AGREEMENT FOR PURCHASE AND SALE OF STOCK OF EON LABS, INC. by and between NOVARTIS CORPORATION, as PURCHASER, SANTO HOLDING (DEUTSCHLAND) GMBH, as SELLER, AND, FOR THE PURPOSES OF SECTION 12 ONLY, NOVARTIS AG Dated as of February 20, 2005 TABLE OF...Purchase and Sale Agreement • March 2nd, 2005 • Novartis Ag • Pharmaceutical preparations
EXHIBIT 1 --------- JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto)...Joint Filing Agreement • November 2nd, 2005 • Novartis Ag • Pharmaceutical preparations
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Idenix Pharmaceuticals, Inc., a Delaware corporation.
JOINT FILING AGREEMENTJoint Filing Agreement • March 2nd, 2005 • Novartis Ag • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D with respect to the beneficial ownership of shares of Common Stock of Eon Labs, Inc. is filed jointly, on behalf of each of them. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
by and amongAgreement and Plan of Merger • March 2nd, 2005 • Novartis Ag • Pharmaceutical preparations • Delaware
SERVICES AGREEMENTServices Agreement • January 12th, 2018 • Novartis Ag • Pharmaceutical preparations • New York
This SERVICES AGREEMENT (this “Agreement”), dated as of January 11, 2018 (the “Execution Date”), is entered into by and between Novartis Pharma AG (“Novartis Pharma”), a wholly owned subsidiary of Novartis AG (the “Parent”), and Gérard Ber (the “Consultant”). (Each of Novartis Pharma and the Consultant are a “Party”, and together, the “Parties”). Capitalized terms not otherwise defined herein shall have the same meaning as in the MoU (as defined below).
NOVARTIS AG and GLAXOSMITHKLINE PLC and GLAXOSMITHKLINE CONSUMER HEALTHCARE HOLDINGS LIMITED DEED OF AMENDMENT AND RESTATEMENT relating to theContribution Agreement • January 27th, 2016 • Novartis Ag • Pharmaceutical preparations
ContractSale and Purchase Agreement • January 27th, 2016 • Novartis Ag • Pharmaceutical preparations
Confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission
NOVARTIS AG and GLAXOSMITHKLINE PLC DEED OF AMENDMENT AND RESTATEMENT relating to theShare and Business Sale Agreement • January 27th, 2016 • Novartis Ag • Pharmaceutical preparations
Schedule 8 Product Approvals and Product Applications Part 1 Terms relating to the Product Approvals and Product Applications 132
AGREEMENT AND PLAN OF MERGER by and among NOVARTIS CORPORATION ZODNAS ACQUISITION CORP. an indirect, wholly owned subsidiary of Novartis Corporation EON LABS, INC. and for purposes of Section 10.12 only, NOVARTIS AG Dated as of February 20, 2005Merger Agreement • January 30th, 2006 • Novartis Ag • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of this 20th day of February 2005, by and among Novartis Corporation, a New York corporation (“Novartis”), Zodnas Acquisition Corp., an indirect, wholly owned Subsidiary of Novartis (“Merger Sub”), Eon Labs, Inc., a Delaware corporation (the “Company”) and, for purposes of Section 10.12 only, Novartis AG, a Swiss Company (“Parent”).
Re: First Amendment to the Memorandum of UnderstandingMemorandum of Understanding • December 7th, 2017 • Novartis Ag • Pharmaceutical preparations
Reference is hereby made to that certain Memorandum of Understanding dated as of October 28, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Memorandum of Understanding”), by and between Novartis AG (“Parent”) and Advanced Accelerator Applications S.A. (the “Company”). Capitalized terms used but not defined in this letter (this “Letter Agreement”) shall have the respective meanings given to them in the Memorandum of Understanding.
Novartis Pharma AG AND Momenta Pharmaceuticals, Inc. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 4th, 2006 • Novartis Ag • Pharmaceutical preparations • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of July 25, 2006, by and between Novartis Pharma AG (the “Investor”), a corporation organized under the laws of Switzerland, with its principal place of business at Lichtstraße 35, CH 4058 Basel BS, and Momenta Pharmaceuticals, Inc. (the “Company”), a Delaware corporation with its principal place of business at 675 West Kendall Street, Cambridge, Massachusetts 02142.
Shareholders AgreementShareholders Agreement • January 28th, 2009 • Novartis Ag • Pharmaceutical preparations
WHEREAS, concurrently with the execution and delivery of this Agreement, the Seller and the Buyer have entered into the Purchase and Option Agreement dated as of 6 April 2008 (the “Purchase and Option Agreement”), concerning the sale by the Seller and the purchase by the Buyer of certain Common Shares;
STRICTLY CONFIDENTIAL October 28, 2017 Dear Stefano:Letter Agreement • December 7th, 2017 • Novartis Ag • Pharmaceutical preparations
In our capacity as possible future controlling shareholder of Advanced Accelerator Applications S.A. (441 417 110 RCS Bourg-en-Bresse) (“AAA”) following the Closing (as defined below), we are pleased to confirm the attached terms, on the terms and conditions set forth in this letter agreement.
Novartis Pharma AG AND Momenta Pharmaceuticals, Inc. STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 4th, 2006 • Novartis Ag • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of July 25, 2006, by and between Novartis Pharma AG (the “Investor”), a corporation organized under the laws of Switzerland, with its principal place of business at Lichtstraße 35, CH 4058 Basel BS, and Momenta Pharmaceuticals, Inc. (the “Company”), a Delaware corporation with its principal place of business at 675 West Kendall Street, Cambridge, Massachusetts 02142.
FIRST AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • January 27th, 2015 • Novartis Ag • Pharmaceutical preparations • New York
THIS STOCK AND ASSET PURCHASE AGREEMENT (as it may be amended or supplemented from time to time in accordance with the terms hereof, this Agreement), dated as of April 22, 2014, is entered into by and between Novartis AG, a company incorporated under the laws of Switzerland (the Seller), and Eli Lilly and Company, a corporation organized under the laws of Indiana (the Purchaser; each of the Purchaser and the Seller is a Party and together are the Parties).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • December 7th, 2017 • Novartis Ag • Pharmaceutical preparations • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 28, 2017, by and between Novartis AG, a company organized under the laws of Switzerland (“Parent”) and [ ] (“Shareholder”).
Purchase and Option Agreement As of 6 April 2008 (this “Agreement”) Between Nestlé S.A. Avenue Nestlé, 55 1800 Vevey Switzerland (the “Seller”) and Novartis AG Lichtstrasse 35 4056 Basel Switzerland (the “Buyer”) Concerning the Sale and Purchase of...Purchase and Option Agreement • January 28th, 2009 • Novartis Ag • Pharmaceutical preparations
WHEREAS, concurrently with the execution and delivery of this Agreement, the Buyer and the Seller are entering into a shareholders agreement, dated as of even date herewith (as amended from time to time, the “Shareholders Agreement”), providing for certain corporate governance matters of the Company and certain other agreements between the Buyer and the Seller;
Re: First Amendment to the Tender and Support AgreementsTender and Support Agreement • December 7th, 2017 • Novartis Ag • Pharmaceutical preparations
Reference is hereby made to the following Tender and Support Agreements, dated as of October 28, 2017 (each as amended, restated, supplemented or otherwise modified from time to time, a “Tender and Support Agreement,” and collectively, the “Tender and Support Agreements”), by and between Novartis AG (“Parent”) and (i) Stefano Buono, (ii) Gérard Ber, (iii) Claudio Costamagna, (iv) CC & Soci S.r.l., (v) Christine Mikail Cvijic, (vi) Kapil Dhingra, (vii) Steven Gannon, (viii) Heinz Mäusli, (ix) Christian Merle, (x) François Nader and (xi) Leopoldo Zambeletti (each of the persons in the foregoing clauses (i) through (xi), a “Shareholder,” and collectively, the “Shareholders”). Capitalized terms used but not defined in this letter (this “Letter Agreement”) shall have the respective meanings given to them in the respective Tender and Support Agreement.
STRICTLY CONFIDENTIAL October 28, 2017 Dear Gérard:Letter Agreement • December 7th, 2017 • Novartis Ag • Pharmaceutical preparations
In our capacity as possible future controlling shareholder of Advanced Accelerator Applications S.A. (441 417 110 RCS Bourg-en-Bresse) (“AAA”) following the Closing (as defined below), we are pleased to confirm the attached terms, on the terms and conditions set forth in this letter agreement.
Delisting Agreement Relating to the Delisting of MorphoSys AGDelisting Agreement • July 5th, 2024 • Novartis Ag • Pharmaceutical preparations
The Bidder, the Parent and the Company shall herein also individually be referred to as a “Party”, and collectively as the “Parties”.
Exhibit (d)(3) CONFIDENTIALITY AGREEMENT August 22, 2017 Novartis International AG Lichtstrasse 35 4056 Basel Switzerland Attention: Head Legal M&A Ladies and Gentlemen: In connection with your consideration of a possible acquisition of Advanced...Confidentiality Agreement • December 7th, 2017 • Novartis Ag • Pharmaceutical preparations
MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENTMutual Confidential Disclosure Agreement • April 11th, 2024 • Novartis Ag • Pharmaceutical preparations
This Mutual Confidential Disclosure Agreement (“Agreement”), effective as of November 27, 2023 (“Effective Date”), is made and entered into between:
Security blockage agreement regarding certain shares in MorphoSys AG dated 27 June 2024Security Blockage Agreement • July 5th, 2024 • Novartis Ag • Pharmaceutical preparations
Employment ContractEmployment Contract • January 30th, 2006 • Novartis Ag • Pharmaceutical preparations
Your Employment Contract consists of the employment conditions as set forth in this contract and the internal rules and regulations (attached or referred to herein), which constitute an integral part of this Contract.
Dated 26 October 2014 NOVARTIS AG and CSL LIMITED SHARE AND BUSINESS SALE AGREEMENT relating to the Flu GroupShare and Business Sale Agreement • January 27th, 2015 • Novartis Ag • Pharmaceutical preparations
Joint Filing Agreement PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • April 18th, 2024 • Novartis Ag • Pharmaceutical preparations
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • December 19th, 2017 • Novartis Ag • Pharmaceutical preparations
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [*****].Share Repurchase Agreement • April 26th, 2022 • Novartis Ag • Pharmaceutical preparations
Agreement As of 11 April 2007 (this “Agreement”) Between Novartis AG Lichtstrasse 35 4056 Basel Switzerland (the “Seller”) and Nestlé S.A. Avenue Nestlé, 55 1800 Vevey Switzerland (the “Buyer”) Concerning the Sale and Purchase of the Seller’s Gerber...Sale and Purchase Agreement • January 28th, 2008 • Novartis Ag • Pharmaceutical preparations
WHEREAS, the Seller directly or indirectly owns all of the issued and outstanding share capital of (i) Gerber Products Company, a Michigan corporation (“Gerber Products”), (ii) Gerber Products Company of Puerto Rico, Inc., a company organized under the laws of Puerto Rico (“Gerber Puerto Rico”), (iii) Gerber Chile S.A., a company organized under the laws of Chile, (iv) Gerber Finance Company, a Delaware corporation, (v) Alima-Gerber S.A., a company organized under the laws of Poland (“Gerber Poland”), (vi) Gerber Holdings de Mexico SA de CV, a company organized under the laws of Mexico (“Gerber Holdings Mexico”), (vii) Productos Gerber SA de CV, a company organized under the laws of Mexico (“Gerber Mexico”), (viii) Productos Gerber de Centroamerica S.A., a company organized under the laws of Costa Rica, (ix) Novartis Nutrition de Venezuela S.A., a company organized under the laws of Venezuela (“Gerber Venezuela”), (x) Gerber Ingredients S.A., a company organized under the laws of Costa
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • January 31st, 2024 • Novartis Ag • Pharmaceutical preparations
JOINT FILING AGREEMENTJoint Filing Agreement • December 8th, 2015 • Novartis Ag • Pharmaceutical preparations
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.0001 per share, of Momenta Pharmaceuticals, Inc., a Delaware corporation.
ContractShareholders’ Agreement • January 27th, 2016 • Novartis Ag • Pharmaceutical preparations
Confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission
QuickLinks -- Click here to rapidly navigate through this documentDeposit Agreement • January 28th, 2005 • Novartis Ag • Pharmaceutical preparations
JOINT FILING AGREEMENTJoint Filing Agreement • February 12th, 2016 • Novartis Ag • Pharmaceutical preparations
The undersigned hereby agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
AGREEMENT FOR PURCHASE AND SALE OF STOCK OF EON LABS, INC. by and between NOVARTIS CORPORATION, as PURCHASER, SANTO HOLDING (DEUTSCHLAND) GMBH, as SELLER, AND, FOR THE PURPOSES OF SECTION 12 ONLY, NOVARTIS AG Dated as of February 20, 2005Purchase and Sale Agreement • January 30th, 2006 • Novartis Ag • Pharmaceutical preparations
Novartis Corporation, a company organized under the laws of the State of New York (“Purchaser”) with its principal office located at 608 Fifth Avenue, New York, NY 10020 USA;
