BRISTOL-MYERS SQUIBB GLOBAL TERMS AND CONDITIONS FOR HEALTHCARE CONSULTANCY SERVICES (Version dated May 15, 2015)

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1 BRISTOL-MYERS SQUIBB GLOBAL TERMS AND CONDITIONS FOR HEALTHCARE CONSULTANCY SERVICES (Version dated May 15, 2015) 1 DEFINITIONS Affiliate. A legal entity which directly or indirectly Controls, is under the Control of or under common Control with BMS. Activity BMS document that sets out the specific details of the Services, Fees, Reimbursable Expenses, and any other service specific terms agreed upon between the parties. The Global Terms and Conditions together with each Framework Agreement, each Activity Agreement and any attachments thereto. In the event of a conflict between the Global Terms and Conditions and the Framework Agreement, the terms of the Framework Agreement shall prevail. In the event of a conflict between the Activity Agreement and the Framework Agreement and/or the Global Terms and Conditions, the terms of the Activity Agreement shall prevail. Applicable Law. Any applicable laws (including but not limited to anti-bribery laws), ordinances, rules, regulations, final or draft guidance documents generally accepted as having the force of law in any country, professional standards and applicable pharmaceutical industry codes, that apply in the country or region where the Services are performed and where Consultant is licensed to practice medicine and/or resides. BMS. Bristol-Myers Squibb Company or any Affiliate, identified in the Framework Agreement or the Activity BMS Travel Policy. BMS policy and procedure regarding travel, expenses and meetings found at ol_for_supplier_link.pdf and as modified from time to time. Collaboration Partner. A company with whom BMS co-develops, co-promotes or otherwise collaborates on certain Collaboration Products. Collaboration Product(s). Unapproved or approved (by regulatory authorities) pharmaceutical and/or biological products that BMS co-develops, copromotes or otherwise collaborates on with a Collaboration Partner. Consultant. The individual(s) indentified in the Framework Agreement who will provide Services to BMS on his/her own behalf or on behalf of the Contract Party. Consultant may also be referred to as Speaker in the Framework Agreement, Activity Agreement and any attachments thereto. Contract Party. The person or legal entity identified in the Framework Agreement that is entering into the Agreement with BMS. If Contract Party is the individual providing Services, the Contract Party and Consultant are the same. If Contract Party is a legal entity and not an individual person, Consultant must be the employee of, or directly affiliated with, or owner of or a member of the Contract Party. In such cases, references in the Agreement to Consultant shall include both Contract Party and Consultant. Control. The possession, directly or indirectly, of the power to direct the management of a business entity, whether through ownership of voting securities or otherwise. Effective Date. The date the Framework Agreement becomes effective, identified in the Framework Expiration Date. The date the Framework Agreement expires, identified in the Framework Fees. The amount (if any) that BMS shall pay to the Payee of Fees for performance of the Services, identified on the Framework Agreement or the Activity Framework The document that sets out specific details of the Services, Fees, Reimburseable Expenses (if applicable), Payee(s), Term, BMS rights related to Recording of Consultant, and any other Service specific terms agreed upon between the parties. Payee of Expenses. The person or entity identified in the Framework Agreement and Activity Agreement, to whom BMS shall make payment of Reimbursable Expenses. 1

2 Payee of Fees. The person or entity identified in the Framework Agreement and Activity Agreement to whom BMS shall make payment of Fees. Recording of Consultant. Any and all audio, video, photographic or other recording or image of Consultant created in the course of performing Services in all formats. Reimbursable Expenses. All reasonable and necessary business and travel expenses actually incurred by Consultant in the course of performing Services that will be reimbursed by BMS (without mark-up and at cost), provided that they were approved by BMS in advance or are within BMS Travel Policy. Services. The description of the specific services that Consultant will perform for BMS during the Term on a non-exclusive basis, identified on the Framework Agreement and/or the Activity 2 FEES Term. The period, from the Effective Date to the Expiration Date identified in the Framework Agreement, during which the Framework Agreement is in force. Global Terms and Conditions. This document governing the Framework Agreement and each Activity Travel Time Fees. The amount (if any) that BMS shall pay to Consultant for allowable travel time to complete performance of the Services, identified in the Activity 2.1 BMS shall pay the Fees to the Payee of Fees for Services actually performed. BMS will make payment for such Fees within a reasonable period following the written confirmation from Consultant of all time spent providing Services or BMS determines that confirmation is not required. In the event of a good faith invoice-related dispute, BMS shall pay the undisputed portion. 2.2 The parties acknowledge and agree that the Fees represent the fair market value of the Services, negotiated in an arms-length transaction. 3 REIMBURSABLE EXPENSES 3.1 If required for the performance of the Service, BMS shall organize and pay for all necessary business, accommodation, meal and travel arrangements on behalf of Consultant. If BMS does not organize and pay for such necessary business and travel arrangements or Consultant incurs additional Reimbursable Expenses, BMS shall reimburse the Payee of Expenses for such Reimbursable Expenses as indicated in the Framework Agreement and/or applicable Activity 3.2 Consultant will adhere to BMS Travel Policy. Consultant agrees to invoice BMS for Reimbursable Expenses in the form reasonably requested by BMS and provide any supporting documentation (e.g., receipts) as required by the BMS Travel Policy. BMS will have no obligation to reimburse for any Reimbursable Expenses unless and until all documentation required by the Agreement and/or BMS Travel Policy is received from Consultant. 4 TERMINATION 4.1 Except where prohibited by Applicable Law, the Framework Agreement or any Acitvity Agreement may be terminated by BMS or Consultant immediately upon written notice to the other party with or without cause. 4.2 All Activity Agreements terminate immediately upon the termination of the Framework 4.3 In the event of expiration (not termination) of the Framework Agreement, the Activity Agreement(s) that are effective prior to the expiration will survive until the Services are fully performed or the Activity Agreement(s) are terminated. In such cases, the terms and conditions of the Agreement will survive only for the purpose of governing such Activity Agreement(s). 5 INDEPENDENT CONTRACTOR RELATIONSHIP 5.1 All Services will be rendered to BMS by Consultant as an independent contractor. Neither party, nor their personnel, shall be construed to be employer and employee, partners, principal and agent, joint venturers, or an insurer or representative of the other. Neither party shall have the power to bind or obligate the other party nor shall either party hold itself out as having such authority. 5.2 Consultant will not be eligible to participate in or receive any benefits or have any rights as an employee of BMS and will not be covered by any BMS liability insurance policies. 2

3 6 CONFIDENTIAL INFORMATION 6.1 Confidential Information means information owned or controlled by BMS, its agents and/or, Affiliates and Collaboration Partners that is directly or indirectly disclosed to or otherwise accessed by Consultant in connection with the Services. Confidential Information may include, but is not limited to, clinical data and research results, technical and non-technical data, formulae, ideas, know-how, materials, methods, operational information, patent applications, plans, procedures, pre-clinical data and results, processes, product information, projections, specifications, standards, strategies, technical information, techniques, trade secrets, tools, or other clinical, technical or business information, whether written, graphic, oral, visual, tangible or intangible, in any form or format (including machine or computer readable code), samples or specimens furnished directly or indirectly. 6.2 Confidential Information does not include information to the extent that: (d) it is now in the public domain or subsequently enters the public domain through no breach of the Consultant lawfully receives it from any third party without restriction as to use or confidentiality as shown by written or other tangible evidence. it is independently developed by or for Consultant by persons without access to the Confidential Information. it was already known by the Consultant at the time of its disclosure by BMS, under no obligation of confidentiality, as shown by written or other tangible evidence. 6.3 Required Disclosures. If Consultant receives a subpoena or other validly issued administrative or judicial process, order or government process demanding Confidential Information (Subpoena), Consultant will promptly inform the party or entity issuing such Subpoena of the existence of the Agreement; unless prohibited by Applicable Law, promptly notify BMS of the disclosure requirement (which will include a copy of any applicable Subpoena or documentation); unless prohibited by Applicable Law, afford BMS a reasonable opportunity to oppose, limit or secure confidential treatment for the required disclosure; and (d) not oppose any effort by BMS to quash any such Subpoena. 6.4 Return of Confidential Information. Upon the termination or expiration of a Framework Agreement and/or an Acitivity Agreement, or at any other time upon the written request of BMS, Consultant will promptly return to BMS or at BMS request, destroy all Confidential Information in Consultant s possession or control, together with all copies, summaries and analyses, regardless of the format in which the information exists or is stored. In case of destruction, Consultant will promptly send a written certification that destruction has been accomplished to BMS. However, Consultant is entitled to retain one copy of Confidential Information for the sole purpose of determining its obligations under Applicable Law. 6.5 Disclosure and Use of Confidential Information. Consultant agrees that it shall not disclose Confidential Information directly or indirectly to any third-party without prior written consent of BMS and shall use Confidential Information solely for the performance of Services. Confidential Information shall not be used by Consultant in connection with purchase or sale of any securities. 6.6 Duration of Confidentiality. The obligations of confidentiality survive expiration or termination of each Framework Agreement and/or each Activity Agreement for ten (10) years unless a shorter period of years is identified in the respective Framework Agreement or Activity 7 INTELLECTUAL PROPERTY 7.1 Pre-existing Intellectual Property. Each party retains sole and exclusive ownership of any intellectual property already existing as of the Effective Date and of any derivative works of such intellectual property created after the Effective Date; provided that such derivative work does not arise from the Confidential Information or the Services; and/or is not created specifically for BMS by Consultant. 7.2 Consultant Intellectual Property. Except as provided otherwise in the Agreement, all data, results, ideas, discoveries, inventions, reports and works of authorship, whether or not patentable, subject to trademark, or subject to copyright, which may be made by Consultant or any third-party, that does not arise from Confidential Information or the Services; and/or is not created specifically for BMS by Consultant (Consultant Intellectual Property) shall be owned solely by Consultant. 3

4 7.3 BMS Intellectual Property. Except as provided otherwise in the Agreement, all data, results, ideas, discoveries, inventions, reports and works of authorship, whether or not patentable, subject to trademark, or subject to copyright, which may be made by Consultant or by Consultant together with BMS or any third-party, that arise from Confidential Information or the Services; and/or is created specifically for BMS by Consultant (BMS Intellectual Property) shall be owned soley by BMS. Consultant agrees to transfer all BMS Intellectual Property, including, but not limited to, rights of use, exploitation, reproduction, adaptation, broadcasting, copy, translation and all other similar rights, to BMS by any methods and techniques in media of any kind or electronic communication of any kind for BMS use worldwide and in perpetuity. Consideration for the transfer or use of intellectual property rights to and by BMS is at no additional cost to BMS. To the extent allowed under Applicable Law, Consultant waives any and all moral rights in relation to the Services and intellectual property arising therefrom. 7.4 Copyrightable Works. All copyrightable works that are BMS Intellectual Property shall be considered works made for hire and shall be owned solely by BMS. 7.5 Incorporation of Third-Party Materials. Contract Party and Consultant (if different from Contract Party) represents and warrants that: Consultant has the right to use and sublicense, in connection with the Agreement, any materials that are owned by third parties (Third Party Materials) and that are incorporated into the Services or any deliverables under a Framework Agreement; hereby sublicenses to BMS, at no additional cost to BMS, the right to use any such Third Party Materials in connection with the Services and deliverables. BMS use of any such Third Party Materials in connection with the Services and deliverables does not and will not infringe the intellectual property rights of any third party. 7.6 Assistance and Cooperation. Consultant will promptly disclose all BMS Intellectual Property to BMS. At BMS expense, Consultant agrees to execute and have executed any applications, assignments, instruments or other documents, and perform such acts as BMS may deem reasonably necessary or advisable to confirm and vest in BMS, all rights, title and interests throughout the world to such BMS Intellectual Property, and to reasonably assist BMS in procuring, maintaining, enforcing and defending such BMS Intellectual Property throughout the world. 7.7 No Implied Rights. Nothing in the Agreement is intended to grant or create any right or license to Consultant (nor Consultant s employer, if applicable) with respect to any patent rights, copyrights, trademarks or other intellectual property rights owned or controlled by BMS, except as necessary to perform the Services. 8 REPRESENTATIONS AND WARRANTIES 8.1 General. Contract Party represents and warrants that Contract Party and Consultant (if different from Contract Party): has experience and expertise sufficient in quality and quantity to perform the Services; and will devote reasonable efforts to perform the Services ethically, promptly and diligently and commensurate with relevant professional standards. shall not violate professional ethics in connection with the performance of Services. (d) (e) (f) has obtained all necessary approvals and reviews that are required (if any) prior to executing the Framework Agreement, and that performance of the Agreement, does not create any conflict of any obligations or duties, express or implied, to third parties (including, Consultant s employer). shall not subcontract any of the Services hereunder without BMS prior written consent, and is liable for the acts and omissions of each subcontractor and shall ensure that each subcontractor is bound in writing by obligations at least as strict as the Agreement for all relevant purposes. is not, nor is any person performing Services, currently under any loss or restriction of any professional license, or of any related certifications, rights, or privileges. is not, nor is any person performing Services, currently excluded, debarred, sanctioned, suspended, or otherwise ineligible to participate in any government health care 4

5 programs or in any government procurement or non-procurement programs. promptly in the event any person so used ever becomes debarred under the GDEA. (g) (h) shall not: (i) disclose or use, directly or indirectly, any information, inventions, discoveries and ideas possessed under any obligation of confidentiality or non-use to a third party; or (ii) use any facilities, equipment, staff or other resources of an employer or any third party, except where expressly authorized in writing by such entity or permitted by its policies. if an employee of a government agency, has obtained authorization from such agency to provide, and be compensated for the Services. has not been convicted of or is currently under investigation for a criminal offense that falls within the scope of 42 U.S.C. 1320a-7, but has not yet been excluded, debarred, suspended, or otherwise declared ineligible. does not appear on either the Department of Human Health & Services/Office of Inspector General List of Excluded Individuals/Entities, found at or the General Services Administration s List of Parties Excluded from Federal Programs, found at (i) shall, in every presentation relating to BMS product(s), whether or not such presentation is directly sponsored or funded by BMS (including but not limited to Pharmacy and Therapeutics Committees), disclose that Consultant is a consultant to BMS; disclose that the Payee of Fees receives compensation from BMS for the Services; and abide by Consultant s employer s or institution s policies regarding recusal. (j) if serving as a member of formulary committees, or assisting in developing clinical practice guidelines, shall disclose to the formulary committee or clinical practice guideline committee the existence and nature of this relationship with BMS during the Term and for at least two years beyond the expiration or termination; and shall follow the disclosure-related procedures set forth by such committees. (k) shall comply with applicable BMS policies and requirements provided by BMS electronically or in writing in advance. 8.2 United States of America Law. Consultant acknowledges that BMS is subject to the laws of the United States of America and that some of these laws place restrictions on the parties with whom BMS may contract and certain terms of these agreements. Contract Party represents and warrants that Contract Party and Consultant (if different): is not debarred under the U.S. Generic Drug Enforcement Act of 1992, 21 U.S.C. 335 and as it may be amended from time to time (GDEA), in any capacity, and will notify BMS (d) shall not violate United States law, including but not limited to the Foreign Corrupt Practices Act, in the performance of Services. 8.3 Each party represents and warrants that: it shall comply with all Applicable Laws. the amount of the Fees has not been determined in a manner which takes into account the volume or value of referrals or business, if any, that may otherwise be generated between BMS and Consultant. nothing contained in this Agreement shall be construed in any manner as an obligation or inducement for Consultant to refer patients or to order for patients any product manufactured or distributed by BMS. 9 COLLABORATIONS AND COLLABORATION PRODUCTS 9.1 Consultant agrees that with regard to Services related to a Collaboration Product, the rights and obligations of confidentiality and non-use and the rights and obligations regarding intellectual property shall apply to both BMS and the applicable Collaboration Partner for the particular Collaboration Product. 9.2 Consultant agrees that no person performing Services related to a Collaboration Product will share any information regarding Collaboration Partner's products, other than the Collaboration Product, with employees or agents of BMS. 9.3 Consultant agrees that that no person performing Services related to a Collaboration Product will share 5

6 any information regarding BMS' products, other than the Collaboration Product, with employees or agents of the applicable Collaboration Partner. 9.4 Consultant agrees that BMS may deliver the Agreement and any and all documentation that relate to a Collaboration Product to the applicable Collaboration Partner. 10 USE OF NAMES AND RIGHTS RELATED TO ANY RECORDING OF CONSULTANT 10.1 Neither party shall make, place or disseminate any advertising, public relations, press release, promotional material or any material of any kind using the name of the other party and/or the Affiliate or Collaboration Partner or use their trademark(s), without the prior written approval of the other party With regard to BMS rights related to any Recording of Consultant, Consultant hereby grants to BMS, either: a non-exclusive, fully-paid, royalty-free, sublicensable, transferable, irrevocable, perpetual, worldwide license to BMS to use each Recording of Consultant, for any lawful purpose, including but not limited to advertising and promotion (identified as For Internal BMS Use and External Use in the Framework Agreement or Activity Agreement); or a non-exclusive, fully-paid, royalty-free, irrevocable, perpetual, worldwide license to use each Recording of Consultant for internal BMS use only (identified as For Internal BMS Use Only in the Framework Agreement or Activity Agreement); or 11 TRANSPARENCY no rights for any use of each Recording of Consulant (identified as No Rights in the Framework Agreement or Activity Agreement) BMS is subject to Applicable Laws related to the collection and reporting of any payments or transfers of value to certain healthcare providers and teaching hospitals and others (collectively, Financial Transparency Laws) and Consultant shall cooperate with BMS in its compliance with applicable Financial Transparency Laws Consultant shall promptly provide BMS, in the format BMS requests, with all information that BMS believes it needs to comply with Financial Transparency Laws. Without limiting the generality of the foregoing, such information may include payments or other transfers of value that relates to any third party healthcare provider and/or teaching hospital and others that receive any payment or other transfer of value from or on behalf of Consultant where BMS believes that such payment and/or transfer of value must be reported under Financial Transparency Laws Notwithstanding anything to the contrary herein, BMS may disclose any information that it believes is necessary to comply with Financial Transparency Laws. 12 PRIVACY BMS will collect and process relevant and necessary information pertaining to the Consultant for the performance of the Agreement, internal analysis and records keeping purposes, in compliance with Applicable Laws related to privacy (Privacy Laws). 13 NOTICES Any official notices must be in writing and will be deemed effective when delivered personally; or mailed by certified or registered mail, postage prepaid; or delivered by reputable overnight courier to BMS, marked Attention: Strategic Corporate Transactions, and to Consultant, each at the addresses identified in the Framework 14 MISCELLANEOUS 14.1 Survival. Sections 2, 3, 4.3, 5, 6, 7, 8, 9, 10, 11, and 14 of the Global Terms and Conditions shall survive the expiration or termination of each Framework Agreement, as well as any other terms in each Framework Agreement which by their intent or meaning are intended to survive Entire The Agreement sets out the entire agreement of the parties and supersede all prior agreements and understandings relating to its subject matter. The Agreement may not be altered, modified, or waived in whole or in part, except in writing signed by both parties. 6

7 14.3 Governing Law. The Agreement will be construed and governed by the laws of the state or country identified in the applicable Framework 14.4 Assignment. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of BMS. Any unauthorized attempted assignment by Consultant shall be null and void and of no force or effect Liability for Unforeseen Events. Neither party will be liable for damages or have the right to terminate the Framework Agreement for any delay or default in performing the Services if such delay or default is caused by conditions beyond the party s control (e.g. natural disasters, riots, war). The party experiencing the difficulty must give the other prompt written notice, with full details following the occurrence of the cause Counterparts/Electronic Signature. The Framework Agreement may be executed in counterparts or via electronic signature, each of which shall be deemed to be an original, and all of such counterparts or electronically signed documents shall together constitute one and the same 7