The Bristol Myers Celgene CVR lawsuit is a breach-of-contract case in which UMB Bank, acting as trustee for former Celgene shareholders, accuses Bristol Myers Squibb of deliberately dragging out the FDA approval of a cancer drug so it could avoid paying roughly $6.7 billion in Contingent Value Right payouts tied to its 2019 Celgene acquisition. On December 1, 2025, U.S. District Judge Jesse Furman allowed the core claim to move forward, and the case is now in discovery in the Southern District of New York.
What the CVRs Promised Celgene Shareholders
When Bristol Myers Squibb closed its $74 billion purchase of Celgene on November 20, 2019, each Celgene shareholder received one Bristol Myers share, $50 in cash, and one tradeable Contingent Value Right.1BMS News. Bristol-Myers Squibb Completes Acquisition of Celgene The CVRs traded on the NYSE under the ticker BMYRT, with up to about 701 million rights issued.2SEC. Bristol-Myers Squibb Definitive Proxy Statement
The payout structure was all-or-nothing. Each CVR would pay $9 in cash, but only if the FDA approved all three of these Celgene drugs by their deadlines:
- Ozanimod, by December 31, 2020.
- Liso-cel (later Breyanzi), by December 31, 2020.
- Ide-cel (later Abecma), by March 31, 2021.3BMS. Shareholder FAQ
Miss any one deadline and the whole agreement terminated. Nine dollars across roughly 701 million rights put more than $6 billion on the line.
The Missed Deadline
Liso-cel, a CAR-T therapy for lymphoma, did not get FDA approval by December 31, 2020. The CVR agreement automatically terminated on January 1, 2021, and the rights were delisted from the NYSE.3BMS. Shareholder FAQ The FDA then approved Breyanzi on February 5, 2021, 36 days after the deadline passed.4BioPharma Dive. Bristol Myers Shareholder Lawsuit Over CAR-T Ide-cel followed on March 29, 2021.5BioSpace. After Delays, BMS and Bluebird Win Approval for Multiple Myeloma CAR-T Therapy
A Bloomberg analysis at the time estimated the near-miss saved Bristol Myers Squibb about $6.4 billion.6Pharmaphorum. BMS Celgene Merger Payout Evaporates as CVR Deadline Passes CVR holders received nothing.
What UMB Bank Alleges
The CVR agreement required Bristol Myers Squibb to use “diligent efforts” to hit the approval milestones. UMB Bank’s suit argues the company had what it calls a “perverse economic incentive” to let the Breyanzi deadline lapse, and points to a pattern of avoidable failures.4BioPharma Dive. Bristol Myers Shareholder Lawsuit Over CAR-T
According to the amended complaint, Bristol Myers Squibb submitted a biologics license application for Breyanzi with a materially deficient chemistry, manufacturing, and controls section, offering only summaries where the FDA requires full data. Manufacturing facilities in Bothell, Washington, and Houston, Texas, were not ready for FDA inspection despite extra preparation time created by pandemic-related regulatory delays; former employees reportedly described the problems as “pervasive and obvious” and known for months. The company also allegedly submitted unclear responses to FDA inspection findings and did not supplement them until December 18, 2020, two weeks before the deadline. The complaint cites an FDA biologics expert who said Breyanzi’s 415-day path from application to approval was nearly twice the average for comparable therapies, and that the company filed 96 amendments to its application, far more than typical.7Cohen Milstein. Consolidated Amended Class Action Complaint
UMB Bank separately alleges that Bristol Myers Squibb breached the contract by refusing to let the trustee review information about the company’s preparations for approval, and by directing the Depository Trust Company to delete its entire CVR position from the electronic system on January 11, 2021, shortly after the agreement terminated.4BioPharma Dive. Bristol Myers Shareholder Lawsuit Over CAR-T8Midpage. UMB Bank, N.A. v. Bristol-Myers Squibb
Where the Case Stands Now
UMB Bank filed a fresh complaint on November 14, 2024, after curing an earlier standing defect involving its appointment as trustee. The current damages figure is roughly $6.7 billion, up from the $6.4 billion cited in earlier filings.9World Pharmaceuticals. Bristol Myers Squibb Hit With Renewed $6.7bn Charge Over Delayed Cancer Drug Approvals
On December 1, 2025, Judge Furman issued a mixed ruling on Bristol Myers Squibb’s motion to dismiss. He dismissed the claim that the company breached its obligation to maintain the CVR security register, along with some other post-expiration claims. But the core breach-of-contract claim, that Bristol Myers Squibb failed to use diligent efforts to secure FDA approvals, survived. A related claim under the implied covenant of good faith and fair dealing tied to the DTC delisting also moved forward.10Yahoo Finance Canada. Bristol Myers Must Face $6.7 Billion Lawsuit8Midpage. UMB Bank, N.A. v. Bristol-Myers Squibb
The case is docketed as No. 24-CV-8668 in the Southern District of New York and is in active discovery. Initial expert disclosures on the core claims are due August 17, 2026, and rebuttal disclosures are due October 1, 2026.11PACER Monitor. UMB Bank, N.A. v. Bristol-Myers Squibb Company et al
The Separate Securities Fraud Case
A different group of CVR holders brought a federal securities fraud class action making related allegations, but under a stricter legal standard requiring proof that executives knowingly deceived investors. Judge Furman dismissed that case in March 2023, finding the plaintiffs had not shown any specific executive knew about or directed the alleged missteps and that the “more compelling inference” was that the delays reflected “embarrassing, but not ‘extreme’ setbacks during an unprecedented pandemic.”12Skadden. In Re Bristol-Myers Squibb Company CVR Securities Litigation The Second Circuit heard oral argument on the plaintiffs’ appeal on October 25, 2024, and no decision has issued.13Bloomberg Law. Second Circuit Weighs Whether Bristol Myers Delayed Cancer Drug
That dismissal does not affect the UMB Bank contract case. The two suits rest on different theories: fraud requires intent to deceive, while the contract claim only asks whether Bristol Myers Squibb met its “diligent efforts” obligation under the CVR agreement.14Fierce Pharma. Bristol Myers Dodges One $6.4B Celgene Buyout CVR Suit, but Headache Far From Over