[LETTERHEAD]
December 31, 1999
Novartis Corporation VIA FACSIMILE AND FEDERAL EXPRESS
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Vice President and
Associate General Counsel
Gentlemen:
This letter confirms the agreement between Chiron Corporation ("Chiron") on
behalf of itself and its wholly-owned subsidiary, Chiron SpA, on the one 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 meaning 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, 1999 to December 31, 2000, without thereby extending
the period within which R&D Costs may be included within the Net
Purchased Amount.
2. SECTION 2.3.3. OF THE LLC AGREEMENT shall be amended to replace
subsection (e) with the following:
"(e) in 1999, Fifty million three hundred thousand dollars (US
$50,300,000) plus any unused portion of the funding limit for 1998
which unused portion amounts to Eight million dollars (US $8,000,000);
and
(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) 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, AGREED:
CHIRON CORPORATION NOVARTIS CORPORATION
/s/ Xxxxxxx X. Xxxxx
By: Xxxxxxx X. Xxxxx By: /s/ Xxxx Xxxxxxxx
Senior Vice President and --------------------------
General Counsel
Title: Vice President & Associate
General Counsel
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cc: Xxxxxxx Gut
Xxxxxx Xxxxx
