Item 8.01 Other Events.
As previously announced, on November 20, 2019 Bristol-Myers Squibb Company (the
"Company") acquired Celgene Corporation ("Celgene") when it consummated the
transactions contemplated by the Agreement and Plan of Merger, dated as of
January 2, 2019 ("Merger Agreement"), among the Company, Burgundy Merger Sub,
Inc., a wholly owned subsidiary of the Company, and Celgene. In connection with
the consummation of the transactions contemplated by the Merger Agreement, the
Company assumed the contingent value rights related to Celgene's Abraxane® and
Abraxis pipeline products granted by Celgene to certain holders thereof pursuant
to that certain Contingent Value Rights Agreement, dated as of October 15, 2010
(as amended, supplemented or otherwise modified from time to time, the "CVR
Agreement"), between Equiniti Trust Company (the "Trustee," as successor to
American Stock Transfer & Trust Company, LLC) and the Company (as successor in
interest to Celgene).
On February 18, 2022, the Company notified the Trustee that the net sales for
Abraxane for the year ended December 31, 2021 as recorded in the financial
statements for the year ended December 31, 2021 of the Company is $1,181,043,283
and the Net Sales Payment (as defined under the CVR Agreement) in the amount of
approximately $4,526,082 will be paid to the Trustee on or before March 7, 2022
in accordance with Section 3.1 of the CVR Agreement.
On March 7, 2022, the Trustee will pay to the holders of the contingent value
rights issued under the CVR Agreement of record as of March 6, 2022 a pro rata
portion of the Net Sales Payment, which equates to approximately $0.104592 per
contingent value right.
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