Principles of Integrity

The Bristol Myers Squibb Standards of Business Conduct and Ethics

These Principles embody our high standards of ethical behavior and form the basis for our interactions with our employees, patients, customers, shareholders and the global community. Principles of Integrity | Bristol Myers Squibb

Our Mission Our Commitment To discover, develop and deliver innovative To our patients and customers medicines that help patients prevail over serious diseases We commit to scientific excellence and investment in biopharmaceutical research and development to provide innovative, high-quality medicines that address the unmet medical needs of patients Our Vision with serious diseases. We apply scientific rigor to To be the world’s leading biopharma company produce clinical and economic benefit through that transforms patients’ lives through science medicines that improve patients’ lives. We strive to make information about our commercialized medicines widely and readily available. Our Values To our employees INTEGRITY We embrace a diverse workforce and inclusive We demonstrate ethics, integrity and quality culture. The health, safety, professional in everything we do for patients, customers development, work-life balance and equitable, and colleagues respectful treatment of our employees are INNOVATION among our highest priorities. We pursue disruptive and bold solutions for patients To our global communities We promote conscientious citizenship that URGENCY improves health and promotes sustainability We move together with speed and quality in our communities. because patients are waiting

PASSION To our shareholders Our dedication to learning and excellence We strive to produce sustained strong performance helps us to deliver exceptional results and shareholder value. ACCOUNTABILITY We all own Bristol Myers Squibb’s success To our environment and strive to be transparent and deliver We encourage the preservation of natural resources on our commitments and strive to minimize the environmental impact of our operations and products. INCLUSION We embrace diversity and foster an environment where we can all work together at our full potential

2 Principles of Integrity | Bristol Myers Squibb

Dear Colleagues, At Bristol Myers Squibb, we are firmly committed to uncompromising ethics, compliance and integrity. These values have been central to who we are, what we do, and how we do it since our Company was founded in 1858. The statement, “The Priceless Ingredient of Every Product is the Honor and Integrity of its Maker” is as relevant today as it was in 1921 when the statement first appeared in our print ad.

We are therefore proud to present our 2020 Principles of Integrity: The Bristol Myers Squibb Standards of Business Conduct and Ethics. In it, you will find an important overview of the ways in which we bring these Principles to life in everything we do, in every part of our Company. These Principles are the building blocks for our Company policies, and they provide a common framework for how we interact with our colleagues, conduct business with our partners and suppliers, and serve our patients and the many communities in which we operate around the world.

Clearly, this is an important document that serves as a useful resource for you and your work. Please read it and refer to it as needed.

If you have any questions or concerns, you can always speak with your supervisor or manager. Additionally, if you would prefer, you could utilize the BMS Integrity Line – our 24-hour telephone- and web-based confidential reporting system, which is available in your local language. It is important to remember that we will not tolerate retaliation against anyone for raising questions or concerns or making a good-faith report of possible improper behavior.

Thank you for your commitment to our Principles and to our continued success.

Giovanni Caforio Robert Bertolini Chairman of the Board Chairman of the Audit Committee, Chief Executive Officer Bristol Myers Squibb Board of Directors

3 Principles of Integrity | Bristol Myers Squibb

Introduction to the Principles of Integrity

Our 2020 Principles of Integrity: the BMS Standards You are responsible for understanding and of Business Conduct and Ethics (Principles) provide following the Principles as well as all BMS general guidance on conducting business in a procedural documents that apply to your compliant and ethical manner. These Principles work. If you have any questions about the embody our high standards of ethical behavior Principles or any procedural documents, and form the basis for our interactions with our please contact Compliance & Ethics. employees, patients, customers, shareholders and Managers of people at BMS have additional the global community. responsibilities when it comes to these These Principles do not provide a complete Principles and our procedural documents. explanation of all the laws, regulations, policies Managers are expected to foster a culture and procedures that Bristol Myers Squibb of compliance and lead by example, employees must follow. We face many complex demonstrating a commitment to our situations every day making it difficult to create Principles and acting with the highest a set of rules that are comprehensive enough to standards of integrity. Managers also need cover every situation. Our Principles help us decide to be clear about the policies and other how to act when no specific rule or guidance is procedural documents that specifically affect available. When making a decision, it is always a the activities they manage and ensure that good idea to ask yourself, “What is the right thing the employees who report to them receive the to do?” “Does it comply with Company policies training they need to do their jobs effectively and relevant laws?” and “How would it be viewed and appropriately. Managers should make by the public, the media and the government?” themselves available to respond to questions Decisions that are grounded in the Principles and and to receive reports of potential violations. that reflect these additional considerations are When managers receive reports of potential more likely to be the right ones. violations of law, policy or procedure, they must further report these concerns to The Principles apply to all BMS employees, as Compliance & Ethics. Every BMS leader well as contractors working on behalf of BMS. and manager should encourage regular The Principles are the foundation on which our discussion of these Principles and promote Policies and other BMS procedural documents a work environment where consideration are built. Together, they form a significant of these Principles is a regular part of element of our Compliance Program. business decisions. Adherence to our Compliance Program is critically important to help ensure that our Company and its employees can operate appropriately and effectively within a complex, competitive and highly-regulated industry.

4 Principles of Integrity | Bristol Myers Squibb

CONTENTS

Protecting Our Patients 6

Protecting Our Employees 8

Conducting Our Business 10

Governing Our Organization 14

Applying Internal Controls 16

Managing Travel, Meetings and Expenses 20

Important Contact Information 19

Company Policy Index 22

The I in Integrity I am Giovanni and to me, Integrity is our commitment to patients to always do what is right for them. Giovanni Caforio Chairman of the Board, Chief Executive Officer

5 Protecting Our Patients We work together cooperatively with a unifying objective to keep patients at the center of everything we do. This mindset results in a standard approach to the way we develop, promote, and manufacture our products.

Scientific and Research Disclosure of Data Quality Integrity BMS holds publication of scientific We are committed to providing We are committed to scientific information in the highest regard products and services that meet or excellence in biopharmaceutical and supports authors who take exceed customer expectations and research and development to advance responsibility and accountability for regulatory requirements, and that innovative, high-quality medicines their published work. In the true spirit are perceived by our customers to be that address the unmet medical needs of science, we are dedicated to sharing of superior value. We are committed of patients with serious diseases. We our clinical trials information and to compliance with global health conduct research and development data with patients, medical/research authorities’ regulations. We fulfill with uncompromised ethical integrity communities, the media, policymakers these commitments by: and consistent with applicable laws, and the general public. We do this • providing the highest quality regulations and practice guidelines, in a manner that safeguards patient products and services, and including Good Laboratory Practices, privacy and informed consent, respects fostering excellence in science Good Clinical Practices and Good the integrity of national regulatory and innovation Animal Welfare Practices. systems and maintains incentives for • ensuring superior design and the investment in biomedical research. continuous, proactive improvement In addition, Bristol Myers Squibb of products and processes clinical trial results are available on the National Institutes of Health website • integrating and aligning quality into strategic business plans at ClinicalTrials.gov. • ensuring appropriate regulatory and technical training that fosters a quality and compliant culture

6 Protecting Our Patients Principles of Integrity | Bristol Myers Squibb

• striving to use the best available Product Surety HCP or HCO, or be linked to any volume of quality tools Our Company is committed to protecting referrals or business generated, including • recognizing that we must excel at the integrity of our products and brands as a potential inducement or reward for meeting the needs of our customers from counterfeiting, tampering, theft, prescribing BMS products. BMS prohibits any activities that may inappropriately • taking personal responsibility for or diversion. Employees must promptly influence (or appear to inappropriately upholding the highest standards report possible instances by notifying influence) HCP/HCO decision-making. of quality, along with legal and Corporate Security and Quality & regulatory compliance Compliance representatives, and business unit senior management within 24 hours. • providing leadership that advocates, BMS Company Policy recognizes and rewards excellence Data Privacy Supporting this Section: in quality. BMS-POL-1 Protecting Our Patients We respect and diligently focus on the https://purl.bms.com/prl/33825 We are committed to an effective integrity, privacy and appropriate use Quality System and to the governance of the data to which we have access, structure and resources required for upholding regulations and laws which its implementation and maintenance may vary by country. In the normal throughout the organization. course of business, our Company receives, The I in collects, maintains, and uses significant Safety Monitoring and Reporting amounts of personally identifiable data Integrity BMS monitors and evaluates safety data from individuals related to their financial, associated with our marketed medicines health and benefits information. Some and our investigational drugs in clinical of the data may include sensitive I am Samit, and to trials. To ensure we meet our worldwide information that may pertain to the me, Integrity is being safety reporting requirements, employees health of employees, customers, transparent and honest must promptly report any adverse consumers, research subjects, vendors with the patients and events, or other events associated with and competitors. We have a Chief Data community we work for any of our products, when they become Officer, a Global Privacy Office and every day. aware of them. Adverse or other events policies to ensure and support the Samit Hirawat, M.D. include any unfavorable and unintended Executive Vice President, Chief integrity, privacy, protection and Medical Officer, Global Drug sign (including an abnormal laboratory appropriate use of data. If you have Development finding, for example), symptom, or questions about data integrity and disease temporally associated with the privacy, please contact our use of a medicinal product, whether or Chief Data Officer at [email protected], not considered related to the medicinal Global Privacy Office at global.privacy@ product. Adverse events can be reported bms.com or +1 800 760 7731. by sending an e-mail or by calling the BMS Call Center. Contact details Patient Support Programs and the definition of Adverse Events BMS cares about its patients and and Other Reportable Events can be is committed to providing certain obtained by accessing the following link: limited services to patients, Healthcare globalbmsmedinfo.com. professionals (HCPs) and/or healthcare organizations (HCOs) to support patients in obtaining access to, adhering to, and/or administering medicines. These programs must be conducted with uncompromising integrity. These programs must not be used, offered, or communicated with the intent to gain access to or build relationships with an

7 Principles of Integrity | Bristol Myers Squibb Protecting Our Employees We value and respect one another and share in our Mission to discover, develop and deliver innovative medicines that help patients prevail over serious diseases.

Respect for One Another/ Employee Privacy Safe Working Environment Professional Conduct We respect and diligently protect We care for and protect the health, We will act in accordance with the the personal information of our safety and well-being of our fellow highest standards of professional employees to which we have access. employees, those who use our conduct and strive to treat everyone We only collect or use employee products, those who are on Company with whom we interact with respect personal information when we property or engage in business and dignity. Regardless of whether have a legitimate purpose for its activities and the public at large. we are interacting face-to-face or use related to administering and We are each responsible for communicating in writing or via managing employment. We have a maintaining a safe working electronic media, we will do so in Global Privacy Office and policies to environment, including timely a professional, respectful manner. support the protection of employee reporting of all workplace accidents, Specifically, the use of offensive personal information in our business injuries, disease, or conditions that language, intimidating or hostile operations. If you have questions may endanger others. We foster a words or actions, and similar about the laws concerning privacy, workplace that is free of illicit drugs unprofessional behavior are contrary please contact our Global Privacy and alcohol and are responsible to these Principles. We reinforce Office at [email protected] for avoiding excessive alcohol the importance of building strong or +1 800 760 7731. consumption, intoxication or any relationships, creating an inclusive related unprofessional conduct. culture and supporting team Additionally, threatening or violent members to meet shared goals. behavior is not permitted. These BMS leaders and managers have concepts apply in the workplace, a responsibility to foster a positive on Company property, and in any working environment that enables work-related setting outside the respect, honesty, integrity, safety workplace, such as during business and trust. trips, meetings and business-related social events.

8 Protecting Our Employees Principles of Integrity | Bristol Myers Squibb

Culture of Inclusion one is subjected to unwelcome conduct Our ability to create teams that including disturbing or offensive behavior bring together different geographic, and language or intimidating, hostile The I in ethnic, cultural, personal and or offensive words, images or actions. professional backgrounds gives BMS Such conduct is entirely unacceptable, Integrity a unique competitive advantage in inconsistent with these Principles and the marketplace. We take pride in may result in disciplinary action. the diversity of our global workforce I am Ann and to me, and will abide by laws that prohibit Human Rights Integrity is not something discrimination everywhere that we do BMS supports fully the principles that can be taught or given as a gift; it is that business. We enrich the work experience established under the United Nations internal moral compass of our employees by providing them with Universal Declaration of Human Rights that points you in the challenging and meaningful opportunities (UDHR) which addresses: equality of direction of honesty to develop their careers. all human beings; right to life, liberty and truthfulness. and security; personal freedom; and Ann Powell Equal Employment economic, social and cultural freedoms. Executive Vice President, Chief Human Resources Officer Opportunity: Non-Discrimina- We strive to support and respect tion/Anti-Harassment the protection of human rights and We ensure equal opportunity without to avoid complicity in human rights discrimination or harassment in the abuses; embrace a diverse and inclusive workplace on the basis of gender, race, workforce; and promote the health, safety color, religion, national origin, age, and equitable and respectful treatment physical or mental disability, pregnancy, of our employees, without discrimination citizenship, status as a protected veteran, or harassment. marital status, sexual orientation, gender identity and expression, genetic BMS Company Policy information, or any other characteristic Supporting this Section: protected by applicable laws. We strive BMS-POL-2 Protecting Our Employees to ensure a work environment where no https://purl.bms.com/prl/33911

Reality Check: Sexual Harassment is Unacceptable

The Situation The Outcome The Learnings A female sales representative who had An internal investigation concluded that Bristol Myers Squibb is committed to a been calling on a physician’s office for about the physician had behaved inappropriately work environment in which all individuals one year reported that the male physician toward the BMS sales representative. After are treated with respect and dignity, and had inappropriately touched her and tried the investigation was completed, a BMS does not tolerate sexual harassment. These to kiss her during a routine sales call. The manager met with the physician to discuss Principles apply to employees and other sales representative also reported that the his inappropriate behaviors. The Company individuals within the Company’s workplace, same physician had tried to kiss her after also decided not to have any of its sales and to others with whom our employees a business dinner several months earlier, representatives call on this physician again may interact in work-related settings. If but that she didn’t report it because she and informed the physician’s practice the sales representative had reported the thought it was an isolated incident. The manager of the incident. first instance of inappropriate conduct, the sales representative was instructed to stop situation could have been addressed earlier calling on the physician until the matter had before the physician repeated his actions. been investigated and resolved.

9 Principles of Integrity | Bristol Myers Squibb

Conducting Our Business We value Bristol Myers Squibb’s good reputation. We act with honesty and integrity in all of our business interactions, inside and outside of our workplace, knowing that these interactions are essential to maintaining our reputation.

Anti-Corruption Interactions with Healthcare consistent with our Policies and is BMS forbids bribery, kickbacks or Professionals conducive to educational, clinical improper payments anywhere in the We respect the practice of medicine or scientific discussions. We collect, world even if the refusal to make such and we support the integrity of report, and disclose payments and a payment may result in BMS losing a the physician-patient relationship. other transfers of value made to business opportunity. We do not offer We interact with healthcare healthcare professionals where any improper payments, benefits, professionals, patient advocacy required by law. or anything of value to influence groups, payers, and others in a decisions, obtain or retain business, way that does not have, or appear Conflicts of Interest or otherwise secure any improper to have, an improper influence on We seek to avoid situations that advantage. BMS is committed to their decisions. In the event that present conflicts between our compliance with international anti- our research or business requires personal interests and those of corruption laws and standards such that we engage the services of a the Company. We understand that as the U.S. Foreign Corrupt Practices healthcare professional to serve even the appearance of a conflict of Act, the U.K. Bribery Act and similar as an investigator, consultant or interest can damage the Company’s laws in other countries. speaker, we do so in order to meet a reputation and our own. Our business legitimate and appropriate business decisions will be governed by good purpose and only when the terms judgment and objectivity not by of the engagement are consistent our personal interests. If you are with applicable legal and BMS unsure whether a potential conflict policy requirements. We adhere to of interest exists, seek guidance from applicable industry guidelines and management, the Law Department, other regulations, only offering meals or Compliance & Ethics. and hospitality in a manner that is

10 Conducting Our Business Principles of Integrity | Bristol Myers Squibb

Outside Employment and Other professionals and patients understand Outside Personal Activities the clinical profile of our products, The I in Outside employment is strongly including the benefits and the risks. discouraged because it can interfere with Our advertising and promotion will be Integrity our job responsibilities or conflict with accurate, truthful and consistent with BMS business interests. Additionally, you approved product labeling and applicable should not use BMS’s name, information, law. We use only approved promotional I am Adam and to me, work time, property, or other resources materials with healthcare professionals Integrity is doing what to perform a second job or to undertake or patients. is right regardless of the other outside personal activities. You circumstance or situation. should also consider potential conflicts Fair Competition Adam Dubow with BMS business interests before We support an open and competitive Senior Vice President, Chief Compliance & Ethics Officer agreeing to serve as a director, officer or marketplace and will compete only on the other responsible position for an outside strength and value of our products. We business; seeking a political or other respect and adhere to fair competition government position; or engaging in and trade practices laws. This means service with a charitable, civic, religious, that we will not discuss or make any educational, public, political or social improper agreement with our competitors organization. Where there is even a that affects prices, costs, or terms or potential appearance of conflict, seek conditions of sale; that allocates markets guidance and approval consistent with or customers; or that unfairly restricts BMS policy. trade or excludes competitors, suppliers or customers from the marketplace. Promotional Activities We will not disparage the products of We market our products on the basis our competitors and we expect our of quality, efficacy, safety and value. competitors to hold themselves to We seek to ensure that our promotional similarly high standards. materials help both healthcare

Reality Check: Conflict of Interest: Working Two Jobs

The Situation The Outcome The Learnings Employee Relations (ER) received a During the interview with ER, the employee It’s important that all employees concern from a manager alleging that was asked if she recalled signing the understand that outside employment is one of his employees was also working in Employee Confidential and Noncompetition strongly discouraged because it can interfere a full-time role at another pharmaceutical Agreement when she was hired. At first, with job responsibilities or conflict with BMS company. The manager became aware of she said that she was unable to recall if business interests. the potential issue through a colleague she had signed these documents. After she who worked at the other pharmaceutical was presented with copies of both and was company. In response to the allegation, further questioned, the employee confirmed an investigation was opened. that she had not resigned from her previous employer before starting her role at BMS. She indicated that she understood there was a significant confidentiality risk for both companies and that her dual employment was a conflict of interest. As a result of the investigation findings, she was separated from BMS. In addition, she was separated from the other pharmaceutical company.

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International Trade Activities Political Activity Corporate Giving All BMS businesses must comply with We are encouraged to participate in BMS is committed to good citizenship and economic sanctions and trade embargoes the political process as individuals gives both financial and in-kind support to imposed or approved by the U.S. and we may volunteer for political make a difference in the world we serve. Government. BMS will not engage in any purposes, or not, as we choose. We may BMS provides Corporate Giving to help dealing with a country subject to any U.S. not use Company time, property or patients, to build communities where we embargoes or trade sanctions without the facilities for personal political activity. live and work, and to advance scientific direct involvement of and prior written The Company also has a government understanding. approval from the Law Department. affairs organization that engages Other countries or regional organizations in political activity to advance the may also impose restrictions on exports objective of ensuring that patients have BMS Company Policy or dealings with certain countries, appropriate access to our medications Supporting this Section: entities, or individuals. We will not and that government policies support BMS-POL-3 engage the services of any healthcare biopharmaceutical research and Conducting Our Business professional who is on a relevant innovation. We may use Company time, https://purl.bms.com/prl/33902 governmental Restricted Parties or property and facilities to participate Persons list. We will follow all applicable in political activities sponsored by our laws, regulations, and restrictions government affairs department. These when importing or exporting goods, include educational events, Company The I in information, software or technology. grassroots initiatives, and activities We will also abide by applicable anti- sponsored by the BMS Employee Political Integrity boycott laws and will promptly report Advocacy Fund for Innovation (EPAF) to authorities any request for BMS to which is a U.S.-based, non-partisan, participate in a boycott. employee political action group that is organized under federal campaign Environment, Health and Safety finance laws. Employees may not We care about the communities where we request reimbursement for any operate and we conduct our business in political contribution. an environmentally sustainable manner. We integrate principles of resource Purchasing and Contracts conservation, pollution prevention and We purchase goods and services solely on environmental responsibility into our the basis of quality, safety, price and the business processes, facilities, operations value they provide. We expect the third and products. We will cooperate with parties with whom we work to share our government, industry, educational commitment to integrity and fair dealing. institutions and the public in support We seek to avoid conflicts of interest of regulations, research and programs in our purchasing decisions for the that address areas of environment, Company. We work collaboratively with health and safety concern. We consider Global Procurement, the Contracts Center environmental protection, as well of Excellence and the Law Department as personal and public health and to ensure that we have appropriate safety, essential parts of our everyday written agreements, such as contracts, responsibilities. statements of work or other documents. These documents protect the Company’s interests, follow applicable laws, and are consistent with the Company’s values, ethical standards and commitment to integrity.

12 Integrity line For Reporting of Ethical and Legal Concerns

http://bms.integrity.ethicspoint.com

You must report any compliance concerns where you believe violations of policies or standards may have occurred related to any topic in the Principles of Integrity to any of the following reporting channels:

• a supervisor • an Employee Relations Specialist or employees’ representative • an appropriate management representative • an attorney in the Law Department • Compliance & Ethics • The BMS Integrity Line (bms.integrity.ethicspoint.com)

Reporting directly to the BMS Integrity Line is the employee’s choice and the decision to use this channel will not be punished. Reporting concerns shall not lead to and is not intended to encourage false accusations. In situations where you prefer to anonymously ask a question or report an issue in confidence, you are encouraged to use the Integrity Line, hosted by NAVEX Global, a third-party hotline provider. The information you provide will be sent to BMS for assessment and resolution. BMS has a strict policy AGAINST retaliation. Reports can be made confidentially and anonymously, where local law permits, and without fear of reprisal. Your comments will be heard.

Data Privacy Restrictions may apply.

13 Principles of Integrity | Bristol Myers Squibb Governing Our Organization We cultivate an environment where our Principles of Integrity are embedded into what we do every day; where compliant and ethical behavior is recognized and valued.

Compliance with Laws Applying These Principles they manage and ensure that the and Regulations We are each responsible for employees who report to them We will follow all laws, regulations, incorporating these Principles into receive the training they need and Company policies that govern our work and our business decisions. to do their jobs effectively and our work. In many cases, our We are expected to understand appropriately. They should make Principles strive for a higher standard the procedural documents that themselves available to respond to than laws and regulations require. impact our own work and to ask our questions and to receive reports of Laws and regulations may vary managers or other responsible BMS potential violations. When managers depending on the country or state in employees when we have questions. receive reports of potential violations which we work or the BMS business Managers of people at BMS have of law, policy or procedure, they entity for which we work. We comply additional responsibilities when it must further report these concerns with the laws in the countries and comes to these Principles and our to Compliance & Ethics. Every states in which we work. In addition, procedural documents. Managers BMS leader and manager should because BMS is a public company are expected to foster a culture of encourage regular discussion of based in the U.S., some U.S. laws compliance and lead by example, these Principles and promote a work apply to BMS businesses outside of demonstrating a commitment to our environment where consideration of the U.S. We must understand which Principles and acting with the highest these Principles is a regular part of laws apply to our business activities standards of integrity. Managers also business decisions. and we will consult the BMS Law need to be clear about the policies Department when in doubt. and other procedural documents that specifically affect the activities

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Reporting Concerns false report, or refusing to cooperate with and Getting Help an investigation may also be grounds for If you have questions about these disciplinary action. Principles or any BMS Procedural Document you should communicate your Corporate Ombudsman questions to your manager or another The Company recognizes that there responsible BMS employee. If you have are times when workplace concerns are concerns about potential violations of best addressed through an alternate BMS Policies, or about illegal or unethical channel due to their nature or sensitivity. business conduct or questionable In these cases, employees may contact accounting, internal controls, or auditing the Corporate Ombudsman. The issues, you can choose any of the Corporate Ombudsman is a neutral following optional reporting channels: and impartial resource who seeks to • a supervisor ensure organizational justice and to The I in find fair and equitable solutions to • an Employee Relations Specialist or workplace concerns that cannot be Integrity employees’ representative resolved through established channels • an appropriate management represen- such as the employee’s supervisor, tative an Employee Relations specialist, I am Sandy and to me, • an attorney in the Law Department or employees’ representative. The Integrity is looking in the mirror and feeling proud of • Compliance & Ethics Corporate Ombudsman is responsible for the person staring back at independently reviewing and assisting • The BMS Integrity Line you everyday. in the resolution of these concerns, (bms.integrity.ethicspoint.com) Sandra Leung taking into consideration the rights and Reporting directly to the BMS Integrity Executive Vice President, obligations of all involved. General Counsel Line is the employee’s choice and the decision to use this channel will not be No Tolerance for Retaliation punished. Reporting concerns shall not Open communication is vital to the lead to and is not intended to encourage success of our Company. We are false accusations. committed to maintaining a work environment where people can ask What Happens When questions, voice concerns, and make Concerns are Raised? appropriate suggestions regarding Responsible BMS managers and business practices. We will not tolerate employees will respond to all requests retaliation against anyone for raising for advice and will thoughtfully consider questions or concerns or making all reports of improper behavior. a good-faith report of possible Investigations will be conducted as improper behavior. appropriate. Individuals are expected to cooperate with and to be truthful and Enterprise Risk Management forthcoming during the course of any BMS identifies, assesses and manages investigation. Any disciplinary measure enterprise risks to allow better decision- and corrective action will depend on the making concerning risk and supports specific facts and circumstances. Actions the achievement of business objectives contrary to law, our Principles or other through a holistic view of BMS operations. company policies may be grounds for disciplinary action, up to and including BMS Company Policy termination, subject to local law and Supporting this Section: the terms of any applicable collective BMS-POL-4 bargaining agreement. Failure to report Governing Our Organization improper behavior, knowingly making a https://purl.bms.com/prl/33909 15 Principles of Integrity | Bristol Myers Squibb

Applying Internal Controls We ensure accuracy, quality and appropriate handling and use of BMS information and other assets in everything we do. We act with integrity at all times.

Product Inventory Levels time records and other records made who does not have a legitimate We will maintain appropriate on behalf of the Company. We will business need to know it. In inventory levels with direct and handle confidential, sensitive and situations where it is appropriate indirect customers that are reflective proprietary records with care in to share such information, we will of their expected demand or accordance with Company policies obtain appropriate approvals and supported by special circumstances. and procedures. We will retain confidentiality agreements. If you We use reasonable best efforts documents, including electronic are unsure about the sensitive to implement product inventory records, in accordance with Company or proprietary nature of certain management policies and policies and any instructions from the information, you will seek advice and procedures that are consistent BMS Law Department. guidance from the Law Department. with this objective. Our obligation to protect confidential Protection of Confidential information continues during and Corporate Records Information after employment with BMS. Accurate information is required to During the course of our work, we make good business decisions. We may create or learn confidential Protection of Company will create and maintain accurate information about BMS or BMS Assets and complete business records and business partners, suppliers We respect and care for all BMS supporting detail. This includes or customers. To protect the assets and resources and commit financial and accounting records, Company’s interests, we do not to using those assets to further business travel and entertainment share this sensitive information with the Company’s Mission. We strive expense records, work activity and anyone inside or outside of BMS to protect BMS assets, including

16 Applying Internal Controls Principles of Integrity | Bristol Myers Squibb physical equipment, funds, property, respect the intellectual property rights of supplies or other items of value. We third parties. understand that the theft or destruction The I in of BMS assets is damaging to the Public Disclosure Integrity Company and prohibited. We will obtain BMS will provide accurate and timely permission before using BMS assets for information about financial, operational projects or purposes outside of their and other matters to investors, I am Paul and to me, normal business use. government agencies and the general Integrity is behaving in a public. All reports and documents way that is fully consistent Intellectual Property submitted to the U.S. Securities and with personal values. Business and product innovations are Exchange Commission (SEC) or other Paul von Autenried among BMS’s most valuable assets. government agencies, and all public Executive Vice President, Chief Information Officer Intellectual property – such as patents, communications, will include fair, trade secrets, copyrights, trademarks, accurate, timely, and understandable logos, business processes, research, and disclosures that are not misleading. To customer or supplier lists – provides ensure adherence to this Principle, only BMS with a competitive advantage. specific employees are authorized We share a passion to be innovative, to to make public disclosure of develop new ideas and new ways to do BMS information. things, and we must also share in the responsibility to protect BMS’s innovation Material Nonpublic Information and intellectual property assets. We will We may not disclose confidential or protect such intellectual property against material nonpublic information about loss, theft or other misuse. We also BMS or the companies with whom we

Reality Check: The Learnings Insider trading is against the law and Securities Trading: What is Insider Trading? absolutely against BMS policy. Anyone who misuses material, nonpublic information, regardless of his or her position in the The Situation The Outcome company or how the information was The Corporate Secretary’s Office has regular The investigation confirmed that the discovered, can be held liable for control checks in place to detect potential employee had traded 5,000 shares of insider trading. insider trading issues. One particular review BMS stock during a blackout period. The penalties for insider trading can revealed that an employee sold 5,000 When questioned by corporate security, be severe for both the individual(s) and shares of BMS stock during a “blackout the employee was surprised to learn that company involved. In addition to receiving period.” Per BMS-SOP-5k, Securities Trading, they had sold shares during a blackout internal discipline, an individual can also be “BMS may restrict individuals or groups of period and stated that they had not done subject to criminal charges. individuals from trading in BMS securities so deliberately. The investigation further during certain periods, known as ‘blackout revealed that there was no evidence to If you have any questions or need help periods,’ based on material, nonpublic support that the employee made the trade determining whether a transaction information.” BMS employees subject to a based on material, nonpublic information or activity is or is not consistent with blackout period are informed about their about the Company. As a result of the Company policy, please contact BMS Law trading restriction via an email notice from investigation findings, the employee Department counsel assigned to your the Corporate Secretary’s office. The audit was disciplined. organization. You can also always report findings were reported to the Integrity concerns through the Integrity Line. Please Line and as a result, an investigation note that BMS policy prohibits threats or was opened. acts of retaliation against people who, in good faith, provide information regarding potential misconduct.

17 Applying Internal Controls Principles of Integrity | Bristol Myers Squibb

do business to anyone inside or outside • initiation or termination of significant BMS Company Policy the Company who is not authorized litigation or a government investigation Supporting this Section: to receive it. Material nonpublic • any other significant development that BMS-POL-5 information is a type of confidential could impact the stock price Applying Internal Controls information (information that has not Information is considered public only if https://purl.bms.com/prl/33910 been made public) that a reasonable it has been made generally available to investor is likely to consider important investors by BMS and if investors have in determining whether to buy or sell a been allowed a reasonable period to corporation’s stock. The way in which we react to the information. This can include handle material nonpublic information information in BMS’s SEC filings, in a press The I in is controlled by law and by BMS policy. release, posted on bms.com or otherwise These rules govern when and how certain widely reported in media and confirmed Integrity information must be disclosed. by BMS. Employees will also not engage in any transaction that may profit from Securities Trading short-term speculative swings in the I am Chris and to me, We will not use material nonpublic value of BMS securities including “short Integrity is the foundation information about BMS or other sales,” “put” and “call” options, and other of trust – it is an companies for personal benefit. We hedging transactions. We will contact the uncompromising commitment to doing the right thing. will not trade securities based on such Law Department if we have questions information and we will not provide before buying or selling BMS securities. Chris Boerner, Ph.D. such information to others. Securities Executive Vice President, Chief Commercial Officer include, but are not limited to, shares of Information Asset Protection stock, stock units (including performance We use computers, information systems, share units and market share units) stock the internet, e-mail, and an increasing options, notes and debentures. At times, range of mobile devices in virtually we may receive confidential information every aspect of our business, inside and about BMS or other companies with outside of normal business hours and which BMS does business before it is locations, globally. We hold ourselves made publicly available. Some of this responsible and will take appropriate nonpublic or “inside” information may steps to ensure the security of all digital be material. Employees with knowledge devices and services used in the conduct of material nonpublic information about of BMS business, regardless of the time, BMS or companies that we do business location or ownership of the device or with should treat the information as service. We understand and respect that highly confidential and should not the Principles of Integrity fully apply to trade in the stock of BMS or those the use of electronic equipment and the other companies. This type of material conduct of electronic communications nonpublic information includes: and interactions. We will act thoughtfully, • internal financial information respectfully, professionally, and with full • commencement of a new line awareness of information confidentiality of business and security whenever conducting BMS • development, approval or a lack business or making any reference to BMS of approval of a new medicine or or BMS information via any electronic technological breakthrough medium, including postings on internal and external social media sites. • consideration of a major transaction, such as an acquisition of another company, a divestiture, a significant license, or a collaboration agreement

18 Principles of Integrity | Bristol Myers Squibb

IMPORTANT CONTACT INFORMATION

Compliance Program Employees can find additional information through the Compliance & Ethics link on BMS360.

Contacting the BMS Integrity Line bms.integrity.ethicspoint.com Integrity line The BMS Integrity Line is a telephone- and web-based confidential reporting system hosted by Navex Global. Local telephone numbers can be found on the website, bms.integrity.ethicspoint.com, where you can also make a web-based report.

Operators are available 24 hours a day, 7 days a week.

Reports can be made confidentially and anonymously where local law permits and without fear of reprisal. Your comments will be heard.

Data Privacy Restrictions may apply.

Contacting the Corporate Ombudsman Email: [email protected] Mail: Bristol Myers Squibb Company P.O. Box 5326 Princeton, NJ 08543-5326, USA

Conversations with the Corporate Ombudsman are confidential, unless otherwise required by law or to protect public health and safety.

Contacting the Global Privacy Office Email: [email protected] +1 800-760-7731

Reporting an Adverse Event Reporting Spontaneous Adverse Events: Anyone who works for BMS including employees, contractors, and agents who work on behalf of BMS has a responsibility to recognize and report Adverse Event* information to globalbmsmedinfo.com within 24 hours or immediately during the next business day of becoming aware of the event. Employees without BMS computer access must report the adverse event to management.

*Adverse Events are defined in detail on the Bristol Myers Squibb Global Medical Information Resource Center website.

Reporting Potential Product Counterfeiting, Tampering, Theft or Diversion Notify local Corporate Security and Quality Representatives within 24 hours.

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Managing Travel, Meetings and Expenses We are committed to the highest standards of ethical behavior related to business travel and expenses. We ensure accuracy in the reporting of all business expenses.

Travel and Meetings Business Expenses development. Misusing Company BMS conducts meetings and BMS is committed to the highest funds or falsifying expense reports or reimburses travel for our employees standards of ethical behavior records that are submitted as proof where there is a legitimate relating to business expenses. All of expenses is prohibited and may business or scientific need to do employees are required to use good lead to disciplinary action, up to and so. We have procedures in place judgment and only incur or request including employment termination, to assist our travelers in selecting reimbursement for reasonable where permitted by local law. travel, accommodations and and legitimate business expenses meeting venues that balance cost- directly related to their scope of BMS Company Policy effectiveness with the safety of responsibilities at BMS. Typical Supporting this Section: travelers and attendees, as well as business expenses include, but are BMS-POL-6 Managing Travel, efficiency in meeting the business or not limited to, travel, entertainment, Meetings and Expenses scientific need of the activity. office supplies, postage, shipping https://purl.bms.com/prl/33219 and handling, and professional

20 Managing Travel, Meetings and Expenses Principles of Integrity | Bristol Myers Squibb The I in Reality Check: Report Your Business Expenses Appropriately Integrity

The Situation I am David, and to me, A group of BMS employees were traveling together on business and met for anything that costs your dinner in a restaurant near their hotel. The group included a manager and several Integrity is too costly. It employees who reported to her. When the bill for dinner arrived, the manager takes a lifetime of good instructed one of the employees to pay the bill with his Corporate card. He deeds to build a good responded by pointing out that it is the responsibility of the highest level BMS reputation, and only one employee in the group to pay the bill with a Corporate charge card. The manager bad one to lose it. asked a different employee to pay the bill, who also declined. The third employee David Elkins that the manager asked agreed to use his Corporate charge card to pay for dinner. Executive Vice President & Chief Financial Officer

The Outcome An internal investigation confirmed the allegations that were reported to the BMS Integrity Line. The manager received a Written Warning (formal written discipline that may impact the employee’s annual salary increase, bonus, and incentive compensation, and is recorded in the employment file).

The Learnings It is never appropriate for a manager to have another employee pay for a business expense for the purpose of avoiding the need for the manager’s supervisor to review and approve the request for reimbursement. The two employees who declined to pay the dinner bill made the right decision, and the employee who charged it to his Corporate card should have used better judgment.

Reporting Spontaneous Adverse Events: Anyone who works for BMS including employees, contractors, and agents who work on behalf of BMS has a responsibility to recognize and report Adverse Event* information to globalbmsmedinfo.com within 24 hours or immediately during the next business day of becoming aware of the event. Employees without BMS computer access must report the adverse event to management.

*Adverse Events are defined in detail on the Bristol Myers Squibb Global Medical Information Resource Center website.

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COMPANY POLICY INDEX All of the following Company Policies are referenced in the Standards of Business Conduct and Ethics:

Policy Policy Number Title

BMS-POL-1 Protecting Our Patients “The formula https://purl.bms.com/prl/33825 of every worthy BMS-POL-2 Protecting Our Employees https://purl.bms.com/prl/33911 business is honor, BMS-POL-3 Conducting Our Business https://purl.bms.com/prl/33902 integrity and BMS-POL-4 Governing Our Organization trustworthiness. https://purl.bms.com/prl/33909 BMS-POL-5 Applying Internal Controls That is one https://purl.bms.com/prl/33910 formula I BMS-POL-6 Managing Travel, Meetings and Expenses https://purl.bms.com/prl/33219 cannot change.”

– E.R. Squibb Employees can access the full text of these policies on BMS360 or at https://policies.bms.com Summaries of these Policies are available to the general public on bms.com or a paper copy can be obtained by sending an e-mail to [email protected] or a written request to:

Compliance & Ethics Bristol Myers Squibb Company P.O. Box 4000 Princeton, NJ 08543-4000, USA

E.R. Squibb and Sons -1921

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23 Principles of Integrity | Bristol Myers Squibb

The I in Integrity As leaders and role models for the organization, sharing personal stories and demonstrating integrity is how we strengthen our culture and help employees put the ‘I’ in Integrity.

24 Principles of Integrity | Bristol Myers Squibb

I am Joe, and to me, I am Nadim, and to me, I am Rupert, and to me, Integrity is the key Integrity is to always Integrity is maintaining ingredient of our choose and model the path your principles in an reputation as science and of honesty, transparency environment where others medical leaders. and sincerity in every are capitulating. Joseph Eid, M.D. situation. Rupert Vessey, M.A., B.M., Senior Vice President and Head of Nadim Ahmed B.Ch., F.R.C.P., D.Phil. Global Medical Affairs Executive Vice President and Executive Vice President, President, Hematology Research and Early Development

I am Bob and to me, I am Severine, and to me, I am Lou and to me, Integrity is being true to Integrity is doing what Integrity is having the your values and beliefs feels right and just, in knowledge, courage and no matter the situation. small or big decisions, to self-discipline to always do Robert Bertolini honor our responsibility what is both right and just. Chairman of the Audit towards patients. Louis Schmukler Committee, BMS Board Severine LaCourt Executive Vice President and of Directors Chief of Staff to the Chief President, Global Product Executive Officer Development & Supply

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NOTES

26 Principles of Integrity | Bristol Myers Squibb

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