Bristol-Myers Squibb

Illegal Drug Marketing and Pricing

In September 2007 the United States Department of Justice announced that Bristol-Myers Squibb Company (BMS) and its wholly owned subsidiary, Apothecon, Inc., have agreed to pay over $515 million to resolve a broad array of civil allegations involving their drug marketing and pricing practices

BMS is accused of fraudulently inflating the cost of their drugs, illegally providing renumeration to physicians and other health care providers to induce them to purchase BMS drugs, and pushing for the use of their drugs for 'off label' purposes. As part of the settlement, Bristol-Myers Squibb entered into a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.

The Department of Justice reports how BMS stands accused of a wide assortment of illegal marketing and pricing practices under the False Claims Act (see Bristol-Myers Squibb Illegal Activities)

The investigation was conducted by a variety of agencies including the Federal Bureau of Investigation (FBI) who’s former Director (Louis J Freeh ) now sits on the Board of Directors for BMS.

Management

Management Council

• James M Cornelius has been a member of the Bristol-Myers Board since January 2005. In April 2007 he was elected chief executive officer for the company’s Board of Directors. His biography reports that 'Cornelius was a member of the Board of Directors of Lilly (Eli Lilly), a member of its Executive Committee and chief financial officer from 1983 to 1995. From 1980-1982, he served as president and CEO of IVAC Corporation, previously a Lilly subsidiary. Cornelius continues to serve on the Boards of Given Imaging Ltd and the DIRECTV Group'.

• Lamberto Andreotti - Andreotti biography states that he is...

'responsible for all of Bristol-Myers Squibb’s pharmaceutical operations worldwide, as well as Technical Operations and Global Marketing. Andreotti joined Bristol-Myers Squibb in 1998 as vice president and general manager, Italy and European Oncology. In 2000, he was named president, Europe. In November 2002, Andreotti became senior vice president and president, International. He was appointed to his current position in September 2005. Prior to joining Bristol-Myers Squibb, Andreotti held various senior roles at KABI Pharmacia and then at Pharmacia and Upjohn'.

• Stephen E Bear - Senior Vice President, Human Resources. Bear's biography for BMS describes how...

'Bear worked for the company from 1985 through May 1999 and held a variety of senior leadership positions in marketing strategy and general management. Notably Bear served as president, Worldwide Consumer Medicines, and executive vice president of Strategy for the Consumer Group. His prior assignments included roles based both in the U.S. and internationally'.

• Andrew R J Bonfield - Executive Vice President and Chief Financial Officer. Bonfield joined Bristol-Myers Squibb in September 2002. He previously served as director of Finance at the BG Group PLC, an international energy company. Prior to that, he was chief financial officer at SmithKline Beecham (now GlaxoSmithKline) with responsiblity for all aspects of the company’s finances.

• John E Celentano - President, Health Care Group. Celentano was appointed as president in December 2005. He has responsibility for all of the company’s non- pharmaceutical businesses, including Mead Johnson Nutritionals, ConvaTec and Bristol-Myers Squibb Medical Imaging. Celentano joined the company in 1982 as a sales representative. His biography reports how

'he has risen rapidly through the ranks in sales, market research, product management and general management. In 1994, as a result of the divestiture of Squibb Diagnostics, Celentano left Bristol-Myers Squibb for two years. He rejoined the company as senior director, Anti-Infectives. He was subsequently promoted to general manager, Puerto Rico and the Caribbean. In 1999, Celentano was appointed vice president and general manager, Northern Europe, and in 2002 he was promoted to president, Canada, Mexico and the Caribbean. Celentano’s most recent position was president, Canada and Latin America'.

• Anthony C Hooper - President, U.S. Pharmaceuticals since January 2004. Hooper's biography states that

'Hooper joined Bristol-Myers Squibb in 1996 as general manager, Bristol-Myers Squibb Australia/New Zealand. He was then promoted to managing director, United Kingdom and Ireland, followed by his role of vice president and general manager for Northern Europe. In 2000 Hooper became President, Asia-Pacific, Middle East and Southern Africa, International Medicines. From 2001 to 2002, he was President, Intercontinental, International Medicines. In 2002 to 2004, Hooper was President, Europe, Middle East and Africa, Worldwide Medicines Group. Prior to joining Bristol-Myers Squibb, Hooper was assistant vice president of Marketing for Wyeth Laboratories International. He also worked for Lederle International in New Jersey, Lederle Laboratories in South Africa and South African' Cyanamid Pty. Ltd.

• Sandra Leung - Senior Vice President and General Counsel

• Elliott Sigal - Executive Vice President, Chief Scientific Officer and President (Research and Development)

Sigal joined Bristol-Myers Squibb in November 1997 and been a member of the company's Executive Committee since 2001. Prior to this he worked with pharmaceutical company Syntex and the genomics firm Mercator Genetics

• Robert T Zito - Senior Vice President, Corporate and Business Communications and Chief Communications Officer.

Zito joined Bristol-Myers Squibb in June 2004. His role at BMS includes corporate brand management, advertising, media relations, employee communications, policy communications, executive communications, creative services and community affairs. He previously worked for the New York Stock Exchange and prior to this he was vice president of Corporate Communications for SONY Corporation of America. Other previous affiliations include CN Communications (as vice president) and Hill and Knowlton (as account executive). In October 2007, his BMS biography reports that he serves on the boards of the Bristol-Myers Squibb Foundation, St. Peter’s Prep, FDNY Foundation and Cento Amici.

Board of Directors

In 2007, the Board of Directors for BMS is comprised of ...

• James D Robinson III - Chairman of Bristol-Myers Squibb, and Cofounder and General Partner of private equity firm RRE Ventures
• Lewis B Campbell - Audit Committee, Committee on Directors and Corporate Governance & Compensation and Management Development Committee. Campbell is also Chairman, President and Chief Executive Officer of Textron Inc.. His biography for Textron Inc. adds that prior to joining Textron in 1992, Campbell spent 24 years with General Motors. Campbell is also a director for the Dow Jones and Company, a member of the Business Roundtable's Security Task Force, the International Trade and Investment Task Force and the Business Council.
• James M. Cornelius - Chief Executive Officer & member of Science and Technology Committee
• Louis J Freeh - Audit Committee & Committee on Directors and Corporate Governance. Freeh was also the former Vice Chairman of MBNA America Bank. Prior to joining MBMA, Freeh was a Special Agent (and went on to become Director) of the Federal Bureau of Investigation (FBI). He was also previously a United States District Judge for the Southern District of New York.
• Laurie H Glimcher - Audit Committee, Committee on Directors and Corporate Governance & Science and Technology Committee. Glimcher is also Irene Heinz Given Professor of Immunology at Harvard School of Public Health and Professor of Medicine at Harvard Medical School.
• Michael Grobstein - Audit Committee & Compensation and Management Development Committee. Grobstein was also formerly Vice Chairman for Ernst and Young
• Leif Johansson - Audit Committee & Compensation and Management Development Committee. Johansson is also President of AB Volvo and Chief Executive Officer of The Volvo Group
• Vicki L Sato - Compensation and Management Development Committee & Science and Technology Committee. Sato is also Professor of Management Practice at the Harvard Business School, and Professor of Molecular and Cell Biology at Harvard University
• R. Sanders Williams - Committee on Directors and Corporate Governance & Science and Technology Committee. Sanders Williams is also Dean of Duke University School of Medicine and the Vice Chancellor for Academic Affairs at Duke University Medical Center
• Alan J. Lacy (effective January 2, 2008) - Audit Committee. Lacy is also currently a senior advisor to Oak Hill Capital Partners (a private equity investment firm). He was also previously employed by Sears Holdings Corporation(previously known as Sears, Roebuck and Co.) between 1994 to 2006 holding a variety of executive roles including chief executive officer and vice chairman.

Affiliations

In 2007 Bristol-Myers Squibb (BMS) announced collaboration with Isis Pharmaceuticals Inc. in the development of cardiovascular disease treatment.

2007 also saw BMS enter in partnership with Pfizer for a worldwide collaboration to develop and commercialize apixaban (an anticoagulant for the prevention and treatment of a broad range of venous and arterial thrombotic conditions). BMS also reports that 'in a separate agreement, the companies will also collaborate on the research, development and commercialization of a Pfizer discovery program which includes advanced pre-clinical compounds with potential applications for the treatment of metabolic disorders, including obesity and diabetes'.

In February 2007, Bristol-Myers Squibb Company (NYSE: BMY) and Adnexus Therapeutics announced a worldwide strategic alliance to discover, develop and commercialize Adnectin-based therapeutics for oncology-related targets.

'Under the terms of the agreement, Bristol-Myers Squibb will provide committed funds of approximately $30 million over the next three years to Adnexus... Adnexus also is eligible to receive regulatory milestone payments of up to $210 million per product, as well as royalties on product sales and sales-based milestone payments'.

BMS also entered into partnership with AstraZeneca in 2007 to 'develop and commercialize' compounds for the treatment of type 2 diabetes.

In 2007, Bristol-Myers Squibb also announced an alliance with Gilead Sciences, Inc to commercialize ATRIPLA(R) (for the treatment of HIV-1). BMS report that, if approved, 'ATRIPLA would represent the first and only once-daily single tablet regimen for HIV-1 infection in the European Union'. In order to commercialize ATRIPLA, Bristol-Myers Squibb reached an agreement with Merck and Co. Inc. who previously had the exclusive right to market any product containing efavirenz (a component of ATRIPLA) in all European countries other than the United Kingdom, Germany, France, Italy, Spain and the Republic of Ireland.

In 2006, Bristol-Myers Squibb Company announced that Otsuka Pharmaceutical Co., Ltd. had been granted exclusive rights in Japan to develop and commercialize the investigational compound saxagliptin (a treatment discovered by BMS for the treatment of Type 2 diabetes).

In 1999, BMS entered into a 5 year partnership agreement with Millennium Predictive Medicine, Inc. (MPMx) (a majority-owned subsidiary of Millennium Pharmaceuticals, Inc.) in the field of cancer pharmacogenomics.

Subsidiaries

• Apothecon Inc.