Letter Agreement between Bristol-Myers Squibb Company and Dr. Thomas J. Lynch, Jr., dated as of June 4, 2019

June 4, 2019

Dr. Thomas Lynch

Re:    Letter Agreement

Dear Dr. Lynch:

This Letter Agreement (this “Agreement”) confirms our agreement regarding your continued employment and the separation of your service with Bristol Myers Squibb, Inc. (the “Company”).

1.Separation.

hundred percent (100%). The Pro Rata Bonus will be paid in unrestricted cash at the time bonuses are paid to other participants in the Company’s Bonus Plan in all cases not later than March 15, 2020. The obligation of the Company to pay severance and provide you benefits under the Severance Plan shall be and is expressly conditioned upon you complying with all obligations of the Severance Plan, including executing and not revoking the release customarily used under the Severance Plan.

2.    Consulting Services. For a one-year period following the Separation Date (the “Consulting Period”), you agree to make yourself reasonably available to provide transition services reasonably requested by the Company (the “Consulting Services”). If requested by the Company, you agree to provide the Consulting Services through a limited liability company (or other similar entity) that you form and maintain at your own cost. The parties agree that the Consulting Services shall not restrict you from providing services to other entities or individuals, subject in all instances to your obligations under the Restrictive Covenants. The parties expect that any such services can be performed at the location of your choosing, but you agree to perform such services at Company locations if reasonably requested by the Company and to the extent reasonably determined necessary for business needs. In connection with any such Consulting Services you will be promptly reimbursed for any expenses reasonably incurred in connection therewith, consistent with past practice and Company expense substantiation policies; provided you will be required to obtain pre-approval of any expense over $250. The parties will cooperate in good faith to schedule any such services taking into account your personal and professional schedule. As of the end of each calendar month during the Consulting Term, the Company will pay you a monthly fee of $83,333 (pro rated for partial months), with a final true-up payment to be made promptly after the end of the Consulting Period. To the extent permitted by law, the consulting fee will not be subject to withholding. The Company may terminate the Consulting Period only if (i) you continue to not substantially perform the Consulting Services after written notice from the Company requesting such performance or (ii) upon your material breach of any Restrictive Covenants (as defined below) which has not been cured (to the extent reasonably curable) within ten (10) days following written notice of such material breach which describes in reasonable detail such purported material breach. The parties intend for the cessation of service on the Separation Date to be a “separation from service” for Section 409A purposes, and the Consulting Services shall not exceed 20 hours per month.

3.    Mutual Release. In exchange for the mutual promises set forth in this Agreement, (a) you, on behalf of yourself and your affiliates, hereby irrevocably and unconditionally release and forever discharge the Company, together with its parents, subsidiaries, affiliates, partners, joint venturers, predecessor and successor corporations and business entities, past, present and future, directors, officers, employees, representatives, attorneys, assigns, employee benefit plans (and the trustees or other individuals affiliated with such plans) and other representatives, and anyone acting on their joint or several behalf, past, present, and future of and from any and all claims, complaints, demands, costs, expenses, grievances, obligations, liabilities, actions and causes of action of whatever kind and character in law or in equity (collectively, “Claims”), whether known or unknown, from the beginning of time through the date upon which the parties’ execute this Agreement, and whether such Claims are accrued or contingent and (b) the Company expressly waives and releases any and all claims against you that may be waived and released by law with the exception of claims arising out of or attributable to (i) events, acts, or omissions taking place after the parties’ execute this Agreement, (ii) your commission of fraud; or (iii) your criminal activities or misconduct related to and during your employment with the Company that are not known to the Company’s Chief Executive Officer at the time the parties’ execute this Agreement; provided that, for the avoidance of doubt, (A) poor performance of your duties or responsibilities shall not, by itself, be considered to be “misconduct” for the purposes of this provision and (B) the Chief Executive Officer is not aware of any such fraud, activities or misconduct as of the date of execution of this Agreement by the Company. Nothing in this Agreement or the release under the Severance Plan will or does release claims for (1) accrued base salary or consulting fees, (2) accrued employee benefits, (3) claims for indemnity or D&O coverage or (4) rights to continue to hold vested equity securities of the Company.

4.    Nondisparagement. During the remainder of your service and thereafter, you agree not to make negative comments or otherwise disparage (whether orally or in writing) the Company or its directors, officers, board members, executives, agents, products or services. During the remainder of your service and thereafter, the Company

agrees that it will not make, and that it will direct its board members and named executive officers to refrain from making, negative comments about you or otherwise disparaging you (whether orally or in writing). The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), or statements made in performing duties or responsibilities for the Company or truthful statement made to rebut communications by the other party.

5.    Restrictive Covenants. You hereby (a) reaffirm the terms and your obligations under the Employee Confidential Information and Noncompetition Agreement and the Mutual Arbitration Agreement dated as of March 3, 2017 (the “Restrictive Covenants”), and (b) understand, acknowledge and agree that the Restrictive Covenants will survive the termination of your employment with the Company and remain in full force and effect in accordance with all of the terms and conditions thereof.

6.    At-will Employment. This Agreement is not an employment contract and nothing included in it is intended to offer or imply employment for a fixed period of time. Your employment with the Company is at-will. As a result, either party can terminate the employment relationship at any time, for any reason, or no reason, with or without notice. If the Company terminates you for “Cause” (as defined in the Severance Plan) before the Separation Date, you will not be eligible for the payments or benefits set forth in or described in this Agreement (other than accrued but unpaid base salary, accrued but unpaid expenses, and vested employee benefits through such termination), and this Agreement will be void ab initio.

7.    Governing Law; Jurisdiction. This Agreement shall be governed by, and construed under and in accordance with, the internal laws of the State of New Jersey, without regard to the choice of law rules thereof.

8.    Entire Agreement. This Agreement constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes any and all prior agreements or understandings between you and the Company with respect to the subject matter hereof, whether written or oral, including, without limitation, that certain offer letter, by and between you and the Company, dated as of March 3, 2017, except for the Restrictive Covenants, which shall continue in effect in accordance with their terms. The parties represent that, in executing this Agreement, neither party has relied upon any representation or statement made by the other party, other than those set forth in this Agreement, with regard to the subject matter, basis, or effect of this Agreement. This Agreement may be amended or modified only by a written instrument executed by you and an authorized representative of the Company. Notwithstanding anything herein to the contrary, nothing herein shall supersede your rights under the Severance Plan.

9.    Fees. The Company will pay Stroock & Stroock & Lavan LLP’s fees incurred in connection with the analysis and negotiation of this Agreement, within ten (10) days following receipt of an invoice for services, which fees will not exceed $40,000.

10.    Mitigation; Offset. No amounts or benefits described herein are subject to mitigation, and none may be offset by the Company.

11.    Code Section 409A. The parties acknowledge and agree that, prior to the date of this Agreement, you had no legally binding right to payment in respect of the Consulting Services, and that each such payment is a separate and distinct payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, including, without limitation, from those under the Severance Plan.

12.    Prevailing Party; Damages. Notwithstanding any agreement to the contrary, the parties agree that (i) in the event either party breaches this Agreement, the arbiter of any claims or dispute may award the prevailing party (as it reasonably determines in good faith) payment by the non-prevailing party of the attorneys’ fees and costs reasonably

incurred by such prevailing party, and (ii) the arbiter shall not assess consequential, special, punitive, incidental, indirect or like damages for any breach of this Agreement.

13.    Miscellaneous. This Agreement may be executed in identical counterparts, which together shall constitute a single agreement. Facsimile, .pdf and other true and correct photostatic copies of this Agreement shall have the same force and effect as originals thereof. Headings are used solely for convenience. This Agreement shall be binding on and inure to the benefit of your and the Company’s successors, executors, heirs, and administrators. This Agreement shall not be assignable other than to a purchaser of all or substantially all of the Company’s assets. No waiver by either party hereto of any breach shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either party in exercising their rights and privileges hereunder operate as a waiver to preclude any other or future exercise thereof.

The below reflects our agreement as to the terms and conditions of your continued service and the termination of your engagement with the Company.

The above terms and conditions accurately reflect our agreement regarding the terms and conditions of the termination of my engagement with the Company, and I hereby confirm my agreement to the same.