[CHIRON LETTERHEAD]
Direct Dial: (000) 000-0000
Law Department
December 6, 2000
VIA FACSIMILE AND FEDERAL EXPRESS
000-000-0000
Novartis Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Vice President and Associate
General Counsel
Dear Sirs:
This letter confirms the agreement between Chiron Corporation ("Chiron") on
behalf of itself and its wholly-owned subsidiary Chiron SpA, on the none hand,
and Novartis Corporation ("Novartis") to amend that certain Limited Liability
Company Agreement between them, dated as of December 28,1995,as amended (the
"LLC Agreement") in certain respects. Terms not defined in this letter shall
have the meanings set forth in the LLC Agreement.
1. Section 2.3.1 of the LLC Agreement shall be amended to extend the date
through which Chiron may sell Units of Membership Interest to Novartis from
December 31, 2000 to December 31 2001 and thereby extending the period of
time within which Chiron may apply the proceeds of the sale of such Units
to offset the R&D Costs of the Funded Projects.
2. Section 2.3.3 of the LLC agreement shall be amended to replace subsection
(f) with the following:
" (f) in 2000, any unused portion of the funding limit for 1999, but in no event
more than Nineteen million three hundred thousand dollars (US $19,300,000) and
(g) in 2001, any unused portion of the funding limit for 2000, but in no event
more than Twelve million one hundred thousand dollars (US $12,100,000) so that
the total funding amount does not exceed Two hundred sixty five million dollars
(US $265,000,000)."
If the foregoing accurately reflects our understanding effective as of the date
of this letter, please sign and return one copy to me.
Very truly yours
CHIRON CORPORATION
/s/ Xxxxxxx X. Xxxxx
By: Xxxxxxx X. Xxxxx
Senior Vice President and General Counsel
Agreed:
NOVARTIS CORPORATION
By: /s/ Xxxx Xxxxxxxx
Its: Vice President & Associate General Counsel
cc: Xxxxxxx Gut
Xxxxxx Xxxxx
