Exhibit 4.1

  

   

  

   

  

  BRISTOL-MYERS SQUIBB COMPANY

  

    and

   

  THE BANK OF NEW YORK MELLON,

  Trustee

   

  ELEVENTH SUPPLEMENTAL INDENTURE

   

  Dated as of November 22, 2019

   

  to

   

  INDENTURE

   

  Dated as of June 1, 1993

   

  $1,243,777,000 2.875% Senior Notes due 2020

  $436,313,000 3.950% Senior Notes due 2020

  $434,815,000 2.875% Senior Notes due 2021

  $464,576,000 2.250% Senior Notes due 2021

  $861,709,000 3.250% Senior Notes due 2022

  $891,870,000 3.550% Senior Notes due 2022

  $697,660,000 2.750% Senior Notes due 2023

  $932,101,000 3.250% Senior Notes due 2023

  $636,086,000 4.000% Senior Notes due 2023

  $882,510,000 3.625% Senior Notes due 2024

  $2,379,532,000 3.875% Senior Notes due 2025

  $961,528,000 3.450% Senior Notes due 2027

  $1,456,162,000 3.900% Senior Notes due 2028

  $245,785,000 5.700% Senior Notes due 2040

  $391,925,000 5.250% Senior Notes due 2043

  $976,477,000 4.625% Senior Notes due 2044

  $1,959,524,000 5.000% Senior Notes due 2045

  $1,236,433,000 4.350% Senior Notes due 2047

  $1,456,840,000 4.550% Senior Notes due 2048

   

  

  
    
      


  

  TABLE OF CONTENTS

   

  Page

   

  	
          ARTICLE I DEFINITIONS

        	
          3

        
	 	
          Section 1.01

        	
          Definition of Terms

        	
          3

        
	 	 	 	 
	
          ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES

        	
          5

        
	 	
          Section 2.01

        	
          General Terms and Conditions of the 2.875% 2020 Notes

        	
          5

        
	 	
          Section 2.02

        	
          General Terms and Conditions of the 3.950% 2020 Notes

        	
          6

        
	 	
          Section 2.03

        	
          General Terms and Conditions of the 2.875% 2021 Notes

        	
          8

        
	 	
          Section 2.04

        	
          General Terms and Conditions of the 2.250% 2021 Notes

        	
          9

        
	 	
          Section 2.05

        	
          General Terms and Conditions of the 3.250% 2022 Notes

        	
          11

        
	 	
          Section 2.06

        	
          General Terms and Conditions of the 3.550% 2022 Notes

        	
          13

        
	 	
          Section 2.07

        	
          General Terms and Conditions of the 2.750% 2023 Notes

        	
          14

        
	 	
          Section 2.08

        	
          General Terms and Conditions of the 3.250% 2023 Notes

        	
          16

        
	 	
          Section 2.09

        	
          General Terms and Conditions of the 4.000% 2023 Notes

        	
          17

        
	 	
          Section 2.10

        	
          General Terms and Conditions of the 3.625% 2024 Notes

        	
          19

        
	 	
          Section 2.11

        	
          General Terms and Conditions of the 3.875% 2025 Notes

        	
          21

        
	 	
          Section 2.12

        	
          General Terms and Conditions of the 3.450% 2027 Notes

        	
          22

        
	 	
          Section 2.13

        	
          General Terms and Conditions of the 3.900% 2028 Notes

        	
          24

        
	 	
          Section 2.14

        	
          General Terms and Conditions of the 5.700% 2040 Notes

        	
          25

        
	 	
          Section 2.15

        	
          General Terms and Conditions of the 5.250% 2043 Notes

        	
          27

        
	 	
          Section 2.16

        	
          General Terms and Conditions of the 4.625% 2044 Notes

        	
          29

        
	 	
          Section 2.17

        	
          General Terms and Conditions of the 5.000% 2045 Notes

        	
          30

        
	 	
          Section 2.18

        	
          General Terms and Conditions of the 4.350% 2047 Notes

        	
          32

        
	 	
          Section 2.19

        	
          General Terms and Conditions of the 4.550% 2048 Notes

        	
          33

        
	 	 	 	 
	
          ARTICLE III REDEMPTION OF THE NOTES

        	
          35

        
	 	
          Section 3.01

        	
          Optional Redemption by Company

        	
          35

        
	 	
          Section 3.02

        	
          No Sinking Fund

        	
          39

        
	 	 	 	 
	
          ARTICLE IV FORMS OF NOTES

        	
          39

        
	 	
          Section 4.01

        	
          Form of Notes; Book Entry Provisions

        	
          39

        
	 	
          Section 4.02

        	
          Special Transfer Provisions

        	
          41

        
	 	 	 	 
	
          ARTICLE V ORIGINAL ISSUE OF NOTES

        	
          46

        
	 	
          Section 5.01

        	
          Original Issue of the 2.875% 2020 Notes

        	
          46

        
	 	
          Section 5.02

        	
          Original Issue of the 3.950% 2020 Notes

        	
          46

        
	 	
          Section 5.03

        	
          Original Issue of the 2.875% 2021 Notes

        	
          47

        
	 	
          Section 5.04

        	
          Original Issue of the 2.250% 2021 Notes

        	
          47

        
	 	
          Section 5.05

        	
          Original Issue of the 3.250% 2022 Notes

        	
          47

        
	 	
          Section 5.06

        	
          Original Issue of the 3.550% 2022 Notes

        	
          47

        
	 	
          Section 5.07

        	
          Original Issue of the 2.750% 2023 Notes

        	
          47

        
	 	
          Section 5.08

        	
          Original Issue of the 3.250% 2023 Notes

        	
          47

        
	 	
          Section 5.09

        	
          Original Issue of the 4.000% 2023 Notes

        	
          47

        
	 	
          Section 5.10

        	
          Original Issue of the 3.625% 2024 Notes

        	
          47

        


  

  

  
    
      


  

  
  	 	
          Section 5.11

        	
          Original Issue of the 3.875% 2025 Notes

        	
          48

        
	 	
          Section 5.12

        	
          Original Issue of the 3.450% 2027 Notes

        	
          48

        
	 	
          Section 5.13

        	
          Original Issue of the 3.900% 2028 Notes

        	
          48

        
	 	
          Section 5.14

        	
          Original Issue of the 5.700% 2040 Notes

        	
          48

        
	 	
          Section 5.15

        	
          Original Issue of the 5.250% 2043 Notes

        	
          48

        
	 	
          Section 5.16

        	
          Original Issue of the 4.625% 2044 Notes

        	
          48

        
	 	
          Section 5.17

        	
          Original Issue of the 5.000% 2045 Notes

        	
          48

        
	 	
          Section 5.18

        	
          Original Issue of the 4.350% 2047 Notes

        	
          48

        
	 	
          Section 5.19

        	
          Original Issue of the 4.550% 2048 Notes

        	
          49

        
	 	 	 	 
	
          ARTICLE VI AMENDMENTS, SUPPLEMENTS AND WAIVERS

        	
          49

        
	 	
          Section 6.01

        	
          Amendments, Supplements and Waivers

        	
          49

        
	 	 	 	 
	
          ARTICLE VII MISCELLANEOUS

        	
          49

        
	 	
          Section 7.01

        	
          Ratification of Indenture

        	
          49

        
	 	
          Section 7.02

        	
          Trustee Not Responsible for Recitals

        	
          49

        
	 	
          Section 7.03

        	
          Governing Law

        	
          49

        
	 	
          Section 7.04

        	
          Separability

        	
          49

        
	 	
          Section 7.05

        	
          Counterparts

        	
          49

        


  

  

  	
          EXHIBIT A

        	
          FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S

        
	
          EXHIBIT B

        	
          FORM OF 2.875% 2020 NOTES

        
	
          EXHIBIT C

        	
          FORM OF 3.950% 2020 NOTES

        
	
          EXHIBIT D

        	
          FORM OF 2.875% 2021 NOTES

        
	
          EXHIBIT E

        	
          FORM OF 2.250% 2021 NOTES

        
	
          EXHIBIT F

        	
          FORM OF 3.250% 2022 NOTES

        
	
          EXHIBIT G

        	
          FORM OF 3.550% 2022 NOTES

        
	
          EXHIBIT H

        	
          FORM OF 2.750% 2023 NOTES

        
	
          EXHIBIT I

        	
          FORM OF 3.250% 2023 NOTES

        
	
          EXHIBIT J

        	
          FORM OF 4.000% 2023 NOTES

        
	
          EXHIBIT K

        	
          FORM OF 3.625% 2024 NOTES

        
	
          EXHIBIT L

        	
          FORM OF 3.875% 2025 NOTES

        
	
          EXHIBIT M

        	
          FORM OF 3.450% 2027 NOTES

        
	
          EXHIBIT N

        	
          FORM OF 3.900% 2028 NOTES

        
	
          EXHIBIT O

        	
          FORM OF 5.700% 2040 NOTES

        
	
          EXHIBIT P

        	
          FORM OF 5.250% 2043 NOTES

        
	
          EXHIBIT Q

        	
          FORM OF 4.625% 2044 NOTES

        
	
          EXHIBIT R

        	
          FORM OF 5.000% 2045 NOTES

        
	
          EXHIBIT S

        	
          FORM OF 4.350% 2047 NOTES

        
	
          EXHIBIT T

        	
          FORM OF 4.550% 2048 NOTES

        


  

  

  
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  ELEVENTH SUPPLEMENTAL INDENTURE, dated as of November 22, 2019 (the “Eleventh Supplemental Indenture”), between Bristol-Myers Squibb Company, a corporation duly organized and existing under the laws of
    the State of Delaware, having its principal office at 430 East 29th Street, New York, New York 10016 (the “Company”), and The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National
    Association)), as trustee (the “Trustee”).

   

  WHEREAS, the Company executed and delivered the indenture, dated as of June 1, 1993 (the “Base Indenture” and as heretofore supplemented, the “Indenture”), to The Bank of New York Mellon (successor to
    The Chase Manhattan Bank (National Association)), as trustee, to provide for the issuance of the Company’s notes, bonds, debentures or any other evidences of indebtedness (the “Securities”), in one or more fully registered series;

   

  WHEREAS, the Company entered into the Agreement and Plan of Merger, dated January 2, 2019, by and among the Company, Celgene Corporation, a Delaware
      corporation (“Celgene”), and Burgundy Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), as amended from time to time, which provides, among other things, that on the terms and
      subject to the conditions set forth therein, Merger Sub will merge with and into Celgene, with Celgene surviving as a wholly owned subsidiary of the Company (the “Merger”);

   

  WHEREAS, in connection with the Merger, the Company offered to exchange (the “Exchange Offers”) any and all of the then-outstanding notes issued by Celgene (the “Celgene Notes”) for notes issued by the
    Company pursuant to an Offering Memorandum and Consent Solicitation Statement, dated April 17, 2019 (the “Offering Memorandum and Consent Solicitation Statement”).

   

  WHEREAS, in connection with the consummation of the Exchange Offers and pursuant to Section 901 of the Base Indenture, the Company desires to provide for the issuance of (i) a new series of its
    Securities to be known as its 2.875% Notes due 2020 (the “2.875% 2020 Notes”); (ii) a new series of its Securities to be known as its 3.950% Notes due 2020 (the “3.950% 2020 Notes”); (iii) a new series of its Securities to be known as its 2.875% Notes
    due 2021 (the “2.875% 2021 Notes”); (iv) a new series of its Securities to be known as its 2.250% Notes due 2021 (the “2.250% 2021 Notes”); (v) a new series of its Securities to be known as its 3.250% Notes due 2022 (the “3.250% 2022 Notes”); (vi) a
    new series of its Securities to be known as its 3.550% Notes due 2022 (the “3.550% 2022 Notes”); (vii) a new series of its Securities to be known as its 2.750% Notes due 2023 (the “2.750% 2023 Notes”); (viii) a new series of its Securities to be known
    as its 3.250% Notes due 2023 (the “3.250% 2023 Notes”); (ix) a new series of its Securities to be known as its 4.000% Notes due 2023 (the “4.000% 2023 Notes”); (x) a new series of its Securities to be known as its 3.625% Notes due 2024 (the “3.625%
    2024 Notes”); (xi) a new series of its Securities to be known as its 3.875% Notes due 2025 (the “3.875% 2025 Notes”); (xii) a new series of its Securities to be known as its 3.450% Notes due 2027 (the “3.450% 2027 Notes”); (xiii) a new series of its
    Securities to be known as its 3.900% Notes due 2028 (the “3.900% 2028 Notes”); (xiv) a new series of its Securities to be known as its 5.700% Notes due 2040 (the “5.700% 2040 Notes”); (xv) a new series of its Securities to be known as its 5.250% Notes
    due 2043 (the “5.250% 2043 Notes”); (xvi) a new series of its Securities to be known as its 4.625% Notes due 2044 (the “4.625% 2044 Notes”); (xvii) a new series of its Securities to be known as its 5.000% Note due 2045 (the “5.000% 2045 Notes”);
    (xviii) a new series of its Securities to be known as its 4.350% Notes due 2047 (the “4.350% 2047 Notes”) and (xix) a new series of its Securities to be known as its 4.550% Notes due 2048 (the “4.550% 2048 Notes” and, together with the 2.875% 2020
    Notes, 3.950% 2020 Notes, 2.875% 2021 Notes, 2.250% 2021 Notes, 3.250% 2022 Notes, 3.550% 2022 Notes, 2.750% 2023 Notes, 3.250% 2023 Notes, 4.000% 2023 Notes, 3.625% 2024 Notes, 3.875% 2025 Notes, 3.450% 2027 Notes, 3.900% 2028 Notes, 5.700% 2040
    Notes, 5.250% 2043 Notes, 4.625% 2044 Notes, 5.000% 2045 Notes and 4.350% 2047 Notes, the “Notes”), and to establish the forms of each of the Notes thereof, as Section 202 of the Base Indenture provided, and to set forth the terms thereof, as Section
    301 of the Base Indenture provided;

   

  
    
      


  

  
  WHEREAS, the Board of Directors of the Company, pursuant to a resolution duly adopted on March 7, 2019, has duly authorized and delegated to the Board Finance Committee of the Board of Directors the
    full power and authority to issue up to $20,000,000,000 of the Company’s securities in exchange for any or all of the outstanding notes of Celgene and the Board Finance Committee of the Board of Directors, pursuant to its Unanimous Written Consent in
    Lieu of a Meeting, dated April 15, 2019, has duly authorized the issuance of up to (i) $1,500,000,000 aggregate principal amount of the 2.875% 2020 Notes; (ii) $500,000,000 aggregate principal amount of the 3.950% 2020 Notes; (iii) $500,000,000
    aggregate principal amount of the 2.875% 2021 Notes; (iv) $500,000,000 aggregate principal amount of the 2.250% 2021 Notes; (v) $1,000,000,000 aggregate principal amount of the 3.250% 2022 Notes; (vi) $1,000,000,000 aggregate principal amount of the
    3.550% 2022 Notes; (vii) $750,000,000 aggregate principal amount of the 2.750% 2023 Notes; (viii) $1,000,000,000 aggregate principal amount of the 3.250% 2023 Notes; (ix) $700,000,000 aggregate principal amount of the 4.000% 2023 Notes; (x)
    $1,000,000,000 aggregate principal amount of the 3.625% 2024 Notes; (xi) $2,500,000,000 aggregate principal amount of the 3.875% 2025 Notes; (xii) $1,000,000,000 aggregate principal amount of the 3.450% 2027 Notes, (xiii) $1,500,000,000 aggregate
    principal amount of the 3.900% 2028 Notes; (xiv) $250,000,000 aggregate principal amount of the 5.700% 2040 Notes; (xv) $400,000,000 aggregate principal amount of the 5.250% 2043 Notes; (xvi) $1,000,000,000 aggregate principal amount of the 4.625% 2044
    Notes; (xvii) $2,000,000,000 aggregate principal amount of the 5.000% 2045 Notes; (xviii) $1,250,000,000 aggregate principal amount of the 4.350% 2047 Notes and (xix) $1,500,000,000 aggregate principal amount of the 4.550% 2048 Notes, and has
    authorized the proper officers of the Company to execute any and all appropriate documents necessary or appropriate to effect such issuance;

   

  WHEREAS, the Company has requested that the Trustee execute and deliver this Eleventh Supplemental Indenture; and

   

  WHEREAS, all things necessary to make this Eleventh Supplemental Indenture a valid agreement of the Company, in accordance with its terms, and to make the Notes, when executed by the Company and
    authenticated and delivered by the Trustee, the valid obligations of the Company, have been done;

   

  NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture, the forms
    and terms of the Notes, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:

   

  
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  ARTICLE I

  DEFINITIONS

   

  Section 1.01         Definition of Terms. Unless the context otherwise requires:

   

  (a)          “Applicable Procedures” means, with respect to any transfer or transaction involving a Regulation S Global Note or beneficial
    interest therein, the rules and procedures of the Depository for such Global Note, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time;

   

  (b)          “Clearstream” means Clearstream Banking, S.A., Luxembourg;

   

  (c)          “Custodian” means Cede & Co., the nominee of the Depository;

   

  (d)          “Dealer Managers” means Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Evercore Group L.L.C. as exclusive dealer
    managers of the Exchange Offer;

   

  (e)          “Depository” means The Depository Trust Company, its nominees and their respective successors;

   

  (f)          “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System;

   

  (g)          “Exchange Notes” has the meaning specified in the Registration Rights Agreement;

   

  (h)          “Global Notes Legend” means the legend set forth in Section 204(a)(iv) of the Base Indenture;

   

  (i)           “Initial Notes” means the Notes issued pursuant to this Eleventh Supplemental Indenture on the date hereof;

   

  (j)           “Non-Par Call Notes” means the 2.875% 2020 Notes, the 3.950% 2020 Notes, the 2.875% 2021 Notes, the 2.250% 2021 Notes, the 3.250%
    2022 Notes, the 3.550% 2022 Notes, the 4.000% 2023 Notes, the 5.700% 2040 Notes and the 5.250% 2043 Notes;

   

  (k)          “Par Call Notes” means the 2.750% 2023 Notes, the 3.250% 2023 Notes, the 3.625% 2024 Notes, the 3.875% 2025 Notes, the 3.450% 2027
    Notes, the 3.900% 2028 Notes, the 4.625% 2044 Notes, the 5.000% 2045 Notes, the 4.350% 2047 Notes, and the 4.550% 2048 Notes.

   

  (l)           “QIB” means qualified institutional buyer as specified in Rule 144A promulgated under the Securities Act;

   

  (m)        “Registered Exchange Offer” means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of
    Initial Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes in an exchange registered under the Securities Act;

   

  
    3

    
      


  

  (n)          “Registration Rights Agreement” means the Registration Rights Agreement, dated as of November 22, 2019, by and among the Company and
    the Dealer Managers;

   

  (o)          “Regulation S” means Regulation S promulgated under the Securities Act;

   

  (p)          “Regulation S Notes” means all Notes offered and issued pursuant to the Exchange Offer to holders of Celgene Notes in an offshore
    transaction in reliance on Regulation S;

   

  (q)          “Restricted Notes Legend” means the legend set forth in Section 4.02(e)(ii) hereof;

   

  (r)           “Restricted Period” means with respect to any Notes the period that is 40 consecutive days beginning on and including the later of
    (i) the day on which such Notes are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the date of original issuance with respect to such Notes;

   

  (s)          “Rule 144” means Rule 144 promulgated under the Securities Act;

   

  (t)           “Rule 144A” means Rule 144A promulgated under the Securities Act;

   

  (u)          “Rule 144A Notes” means all Notes offered and issued pursuant to the Exchange Offer to holders of Celgene Notes reasonably believed
    to be QIBs in reliance on Rule 144A;

   

  (v)          “Securities Act” means the U.S. Securities Act of 1933, as amended;

   

  (w)          “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

   

  (x)          “Transfer Restricted Note” means any Note that bears or is required to bear a Restricted Notes Legend;

   

  (y)          each term defined in the Base Indenture has the same meaning when used in this Eleventh Supplemental Indenture;

   

  (z)          each term defined anywhere in this Eleventh Supplemental Indenture has the same meaning throughout;

   

  (aa)         the singular includes the plural and vice versa; and

   

  (bb)        headings are for convenience of reference only and do not affect interpretation.

   

  
    4

    
      


  

  ARTICLE II

  GENERAL TERMS AND CONDITIONS OF THE NOTES

   

  Section 2.01         General Terms and Conditions of the 2.875% 2020 Notes.

    

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series of
    Securities under the Indenture, designated as the “2.875% Notes due 2020,” which is not limited in aggregate principal amount. The aggregate principal amount of 2.875% 2020 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 2.875% 2020 Notes, pursuant to Section 303 of the Base Indenture.

   

  (b)         Maturity. The Stated Maturity of principal of the 2.875% 2020 Notes is August 15,
    2020. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 2.875% 2020 Notes, create and issue additional 2.875% 2020 Notes. Any such additional 2.875% 2020 Notes will rank equally and ratably with the 2.875% 2020 Notes and will have the same interest rate, maturity date and other terms
    as the 2.875% 2020 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 2.875%
    2020 Notes. Any such additional 2.875% 2020 Notes, together with the 2.875% 2020 Notes herein provided for and any Exchange Notes issued with respect to the 2.875% 2020 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 2.875% 2020 Notes herein provided for. Any additional 2.875% 2020 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  (d)          Payment. Principal of, premium, if any, and interest on the 2.875% 2020 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 2.875% 2020 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 2.875% 2020 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  (f)         Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 2.875% 2020 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 2.875% 2020 Notes represented by Global Securities, the Company may issue 2.875% 2020 Notes in definitive form in exchange for 2.875% 2020 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 2.875% 2020 Notes will be entitled to physical delivery in definitive form of 2.875% 2020 Notes, equal in principal amount to such beneficial interest and to have such 2.875% 2020 Notes registered
    in its name as shall be established in a Company Order.

   

  
    5

    
      


  

  (g)          Interest. The 2.875% 2020 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 2.875% Senior Notes due 2020 issued by Celgene that were accepted in the Exchange Offer at the rate of 2.875% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are February 15 and August 15, commencing on February 15, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on February 1 or August 1, as the
    case may be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment
    was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  (h)          Authorized Denominations. The 2.875% 2020 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 2.875% 2020 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  Section 2.02         General Terms and Conditions of the 3.950% 2020 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “3.950% Notes due 2020,” which is not limited in aggregate principal amount. The aggregate principal amount of 3.950% 2020 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 3.950% 2020 Notes, pursuant to Section 303 of the Base Indenture.

   

  (b)          Maturity. The Stated Maturity of principal of the 3.950% 2020 Notes is October 15,
    2020. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  
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  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 3.950% 2020 Notes, create and issue additional 3.950% 2020 Notes. Any such additional 3.950% 2020 Notes will rank equally and ratably with the 3.950% 2020 Notes and will have the same interest rate, maturity date and other terms
    as the 3.950% 2020 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 3.950%
    2020 Notes. Any such additional 3.950% 2020 Notes, together with the 3.950% 2020 Notes herein provided for and any Exchange Notes issued with respect to the 3.950% 2020 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 3.950% 2020 Notes herein provided for. Any additional 3.950% 2020 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  (d)          Payment. Principal of, premium, if any, and interest on the 3.950% 2020 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 3.950% 2020 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 3.950% 2020 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 3.950% 2020 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 3.950% 2020 Notes represented by Global Securities, the Company may issue 3.950% 2020 Notes in definitive form in exchange for 3.950% 2020 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 3.950% 2020 Notes will be entitled to physical delivery in definitive form of 3.950% 2020 Notes, equal in principal amount to such beneficial interest and to have such 3.950% 2020 Notes registered
    in its name as shall be established in a Company Order.

   

  (g)          Interest. The 3.950% 2020 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 3.950% Senior Notes due 2020 issued by Celgene that were accepted in the Exchange Offer at the rate of 3.950% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are April 15 and October 15, commencing on April 15, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on April 1 or October 1, as the case may
    be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due,
    and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  
    7

    
      


  

  (h)          Authorized Denominations. The 3.950% 2020 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 3.950% 2020 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  Section 2.03         General Terms and Conditions of the 2.875% 2021 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “2.875% Notes due 2021,” which is not limited in aggregate principal amount. The aggregate principal amount of 2.875% 2021 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 2.875% 2021 Notes, pursuant to Section 303 of the Base Indenture.

   

  (b)          Maturity. The Stated Maturity of principal of the 2.875% 2021 Notes is February 19,
    2021. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 2.875% 2021 Notes, create and issue additional 2.875% 2021 Notes. Any such additional 2.875% 2021 Notes will rank equally and ratably with the 2.875% 2021 Notes and will have the same interest rate, maturity date and other terms
    as the 2.875% 2021 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 2.875%
    2021 Notes. Any such additional 2.875% 2021 Notes, together with the 2.875% 2021 Notes herein provided for and any Exchange Notes issued with respect to the 2.875% 2021 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 2.875% 2021 Notes herein provided for. Any additional 2.875% 2021 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  (d)          Payment. Principal of, premium, if any, and interest on the 2.875% 2021 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 2.875% 2021 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 2.875% 2021 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  
    8

    
      


  

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 2.875% 2021 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 2.875% 2021 Notes represented by Global Securities, the Company may issue 2.875% 2021 Notes in definitive form in exchange for 2.875% 2021 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 2.875% 2021 Notes will be entitled to physical delivery in definitive form of 2.875% 2021 Notes, equal in principal amount to such beneficial interest and to have such 2.875% 2021 Notes registered
    in its name as shall be established in a Company Order.

   

  (g)          Interest. The 2.875% 2021 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 2.875% Senior Notes due 2021 issued by Celgene that were accepted in the Exchange Offer at the rate of 2.875% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are February 19 and August 19, commencing on February 19, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on February 1 or August 1, as the
    case may be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment
    was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  (h)          Authorized Denominations. The 2.875% 2021 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 2.875% 2021 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  Section 2.04         General Terms and Conditions of the 2.250% 2021 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “2.250% Notes due 2021,” which is not limited in aggregate principal amount. The aggregate principal amount of 2.250% 2021 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 2.250% 2021 Notes, pursuant to Section 303 of the Base Indenture.

   

  

  
    9

    
      


  

  (b)         Maturity. The Stated Maturity of principal of the 2.250% 2021 Notes is August 15,
    2021. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 2.250% 2021 Notes, create and issue additional 2.250% 2021 Notes. Any such additional 2.250% 2021 Notes will rank equally and ratably with the 2.250% 2021 Notes and will have the same interest rate, maturity date and other terms
    as the 2.250% 2021 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 2.250%
    2021 Notes. Any such additional 2.250% 2021 Notes, together with the 2.250% 2021 Notes herein provided for and any Exchange Notes issued with respect to the 2.250% 2021 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 2.250% 2021 Notes herein provided for. Any additional 2.250% 2021 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  (d)          Payment. Principal of, premium, if any, and interest on the 2.250% 2021 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 2.250% 2021 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 2.250% 2021 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 2.250% 2021 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 2.250% 2021 Notes represented by Global Securities, the Company may issue 2.250% 2021 Notes in definitive form in exchange for 2.250% 2021 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 2.250% 2021 Notes will be entitled to physical delivery in definitive form of 2.250% 2021 Notes, equal in principal amount to such beneficial interest and to have such 2.250% 2021 Notes registered
    in its name as shall be established in a Company Order.

   

  (g)          Interest. The 2.250% 2021 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 2.250% Senior Notes due 2021 issued by Celgene that were accepted in the Exchange Offer at the rate of 2.250% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are February 15 and August 15, commencing on February 15, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on February 1 or August 1, as the
    case may be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment
    was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  
    10

    
      


  

  (h)          Authorized Denominations. The 2.250% 2021 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 2.250% 2021 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  Section 2.05         General Terms and Conditions of the 3.250% 2022 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “3.250% Notes due 2022,” which is not limited in aggregate principal amount. The aggregate principal amount of 3.250% 2022 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 3.250% 2022 Notes, pursuant to Section 303 of the Base Indenture.

   

  (b)         Maturity. The Stated Maturity of principal of the 3.250% 2022 Notes is August 15,
    2022. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the
    consent of the Holders of the 3.250% 2022 Notes, create and issue additional 3.250% 2022 Notes. Any such additional 3.250% 2022 Notes will rank equally and ratably with the 3.250% 2022 Notes and will have the same interest rate, maturity date and other
    terms as the 3.250% 2022 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional
    3.250% 2022 Notes. Any such additional 3.250% 2022 Notes, together with the 3.250% 2022 Notes herein provided for and any Exchange Notes issued with respect to the 3.250% 2022 Notes in accordance with the Registration Rights Agreement, will constitute
    a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 3.250% 2022 Notes herein provided for. Any additional 3.250% 2022 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  
    11

    
      


  

  (d)          Payment. Principal of, premium, if any, and interest on the 3.250% 2022 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 3.250% 2022 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 3.250% 2022 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 3.250% 2022 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 3.250% 2022 Notes represented by Global Securities, the Company may issue 3.250% 2022 Notes in definitive form in exchange for 3.250% 2022 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 3.250% 2022 Notes will be entitled to physical delivery in definitive form of 3.250% 2022 Notes, equal in principal amount to such beneficial interest and to have such 3.250% 2022 Notes registered
    in its name as shall be established in a Company Order.

   

  (g)          Interest. The 3.250% 2022 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 3.250% Senior Notes due 2022 issued by Celgene that were accepted in the Exchange Offer at the rate of 3.250% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are February 15 and August 15, commencing on February 15, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on February 1 or August 1, as the
    case may be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment
    was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  (h)          Authorized Denominations. The 3.250% 2022 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 3.250% 2022 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  
    12

    
      


  

  Section 2.06         General Terms and Conditions of the 3.550% 2022 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “3.550% Notes due 2022,” which is not limited in aggregate principal amount. The aggregate principal amount of 3.550% 2022 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 3.550% 2022 Notes, pursuant to Section 303 of the Base Indenture.

   

  (b)         Maturity. The Stated Maturity of principal of the 3.550% 2022 Notes is August 15,
    2022. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 3.550% 2022 Notes, create and issue additional 3.550% 2022 Notes. Any such additional 3.550% 2022 Notes will rank equally and ratably with the 3.550% 2022 Notes and will have the same interest rate, maturity date and other terms
    as the 3.550% 2022 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 3.550%
    2022 Notes. Any such additional 3.550% 2022 Notes, together with the 3.550% 2022 Notes herein provided for and any Exchange Notes issued with respect to the 3.550% 2022 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 3.550% 2022 Notes herein provided for. Any additional 3.550% 2022 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  (d)          Payment. Principal of, premium, if any, and interest on the 3.550% 2022 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 3.550% 2022 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 3.550% 2022 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 3.550% 2022 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 3.550% 2022 Notes represented by Global Securities, the Company may issue 3.550% 2022 Notes in definitive form in exchange for 3.550% 2022 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 3.550% 2022 Notes will be entitled to physical delivery in definitive form of 3.550% 2022 Notes, equal in principal amount to such beneficial interest and to have such 3.550% 2022 Notes registered
    in its name as shall be established in a Company Order.

   

  
    13

    
      


  

  (g)          Interest. The 3.550% 2022 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 3.550% Senior Notes due 2022 issued by Celgene that were accepted in the Exchange Offer at the rate of 3.550% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are February 15 and August 15, commencing on February 15, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on February 1 or August 1, as the
    case may be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment
    was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  (h)           Authorized Denominations. The 3.550% 2022 Notes shall be issuable in denominations
    of $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 3.550% 2022 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  Section 2.07         General Terms and Conditions of the 2.750% 2023 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “2.750% Notes due 2023,” which is not limited in aggregate principal amount. The aggregate principal amount of 2.750% 2023 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 2.750% 2023 Notes, pursuant to Section 303 of the Base Indenture.

   

  (b)          Maturity. The Stated Maturity of principal of the 2.750% 2023 Notes is February 15,
    2023. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 2.750% 2023 Notes, create and issue additional 2.750% 2023 Notes. Any such additional 2.750% 2023 Notes will rank equally and ratably with the 2.750% 2023 Notes and will have the same interest rate, maturity date and other terms
    as the 2.750% 2023 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 2.750%
    2023 Notes. Any such additional 2.750% 2023 Notes, together with the 2.750% 2023 Notes herein provided for and any Exchange Notes issued with respect to the 2.750% 2023 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 2.750% 2023 Notes herein provided for. Any additional 2.750% 2023 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  
    14

    
      


  

  (d)          Payment. Principal of, premium, if any, and interest on the 2.750% 2023 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 2.750% 2023 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 2.750% 2023 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 2.750% 2023 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 2.750% 2023 Notes represented by Global Securities, the Company may issue 2.750% 2023 Notes in definitive form in exchange for 2.750% 2023 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 2.750% 2023 Notes will be entitled to physical delivery in definitive form of 2.750% 2023 Notes, equal in principal amount to such beneficial interest and to have such 2.750% 2023 Notes registered
    in its name as shall be established in a Company Order.

   

  (g)          Interest. The 2.750% 2023 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 2.750% Senior Notes due 2023 issued by Celgene that were accepted in the Exchange Offer at the rate of 2.750% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are February 15 and August 15, commencing on February 15, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on February 1 or August 1, as the
    case may be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment
    was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  
    15

    
      


  

  (h)          Authorized Denominations. The 2.750% 2023 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 2.750% 2023 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  Section 2.08         General Terms and Conditions of the 3.250% 2023 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “3.250% Notes due 2023,” which is not limited in aggregate principal amount. The aggregate principal amount of 3.250% 2023 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 3.250% 2023 Notes, pursuant to Section 303 of the Base Indenture.

   

  (b)          Maturity. The Stated Maturity of principal of the 3.250% 2023 Notes is February 20,
    2023. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 3.250% 2023 Notes, create and issue additional 3.250% 2023 Notes. Any such additional 3.250% 2023 Notes will rank equally and ratably with the 3.250% 2023 Notes and will have the same interest rate, maturity date and other terms
    as the 3.250% 2023 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 3.250%
    2023 Notes. Any such additional 3.250% 2023 Notes, together with the 3.250% 2023 Notes herein provided for and any Exchange Notes issued with respect to the 3.250% 2023 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 3.250% 2023 Notes herein provided for. Any additional 3.250% 2023 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  (d)          Payment. Principal of, premium, if any, and interest on the 3.250% 2023 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 3.250% 2023 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 3.250% 2023 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  
    16

    
      


  

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 3.250% 2023 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 3.250% 2023 Notes represented by Global Securities, the Company may issue 3.250% 2023 Notes in definitive form in exchange for 3.250% 2023 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 3.250% 2023 Notes will be entitled to physical delivery in definitive form of 3.250% 2023 Notes, equal in principal amount to such beneficial interest and to have such 3.250% 2023 Notes registered
    in its name as shall be established in a Company Order.

   

  (g)          Interest. The 3.250% 2023 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 3.250% Senior Notes due 2023 issued by Celgene that were accepted in the Exchange Offer at the rate of 3.250% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are February 20 and August 20, commencing on February 20, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on February 1 or August 1, as the
    case may be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment
    was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  (h)          Authorized Denominations. The 3.250% 2023 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 3.250% 2023 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  Section 2.09         General Terms and Conditions of the 4.000% 2023 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “4.000% Notes due 2023,” which is not limited in aggregate principal amount. The aggregate principal amount of 4.000% 2023 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 4.000% 2023 Notes, pursuant to Section 303 of the Base Indenture.

   

  
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  (b)          Maturity. The Stated Maturity of principal of the 4.000% 2023 Notes is August 15,
    2023. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 4.000% 2023 Notes, create and issue additional 4.000% 2023 Notes. Any such additional 4.000% 2023 Notes will rank equally and ratably with the 4.000% 2023 Notes and will have the same interest rate, maturity date and other terms
    as the 4.000% 2023 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 4.000%
    2023 Notes. Any such additional 4.000% 2023 Notes, together with the 4.000% 2023 Notes herein provided for and any Exchange Notes issued with respect to the 4.000% 2023 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 4.000% 2023 Notes herein provided for. Any additional 4.000% 2023 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  (d)          Payment. Principal of, premium, if any, and interest on the 4.000% 2023 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 4.000% 2023 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 4.000% 2023 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 4.000% 2023 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 4.000% 2023 Notes represented by Global Securities, the Company may issue 4.000% 2023 Notes in definitive form in exchange for 4.000% 2023 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 4.000% 2023 Notes will be entitled to physical delivery in definitive form of 4.000% 2023 Notes, equal in principal amount to such beneficial interest and to have such 4.000% 2023 Notes registered
    in its name as shall be established in a Company Order.

   

  (g)          Interest. The 4.000% 2023 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 4.000% Senior Notes due 2023 issued by Celgene that were accepted in the Exchange Offer at the rate of 4.000% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are February 15 and August 15, commencing on February 15, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on February 1 or August 1, as the
    case may be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment
    was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  
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  (h)          Authorized Denominations. The 4.000% 2023 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 4.000% 2023 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  Section 2.10         General Terms and Conditions of the 3.625% 2024 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “3.625% Notes due 2024,” which is not limited in aggregate principal amount. The aggregate principal amount of 3.625% 2024 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 3.625% 2024 Notes, pursuant to Section 303 of the Base Indenture.

   

  (b)          Maturity. The Stated Maturity of principal of the 3.625% 2024 Notes is May 15, 2024.
    If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 3.625% 2024 Notes, create and issue additional 3.625% 2024 Notes. Any such additional 3.625% 2024 Notes will rank equally and ratably with the 3.625% 2024 Notes and will have the same interest rate, maturity date and other terms
    as the 3.625% 2024 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 3.625%
    2024 Notes. Any such additional 3.625% 2024 Notes, together with the 3.625% 2024 Notes herein provided for and any Exchange Notes issued with respect to the 3.625% 2024 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 3.625% 2024 Notes herein provided for. Any additional 3.625% 2024 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  
    19

    
      


  

  (d)          Payment. Principal of, premium, if any, and interest on the 3.625% 2024 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 3.625% 2024 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 3.625% 2024 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 3.625% 2024 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 3.625% 2024 Notes represented by Global Securities, the Company may issue 3.625% 2024 Notes in definitive form in exchange for 3.625% 2024 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 3.625% 2024 Notes will be entitled to physical delivery in definitive form of 3.625% 2024 Notes, equal in principal amount to such beneficial interest and to have such 3.625% 2024 Notes registered
    in its name as shall be established in a Company Order.

   

  (g)          Interest. The 3.625% 2024 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 3.625% Senior Notes due 2024 issued by Celgene that were accepted in the Exchange Offer at the rate of 3.625% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are May 15 and November 15, commencing on May 15, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on May 1 or November 1, as the case may be,
    next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due, and
    no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  (h)          Authorized Denominations. The 3.625% 2024 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 3.625% 2024 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  
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  Section 2.11         General Terms and Conditions of the 3.875% 2025 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “3.875% Notes due 2025,” which is not limited in aggregate principal amount. The aggregate principal amount of 3.875% 2025 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 3.875% 2025 Notes, pursuant to Section 303 of the Base Indenture.

   

  (b)         Maturity. The Stated Maturity of principal of the 3.875% 2025 Notes is August 15,
    2025. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 3.875% 2025 Notes, create and issue additional 3.875% 2025 Notes. Any such additional 3.875% 2025 Notes will rank equally and ratably with the 3.875% 2025 Notes and will have the same interest rate, maturity date and other terms
    as the 3.875% 2025 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 3.875%
    2025 Notes. Any such additional 3.875% 2025 Notes, together with the 3.875% 2025 Notes herein provided for and any Exchange Notes issued with respect to the 3.875% 2025 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 3.875% 2025 Notes herein provided for. Any additional 3.875% 2025 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  (d)          Payment. Principal of, premium, if any, and interest on the 3.875% 2025 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 3.875% 2025 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 3.875% 2025 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 3.875% 2025 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 3.875% 2025 Notes represented by Global Securities, the Company may issue 3.875% 2025 Notes in definitive form in exchange for 3.875% 2025 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 3.875% 2025 Notes will be entitled to physical delivery in definitive form of 3.875% 2025 Notes, equal in principal amount to such beneficial interest and to have such 3.875% 2025 Notes registered
    in its name as shall be established in a Company Order.

   

  
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  (g)          Interest. The 3.875% 2025 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 3.875% Senior Notes due 2025 issued by Celgene that were accepted in the Exchange Offer at the rate of 3.875% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are February 15 and August 15, commencing on February 15, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on February 1 or August 1, as the
    case may be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment
    was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  (h)          Authorized Denominations. The 3.875% 2025 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 3.875% 2025 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  Section 2.12         General Terms and Conditions of the 3.450% 2027 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “3.450% Notes due 2027,” which is not limited in aggregate principal amount. The aggregate principal amount of 3.450% 2027 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 3.450% 2027 Notes, pursuant to Section 303 of the Base Indenture.

   

  (b)          Maturity. The Stated Maturity of principal of the 3.450% 2027 Notes is November 15,
    2027. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 3.450% 2027 Notes, create and issue additional 3.450% 2027 Notes. Any such additional 3.450% 2027 Notes will rank equally and ratably with the 3.450% 2027 Notes and will have the same interest rate, maturity date and other terms
    as the 3.450% 2027 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 3.450%
    2027 Notes. Any such additional 3.450% 2027 Notes, together with the 3.450% 2027 Notes herein provided for and any Exchange Notes issued with respect to the 3.450% 2027 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 3.450% 2027 Notes herein provided for. Any additional 3.450% 2027 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  
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  (d)          Payment. Principal of, premium, if any, and interest on the 3.450% 2027 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 3.450% 2027 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 3.450% 2027 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 3.450% 2027 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 3.450% 2027 Notes  represented by Global Securities, the Company may issue 3.450% 2027 Notes in definitive form in exchange for 3.450% 2027 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 3.450% 2027 Notes will be entitled to physical delivery in definitive form of 3.450% 2027 Notes, equal in principal amount to such beneficial interest and to have such 3.450% 2027 Notes registered
    in its name as shall be established in a Company Order.

   

  (g)          Interest. The 3.450% 2027 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 3.450% Senior Notes due 2027 issued by Celgene that were accepted in the Exchange Offer at the rate of 3.450% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are May 15 and November 15, commencing on May May 15, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on May 1 or November 1, as the case may
    be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due,
    and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  
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  (h)          Authorized Denominations. The 3.450% 2027 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 3.450% 2027 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  Section 2.13         General Terms and Conditions of the 3.900% 2028 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “3.900% Notes due 2028,” which is not limited in aggregate principal amount. The aggregate principal amount of 3.900% 2028 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 3.900% 2028 Notes, pursuant to Section 303 of the Base Indenture.

   

  (b)          Maturity. The Stated Maturity of principal of the 3.900% 2028 Notes is February 20,
    2028. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 3.900% 2028 Notes, create and issue additional 3.900% 2028 Notes. Any such additional 3.900% 2028 Notes will rank equally and ratably with the 3.900% 2028 Notes and will have the same interest rate, maturity date and other terms
    as the 3.900% 2028 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 3.900%
    2028 Notes. Any such additional 3.900% 2028 Notes, together with the 3.900% 2028 Notes herein provided for and any Exchange Notes issued with respect to the 3.900% 2028 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 3.900% 2028 Notes herein provided for. Any additional 3.900% 2028 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  (d)          Payment. Principal of, premium, if any, and interest on the 3.900% 2028 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 3.900% 2028 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 3.900% 2028 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  
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  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 3.900% 2028 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 3.900% 2028 Notes represented by Global Securities, the Company may issue 3.900% 2028 Notes in definitive form in exchange for 3.900% 2028 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 3.900% 2028 Notes will be entitled to physical delivery in definitive form of 3.900% 2028 Notes, equal in principal amount to such beneficial interest and to have such 3.900% 2028 Notes registered
    in its name as shall be established in a Company Order.

   

  (g)          Interest. The 3.900% 2028 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 3.900% Senior Notes due 2028 issued by Celgene that were accepted in the Exchange Offer at the rate of 3.900% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are February 20 and August 20, commencing on February 20, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on February 1 or August 1, as the
    case may be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment
    was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  (h)          Authorized Denominations. The 3.900% 2028 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 3.900% 2028 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  Section 2.14         General Terms and Conditions of the 5.700% 2040 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “5.700% Notes due 2040,” which is not limited in aggregate principal amount. The aggregate principal amount of 5.700% 2040 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 5.700% 2040 Notes, pursuant to Section 303 of the Base Indenture.

   

  
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  (b)          Maturity. The Stated Maturity of principal of the 5.700% 2040 Notes is October 15,
    2040. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 5.700% 2040 Notes, create and issue additional 5.700% 2040 Notes. Any such additional 5.700% 2040 Notes will rank equally and ratably with the 5.700% 2040 Notes and will have the same interest rate, maturity date and other terms
    as the 5.700% 2040 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 5.700%
    2040 Notes. Any such additional 5.700% 2040 Notes, together with the 5.700% 2040 Notes herein provided for and any Exchange Notes issued with respect to the 5.700% 2040 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 5.700% 2040 Notes herein provided for. Any additional 5.700% 2040 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  (d)          Payment. Principal of, premium, if any, and interest on the 5.700% 2040 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 5.700% 2040 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 5.700% 2040 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 5.700% 2040 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 5.700% 2040 Notes represented by Global Securities, the Company may issue 5.700% 2040 Notes in definitive form in exchange for 5.700% 2040 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 5.700% 2040 Notes will be entitled to physical delivery in definitive form of 5.700% 2040 Notes, equal in principal amount to such beneficial interest and to have such 5.700% 2040 Notes registered
    in its name as shall be established in a Company Order.

   

  (g)          Interest. The 5.700% 2040 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 5.700% Senior Notes due 2040 issued by Celgene that were accepted in the Exchange Offer at the rate of 5.700% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are April 15 and October 15, commencing on April 15, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on April 1 or October 1, as the case may
    be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due,
    and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  
    26

    
      


  

  (h)          Authorized Denominations. The 5.700% 2040 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 5.700% 2040 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  Section 2.15         General Terms and Conditions of the 5.250% 2043 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “5.250% Notes due 2043,” which is not limited in aggregate principal amount. The aggregate principal amount of 5.250% 2043 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 5.250% 2043 Notes, pursuant to Section 303 of the Base Indenture.

   

  (b)         Maturity. The Stated Maturity of principal of the 5.250% 2043 Notes is August 15,
    2043. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 5.250% 2043 Notes, create and issue additional 5.250% 2043 Notes. Any such additional 5.250% 2043 Notes will rank equally and ratably with the 5.250% 2043 Notes and will have the same interest rate, maturity date and other terms
    as the 5.250% 2043 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 5.250%
    2043 Notes. Any such additional 5.250% 2043 Notes, together with the 5.250% 2043 Notes herein provided for and any Exchange Notes issued with respect to the 5.250% 2043 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 5.250% 2043 Notes herein provided for. Any additional 5.250% 2043 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  
    27

    
      


  

  (d)          Payment. Principal of, premium, if any, and interest on the 5.250% 2043 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 5.250% 2043 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 5.250% 2043 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  (f)         Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 5.250% 2043 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 5.250% 2043 Notes represented by Global Securities, the Company may issue 5.250% 2043 Notes in definitive form in exchange for 5.250% 2043 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 5.250% 2043 Notes will be entitled to physical delivery in definitive form of 5.250% 2043 Notes, equal in principal amount to such beneficial interest and to have such 5.250% 2043 Notes registered
    in its name as shall be established in a Company Order.

   

  (g)          Interest. The 5.250% 2043 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 5.250% Senior Notes due 2043 issued by Celgene that were accepted in the Exchange Offer at the rate of 5.250% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are February 15 and August 15, commencing on February 15, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on February 1 or August 1, as the
    case may be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment
    was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  (h)          Authorized Denominations. The 5.250% 2043 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 5.250% 2043 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  
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  Section 2.16         General Terms and Conditions of the 4.625% 2044 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “4.625% Notes due 2044,” which is not limited in aggregate principal amount. The aggregate principal amount of 4.625% 2044 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 4.625% 2044 Notes, pursuant to Section 303 of the Base Indenture.

   

  (b)          Maturity. The Stated Maturity of principal of the 4.625% 2044 Notes is May 15, 2044.
    If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 4.625% 2044 Notes, create and issue additional 4.625% 2044 Notes. Any such additional 4.625% 2044 Notes will rank equally and ratably with the 4.625% 2044 Notes and will have the same interest rate, maturity date and other terms
    as the 4.625% 2044 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 4.625%
    2044 Notes. Any such additional 4.625% 2044 Notes, together with the 4.625% 2044 Notes herein provided for and any Exchange Notes issued with respect to the 4.625% 2044 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 4.625% 2044 Notes herein provided for. Any additional 4.625% 2044 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  (d)          Payment. Principal of, premium, if any, and interest on the 4.625% 2044 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 4.625% 2044 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 4.625% 2044 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 4.625% 2044 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 4.625% 2044 Notes represented by Global Securities, the Company may issue 4.625% 2044 Notes in definitive form in exchange for 4.625% 2044 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 4.625% 2044 Notes will be entitled to physical delivery in definitive form of 4.625% 2044 Notes, equal in principal amount to such beneficial interest and to have such 4.625% 2044 Notes registered
    in its name as shall be established in a Company Order.

   

  
    29

    
      


  

  (g)          Interest. The 4.625% 2044 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 4.625% Senior Notes due 2044 issued by Celgene that were accepted in the Exchange Offer at the rate of 4.625% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are May 15 and November 15, commencing on May 15, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on May 1 or November 1, as the case may be,
    next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due, and
    no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  (h)          Authorized Denominations. The 4.625% 2044 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 4.625% 2044 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  Section 2.17         General Terms and Conditions of the 5.000% 2045 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “5.000% Notes due 2045,” which is not limited in aggregate principal amount. The aggregate principal amount of 5.000% 2045 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 5.000% 2045 Notes, pursuant to Section 303 of the Base Indenture.

   

  (b)         Maturity. The Stated Maturity of principal of the 5.000% 2045 Notes is August 15,
    2045. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 5.000% 2045 Notes, create and issue additional 5.000% 2045 Notes. Any such additional 5.000% 2045 Notes will rank equally and ratably with the 5.000% 2045 Notes and will have the same interest rate, maturity date and other terms
    as the 5.000% 2045 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 5.000%
    2045 Notes. Any such additional 5.000% 2045 Notes, together with the 5.000% 2045 Notes herein provided for and any Exchange Notes issued with respect to the 5.000% 2045 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 5.000% 2045 Notes herein provided for. Any additional 5.000% 2045 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  
    30

    
      


  

  (d)          Payment. Principal of, premium, if any, and interest on the 5.000% 2045 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 5.000% 2045 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 5.000% 2045 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 5.000% 2045 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 5.000% 2045 Notes represented by Global Securities, the Company may issue 5.000% 2045 Notes in definitive form in exchange for 5.000% 2045 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 5.000% 2045 Notes will be entitled to physical delivery in definitive form of 5.000% 2045 Notes, equal in principal amount to such beneficial interest and to have such 5.000% 2045 Notes registered
    in its name as shall be established in a Company Order.

   

  (g)          Interest. The 5.000% 2045 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 5.000% Senior Notes due 2045 issued by Celgene that were accepted in the Exchange Offer at the rate of 5.000% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are February 15 and August 15, commencing on February 15, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on February 1 or August 1, as the
    case may be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment
    was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  

  
    31

    
      


  

   (h)          Authorized Denominations. The 5.000% 2045 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

    

  (i)           Redemption. The 5.000% 2045 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  Section 2.18         General Terms and Conditions of the 4.350% 2047 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “4.350% Notes due 2047,” which is not limited in aggregate principal amount. The aggregate principal amount of 4.350% 2047 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 4.350% 2047 Notes, pursuant to Section 303 of the Base Indenture.

   

  (b)          Maturity. The Stated Maturity of principal of the 4.350% 2047 Notes is November 15,
    2047. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 4.350% 2047 Notes, create and issue additional 4.350% 2047 Notes. Any such additional 4.350% 2047 Notes will rank equally and ratably with the 4.350% 2047 Notes and will have the same interest rate, maturity date and other terms
    as the 4.350% 2047 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 4.350%
    2047 Notes. Any such additional 4.350% 2047 Notes, together with the 4.350% 2047 Notes herein provided for and any Exchange Notes issued with respect to the 4.350% 2047 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 4.350% 2047 Notes herein provided for. Any additional 4.350% 2047 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  (d)          Payment. Principal of, premium, if any, and interest on the 4.350% 2047 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 4.350% 2047 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 4.350% 2047 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  
    32

    
      


  

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 4.350% 2047 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 4.350% 2047 Notes represented by Global Securities, the Company may issue 4.350% 2047 Notes in definitive form in exchange for 4.350% 2047 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 4.350% 2047 Notes will be entitled to physical delivery in definitive form of 4.350% 2047 Notes, equal in principal amount to such beneficial interest and to have such 4.350% 2047 Notes registered
    in its name as shall be established in a Company Order.

   

  (g)          Interest. The 4.350% 2047 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 4.350% Senior Notes due 2047 issued by Celgene that were accepted in the Exchange Offer at the rate of 4.350% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are May 15 and November 15, commencing on May 15, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on May 1 or November 1, as the case may be,
    next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due, and
    no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  (h)          Authorized Denominations. The 4.350% 2047 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 4.350% 2047 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  Section 2.19         General Terms and Conditions of the 4.550% 2048 Notes.

   

  (a)          Designation and Principal Amount. There is hereby authorized and established a series
    of Securities under the Indenture, designated as the “4.550% Notes due 2048,” which is not limited in aggregate principal amount. The aggregate principal amount of 4.550% 2048 Notes to be issued shall be as set forth in any Company Order for the
    authentication and delivery of the 4.550% 2048 Notes, pursuant to Section 303 of the Base Indenture.

   

  
    33

    
      


  

  (b)          Maturity. The Stated Maturity of principal of the 4.550% 2048 Notes is February 20,
    2048. If the Stated Maturity is not a Business Day, the Company will make the required payment on the following Business Day, and no interest will accrue as a result of such delay.

   

  (c)          Additional Issues. The Company may from time to time, without notice to or the consent
    of the Holders of the 4.550% 2048 Notes, create and issue additional 4.550% 2048 Notes. Any such additional 4.550% 2048 Notes will rank equally and ratably with the 4.550% 2048 Notes and will have the same interest rate, maturity date and other terms
    as the 4.550% 2048 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional 4.550%
    2048 Notes. Any such additional 4.550% 2048 Notes, together with the 4.550% 2048 Notes herein provided for and any Exchange Notes issued with respect to the 4.550% 2048 Notes in accordance with the Registration Rights Agreement, will constitute a
    single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the 4.550% 2048 Notes herein provided for. Any additional 4.550% 2048 Notes may be issued by or pursuant to a Board Resolution or a
    supplement to the Indenture.

   

  (d)          Payment. Principal of, premium, if any, and interest on the 4.550% 2048 Notes shall be
    payable in U.S. dollars.

   

  (e)          Global Notes. Upon their original issuance, the 4.550% 2048 Notes will be represented
    by one or more Global Securities registered in the name of the Custodian. The Company will issue the 4.550% 2048 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit the Global Securities with the
    Depository or its custodian and register the Global Securities in the name of the Custodian.

   

  (f)          Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to
    continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the 4.550% 2048 Notes and has not been cured or waived, or (3) the Company at any
    time and in its sole discretion determines not to have the 4.550% 2048 Notes represented by Global Securities, the Company may issue 4.550% 2048 Notes in definitive form in exchange for 4.550% 2048 Notes issued in the form of Global Securities. In any
    such instance, an owner of a beneficial interest in the 4.550% 2048 Notes will be entitled to physical delivery in definitive form of 4.550% 2048 Notes, equal in principal amount to such beneficial interest and to have such 4.550% 2048 Notes registered
    in its name as shall be established in a Company Order.

   

  (g)          Interest. The 4.550% 2048 Notes will bear interest (computed on the basis of a 360-day
    year consisting of twelve 30-day months) from (and including) the most recent date on which interest has been paid by Celgene on the 4.550% Senior Notes due 2048 issued by Celgene that were accepted in the Exchange Offer at the rate of 4.550% per
    annum, payable semiannually; interest payable on each Interest Payment Date (as defined in the Base Indenture) will include interest accrued from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
    Payment Dates on which such interest shall be payable are February 20 and August 20, commencing on February 20, 2020; and the Record Date for the interest payable on any Interest Payment Date is the close of business on February 1 or August 1, as the
    case may be, next preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment
    was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

   

  
    34

    
      


  

  (h)          Authorized Denominations. The 4.550% 2048 Notes shall be issuable in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof.

   

  (i)           Redemption. The 4.550% 2048 Notes are subject to redemption at the option of the
    Company as described in Article Three hereof.

   

  (j)           Appointment of Agents. The Trustee will initially be the Security Registrar and
    Paying Agent for the Notes and will act as such only at its offices in New York, New York.

   

  ARTICLE III

  REDEMPTION OF THE NOTES

   

  Section 3.01         Optional Redemption by Company. (a) Any series of the Notes may be redeemed, in whole or in part, at
    the Company’s option, at any time or from time to time upon mailed notice to the registered address of the Holder:

   

  (i)           at least 15 days but not more than 60 days prior to the redemption in the case of the 2.875% 2021 Notes, 2.750% 2023 Notes, 3.250% 2023 Notes, 3.450% 2027 Notes, 3.900% 2028 Notes, 4.350%
    2047 Notes and 4.550% 2048 Notes; and

   

  (ii)         at least 30 days but not more than 60 days prior to the redemption in the case of the 2.875% 2020 Notes, 3.950% 2020 Notes, 2.250% 2021 Notes, 3.250% 2022 Notes, 3.550% 2022 Notes, 4.000%
    2023, 3.625% 2024 Notes, 3.875% 2025 Notes, 5.700% 2040 Notes, 5.250% 2043 Notes, 4.625% 2044 Notes and 5.000% 2045 Notes.

   

  (b)          The redemption price of (x) the Par Call Notes, if redeemed at any time prior to the applicable Par Call Date (as defined below), and (y) the Non-Par Call Notes, if redeemed at any time
    prior to the Stated Maturity, will be equal to the greater of:

   

  (i)           100% of the principal amount of the Notes of the applicable series to be redeemed; or

   

  (ii)         the sum of the present values of the Remaining Scheduled Payments on the applicable Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day
    year consisting of twelve 30-day months), at a rate equal to the sum of the applicable Treasury Rate

   

  
    35

    
      


  

  plus:

   

  
    
      	

            	•	
              20 basis points in the case of the 2.875% 2020 Notes;

            


    

  

   

  
    
      	

            	•	
              25 basis points in the case of the 3.950% 2020 Notes;

            


    

  

   

  
    
      	

            	•	
              10 basis points in the case of the 2.875% 2021 Notes;

            


    

  

   

  
    
      	

            	•	
              15 basis points in the case of the 2.250% 2021 Notes;

            


    

  

   

  
    
      	

            	•	
              25 basis points in the case of the 3.250% 2022 Notes;

            


    

  

   

  
    
      	

            	•	
              25 basis points in the case of the 3.550% 2022 Notes;

            


    

  

   

  
    
      	

            	•	
              12.5 basis points in the case of the 2.750% 2023 Notes;

            


    

  

   

  
    
      	

            	•	
              15 basis points in the case of the 3.250% 2023 Notes;

            


    

  

   

  
    
      	

            	•	
              20 basis points in the case of the 4.000% 2023 Notes;

            


    

  

   

  
    
      	

            	•	
              15 basis points in the case of the 3.625% 2024 Notes;

            


    

  

   

  
    
      	

            	•	
              30 basis points in the case of the 3.875% 2025 Notes;

            


    

  

   

  
    
      	

            	•	
              20 basis points in the case of the 3.450% 2027 Notes;

            


    

  

   

  
    
      	

            	•	
              20 basis points in the case of the 3.900% 2028 Notes;

            


    

  

   

  
    
      	

            	•	
              30 basis points in the case of the 5.700% 2040 Notes;

            


    

  

   

  
    
      	

            	•	
              25 basis points in the case of the 5.250% 2043 Notes;

            


    

  

   

  
    
      	

            	•	
              20 basis points in the case of the 4.625% 2044 Notes;

            


    

  

   

  
    
      	

            	•	
              35 basis points in the case of the 5.000% 2045 Notes;

            


    

  

   

  
    
      	

            	•	
              25 basis points in the case of the 4.350% 2047 Notes; and

            


    

  

   

  
    
      	

            	•	
              25 basis points in the case of the 4.550% 2048 Notes.

            


    

  

   

  plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable date of redemption.

   

  The redemption price of the Par Call Notes, if redeemed at any time on or after the applicable Par Call Date, will be equal to 100% of the principal amount of the Par Call Notes to be redeemed, plus
    accrued and unpaid interest on the principal amount of such Par Call Notes being redeemed to such date of redemption.

   

  
    36

    
      


  

  (c)          Notice of any redemption of the Notes of each series shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture;
    provided, however, that any such notice in lieu of stating the applicable redemption price, shall state the manner in which such redemption price shall be calculated, if applicable. If the Company has given notice of redemption as provided in the Base
    Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the applicable redemption date referred to in that notice, such Notes will cease to bear interest on such applicable redemption date. Any
    interest accrued to such applicable redemption date will be paid as specified in such notice.

   

  (e)          The following defined terms used in this Article Three shall, unless the context otherwise requires, have the meanings specified below.

   

  “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as having
      an actual or interpolated maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
      of a comparable maturity to the remaining term of such notes (assuming for this purpose that the Notes matured on (a) their respective Par Call Dates in the case of (i) the 2.750% 2023 Notes, (ii) the 3.250% 2023 Notes, (iii) the 3.450% 2027 Notes,
      (iv) the 3.900% 2028 Notes, (v) the 4.350% 2047 Notes and (vi) the 4.550% 2048 Notes, and (b) their respective maturity dates in the case of all other series of Par Call Notes).

   

  “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after
      excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

   

  “Par Call Date” shall mean the date set forth below

   

  
    
      	

            	•	
              With respect to the 2.750% 2023 Notes, at any time on or after January 15, 2023;

            


    

  

   

  
    
      	

            	•	
              With respect to the 3.250% 2023 Notes, at any time on or after January 20, 2023;

            


    

  

   

  
    
      	

            	•	
              With respect to the 3.625% 2024 Notes, at any time on or after February  15, 2024;

            


    

  

   

  
    
      	

            	•	
              With respect to the 3.875% 2025 Notes, at any time on or after May 15, 2025;

            


    

  

   

  
    
      	

            	•	
              With respect to the 3.450% 2027 Notes, at any time on or after August 15, 2027;

            


    

  

   

  
    
      	

            	•	
              With respect to the 3.900% 2028 Notes, at any time on or after November 20, 2027;

            


    

  

   

  
    37

    
      


  

  
    
      	

            	•	
              With respect to the 4.625% 2044 Notes, at any time on or after November 15, 2043;

            


    

  

   

  
    
      	

            	•	
              With respect to the 5.000% 2045 Notes, at any time on or after February 15, 2045

            


    

  

   

  
    
      	

            	•	
              With respect to the 4.350% 2047 Notes, at any time on or after May 15, 2047; and

            


    

  

   

  
    
      	

            	•	
              With respect to the 4.550% 2048 Notes, at any time on or after August 20, 2047.

            


    

  

   

  “Reference Treasury Dealer” means (a) each of Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, or their respective affiliates, and
    their respective successors with respect to the 3.625% 2024 Notes and 4.625% 2044 Notes; Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, or their
    respective affiliates, and their respective successors with respect to the 2.750% 2023 Notes, 3.450% 2027 Notes and 4.350% 2047 Notes; Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC,
    or their respective affiliates, and their respective successors with respect to the 3.250% 2022 Notes; Morgan Stanley & Co. LLC, or its affiliates, and its successor with respect to the 2.250% 2021 Notes; Citigroup Global Markets Inc., Deutsche
    Bank Securities Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective affiliates, and their respective successors with respect to the 2.875% 2021 Notes, 3.250% 2023 Notes, 3.900% 2028 Notes and
    4.550% 2048 Notes; Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. Incorporated, or their respective affiliates, and their respective successors with respect to the 3.950% 2020 Notes and 5.700% 2040 Notes;
    Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, or their respective affiliates, and their respective successors with respect to the 4.000% 2023 Notes and 5.250% 2043 Notes; and J.P.
    Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective affiliates, and their respective successors with respect to the 2.875% 2020 Notes,
    3.550% 2022 Notes, 3.875% 2025 Notes and 5.000% 2045 Notes; and (b) one other primary U.S. Government securities dealer in the City of New York selected by the Company. If any such firm shall cease to be a primary U.S. Government securities dealer, the
    Company will substitute another nationally recognized investment banking firm that is a primary U.S. Government securities dealer.

   

  “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid
      and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day
      preceding such redemption date.

   

  “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes of such series that would be due after the related redemption date but for that
    redemption, assuming the Par Call Notes matured on (a) their respective Par Call Dates in the case of (i) the 2.750% 2023 Notes, (ii) the 3.250% 2023 Notes, (iii) the 3.450% 2027 Notes, (iv) the 3.900% 2028 Notes, (v) the
      4.350% 2047 Notes and (vi) the 4.550% 2048 Notes, and (b) their respective maturity dates in the case of all other series of Par Call Notes. If that redemption date is not an interest payment date with respect to the Notes of such series, the
    amount of the next succeeding scheduled interest payment on the Notes of such series will be reduced by the amount of interest accrued on the Notes of such series to such redemption date.

   

  
    38

    
      


  

  “Treasury Rate” means, as obtained by the Company, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or
      interpolated (on a day count basis) of the applicable Comparable Treasury Issue, assuming a price for the applicable Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for
      such redemption date. On and after the redemption date for the notes of any series, interest will cease to accrue on the notes of that series or any portion thereof called for redemption, unless we default in the payment of the redemption price.

   

  (e) At or prior to the time of giving of any notice of redemption to the Holders of any Redeemable Notes to be redeemed, the Company shall deliver, if applicable, an Officer’s Certificate to the
    Trustee setting forth the calculation of the redemption price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the applicable
    redemption price, as so calculated and set forth in such Officer’s Certificate.

   

  Section 3.02         No Sinking Fund. The Notes are not entitled to the benefit of any sinking fund.

   

  ARTICLE IV

  FORMS OF NOTES

   

  Section 4.01        Form of Notes; Book Entry Provisions. (a) The Notes and the Trustee’s Certificate
    of Authentication to be endorsed thereon are to be substantially in the forms set forth in the corresponding Exhibit attached hereto (other than, with respect to (x) any additional Notes of any series of the Notes, changes related to issue date, issue
    price and first Interest Payment Date of such additional Notes and (y) any Exchange Notes of any series of the Notes, changes related to legends, transfer restrictions, CUSIP/ISIN numbers and other changes customary for registered notes). The Notes may
    have notations, legends or endorsements required by law, rule or usage to which the Company is subject. Each Note shall be dated the date of its authentication.

   

  (i)         The Notes shall be initially issued only to (A) to persons reasonably believed to be QIBs in reliance on Rule 144A or (B) outside the United States, to persons other than
    “U.S. persons” as defined in Rule 902 under the Securities Act in compliance with Regulation S. Notes may thereafter be transferred to, among others, purchasers reasonably believed to be QIBs, and purchasers in reliance on Regulation S, subject to the
    restrictions on transfer set forth herein. Notes initially issued pursuant to Rule 144A shall be issued in the form of one or more permanent Global Securities in fully registered form (collectively, the “Rule 144A Global Note”) and Notes initially
    issued pursuant to Regulation S shall be issued in the form of one or more permanent global securities in fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons and with the Global Notes Legend and
    the applicable Restricted Notes Legend set forth in Section 4.02(d) hereof, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository and registered in the name of the
    Custodian or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Eleventh Supplemental Indenture.

   

  
    39

    
      


  

  (ii)        Beneficial interests in Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes of the same series if (1) such exchange occurs in connection
    with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Regulation S Global Note first delivers to the Trustee a written certificate (in the form of the Form of Exchange Certificate attached to the
    applicable Exhibit hereto) to the effect that the beneficial interest in the Regulation S Global Note, is being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB
    in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

   

  (iii)        Beneficial interests in Rule 144A Global Notes may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note only if the
    transferor first delivers to the Trustee a written certificate (in the form of Exhibit A hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S (if applicable).

   

  (iv)        The Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Global Notes may
    from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

   

  (c)          This Section 4.01(c) shall apply only to a Global Note deposited with or on behalf of the Depository.

   

  (i)         The Company shall execute and the Trustee shall, in accordance with this Section 4.01(c), authenticate and deliver initially one or more Global Notes that (A) shall be
    registered in the name of the Depository for such Global Note or the nominee of such Depository and (B) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the
    Depository.

   

  (ii)          Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Eleventh Supplemental Indenture with respect to any Global Note held on
    their behalf by the Depository or by the Trustee as custodian for the Depository or under such Global Note, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such
    Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization
    furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

   

  
    40

    
      


  

  (iii)         None of the Trustee, any agent of the Trustee, any Paying Agent and the Security Registrar shall have any obligation or duty to monitor, determine or inquire as to
    compliance with any restrictions on transfer imposed under this Eleventh Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial
    owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Eleventh Supplemental Indenture, and
    to examine the same to determine substantial compliance as to form with the express requirements hereof.

   

  (d)          Except as provided in Section 4.02 or 4.03 hereof, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Notes in definitive form.

   

  (e)         The terms and provisions contained in the Notes shall constitute, and are expressly made, a part of this Eleventh Supplemental Indenture and, to the extent applicable, the Company and the
    Trustee, by their execution and delivery of this Eleventh Supplemental Indenture, expressly agree to such terms and provisions and agree to be bound thereby. If there is any conflict between the terms of the Notes and this Eleventh Supplemental
    Indenture, the terms of this Eleventh Supplemental Indenture shall govern.

   

  (f)          The Notes may be presented for registration of transfer and exchange at the offices of the Security Registrar.

   

  Section 4.02         Special Transfer Provisions.

   

  (a)         Restrictions on Transfer of a Note in definitive form for a Beneficial Interest in a Global Note. A definitive Note may not be exchanged for a
    beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the
    Company and the Security Registrar, together with:

   

  (i)          certification (in the form set forth on the reverse side of the Initial Note) that such definitive Note is being transferred (A) to a QIB in accordance with Rule 144A or
    (B) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 903 or Rule 904 under the Securities Act; and

   

  (ii)         written instructions directing the Trustee to make, or to direct the Custodian to make, an adjustment on its books and records with respect to such Global Note to
    reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee shall cancel such
    definitive Note and cause, or direct the Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Custodian, the aggregate principal amount of Notes represented by the Global Note to be
    increased by the aggregate principal amount of the definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal
    amount of the definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for certificated securities pursuant to Section 4.03 hereof, the Company shall issue and the Trustee shall
    authenticate, upon receipt of a Company order, a new Global Note in the appropriate principal amount.

   

  
    41

    
      


  

  (c)          Transfer and Exchange of Global Notes.

   

  (i)           The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this Eleventh Supplemental
    Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Note shall deliver a written order given in accordance with the
    Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in such Global Note or another Global Note and such account shall be credited in accordance with such order
    with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred. Transfers by an owner of a beneficial
    interest in a Rule 144A Global Note to a transferee who takes delivery of such interest through a Regulation S Global Note, whether before or after the expiration of the Restricted Period, shall be made only upon receipt by the Trustee of a
    certification from the transferor to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S or (if available) Rule 144 under the Securities Act and that, if such transfer is being made prior to the
    expiration of the Restricted Period, the interest transferred shall be held immediately thereafter through Euroclear or Clearstream.

   

  (ii)         If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Security Registrar shall reflect
    on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar shall
    reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred.

   

  (iii)        Notwithstanding any other provisions of this Eleventh Supplemental Indenture (other than the provisions set forth in Section 4.03 hereof), a Global Note may not be
    transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of
    such successor Depository.

   

  (iv)        In the event that a Global Note is exchanged for Notes in definitive form prior to the consummation of the Registered Exchange Offer or the effectiveness of the shelf
    registration statement with respect to such Notes, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this section (including the certification requirements set forth on the
    reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144, Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the case may be) and such other procedures as may from
    time to time be adopted by the Company.

   

  
    42

    
      


  

  (d)          Restrictions on Transfer of Regulation S Global Notes.

   

  (i)          Prior to the expiration of the Restricted Period, interests in a Regulation S Global Note may only be held through Euroclear or Clearstream. During the Restricted
    Period, beneficial ownership interests in a Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures and only (A) to the Company, (B) so long as such security is
    eligible for resale pursuant to Rule 144A, to a person whom the selling holder reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in
    reliance on Rule 144A, (C) in an offshore transaction in accordance with Regulation S, (D) pursuant to an available exemption from registration under the Securities Act or (E) pursuant to an effective registration statement under the Securities Act, in
    each case in accordance with any applicable securities laws of any state of the United States; provided, however, that prior to the expiration of the Restricted Period,
    transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. person or for the account or benefit of a U.S. person. Prior to the expiration of the Restricted Period, transfers by an owner of a beneficial interest in a
    Regulation S Global Note to a transferee who takes delivery of such interest through a Rule 144A Global Note shall be made only in accordance with the Applicable Procedures, pursuant to Rule 144 or Rule 144A and upon receipt by the Trustee of a written
    certification from the transferor of the beneficial interest in the form provided on the reverse of the Initial Note to the effect that such transfer is being made to a person whom the transferor reasonably believes is a QIB within the meaning of Rule
    144A in a transaction meeting the requirements of Rule 144A. Such written certification shall no longer be required after the expiration of the Restricted Period. In the case of a transfer of a beneficial interest in a Regulation S Global Note for an
    interest in a Rule 144A Global Note, the transferee must, at the request of the Company, deliver an opinion of counsel reasonably acceptable to the Company stating that the proposed transfer is being made pursuant to an exemption from, or in a
    transaction not subject to, the registration requirements of the Securities Act.

   

  (ii)          Upon the expiration of the Restricted Period, beneficial ownership interests in a Regulation S Global Note shall be transferable in accordance with applicable law and
    the other terms of the Indenture.

   

  (e)          Legend.

   

  (i)          Except as permitted by the following paragraphs (ii), (iii), (iv) or (v) each Note certificate evidencing the Global Notes and the definitive Notes (and all Notes issued
    in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):

   

  
    43

    
      


  

  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
    FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

   

  
    	 	
            (1)

          	
            REPRESENTS THAT

          


  

   

  
     

  

  
    	

          	
            (A)

          	
            (x)          IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE
                INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR

          


  

   

  

  
    
      
        
          (y)           IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

        

      

    

  

   

  
    
      	

            	(B)	
              IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

            


    

  

   

  
    
      	

            	(2)	
              AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES
                LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

            


    

  

   

  
    
      	

            	(A)	
              TO BRISTOL-MYERS SQUIBB COMPANY,

            


    

  

   

  
    
      	

            	(B)	
              PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(C)	
              TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(D)	
              IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

            


    

  

   

  
    
      	

            	(E)	
              PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  
    44

    
      


  

  
    
      	

            	(3)	
              PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE,
                BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
                THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  Each Global Note shall bear a legend substantially in the following form:

   

  THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND
    UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE
    DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
    SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

   

  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
    CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

   

  
    45

    
      


  

  Each Note in definitive form shall bear the following additional legend:

   

  IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
    CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

   

  (ii)         Upon any sale or transfer of a Transfer Restricted Note that is a definitive Note, the Security Registrar shall permit the Holder thereof to exchange such Transfer
    Restricted Note for a definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Security Registrar that its request for such
    exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Note).

   

  (iii)        After a transfer of any Initial Notes during the period of the effectiveness of a shelf registration statement with respect to such Initial Notes, as the case may be,
    all requirements pertaining to the Restricted Notes Legend on such Initial Notes shall cease to apply and the requirements that any such Initial Notes be issued in global form shall continue to apply.

   

  (iv)        Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes pursuant to which Holders of such Initial Notes are offered Exchange Notes in
    exchange for their Initial Notes, all requirements pertaining to Initial Notes that Initial Notes be issued in global form shall continue to apply, and Exchange Notes in global form without the Restricted Notes Legend shall be available to Holders that
    exchange such Initial Notes in such Registered Exchange Offer.

   

  (v)         Upon a sale or transfer after the expiration of the Restricted Period of any Initial Note acquired pursuant to Regulation S, all requirements that such Initial Note bear
    the Restricted Notes Legend shall cease to apply and the requirements requiring any such Initial Note be issued in global form shall continue to apply.

   

  (f)          By its acceptance of any Note bearing any legend in Section 4.02(e) hereof, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Eleventh
    Supplemental Indenture and in such legend in Section 4.02(e) hereof and agrees that it shall transfer such Note only as provided in this Eleventh Supplemental Indenture.

   

  ARTICLE V

  ORIGINAL ISSUE OF NOTES

   

  Section 5.01        Original Issue of the 2.875% 2020 Notes. 2.875% 2020 Notes in the aggregate principal amount of
    $1,243,777,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 2.875% 2020
    Notes as in said Company Order provided.

   

  Section 5.02        Original Issue of the 3.950% 2020 Notes. 3.950% 2020 Notes in the aggregate principal amount of
    $436,313,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 3.950% 2020
    Notes as in said Company Order provided.

   

  
    46

    
      


  

  Section 5.03         Original Issue of the 2.875% 2021 Notes. 2.875% 2021 Notes in the aggregate principal amount of
    $434,815,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 2.875% 2021
    Notes as in said Company Order provided.

   

  Section 5.04         Original Issue of the 2.250% 2021 Notes. 2.250% 2021 Notes in the aggregate principal amount of
    $464,576,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 2.250% 2021
    Notes as in said Company Order provided.

   

  Section 5.05         Original Issue of the 3.250% 2022 Notes. 3.250% 2022 Notes in the aggregate principal amount of
    $861,709,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 3.250% 2022
    Notes as in said Company Order provided.

   

  Section 5.06         Original Issue of the 3.550% 2022 Notes. 3.550% 2022 Notes in the aggregate principal amount of
    $891,870,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 3.550% 2022
    Notes as in said Company Order provided.

   

  Section 5.07         Original Issue of the 2.750% 2023 Notes. 2.750% 2023 Notes in the aggregate principal amount of
    $697,660,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 2.750% 2023
    Notes as in said Company Order provided.

   

  Section 5.08         Original Issue of the 3.250% 2023 Notes. 3.250% 2023 Notes in the aggregate principal amount of
    $932,101,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 3.250% 2023
    Notes as in said Company Order provided.

   

  Section 5.09         Original Issue of the 4.000% 2023 Notes. 4.000% 2023 Notes in the aggregate principal amount of
    $636,086,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 4.000% 2023
    Notes as in said Company Order provided.

   

  Section 5.10         Original Issue of the 3.625% 2024 Notes. 3.625% 2024 Notes in the aggregate principal amount of
    $882,510,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 3.625% 2024
    Notes as in said Company Order provided.

   

  
    47

    
      


  

  Section 5.11         Original Issue of the 3.875% 2025 Notes. 3.875% 2025 Notes in the aggregate principal amount of
    $2,379,532,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 3.875% 2025
    Notes as in said Company Order provided.

   

  Section 5.12         Original Issue of the 3.450% 2027 Notes. 3.450% 2027 Notes in the aggregate principal amount of
    $961,528,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 3.450% 2027
    Notes as in said Company Order provided.

   

  Section 5.13         Original Issue of the 3.900% 2028 Notes. 3.900% 2028 Notes in the aggregate principal amount of
    $1,456,162,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 3.900% 2028
    Notes as in said Company Order provided.

   

  Section 5.14         Original Issue of the 5.700% 2040 Notes. 5.700% 2040 Notes in the aggregate principal amount of
    $245,785,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 5.700% 2040
    Notes as in said Company Order provided.

   

  Section 5.15         Original Issue of the 5.250% 2043 Notes. 5.250% 2043 Notes in the aggregate principal amount of
    $391,925,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 5.250% 2043
    Notes as in said Company Order provided.

   

  Section 5.16         Original Issue of the 4.625% 2044 Notes. 4.625% 2044 Notes in the aggregate principal amount of
    $976,477,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 4.625% 2044 as
    in said Company Order provided.

   

  Section 5.17        Original Issue of the 5.000% 2045 Notes. 5.000% 2045 Notes in the aggregate principal amount of
    $1,959,524,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 5.000% 2045
    Notes as in said Company Order provided.

   

  Section 5.18        Original Issue of the 4.350% 2047 Notes. 4.350% 2047 Notes in the aggregate principal amount of
    $1,236,433,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 4.350% 2047
    Notes as in said Company Order provided.

   

  
    48

    
      


  

  Section 5.19        Original Issue of the 4.550% 2048 Notes. 4.550% 2048 Notes in the aggregate principal amount of
    $1,456,840,000 may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 4.550% 2048
    Notes as in said Company Order provided.

   

  ARTICLE VI

  AMENDMENTS, SUPPLEMENTS AND WAIVERS

   

  Section 6.01         Amendments, Supplements and Waivers. The Company and the Trustee may amend, supplement or waive any
    covenant or provision set forth in this Eleventh Supplemental Indenture or the Notes as provided in Article Nine of the Base Indenture.

   

  ARTICLE VII

  MISCELLANEOUS

   

  Section 7.01        Ratification of Indenture. The Indenture, as supplemented by this Eleventh Supplemental Indenture, is
    in all respects ratified and confirmed, and this Eleventh Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

   

  Section 7.02        Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by
    the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Eleventh Supplemental Indenture.

   

  Section 7.03         Governing Law. This Eleventh Supplemental Indenture and each Note shall be governed by and construed
    in accordance with the laws of the State of New York.

   

  Section 7.04        Separability. In case any one or more of the provisions contained in this Eleventh Supplemental
    Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Eleventh Supplemental Indenture or of the
    Notes, but this Eleventh Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

   

  Section 7.05        Counterparts. This Eleventh Supplemental Indenture may be executed in any number of counterparts each
    of which shall be an original; but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Eleventh Supplemental Indenture and of signature pages by facsimile or electronic format (i.e., “pdf” or
    “tif”) transmission shall constitute effective execution and delivery of this Eleventh Supplemental Indenture as to the parties hereto and may be used in lieu of the original Eleventh Supplemental Indenture for all purposes. Signatures of the parties
    hereto transmitted by facsimile or electronic format (i.e., “pdf” or “tif”) shall be deemed to be their original signatures for all purposes.

   

  
    49

    
      


  

  IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be duly executed, all as of the day and year first above written.

   

  	 	
          BRISTOL-MYERS SQUIBB COMPANY

        
	 	 
	 	
          By:

        	
          /s/ William Szablewski

        
	 	 	
          Name: William Szablewski

        
	 	 	
          Title:    Assistant Treasurer

        


  

  

  
    [Signature Page to Eleventh Supplemental Indenture]

    

    

  

  
    
      


  

  	 	
          THE BANK OF NEW YORK MELLON,

        
	 	
          as Trustee

        
	 	 
	 	
          By:

        	
          /s/ Laurence J. O’Brien

        
	 	 	
          Name: Laurence J. O’Brien

        
	 	 	
          Title: Vice President

        


  

  

  
    [Signature Page to Eleventh Supplemental Indenture]

     

    

  

  
    
      


  

  
  EXHIBIT A

   

  FORM OF CERTIFICATE TO BE

  DELIVERED IN CONNECTION WITH

  TRANSFERS PURSUANT TO REGULATION S

   

  [Date]

   

  Attention:

   

  Re:

   

  Bristol-Myers Squibb Company (the “Company”)

  [applicable series of Notes] (the “Securities”)

   

  Ladies and Gentlemen:

   

  In connection with our proposed sale of $______________ aggregate principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities
    Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

   

  
    
      	

            	(1)	
              the offer of the Securities was not made to a person in the United States;

            


    

  

   

  
    
      	

            	(2)	
              either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was
                executed in, on or through the facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows that the transaction has been prearranged with a buyer in the United States;

            


    

  

   

  
    
      	

            	(3)	
              no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903 or Rule 904 of Regulation S, as applicable;

            


    

  

   

  
    
      	

            	(4)	
              the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

            


    

  

   

  
    
      	

            	(5)	
              we have advised the transferee of the transfer restrictions applicable to the Securities.

            


    

  

   

  You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with
    respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

   

  	 	
          Very truly yours,

        
	 	 
	 	
          [Name of Transferor]

        


   

  

  	 	
          By:

        	 	 


  	 	 
	 	
          Authorized Signature

        


  

  

  
    A-1

    
      


  

  
  EXHIBIT B

   

  (FORM OF FACE OF INITIAL NOTE)

   

  [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
    FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK
    CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
    TO ON THE REVERSE HEREOF.

   

  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
    THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

   

  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY
    ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

   

  
    	 	
            (1)

          	
            REPRESENTS THAT

          


  

   

  
    
      
        
          
            	

                  	
                    (A)

                  	
                    (x)          IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT
                      EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR

                  


             

             

            

            (y)          IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

          

        

        
          
            
              
                
                  

                  

                

              

            

          

        

      

    

  

  
    
      	

            	(B)	
              IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

            


    

  

   

  
    B-1

    
      


  

  
    
      	

            	(2)	
              AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES
                LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

            


    

  

   

  
    
      	

            	(A)	
              TO BRISTOL-MYERS SQUIBB COMPANY,

            


    

  

   

  
    
      	

            	(B)	
              PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(C)	
              TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(D)	
              IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

            


    

  

   

  
    
      	

            	(E)	
              PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  
    
      	

            	(3)	
              PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE,
                BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
                THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES
    WITH THE FOREGOING RESTRICTIONS.](2)

   

    


  
    
       

      

      	
              (1)

            	
              Applies to Global Notes only

            


       

      

    

    
      	
              (2)

            	
              Applies to Notes in definitive form only

            


    

     

  

  
    B-2

    
      


  

  BRISTOL-MYERS SQUIBB COMPANY

   

  2.875% Notes due 2020

   

  CUSIP NO. [●]1

   

  ISIN NO. [●]2

   

  
    	No. [●]	 Principal Amount $[●]


  

   

  

  BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
    hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on August 15, 2020 at the office or agency of the Company in New York, New York designated for such purpose by the
    Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment
    shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 15 and August 15 of each year, commencing February 15, 2020, at said office or agency (except as provided below), in
    like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 2.875% Senior Notes due 2020 issued
    by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any February 15 or August 15 will, except
    as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental
    Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental
    Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh
    Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to
    The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities)
    is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered
    address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name
    this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to
    Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as
    may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

   

  
    


  
    
       

        	1	Regulation 144A Note CUSIP:

              	
                110122 BC1

              
	 	Regulation S Note CUSIP: 	
                U11009 AC8 

              


      

    

  

  
    
      	2	
              Regulation 144A Note ISIN:

              

            	US110122BC13
	 	
              Regulation S Note ISIN:

            	
              USU11009AC80

            


       

      

    

  

  
    B-3

    
      


  

  This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 2.875% Notes due 2020 (herein called the “Notes”), unlimited in aggregate principal
    amount.

   

  Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
    principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security
    Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in exchange therefor,
    subject to the limitations provided in the Indenture.

   

  No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

   

  Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

   

  Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose.

   

  

  
    B-4

    
      


  

  IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

   

  	
          Dated:

        	
          BRISTOL-MYERS SQUIBB COMPANY

        
	 	 	 
	 	
          By:

        	 
	 	 	
          Name: Jeffrey Galik

        
	 	 	
          Title:    Treasurer

        


  

  

  	
          Attest

        
	 
	
          By:

        	 	 
	 	
          Name: Katherine R. Kelly

        	
          

          

        
	 	
          Title: Vice President and Corporate Secretary

        	
          

          

        


  

  

  TRUSTEE’S CERTIFICATE OF AUTHENTICATION

   

  This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

   

  	 	
          THE BANK OF NEW YORK MELLON,

        
	 	
          as Trustee

        
	 	 	 
	 	
          By:

        	

        
	 	

        	
          Authorized Signatory

        


  

  

  
    B-5

    
      


  

  REVERSE OF NOTE

   

  This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under and
    pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities thereunder of the
    Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

   

  The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or
    changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a majority in
    principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Securities at
    the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series
    under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof
    or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of
    and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

   

  Registrar and Paying Agent

   

  The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency where
    Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the
    appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

   

  Optional Redemption of the Notes

   

  At any time prior to August 15, 2020, the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the registered
    address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

   

  
    B-6

    
      


  

  (a) 100% of the principal amount of the Notes being redeemed, or

   

  (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
    months), at a rate equal to the sum of the applicable Treasury Rate plus 20 basis points;

   

  plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

   

  Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any
    such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any
    Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified in such
    notice.

   

  “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as having
      an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
      of a comparable maturity to the remaining term of such Notes.

   

  “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
      excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

   

  “Reference Dealer” means each of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective
    affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company; provided, however, that
    if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

   

  “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the applicable
    Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

   

  
    B-7

    
      


  

  “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that redemption
    date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

   

  “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis)
    of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for the Notes,
    interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

   

  At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the calculation of
    the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated and set forth in
    such Officers’ Certificate.

   

  Additional Issues

   

  The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with the
    Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment
    of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights Agreement, will
    constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution or a supplement to the
    Indenture.

   

  Notes in Definitive Form

   

  If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default
    has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive form in
    exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in principal amount to
    such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

   

  Sinking Fund

   

  The Notes will not be subject to any sinking fund.

   

  
    B-8

    
      


  

  Default

   

  If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
    conditions provided in the Indenture.

   

  Miscellaneous

   

  Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which the
    principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory
    provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of,
    and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

   

  As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the Company
    shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall
    cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

   

  The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
    Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
    Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

   

  Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as
    the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

   

  This Note shall be construed in accordance with and governed by the laws of the State of New York.

   

  

  
    B-9

    
      


  

  
    ASSIGNMENT FORM

     
      	
              I or we assign and transfer this Security to:

            	
               

            
	 	 
	 	 
	 	 
	
              
                Insert social security or other identifying number of assignee

              

            	
               

            
	 	 
	
               

            	
               

            
	 	 
	 	 
	
              Print or type name, address and zip code of assignee

            	
               

            
	 	 
	
               

            	
               

            
	
               

            	
               

            


    

    

    

    
      	and irrevocably appoint 	 	,
	
              as agent, to transfer this Security on the books of the Company.

            	
               

            


    

    

    

    The agent may substitute another to act for him.

     

    	
            Date:

          	 	 


    

    

    	 	
            Signed

          	 
	 	
            (Sign exactly as name appears on the

          
	 	
            other side of this Security)

          


     

    

    Signature Guarantee*:

    
      
        	*	
                Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
                  other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

              


         

      

    

  

  
    B-10

    
      


  

  FORM OF TRANSFER CERTIFICATE

   

  In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
    after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that such Securities
    are being transferred in accordance with its terms:

   

  CHECK ONE BOX BELOW

   

    
      
        
          
            	(1)	☐  to the Company; or


          

        

         

        
          
            	(2)

                  	☐  pursuant to an effective registration statement under the Securities Act; or


          

        

         

        
          
            	(3) 

                  	☐  inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for
                    its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act;
                    or


          

        

         

        
          
            	(4) 

                  	☐  in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


          

        

         

        
          
            	(5) 

                  	☐  pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                    Securities Act.


             

            

          

        

        	 	
                
                  Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is
                    checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer
                    is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

                

              


        

        

      

      	 	 
	 	
              Signature

            


       

    

  

  
    B-11

    
      


  

  TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

   

  The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified
    institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has
    requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule
    144A.

   

  
    	
            Dated:

          	 	 	
            Notice: To be executed by an executive officer

          


  

   

  

  
    B-12

    
      


  

  FORM OF EXCHANGE CERTIFICATE

   

  Bristol-Myers Squibb Company

  430 East 29th Street, 14th Floor

  New York, New York 10016

   

  The Bank of New York Mellon

  240 Greenwich Street, Floor 7 East

  New York, New York 10286

   

  Re: 2.875% Notes due 2020

   

  Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental
    Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth
    Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February 27, 2017, the
    Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank of New York Mellon, a
    New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

   

  ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or interests
    (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the
    Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the
    requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

   

  This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

   

  
    B-13

    
      


  

  
  EXHIBIT C

   

   (FORM OF FACE OF INITIAL NOTE)

   

  [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
    FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK
    CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
    TO ON THE REVERSE HEREOF.

   

  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
    THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

   

  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY
    ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

   

  
    
      	 	
              (1)

            	
              REPRESENTS THAT

            


    

  

   

  

  
     

  

  
    
      
        	 	
                (A)

              	
                (x)         IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO
                  EACH SUCH ACCOUNT, OR

              


      

    

  

   

  

  
    
      
        
          (y)          IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

        

      

    

  

   

  

  
    
      	

            	(B)	
              IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

            


    

  

   

  
    C-1

    
      


  

  
    
      	

            	(2)	
              AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES
                LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

            


    

  

   

  
    
      	

            	(A)	
              TO BRISTOL-MYERS SQUIBB COMPANY,

            


    

  

   

  
    
      	

            	(B)	
              PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(C)	
              TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(D)	
              IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

            


    

  

   

  
    
      	

            	(E)	
              PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  
    
      	

            	(3)	
              PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE,
                BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
                THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES
    WITH THE FOREGOING RESTRICTIONS.](2)

   

    


  
    
      
         

        

        	(1)

                	
                Applies to Global Notes only

              


         

        

      

      
        	(2)

                	
                Applies to Notes in definitive form only

              


      

       

    

  

  
    C-2

    
      


  

  BRISTOL-MYERS SQUIBB COMPANY

   

  3.950% Notes due 2020

   

  CUSIP NO. [●]3

   

  ISIN NO. [●]4

   

  
    
      	No. [●]	 Principal Amount $[●]


    

  

   

  

  BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
    hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on October 15, 2020 at the office or agency of the Company in New York, New York designated for such purpose by the
    Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment
    shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on April 15 and October 15 of each year, commencing April 15, 2020, at said office or agency (except as provided below), in like
    coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 3.950% Senior Notes due 2020 issued by
    Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any April 15 or October 15 will, except as
    provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental
    Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental
    Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh
    Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to
    The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities)
    is registered at the close of business on the next preceding April 1 or October 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered
    address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name
    this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to
    Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as
    may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

   

  
    
      
        
          
            
              
                
                  
                    
                      
                        


                      
                        
                           

                            	3

                                  	Regulation 144A Note CUSIP:

                                  	110122 BD9
	 	Regulation S Note CUSIP: 	
                                    
                                      
                                        U11009 AD6

                                      

                                    

                                  


                          

                        

                      

                      
                        
                          	4

                                	
                                  Regulation 144A Note ISIN:

                                  

                                	US110122BD95
	 	
                                  Regulation S Note ISIN:

                                	
                                  
                                    
                                      
                                        USU11009AD63

                                      

                                    

                                  

                                


                           

                        

                      

                    

                  

                

              

            

          

        

      

    

  

  
    C-3

    
      


  

  This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 3.950% Notes due 2020 (herein called the “Notes”), unlimited in aggregate principal
    amount.

   

  Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
    principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security
    Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in exchange therefor,
    subject to the limitations provided in the Indenture.

   

  No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

   

  Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

   

  Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be
    valid or obligatory for any purpose.

   

  
    C-4

    
      


  

  
    IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

     

    	
            Dated:

          	
            BRISTOL-MYERS SQUIBB COMPANY

          
	 	 	 
	 	
            By:

          	 
	 	 	
            Name: Jeffrey Galik

          
	 	 	
            Title:    Treasurer

          


    

    

    	
            Attest

          
	 
	
            By:

          	 	 
	 	
            Name: Katherine R. Kelly

          	
            

            

          
	 	
            Title: Vice President and Corporate Secretary

          	
            

            

          


    

    

    TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

     

    	 	
            THE BANK OF NEW YORK MELLON,

          
	 	
            as Trustee

          
	 	 	 
	 	
            By:

          	

          
	 	

          	
            Authorized Signatory

          


    

    

  

  
    C-5

    
      


  

  REVERSE OF NOTE

   

  This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under and
    pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities thereunder of the
    Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

   

  The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or
    changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a majority in
    principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Securities at
    the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series
    under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof
    or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of
    and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

   

  Registrar and Paying Agent

   

  The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency where
    Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the
    appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

   

  Optional Redemption of the Notes

   

  At any time prior to October 15, 2020, the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the registered
    address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

   

  
    C-6

    
      


  

  (a) 100% of the principal amount of the Notes being redeemed, or

   

  (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
    months), at a rate equal to the sum of the applicable Treasury Rate plus 25 basis points;

   

  plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

   

  Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any
    such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any
    Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified in such
    notice.

   

  “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as having
      an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
      of a comparable maturity to the remaining term of such Notes.

   

  “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
      excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

   

  “Reference Dealer” means each of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective
    affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company; provided, however, that
    if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

   

  “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the applicable
    Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

   

  “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that redemption
    date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

   

  
    C-7

    
      


  

  “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis)
    of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for the Notes,
    interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

   

  At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the calculation of
    the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated and set forth in
    such Officers’ Certificate.

   

  Additional Issues

   

  The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with the
    Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment
    of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights Agreement, will
    constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution or a supplement to the
    Indenture.

   

  Notes in Definitive Form

   

  If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default
    has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive form in
    exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in principal amount to
    such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

   

  Sinking Fund

   

  The Notes will not be subject to any sinking fund.

   

  
    C-8

    
      


  

  Default

   

  If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
    conditions provided in the Indenture.

   

  Miscellaneous

   

  Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which the
    principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory
    provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of,
    and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

   

  As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the Company
    shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall
    cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

   

  The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
    Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
    Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

   

  Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as
    the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

   

  This Note shall be construed in accordance with and governed by the laws of the State of New York.

   

  
    C-9

    
      


  

  
    ASSIGNMENT FORM

     
      	
              I or we assign and transfer this Security to:

            	
               

            
	 	 
	 	 
	 	 
	
              
                Insert social security or other identifying number of assignee

              

            	
               

            
	 	 
	
               

            	
               

            
	 	 
	
              Print or type name, address and zip code of assignee

            	
               

            
	 	 
	
               

            	
               

            
	
               

            	
               

            


    

    

    

    
      	and irrevocably appoint 	 	,
	
              as agent, to transfer this Security on the books of the Company.

            	
               

            


    

    

    

    The agent may substitute another to act for him.

     

    	
            Date:

          	 	 


    

    

    	 	
            Signed

          	 
	 	
            (Sign exactly as name appears on the

          
	 	
            other side of this Security)

          


  

  
    

    

    Signature Guarantee*:

  
    
      	*	
              Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
                other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

            


       

      

    

  

  
    C-10

    
      


  

  FORM OF TRANSFER CERTIFICATE

   

  In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
    after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that such Securities
    are being transferred in accordance with its terms:

   

  CHECK ONE BOX BELOW

   

    
      
        
          
            	(1)	☐  to the Company; or


          

        

         

        
          
            	(2)

                  	☐  pursuant to an effective registration statement under the Securities Act; or


          

        

         

        
          
            	(3) 

                  	☐  inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for
                    its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act;
                    or


          

        

         

        
          
            	(4) 

                  	☐  in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


          

        

         

        
          
            	(5) 

                  	☐  pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                    Securities Act.


             

            

          

        

        	 	
                Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is
                  checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer
                  is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

              


        

        

      

    

  

  
    
      	 	 
	 	
              Signature

            


    

    

    

  

  
    C-11

    
      


  

  TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

   

  The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified
    institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has
    requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule
    144A.

   

  
    	
            Dated:

          	 	 	
            Notice: To be executed by an executive officer

          


  

   

  

  
    C-12

    
      


  

  FORM OF EXCHANGE CERTIFICATE

   

  Bristol-Myers Squibb Company

  430 East 29th Street, 14th Floor

  New York, New York 10016

   

  The Bank of New York Mellon

  240 Greenwich Street, Floor 7 East

  New York, New York 10286

   

  Re: 3.950% Notes due 2020

   

  Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental
    Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth
    Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February 27, 2017, the
    Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank of New York Mellon, a
    New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

   

  ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or interests
    (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the
    Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the
    requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

   

  This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

   

  
    C-13

    
      


  

  
  EXHIBIT D

   

  (FORM OF FACE OF INITIAL NOTE)

   

  [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
    FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK
    CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
    TO ON THE REVERSE HEREOF.

   

  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
    THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

   

  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY
    ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

   

  
    
      	 	
              (1)

            	
              REPRESENTS THAT

            


    

  

   

  

  
     

  

  
    
      	 	
              (A)

            	
              (x)          IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO
                EACH SUCH ACCOUNT, OR

            


      
         

        

        (y)           IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

         

        

      

    

  

   

  
    
      	

            	(B)	
              IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

            


    

  

   

  
    D-1

    
      


  

  
    
      	

            	(2)	
              AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES
                LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

            


    

  

   

  
    
      	

            	(A)	
              TO BRISTOL-MYERS SQUIBB COMPANY,

            


    

  

   

  
    
      	

            	(B)	
              PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(C)	
              TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(D)	
              IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

            


    

  

   

  
    
      	

            	(E)	
              PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  
    
      	

            	(3)	
              PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE,
                BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
                THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES
    WITH THE FOREGOING RESTRICTIONS.](2)

   

    


  
    
      
         

        

        	
                (1)

              	
                Applies to Global Notes only

              


         

        

      

      
        	
                (2)

              	
                Applies to Notes in definitive form only

              


      

       

    

  

  
    D-2

    
      


  

  BRISTOL-MYERS SQUIBB COMPANY

   

  2.875% Notes due 2021

   

  CUSIP NO. [●]5

   

  ISIN NO. [●]6

   

  
    
      	No. [●]	 Principal Amount $[●]


    

  

   

  

  BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
    hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on February 19, 2021 at the office or agency of the Company in New York, New York designated for such purpose by
    the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment
    shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 19 and August 19 of each year, commencing February 19, 2020, at said office or agency (except as provided below), in
    like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 2.875% Senior Notes due 2021 issued
    by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any February 19 or August 19 will, except
    as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental
    Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental
    Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh
    Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to
    The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities)
    is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered
    address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name
    this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to
    Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as
    may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

   

  
    
      
        
          
            
              
                


              
                
                   

                    	5

                          	Regulation 144A Note CUSIP:

                          	110122 BE7
	 	Regulation S Note CUSIP: 	
                            
                              U11009 AE4

                            

                          


                  

                

              

              
                
                  	6

                        	
                          Regulation 144A Note ISIN:

                          

                        	US110122BE78
	 	
                          Regulation S Note ISIN:

                        	
                          
                            
                              USU11009AE47

                            

                          

                        


                   

                

              

            

          

        

      

    

  

  
    D-3

    
      


  

  This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 2.875% Notes due 2021 (herein called the “Notes”), unlimited in aggregate principal
    amount.

   

  Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
    principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security
    Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in exchange therefor,
    subject to the limitations provided in the Indenture.

   

  No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

   

  Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

   

  Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be
    valid or obligatory for any purpose.

   

  
    D-4

    
      


  

  
    
      IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

       

      	
              Dated:

            	
              BRISTOL-MYERS SQUIBB COMPANY

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name: Jeffrey Galik

            
	 	 	
              Title:    Treasurer

            


      

      

      	
              Attest

            
	 
	
              By:

            	 	 
	 	
              Name: Katherine R. Kelly

            	
              

              

            
	 	
              Title: Vice President and Corporate Secretary

            	
              

              

            


      

      

      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

       

      This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

       

      	 	
              THE BANK OF NEW YORK MELLON,

            
	 	
              as Trustee

            
	 	 	 
	 	
              By:

            	

            
	 	

            	
              Authorized Signatory

            


      

      

    

  

  
    D-5

    
      


  

  REVERSE OF NOTE

   

  This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under and
    pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities thereunder of the
    Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

   

  The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or
    changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a majority in
    principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Securities at
    the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series
    under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof
    or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of
    and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

   

  Registrar and Paying Agent

   

  The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency where
    Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the
    appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

   

  Optional Redemption of the Notes

   

  At any time prior to February 19, 2021, the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the registered
    address of the Holder at least 15 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

   

  

  
    D-6

    
      


  

  (a) 100% of the principal amount of the Notes being redeemed, or

   

  (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
    months), at a rate equal to the sum of the applicable Treasury Rate plus 10 basis points;

   

  plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

   

  Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any
    such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any
    Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified in such
    notice.

   

  “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as having
      an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
      of a comparable maturity to the remaining term of such Notes.

   

  “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
      excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

   

  “Reference Dealer” means each of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective
    affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company; provided, however, that
    if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

   

  “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the applicable
    Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

   

  “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that redemption
    date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

   

  
    D-7

    
      


  

  “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis)
    of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for the Notes,
    interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

   

  At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the calculation of
    the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated and set forth in
    such Officers’ Certificate.

   

  Additional Issues

   

  The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with the
    Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment
    of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights Agreement, will
    constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution or a supplement to the
    Indenture.

   

  Notes in Definitive Form

   

  If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default
    has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive form in
    exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in principal amount to
    such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

   

  Sinking Fund

   

  The Notes will not be subject to any sinking fund.

   

  
    D-8

    
      


  

  Default

   

  If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
    conditions provided in the Indenture.

   

  Miscellaneous

   

  Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which the
    principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory
    provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of,
    and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

   

  As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the Company
    shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall
    cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

   

  The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
    Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
    Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

   

  Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as
    the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

   

  This Note shall be construed in accordance with and governed by the laws of the State of New York.

   

  

  
    D-9

    
      


  

  
    ASSIGNMENT FORM

     
      	
              I or we assign and transfer this Security to:

            	
               

            
	 	 
	 	 
	 	 
	
              
                Insert social security or other identifying number of assignee

              

            	
               

            
	 	 
	
               

            	
               

            
	 	 
	
              Print or type name, address and zip code of assignee

            	
               

            
	 	 
	
               

            	
               

            
	
               

            	
               

            


    

    

    

    
      	and irrevocably appoint 	 	,
	
              as agent, to transfer this Security on the books of the Company.

            	
               

            


    

    

    

    The agent may substitute another to act for him.

     

    	
            Date:

          	 	 


    

    

    	 	
            Signed

          	 
	 	
            (Sign exactly as name appears on the

          
	 	
            other side of this Security)

          


     

  

   Signature Guarantee*:

  
    
      	*	
              Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
                other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

            


       

      

    

  

  
    D-10

    
      


  

  FORM OF TRANSFER CERTIFICATE

   

  In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
    after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that such Securities
    are being transferred in accordance with its terms:

   

  CHECK ONE BOX BELOW

   

    
      
        
          
            	(1)	☐  to the Company; or


          

        

         

        
          
            	(2)

                  	☐  pursuant to an effective registration statement under the Securities Act; or


          

        

         

        
          
            	(3) 

                  	☐  inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for
                    its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act;
                    or


          

        

         

        
          
            	(4) 

                  	☐  in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


          

        

         

        
          
            	(5) 

                  	☐  pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                    Securities Act.


             

            

          

        

        	 	
                Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is
                  checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer
                  is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

              


      

    

  

   

  

  
    
      	 	 
	 	
              Signature

            


    

  

   

  

  
    D-11

    
      


  

  TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

   

  The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified
    institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has
    requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule
    144A.

   

  
    
      	
              Dated:

            	 	 	
              Notice: To be executed by an executive officer

            


       

      

    

  

  
    D-12

    
      


  

  

  FORM OF EXCHANGE CERTIFICATE

   

  Bristol-Myers Squibb Company

  430 East 29th Street, 14th Floor

  New York, New York 10016

   

  The Bank of New York Mellon

  240 Greenwich Street, Floor 7 East

  New York, New York 10286

   

  Re: 2.875% Notes due 2021

   

  Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental
    Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth
    Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February 27, 2017, the
    Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank of New York Mellon, a
    New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

   

  ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or interests
    (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the
    Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the
    requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

   

  This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

   

  
    D-13

    
      


  

  
  EXHIBIT E

   

   (FORM OF FACE OF INITIAL NOTE)

   

  [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
    FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK
    CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
    TO ON THE REVERSE HEREOF.

   

  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
    THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

   

  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY
    ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

   

  
    
      	 	
              (1)

            	
              REPRESENTS THAT

            


    

     

  
     

  

  
    
      	 	
              (A)

            	
              (x)        IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO
                EACH SUCH ACCOUNT, OR

            


    

     

  

  
    
      
        
          
            (y)          IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

          

        

      

    

  

   

  

  
    
      	

            	(B)	
              IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

            


    

  

   

  
    E-1

    
      


  

  
    
      	

            	(2)	
              AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES
                LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

            


    

  

   

  
    
      	

            	(A)	
              TO BRISTOL-MYERS SQUIBB COMPANY,

            


    

  

   

  
    
      	

            	(B)	
              PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(C)	
              TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(D)	
              IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

            


    

  

   

  
    
      	

            	(E)	
              PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  
    
      	

            	(3)	
              PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE,
                BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
                THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES
    WITH THE FOREGOING RESTRICTIONS.](2)

   

    


  
    
      
         

        

        	
                (1)

              	
                Applies to Global Notes only

              


         

        

      

      
        	
                (2)

              	
                Applies to Notes in definitive form only

              


      

       

    

  

  
    E-2

    
      


  

  BRISTOL-MYERS SQUIBB COMPANY

   

  2.250% Notes due 2021

   

  CUSIP NO. [●]7

   

  ISIN NO. [●]8

   

  
    
      	No. [●]	 Principal Amount $[●]


    

  

   

  

  BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
    hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on August 15, 2021 at the office or agency of the Company in New York, New York designated for such purpose by the
    Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment
    shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 15 and August 15 of each year, commencing February 15, 2020, at said office or agency (except as provided below), in
    like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 2.250% Senior Notes due 2021 issued
    by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any February 15 or August 15 will, except
    as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental
    Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental
    Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh
    Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to
    The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities)
    is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered
    address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name
    this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to
    Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as
    may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

   

  
    
      
        
          


        
          
             

              	7

                    	Regulation 144A Note CUSIP:

                    	
                      110122 BF4

                    
	 	Regulation S Note CUSIP: 	
                      U11009 AC8 

                    


            

          

        

        
          
            	8

                  	
                    Regulation 144A Note ISIN:

                    

                  	US110122BF44
	 	
                    Regulation S Note ISIN:

                  	
                    
                      USU11009AF12

                    

                  


             

          

        

      

    

  

  
    E-3

    
      


  

  This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 2.250% Notes due 2021 (herein called the “Notes”), unlimited in aggregate principal
    amount.

   

  Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
    principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security
    Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in exchange therefor,
    subject to the limitations provided in the Indenture.

   

  No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

   

  Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

   

  Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be
    valid or obligatory for any purpose.

   

  
    E-4

    
      


  

  
    
      
        IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

         

        	
                Dated:

              	
                BRISTOL-MYERS SQUIBB COMPANY

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name: Jeffrey Galik

              
	 	 	
                Title:    Treasurer

              


        

        

        	
                Attest

              
	 
	
                By:

              	 	 
	 	
                Name: Katherine R. Kelly

              	
                

                

              
	 	
                Title: Vice President and Corporate Secretary

              	
                

                

              


        

        

        TRUSTEE’S CERTIFICATE OF AUTHENTICATION

         

        This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

         

        	 	
                THE BANK OF NEW YORK MELLON,

              
	 	
                as Trustee

              
	 	 	 
	 	
                By:

              	

              
	 	

              	
                Authorized Signatory

              


        

        

      

    

  

  
    E-5

    
      


  

  REVERSE OF NOTE

   

  This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under and
    pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities thereunder of the
    Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

   

  The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or
    changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a majority in
    principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Securities at
    the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series
    under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof
    or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of
    and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

   

  Registrar and Paying Agent

   

  The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency where
    Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the
    appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

   

  Optional Redemption of the Notes

   

  At any time prior to August 15, 2021, the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the registered
    address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

   

  
    E-6

    
      


  

  (a) 100% of the principal amount of the Notes being redeemed, or

   

  (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
    months), at a rate equal to the sum of the applicable Treasury Rate plus 15 basis points;

   

  plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

   

  Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any
    such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any
    Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified in such
    notice.

   

  “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as having
      an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
      of a comparable maturity to the remaining term of such Notes.

   

  “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
      excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

   

  “Reference Dealer” means each of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective
    affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company; provided, however, that
    if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

   

  “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the applicable
    Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

   

  “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that redemption
    date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

   

  
    E-7

    
      


  

  “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis)
    of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for the Notes,
    interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

   

  At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the calculation of
    the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated and set forth in
    such Officers’ Certificate.

   

  Additional Issues

   

  The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with the
    Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment
    of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights Agreement, will
    constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution or a supplement to the
    Indenture.

   

  Notes in Definitive Form

   

  If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default
    has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive form in
    exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in principal amount to
    such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

   

  Sinking Fund

   

  The Notes will not be subject to any sinking fund.

   

  
    E-8

    
      


  

  Default

   

  If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
    conditions provided in the Indenture.

   

  Miscellaneous

   

  Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which the
    principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory
    provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of,
    and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

   

  As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the Company
    shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall
    cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

   

  The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
    Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
    Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

   

  Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as
    the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

   

  This Note shall be construed in accordance with and governed by the laws of the State of New York.

   

  
    E-9

    
      


  

  
    ASSIGNMENT FORM

     
      	
              I or we assign and transfer this Security to:

            	
               

            
	 	 
	 	 
	 	 
	
              
                Insert social security or other identifying number of assignee

              

            	
               

            
	 	 
	
               

            	
               

            
	 	 
	
              Print or type name, address and zip code of assignee

            	
               

            
	 	 
	
               

            	
               

            
	
               

            	
               

            


    

    

    

    
      	and irrevocably appoint 	 	,
	
              as agent, to transfer this Security on the books of the Company.

            	
               

            


    

    

    

    The agent may substitute another to act for him.

     

    	
            Date:

          	 	 


    

    

    	 	
            Signed

          	 
	 	
            (Sign exactly as name appears on the

          
	 	
            other side of this Security)

          


     

  

  Signature Guarantee*:

  
    
      	*	
              Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
                other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

            


    

  

  

  
    E-10

    
      


  

  
  FORM OF TRANSFER CERTIFICATE

   

  In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
    after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that such Securities
    are being transferred in accordance with its terms:

   

  CHECK ONE BOX BELOW

   

    
      
        	(1)	☐  to the Company; or


      

    

     

    
      
        	(2)

              	☐  pursuant to an effective registration statement under the Securities Act; or


      

    

     

    
      
        	(3) 

              	☐  inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its
                own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or


      

    

     

    
      
        	(4) 

              	☐  in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


      

    

     

    
      
        	(5) 

              	☐  pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                Securities Act.


         

        

      

    

    	 	
            Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is checked,
              the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made
              pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

          


    

    

     

  

   

   

  	 	 
	 	
          Signature

        


   

  

  
    E-11

    
      


  

  TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

   

  The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified
    institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has
    requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule
    144A.

   

  	
          Dated:

        	 	 	
          Notice: To be executed by an executive officer

        


   

  

  
    E-12

    
      


  

  FORM OF EXCHANGE CERTIFICATE

   

  Bristol-Myers Squibb Company

  430 East 29th Street, 14th Floor

  New York, New York 10016

   

  The Bank of New York Mellon

  240 Greenwich Street, Floor 7 East

  New York, New York 10286

   

  Re: 2.250% Notes due 2021

   

  Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental
    Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth
    Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February 27, 2017, the
    Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank of New York Mellon, a
    New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

   

  ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or interests
    (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the
    Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the
    requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

   

  This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

   

  
    E-13

    
      


  

  
  EXHIBIT F

   

   (FORM OF FACE OF INITIAL NOTE)

   

  [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
    FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK
    CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
    TO ON THE REVERSE HEREOF.

   

  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
    THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

   

  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY
    ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

   

  
    	 	
            (1)

          	
            REPRESENTS THAT

          


  

   

  
    
      
        
          	

                	(A)	(x)        IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE
                  INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR


        

      

    

  

   

  (y)          IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

   

  
    
      	

            	(B)	
              IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

            


    

  

   

  
    F-1

    
      


  

  
    
      	

            	(2)	
              AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES
                LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

            


    

  

   

  
    
      	

            	(A)	
              TO BRISTOL-MYERS SQUIBB COMPANY,

            


    

  

   

  
    
      	

            	(B)	
              PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(C)	
              TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(D)	
              IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

            


    

  

   

  
    
      	

            	(E)	
              PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  
    
      	

            	(3)	
              PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE,
                BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
                THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES
    WITH THE FOREGOING RESTRICTIONS.](2)

   

  

  

  
     

    

    	
            (1)

          	
            Applies to Global Notes only

          


  

   

  

  
    	
            (2)

          	
            Applies to Notes in definitive form only

          


  

  

  

  
    F-2

    
      


  

  BRISTOL-MYERS SQUIBB COMPANY

   

  3.250% Notes due 2022

   

  CUSIP NO. [●]9

   

  ISIN NO. [●]10

   
    	
            No. [●]

          	
            Principal Amount $[●]

          


  

   

  

  BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
    hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on August 15, 2022 at the office or agency of the Company in New York, New York designated for such purpose by the
    Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment
    shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 15 and August 15 of each year, commencing February 15, 2020, at said office or agency (except as provided below), in
    like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 3.250% Senior Notes due 2022 issued
    by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any February 15 or August 15 will, except
    as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental
    Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental
    Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh
    Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to
    The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities)
    is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered
    address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name
    this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to
    Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as
    may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

  

  


  
    
      	9

            	Regulation 144A Note CUSIP:	110122 BG2
	 	Regulation S Note CUSIP:	
              U11009 AG9

            


    

  

  
    
      	10

            	Regulation 144A Note ISIN: 

            	US110122BG27
	 	Regulation S Note ISIN:	
              USU11009AG94

            


    

  

  
    

    

  

  
    F-3

    
      


  

  This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 3.250% Notes due 2022 (herein called the “Notes”), unlimited in aggregate principal
    amount.

   

  Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
    principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security
    Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in exchange therefor,
    subject to the limitations provided in the Indenture.

   

  No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

   

  Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

   

  Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be
    valid or obligatory for any purpose.

   

  
    F-4

    
      


  

  IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

   

  	
          Dated:

        	
          BRISTOL-MYERS SQUIBB COMPANY

        
	 	 	 
	 	
          By:

        	 
	 	 	
          Name: Jeffrey Galik

        
	 	 	
          Title:    Treasurer

        


  

  

  	
          Attest

        	 	 
	 	 	 
	
          By:

        	 	 
	 	
          Name: Katherine R. Kelly

        
	 	
          Title:   Vice President and Corporate Secretary

        


  

  

  TRUSTEE’S CERTIFICATE OF AUTHENTICATION

   

  This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

   

  	 	
          THE BANK OF NEW YORK MELLON,

        
	 	
          as Trustee

        
	 	 	 
	 	
          By:

        	 
	 	
          

          

        	
          Authorized Signatory

        


  

  

  
    F-5

    
      


  

  REVERSE OF NOTE

   

  This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under and
    pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities thereunder of the
    Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

   

  The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or
    changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a majority in
    principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Securities at
    the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series
    under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof
    or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of
    and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

   

  Registrar and Paying Agent

   

  The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency where
    Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the
    appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

   

  Optional Redemption of the Notes

   

  At any time prior to August 15, 2022, the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the registered
    address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

   

  
    F-6

    
      


  

  (a) 100% of the principal amount of the Notes being redeemed, or

   

  (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
    months), at a rate equal to the sum of the applicable Treasury Rate plus 25 basis points;

   

  plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

   

  Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any
    such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any
    Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified in such
    notice.

   

  “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as
      having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
      securities of a comparable maturity to the remaining term of such Notes.

   

  “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
      excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

   

  “Reference Dealer” means each of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective
    affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company; provided, however, that
    if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

   

  “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the applicable
    Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

   

  
    F-7

    
      


  

  “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that redemption
    date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

   

  “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis)
    of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for the Notes,
    interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

   

  At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the calculation of
    the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated and set forth in
    such Officers’ Certificate.

   

  Additional Issues

   

  The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with the
    Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment
    of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights Agreement, will
    constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution or a supplement to the
    Indenture.

   

  Notes in Definitive Form

   

  If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default
    has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive form in
    exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in principal amount to
    such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

   

  Sinking Fund

   

  The Notes will not be subject to any sinking fund.

   

  
    F-8

    
      


  

  Default

   

  If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
    conditions provided in the Indenture.

   

  Miscellaneous

   

  Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which the
    principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory
    provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of,
    and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

   

  As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the Company
    shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall
    cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

   

  The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
    Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
    Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

   

  Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as
    the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

   

  This Note shall be construed in accordance with and governed by the laws of the State of New York.

   

  
    F-9

    
      


  

  ASSIGNMENT FORM

   
    	
            I or we assign and transfer this Security to:

          	
             

          
	 	 
	 	 
	 	 
	
            
              Insert social security or other identifying number of assignee

            

          	
             

          
	 	 
	
             

          	
             

          
	 	 
	
            Print or type name, address and zip code of assignee

          	
             

          
	 	 
	
             

          	
             

          
	
             

          	
             

          


  

  

  

  
    	and irrevocably appoint 	 	,
	
            as agent, to transfer this Security on the books of the Company.

          	
             

          


  

  

  

  The agent may substitute another to act for him.

   

  	
          Date:

        	 	 


  

  

  	 	
          Signed

        	 
	 	
          (Sign exactly as name appears on the

        
	 	
          other side of this Security)

        


   

  

  Signature Guarantee*:

  
    
      	*	
              Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
                other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

            


       

      

    

  

  
    F-10

    
      


  

  FORM OF TRANSFER CERTIFICATE

   

  In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
    after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that such Securities
    are being transferred in accordance with its terms:

   

  CHECK ONE BOX BELOW

   

  
    
      	(1)	☐  to the Company; or


    

  

   

  
    
      	(2)

            	☐  pursuant to an effective registration statement under the Securities Act; or


    

  

   

  
    
      	(3) 

            	☐  inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own
              account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or


    

  

   

  
    
      	(4) 

            	☐  in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


    

  

   

  
    
      	(5) 

            	☐  pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities
              Act.


       

      

    

  

  	 	
          Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is checked,
            the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made
            pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

        


  

  

  	 	 
	 	
          Signature

        


   

  

  
    F-11

    
      


  

  TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

   

  The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified
    institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has
    requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule
    144A.

   

  
    	
            Dated:

          	 	 	
            Notice: To be executed by an executive officer

          


  

   

  

  
    F-12

    
      


  

  FORM OF EXCHANGE CERTIFICATE

   

  Bristol-Myers Squibb Company

  430 East 29th Street, 14th Floor

  New York, New York 10016

   

  The Bank of New York Mellon

  240 Greenwich Street, Floor 7 East

  New York, New York 10286

   

  Re: 3.250% Notes due 2022

   

  Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental
    Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth
    Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February 27, 2017, the
    Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank of New York Mellon, a
    New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

   

  ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or interests
    (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the
    Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the
    requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

   

  This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

   

  
    F-13

    
      


  

  
  EXHIBIT G

   

   (FORM OF FACE OF INITIAL NOTE)

   

  [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
    FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK
    CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
    TO ON THE REVERSE HEREOF.

   

  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
    THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

   

  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY
    ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

   

  
    	 	
            (1)

          	
            REPRESENTS THAT

          


  

   

  
    
      
        
          	

                	(A)	(x)        IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE
                  INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR


        

      

    

  

   

  (y)          IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

   

  
    
      	

            	(B)	
              IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

            


    

  

   

  
    G-1

    
      


  

  
    
      	

            	(2)	
              AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES
                LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

            


    

  

   

  
    
      	

            	(A)	
              TO BRISTOL-MYERS SQUIBB COMPANY,

            


    

  

   

  
    
      	

            	(B)	
              PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(C)	
              TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(D)	
              IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

            


    

  

   

  
    
      	

            	(E)	
              PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  
    
      	

            	(3)	
              PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE,
                BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
                THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES
    WITH THE FOREGOING RESTRICTIONS.](2)

   

    

    
       

      

      	
              (1)

            	
              Applies to Global Notes only

            


    

     

    

    
      	
              (2)

            	
              Applies to Notes in definitive form only

            


    

  

    

  
    G-2

    
      


  

  BRISTOL-MYERS SQUIBB COMPANY

   

  3.550% Notes due 2022

   

  CUSIP NO. [●]11

   

  ISIN NO. [●]12

   

  
    	
            No. [●]

          	
            Principal Amount $[●]

          


  

   

  BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
    hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on August 15, 2022 at the office or agency of the Company in New York, New York designated for such purpose by the
    Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment
    shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 15 and August 15 of each year, commencing February 15, 2020, at said office or agency (except as provided below), in
    like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 3.550% Senior Notes due 2022 issued
    by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any February 15 or August 15 will, except
    as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental
    Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental
    Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh
    Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to
    The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities)
    is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered
    address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name
    this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to
    Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as
    may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

    

  

  

  
    
       

      

      	11

            	Regulation 144A Note CUSIP:   

            	110122 BH0
	 	Regulation S Note CUSIP:	
              U11009 AH7

            


    

  

  
    
      	12

            	Regulation 144A Note ISIN:     

            	US110122BH00
	 	Regulation S Note ISIN:	
              USU11009AH77

            


    

  

  
    
      
        

        

      

    

  

  
    G-3

    
      


  

  This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 3.550% Notes due 2022 (herein called the “Notes”), unlimited in aggregate principal
    amount.

   

  Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
    principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security
    Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in exchange therefor,
    subject to the limitations provided in the Indenture.

   

  No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

   

  Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

   

  Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be
    valid or obligatory for any purpose.

   

  
    G-4

    
      


  

  
    IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

     

    	
            Dated:

          	
            BRISTOL-MYERS SQUIBB COMPANY

          
	 	 	 
	 	
            By:

          	 
	 	 	
            Name: Jeffrey Galik

          
	 	 	
            Title:    Treasurer

          


    

    

    	
            Attest

          	 	 
	 	 	 
	
            By:

          	 	 
	 	
            Name: Katherine R. Kelly

          
	 	
            Title:   Vice President and Corporate Secretary

          


    

    

    TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

     

    	 	
            THE BANK OF NEW YORK MELLON,

          
	 	
            as Trustee

          
	 	 	 
	 	
            By:

          	 
	 	
            

            

          	
            Authorized Signatory

          


      

  

  
    G-5

    
      


  

  REVERSE OF NOTE

   

  This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under and
    pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities thereunder of the
    Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

   

  The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or
    changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a majority in
    principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Securities at
    the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series
    under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof
    or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of
    and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

   

  Registrar and Paying Agent

   

  The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency where
    Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the
    appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

   

  Optional Redemption of the Notes

   

  At any time prior to August 15, 2022, the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the registered
    address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

   

  
    G-6

    
      


  

  (a) 100% of the principal amount of the Notes being redeemed, or

   

  (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
    months), at a rate equal to the sum of the applicable Treasury Rate plus 25 basis points;

   

  plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

   

  Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any
    such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any
    Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified in such
    notice.

   

  “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as
      having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
      securities of a comparable maturity to the remaining term of such Notes.

   

  “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
      excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

   

  “Reference Dealer” means each of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective
    affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company; provided, however, that
    if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

   

  “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the applicable
    Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

   

  
    G-7

    
      


  

  “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that redemption
    date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

   

  “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis)
    of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for the Notes,
    interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

   

  At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the calculation of
    the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated and set forth in
    such Officers’ Certificate.

   

  Additional Issues

   

  The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with the
    Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment
    of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights Agreement, will
    constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution or a supplement to the
    Indenture.

   

  Notes in Definitive Form

   

  If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default
    has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive form in
    exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in principal amount to
    such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

   

  Sinking Fund

   

  The Notes will not be subject to any sinking fund.

   

  
    G-8

    
      


  

  Default

   

  If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
    conditions provided in the Indenture.

   

  Miscellaneous

   

  Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which the
    principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory
    provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of,
    and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

   

  As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the Company
    shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall
    cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

   

  The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
    Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
    Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

   

  Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as
    the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

   

  This Note shall be construed in accordance with and governed by the laws of the State of New York.

   

  
    G-9

    
      


  

  
    ASSIGNMENT FORM

     
      	
              I or we assign and transfer this Security to:

            	
               

            
	 	 
	 	 
	 	 
	
              
                Insert social security or other identifying number of assignee

              

            	
               

            
	 	 
	
               

            	
               

            
	 	 
	
              Print or type name, address and zip code of assignee

            	
               

            
	 	 
	
               

            	
               

            
	
               

            	
               

            


    

    

    

    
      	and irrevocably appoint 	 	,
	
              as agent, to transfer this Security on the books of the Company.

            	
               

            


    

    

    

    The agent may substitute another to act for him.

     

    	
            Date:

          	 	 


    

    

    	 	
            Signed

          	 
	 	
            (Sign exactly as name appears on the

          
	 	
            other side of this Security)

          


     

    

    Signature Guarantee*:

    
      
        	*	
                Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
                  other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

              


         

        

      

    

  

   

  
    G-10

    
      


  

  FORM OF TRANSFER CERTIFICATE

   

  In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
    after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that such Securities
    are being transferred in accordance with its terms:

   

  CHECK ONE BOX BELOW

   

  
    
      	(1)	☐  to the Company; or


    

  

   

  
    
      	(2)

            	☐  pursuant to an effective registration statement under the Securities Act; or


    

  

   

  
    
      	(3) 

            	☐  inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own
              account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or


    

  

   

  
    
      	(4) 

            	☐  in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


    

  

   

  
    
      	(5) 

            	☐  pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities
              Act.


       

      

    

  

  	 	
          Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is checked,
            the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made
            pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

        


  

  

  	 	 
	 	
          Signature

        


   

  
    G-11

    
      


  

  TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

   

  The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified
    institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has
    requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule
    144A.

   

  	
          Dated:

        	 	 	
          Notice: To be executed by an executive officer

        


   

  

  
    G-12

    
      


  

  FORM OF EXCHANGE CERTIFICATE

   

  Bristol-Myers Squibb Company

  430 East 29th Street, 14th Floor

  New York, New York 10016

   

  The Bank of New York Mellon

  240 Greenwich Street, Floor 7 East

  New York, New York 10286

   

  Re: 3.550% Notes due 2022

   

  Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental
    Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth
    Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February 27, 2017, the
    Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank of New York Mellon, a
    New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

   

  ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or interests
    (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the
    Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the
    requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

   

  This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

   

  
    G-13

    
      


  

  
  EXHIBIT H

   

  (FORM OF FACE OF INITIAL NOTE)

   

  [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
    FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK
    CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
    TO ON THE REVERSE HEREOF.

   

  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
    THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

   

  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY
    ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

   

  
    	 	
            (1)

          	
            REPRESENTS THAT

          


  

   

  
    
      
        
          	

                	(A)	(x)        IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE
                  INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR


        

      

    

  

   

  (y)          IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

   

  
    
      	

            	(B)	
              IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

            


    

  

   

  
    H-1

    
      


  

  
    
      	

            	(2)	
              AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES
                LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

            


    

  

   

  
    
      	

            	(A)	
              TO BRISTOL-MYERS SQUIBB COMPANY,

            


    

  

   

  
    
      	

            	(B)	
              PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(C)	
              TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(D)	
              IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

            


    

  

   

  
    
      	

            	(E)	
              PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  
    
      	

            	(3)	
              PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE,
                BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
                THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES
    WITH THE FOREGOING RESTRICTIONS.](2)

   

  

    

    
       

      

      	
              (1)

            	
              Applies to Global Notes only

            


    

     

    

    
      	
              (2)

            	
              Applies to Notes in definitive form only

            


    

    

    

  

  
    H-2

    
      


  

  BRISTOL-MYERS SQUIBB COMPANY

   

  2.750% Notes due 2023

   

  CUSIP NO. [●]13

   

  ISIN NO. [●]14

   

  
    	
            No. [●]

          	
            Principal Amount $[●]

          


  

   

  BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
    hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on February 15, 2023 at the office or agency of the Company in New York, New York designated for such purpose by
    the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment
    shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 15 and August 15 of each year, commencing February 15, 2020, at said office or agency (except as provided below), in
    like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 2.750% Senior Notes due 2023 issued
    by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any February 15 or August 15 will, except
    as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental
    Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental
    Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh
    Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to
    The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities)
    is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered
    address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name
    this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to
    Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as
    may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

   

  

  
    
       

      

      	13

            	Regulation 144A Note CUSIP:

            	110122 BJ6
	 	Regulation S Note CUSIP:	
              U11009 AJ3

            


    

  

  
    
      	14

            	Regulation 144A Note ISIN:

            	US110122BJ65
	 	Regulation S Note ISIN:	
              USU11009AJ34

            


    

  

  
     

    

  

  
    H-3

    
      


  

  This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 2.750% Notes due 2023 (herein called the “Notes”), unlimited in aggregate principal
    amount.

   

  Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
    principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security
    Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in exchange therefor,
    subject to the limitations provided in the Indenture.

   

  No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

   

  Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

   

  Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be
    valid or obligatory for any purpose.

   

  
    H-4

    
      


  

  
    IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

     

    	
            Dated:

          	
            BRISTOL-MYERS SQUIBB COMPANY

          
	 	 	 
	 	
            By:

          	 
	 	 	
            Name: Jeffrey Galik

          
	 	 	
            Title:    Treasurer

          


    

    

    	
            Attest

          	 	 
	 	 	 
	
            By:

          	 	 
	 	
            Name: Katherine R. Kelly

          
	 	
            Title:   Vice President and Corporate Secretary

          


    

    

    TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

     

    	 	
            THE BANK OF NEW YORK MELLON,

          
	 	
            as Trustee

          
	 	 	 
	 	
            By:

          	 
	 	
            

            

          	
            Authorized Signatory

          


    

  

  
    H-5

    
      


  

  REVERSE OF NOTE

   

  This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under and
    pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities thereunder of the
    Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

   

  The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or
    changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a majority in
    principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Securities at
    the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series
    under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof
    or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of
    and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

   

  Registrar and Paying Agent

   

  The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency where
    Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the
    appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

   

  Optional Redemption of the Notes

   

  At any time prior to January 15, 2023 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed
    notice to the registered address of the Holder at least 15 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

   

  
    H-6

    
      


  

  (a) 100% of the principal amount of the Notes being redeemed, or

   

  (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
    months), at a rate equal to the sum of the applicable Treasury Rate plus 12.5 basis points;

   

  plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

   

  In addition, at any time on or after the Par Call Date, the Notes may be redeemed at the Company’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof, plus
    accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable date of redemption.

   

  Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any
    such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any
    Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified in such
    notice.

   

  “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as
      having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
      securities of a comparable maturity to the remaining term of such Notes.

   

  “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
      excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

   

  “Reference Dealer” means each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, or their respective
    affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company; provided, however, that
    if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

   

  
    H-7

    
      


  

  “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the applicable
    Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

   

  “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that redemption
    date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

   

  “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis)
    of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for the Notes,
    interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

   

  At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the calculation of
    the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated and set forth in
    such Officers’ Certificate.

   

  Additional Issues

   

  The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with the
    Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment
    of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights Agreement, will
    constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution or a supplement to the
    Indenture.

   

  Notes in Definitive Form

   

  If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default
    has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive form in
    exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in principal amount to
    such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

   

  
    H-8

    
      


  

  Sinking Fund

   

  The Notes will not be subject to any sinking fund.

   

  Default

   

  If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
    conditions provided in the Indenture.

   

  Miscellaneous

   

  Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which the
    principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory
    provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of,
    and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

   

  As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the Company
    shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall
    cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

   

  The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
    Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
    Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

   

  
    H-9

    
      


  

  Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as
    the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

   

  This Note shall be construed in accordance with and governed by the laws of the State of New York.

   

  
    H-10

    
      


  

  
    ASSIGNMENT FORM

     
      	
              I or we assign and transfer this Security to:

            	
               

            
	 	 
	 	 
	 	 
	
              
                Insert social security or other identifying number of assignee

              

            	
               

            
	 	 
	
               

            	
               

            
	 	 
	
              Print or type name, address and zip code of assignee

            	
               

            
	 	 
	
               

            	
               

            
	
               

            	
               

            


    

    

    

    
      	and irrevocably appoint 	 	,
	
              as agent, to transfer this Security on the books of the Company.

            	
               

            


    

    

    

    The agent may substitute another to act for him.

     

    	
            Date:

          	 	 


    

    

    	 	
            Signed

          	 
	 	
            (Sign exactly as name appears on the

          
	 	
            other side of this Security)

          


     

    

    Signature Guarantee*:

    
      
        	*	
                Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
                  other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

              


         

      

    

  

  
    H-11

    
      


  

  FORM OF TRANSFER CERTIFICATE

   

  In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
    after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that such Securities
    are being transferred in accordance with its terms:

   

  CHECK ONE BOX BELOW

   

  
    
      
        	(1)	☐  to the Company; or


      

    

     

    
      
        	(2)

              	☐  pursuant to an effective registration statement under the Securities Act; or


      

    

     

    
      
        	(3) 

              	☐  inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its
                own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or


      

    

     

    
      
        	(4) 

              	☐  in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


      

    

     

    
      
        	(5) 

              	☐  pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                Securities Act.


         

        

      

    

    	 	
            Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is checked,
              the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made
              pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

          


    

    

    	 	 
	 	
            Signature

          


     

  

  
    H-12

    
      


  

  TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

   

  The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified
    institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has
    requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule
    144A.

   

  	
          Dated:

        	 	 	
          Notice: To be executed by an executive officer

        


   

  

  
    H-13

    
      


  

  FORM OF EXCHANGE CERTIFICATE

   

  Bristol-Myers Squibb Company

  430 East 29th Street, 14th Floor

  New York, New York 10016

   

  The Bank of New York Mellon

  240 Greenwich Street, Floor 7 East

  New York, New York 10286

   

  Re: 2.750% Notes due 2023

   

  Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental
    Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth
    Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February 27, 2017, the
    Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank of New York Mellon, a
    New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

   

  ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or interests
    (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the
    Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the
    requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

   

  This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

   

  
    H-14

    
      


  

  
  EXHIBIT I

   

   (FORM OF FACE OF INITIAL NOTE)

   

  [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
    FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK
    CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
    TO ON THE REVERSE HEREOF.

   

  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
    THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

   

  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY
    ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

   

  (1)          REPRESENTS THAT

   

  
    
      
        
          	

                	(A)	(x)         IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE
                  INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR


        

      

    

  

   

  (y)           IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

   

  
    
      	

            	(B)	
              IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

            


    

  

   

  
    I-1

    
      


  

  
    
      	

            	(2)	
              AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES
                LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

            


    

  

   

  
    
      	

            	(A)	
              TO BRISTOL-MYERS SQUIBB COMPANY,

            


    

  

   

  
    
      	

            	(B)	
              PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(C)	
              TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(D)	
              IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

            


    

  

   

  
    
      	

            	(E)	
              PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  
    
      	

            	(3)	
              PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE,
                BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
                THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES
    WITH THE FOREGOING RESTRICTIONS.](2)

   

    

    
       

      

      	
              (1)

            	
              Applies to Global Notes only

            


    

     

    

    
      	
              (2)

            	
              Applies to Notes in definitive form only

            


    

  

    

  
    I-2

    
      


  

  BRISTOL-MYERS SQUIBB COMPANY

   

  3.250% Notes due 2023

   

  CUSIP NO. [●]15

   

  ISIN NO. [●]16

   

  	
          No. [●]

        	
          Principal Amount $[●]

        


   

  BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
    hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on February 20, 2023 at the office or agency of the Company in New York, New York designated for such purpose by
    the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment
    shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 20 and August 20 of each year, commencing February 20, 2020, at said office or agency (except as provided below), in
    like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 3.250% Senior Notes due 2023 issued
    by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any February 20 or August 20 will, except
    as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental
    Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental
    Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh
    Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to
    The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities)
    is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered
    address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name
    this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to
    Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as
    may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

   

  
    
      
        


       

      

      	15	Regulation 144A Note CUSIP:

            	110122 BK3
	 	Regulation S Note CUSIP:	
              U11009 AK0

            


    

  

  
    
      	16	Regulation 144A Note ISIN:

            	US110122BK39
	 	Regulation S Note ISIN:	
              USU11009AK07

            


    

  

  
    

    

  

  
    I-3

    
      


  

  This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 3.250% Notes due 2023 (herein called the “Notes”), unlimited in aggregate principal
    amount.

   

  Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
    principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security
    Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in exchange therefor,
    subject to the limitations provided in the Indenture.

   

  No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

   

  Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

   

  Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be
    valid or obligatory for any purpose.

   

  
    I-4

    
      


  

  
    IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

     

    	
            Dated:

          	
            BRISTOL-MYERS SQUIBB COMPANY

          
	 	 	 
	 	
            By:

          	 
	 	 	
            Name: Jeffrey Galik

          
	 	 	
            Title:    Treasurer

          


    

    

    	
            Attest

          	 	 
	 	 	 
	
            By:

          	 	 
	 	
            Name: Katherine R. Kelly

          
	 	
            Title:   Vice President and Corporate Secretary

          


    

    

    TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

     

    	 	
            THE BANK OF NEW YORK MELLON,

          
	 	
            as Trustee

          
	 	 	 
	 	
            By:

          	 
	 	
            

            

          	
            Authorized Signatory

          


     

    

  

  
    I-5

    
      


  

  REVERSE OF NOTE

   

  This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under and
    pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities thereunder of the
    Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

   

  The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or
    changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a majority in
    principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Securities at
    the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series
    under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof
    or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of
    and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

   

  Registrar and Paying Agent

   

  The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency where
    Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the
    appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

   

  Optional Redemption of the Notes

   

  At any time prior to January 20, 2023 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed
    notice to the registered address of the Holder at least 15 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

   

  
    I-6

    
      


  

  (a) 100% of the principal amount of the Notes being redeemed, or

   

  (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
    months), at a rate equal to the sum of the applicable Treasury Rate plus 15 basis points;

   

  plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

   

  In addition, at any time on or after the Par Call Date, the Notes may be redeemed at the Company’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof, plus
    accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable date of redemption.

   

  Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any
    such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any
    Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified in such
    notice.

   

  “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as
      having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
      securities of a comparable maturity to the remaining term of such Notes.

   

  “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
      excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

   

  “Reference Dealer” means each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, or their respective
    affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company; provided, however, that
    if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

   

  
    I-7

    
      


  

  “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the applicable
    Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

   

  “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that redemption
    date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

   

  “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis)
    of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for the Notes,
    interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

   

  At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the calculation of
    the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated and set forth in
    such Officers’ Certificate.

   

  Additional Issues

   

  The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with the
    Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment
    of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights Agreement, will
    constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution or a supplement to the
    Indenture.

   

  Notes in Definitive Form

   

  If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default
    has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive form in
    exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in principal amount to
    such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

   

  
    I-8

    
      


  

  Sinking Fund

   

  The Notes will not be subject to any sinking fund.

   

  Default

   

  If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
    conditions provided in the Indenture.

   

  Miscellaneous

   

  Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which the
    principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory
    provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of,
    and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

   

  As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the Company
    shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall
    cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

   

  The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
    Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
    Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

   

  
    I-9

    
      


  

  Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as
    the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

   

  This Note shall be construed in accordance with and governed by the laws of the State of New York.

   

  
    I-10

    
      


  

  
    ASSIGNMENT FORM

     
      	
              I or we assign and transfer this Security to:

            	
               

            
	 	 
	 	 
	 	 
	
              
                Insert social security or other identifying number of assignee

              

            	
               

            
	 	 
	
               

            	
               

            
	 	 
	
              Print or type name, address and zip code of assignee

            	
               

            
	 	 
	
               

            	
               

            
	
               

            	
               

            


    

    

    

    
      	and irrevocably appoint 	 	,
	
              as agent, to transfer this Security on the books of the Company.

            	
               

            


    

    

    

    The agent may substitute another to act for him.

     

    	
            Date:

          	 	 


    

    

    	 	
            Signed

          	 
	 	
            (Sign exactly as name appears on the

          
	 	
            other side of this Security)

          


     

    

    Signature Guarantee*:

    
      
        	*	
                Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
                  other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

              


        

        

      

    

  

  
    I-11

    
      


  

  FORM OF TRANSFER CERTIFICATE

   

  In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
    after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that such Securities
    are being transferred in accordance with its terms:

   

  CHECK ONE BOX BELOW

   
    
      
        
          	(1)	☐  to the Company; or


        

      

       

      
        
          	(2)

                	☐  pursuant to an effective registration statement under the Securities Act; or


        

      

       

      
        
          	(3) 

                	☐  inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its
                  own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or


        

      

       

      
        
          	(4) 

                	☐  in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


        

      

       

      
        
          	(5) 

                	☐  pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                  Securities Act.


           

          

        

      

      	 	
              Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is
                checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is
                being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

            


      

      

    

    	 	 
	 	
            Signature

          


     

  

  
    I-12

    
      


  

  TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

   

  The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified
    institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has
    requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule
    144A.

   

  	
          Dated:

        	 	 	
          Notice: To be executed by an executive officer

        


   

  

  
    I-13

    
      


  

  FORM OF EXCHANGE CERTIFICATE

   

  Bristol-Myers Squibb Company

  430 East 29th Street, 14th Floor

  New York, New York 10016

   

  The Bank of New York Mellon

  240 Greenwich Street, Floor 7 East

  New York, New York 10286

   

  Re: 3.250% Notes due 2023

   

  Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental
    Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth
    Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February 27, 2017, the
    Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank of New York Mellon, a
    New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

   

  ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or interests
    (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the
    Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the
    requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

   

  This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

   

  
    I-14

    
      


  

  
  EXHIBIT J

   

   (FORM OF FACE OF INITIAL NOTE)

   

  [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
    FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK
    CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
    TO ON THE REVERSE HEREOF.

   

  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
    THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

   

  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY
    ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

   

  
    	 	
            (1)

          	
            REPRESENTS THAT

          


  

   

  
    
      
        
          	

                	(A)	(x)        IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE
                  INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR


        

      

    

  

   

  (y)         IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

   

  
    
      	

            	(B)	
              IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

            


    

  

   

  
    J-1

    
      


  

  
    
      	

            	(2)	
              AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES
                LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

            


    

  

   

  
    
      	

            	(A)	
              TO BRISTOL-MYERS SQUIBB COMPANY,

            


    

  

   

  
    
      	

            	(B)	
              PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(C)	
              TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(D)	
              IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

            


    

  

   

  
    
      	

            	(E)	
              PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  
    
      	

            	(3)	
              PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE,
                BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
                THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES
    WITH THE FOREGOING RESTRICTIONS.](2)

   

    

    
       

      

      	
              (1)

            	
              Applies to Global Notes only

            


    

     

    

    
      	
              (2)

            	
              Applies to Notes in definitive form only

            


    

      

  

  
    J-2

    
      


  

  BRISTOL-MYERS SQUIBB COMPANY

   

  4.000% Notes due 2023

   

  CUSIP NO. [●]17

   

  ISIN NO. [●]18

   

  
    	
            No. [●]

          	
            Principal Amount $[●]

          


  

   

  BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
    hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on August 15, 2023 at the office or agency of the Company in New York, New York designated for such purpose by the
    Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment
    shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 15 and August 15 of each year, commencing February 15, 2020, at said office or agency (except as provided below), in
    like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 4.000% Senior Notes due 2023 issued
    by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any February 15 or August 15 will, except
    as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental
    Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental
    Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh
    Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to
    The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities)
    is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered
    address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name
    this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to
    Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as
    may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

   

  
    
      
        


       

      

      	17	Regulation 144A Note CUSIP:

            	110122 BL1
	 	Regulation S Note CUSIP:	
              U11009 AL8

            


    

  

  
    
      	18	Regulation 144A Note ISIN:

            	US110122BL12
	 	Regulation S Note ISIN:	USU11009AL89


    

  

  
    
      
        

        

      

    

  

  
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  This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 4.000% Notes due 2023 (herein called the “Notes”), unlimited in aggregate principal
    amount.

   

  Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
    principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security
    Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in exchange therefor,
    subject to the limitations provided in the Indenture.

   

  No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

   

  Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

   

  Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be
    valid or obligatory for any purpose.

   

  
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    IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

     

    	
            Dated:

          	
            BRISTOL-MYERS SQUIBB COMPANY

          
	 	 	 
	 	
            By:

          	 
	 	 	
            Name: Jeffrey Galik

          
	 	 	
            Title:    Treasurer

          


    

    

    	
            Attest

          	 	 
	 	 	 
	
            By:

          	 	 
	 	
            Name: Katherine R. Kelly

          
	 	
            Title:   Vice President and Corporate Secretary

          


    

    

    TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

     

    	 	
            THE BANK OF NEW YORK MELLON,

          
	 	
            as Trustee

          
	 	 	 
	 	
            By:

          	 
	 	
            

            

          	
            Authorized Signatory

          


      

  

  
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  REVERSE OF NOTE

   

  This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under and
    pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities thereunder of the
    Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

   

  The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or
    changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a majority in
    principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Securities at
    the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series
    under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof
    or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of
    and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

   

  Registrar and Paying Agent

   

  The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency where
    Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the
    appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

   

  Optional Redemption of the Notes

   

  At any time prior to August 15, 2023, the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the registered
    address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

   

  
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  (a) 100% of the principal amount of the Notes being redeemed, or

   

  (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
    months), at a rate equal to the sum of the applicable Treasury Rate plus 20 basis points;

   

  plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

   

  Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any
    such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any
    Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified in such
    notice.

   

  “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as
      having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
      securities of a comparable maturity to the remaining term of such Notes.

   

  “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
      excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

   

  “Reference Dealer” means each of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective
    affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company; provided, however, that
    if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

   

  “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the applicable
    Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

   

  
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  “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that redemption
    date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

   

  “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis)
    of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for the Notes,
    interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

   

  At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the calculation of
    the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated and set forth in
    such Officers’ Certificate.

   

  Additional Issues

   

  The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with the
    Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment
    of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights Agreement, will
    constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution or a supplement to the
    Indenture.

   

  Notes in Definitive Form

   

  If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default
    has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive form in
    exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in principal amount to
    such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

   

  Sinking Fund

   

  The Notes will not be subject to any sinking fund.

   

  
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  Default

   

  If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
    conditions provided in the Indenture.

   

  Miscellaneous

   

  Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which the
    principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory
    provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of,
    and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

   

  As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the Company
    shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall
    cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

   

  The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
    Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
    Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

   

  Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as
    the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

   

  This Note shall be construed in accordance with and governed by the laws of the State of New York.

   

  
    J-9

    
      


  

  
    ASSIGNMENT FORM

     
      	
              I or we assign and transfer this Security to:

            	
               

            
	 	 
	 	 
	 	 
	
              
                Insert social security or other identifying number of assignee

              

            	
               

            
	 	 
	
               

            	
               

            
	 	 
	
              Print or type name, address and zip code of assignee

            	
               

            
	 	 
	
               

            	
               

            
	
               

            	
               

            


    

    

    

    
      	and irrevocably appoint 	 	,
	
              as agent, to transfer this Security on the books of the Company.

            	
               

            


    

    

    

    The agent may substitute another to act for him.

     

    	
            Date:

          	 	 


    

    

    	 	
            Signed

          	 
	 	
            (Sign exactly as name appears on the

          
	 	
            other side of this Security)

          


     

    

    Signature Guarantee*:

    
      
        	*	
                Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
                  other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

              


         

      

    

  

  
    J-10

    
      


  

  FORM OF TRANSFER CERTIFICATE

   

  In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
    after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that such Securities
    are being transferred in accordance with its terms:

   

  CHECK ONE BOX BELOW

   
    
      
        
          	(1)	☐  to the Company; or


        

      

       

      
        
          	(2)

                	☐  pursuant to an effective registration statement under the Securities Act; or


        

      

       

      
        
          	(3) 

                	☐  inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its
                  own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or


        

      

       

      
        
          	(4) 

                	☐  in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


        

      

       

      
        
          	(5) 

                	☐  pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                  Securities Act.


           

          

        

      

      	 	
              Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is
                checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is
                being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

            


      

      

    

    	 	 
	 	
            Signature

          


     

  

  
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  TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

   

  The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified
    institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has
    requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule
    144A.

   

  	
          Dated:

        	 	 	
          Notice: To be executed by an executive officer

        


   

  

  
    J-12

    
      


  

  FORM OF EXCHANGE CERTIFICATE

   

  Bristol-Myers Squibb Company

  430 East 29th Street, 14th Floor

  New York, New York 10016

   

  The Bank of New York Mellon

  240 Greenwich Street, Floor 7 East

  New York, New York 10286

   

  Re: 4.000% Notes due 2023

   

  Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental
    Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth
    Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February 27, 2017, the
    Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank of New York Mellon, a
    New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

   

  ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or interests
    (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the
    Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the
    requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

   

  This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

    

  

  
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  EXHIBIT K

   

   (FORM OF FACE OF INITIAL NOTE)

   

  [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
    FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK
    CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
    TO ON THE REVERSE HEREOF.

   

  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
    THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

   

  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY
    ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

   

  
    	 	
            (1)

          	
            REPRESENTS THAT

          


  

   

  
    
      
        
          	

                	(A)	(x)        IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE
                  INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR


        

      

    

  

   

  (y)          IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

   

  
    
      	

            	(B)	
              IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

            


    

  

   

  
    K-1

    
      


  

  
    
      	

            	(2)	
              AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES
                LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

            


    

  

   

  
    
      	

            	(A)	
              TO BRISTOL-MYERS SQUIBB COMPANY,

            


    

  

   

  
    
      	

            	(B)	
              PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(C)	
              TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(D)	
              IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

            


    

  

   

  
    
      	

            	(E)	
              PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  
    
      	

            	(3)	
              PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE,
                BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
                THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES
    WITH THE FOREGOING RESTRICTIONS.](2)

    

    

    
       

      

      	
              (1)

            	
              Applies to Global Notes only

            


    

     

    

    
      	
              (2)

            	
              Applies to Notes in definitive form only

            


    

    

    

  

  
    K-2

    
      


  

  BRISTOL-MYERS SQUIBB COMPANY

   

  3.625% Notes due 2024

   

  CUSIP NO. [●]19

   

  ISIN NO. [●]20

   

  
    	
            No. [●]

          	
            Principal Amount $[●]

          


  

   

  BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
    hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on May 15, 2024 at the office or agency of the Company in New York, New York designated for such purpose by the
    Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment
    shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on May 15 and November 15 of each year, commencing May 15, 2020, at said office or agency (except as provided below), in like coin
    or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 3.625% Senior Notes due 2024 issued by Celgene
    that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any May 15 or November 15 will, except as provided in
    the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture,
    dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture,
    dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental
    Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to The Bank of New
    York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at
    the close of business on the next preceding May 1 or November 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered address of such
    Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or
    one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to Holders of Notes
    not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by
    such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

   

  
    
      
        


       

      

      	19	Regulation 144A Note CUSIP:

            	110122 BM9
	 	Regulation S Note CUSIP:	
              U11009 AM6

            


    

  

  
    
      	20	Regulation 144A Note ISIN:

            	US110122BM94
	 	Regulation S Note ISIN:	
              USU11009AM62

            


    

  

  
    
      
        

        

      

    

  

  
    K-3

    
      


  

  This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 3.625% Notes due 2024 (herein called the “Notes”), unlimited in aggregate principal
    amount.

   

  Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
    principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security
    Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in exchange therefor,
    subject to the limitations provided in the Indenture.

   

  No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

   

  Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

   

  Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be
    valid or obligatory for any purpose.

   

  
    K-4

    
      


  

  
    IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

     

    	
            Dated:

          	
            BRISTOL-MYERS SQUIBB COMPANY

          
	 	 	 
	 	
            By:

          	 
	 	 	
            Name: Jeffrey Galik

          
	 	 	
            Title:    Treasurer

          


    

    

    	
            Attest

          	 	 
	 	 	 
	
            By:

          	 	 
	 	
            Name: Katherine R. Kelly

          
	 	
            Title:   Vice President and Corporate Secretary

          


    

    

    TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

     

    	 	
            THE BANK OF NEW YORK MELLON,

          
	 	
            as Trustee

          
	 	 	 
	 	
            By:

          	 
	 	
            

            

          	
            Authorized Signatory

          


    

    

  

  
    K-5

    
      


  

  REVERSE OF NOTE

   

  This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under and
    pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities thereunder of the
    Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

   

  The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or
    changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a majority in
    principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Securities at
    the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series
    under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof
    or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of
    and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

   

  Registrar and Paying Agent

   

  The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency where
    Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the
    appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

   

  Optional Redemption of the Notes

   

  At any time prior to February 15, 2024 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed
    notice to the registered address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

   

  
    K-6

    
      


  

  (a) 100% of the principal amount of the Notes being redeemed, or

   

  (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
    months), at a rate equal to the sum of the applicable Treasury Rate plus 15 basis points;

   

  plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

   

  In addition, at any time on or after the Par Call Date, the Notes may be redeemed at the Company’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof, plus
    accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable date of redemption.

   

  Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any
    such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any
    Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified in such
    notice.

   

  “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as
      having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
      securities of a comparable maturity to the remaining term of such Notes.

   

  “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
      excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

   

  “Reference Dealer” means each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, or their respective
    affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company; provided, however, that
    if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

   

  
    K-7

    
      


  

  “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the applicable
    Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

   

  “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that redemption
    date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

   

  “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis)
    of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for the Notes,
    interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

   

  At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the calculation of
    the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated and set forth in
    such Officers’ Certificate.

   

  Additional Issues

   

  The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with the
    Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment
    of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights Agreement, will
    constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution or a supplement to the
    Indenture.

   

  Notes in Definitive Form

   

  If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default
    has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive form in
    exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in principal amount to
    such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

   

  
    K-8

    
      


  

  Sinking Fund

   

  The Notes will not be subject to any sinking fund.

   

  Default

   

  If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
    conditions provided in the Indenture.

   

  Miscellaneous

   

  Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which the
    principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory
    provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of,
    and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

   

  As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the Company
    shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall
    cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

   

  The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
    Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
    Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

   

  
    K-9

    
      


  

  Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as
    the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

   

  This Note shall be construed in accordance with and governed by the laws of the State of New York.

   

  
    K-10

    
      


  

  
    ASSIGNMENT FORM

     
      	
              I or we assign and transfer this Security to:

            	
               

            
	 	 
	 	 
	 	 
	
              
                Insert social security or other identifying number of assignee

              

            	
               

            
	 	 
	
               

            	
               

            
	 	 
	
              Print or type name, address and zip code of assignee

            	
               

            
	 	 
	
               

            	
               

            
	
               

            	
               

            


    

    

    

    
      	and irrevocably appoint 	 	,
	
              as agent, to transfer this Security on the books of the Company.

            	
               

            


    

    

    

    The agent may substitute another to act for him.

     

    	
            Date:

          	 	 


    

    

    	 	
            Signed

          	 
	 	
            (Sign exactly as name appears on the

          
	 	
            other side of this Security)

          


     

    

    Signature Guarantee*:

    
      
        	*	
                Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
                  other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

              


         

      

    

  

  
    K-11

    
      


  

  FORM OF TRANSFER CERTIFICATE

   

  In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
    after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that such Securities
    are being transferred in accordance with its terms:

   

  CHECK ONE BOX BELOW

   
    
      
        
          	(1)	☐  to the Company; or


        

      

       

      
        
          	(2)

                	☐  pursuant to an effective registration statement under the Securities Act; or


        

      

       

      
        
          	(3) 

                	☐  inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its
                  own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or


        

      

       

      
        
          	(4) 

                	☐  in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


        

      

       

      
        
          	(5) 

                	☐  pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                  Securities Act.


           

          

        

      

      	 	
              Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is
                checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is
                being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

            


      

      

    

    	 	 
	 	
            Signature

          


     

  

  
    K-12

    
      


  

  TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

   

  The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified
    institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has
    requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule
    144A.

   

  	
          Dated:

        	 	 	
          Notice: To be executed by an executive officer

        


   

  

  
    K-13

    
      


  

  FORM OF EXCHANGE CERTIFICATE

   

  Bristol-Myers Squibb Company

  430 East 29th Street, 14th Floor

  New York, New York 10016

   

  The Bank of New York Mellon

  240 Greenwich Street, Floor 7 East

  New York, New York 10286

   

  Re: 3.625% Notes due 2024

   

  Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental
    Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth
    Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February 27, 2017, the
    Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank of New York Mellon, a
    New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

   

  ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or interests
    (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the
    Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the
    requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

   

  This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

   

  
    K-14

    
      


  

  EXHIBIT L

   

   (FORM OF FACE OF INITIAL NOTE)

   

  [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
    FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK
    CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
    TO ON THE REVERSE HEREOF.

   

  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
    THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

   

  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY
    ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

   

  
    	 	
            (1)

          	
            REPRESENTS THAT

          


  

   

  
    
      	

            	(A)	(x)        IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE
              INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR


    

  

   

  (y)          IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

   

  
    
      	

            	(B)	
              IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

            


    

  

   

  
    L-1

    
      


  

  
    
      	

            	(2)	
              AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES
                LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

            


    

  

   

  
    
      	

            	(A)	
              TO BRISTOL-MYERS SQUIBB COMPANY,

            


    

  

   

  
    
      	

            	(B)	
              PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(C)	
              TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

            


    

  

   

  
    
      	

            	(D)	
              IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

            


    

  

   

  
    
      	

            	(E)	
              PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  
    
      	

            	(3)	
              PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE,
                BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
                THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            


    

  

   

  [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES
    WITH THE FOREGOING RESTRICTIONS.](2)

    

    

    
       

      

      	
              (1)

            	
              Applies to Global Notes only

            


    

     

    

    
      	
              (2)

            	
              Applies to Notes in definitive form only

            


    

  

  

  

  
    L-2

    
      


  

  BRISTOL-MYERS SQUIBB COMPANY

   

  3.875% Notes due 2025

   

  CUSIP NO. [●]21

   

  ISIN NO. [●]22

   

  
    	
            No. [●]

          	
            Principal Amount $[●]

          


  

   

  BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
    hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on August 15, 2025 at the office or agency of the Company in New York, New York designated for such purpose by the
    Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment
    shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 15 and August 15 of each year, commencing February 15, 2020, at said office or agency (except as provided below), in
    like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 3.875% Senior Notes due 2025 issued
    by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any February 15 or August 15 will, except
    as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental
    Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental
    Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh
    Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to
    The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities)
    is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered
    address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name
    this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to
    Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as
    may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

   

  
    
      
        


       

      

      	21	Regulation 144A Note CUSIP:

            	110122 BN7
	 	Regulation S Note CUSIP:	
              U11009 AN4

            


    

  

  
    
      	22	Regulation 144A Note ISIN:

            	US110122BN77
	 	Regulation S Note ISIN:	
              USU11009AN46

            


    

  

  
    
      
        

        

      

       

    

  

  
    L-3

    
      


  

  This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 3.875% Notes due 2025 (herein called the “Notes”), unlimited in aggregate principal
    amount.

   

  Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
    principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security
    Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in exchange therefor,
    subject to the limitations provided in the Indenture.

   

  No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

   

  Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

   

  Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be
    valid or obligatory for any purpose.

   

  
    L-4

    
      


  

  
    IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

     

    	
            Dated:

          	
            BRISTOL-MYERS SQUIBB COMPANY

          
	 	 	 
	 	
            By:

          	 
	 	 	
            Name: Jeffrey Galik

          
	 	 	
            Title:    Treasurer

          


    

    

    	
            Attest

          	 	 
	 	 	 
	
            By:

          	 	 
	 	
            Name: Katherine R. Kelly

          
	 	
            Title:   Vice President and Corporate Secretary

          


    

    

    TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

     

    	 	
            THE BANK OF NEW YORK MELLON,

          
	 	
            as Trustee

          
	 	 	 
	 	
            By:

          	 
	 	
            

            

          	
            Authorized Signatory

          


    

    

  

  
    L-5

    
      


  

  REVERSE OF NOTE

   

  This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under and
    pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities thereunder of the
    Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

   

  The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or
    changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a majority in
    principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Securities at
    the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series
    under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof
    or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of
    and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

   

  Registrar and Paying Agent

   

  The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency where
    Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the
    appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

   

  Optional Redemption of the Notes

   

  At any time prior to May 15, 2025 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice
    to the registered address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

   

  
    L-6

    
      


  

  (a) 100% of the principal amount of the Notes being redeemed, or

   

  (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
    months), at a rate equal to the sum of the applicable Treasury Rate plus 30 basis points;

   

  plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

   

  In addition, at any time on or after the Par Call Date, the Notes may be redeemed at the Company’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof, plus
    accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable date of redemption.

   

  Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any
    such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any
    Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified in such
    notice.

   

  “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as
      having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
      securities of a comparable maturity to the remaining term of such Notes.

   

  “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
      excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

   

  “Reference Dealer” means each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, or their respective
    affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company; provided, however, that
    if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

   

  
    L-7

    
      


  

  “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the applicable
    Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

   

  “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that redemption
    date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

   

  “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis)
    of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for the Notes,
    interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

   

  At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the calculation of
    the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated and set forth in
    such Officers’ Certificate.

   

  Additional Issues

   

  The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with the
    Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment
    of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights Agreement, will
    constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution or a supplement to the
    Indenture.

   

  Notes in Definitive Form

   

  If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default
    has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive form in
    exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in principal amount to
    such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

   

  
    L-8

    
      


  

  Sinking Fund

   

  The Notes will not be subject to any sinking fund.

   

  Default

   

  If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
    conditions provided in the Indenture.

   

  Miscellaneous

   

  Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which the
    principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory
    provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

   

  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of,
    and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

   

  As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the Company
    shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall
    cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

   

  The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
    Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
    Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

   

  
    L-9

    
      


  

  Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as
    the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

   

  This Note shall be construed in accordance with and governed by the laws of the State of New York.

   

  
    L-10

    
      


  

  
    ASSIGNMENT FORM

     
      	
              I or we assign and transfer this Security to:

            	
               

            
	 	 
	 	 
	 	 
	
              
                Insert social security or other identifying number of assignee

              

            	
               

            
	 	 
	
               

            	
               

            
	 	 
	
              Print or type name, address and zip code of assignee

            	
               

            
	 	 
	
               

            	
               

            
	
               

            	
               

            


    

    

    

    
      	and irrevocably appoint 	 	,
	
              as agent, to transfer this Security on the books of the Company.

            	
               

            


    

    

    

    The agent may substitute another to act for him.

     

    	
            Date:

          	 	 


    

    

    	 	
            Signed

          	 
	 	
            (Sign exactly as name appears on the

          
	 	
            other side of this Security)

          


     

    

    Signature Guarantee*:

    
      
        	*	
                Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
                  other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

              


         

      

    

  

  
    L-11

    
      


  

  FORM OF TRANSFER CERTIFICATE

   

  In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
    after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that such Securities
    are being transferred in accordance with its terms:

   

  CHECK ONE BOX BELOW

  
    

      
        
          	(1)	☐  to the Company; or


        

      

       

      
        
          	(2)

                	☐  pursuant to an effective registration statement under the Securities Act; or


        

      

       

      
        
          	(3) 

                	☐  inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its
                  own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or


        

      

       

      
        
          	(4) 

                	☐  in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


        

      

       

      
        
          	(5) 

                	☐  pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                  Securities Act.


           

          

        

      

      	 	
              Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is
                checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is
                being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

            


      

      

    

    	 	 
	 	
            Signature

          


     

  

  
    L-12

    
      


  

  TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

   

  The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified
    institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has
    requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule
    144A.

   

  	
          Dated:

        	 	 	
          Notice: To be executed by an executive officer

        


   

  

  
    L-13

    
      


  

  FORM OF EXCHANGE CERTIFICATE

   

  Bristol-Myers Squibb Company

  430 East 29th Street, 14th Floor

  New York, New York 10016

   

  The Bank of New York Mellon

  240 Greenwich Street, Floor 7 East

  New York, New York 10286

   

  Re: 3.875% Notes due 2025

   

  Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental
    Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth
    Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February 27, 2017, the
    Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank of New York Mellon, a
    New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

   

  ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or interests
    (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the
    Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the
    requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

   

  This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

   

  
    L-14

    
      


  

  
    
      EXHIBIT M

      
         (FORM OF FACE OF INITIAL NOTE)

         

        [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
          IN PART FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW
          YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
          REFERRED TO ON THE REVERSE HEREOF.

         

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
          IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
          PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

         

        THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
          SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

         

        
          
            
              
                	 	
                        (1)

                      	
                        REPRESENTS THAT

                      


              

            

          

        

         

        
          	 	
                  (A)

                	
                  (x)        IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR

                


        

         

        

        (y)          IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

         

        
          
            	

                  	(B)	
                    IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                      INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

                  


          

        

         

        
          M-1

          
            


        

        
          
            	

                  	(2)	
                    AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE
                      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

                  


          

        

         

        
          
            	

                  	(A)	
                    TO BRISTOL-MYERS SQUIBB COMPANY,

                  


          

        

         

        
          
            	

                  	(B)	
                    PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(C)	
                    TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(D)	
                    IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

                  


          

        

         

        
          
            	

                  	(E)	
                    PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        
          
            	

                  	(3)	
                    PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E)
                      ABOVE, BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN
                      COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
          COMPLIES WITH THE FOREGOING RESTRICTIONS.](2)

         

        
          


         

        

        
          
            
              
                	
                        (1)

                      	
                        Applies to Global Notes only

                      


              

            

          

        

         

        
          
            
              
                	
                        (2)

                      	
                        Applies to Notes in definitive form only

                      


              

            

          

        

         

        
          M-2

          
            


        

        BRISTOL-MYERS SQUIBB COMPANY

         

        3.450% Notes due 2027

         

        CUSIP NO. [●]23

         

        ISIN NO. [●]24

        

        

         

        
          
            
              	No. [●]	 Principal Amount $[●]


            

          

        

         

        BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
          hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on November 15, 2027 at the office or agency of the Company in New York, New York designated for such purpose
          by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time
          of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on May 15 and November 15 of each year, commencing May 15, 2020, at said office or agency (except as provided
          below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 3.450% Senior Notes
          due 2027 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any May 15 or
          November 15 will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September
          28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of
          July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated
          as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly
          executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this
          Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding May 1 or November 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the
          Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record
          Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as
          described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
          exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

         

        
          


         

        

        	23

              	
                Regulation 144A Note CUSIP:

              	
                110122 BP2

              
	 	
                Regulation S Note CUSIP:

              	
                U11009 AP9

              
	24	
                Regulation 144A Note ISIN:

              	
                US110122BP26

              
	 	
                Regulation S Note ISIN:

              	
                USU11009AP93

              


        

        

        
          M-3

          
            


        

        This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 3.450% Notes due 2027 (herein called the “Notes”), unlimited in aggregate principal
          amount.

         

        Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
          principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the
          Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in
          exchange therefor, subject to the limitations provided in the Indenture.

         

        No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

         

        Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
          place.

         

        Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture,
          or be valid or obligatory for any purpose.

         

        
          M-4

          
            


        

        IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

         

        	
                Dated:

              	
                BRISTOL-MYERS SQUIBB COMPANY

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name: Jeffrey Galik 

              
	 	 	
                Title: Treasurer 

              


        

        

        	
                Attest

              
	 
	
                By:

              	 	
                

                

              


        	 	
                Name: Katherine R. Kelly

              
	 	
                Title: Vice President and Corporate Secretary

              


        

        

        TRUSTEE’S CERTIFICATE OF AUTHENTICATION

         

        This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

         

        	 	
                THE BANK OF NEW YORK MELLON,

              
	 	
                as Trustee

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Authorized Signatory

              


         

        
          M-5

          
            


        

        REVERSE OF NOTE

         

        This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under
          and pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities
          thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

         

        The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to
          or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a
          majority in principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of
          the Securities at the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with
          respect to such series under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
          hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

         

        Registrar and Paying Agent

         

        The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency
          where Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate
          the appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

         

        Optional Redemption of the Notes

         

        At any time prior to August 15, 2027 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed
          notice to the registered address of the Holder at least 15 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

         

        
          M-6

          
            


        

        (a) 100% of the principal amount of the Notes being redeemed, or

         

        (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
          months), at a rate equal to the sum of the applicable Treasury Rate plus 20 basis points;

         

        plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

         

        In addition, at any time on or after the Par Call Date, the Notes may be redeemed at the Company’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof,
          plus accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable date of redemption.

         

        Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that
          any such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption
          of any Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified
          in such notice.

         

        “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as
            having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
            securities of a comparable maturity to the remaining term of such Notes.

         

        “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
            excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

         

        “Reference Dealer” means each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, or their
          respective affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company;
          provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury
          Dealer.

         

        
          M-7

          
            


        

        “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the
          applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

         

        “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that
          redemption date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

         

        “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count
          basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for
          the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

         

        At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the
          calculation of the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated
          and set forth in such Officers’ Certificate.

         

        Additional Issues

         

        The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with
          the Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first
          payment of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights
          Agreement, will constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution
          or a supplement to the Indenture.

         

        
          Notes in Definitive Form

           

          If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of
            Default has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in
            definitive form in exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note,
            equal in principal amount to such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

           

          

        

        
          M-8

          
            


        

        Sinking Fund

         

        The Notes will not be subject to any sinking fund.

         

        Default

         

        If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
          conditions provided in the Indenture.

         

        Miscellaneous

         

        Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which
          the principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by
          mandatory provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

         

        As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the
          Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the
          Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

         

        The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
          Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
          Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

         

        
          M-9

          
            


        

        Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
          as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

         

        This Note shall be construed in accordance with and governed by the laws of the State of New York.

         

        
          M-10

          
            


        

        ASSIGNMENT FORM

         

        	
                I or we assign and transfer this Security to:

              	 
	 	 
	

              	 
	 	 
	
                Insert social security or other identifying number of assignee

              	 
	 	 
	

              	 
	 	 
	
                Print or type name, address and zip code of assignee

              	 
	 	 
	

              	 
	
                

                

              	 


         

          	
                  and irrevocably appoint 

                  

                	

                	
                   ,

                
	
                  as agent, to transfer this Security on the books of the Company.

                


          

        

        
          	
                  The agent may substitute another to act for him.

                


        

        

        

        	
                Date:

              	
                

                

              	 


        

        

        	 	
                Signed

              	 
	 	
                (Sign exactly as name appears on the

              
	 	
                other side of this Security)

              


        

        

        Signature Guarantee*:

        
          
            	*	
                    Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or
                      such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

                  


             

            

          

        

        
          M-11

          
            


        

        FORM OF TRANSFER CERTIFICATE

         

        In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule
          144”) after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that
          such Securities are being transferred in accordance with its terms:

         

        CHECK ONE BOX BELOW

         

        
          
            
              	(1)          	☐ to the Company; or


            

          

           

          
            
              	(2)          	☐ pursuant to an effective registration statement under the Securities Act; or


            

          

           

          
            
              	(3)          	☐ inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for
                      its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities
                      Act; or


            

          

           

          
            
              	(4)          	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


            

          

           

          
            
              	(5)          	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                      Securities Act.


            

          

           
            Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
              thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has
              reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

          

           

          

          

        

        	 	 
	 	
                Signature

              


         

        

        
          M-12

          
            


        

        TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

         

        The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
          “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the
          undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from
          registration provided by Rule 144A.

         

        	
                Dated:

              	 	 	
                Notice: To be executed by an executive officer

              


         

        

        
          M-13

          
            


        

        FORM OF EXCHANGE CERTIFICATE

         

        Bristol-Myers Squibb Company

        430 East 29th Street, 14th Floor

        New York, New York 10016

         

        The Bank of New York Mellon

        240 Greenwich Street, Floor 7 East

        New York, New York 10286

         

        Re: 3.450% Notes due 2027

         

        Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second
          Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008,
          the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February
          27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank
          of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

         

        ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or
          interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal
          amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a
          transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

         

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

         

        
          M-14

          
            


        

        
        EXHIBIT N

         

         (FORM OF FACE OF INITIAL NOTE)

         

        [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
          IN PART FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW
          YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
          REFERRED TO ON THE REVERSE HEREOF.

         

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
          IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
          PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

         

        THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
          SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

         

        
          
            	

                  	(1)	
                    REPRESENTS THAT

                  


          

        

        

        

        
          	 	
                  (A)

                	
                  (x)         IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR

                


        

         

        

        
           

        

        (y)          IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

         

        
          
            	

                  	(B)	
                    IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                      INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

                  


          

        

         

        
          N-1

          
            


        

        
          
            	

                  	(2)	
                    AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE
                      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

                  


          

        

         

        
          
            	

                  	(A)	
                    TO BRISTOL-MYERS SQUIBB COMPANY,

                  


          

        

         

        
          
            	

                  	(B)	
                    PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(C)	
                    TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(D)	
                    IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

                  


          

        

         

        
          
            	

                  	(E)	
                    PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        
          
            	

                  	(3)	
                    PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E)
                      ABOVE, BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN
                      COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
          COMPLIES WITH THE FOREGOING RESTRICTIONS.](2)

         

          

         

        

        
          


                  

        
          
            
              
                	
                        (1)

                      	
                        Applies to Global Notes only

                      


              

            

          

        

         

        
          
            
              
                	
                        (2)

                      	
                        Applies to Notes in definitive form only

                      


              

            

          

        

         

        
          N-2

          
            


        

        BRISTOL-MYERS SQUIBB COMPANY

         

        3.900% Notes due 2028

         

        CUSIP NO. [●]25

         

        ISIN NO. [●]26

         

        

        

        
          
            
              	No. [●]	 Principal Amount $[●]


            

          

        

         

        BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
          hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on February 20, 2028 at the office or agency of the Company in New York, New York designated for such purpose
          by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time
          of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 20 and August 20 of each year, commencing February 20, 2020, at said office or agency (except as
          provided below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 3.900%
          Senior Notes due 2028 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any
          February 20 or August 20 will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of
          September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture,
          dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental
          Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the
          Indenture), duly executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person
          in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may,
          at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder
          on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be
          fixed by the Trustee, as described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the
          requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

         

        

        
          


         

        

        	25

                	
                Regulation 144A Note CUSIP:

              	
                110122 BQ0

              
	 	
                Regulation S Note CUSIP:

              	
                U11009 AQ7

              
	26

                	
                Regulation 144A Note ISIN:

              	
                US110122BQ09

              
	 	
                Regulation S Note ISIN:

              	
                USU11009AQ76

              


        

        

        
          N-3

          
            


        

        This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 3.900% Notes due 2028 (herein called the “Notes”), unlimited in aggregate principal
          amount.

         

        Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
          principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the
          Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in
          exchange therefor, subject to the limitations provided in the Indenture.

         

        No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

         

        Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
          place.

         

        Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture,
          or be valid or obligatory for any purpose.

         

        
          N-4

          
            


        

        IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

         

        	
                Dated:

              	
                BRISTOL-MYERS SQUIBB COMPANY

              
	 	 	  
	 	
                By:

              	  
	 	 	
                Name: Jeffrey Galik

              
	 	 	
                Title: Treasurer

              


         

        	
                Attest

              	 
	  	 
	
                By:

              	

              	 


        	 	
                Name: Katherine R. Kelly

              
	 	
                Title: Vice President and Corporate Secretary

              


        

        

        TRUSTEE’S CERTIFICATE OF AUTHENTICATION

         

        This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

         

        	 	
                THE BANK OF NEW YORK MELLON,

              
	 	
                as Trustee

              
	 	 
	 	
                By:

              	 
	 	 	
                Authorized Signatory

              


        

        

         

        
          N-5

          
            


        

        REVERSE OF NOTE

         

        This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under
          and pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities
          thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

         

        The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to
          or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a
          majority in principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of
          the Securities at the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with
          respect to such series under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
          hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

         

        Registrar and Paying Agent

         

        The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency
          where Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate
          the appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

         

        Optional Redemption of the Notes

         

        At any time prior to November 20, 2027 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon
          mailed notice to the registered address of the Holder at least 15 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

         

        
          N-6

          
            


        

        (a) 100% of the principal amount of the Notes being redeemed, or

         

        (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
          months), at a rate equal to the sum of the applicable Treasury Rate plus 20 basis points;

         

        plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

         

        In addition, at any time on or after the Par Call Date, the Notes may be redeemed at the Company’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof,
          plus accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable date of redemption.

         

        Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that
          any such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption
          of any Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified
          in such notice.

         

        “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as
            having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
            securities of a comparable maturity to the remaining term of such Notes.

         

        “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
            excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

         

        “Reference Dealer” means each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, or their
          respective affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company;
          provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury
          Dealer.

         

        
          N-7

          
            


        

        “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the
          applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

         

        “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that
          redemption date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

         

        “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count
          basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for
          the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

         

        At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the
          calculation of the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated
          and set forth in such Officers’ Certificate.

         

        Additional Issues

         

        The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with
          the Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first
          payment of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights
          Agreement, will constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution
          or a supplement to the Indenture.

         

        
          Notes in Definitive Form

           

          If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of
            Default has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in
            definitive form in exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note,
            equal in principal amount to such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

        

         

        

        
          N-8

          
            


        

        Sinking Fund

         

        The Notes will not be subject to any sinking fund.

         

        Default

         

        If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
          conditions provided in the Indenture.

         

        Miscellaneous

         

        Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which
          the principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by
          mandatory provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

         

        As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the
          Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the
          Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

         

        The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
          Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
          Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

         

        
          N-9

          
            


        

        Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
          as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

         

        This Note shall be construed in accordance with and governed by the laws of the State of New York.

         

        
          N-10

          
            


        

        ASSIGNMENT FORM

         

        	
                I or we assign and transfer this Security to:

              	 
	 	 
	

              	 
	 	 
	
                Insert social security or other identifying number of assignee

              	 
	 	 
	

              	 
	 	 
	
                Print or type name, address and zip code of assignee

              	 
	 	 
	

              	 
	

              	 


        

        

        	
                and irrevocably appoint

              	 	,


        	
                as agent, to transfer this Security on the books of the Company.

              	 


        

        

        
          The agent may substitute another to act for him.

           

          

        

        	
                Date:

              	 	 


        

        

        	 	
                Signed

              	 
	 	
                (Sign exactly as name appears on the

              
	 	
                other side of this Security)

              


        

        

        Signature Guarantee*:

        
          
            
              
                	
                        *

                      	
                        Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”)
                          or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

                      


              

            

             

            

          

        

        
          N-11

          
            


        

        FORM OF TRANSFER CERTIFICATE

         

        In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule
          144”) after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that
          such Securities are being transferred in accordance with its terms:

         

        CHECK ONE BOX BELOW

         

        
          
            
              	(1)          	☐ to the Company; or


            

          

           

          
            
              	(2)          	☐ pursuant to an effective registration statement under the Securities Act; or


            

          

           

          
            
              	(3)          	☐ inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for
                      its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities
                      Act; or


            

          

           

          
            
              	(4)          	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


            

          

           

          
            
              	(5)          	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                      Securities Act.


            

          

           
            Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
              thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has
              reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

          

           

           

          

        

        	

              	

              
	 	
                Signature

              


         

        

        
          N-12

          
            


        

        TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

         

        The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
          “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the
          undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from
          registration provided by Rule 144A.

         

        	
                Dated:

              	 	 	
                Notice: To be executed by an executive officer

              


         

        

        
          N-13

          
            


        

        FORM OF EXCHANGE CERTIFICATE

         

        Bristol-Myers Squibb Company

        430 East 29th Street, 14th Floor

        New York, New York 10016

         

        The Bank of New York Mellon

        240 Greenwich Street, Floor 7 East

        New York, New York 10286

         

        Re: 3.900% Notes due 2028

         

        Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second
          Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008,
          the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February
          27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank
          of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

         

        ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or
          interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal
          amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a
          transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

         

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated  ______________________.

         

        
          N-14

          
            


        

        
        EXHIBIT O

         

         (FORM OF FACE OF INITIAL NOTE)

         

        [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
          IN PART FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW
          YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
          REFERRED TO ON THE REVERSE HEREOF.

         

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
          IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
          PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

         

        THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
          SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

         

        
          
            	

                  	(1)	
                    REPRESENTS THAT

                  


          

        

         

        
          	 	
                  (A)

                	
                  (x)        IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR

                


        

        
           

        

         

        (y)          IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

         

        
          
            	

                  	(B)	
                    IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                      INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

                  


          

        

         

        
          O-1

          
            


        

        
          
            	

                  	(2)	
                    AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE
                      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

                  


          

        

         

        
          
            	

                  	(A)	
                    TO BRISTOL-MYERS SQUIBB COMPANY,

                  


          

        

         

        
          
            	

                  	(B)	
                    PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(C)	
                    TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(D)	
                    IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

                  


          

        

         

        
          
            	

                  	(E)	
                    PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        
          
            	

                  	(3)	
                    PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E)
                      ABOVE, BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN
                      COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
          COMPLIES WITH THE FOREGOING RESTRICTIONS.](2)

         

        
          
            
              
                


               

              

              
                	
                        (1)

                      	
                        Applies to Global Notes only

                      


              

            

          

        

         

        
          
            
              
                	
                        (2)

                      	
                        Applies to Notes in definitive form only

                      


              

            

          

        

         

        
          O-2

          
            


        

        BRISTOL-MYERS SQUIBB COMPANY

         

        5.700% Notes due 2040

         

        CUSIP NO. [●]27

         

        ISIN NO. [●]28

         

        

        
          
            
              	No. [●]	 Principal Amount $[●]


            

          

        

         

        BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
          hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on October 15, 2040 at the office or agency of the Company in New York, New York designated for such purpose
          by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time
          of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on April 15 and October 15 of each year, commencing April 15, 2020, at said office or agency (except as provided
          below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 5.700% Senior Notes
          due 2040 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any April 15 or
          October 15 will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28,
          2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July
          31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of
          May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly
          executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this
          Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding April 1 or October 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the
          Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record
          Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as
          described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
          exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

         

        
          
            
              
                
                  


                 

              

            

          

        

        	27

                	
                Regulation 144A Note CUSIP:

              	
                110122 BR8

              
	 	
                Regulation S Note CUSIP:

              	
                U11009 AR5

              
	28

                	
                Regulation 144A Note ISIN:

              	
                US110122BR81

              
	 	
                Regulation S Note ISIN:

              	
                USU11009AR59

              


         

        

        
          O-3

          
            


        

        This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 5.700% Notes due 2040 (herein called the “Notes”), unlimited in aggregate principal
          amount.

         

        Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
          principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the
          Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in
          exchange therefor, subject to the limitations provided in the Indenture.

         

        No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

         

        Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
          place.

         

        Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture,
          or be valid or obligatory for any purpose.

         

        
          O-4

          
            


        

        IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

         

        	
                Dated:

              	
                BRISTOL-MYERS SQUIBB COMPANY

              
	 	 
	 	By:

              	               

              
	 	
                Name: Jeffrey Galik

              
	 	
                Title: Treasurer

              


        

        

        	
                Attest

              
	
                By:

              	

              	 
	 	
                Name: Katherine R. Kelly

              
	 	
                Title: Vice President and Corporate Secretary

              


        

        

        TRUSTEE’S CERTIFICATE OF AUTHENTICATION

         

        This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

         

        	 	
                THE BANK OF NEW YORK MELLON,

              
	 	
                as Trustee

              
	 	 
	 	
                By:

              	 
	 	 	
                Authorized Signatory

              


        

        

        
          O-5

          
            


        

        REVERSE OF NOTE

         

        This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under
          and pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities
          thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

         

        The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to
          or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a
          majority in principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of
          the Securities at the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with
          respect to such series under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
          hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

         

        Registrar and Paying Agent

         

        The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency
          where Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate
          the appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

         

        Optional Redemption of the Notes

         

        At any time prior to October 15, 2040, the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the
          registered address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

         

        
          O-6

          
            


        

        (a) 100% of the principal amount of the Notes being redeemed, or

         

        (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
          months), at a rate equal to the sum of the applicable Treasury Rate plus 30 basis points;

         

        plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

         

        Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that
          any such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption
          of any Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified
          in such notice.

         

        “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as
            having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
            securities of a comparable maturity to the remaining term of such Notes.

         

        “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
            excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

         

        “Reference Dealer” means each of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their
          respective affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company;
          provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury
          Dealer.

         

        “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the
          applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

         

        
          O-7

          
            


        

        “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that
          redemption date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

         

        “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count
          basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for
          the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

         

        At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the
          calculation of the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated
          and set forth in such Officers’ Certificate.

         

        Additional Issues

         

        The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with
          the Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first
          payment of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights
          Agreement, will constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution
          or a supplement to the Indenture.

         

        Notes in Definitive Form

         

        If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of
          Default has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive
          form in exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in
          principal amount to such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

         

        Sinking Fund

         

        The Notes will not be subject to any sinking fund.

         

        
          O-8

          
            


        

        Default

         

        If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
          conditions provided in the Indenture.

         

        Miscellaneous

         

        Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which
          the principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by
          mandatory provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

         

        As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the
          Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the
          Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

         

        The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
          Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
          Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

         

        Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
          as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

         

        This Note shall be construed in accordance with and governed by the laws of the State of New York.

         

        
          O-9

          
            


        

        ASSIGNMENT FORM

         

        	
                I or we assign and transfer this Security to:

              	 
	 	 
	

              	 
	 	 
	
                Insert social security or other identifying number of assignee

              	 
	 	 
	

              	 
	 	 
	
                Print or type name, address and zip code of assignee

              	 
	 	 
	

              	 
	

              	 


        

        

        	
                and irrevocably appoint 

                

              	 	,

              


        

        

        	as agent, to transfer this Security on the books of the Company.	 


        
           

          

          The agent may substitute another to act for him.

           

          

        

        	
                Date:

              	 	 


         

        	 	
                Signed

              	 
	 	
                (Sign exactly as name appears on the

              
	 	
                other side of this Security)

              


         

        

        Signature Guarantee*:

        
          
            	*	
                    Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or
                      such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

                  


             

            

          

        

        
          O-10

          
            


        

        FORM OF TRANSFER CERTIFICATE

         

        In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule
          144”) after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that
          such Securities are being transferred in accordance with its terms:

         

        CHECK ONE BOX BELOW

         

        
          
            
              	(1)          	☐ to the Company; or


            

          

           

          
            
              	(2)          	☐ pursuant to an effective registration statement under the Securities Act; or


            

          

           

          
            
              	(3)          	☐ inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for
                      its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities
                      Act; or


            

          

           

          
            
              	(4)          	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


            

          

           

          
            
              	(5)          	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                      Securities Act.


            

          

           
            Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
              thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has
              reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

          

        

        

        

        	

              	 
	 	
                Signature

              


         

        

        
          O-11

          
            


        

        TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

         

        The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
          “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the
          undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from
          registration provided by Rule 144A.

         

        	
                Dated:

              	 	 	
                Notice: To be executed by an executive officer

              


         

        

        
          O-12

          
            


        

        FORM OF EXCHANGE CERTIFICATE

         

        Bristol-Myers Squibb Company

        430 East 29th Street, 14th Floor

        New York, New York 10016

         

        The Bank of New York Mellon

        240 Greenwich Street, Floor 7 East

        New York, New York 10286

         

        Re: 5.700% Notes due 2040

         

        Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second
          Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008,
          the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February
          27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank
          of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

         

        ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or
          interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal
          amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a
          transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

         

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

         

        
          O-13

          
            


        

        
        EXHIBIT P

         

         (FORM OF FACE OF INITIAL NOTE)

         

        [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
          IN PART FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW
          YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
          REFERRED TO ON THE REVERSE HEREOF.

         

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
          IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
          PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

         

        THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
          SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

         

        
          
            	

                  	(1)	
                    REPRESENTS THAT

                  


          

        

         

        
          	 	
                  (A)

                	
                  (x)        IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR

                


        

         

        

        
           

        

        (y)          IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

         

        
          
            	

                  	(B)	
                    IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                      INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

                  


          

        

         

        
          P-1

          
            


        

         

        
          
            	

                  	(2)	
                    AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE
                      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

                  


          

        

         

        
          
            	

                  	(A)	
                    TO BRISTOL-MYERS SQUIBB COMPANY,

                  


          

        

         

        
          
            	

                  	(B)	
                    PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(C)	
                    TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(D)	
                    IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

                  


          

        

         

        
          
            	

                  	(E)	
                    PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        
          
            	

                  	(3)	
                    PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E)
                      ABOVE, BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN
                      COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
          COMPLIES WITH THE FOREGOING RESTRICTIONS.](2)

         

        
          


         

        

        
          	
                  (1)

                	
                  Applies to Global Notes only

                


        

         

        
          	
                  (2)

                	
                  Applies to Notes in definitive form only

                


        

         

        
          P-2

          
            


        

        BRISTOL-MYERS SQUIBB COMPANY

         

        5.250% Notes due 2043

         

        CUSIP NO. [●]29

         

        ISIN NO. [●]30

         

        

        
          
            
              	No. [●]	 Principal Amount $[●]


            

          

        

         

        

        BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
          hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on August 15, 2043 at the office or agency of the Company in New York, New York designated for such purpose
          by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time
          of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 15 and August 15 of each year, commencing February 15, 2020, at said office or agency (except as
          provided below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 5.250%
          Senior Notes due 2043 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any
          February 15 or August 15 will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of
          September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture,
          dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental
          Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the
          Indenture), duly executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person
          in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may,
          at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder
          on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be
          fixed by the Trustee, as described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the
          requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

         

        
          


         

        

        	29

              	
                Regulation 144A Note CUSIP:

              	
                110122 BS6

              
	 	
                Regulation S Note CUSIP:

              	
                U11009 AS3

              
	
                30

                  

              	
                Regulation 144A Note ISIN:

              	
                US110122BS64

              
	 	
                Regulation S Note ISIN:

              	
                USU11009AS33

              


         

        

        
          P-3

          
            


        

        This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 5.250% Notes due 2043 (herein called the “Notes”), unlimited in aggregate principal
          amount.

         

        Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
          principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the
          Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in
          exchange therefor, subject to the limitations provided in the Indenture.

         

        No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

         

        Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
          place.

         

        Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture,
          or be valid or obligatory for any purpose.

         

        
          P-4

          
            


        

        IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

         

        	
                Dated:

              	
                BRISTOL-MYERS SQUIBB COMPANY

              
	 	 	 
	 	
                By:

              	  

              
	 	 	
                Name:  Jeffrey Galik

              
	 	 	
                Title: Treasurer

              


        

        

        	
                Attest

              
	 
	
                By:

              	

              	 
	 	
                Name: Katherine R. Kelly

              
	 	
                Title: Vice President and Corporate Secretary

              


        

        

        TRUSTEE’S CERTIFICATE OF AUTHENTICATION

         

        This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

         

        	 	
                THE BANK OF NEW YORK MELLON,

              
	 	
                as Trustee

              
	 	 
	 	
                By:

              	 
	 	 	
                Authorized Signatory

              


        

        

        
          P-5

          
            


        

        REVERSE OF NOTE

         

        This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under
          and pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities
          thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

         

        The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to
          or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a
          majority in principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of
          the Securities at the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with
          respect to such series under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
          hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

         

        Registrar and Paying Agent

         

        The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency
          where Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate
          the appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

         

        Optional Redemption of the Notes

         

        At any time prior to August 15, 2043, the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the
          registered address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

         

        
          P-6

          
            


        

        (a) 100% of the principal amount of the Notes being redeemed, or

         

        (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
          months), at a rate equal to the sum of the applicable Treasury Rate plus 25 basis points;

         

        plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

         

        Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that
          any such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption
          of any Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified
          in such notice.

         

        “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as
            having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
            securities of a comparable maturity to the remaining term of such Notes.

         

        “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
            excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

         

        “Reference Dealer” means each of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their
          respective affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company;
          provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury
          Dealer.

         

        “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the
          applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

         

        
          P-7

          
            


        

        “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that
          redemption date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

         

        “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count
          basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for
          the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

         

        At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the
          calculation of the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated
          and set forth in such Officers’ Certificate.

         

        Additional Issues

         

        The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with
          the Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first
          payment of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights
          Agreement, will constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution
          or a supplement to the Indenture.

         

        Notes in Definitive Form

         

        If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of
          Default has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive
          form in exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in
          principal amount to such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

         

        Sinking Fund

         

        The Notes will not be subject to any sinking fund.

         

        
          P-8

          
            


        

        Default

         

        If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
          conditions provided in the Indenture.

         

        Miscellaneous

         

        Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which
          the principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by
          mandatory provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

         

        As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the
          Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the
          Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

         

        The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
          Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
          Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

         

        Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
          as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

         

        This Note shall be construed in accordance with and governed by the laws of the State of New York.

         

        
          P-9

          
            


        

        ASSIGNMENT FORM

         

        	
                I or we assign and transfer this Security to:

              	 
	 	 
	
                

                

              	 
	 	 
	
                Insert social security or other identifying number of assignee

              	 
	 	 
	
                

                

              	 
	 	 
	
                Print or type name, address and zip code of assignee

              	 
	 	 
	
                

                

              	 
	
                

                

              	 


        

        

        	
                and irrevocably appoint 

                

              	 	,

              
	as agent, to transfer this Security on the books of the Company.	 


        

        

        
          The agent may substitute another to act for him.

        

        

        

        	
                Date:

              	 	 


        

        

        	 	
                Signed

              	 
	 	
                (Sign exactly as name appears on the

              
	 	
                other side of this Security)

              


         

        

        Signature Guarantee*:

        
          
            	*	
                    Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or
                      such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

                  


             

            

          

        

        
          P-10

          
            


        

        FORM OF TRANSFER CERTIFICATE

         

        In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule
          144”) after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that
          such Securities are being transferred in accordance with its terms:

         

        CHECK ONE BOX BELOW

         

         

        

        
          
            
              	(1)          	☐ to the Company; or


            

          

           

          
            
              	(2)          	☐ pursuant to an effective registration statement under the Securities Act; or


            

          

           

          
            
              	(3)          	☐ inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for
                      its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities
                      Act; or


            

          

           

          
            
              	(4)          	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


            

          

           

          
            
              	(5)          	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                      Securities Act.


            

          

           
            Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however,
              that if box (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that
              such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

          

        

         

        

        

        	 	 
	 	
                Signature

              


         

        

        
          P-11

          
            


        

        TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

         

        The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
          “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the
          undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from
          registration provided by Rule 144A.

         

        	
                Dated:

              	 	

              	
                Notice: To be executed by an executive officer

              


         

        

        
          P-12

          
            


        

        FORM OF EXCHANGE CERTIFICATE

         

        Bristol-Myers Squibb Company

        430 East 29th Street, 14th Floor

        New York, New York 10016

         

        The Bank of New York Mellon

        240 Greenwich Street, Floor 7 East

        New York, New York 10286

         

        Re: 5.250% Notes due 2043

         

        Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second
          Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008,
          the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February
          27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank
          of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

         

        ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or
          interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal
          amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a
          transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

         

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

         

        
          P-13

          
            


        

        
        EXHIBIT Q

         

         (FORM OF FACE OF INITIAL NOTE)

         

        [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
          IN PART FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW
          YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
          REFERRED TO ON THE REVERSE HEREOF.

         

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
          IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
          PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

         

        THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
          SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

         

        
          
            	

                  	(1)	
                    REPRESENTS THAT

                  


          

        

         

        

        
          	 	
                  (A)

                	
                  (x)          IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR

                


        

        
           

        

         

        (y)            IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

         

        
          
            	

                  	(B)	
                    IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                      INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

                  


          

        

         

        
          Q-1

          
            


        

        
          
            	

                  	(2)	
                    AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE
                      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

                  


          

        

         

        
          
            	

                  	(A)	
                    TO BRISTOL-MYERS SQUIBB COMPANY,

                  


          

        

         

        
          
            	

                  	(B)	
                    PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(C)	
                    TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(D)	
                    IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

                  


          

        

         

        
          
            	

                  	(E)	
                    PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        
          
            	

                  	(3)	
                    PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E)
                      ABOVE, BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN
                      COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
          COMPLIES WITH THE FOREGOING RESTRICTIONS.](2)

        

        

        

                  

        

        
          	
                  (1)

                	
                  Applies to Global Notes only

                


        

         

        
          	
                  (2)

                	
                  Applies to Notes in definitive form only

                


        

         

        
          Q-2

          
            


        

        BRISTOL-MYERS SQUIBB COMPANY

         

        4.625% Notes due 2044

         

        CUSIP NO. [●]31

         

        ISIN NO. [●]32

        

        

         

        
          
            
              	No. [●]	 Principal Amount $[●]


            

          

        

         

        

        BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
          hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on May 15, 2044 at the office or agency of the Company in New York, New York designated for such purpose by
          the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of
          payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on May 15 and November 15 of each year, commencing May 15, 2020, at said office or agency (except as provided
          below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 4.625% Senior Notes
          due 2044 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any May 15 or
          November 15 will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September
          28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of
          July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated
          as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly
          executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this
          Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding May 1 or November 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the
          Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record
          Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as
          described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
          exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

         

        
          


         

        

        	31	
                Regulation 144A Note CUSIP:

              	
                110122 BT4

              
	 	
                Regulation S Note CUSIP:

              	
                U11009 AT1

              
	32

                	
                Regulation 144A Note ISIN:

              	
                US110122BT48

              
	 	
                Regulation S Note ISIN:

              	
                USU11009AT16

              


         

        

        
          Q-3

          
            


        

        This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 4.625% Notes due 2044 (herein called the “Notes”), unlimited in aggregate principal
          amount.

         

        Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
          principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the
          Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in
          exchange therefor, subject to the limitations provided in the Indenture.

         

        No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

         

        Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
          place.

         

        Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture,
          or be valid or obligatory for any purpose.

         

        
          Q-4

          
            


        

        IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

         

        	
                Dated:

              	
                BRISTOL-MYERS SQUIBB COMPANY

              
	 	 	  
	 	
                By:

              	  
	 	 	
                Name: Jeffrey Galik

              
	 	 	
                Title: Treasurer

              


        

        

        	
                Attest

              	 
	 	 
	
                By:

              	
                

                

              	 
	 	
                Name: Katherine R. Kelly

              
	 	
                Title: Vice President and Corporate Secretary

              


        

        

        TRUSTEE’S CERTIFICATE OF AUTHENTICATION

         

        This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

         

        	 	
                THE BANK OF NEW YORK MELLON,

              
	 	
                as Trustee

              
	 	 
	 	
                By:

              	 
	 	 	
                Authorized Signatory

              


        

        

        
          Q-5

          
            


        

        REVERSE OF NOTE

         

        This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under
          and pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities
          thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

         

        The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to
          or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a
          majority in principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of
          the Securities at the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with
          respect to such series under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
          hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

         

        Registrar and Paying Agent

         

        The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency
          where Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate
          the appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

         

        Optional Redemption of the Notes

         

        At any time prior to November 15, 2043 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon
          mailed notice to the registered address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

         

        
          Q-6

          
            


        

        (a) 100% of the principal amount of the Notes being redeemed, or

         

        (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
          months), at a rate equal to the sum of the applicable Treasury Rate plus 20 basis points;

         

        plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

         

        In addition, at any time on or after the Par Call Date, the Notes may be redeemed at the Company’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof,
          plus accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable date of redemption.

         

        Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that
          any such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption
          of any Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified
          in such notice.

         

        “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as
            having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
            securities of a comparable maturity to the remaining term of such Notes.

         

        “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
            excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

         

        “Reference Dealer” means each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, or their
          respective affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company;
          provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury
          Dealer.

         

        
          Q-7

          
            


        

        “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the
          applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

         

        “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that
          redemption date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

         

        “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count
          basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for
          the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

         

        At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the
          calculation of the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated
          and set forth in such Officers’ Certificate.

         

        Additional Issues

         

        The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with
          the Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first
          payment of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights
          Agreement, will constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution
          or a supplement to the Indenture.

         

        Notes in Definitive Form

         

        If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of
          Default has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive
          form in exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in
          principal amount to such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

         

        
          Q-8

          
            


        

        Sinking Fund

         

        The Notes will not be subject to any sinking fund.

         

        Default

         

        If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
          conditions provided in the Indenture.

         

        Miscellaneous

         

        Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which
          the principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by
          mandatory provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

         

        As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the
          Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the
          Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

         

        The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
          Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
          Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

         

        
          Q-9

          
            


        

        Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
          as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

         

        This Note shall be construed in accordance with and governed by the laws of the State of New York.

         

        
          Q-10

          
            


        

        ASSIGNMENT FORM

         

        	
                I or we assign and transfer this Security to:

              	 
	 	 
	

              	 
	 	 
	
                Insert social security or other identifying number of assignee

              	 
	 	 
	

              	 
	 	 
	
                Print or type name, address and zip code of assignee

              	 
	 	 
	 	 
	

              	 


        

        

        	
                and irrevocably appoint

                

              	 	,

              


        

        

        	
                as agent, to transfer this Security on the books of the Company.

              


        
           

          

          The agent may substitute another to act for him.

        

        

        

        	
                Date:

              	 	 
	 	 


        

        

        	 	
                Signed

              	 
	 	
                (Sign exactly as name appears on the

              
	 	
                other side of this Security)

              


         

        

        Signature Guarantee*:

        
          
            	*	
                    Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or
                      such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

                  


             

            

          

        

        
          Q-11

          
            


        

        FORM OF TRANSFER CERTIFICATE

         

        In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule
          144”) after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that
          such Securities are being transferred in accordance with its terms:

         

        CHECK ONE BOX BELOW

         

        
          
            
              	(1)          	☐ to the Company; or


            

          

           

          
            
              	(2)          	☐ pursuant to an effective registration statement under the Securities Act; or


            

          

           

          
            
              	(3)          	☐ inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for
                      its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities
                      Act; or


            

          

           

          
            
              	(4)          	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


            

          

           

          
            
              	(5)          	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                      Securities Act.


            

          

           
            
              Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
                thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has
                reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

            

          

        

         

        

        	 	

              
	

              	
                Signature

              


         

        

        
          Q-12

          
            


        

        

        TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

         

        The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
          “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the
          undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from
          registration provided by Rule 144A.

         

        	
                Dated:

              	 	 	
                Notice: To be executed by an executive officer

              


         

        

        
          Q-13

          
            


        

        FORM OF EXCHANGE CERTIFICATE

         

        Bristol-Myers Squibb Company

        430 East 29th Street, 14th Floor

        New York, New York 10016

         

        The Bank of New York Mellon

        240 Greenwich Street, Floor 7 East

        New York, New York 10286

         

        Re: 4.625% Notes due 2044

         

        Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second
          Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008,
          the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February
          27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank
          of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

         

        ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or
          interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal
          amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a
          transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

         

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

         

        
          Q-14

          
            


        

        
        EXHIBIT R

         

         (FORM OF FACE OF INITIAL NOTE)

         

        [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
          IN PART FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW
          YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
          REFERRED TO ON THE REVERSE HEREOF.

         

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
          IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
          PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

         

        THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
          SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

         

        
          
            	

                  	(1)	
                    REPRESENTS THAT

                  


          

        

         

        
          	 	
                  (A)

                	
                  (x)          IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR

                


        

         

        
           

        

         

        (y)           IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

         

        
          
            	

                  	(B)	
                    IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                      INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

                  


          

        

         

        
          R-1

          
            


        

        
          
            	

                  	(2)	
                    AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE
                      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

                  


          

        

         

        
          
            	

                  	(A)	
                    TO BRISTOL-MYERS SQUIBB COMPANY,

                  


          

        

         

        
          
            	

                  	(B)	
                    PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(C)	
                    TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(D)	
                    IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

                  


          

        

         

        
          
            	

                  	(E)	
                    PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        
          
            	

                  	(3)	
                    PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E)
                      ABOVE, BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN
                      COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
          COMPLIES WITH THE FOREGOING RESTRICTIONS.](2)

         

        
          
            


          

          

        

        
          	
                  (1)

                	
                  Applies to Global Notes only

                


        

         

        
          	
                  (2)

                	
                  Applies to Notes in definitive form only

                


        

         

        
          R-2

          
            


        

        BRISTOL-MYERS SQUIBB COMPANY

         

        5.000% Notes due 2045

         

        CUSIP NO. [●]33

         

        ISIN NO. [●]34

         

        

        
          
            
              	No. [●]	 Principal Amount $[●]


            

          

        

         

        

        BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
          hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on August 15, 2045 at the office or agency of the Company in New York, New York designated for such purpose
          by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time
          of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 15 and August 15 of each year, commencing February 15, 2020, at said office or agency (except as
          provided below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 5.000%
          Senior Notes due 2045 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any
          February 15 or August 15 will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of
          September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture,
          dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental
          Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the
          Indenture), duly executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person
          in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may,
          at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder
          on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be
          fixed by the Trustee, as described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the
          requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

        
           

          
            


           

        

        	33

                	
                Regulation 144A Note CUSIP:

              	
                110122 BU1

              
	 	
                Regulation S Note CUSIP:

              	
                U11009 AU8

              
	34

                	
                Regulation 144A Note ISIN:

              	
                US110122BU11

              
	 	
                Regulation S Note ISIN:

              	
                USU11009AU88

              


        

        

        
          R-3

          
            


        

        This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 5.000% Notes due 2045 (herein called the “Notes”), unlimited in aggregate principal
          amount.

         

        Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
          principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the
          Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in
          exchange therefor, subject to the limitations provided in the Indenture.

         

        No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

         

        Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
          place.

         

        Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture,
          or be valid or obligatory for any purpose.

         

        
          R-4

          
            


        

        IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

         

        	
                Dated:

              	
                BRISTOL-MYERS SQUIBB COMPANY

              
	 	 	  
	 	
                By:

              	  
	 	 	
                Name: Jeffrey Galik

              
	 	 	
                Title: Treasurer

              


        

        

        	
                Attest

              	 
	 	 
	
                By:

              	

              	 
	 	
                Name:  Katherine R. Kelly

              
	 	
                Title:  Vice President and Corporate Secretary

              


        

        

        TRUSTEE’S CERTIFICATE OF AUTHENTICATION

         

        This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

         

        	 	
                THE BANK OF NEW YORK MELLON,

              
	 	
                as Trustee

              
	 	 
	 	
                By:

              	 
	 	 	
                Authorized Signatory

              


        

        

        
          R-5

          
            


        

        REVERSE OF NOTE

         

        This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under
          and pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities
          thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

         

        The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to
          or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a
          majority in principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of
          the Securities at the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with
          respect to such series under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
          hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

         

        Registrar and Paying Agent

         

        The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency
          where Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate
          the appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

         

        Optional Redemption of the Notes

         

        At any time prior to February 15, 2045 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon
          mailed notice to the registered address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

         

        
          R-6

          
            


        

        (a) 100% of the principal amount of the Notes being redeemed, or

         

        (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
          months), at a rate equal to the sum of the applicable Treasury Rate plus 35 basis points;

         

        plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

         

        In addition, at any time on or after the Par Call Date, the Notes may be redeemed at the Company’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof,
          plus accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable date of redemption.

         

        Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that
          any such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption
          of any Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified
          in such notice.

         

        “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as
            having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
            securities of a comparable maturity to the remaining term of such Notes.

         

        “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
            excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

         

        “Reference Dealer” means each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, or their
          respective affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company;
          provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury
          Dealer.

         

        
          R-7

          
            


        

        “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the
          applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

         

        “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that
          redemption date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

         

        “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count
          basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for
          the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

         

        At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the
          calculation of the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated
          and set forth in such Officers’ Certificate.

         

        Additional Issues

         

        The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with
          the Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first
          payment of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights
          Agreement, will constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution
          or a supplement to the Indenture.

         

        Notes in Definitive Form

         

        If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of
          Default has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive
          form in exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in
          principal amount to such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

         

        
          R-8

          
            


        

        Sinking Fund

         

        The Notes will not be subject to any sinking fund.

         

        Default

         

        If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
          conditions provided in the Indenture.

         

        Miscellaneous

         

        Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which
          the principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by
          mandatory provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

         

        As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the
          Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the
          Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

         

        The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
          Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
          Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

         

        
          R-9

          
            


        

        Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
          as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

         

        This Note shall be construed in accordance with and governed by the laws of the State of New York.

         

        
          R-10

          
            


        

        ASSIGNMENT FORM

         

        	
                I or we assign and transfer this Security to:

              	 
	 	 
	

              	 
	 	 
	
                Insert social security or other identifying number of assignee

              	 
	 	 
	
                

                

              	 
	 	 
	
                Print or type name, address and zip code of assignee

              	 
	 	 
	
                

                

              	 
	

              	 


        

        

        	
                and irrevocably appoint 

                

              	 	,

              
	
                as agent, to transfer this Security on the books of the Company.

              	 


        

        

        
          The agent may substitute another to act for him.

        

        

        

        	
                Date:

              	 	 


        

        

        	 	
                Signed

              	

              
	 	
                (Sign exactly as name appears on the

              
	 	
                other side of this Security)

              


         

        

        Signature Guarantee*:

        
          
            	*	
                    Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or
                      such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

                  


             

            

          

        

        
          R-11

          
            


        

        FORM OF TRANSFER CERTIFICATE

         

        In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule
          144”) after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that
          such Securities are being transferred in accordance with its terms:

         

        CHECK ONE BOX BELOW

         

        
          
            
              	(1)          	☐ to the Company; or


            

          

           

          
            
              	(2)          	☐ pursuant to an effective registration statement under the Securities Act; or


            

          

           

          
            
              	(3)          	☐ inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for
                      its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities
                      Act; or


            

          

           

          
            
              	(4)          	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


            

          

           

          
            
              	(5)          	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                      Securities Act.


            

          

           

          
            Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
              thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has
              reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

          

        

         

         

        

         

        	 	 
	 	
                Signature

              


         

        

        
          R-12

          
            


        

        TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

         

        The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
          “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the
          undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from
          registration provided by Rule 144A.

         

        	
                Dated:

              	 	 	
                Notice: To be executed by an executive officer

              


         

        

        
          R-13

          
            


        

        FORM OF EXCHANGE CERTIFICATE

         

        Bristol-Myers Squibb Company

        430 East 29th Street, 14th Floor

        New York, New York 10016

         

        The Bank of New York Mellon

        240 Greenwich Street, Floor 7 East

        New York, New York 10286

         

        Re: 5.000% Notes due 2045

         

        Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second
          Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008,
          the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February
          27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank
          of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

         

        ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or
          interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal
          amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a
          transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

         

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

         

        
          R-14

          
            


        

        
        EXHIBIT S

         

         (FORM OF FACE OF INITIAL NOTE)

         

        [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
          IN PART FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW
          YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
          REFERRED TO ON THE REVERSE HEREOF.

         

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
          IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
          PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

         

        THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
          SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

         

        
          
            	

                  	(1)	
                    REPRESENTS THAT

                  


          

        

         

        

        
          	 	
                  (A)

                	
                  (x)          IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR

                


        

         

        

        
           

        

        (y)            IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

         

        
          
            	

                  	(B)	
                    IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                      INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

                  


          

        

         

        
          S-1

          
            


        

        
          
            	

                  	(2)	
                    AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE
                      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

                  


          

        

         

        
          
            	

                  	(A)	
                    TO BRISTOL-MYERS SQUIBB COMPANY,

                  


          

        

         

        
          
            	

                  	(B)	
                    PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(C)	
                    TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(D)	
                    IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

                  


          

        

         

        
          
            	

                  	(E)	
                    PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        
          
            	

                  	(3)	
                    PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E)
                      ABOVE, BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN
                      COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
          COMPLIES WITH THE FOREGOING RESTRICTIONS.](2)

         

        
          
            
              
                
                  
                    


                   

                

              

              
                	
                        (1)

                      	
                        Applies to Global Notes only

                      


              

            

          

        

         

        
          
            
              
                	
                        (2)

                      	
                        Applies to Notes in definitive form only

                      


              

            

          

        

         

        
          S-2

          
            


        

        BRISTOL-MYERS SQUIBB COMPANY

         

        4.350% Notes due 2047

         

        CUSIP NO. [●]35

         

        ISIN NO. [●]36

         

        

        

        
          
            
              	No. [●]	 Principal Amount $[●]


            

          

          

        

        BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
          hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on November 15, 2047 at the office or agency of the Company in New York, New York designated for such purpose
          by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time
          of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on May 15 and November 15 of each year, commencing May 15, 2020, at said office or agency (except as provided
          below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 4.350% Senior Notes
          due 2047 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any May 15 or
          November 15 will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September
          28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of
          July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated
          as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly
          executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this
          Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding May 1 or November 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the
          Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record
          Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as
          described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
          exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

         

        
          
            
              


          

          

        

        	35

                	
                Regulation 144A Note CUSIP:

              	
                110122 BV9

              
	 	
                Regulation S Note CUSIP:

              	
                U11009 AV6

              
	36

                	
                Regulation 144A Note ISIN:

              	
                US110122BV93

              
	 	
                Regulation S Note ISIN:

              	
                USU11009AV61

              


         

        

        
          S-3

          
            


        

        This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 4.350% Notes due 2047 (herein called the “Notes”), unlimited in aggregate principal
          amount.

         

        Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
          principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the
          Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in
          exchange therefor, subject to the limitations provided in the Indenture.

         

        No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

         

        Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
          place.

         

        Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture,
          or be valid or obligatory for any purpose.

         

        
          S-4

          
            


        

        IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

         

        	
                Dated:

              	
                BRISTOL-MYERS SQUIBB COMPANY

              
	 	 	  
	 	
                By:

              	  
	 	 	
                Name: Jeffrey Galik

              
	 	 	
                Title: Treasurer

              


        

        

        	
                Attest

              	 
	 	 
	
                By:

              	
                

                

              	 
	 	
                Name: Katherine R. Kelly

              
	 	
                Title: Vice President and Corporate Secretary

              


        

        

        TRUSTEE’S CERTIFICATE OF AUTHENTICATION

         

        This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

         

        	 	
                THE BANK OF NEW YORK MELLON,

              
	 	
                as Trustee

              
	 	 
	 	
                By:

              	 
	 	
                

                

              	
                Authorized Signatory

              


        

        

        
          S-5

          
            


        

        REVERSE OF NOTE

         

        This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under
          and pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities
          thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

         

        The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to
          or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a
          majority in principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of
          the Securities at the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with
          respect to such series under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
          hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

         

        Registrar and Paying Agent

         

        The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency
          where Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate
          the appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

         

        Optional Redemption of the Notes

         

        At any time prior to May 15, 2047 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed
          notice to the registered address of the Holder at least 15 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

         

        
          S-6

          
            


        

        (a) 100% of the principal amount of the Notes being redeemed, or

         

        (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
          months), at a rate equal to the sum of the applicable Treasury Rate plus 25 basis points;

         

        plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

         

        In addition, at any time on or after the Par Call Date, the Notes may be redeemed at the Company’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof,
          plus accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable date of redemption.

         

        Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that
          any such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption
          of any Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified
          in such notice.

         

        “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as
            having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
            securities of a comparable maturity to the remaining term of such Notes.

         

        “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
            excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

         

        “Reference Dealer” means each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, or their
          respective affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company;
          provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury
          Dealer.

         

        
          S-7

          
            


        

        “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the
          applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

         

        “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that
          redemption date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

         

        “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count
          basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for
          the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

         

        At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the
          calculation of the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated
          and set forth in such Officers’ Certificate.

         

        Additional Issues

         

        The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with
          the Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first
          payment of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights
          Agreement, will constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution
          or a supplement to the Indenture.

         

        Notes in Definitive Form

         

        If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of
          Default has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive
          form in exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in
          principal amount to such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

         

        
          S-8

          
            


        

        Sinking Fund

         

        The Notes will not be subject to any sinking fund.

         

        Default

         

        If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
          conditions provided in the Indenture.

         

        Miscellaneous

         

        Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which
          the principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by
          mandatory provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

         

        As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the
          Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the
          Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

         

        The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
          Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
          Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

         

        
          S-9

          
            


        

        Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
          as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

         

        This Note shall be construed in accordance with and governed by the laws of the State of New York.

         

        
          S-10

          
            


        

        ASSIGNMENT FORM

         

        	
                I or we assign and transfer this Security to:

              	 
	 	 
	
                

                

              	 
	 	 
	
                Insert social security or other identifying number of assignee

              	 
	 	 
	
                

                

              	 
	 	 
	
                Print or type name, address and zip code of assignee

              	 
	 	 
	
                

                

              	 
	
                

                

              	 


        

        

        	
                and irrevocably appoint

                

              	 	,

              


        	
                as agent, to transfer this Security on the books of the Company.

              	 


        

        

        
          The agent may substitute another to act for him.

        

        

        

        	
                Date:

              	 	 


        

        

        	 	
                Signed

              	 
	 	
                (Sign exactly as name appears on the

              
	 	
                other side of this Security)

              


         

        

        Signature Guarantee*:

        
          
            	*	
                    Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or
                      such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

                  


             

            

          

        

        
          S-11

          
            


        

        FORM OF TRANSFER CERTIFICATE

         

        In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule
          144”) after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that
          such Securities are being transferred in accordance with its terms:

         

        CHECK ONE BOX BELOW

         

        
          
            
              	(1)          	☐ to the Company; or


            

          

           

          
            
              	(2)          	☐ pursuant to an effective registration statement under the Securities Act; or


            

          

           

          
            
              	(3)          	☐ inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for
                      its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities
                      Act; or


            

          

           

          
            
              	(4)          	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


            

          

           

          
            
              	(5)          	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                      Securities Act.


            

          

           

            Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
              thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has
              reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

            

          

        

         

        
           

        

        	 	 
	 	
                Signature

              


         

        

        
          S-12

          
            


        

        TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

         

        The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
          “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the
          undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from
          registration provided by Rule 144A.

         

        	
                Dated:

              	 	 	
                Notice: To be executed by an executive officer

              


         

        

        
          S-13

          
            


        

        FORM OF EXCHANGE CERTIFICATE

         

        Bristol-Myers Squibb Company

        430 East 29th Street, 14th Floor

        New York, New York 10016

         

        The Bank of New York Mellon

        240 Greenwich Street, Floor 7 East

        New York, New York 10286

         

        Re: 4.350% Notes due 2047

         

        Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second
          Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008,
          the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February
          27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank
          of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

         

        ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or
          interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal
          amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a
          transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

         

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

         

        
          S-14

          
            


        

        
        EXHIBIT T

         

         (FORM OF FACE OF INITIAL NOTE)

         

        [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
          IN PART FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW
          YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
          REFERRED TO ON THE REVERSE HEREOF.

         

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
          IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
          PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

         

        THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
          SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

         

        
          
            	

                  	(1)	
                    REPRESENTS THAT

                  


          

        

         

        
          	 	
                  (A)

                	
                  (x)          IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR

                


        

        
           

        

         

        (y)            IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

         

        
          
            	

                  	(B)	
                    IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL
                      INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

                  


          

        

         

        
          T-1

          
            


        

        
          
            	

                  	(2)	
                    AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE
                      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

                  


          

        

         

        
          
            	

                  	(A)	
                    TO BRISTOL-MYERS SQUIBB COMPANY,

                  


          

        

         

        
          
            	

                  	(B)	
                    PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(C)	
                    TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

                  


          

        

         

        
          
            	

                  	(D)	
                    IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

                  


          

        

         

        
          
            	

                  	(E)	
                    PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        
          
            	

                  	(3)	
                    PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E)
                      ABOVE, BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN
                      COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  


          

        

         

        [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
          COMPLIES WITH THE FOREGOING RESTRICTIONS.](2)

         
          
            
              
                


            

          

        

         

        

        
          	
                  (1)

                	
                  Applies to Global Notes only

                


        

         

        
          	
                  (2)

                	
                  Applies to Notes in definitive form only

                


        

         

        
          T-2

          
            


        

        BRISTOL-MYERS SQUIBB COMPANY

         

        4.550% Notes due 2048

         

        CUSIP NO. [●]37

         

        ISIN NO. [●]38

         

         

        

        
          
            
              	No. [●]	 Principal Amount $[●]


            

          

        

         

        

        BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture
          hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on February 20, 2048 at the office or agency of the Company in New York, New York designated for such purpose
          by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time
          of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 20 and August 20 of each year, commencing February 20, 2020, at said office or agency (except as
          provided below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 4.550%
          Senior Notes due 2048 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any
          February 20 or August 20will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of
          September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture,
          dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental
          Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the
          Indenture), duly executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person
          in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may,
          at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder
          on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be
          fixed by the Trustee, as described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the
          requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

         

        
          
            
              
                
                  


              

            

          

        

         

        

        	37

                	
                Regulation 144A Note CUSIP:

              	
                110122 BW7

              
	 	
                Regulation S Note CUSIP:

              	
                U11009 AW4

              
	38	
                Regulation 144A Note ISIN:

              	
                US110122BW76

              
	 	
                Regulation S Note ISIN:

              	
                USU11009AW45

              


         

        

        
          T-3

          
            


        

        This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 4.550% Notes due 2048 (herein called the “Notes”), unlimited in aggregate principal
          amount.

         

        Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the
          principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the
          Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in
          exchange therefor, subject to the limitations provided in the Indenture.

         

        No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

         

        Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
          place.

         

        Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture,
          or be valid or obligatory for any purpose.

         

        
          T-4

          
            


        

         

        IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

         

        	
                Dated:

              	
                BRISTOL-MYERS SQUIBB COMPANY

              
	 	 	  
	 	
                By:

              	  
	 	 	
                Name: Jeffrey Galik

              
	 	 	
                Title: Treasurer

              


        

        

        	
                Attest

              
	  
	
                By:

              	
                

                

              	 
	 	
                Name: Katherine R. Kelly

              
	 	
                Title: Vice President and Corporate Secretary

              


         

        TRUSTEE’S CERTIFICATE OF AUTHENTICATION

         

        This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

         

        	 	
                THE BANK OF NEW YORK MELLON,

              
	 	
                as Trustee

              
	 	 
	 	
                By:

              	 
	 	 	
                Authorized Signatory

              


         

        
          T-5

          
            


        

        REVERSE OF NOTE

         

        This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under
          and pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities
          thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

         

        The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to
          or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a
          majority in principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of
          the Securities at the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with
          respect to such series under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
          hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

         

        Registrar and Paying Agent

         

        The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency
          where Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate
          the appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

         

        Optional Redemption of the Notes

         

        At any time prior to August 20, 2047 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed
          notice to the registered address of the Holder at least 15 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

         

        
          T-6

          
            


        

        (a) 100% of the principal amount of the Notes being redeemed, or

         

        (b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
          months), at a rate equal to the sum of the applicable Treasury Rate plus 25 basis points;

         

        plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

         

        In addition, at any time on or after the Par Call Date, the Notes may be redeemed at the Company’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof,
          plus accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable date of redemption.

         

        Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that
          any such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption
          of any Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified
          in such notice.

         

        “Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as
            having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
            securities of a comparable maturity to the remaining term of such Notes.

         

        “Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after
            excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

         

        “Reference Dealer” means each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, or their
          respective affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company;
          provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury
          Dealer.

         

        
          T-7

          
            


        

        “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the
          applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

         

        “Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that
          redemption date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

         

        “Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count
          basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for
          the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

         

        At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the
          calculation of the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated
          and set forth in such Officers’ Certificate.

         

        Additional Issues

         

        The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with
          the Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first
          payment of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights
          Agreement, will constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution
          or a supplement to the Indenture.

         

        Notes in Definitive Form

         

        If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of
          Default has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive
          form in exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in
          principal amount to such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

         

        
          T-8

          
            


        

        Sinking Fund

         

        The Notes will not be subject to any sinking fund.

         

        Default

         

        If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the
          conditions provided in the Indenture.

         

        Miscellaneous

         

        Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which
          the principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by
          mandatory provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

         

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
          principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

         

        As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the
          Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the
          Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

         

        The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated
          Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240
          Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

         

        
          T-9

          
            


        

        Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
          as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

         

        This Note shall be construed in accordance with and governed by the laws of the State of New York.

         

        
          T-10

          
            


        

        ASSIGNMENT FORM

         

        	
                I or we assign and transfer this Security to:

              	 
	 	 
	
                

                

              	 
	 	 
	
                Insert social security or other identifying number of assignee

              	 
	 	 
	
                

                

              	 
	 	 
	
                Print or type name, address and zip code of assignee

              	 
	 	 
	
                

                

              	 
	
                

                

              	 


        

        

        	
                and irrevocably appoint 

                

              	 	,

              


        	
                as agent, to transfer this Security on the books of the Company.

              	 


        
           

          

          The agent may substitute another to act for him.

           

          

        

        	
                Date:

              	 	 


        

        

        	 	
                Signed

              	 
	 	
                (Sign exactly as name appears on the

              
	 	
                other side of this Security)

              


         

        

        Signature Guarantee*:

        
          
            	*	
                    Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or
                      such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

                  


             

            

          

        

        
          T-11

          
            


        

        FORM OF TRANSFER CERTIFICATE

         

        In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule
          144”) after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that
          such Securities are being transferred in accordance with its terms:

         

        CHECK ONE BOX BELOW

        

        
          
            
              	(1)          	☐ to the Company; or


            

          

           

          
            
              	(2)          	☐ pursuant to an effective registration statement under the Securities Act; or


            

          

           

          
            
              	(3)          	☐ inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for
                      its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities
                      Act; or


            

          

           

          
            
              	(4)          	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or


            

          

           

          
            
              	(5)          	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the
                      Securities Act.


            

          

          
             

            Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided,
              however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to
              confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

          

        

         

         

        

        
          	
                   

                	
                   

                
	
                   

                	
                  Signature

                


          

        

        
          T-12

          
            


        

        TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

         

        The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
          “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the
          undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from
          registration provided by Rule 144A.

         

        	
                Dated:

              	 	 	
                Notice: To be executed by an executive officer

              


         

        

        
          T-13

          
            


        

        FORM OF EXCHANGE CERTIFICATE

         

        Bristol-Myers Squibb Company

        430 East 29th Street, 14th Floor

        New York, New York 10016

         

        The Bank of New York Mellon

        240 Greenwich Street, Floor 7 East

        New York, New York 10286

         

        Re: 4.550% Notes due 2048

         

        Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second
          Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008,
          the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February
          27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank
          of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

         

        ___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or
          interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal
          amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a
          transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

         

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

         

        

        

        
          
            T-14