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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Third-party tender offer subject to Rule 14d-1.
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Issuer tender offer subject to Rule 13e-4.
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Going-private transaction subject to Rule 13e-3.
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Amendment to Schedule 13D under Rule 13d-2.
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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Date: July 1, 2022
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RHUMBA MERGER SUB INC.
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By:
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/s/ Brian Heaphy
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Name:
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Brian P. Heaphy
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Title:
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Vice President
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BRISTOL-MYERS SQUIBB COMPANY
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By:
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/s/ Kimberly Jablonski
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Name:
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Kimberly M. Jablonski
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Title:
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Corporate Secretary
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Exhibit No.
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Description
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Offer to Purchase, dated as of June 17, 2022.
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Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).
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Form of Notice of Guaranteed Delivery.
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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Summary Advertisement, as published in The Wall Street Journal on June 17, 2022.
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Joint Press Release issued by Bristol-Myers Squibb Company and Turning Point Therapeutics, Inc. dated June 3, 2022 (incorporated by reference to Exhibit 99.1 of the first Bristol-Myers Squibb Company Pre-Commencement Communication on
Schedule TO filed with the Securities and Exchange Commission on June 3, 2022).
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Transaction Infographic issued by Bristol-Myers Squibb Company, dated June 3, 2022 (incorporated by reference to Exhibit 99.2 of the first Bristol-Myers Squibb Company Pre-Commencement Communication on
Schedule TO filed with the Securities and Exchange Commission on June 3, 2022).
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Social Media Content issued by Bristol-Myers Squibb Company, dated June 3, 2022 (incorporated by reference to Exhibit 99.3 of the first Bristol-Myers Squibb Company Pre-Commencement Communication on Schedule TO filed with the Securities
and Exchange Commission on June 3, 2022).
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Enterprise Letter issued by Bristol-Myers Squibb Company, dated June 3, 2022 (incorporated by reference to Exhibit 99.4 of the first Bristol-Myers Squibb Company Pre-Commencement Communication on
Schedule TO filed with the Securities and Exchange Commission on June 3, 2022).
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Turning Point Therapeutics, Inc. Employee FAQ, first made available on June 3, 2022 (incorporated by reference to Exhibit 99.1 of the first Turning Point Therapeutics, Inc. Solicitation/Recommendation Statement on Schedule 14D-9-C filed
with the Securities and Exchange Commission on June 3, 2022).
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Turning Point Therapeutics, Inc. Investor FAQ, first made available on June 3, 2022 (incorporated by reference to Exhibit 99.2 of the first Turning Point Therapeutics, Inc. Solicitation/Recommendation Statement on Schedule 14D-9-C filed
with the Securities and Exchange Commission on June 3, 2022).
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Letter to Turning Point Therapeutics, Inc. employees first sent on June 3, 2022 (incorporated by reference to Exhibit 99.3 of the first Turning Point Therapeutics, Inc. Solicitation/Recommendation Statement on Schedule 14D-9-C filed with
the Securities and Exchange Commission on June 3, 2022).
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Exhibit No.
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Description
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(b)
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Not Applicable.
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Agreement and Plan of Merger, dated as of June 2, 2022, among Bristol-Myers Squibb Company, Rhumba Merger Sub Inc. and Turning Point Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 of the Turning Point Therapeutics, Inc.
Current Report on Form 8-K (File No. 001-38871) filed with the Securities and Exchange Commission on June 3, 2022).
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Mutual Non-Disclosure Agreement, dated as of March 6, 2022, between Bristol-Myers Squibb Company and Turning Point Therapeutics, Inc.
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(g)
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Not Applicable.
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(h)
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Not Applicable.
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Filing Fee Table.
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* |
Previously filed.
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