X0202 3 2004-10-29 0 0000761237 IMCOR PHARMACEUTICAL CO ICPH 0000014272 BRISTOL MYERS SQUIBB CO 345 PARK AVE NEW YORK NY 10154 0 0 1 0 Series A Convertible Preferred Stock 0.27 Common Stock 16666667 D Bristol-Myers Squibb Company (BMS) directly owns 4,500 shares of the Series A Convertible Preferred Stock ("Preferred Stock") reported herein. The Preferred Stock may be converted into the Issuer's Common Stock under the following circumstances: (i) by BMS at any time after July 29, 2005 or (ii) by the Issuer at any time after October 29, 2005 provided that the closing price of the Issuer's Common Stock exceeds the conversion price of $0.27 by 50% for any ten (10) consecutive trading days. Not applicable. Each share of Preferred Stock is convertible into approximately 3,703.7 shares of Common Stock; in the aggregate, the 4,500 shares of Preferred Stock owned by BMS are convertible into approximately 16,666,667 shares of the Issuer's Common Stock. This initial conversion price is subject to adjustments for dilution resulting from stock splits and combinations, certain dividends and distributions, and the reorganization, reclassification or merger of the Issuer, in each case as set forth in the Certificate of Designation. /s/ Sandra Leung, Vice President and Corporate Secretary 2004-11-08