AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • January 31st, 2007 • Novartis Ag • Pharmaceutical preparations • Delaware
This AMENDMENT NO. 1 (this "AMENDMENT"), dated as of April 3, 2006, to the Agreement and Plan of Merger, dated as of October 30, 2005 (the "MERGER AGREEMENT"), by and among Novartis Corporation, a New York corporation and an indirect wholly owned subsidiary of Novartis AG ("Parent"), a Swiss corporation ("NOVARTIS CORP"), Novartis Biotech Partnership, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent AG ("MERGER Sub"), Chiron Corporation, a Delaware corporation ("CHIRON"), and for purposes of Section 10.14 thereof only, Parent.
Agreement As of 14 December 2006 (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...Agreement • January 31st, 2007 • Novartis Ag • Pharmaceutical preparations
WHEREAS, the Seller directly or indirectly owns all of the issued and outstanding share capital (the "Shares") of (i) Novartis Nutrition GmbH ("Nutrition GmbH Austria"), (ii) Novartis Nutrition S.A.S. ("Nutrition S.A.S."), (iii) Novartis Nutrition GmbH (Germany) ("Nutrition GmbH Germany"), (iv) Novartis Nutrition K.K. ("Nutrition K.K."), (v) Novartis Medical Nutrition (Sweden) AB ("Nutrition AB") and (vi) Novartis Nutrition Corporation ("Nutrition Corporation") (collectively, the "Companies"), and of the Asset Selling Subsidiaries (as defined below);
