Bristol-Myers Squibb Company

To:
Bristol-Myers Squibb Company
c/o Global Bondholder Services Corporation
65 Broadway, Suite 404
New York, New York 10006
Facsimile: (212) 624-0294
Email: info@gbsc-usa.com
To Confirm: (866) 470-3900 (Toll-Free)
or (212) 925-1630 (Collect)
Attention: Corporation Actions

Ladies and Gentlemen:

           The undersigned acknowledges receipt of your letter dated April 17, 2019 (the “Letter”). Capitalized terms used and not defined in this letter shall have the meanings set forth in the Letter.

           The undersigned hereby represents and warrants to Bristol-Myers Squibb Company (“Bristol-Myers Squibb”), as follows:

           (1)       it is the beneficial owner, or is acting on behalf of a beneficial owner, of the 2.875% Senior Notes due August 15, 2020 (CUSIP No. 151020AQ7), the 3.950% Senior Notes due October 15, 2020 (CUSIP No. 151020AE4), the 2.875% Senior Notes due February 19, 2021 (CUSIP No. 151020BC7), the 2.250% Senior Notes due August 15, 2021 (CUSIP No. 151020AV6), the 3.250% Senior Notes due August 15, 2022 (CUSIP No. 151020AH7), the 3.550% Senior Notes due August 15, 2022 (CUSIP No. 151020AR5), the 2.750% Senior Notes due February 15, 2023 (CUSIP No. 151020AX2), the 3.250% Senior Notes due February 20, 2023 (CUSIP No. 151020BA1), the 4.000% Senior Notes due August 15, 2023 (CUSIP No. 151020AJ3), the 3.625% Senior Notes due May 15, 2024 (CUSIP No. 151020AP9), the 3.875% Senior Notes due August 15, 2025 (CUSIP No. 151020AS3), the 3.450% Senior Notes due November 15, 2027 (CUSIP No. 151020AY0), the 3.900% Senior Notes due February 20, 2028 (CUSIP No. 151020BB9), the 5.700% Senior Notes due October 15, 2040 (CUSIP No. 151020AF1), the 5.250% Senior Notes due August 15, 2043 (CUSIP No. 151020AL8), the 4.625% Senior Notes due May 15, 2044 (CUSIP No. 151020AM6), the 5.000% Senior Notes due August 15, 2045 (CUSIP No. 151020AU8), the 4.350% Senior Notes due November 15, 2047 (CUSIP No. 151020AW4) and the 4.550% Senior Notes due February 20, 2048 (CUSIP No. 151020AZ7), each issued by Celgene Corporation (collectively, the “Notes”), in the amount(s) set forth below; and

           (2)       it is, or in the event that the undersigned is acting on behalf of a beneficial owner of Notes, the undersigned has received a written certification from such beneficial owner (dated as of a specific date on or since the close of such beneficial owner’s most recent fiscal year) to the effect that such beneficial owner is (please indicate below):

a “Qualified Institutional Buyer,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), who is not located in Canada; or

a person that is outside of the “United States” and is (i) not a “U.S. Person,” as those terms are defined in Rule 902 under the Securities Act and (ii) a “non-U.S. qualified offeree” (as defined in the Letter), who is not located in Canada; or

a “Qualified Institutional Buyer,” as that term is defined in Rule 144A under the Securities Act, who is located in Canada and 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; or

a person that is outside of the “United States” and is (i) not a “U.S. Person,” as those terms are defined in Rule 902 under the Securities Act, and (ii) a “non-U.S. qualified offeree” (as defined in the Letter), who is located in Canada and who 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.

           The undersigned understands that it is providing the information contained herein to Bristol-Myers Squibb solely for purposes of Bristol-Myers Squibb’s consideration of certain transactions with respect to the Notes. This letter is neither an offer nor a solicitation of an offer with respect to the Notes. It does not create any obligations whatsoever on the part of Bristol-Myers Squibb to make any offer or on the part of the undersigned to participate if an offer is made.

           The undersigned agrees (1) not to copy or reproduce any part of any materials (except as permitted therein) received in connection with the Exchange Offers and Consent Solicitations (as defined in the Letter), (2) not to distribute or disclose any part of such materials or any of their contents (except as permitted therein) to anyone other than, if applicable, the aforementioned beneficial owners on whose behalf the undersigned is acting and (3) to notify Bristol-Myers Squibb if any of the representations the undersigned makes in this letter cease to be correct.

                                                                                  Very truly yours,

Existing Notes CUSIP Insert Principal Amount of Existing Notes Owned
2.875% Senior Notes due August 15, 2020 151020AQ7
3.950% Senior Notes due October 15, 2020 151020AE4
2.875% Senior Notes due February 19, 2021 151020BC7
2.250% Senior Notes due August 15, 2021 151020AV6
3.250% Senior Notes due August 15, 2022 151020AH7
3.550% Senior Notes due August 15, 2022 151020AR5
2.750% Senior Notes due February 15, 2023 151020AX2
3.250% Senior Notes due February 20, 2023 151020BA1
4.000% Senior Notes due August 15, 2023 151020AJ3
3.625% Senior Notes due May 15, 2024 151020AP9
3.875% Senior Notes due August 15, 2025 151020AS3
3.450% Senior Notes due November 15, 2027 151020AY0
3.900% Senior Notes due February 20, 2028 151020BB9
5.700% Senior Notes due October 15, 2040 151020AF1
5.250% Senior Notes due August 15, 2043 151020AL8
4.625% Senior Notes due May 15, 2044 151020AM6
5.000% Senior Notes due August 15, 2045 151020AU8
4.350% Senior Notes due November 15, 2047 151020AW4
4.550% Senior Notes due February 20, 2048 151020AZ7
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