Novartis AG (NVS)

6.6          Tax Indemnification

The rights and obligations of the parties with respect to indemnification for any and all Taxes will be governed solely by this Section 6.6.

(a)           General Principle:  Subject to the provisions of this Section 6.6, the Seller will indemnify the Buyer for Excluded Taxes, net of any Tax benefits attributable to the incurrence or payment of such Taxes, and the Buyer shall be responsible for all other Taxes relating to the Companies, the Purchased Assets and the Business.

(b)          Allocation:  With respect to any Tax that is payable with respect to a Straddle Period, the amount of such Tax allocable to the Pre-Closing Period will be deemed equal to the Tax that would be payable if the taxable period ended at the close of business on the Closing Date; provided, however, that, in the case of a Tax imposed on a periodic basis and measured by the level of any item (such as a capital Tax), the amount of such Tax allocable to the Pre-Closing Period will be determined by multiplying the Tax by a fraction the numerator of which is the number of calendar days in the portion of the period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period.

(c)           Exclusions:  Notwithstanding anything to the contrary herein, the liability of the Seller to indemnify for Excluded Taxes under this Section 6.6 will not apply if and to the extent that such Taxes arise from or are increased by any act or omission by the Buyer or its Affiliates, or following the Closing Date, by any Company other than in the ordinary course of business, or to the extent that, as of the Closing Date, such Taxes have been properly collected or withheld in accordance with applicable law but not yet remitted to the relevant Governmental Authority.

(d)          Survival/Exclusivity:  The obligation of the Seller to indemnify the Buyer for Excluded Taxes under this Section 6.6 will terminate on the date which is ninety (90) days after the expiration of the statute of limitations with respect to such Taxes.

(e)           Indemnification payments by the Seller of any Taxes due under this Section 6.6 will be made within thirty (30) days following written notice by the Buyer that payment of any amounts to the appropriate Governmental Authority is due, provided that the Seller will not be required to make any payment earlier than two (2) days before such Taxes are due to the appropriate Governmental Authority.  Upon request by the Seller, the Buyer will deliver to the Seller reasonable documentary evidence that such Taxes are due and payable.  In the case of any Tax that is contested in accordance with the provisions of Section 6.8, payment of such Tax to the appropriate Governmental Authority will be considered due no earlier than the date a final determination to such effect is made by

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6.6   Tax Indemnification

The rights and obligations of the parties with respect to indemnification for any and all Taxes will be governed solely by this Section 6.6.

(a)

General Principle: Subject to the provisions of this Section 6.6, the Seller will indemnify the Buyer for Excluded Taxes, net of any Tax benefits attributable to the incurrence or payment of such Taxes, and the Buyer shall be responsible for all other Taxes relating to the Companies, the Purchased Assets and the Business.



(b)

Allocation: With respect to any Tax that is payable with respect to a Straddle Period, the amount of such Tax allocable to the Pre-Closing Period will be deemed equal to the Tax that would be payable if the taxable period ended with the Closing Date; provided, however, that, in the case of a Tax imposed on a periodic basis and measured by the level of any item (such as a capital Tax), the amount of such Tax allocable to the Pre-Closing Period will be determined by multiplying the Tax by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire taxable period.



(c)

Exclusions: Notwithstanding anything to the contrary herein, the liability of the Seller to indemnity for Excluded Taxes under this Section 6.6 will not apply if and to the extent that such Taxes arise from or are increased by any act or omission by the Buyer or its Affiliates, or following the Closing Date, by any Company other than in the ordinary course of business, or to the extent that, as of the Closing Date, such Taxes have been properly collected or withheld in accordance with applicable law but not yet remitted to the relevant Governmental Authority.



(d)

Survival/Exclusivity: The obligation of the Seller to indemnify the Buyer for Excluded Taxes under this Section 6.6 will terminate on the date which is ninety (90) days after the expiration of the statute of limitations with respect to such Taxes.



(e)

Indemnification payments by the Seller of any Taxes due under this Section 6.6 will be made within thirty (30) days following written notice by the Buyer that payment of any amounts to the appropriate Governmental Authority is due, provided that the Seller will not be required to make any payment earlier than two (2) days before such Taxes are due to the appropriate Governmental Authority. Upon request by the Seller, the Buyer will deliver to the Seller reasonable documentary evidence that such Taxes are due and payable. In the case of any Tax that is contested in accordance with the provisions of Section 6.8, payment of such Tax to the appropriate Governmental Authority will be considered due no earlier than the date a final determination to such effect is made by the appropriate Governmental Authority or a court of proper jurisdiction.