Re: First Amendment to the Memorandum of UnderstandingLetter Agreement • 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.
STRICTLY CONFIDENTIAL October 28, 2017 Dear Stefano:Novartis Ag • December 7th, 2017 • 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.
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”).
Re: First Amendment to the Tender and Support AgreementsLetter 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.
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...Novartis Ag • December 7th, 2017 • Pharmaceutical preparations
STRICTLY CONFIDENTIAL October 28, 2017 Dear Gérard:Novartis Ag • December 7th, 2017 • 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.
