NOVARTIS CORPORATION
000 XXXXX XXXXXX
XXX XXXX, XX 00000
CAM North America, LLC
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx, President and Chief Executive Officer
APRIL 3, 2006
Dear Xx. Xxxxxx:
Reference is made to (1) that certain Agreement and Plan of Merger,
dated as of October 30, 2005, by and among Chiron Corporation, a Delaware
corporation ("CHIRON"), Novartis Corporation, a New York corporation ("NOVARTIS
CORP"), Novartis Biotech Partnership, Inc., a Delaware corporation and a wholly
owned indirect subsidiary of Novartis AG, a Swiss corporation ("NOVARTIS AG")
and an indirect subsidiary of Novartis Corp, and, solely for purposes of Section
10.14 thereof, Novartis AG (as it may be amended, supplemented, modified or
waived from time to time, the "MERGER AGREEMENT"), and (2) the Schedule 13D/A
(the "SCHEDULE 13D") relating to Chiron filed by CAM North America, LLC ("CAM")
and certain other filing persons with the U.S. Securities and Exchange
Commission on January 26, 2006.
Pursuant to our recent discussions, in consideration of and subject
to Novartis Corp and Chiron agreeing to amend the Merger Agreement (as so
amended, the "AMENDED MERGER AGREEMENT") to provide for an increase in the
Merger Consideration (as defined in the Merger Agreement) from $45.00 to $48.00
in cash per share of Chiron common stock, par value $0.01 per share (the "CHIRON
COMMON SHARES"), CAM hereby agrees as follows:
1. Contemporaneously with the public announcement of the Amended Merger
Agreement, CAM intends and will use its reasonable best efforts to file
or cause to be filed an amendment to the Schedule 13D stating that CAM,
Xxxxx Xxxxxx Fund Management LLC and Salomon Brothers Asset Management
Inc. (Xxxxx Xxxxxx Fund Management LLC and Salomon Brothers Asset
Management Inc. hereinafter referred to as the "OTHER ENTITIES") support
the Amended Merger Agreement and, subject to fiduciary and/or regulatory
obligations, will vote or cause to be voted all of the Chiron Common
Shares owned by CAM or the Other Entities or over which CAM or the Other
Entities has voting authority or control in favor of the proposal to
adopt the Amended Merger Agreement at the special meeting of Chiron's
stockholders to be convened and held on April 19, 2006 (or in no event
later than April 21, 2006 or, in the event of comments or request for a
longer solicitation period by the Securities and Exchange Commission or
its staff, in no event later than May 12, 2006) to consider adoption of
the Amended Merger Agreement (the "SPECIAL MEETING"). CAM ac-
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knowledges that the Amended Merger Agreement may not be subject to the
affirmative vote of a majority of the outstanding shares of Common
Stock excluding shares of Common Stock owned by the Novartis
Companies.
0.Xx the Special Meeting, CAM, subject to fiduciary and/or regulatory
obligations, will vote or cause to be voted all of the Chiron Common
Shares owned by CAM or the Other Entities or over which CAM or the Other
Entities has voting authority or control in favor of the proposal to
adopt the Amended Merger Agreement at the Special Meeting, to the extent
such Special Meeting is convened and held on April 19, 2006 (or in no
event later than April 21, 2006 or, in the event of comments or request
for a longer solicitation period by the Securities and Exchange
Commission or its staff, in no event later than May 12, 2006).
3.From and after the date hereof and through the completion of the Special
Meeting, to the extent such Special Meeting is convened and held on
April 19, 2006 (or in no event later than April 21, 2006 or, in the
event of comments or request for a longer solicitation period by the
Securities and Exchange Commission or its staff, in no event later than
May 12, 2006), CAM, subject to fiduciary and/or regulatory obligations
and any sales or redemptions generated by fiduciary accounts and/or
mutual funds managed by it, will cause no action to be taken that would
result in CAM or the Other Entities losing the power to vote or control
the voting of the Chiron Common Shares over which any of them has voting
authority or control as of the date hereof.
This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and performed in such State, without regard to the conflicts of laws rules of
such State.
This letter agreement may be executed in any number of counterparts,
each such counterpart being deemed to be an original instrument and all such
counterparts shall together constitute the same agreement.
* * * * *
If the foregoing properly reflects our agreement, please so indicate
by acknowledging and agreeing below.
Very truly yours,
NOVARTIS CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President & Associate
General Counsel
ACKNOWLEDGED AND AGREED THIS 3rd DAY OF April 2006:
CAM NORTH AMERICA LLC
By: /s/ Xxxxx Xxxxxx
---------------------------
Name: Xxxxx Xxxxxx
Title: President and Chief Executive Officer
CHIRON CORPORATION
By: /s/ Xxxxxx Xxxx
--------------------------
Name: Xxxxxx Xxxx
Title: Chief Executive Officer
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