<SEC-DOCUMENT>0000950157-01-500651.txt : 20011019
<SEC-HEADER>0000950157-01-500651.hdr.sgml : 20011019
ACCESSION NUMBER:		0000950157-01-500651
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20011001
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20011012

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BRISTOL MYERS SQUIBB CO
		CENTRAL INDEX KEY:			0000014272
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				220790350
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-01136
		FILM NUMBER:		1758099

	BUSINESS ADDRESS:	
		STREET 1:		345 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154
		BUSINESS PHONE:		2125464000

	MAIL ADDRESS:	
		STREET 1:		345 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BRISTOL MYERS CO
		DATE OF NAME CHANGE:	19891012
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



        Date of Report (Date of earliest event reported): October 1, 2001



                          BRISTOL-MYERS SQUIBB COMPANY
             (Exact Name of Registrant as Specified in its Charter)


   Delaware                         1-1136                    22-079-0350
(State or Other                (Commission File              (IRS Employer
Jurisdiction of                    Number)                  Identification
 Incorporation)                                                 Number)



                                 345 Park Avenue
                               New York, NY, 10154
                     (Address of Principal Executive Office)

       Registrant's telephone number, including area code: (212) 546-4000



================================================================================


<PAGE>


ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

          On October 1, 2001, Bristol-Myers Squibb Company, a Delaware
corporation (the "Purchaser"), completed the purchase of E.I. du Pont de Nemours
and Company's ("DuPont") pharmaceutical business, including DuPont
Pharmaceuticals Company, a Delaware general partnership, DuPont Contrast
Imaging, Inc., a Delaware corporation, DuPont Pharmaceutical Research Labs,
Inc., a Delaware corporation, DuPont Pharma, Ltd., a Bermuda corporation, and
their respective subsidiaries (the "Business"). The Business researches,
develops, manufactures and markets pharmaceutical products.

          The Purchaser paid DuPont approximately $7.8 billion in cash in the
acquisition. The purchase price was determined by arm's length negotiations
between the Purchaser and DuPont and was funded by long term debt financing,
commercial paper facilities and internal funds. The press release announcing the
completion of the acquisition is attached hereto as Exhibit 99.1.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements of Business to be Acquired

          Previously Reported in Form 8-K/A filed with the Commission on
          September 20, 2001.

     (b)  Pro Forma Financial Information

          Previously Reported in Form 8-K/A filed with the Commission on
          September 25, 2001 and in Form 8-K/A filed with the Commission on
          September 20, 2001.

     (c)  Exhibits


Exhibit No.           Description
-----------           -----------

     2.1              Purchase Agreement between E.I. du Pont de Nemours and
                      Company, DuPont Pharma, Inc., DuPont Pharmaceuticals
                      Company, DuPont Electronic Materials, Inc., DuPont
                      Diagnostics Inc. and Purchaser dated June 7, 2001
                      (incorporated by reference to Exhibit 99.1 to
                      Purchaser's 10-Q filed with the Commission on August 14,
                      2001)

     2.2              Amendment to Purchase Agreement between E.I. du Pont de
                      Nemours and Company, DuPont Pharma, Inc., DuPont
                      Pharmaceuticals Company, DuPont Electronic Materials,
                      Inc., DuPont Diagnostics Inc. and Purchaser dated
                      October 1, 2001

     99.1             Press Release dated October 2, 2001




<PAGE>



                                   SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


                                        Bristol-Myers Squibb Company,



                                        By:   /s/ Sandra Leung
                                              ----------------------------------
                                              Name:   Sandra Leung
                                              Title:  Secretary


Date:  October 11, 2001


<PAGE>


                                  EXHIBIT INDEX


Exhibit No.    Description
-----------    -----------

2.1            Purchase Agreement between E.I. du Pont de Nemours and
               Company, DuPont Pharma, Inc., DuPont Pharmaceuticals
               Company, DuPont Electronic Materials, Inc., DuPont
               Diagnostics Inc. and Purchaser dated June 7, 2001 (incorporated
               by reference to Exhibit 99.1 to Purchaser's 10-Q filed with the
               Commission on August 14, 2001)

2.2            Amendment to Purchase Agreement between E.I. du Pont de
               Nemours and Company, DuPont Pharma, Inc., DuPont
               Pharmaceuticals Company, DuPont Electronic Materials, Inc.,
               DuPont Diagnostics Inc. and Purchaser dated October 1, 2001

99.1           Press Release dated October 2, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>3
<FILENAME>ex2_2.txt
<DESCRIPTION>AMENDMENT TO PURCHASE AGREEMENT
<TEXT>
                                                                   EXHIBIT 2.2
                                                                CONFORMED COPY


                        AMENDMENT TO PURCHASE AGREEMENT

          AMENDMENT (the "Amendment"), dated as of October 1, 2001, to the
Purchase Agreement, dated as of June 7, 2001 (the "Purchase Agreement") by and
among E.I. du Pont de Nemours and Company, a Delaware corporation ("DuPont"),
DuPont Pharma, Inc., a Delaware corporation ("DPI"), DuPont Pharmaceuticals
Company, a general partnership formed under the laws of the State of Delaware
("DPC"), DuPont Electronic Materials, Inc., a Delaware corporation ("DE "),
DuPont Diagnostics Inc., a Delaware corporation ("DDI"), and Bristol- Myers
Squibb Company, a Delaware corporation ("Buyer").

          WHEREAS, the parties hereto desire to amend the Purchase Agreement
as more fully set forth below.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and for other good and valuable consideration, and
intending to be legally bound hereby, the parties hereto hereby agree a
follows:

          SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein shall have the meaning assigned to such
term in the Purchase Agreement. Each reference to "hereof," "herein," "
hereunder," "hereby" and "this Agreement" shall from and after the date hereof
refer to the Purchase Agreement as amended by this Amendment. Notwithstanding
the foregoing, the date of the Agreement, as amended hereby, shall in all
instances remain as June 7, 2001, and references to "the date hereof" and "the
date of this Agreement" shall continue to refer to June 7, 2001.

          SECTION 2. Use of Names. Section 5.7 of the Purchase Agreement is
hereby amended and restated to read in its entirety as follows:

          "5.7 Names. (a) Buyer agrees that it shall, and shall cause the
     Transferred Business Companies to, cease to make any use of the name
     "DuPont," and any Trademarks related thereto or containing or comprising
     the foregoing, including any name or mark confusingly similar thereto or
     dilutive thereof (the "DuPont Marks") as soon as reasonably practicable
     after the Closing Date and in any event (i) within 180 days after the
     Closing Date in the case of the United States, (ii) within 210 days after
     the Closing Date in the case of Canada and the Member States, and (iii)
     within 15 months after the Closing Date in the case of countries other
     than the United States, Canada or the Member States and in the case of
     countries outside the United States, Canada or the Member States, Buyer
     shall, and shall cause the Transferred Business Companies to, effect all
     necessary governmental filings in connection therewith within 120 days
     after the Closing Date (each period set forth in clause (i), (ii) and
     (iii) of this sentence, the applicable "Use Period").


<PAGE>


          (b) Buyer agrees that it shall, and shall cause the Transferred
     Business Companies to, within one Business Day of the Closing Date, (i)
     subject to the other provisions of this Section 5.7, cease to hold itself
     out as having any affiliation with DuPont or any of its Subsidiaries, and
     (ii) in the case of any Transferred Business Company whose name includes
     any DuPont Mark to change its corporate name to a name that does not
     include any DuPont Mark and to make any necessary legal filings with the
     appropriate Governmental Authority to effectuate such change.

          (c) Subject to the other provisions of this Section 5.7, DuPont
     hereby expressly agrees that during the applicable Use Periods, Pharma
     Japan will have the right to sell any pharmaceutical products ordered
     from it prior to September 20, 2001 that include DuPont Marks, including
     products manufactured pursuant to a toll manufacturing agreement with
     Sankyo Yell Yakuhin Co., Ltd. that include the name "DuPont".

          (d) In furtherance of the foregoing, as promptly as reasonably
     practicable but in no event later than the end of the applicable Use
     Period, Buyer shall, and shall cause its Subsidiaries to, remove, strike
     over or otherwise obliterate all DuPont Marks from (or otherwise not use)
     all materials owned by any of the Transferred Business Companies,
     including, without limitation, any vehicles, business cards, schedules,
     stationery, packaging materials, displays, signs, promotional materials,
     manuals, forms, computer software and other materials or media including
     any Internet usage or domain names that include the DuPont Marks;
     provided that Buyer and the Transferred Business Companies may during
     such Use Period continue to use any material containing a DuPont Mark to
     the extent that it is not reasonably practicable to remove or cover up
     such DuPont Mark.

          (e) Notwithstanding the foregoing provisions of this Section 5.7,
     Buyer and the Transferred Business Companies shall have a right to sell
     off existing inventory of products manufactured or packaged by or for any
     of the Transferred Business Companies, which products bear any DuPont
     Marks and which are packaged with package inserts that have been packaged
     as of the Closing Date; provided, however, that Buyer and the Transferred
     Business Companies may use the DuPont Marks pursuant to this Section
     5.7(e) solely and only until the applicable expiration date of each such
     respective product.

          (f) Any use of the DuPont Marks by Buyer pursuant to this Section
     5.7 shall be in reasonable conformity with the practices of DuPont as of
     the Closing Date and shall be in a manner that is not intended to or is
     not reasonably likely to harm or disparage DuPont or the reputation or
     goodwill of the DuPont Marks. Notwithstanding the foregoing, nothing in
     this Section


                                      2
<PAGE>




     5.7 shall be construed to require, or to permit, Buyer to take, or fail
     to take, any action which is in violation of the rules and regulations of
     the Food and Drug Administration.

          "Member States" shall mean the 15 members states of the European
     Union as of the date hereof, consisting of Austria, Belgium, Denmark,
     Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the
     Netherlands, Portugal, Spain, Sweden and the United Kingdom. "

          SECTION 3. Manati Sewer Easement. On the Closing Date, DuPont and
DPL shall execute the Easement attached as Schedule I hereto (the "Easement"),
provided that the Easement shall be held in escrow and not be delivered or
recorded until both DuPont and Buyer shall have approved both the location of
the easements granted thereby and the accuracy of the descriptions of, and the
Plan showing, the easements attached or to be attached thereto, such approvals
not to be unreasonably withheld or delayed. Subject to release of the Easement
from escrow, the definition of "Related Agreement" in Section 1.1 of the
Purchase Agreement is hereby amended by adding the Easement to such
definition. Subject to release of the Easement from escrow, Schedule 1.1(i) to
the Purchase Agreement is hereby amended by adding the Easement to such
Schedule.

          SECTION 4. DuPont Sankyo Pharmaceuticals Co., Ltd. (a)
Notwithstanding the second recital in the Purchase Agreement, the parties
acknowledge that (i) DPC is the record and beneficial owner of common stock of
DuPont Sankyo Pharmaceuticals Co., Ltd. ("Pharma Japan") representing 50% of
the outstanding shares of common stock of Pharma Japan, and (ii) Sankyo Co.,
Ltd. is the record and beneficial owner of the remaining shares of common
stock of Pharma Japan. DuPont represents and warrants that there are 1,000
shares of common stock of Pharma Japan outstanding and that DPC is the record
and beneficial owner of 500 shares of common stock of Pharma Japan.

          (b) Section 2.1(a)(i)(G) of the Purchase Agreement is hereby deleted
in its entirety and the reference to the common shares of Pharma Japan is
deleted from the definition of "Controlled Foreign Subsidiary Shares".

          SECTION 5. DuPont Pharma, Ltd. Notwithstanding the eighth recital in
the Purchase Agreement and the provisions of Section 2.1(a)(v), the parties
agree that upon the terms and subject to the conditions of the Agreement, on
the Closing Date, DEMI and DDI shall sell, convey, assign, transfer and
deliver to Bristol-Myers Squibb Manufacturing Company, and Bristol-Myers
Squibb Manufacturing Company shall purchase, acquire and accept from DEMI and
DDI, all of the DPL Shares, free and clear of all Encumbrances.

          SECTION 6. DuPont Pharmaceutical Research Labs, Inc. The fourth
sentence of Section 3.3(a) of the Purchase Agreement is hereby amended to read
in its entirety as follows: "The authorized capital stock of DPRL consists of
2,000 shares of common stock, of which 1,000 shares are issued and
outstanding". Schedule 3.3(c) to the Purchase Agreement is hereby amended to
provide that (i) the


                                      3
<PAGE>


authorized capital stock of DPRL consists of 2,000 shares of common stock,
(ii) the outstanding capital stock of DPRL consists of 1,000 shares of common
stock and (iii) the sole record owner of the 1,000 outstanding shares of
common stock of DPRL is DPI.

          SECTION 7. DuPont Pharma S.A. (Spain). Schedule 3.3(c) to the
Purchase Agreement is hereby amended to provide that the outstanding capital
stock of Pharma Spain consists of 773,392 common shares.

          SECTION 8. DuPont Pharma Italia S.r.l. Schedule 3.3(c) to the
Purchase Agreement is hereby amended to provide that the outstanding capital
stock of Pharma Italy consists of 8,263,320 quotas, held 95% by DPC and 5% by
Pharma UK.

          SECTION 9. DuPont Farmaceutica Ltda. Schedule 3.3(c) to the Purchase
Agreement is hereby amended to provide that the outstanding capital stock of
Pharma Brazil consists of 106,348 quotas.

          SECTION 10. Additional Patent. Schedule 3.14(a)(i) to the Purchase
Agreement is hereby amended to add the patent case listed at Docket Number CR
8171 as set forth on Schedule II hereto; provided, that such addition shall
not be construed as an admission by Buyer that no other updates in the dockets
of Patents (or any other Intellectual Property) owned by the Transferred
Business Companies have occurred in the ordinary course of business since the
date of the Purchase Agreement or that no corrections have been or will be
required pursuant to Section 3.14(f) of the Purchase Agreement. Schedule
5.20(a)(ii)(B) is hereby amended to add the patent case listed at Docket
Number CR 8171 as set forth on Schedule II hereto.

          SECTION 11. Compound Samples. Schedule 1.1(d) to the Purchase
Agreement is hereby amended to include the additional compound samples set
forth on Schedule III hereto.

          SECTION 12. Corrections to Patent Schedules.

          (a) Additional Cozaar/Hyzaar/Fortzaar Patents. Schedule 1.1(c) to
the Purchase Agreement is hereby amended to add the Cozaar/Hyzaar/Fortzaar
patent cases listed at Docket Numbers BP 6475, BP 6508, DM 6623, and DM 6625
as set forth on Schedule IV hereto. Schedule 3.14(a)(i) to the Purchase
Agreement is hereby amended to delete all references to Cozaar/Hyzaar/Fortzaar
patent cases listed at Docket Numbers BP 6475, BP 6508, DM 6623, and DM 6625
as set forth on Schedule IV hereto. Schedule 5.20(a)(i)(B) to the Purchase
Agreement is hereby


                                      4
<PAGE>




amended to add the Cozaar/Hyzaar/Fortzaar patent cases listed at Docket
Numbers DM 6623 and DM 6625 as set forth on Schedule V hereto.

          (b) Correction of Cozaar/Hyzaar/Fortzaar Patents. Schedule 1.1(c) to
the Purchase Agreement is hereby amended to delete lines 252 and 253, which
are now-abandoned patent cases in Canada and Japan listed with no Docket
Number, and to correct the date in line 251 at column G, by replacing
"1/29/98" with "5/14/98". Schedule 5.20(a)(i)(B) to the Purchase Agreement is
hereby amended to delete lines 107 and 108, which are now-abandoned patent
cases in Canada and Japan listed with no Docket Number, and to correct the
date in line 106 at column G, by replacing "1/29/98" with "5/14/98".

          (c) Additional Bile Acid Sequesterant Patents. Schedule
5.20(a)(i)(B) to the Purchase Agreement is hereby amended to add the Bile Acid
Sequesterant patent cases listed at Docket Number CR 9063 as set forth on
Schedule IV hereto.

          (d) Deletion of Cox-2 and Asymmetric Addition Patents. Schedule
3.14(a)(i) to the Purchase Agreement is hereby amended to delete all
references to Cox-2 and Asymmetric Addition patent cases listed at Docket
Numbers DM 6742 and PH 7168.

          (e) Additional Sinemet Agreement. Schedule 5.20(a)(ii)(A) to the
Purchase Agreement is hereby amended to add the Amendment to Sinemet
Agreement, effective January 1, 2001, between and among Merck, DuPont, and DPC
in the form attached as Exhibit A hereto.

          SECTION 13. Domain Name Registrations. Schedule 3.14(a)(ii) to the
Purchase Agreement is hereby amended to add the domain name registrations as
set forth on Schedule VI hereto.

          SECTION 14. Intercompany Accounts and Arrangements. Schedule 5.5 to
the Purchase Agreement is hereby amended to add the following agreements
thereto: (i) International Distribution Agreement, dated as of July 1, 1999,
between DPC and DuPont (Australia) Ltd. to be amended in the form attached as
Exhibit B hereto; (ii) Service Agreement, dated as of December 8, 2000, among
DuPont Canada Inc., PerkinElmer Canada Inc. and DuPont Pharma Inc.; and (iii)
the Transfer Agreements (as defined below).

          SECTION 15. Agency Agreement/License and Supply Agreement. (a) The
form of Agency Agreement attached as Exhibit C to the Purchase Agreement is
hereby deleted and replaced in its entirety by the form of Agency Agreement
attached as Exhibit C hereto (the "Revised Agency Agreement"), and all
references in the Purchase Agreement to the Agency Agreement shall be deemed
to be references to the Revised Agency Agreement.

          (b) The form of License and Supply Agreement attached as Exhibit B
to the Purchase Agreement is hereby deleted and replaced in its entirety by
the


                                      5
<PAGE>


form of License and Supply Agreement attached as Exhibit D hereto (the
"Revised License and Supply Agreement"), and all references in the Purchase
Agreement to the License and Supply Agreement shall be deemed to be references
to the Revised License and Supply Agreement.

         SECTION 16. Exclusion of Lease. Schedule 3.13(b) to the Purchase
Agreement is hereby amended to delete the lease listed as item number 12
(Itasca, IL). Every other Schedule to the Purchase Agreement in which
reference is made to such lease, including, but not limited to, Schedule
5.20(a)(ii)(A) to the Purchase Agreement, is hereby amended to delete such
reference. Schedule 1.1(f) to the Purchase Agreement is hereby amended to add
the Real Property governed by such lease.

         SECTION 17. Conflicts. (a) Unless specifically set forth in a Related
Agreement or a Transfer Agreement, as applicable, in the event of a conflict
between a provision of the Purchase Agreement and a provision of a Related
Agreement or a Transfer Agreement, the terms of the Purchase Agreement shall
be controlling (it being understood and agreed that in the case of the Agency
Agreement, the provisions of Section 13.9 of the Agency Agreement shall govern
in the event of any conflict between the Agency Agreement and the Purchase
Agreement).

          (b) For purposes of this Amendment, "Transfer Agreement" shall mean
any agreement, deed, instrument or other Contract entered into or executed by
and between DuPont and/or DPC and/or any of their Affiliates and Buyer and/or
any of its Affiliates, including any Foreign Buyer Sub, on or prior to the
Closing Date to implement the transfer of (i) the DPC Interests, the DCI
Shares, the DPRL Shares, the DPL Shares, (ii) the Controlled Foreign
Subsidiary Shares, (iii) the Additional Transferred Assets or (iv) the
Excluded Assets.

          SECTION 18. Tax Indemnification. (a) The first sentence of Section
6.1(a) of the Purchase Agreement is hereby amended by deleting the words "or
accrued" from the first proviso thereof. Section 6.6(a) of the Purchase
Agreement is hereby amended by deleting the words "or accrued" from clause (x)
thereof.

          (b) At or prior to the closing of the sale of Pharma UK, Pharma UK
will sell all of its shares of the stock of Pharma Italy to Bristol Myers
Squibb S.p.A., a company organized under the laws of Italy (the "UK Sale").
Any Taxes incurred by Pharma UK as a result of the UK Sale will be treated as
Taxes incurred by Pharma UK relating to a Pre-Closing Tax Period, and as a
result, DuPont shall indemnify and hold harmless Buyer and its Affiliates
against any such Taxes pursuant to Section 6.1(a) of the Purchase Agreement.
For purposes of Section 6.1(a) of the Purchase Agreement and any other
relevant provisions of the Purchase Agreement (i) the



                                      6
<PAGE>


entire amount of any Taxes incurred by Pharma UK upon the UK Sale shall be
treated as exceeding the Foreign Tax Threshold Amount and (ii) the entire
amount of any Taxes incurred by Pharma UK upon the UK Sale shall not be taken
into account in determining whether the Foreign Tax Threshold Amount has been
exceeded with respect to DuPont's obligation under Section 6.1(a) to indemnify
against any other Taxes.

          SECTION 19. Caribe DC Plan. Section 5.11(h) of the Purchase
Agreement is hereby amended and restated to read in its entirety as follows:

         "(h) Caribe DC Plan. Unless otherwise agreed to by Buyer and DuPont,
         effective as of the Closing Date, DuPont shall cause the Transferred
         Business Companies in Puerto Rico to withdraw as participating
         employers in the Caribe DC Plan, and the account balances of all
         Transferred Employees in Puerto Rico shall be retained by the Caribe
         DC Plan in accordance with the terms of the Caribe DC Plan. As soon
         as practicable following the Closing Date, Buyer shall make available
         a loan facility to each Transferred Employee participating in, and
         having an outstanding loan balance under, the Caribe DC Plan as of
         the Closing Date to enable such Transferred Employees to repay such
         Caribe DC Plan loans. Immediately following the Closing Date, all
         Transferred Employees who, immediately preceding the Closing Date,
         were participants in the Caribe DC Plan, shall be automatically
         enrolled in the Bristol-Myers Squibb Puerto Rico, Inc. Savings and
         Investment Program. The parties shall fully cooperate in effectuating
         the covenants contained herein."

          SECTION 20. Canadian Services Agreement. After the Closing Date,
DuPont and Buyer shall use their reasonable efforts to cause DuPont Canada,
Inc., a Canadian corporation ("DuCan"), PerkinElmer Canada Inc., a Canadian
corporation ("PerkinElmer"), and DuPont Pharma, Inc., a Canadian corporation
("Pharma Canada"), respectively, to negotiate an amendment to that certain
Service Agreement, dated as of December 8, 2000 and referenced in Section
14(ii) hereof (the "Service Agreement"), among PerkinElmer, DuCan and Pharma
Canada, which amendment shall be on commercially reasonable terms and shall
relate to the clarification of (i) the price of services provided under the
Service Agreement, (ii) the term of the Service Agreement and (iii) the rights
and obligations of the parties with respect to the early termination of the
Service Agreement.

          SECTION 21. Allocation of Closing Purchase Price. The parties agree
that, in accordance with Section 2.5 of the Agreement, the Closing Purchase
Price shall be allocated as set forth in Schedule VII hereto.

          SECTION 22. Typographical Corrections to Schedules. (a) The
hand-written reference in Schedule 3.3(c) to the Purchase Agreement under the
heading "Common & Preferred Stock Holdings of the Transferred Business
Companies As Of 4/20/01 Valuation and Ownership" is hereby amended to delete
and replace the reference to Schedule 1.1(c) (the Schedule related to
Cozaar/Hyzaar Patents) with a reference to Schedule 1.1(e) (the Schedule
related to Excluded Assets).



                                      7
<PAGE>


          (b) Schedule 3.20 to the Purchase Agreement is hereby amended to
replace the date of "January 1, 2001" referenced in the disclosure with
respect to the Information Services Agreement between IMS Health Incorporated
and DPC with the date "January 1, 1998 (this agreement is in the process of
being re-negotiated and replaced by an agreement to be in effect from January
1, 2001 to December 3, 2001)".

          (c) Item 13 to Schedule 3.4(c) to the Purchase Agreement with
respect to the Agreement between Leo Pharmaceuticals Products Ltd. and DuPont
Merck Pharmaceuticals Company is hereby amended and restated in its entirety
with the following:

     "Agreement between Leo Pharmaceuticals Products Ltd. and The DuPont Merck
     Pharmaceuticals Company dated March 6, 1998, as amended July 20, 1999 and
     April 23, 2001".

          (d) Item 5 to Schedule 3.14(a)(vi) to the Purchase Agreement with
respect to the Agreement between Leo Pharmaceuticals Products Ltd. and The
DuPont Merck Pharmaceuticals Company is hereby amended to replace the phrase
"as amended" with the words "as amended July 20, 1999 and April 23, 2001".

          (e) Schedule 3.14(a)(v) (indicated as Schedule 3.14(a)(D)) to the
Purchase Agreement shall be amended as set forth on Exhibit E hereto.

          SECTION 23. No Further Amendment. Except as otherwise provided
herein, the Purchase Agreement shall remain unchanged and in full force and
effect.

          SECTION 24. Effect of Amendment. From and after the execution of
this Amendment by the parties hereto, any reference to the Purchase Agreement
shall be deemed a reference to the Purchase Agreement as amended hereby;
provided, however, that any reference to the date of the Purchase Agreement,
the use of the phrase "the date hereof" or "the date of this Agreement" shall
in all cases be a reference to June 7, 2001 and not the date of this
Amendment.

          SECTION 25. Miscellaneous. The provisions contained in Article IX of
the Purchase Agreement are incorporated by reference in this Amendment as
though they were more fully set forth herein.



                                      8
<PAGE>






         IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.


                                          E.I. DU PONT DE NEMOURS AND
                                          COMPANY

                                          By:  /s/ John W. Ward

                                          Title: Attorney-in-Fact


                                          DUPONT PHARMA, INC.

                                          By:  /s/ John W. Ward

                                          Title: Attorney-in-Fact


                                          DUPONT PHARMACEUTICALS
                                          COMPANY

                                          By:  /s/ Robert E. Pelzer

                                          Title: Senior Vice-President & General
                                          Counsel


                                      9
<PAGE>





                                          DUPONT ELECTRONIC MATERIALS,
                                          INC.

                                          By:  /s/ John W. Ward

                                          Title: Attorney-in-Fact


                                          DUPONT DIAGNOSTICS INC.

                                          By:  /s/ John W. Ward

                                          Title: Attorney-in-Fact


                                          BRISTOL-MYERS SQUIBB
                                          COMPANY

                                          By:  /s/ Brian Markison
                                          President, Bristol-Myers Squibb
                                          Company, Oncology and Virology



                                      10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>ex99_1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                    Exhibit 99-1


Bristol-Myers Squibb Company


Contact:          Patti Doykos Duquette              Timothy P. Cost
                  (609) 252-3390                     Investor Relations
                  (800) 862-0399 (pager)             (212) 546-4103
                  PIN: 17286500

                  Nancy Goldfarb
                  (212) 546-5107

                  Wilson Grabill
                  (Delaware media)
                  (609) 252-4551
                  (609) 203-4429 (cell)
                  (800) 862-0399 (pager)
                  PIN: 16175700



          BRISTOL-MYERS SQUIBB ACQUIRES DUPONT PHARMACEUTICALS COMPANY
    -- One of Several Moves to Become More Focused Pharmaceutical Company --
             -- Strengthens Virology and Cardiovascular Franchises,
                      R&D Pipeline and Discovery Efforts --

          (NEW YORK, October 2, 2001) - Bristol-Myers Squibb Company (NYSE:BMY)
today announced that its $7.8 billion acquisition of DuPont Pharmaceuticals
Company (DuPont Pharma) from DuPont (NYSE:DD) is complete. The acquisition,
which was announced on June 7 and closed on October 1, is a key element of the
company's growth strategy through a greater focus on its medicines business.

          "The acquisition of DuPont Pharma will make Bristol-Myers Squibb an
even stronger pharmaceutical company," said Peter R. Dolan, chairman and chief
executive officer, Bristol-Myers Squibb. "It will enable us to play a greater
leadership role, particularly in the areas of

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virology and cardiovascular diseases, where there is a pressing need
to expand treatments and find new and better therapies. Our combined research
and development pipelines and truly innovative discovery efforts will usher in
medical advances for years to come in many areas of great human need."

          With this acquisition, Bristol-Myers Squibb gains several important
in-line products, including SUSTIVA(TM), the leading non-nucleoside reverse
transcriptase inhibitor for the treatment of HIV/AIDS; COUMADIN(R), a
widely-used oral blood anticoagulant; and CARDIOLITE(R), a leading
cardiovascular medical imaging agent. The company also gains a rich and
productive R&D pipeline that contains a number of early compounds with novel
mechanisms that have the potential to be first in class and blockbusters. The
pipeline includes compounds in five therapeutic areas - virology, cardiovascular
diseases, inflammatory diseases, cancer and disorders of the central nervous
system.

          Under the terms of the agreement, Bristol-Myers Squibb paid $7.8
billion in cash for DuPont Pharma. As Bristol-Myers Squibb stated on June 7, the
transaction is expected to be accretive to earnings per share (EPS) beginning in
2003. In 2002, it will be dilutive to EPS by between zero and three cents. In
2003, the transaction will be accretive to EPS by between six and eight cents.
In years following 2003, the annual EPS growth rate will be significantly
enhanced, probably in the range of two percentage points per year. As a result
of the transaction, the company expects to record a one-time, in-process R&D
write off and restructuring liability in the range of $2 billion to $3 billion.

          The acquisition of DuPont Pharma is a key element in Bristol-Myers
Squibb's Strategy for Growth, which provides for an intensified focus on the
company's medicines business as its primary engine of growth through
acquisitions, divestitures, joint ventures, and co-


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promotion and co-marketing arrangements. The strategy also envisions
maximizing the company's high-potential growth products and accelerating its R&D
pipeline.

          In addition to the DuPont Pharma acquisition, the company already has
announced the sale of its Clairol haircare business, spun off its Zimmer
orthopaedic implants business and announced an agreement to invest in ImClone
Systems and to co-develop and co-promote IMC-C225, ImClone's promising
investigational cancer therapy. Bristol-Myers Squibb also announced earlier that
it expects to refile its New Drug Application with the U.S. Food and Drug
Administration for VANLEV, a novel hypertension treatment that was discovered in
the company's own labs.

          Bristol-Myers Squibb is an $18 billion pharmaceutical and related
health care products company whose mission is to extend and enhance human life.

          This press release includes certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 regarding,
among other things, statements relating to goals, plans and projections
regarding the company's financial position, results of operations, market
position, product development, growth opportunities for existing products,
operating efficiencies or synergies, and business strategy. These statements may
be identified by the fact that they use words such as "anticipate", "estimate",
"expect", "project", "intend", "plan", "believe", and other words and terms of
similar meaning in connection with any discussion of future operating or
financial performance. Such forward-looking statements are based on current
expectations and involve inherent risks and uncertainties, including factors
that could delay, divert or change any of them, and could cause actual outcomes
and results to differ materially from current expectations. These factors
include, among other things, market factors, competitive product development,
governmental regulations and legislation,


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patent positions and litigation. For further details and a discussion of these
and other risks and uncertainties, see the company's Securities and Exchange
Commission filings, including the company's 2000 annual report or Form10-K. We
undertake no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise.

         Visit Bristol-Myers Squibb on the worldwide web at www.bms.com

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