NVS » Topics » ARTICLE III MISCELLANEOUS

This excerpt taken from the NVS 20-F filed Jan 31, 2007.

ARTICLE III
MISCELLANEOUS

        Section 3.1    NO FURTHER AMENDMENT.    Except as expressly amended hereby, the Merger Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Merger Agreement or any of the documents referred to therein.

        Section 3.2    EFFECT OF AMENDMENT.    This Amendment shall form a part of the Merger Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Merger Agreement shall be deemed a reference to the Merger Agreement as amended hereby.

        Section 3.3    GOVERNING LAW.    This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws.

        Section 3.4    SEPARABILITY CLAUSE.    In case any one or more of the provisions contained in this Amendment should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected, impaired, prejudiced or disturbed thereby.

        Section 3.5    COUNTERPARTS.    This Amendment may be simultaneously executed in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute one and the same instrument.

        Section 3.6    HEADINGS.    The descriptive headings of the several Articles of this Amendment were formulated, used and inserted in this Amendment for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

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        IN WITNESS WHEREOF, Novartis Corp, Merger Sub, and Chiron have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

    NOVARTIS CORPORATION

 

 

By:

/s/  
GEORGE MILLER      
George Miller
General Counsel

       

    NOVARTIS BIOTECH PARTNERSHIP. INC.

 

 

By:

/s/  
WAYNE P. MERKELSON      
Wayne P. Merkelson
Vice President

       

    CHIRON CORPORATION

 

 

By:

/s/  
HOWARD PIEN      
Howard Pien
Chief Executive Officer

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This excerpt taken from the NVS 20-F filed Jan 30, 2006.

XIV.
MISCELLANEOUS

 

1.                                       The fees for the notarization, all transfer taxes (including real estate transfer taxes, if any) as well as all costs, fees and expenses resulting from the merger control proceedings pursuant to Part XII above shall be borne by the Purchaser. Apart there from, each Party hereto shall bear its own costs and taxes and the costs of its advisors connected with, or resulting from, the execution and consummation of this Agreement.

 

2.                                       Changes and amendments to this Agreement as well as declarations to be made hereunder shall be valid only if made in writing unless a notarial deed is legally required. This shall also apply to any change of this Section 2.

 

3.            (a)                                     The Sellers shall jointly appoint a person or a legal entity, which is authorized to make and accept with legally binding effect for the Sellers all declarations under this Agreement or in consummation thereof.

 

The Sellers jointly appoint as such agent:

 

Dr. Thomas Strüngmann
[Address Redacted]

 

Tel.: [Redacted]
Fax: [Redacted]

 

(b)                                 The Purchaser and Novartis shall jointly appoint a person or a legal entity, which is authorized to make and accept with legally binding effect for the

 

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Purchaser and Novartis all declarations under this Agreement or in consummation thereof.

 

The Purchaser and Novartis jointly appoint as such agent:

 

Novartis AG
- General Counsel -
Lichtstrasse 35
4056 Basle, Switzerland
Tel.: +41 61 324 24 28
Fax: +41 61 324 3731

 

(c)                                  A change in the person or legal entity or address of such agents shall be effective for the other Parties only one month following the receipt of a written notification as to such change. Until the lapse of such period, the authority of the previous agent as well as its address shall be deemed to continue.

 

4.                                       If a provision of this Agreement should be or become invalid or not contain a necessary regulation, the validity of the other provisions of this Agreement shall not be affected thereby. The invalid provision shall be replaced and the gap be filled by a legally valid arrangement which corresponds as closely as possible to the intention of the Parties or what would have been the intention of the Parties according to the aim and purpose of this Agreement if they had recognized the gap.

 

5.                                       The Annexes to this Agreement form an integral part of the Agreement. Statements in one provision or Annex to this Agreement shall be deemed to have been made also for the purposes of all other provisions of and Annexes to this Agreement.

 

6.                                       This Agreement shall be governed by the laws of the Federal Republic of Germany. The exclusive place of venue shall be Munich.

 

7.                                       None of the Parties hereto shall be entitled to set-off against any claims under this Agreement except as expressly set forth hereunder.

 

8.                                       None of the Parties hereto shall make, or cause to be made, except as maybe otherwise required by law, any disclosure or announcement in respect of this Agreement, its contents or any of the transactions contemplated thereby to any third party in the business community, without the prior written consent of the other Parties. The Parties hereto shall mutually agree on the content and timing of any press release or other public statement relating to this Agreement or any transaction hereunder and

 

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EXCERPTS ON THIS PAGE:

20-F
Jan 31, 2007
20-F
Jan 30, 2006
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