TAX MATTERS AGREEMENT dated as of February 4, 2009 (this “Agreement”) between Bristol Myers Squibb
Company, a Delaware corporation (“BMS”), and MJN Restructuring Holdco, Inc., a Delaware corporation (“MJN”,
collectively, the “Companies”).
WHEREAS, BMS is the common parent of an affiliated group of corporations, within the meaning of Code Section 1504(a),
that has elected to file consolidated Federal income Tax Returns, and MJN is a member of that group;
WHEREAS, MJN intends to issue common stock in an initial public offering (the “IPO”), after which MJN will continue to
be a member of the BMS Consolidated Group; and
WHEREAS, BMS and MJN desire to set forth their agreement as to certain matters relating to the inclusion of the MJN
Consolidated Group in the BMS Consolidated Group;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, BMS and MJN hereby
agree as follows:
SECTION 1.01. Definition of Terms . The following terms shall have the following meanings (such meanings to apply
equally to the singular and plural forms of the terms defined). All section references are to this Agreement unless otherwise
stated. All references to “includes” and “including” mean “includes without limitation” or “including without limitation”, as the
case may be.
“ Adjustment ” has the meaning set forth in Section 8.03.
“ Agreement ” has the meaning set forth in the recitals.
“ BMS ” has the meaning set forth in the recitals.
“ BMS Combined Return ” has the meaning set forth in Section 2.01(b).
“ BMS Consolidated Group ” means BMS and the affiliated group of corporations, within the meaning of Code
Section 1504(a), of which BMS is the common parent.
“ BMS Consolidated Return ” has the meaning set forth in Section 2.01(a).
“ China Services Agreement ” means the China Services Agreement dated at or around the date of this Agreement,
between BMS and MJN.
“ Code ” means the Internal Revenue Code of 1986, as amended.