UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated September 18,
2024
(Commission File No. 1-15024)
Novartis AG
(Name of Registrant)
Lichtstrasse
35
4056 Basel
Switzerland
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F: x Form 40-F: ¨
EXPLANATORY NOTE
In connection with the issuance by Novartis Capital Corporation of
$1,000,000,000 aggregate principal amount of 3.800% Notes due 2029 (the “2029 Notes”), $850,000,000 aggregate principal amount
of 4.000% Notes due 2031 (the “2031 Notes”), $1,100,000,000 aggregate principal amount of 4.200% Notes due 2034 (the “2034
Notes”) and $750,000,000 aggregate principal amount of 4.700% Notes due 2054 (the “2054 Notes”), Novartis AG is filing
the following documents solely for incorporation into the Registration Statement on Form F-3 (File Nos. 333-282133 and 333-282133-01).
Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: |
September 18, 2024 | Novartis AG |
| |
| | |
| |
| By: | /s/ Daniel Weiss |
| |
| | Name: |
Daniel Weiss |
| |
| | Title: |
Authorized Signatory |
Exhibit 1.1
Terms Agreement
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, NY 10020
As Representatives of the several Underwriters named in Schedule I
hereto
September 16, 2024
Ladies and Gentlemen:
Novartis Capital Corporation (the “Issuer”)
proposes, subject to the terms and conditions stated in this Terms Agreement (this “Agreement”) and in the Underwriting
Agreement Standard Provisions, a copy of which is attached hereto as Annex A (the “Underwriting Agreement”), to issue
and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Debt Securities specified in Schedule
II hereto (the “Designated Debt Securities”). The Designated Debt Securities will be fully and unconditionally guaranteed
by Novartis AG (the “Guarantor”) as to payment of principal and interest (the “Designated Guarantees”
and, together with the Designated Debt Securities, the “Designated Securities”). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent
as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein, as modified
by this Agreement, shall be deemed to have been made at and as of the date of this Agreement, provided that each representation and warranty
which refers to the Basic Prospectus, Pricing Disclosure Package or the Prospectus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation or warranty only as of the date of this Agreement in relation to the Basic Prospectus, Pricing Disclosure
Package or the Prospectus, as amended or supplemented, relating to the Designated Securities which are the subject of this Agreement.
Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.
The Representatives designated to act on behalf of each of the Underwriters of the Designated Securities pursuant to Section 14
of the Underwriting Agreement and the address of the Representatives referred to in such Section 14 are set forth at the end of
Schedule II hereto. Schedule III sets forth each Issuer Free Writing Prospectus that is part of the Pricing Disclosure Package and any
additional documents incorporated by reference into the Pricing Disclosure Package that were filed with the Commission subsequent to
the Commission’s close of business on the business day immediately prior to the date of this Agreement. Schedule IV sets forth
all documents that the Issuer, the Guarantor and the Representatives agree are to be included in the Pricing Disclosure Package. The
final term sheets prepared in accordance with Section 5(a) of the Underwriting Agreement are attached hereto as Schedule V.
Terms Agreement
The “Applicable Time”
means 4:00 p.m. New York time on the date hereof.
An amendment of the Registration Statement, or a
supplement to the Basic Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you
is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein
and in the Underwriting Agreement incorporated herein by reference, the Issuer agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to purchase from the Issuer, at the time and place and at the purchase
price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name
of such Underwriter in Schedule I hereto.
All
statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by
mail, electronic mail or facsimile transmission to Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention:
General Counsel, Fax: (646) 291-1469; Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attention: Registration
Department, Fax: (212) 902-9316, Email: registration-syndops@ny.email.gs.com; J.P. Morgan Securities LLC, 383 Madison Avenue,
New York, NY 10179, Attention: Investment Grade Syndicate Desk, Fax: (212) 834-6081; Mizuho Securities USA LLC, 1271 Avenue of the Americas,
New York, NY 10020, Attention: Debt Capital Markets, Fax: (212) 205-7812, Email: legalnotices@mizuhogroup.com; and if to the Issuer or
the Guarantor shall be delivered or sent by mail or facsimile transmission to Novartis AG, Lichtstrasse 35, CH-4056 Basel, Switzerland,
Attention: Karen L. Hale, Chief Legal Officer and Christian Rehm Ph.D., Head Corporate and Finance Legal, Tel: +41 (61) 324 1111, or
such other address as the Issuer or the Guarantor shall notify in writing to the Representatives; provided, however, that
any notice to an Underwriter of Designated Securities pursuant to Section 9(c) of the Underwriting Agreement shall be delivered
or sent to such Underwriter at its address set forth in its Underwriters’ Questionnaire, which address will be supplied to the
Issuer or the Guarantor by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon
receipt thereof.
Terms Agreement
If the foregoing is in accordance with your understanding,
please sign and return to us five (5) counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters,
this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall
constitute a binding agreement between each of the Underwriters, the Issuer and the Guarantor. It is understood that your acceptance
of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Issuer and the Guarantor for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
This Agreement may be executed by any one or more
of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument. Delivery of this Agreement by one party to any other party may be
made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records
Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and
the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes.
| Very truly yours, |
| | | |
| | NOVARTIS
CAPITAL CORPORATION |
| | | |
| | By: | /s/
Eduard Marti |
| | | Name: |
Eduard
Marti |
| | | Title: |
Director,
President and Treasurer |
| | | |
| | NOVARTIS
AG |
| | | |
| | By: | /s/
Daniel Weiss |
| | | Name: |
Daniel
Weiss |
| | | Title: |
Authorized
Signatory |
| | | |
| | By: | /s/
Christian Rehm |
| | | Name: |
Christian
Rehm, Ph.D. |
| | | Title: |
Authorized
Signatory |
Terms Agreement
Accepted as of the date hereof:
By each of the Representatives
| CITIGROUP GLOBAL MARKETS INC. | |
| | |
| By: | /s/
Adam D. Bordner | |
| | Name: |
Adam D. Bordner | |
| | Title: |
Managing Director | |
| GOLDMAN SACHS & CO. LLC | |
| | |
| By: | /s/
Sam Chaffin | |
| | Name: |
Sam Chaffin | |
| | Title: |
Vice President | |
| J.P. MORGAN SECURITIES LLC | |
| | |
| By: | /s/
Som Bhattacharyya | |
| | Name: |
Som Bhattacharyya | |
| | Title: |
Executive Director | |
| MIZUHO SECURITIES USA LLC | |
| | |
| By: | /s/
Joseph Santaniello | |
| | Name: |
Joseph Santaniello | |
| | Title: |
Managing Director | |
Terms Agreement
SCHEDULE I
| Underwriter | |
2029 Notes | | |
2031 Notes | | |
2034 Notes | | |
2054 Notes | |
| Citigroup Global Markets Inc. | |
$ | 162,500,000 | | |
$ | 138,125,000 | | |
$ | 178,750,000 | | |
$ | 121,875,000 | |
| Goldman Sachs & Co. LLC | |
$ | 162,500,000 | | |
$ | 138,125,000 | | |
$ | 178,750,000 | | |
$ | 121,875,000 | |
| J.P. Morgan Securities LLC | |
$ | 162,500,000 | | |
$ | 138,125,000 | | |
$ | 178,750,000 | | |
$ | 121,875,000 | |
| Mizuho Securities USA LLC | |
$ | 162,500,000 | | |
$ | 138,125,000 | | |
$ | 178,750,000 | | |
$ | 121,875,000 | |
| Barclays Capital Inc. | |
$ | 83,300,000 | | |
$ | 70,805,000 | | |
$ | 91,630,000 | | |
$ | 62,475,000 | |
| HSBC Securities (USA) Inc. | |
$ | 83,400,000 | | |
$ | 70,890,000 | | |
$ | 91,740,000 | | |
$ | 62,550,000 | |
| SG Americas Securities, LLC | |
$ | 83,300,000 | | |
$ | 70,805,000 | | |
$ | 91,630,000 | | |
$ | 62,475,000 | |
| BNP Paribas Securities Corp. | |
$ | 40,000,000 | | |
$ | 34,000,000 | | |
$ | 44,000,000 | | |
$ | 30,000,000 | |
| Deutsche Bank Securities Inc. | |
$ | 40,000,000 | | |
$ | 34,000,000 | | |
$ | 44,000,000 | | |
$ | 30,000,000 | |
| Academy Securities, Inc. | |
$ | 5,000,000 | | |
$ | 4,250,000 | | |
$ | 5,500,000 | | |
$ | 3,750,000 | |
| Loop Capital Markets LLC | |
$ | 5,000,000 | | |
$ | 4,250,000 | | |
$ | 5,500,000 | | |
$ | 3,750,000 | |
| R. Seelaus & Co., LLC | |
$ | 5,000,000 | | |
$ | 4,250,000 | | |
$ | 5,500,000 | | |
$ | 3,750,000 | |
| Samuel A. Ramirez & Company, Inc. | |
$ | 5,000,000 | | |
$ | 4,250,000 | | |
$ | 5,500,000 | | |
$ | 3,750,000 | |
| Total | |
$ | 1,000,000,000 | | |
$ | 850,000,000 | | |
$ | 1,100,000,000 | | |
$ | 750,000,000 | |
SCHEDULE II
Title
of Designated Securities:
3.800% Notes due 2029 issued by Novartis Capital Corporation
(the “2029 Notes”)
4.000% Notes due 2031 issued by Novartis Capital Corporation
(the “2031 Notes”)
4.200% Notes due 2034 issued by Novartis Capital Corporation
(the “2034 Notes”)
4.700% Notes due 2054 issued by Novartis Capital Corporation
(the “2054 Notes” and together with the 2029 Notes, 2031 Notes and 2034 Notes, the “Designated Securities”)
Aggregate
principal amount:
$1,000,000,000
aggregate principal amount of the 2029 Notes
$850,000,000
aggregate principal amount of the 2031 Notes
$1,100,000,000
aggregate principal amount of the 2034 Notes
$750,000,000
aggregate principal amount of the 2054 Notes
Price
to Public:
99.757%
of the principal amount of the 2029 Notes, plus accrued interest from September 18, 2024
99.565%
of the principal amount of the 2031 Notes, plus accrued interest from September 18, 2024
99.282%
of the principal amount of the 2034 Notes, plus accrued interest from September 18, 2024
99.936%
of the principal amount of the 2054 Notes, plus accrued interest from September 18, 2024
Purchase
Price by Underwriters:
99.457%
of the principal amount of the 2029 Notes, plus accrued interest from September 18, 2024
99.215%
of the principal amount of the 2031 Notes, plus accrued interest from September 18, 2024
98.882%
of the principal amount of the 2034 Notes, plus accrued interest from September 18, 2024
99.236%
of the principal amount of the 2054 Notes, plus accrued interest from September 18, 2024
Additional
Agreement of the Underwriters:
Each of the Underwriters has agreed that it will
not offer, sell, or deliver any of the Designated Securities, directly or indirectly, or distribute the Prospectus or any other offering
material relating to the Designated Securities, in or from any jurisdiction except under circumstances that will, to the Underwriters’
knowledge and belief, result in compliance with the applicable laws.
Specified
funds for payment of purchase price:
Federal
Reserve funds
Indenture:
Indenture
dated February 10, 2009 (the “Indenture”), among the Issuer, Novartis Securities Investment Ltd., Novartis
Finance S.A., the Guarantor and HSBC Bank USA, National Association, as Trustee
Maturity:
The
2029 Notes will mature on September 18, 2029.
The
2031 Notes will mature on September 18, 2031.
The
2034 Notes will mature on September 18, 2034.
The 2054 Notes will mature on September 18, 2054.
Interest
Rate:
3.800% for the 2029 Notes
4.000%
for the 2031 Notes
4.200%
for the 2034 Notes
4.700% for the 2054 Notes
Interest
Payment Date:
Each
March 18 and September 18, commencing March 18, 2025, for the 2029 Notes.
Each
March 18 and September 18, commencing March 18, 2025, for the 2031 Notes.
Each
March 18 and September 18, commencing March 18, 2025, for the 2034 Notes.
Each
March 18 and September 18, commencing March 18, 2025, for the 2054 Notes.
Redemption
Provisions:
Prior
to August 18, 2029 (the date that is one month prior to the scheduled maturity date for the 2029 Notes) (the “2029
Par Call Date”) in the case of the 2029 Notes, prior to July 18, 2031 (the date that is two months prior to the scheduled
maturity date for the 2031 Notes) (the “2031 Par Call Date”) in the case of the 2031 Notes, prior to June 18,
2034 (the date that is three months prior to the scheduled maturity date for the 2034 Notes) (the “2034 Par Call Date”)
in the case of the 2034 Notes and March 18, 2054 (the date that is six months prior to the scheduled maturity date for the 2054
Notes) (the “2054 Par Call Date” and, together with the 2029 Par Call Date, the 2031 Par Call Date and the 2034 Par
Call Date, the “Par Call Dates” and each a “Par Call Date”) in the case of the 2054 Notes, the
Issuer may redeem such Designated Securities, in whole or in part, at its option at any time and from time to time, at a redemption price
(expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of
(i) (a) the sum of the present
values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Designated
Securities matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the applicable Treasury Rate (as defined in the Preliminary Prospectus relating to the Designated Securities) plus 10 basis points
in the case of the 2029 Notes, 10 basis points in the case of the 2031 Notes, 15 basis points in the case of the 2034 Notes and 15 basis
points in the case of the 2054 Notes, as applicable, less (b) interest accrued to the date of redemption; and
(ii) 100% of the principal amount
of the Designated Securities to be redeemed,
plus, in either case, accrued and
unpaid interest thereon to the redemption date.
On or after the 2029 Par Call Date
in the case of the 2029 Notes, the 2031 Par Call Date in the case of the 2031 Notes, the 2034 Par Call Date in the case of the 2034 Notes
and the 2054 Par Call Date in the case of the 2054 Notes, as applicable, we may redeem the Designated Securities, in whole or in part,
at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Designated Securities being redeemed
plus accrued and unpaid interest thereon to the redemption date.
In the event of changes in withholding
taxes applicable to payments of interest on the Designated Securities in Switzerland or another Relevant Taxing Jurisdiction (as defined
in the Indenture) but excluding, for this purpose, the United States, the Issuer may redeem the Designated Securities in whole (but not
in part) at any time, at a price equal to 100% of their principal amount plus accrued and unpaid interest to, but excluding, the redemption
date.
Notice of any redemption will be mailed
or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 calendar days
but not more than 60 calendar days before the redemption date to each holder of the Designated Securities to be redeemed.
Sinking
Fund Provisions:
No sinking fund provisions.
Other
provisions:
As
provided in the Pricing Disclosure Package.
Time
of Delivery:
Delivery of the Designated Securities
will be made against payment therefore on or about September 18, 2024, which is the second business day after the date hereof.
Names
and addresses of Representatives:
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, NY 10020
SCHEDULE III
Issuer Free Writing Prospectus that
is part of the Pricing Disclosure Package, if any:
Pricing
Term Sheet dated September 16, 2024.
Additional Documents Incorporated by Reference, if any:
None.
SCHEDULE IV
Pricing
Disclosure Package:
Basic Prospectus dated September 16, 2024
Preliminary Prospectus Supplement dated September 16, 2024
Pricing Term Sheet dated September 16, 2024
SCHEDULE V
Filed Pursuant
to Rule 433
Registration Nos. 333-282133 and 333-282133-01
September 16,
2024
PRICING TERM SHEET
Novartis Capital Corporation
3.800%
Notes due 2029
4.000%
Notes due 2031
4.200%
Notes due 2034
4.700%
Notes due 2054
Fully and unconditionally guaranteed by
Novartis AG
| 3.800% Notes due 2029 (the “2029 Notes”): |
|
| |
|
| Issuer: |
Novartis Capital Corporation |
| |
|
| Guarantor: |
Novartis AG |
| |
|
| Size: |
$1,000,000,000 |
| |
|
| Maturity Date: |
September 18, 2029 |
| |
|
| Coupon: |
3.800% |
| |
|
| Interest Payment Dates: |
March 18 and September 18, commencing March 18, 2025 |
| |
|
| Price to Public: |
99.757% |
| |
|
| Benchmark Treasury: |
3.625% due August 31, 2029 |
| |
|
| Benchmark Treasury Price and Yield: |
101-00 / 3.404% |
| |
|
| Spread to Benchmark Treasury: |
45 bps |
| Yield: |
3.854% |
| |
|
| Optional Redemption: |
Prior to August 18, 2029 (the date that is one month prior to
the scheduled maturity date of the 2029 Notes) (the “2029 Par Call Date”), we may redeem the 2029 Notes, in whole or in part,
at our option, at any time and from time to time at a redemption price (expressed as a percentage of principal amount and rounded to three
decimal places) equal to the greater of:
(1) (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming
the 2029 Notes matured on the 2029 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined in the prospectus supplement) plus 10 bps, less (b) interest accrued to the date of redemption,
and
(2) 100%
of the principal amount of the 2029 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption
date.
On or after the 2029 Par Call Date we may redeem the 2029 Notes,
in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the 2029 Notes
to be redeemed on the applicable redemption date plus accrued and unpaid interest thereon to the redemption date. |
| |
|
| CUSIP: |
66989H AT5 |
| |
|
| ISIN: |
US66989HAT59 |
| |
|
| Trade Date: |
September 16, 2024 |
| |
|
| Expected Settlement Date:* |
September 18, 2024 (T+2) |
| Listing: |
None |
| |
|
| Anticipated Ratings:** |
[***] by Moody’s Ratings
[***] by S&P Global Ratings |
| |
|
| Joint Book-Running Managers: |
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
Barclays Capital Inc.
HSBC Securities (USA) Inc.
SG Americas Securities, LLC |
| Co-Managers: |
BNP Paribas Securities Corp.
Deutsche Bank Securities Inc.
Academy Securities, Inc.
Loop Capital Markets LLC
R. Seelaus & Co., LLC
Samuel A. Ramirez & Company, Inc. |
| 4.000%
Notes due 2031 (the “2031 Notes”): |
|
| |
|
| Issuer: |
Novartis
Capital Corporation |
| |
|
| Guarantor: |
Novartis
AG |
| |
|
| Size: |
$850,000,000 |
| |
|
| Maturity
Date: |
September 18,
2031 |
| |
|
| Coupon: |
4.000% |
| |
|
| Interest
Payment Dates: |
March 18
and September 18, commencing March 18, 2025 |
| |
|
| Price
to Public: |
99.565% |
| |
|
| Benchmark
Treasury: |
3.750%
due August 31, 2031 |
| |
|
| Benchmark
Treasury Price and Yield: |
101-16+
/ 3.502% |
| |
|
| Spread
to Benchmark Treasury: |
57
bps |
| |
|
| Yield: |
4.072% |
| |
|
| Optional
Redemption: |
Prior to
July 18, 2031 (the date that is two months prior to the scheduled maturity date of the
2031 Notes) (the “2031 Par Call Date”), we may redeem the 2031 Notes, in whole
or in part, at our option, at any time and from time to time at a redemption price (expressed
as a percentage of principal amount and rounded to three decimal places) equal to the greater
of:
(1) (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date
(assuming the 2031 Notes matured on the 2031 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 10 bps, less (b) interest accrued to the date of redemption, and
|
| |
(2) 100%
of the principal amount of the 2031 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption
date.
On or after the 2031 Par Call Date we may redeem the 2031 Notes,
in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the 2031 Notes
to be redeemed on the applicable redemption date plus accrued and unpaid interest thereon to the redemption date. |
| |
|
| CUSIP: |
66989H
AU2 |
| |
|
| ISIN: |
US66989HAU23 |
| |
|
| Trade
Date: |
September 16,
2024 |
| |
|
| Expected
Settlement Date:* |
September 18,
2024 (T+2) |
| |
|
| Listing: |
None |
| |
|
| Anticipated
Ratings:** |
[***] by Moody’s
Ratings
[***] by S&P Global Ratings |
| |
|
| Joint
Book-Running Managers: |
Citigroup
Global Markets Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
Barclays Capital Inc.
HSBC Securities (USA) Inc.
SG Americas Securities, LLC
|
| |
|
| Co-Managers: |
BNP Paribas
Securities Corp.
Deutsche Bank Securities Inc.
Academy Securities, Inc.
Loop Capital Markets LLC
R. Seelaus & Co., LLC
Samuel A. Ramirez & Company, Inc. |
| 4.200%
Notes due 2034 (the “2034 Notes”): |
|
| |
|
| Issuer: |
Novartis
Capital Corporation |
| |
|
| Guarantor: |
Novartis
AG |
| |
|
| Size: |
$1,100,000,000 |
| |
|
| Maturity
Date: |
September 18,
2034 |
| |
|
| Coupon: |
4.200% |
| |
|
| Interest
Payment Dates: |
March 18
and September 18, commencing March 18, 2025 |
| |
|
| Price
to Public: |
99.282% |
| |
|
| Benchmark
Treasury: |
3.875%
due August 15, 2034 |
| |
|
| Benchmark
Treasury Price and Yield: |
102-03+
/ 3.619% |
| |
|
| Spread
to Benchmark Treasury: |
67
bps |
| |
|
| Yield: |
4.289% |
| |
|
| Optional
Redemption: |
Prior to
June 18, 2034 (the date that is three months prior to the scheduled maturity date of
the 2034 Notes) (the “2034 Par Call Date”), we may redeem the 2034 Notes, in
whole or in part, at our option, at any time and from time to time at a redemption price
(expressed as a percentage of principal amount and rounded to three decimal places) equal
to the greater of:
(1) (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming
the 2034 Notes matured on the 2034 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 15 bps, less (b) interest accrued to the date of redemption, and |
| |
(2) 100%
of the principal amount of the 2034 Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the
redemption date.
On or after the 2034 Par Call Date we may redeem the 2034 Notes,
in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the 2034 Notes
to be redeemed on the applicable redemption date plus accrued and unpaid interest thereon to the redemption date. |
| | |
| CUSIP: |
66989H
AV0 |
| |
|
| ISIN: |
US66989HAV06 |
| |
|
| Trade
Date: |
September 16,
2024 |
| |
|
| Expected
Settlement Date:* |
September 18,
2024 (T+2) |
| |
|
| Listing: |
None |
| |
|
| Anticipated
Ratings:** |
[***] by Moody’s
Ratings
[***] by S&P Global Ratings |
| |
|
| Joint
Book-Running Managers: |
Citigroup
Global Markets Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
Barclays Capital Inc.
HSBC Securities (USA) Inc.
SG Americas Securities, LLC |
| |
|
| Co-Managers: |
BNP Paribas
Securities Corp.
Deutsche Bank Securities Inc.
Academy Securities, Inc.
Loop Capital Markets LLC
R. Seelaus & Co., LLC
Samuel A. Ramirez & Company, Inc. |
| 4.700%
Notes due 2054 (the “2054 Notes”): |
|
| |
|
| Issuer: |
Novartis
Capital Corporation |
| |
|
| Guarantor: |
Novartis
AG |
| |
|
| Size: |
$750,000,000 |
| |
|
| Maturity
Date: |
September 18,
2054 |
| |
|
| Coupon: |
4.700% |
| |
|
| Interest
Payment Dates: |
March 18
and September 18, commencing March 18, 2025 |
| |
|
| Price
to Public: |
99.936% |
| |
|
| Benchmark
Treasury: |
4.625%
due May 15, 2054 |
| |
|
| Benchmark
Treasury Price and Yield: |
112-01
/ 3.934% |
| |
|
| Spread
to Benchmark Treasury: |
77
bps |
| |
|
| Yield: |
4.704% |
| |
|
| Optional
Redemption: |
Prior to
March 18, 2054 (the date that is six months prior to the scheduled maturity date of
the 2054 Notes) (the “2054 Par Call Date”), we may redeem the 2054 Notes, in
whole or in part, at our option, at any time and from time to time at a redemption price
(expressed as a percentage of principal amount and rounded to three decimal places) equal
to the greater of:
(1) (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming
the 2054 Notes matured on the 2054 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 15 bps, less (b) interest accrued to the date of redemption, and |
| |
(2) 100%
of the principal amount of the 2054 Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the
redemption date.
On or after the 2054 Par Call Date we may redeem the 2054 Notes,
in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the 2054 Notes
to be redeemed on the applicable redemption date plus accrued and unpaid interest thereon to the redemption date. |
| | |
| CUSIP: |
66989H
AW8 |
| |
|
| ISIN: |
US66989HAW88 |
| |
|
| Trade
Date: |
September 16,
2024 |
| |
|
| Expected
Settlement Date:* |
September 18,
2024 (T+2) |
| |
|
| Listing: |
None |
| |
|
| Anticipated
Ratings:** |
[***] by Moody’s
Ratings
[***] by S&P Global Ratings |
| |
|
| Joint
Book-Running Managers: |
Citigroup
Global Markets Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
Barclays Capital Inc.
HSBC Securities (USA) Inc.
SG Americas Securities, LLC
|
| |
|
| Co-Managers: |
BNP Paribas
Securities Corp.
Deutsche Bank Securities Inc.
Academy Securities, Inc.
Loop Capital Markets LLC
R. Seelaus & Co., LLC
Samuel A. Ramirez & Company, Inc. |
* Note: Under Rule 15c6-1 under the Securities Exchange Act of
1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the 2029 Notes, the 2031 Notes, the 2034 Notes or the 2054 Notes (collectively,
the “Notes”) on the date hereof will be required, by virtue of the fact that the Notes initially will not settle in T+1,
to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish
to trade such Notes on the date of pricing of the Notes sold in this offering should consult their own advisor.
** Note: A securities rating is not a recommendation to buy, sell
or hold securities and may be subject to revision or withdrawal at any time.
The
issuer and the guarantor have filed a registration statement (including a prospectus and a prospectus supplement) with
the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and
the accompanying prospectus in that registration statement and other documents the issuer and the guarantor have filed with the Securities
and Exchange Commission (the “SEC”) for more complete information about the issuer, the guarantor and this offering.
You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and the accompanying prospectus
if you request it by calling Citigroup Global Markets Inc. toll-free at +1-800-831-9146, Goldman Sachs & Co. LLC toll-free at
+1-866-471-2526, J.P. Morgan Securities LLC collect at +1-212-834-4533, or Mizuho Securities USA LLC toll-free at +1-866-271-7403.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE
NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT
OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER E-MAIL SYSTEM.
ANNEX A
NOVARTIS CAPITAL CORPORATION
Debt Securities
Fully and Unconditionally Guaranteed by
NOVARTIS AG
UNDERWRITING AGREEMENT STANDARD PROVISIONS
To the representatives of the several Underwriters
named from time to time in Schedule I to the applicable
Terms Agreement
Ladies and Gentlemen:
From time to time Novartis Capital Corporation,
a corporation incorporated under the laws of Delaware (the “Issuer”), and Novartis AG, a stock corporation (Aktiengesellschaft)
incorporated under the laws of Switzerland, as guarantor (the “Guarantor”), propose to enter into one or more Terms
Agreements (each a “Terms Agreement”) substantially in the form of Annex I hereto, with such additions and deletions
as the parties thereto may determine, and subject to the terms and conditions stated herein, to issue and sell to the firms named in
Schedule I to the applicable Terms Agreement (such firms constituting the “Underwriters” with respect to such Terms
Agreement and the securities specified therein), certain of the Issuer’s debt securities (the “Debt Securities”)
specified in Schedule II to such Terms Agreement (with respect to such Terms Agreement, the “Designated Debt Securities”).
The Debt Securities will be fully and unconditionally guaranteed by the Guarantor as to payment of principal and interest (the “Guarantees”
and, together with the Debt Securities, the “Securities”). The Designated Debt Securities and the related Guarantees
(the “Designated Guarantees”) that will be issued and sold pursuant to any applicable Terms Agreement are collectively
referred to herein as the “Designated Securities” with regard to such Terms Agreement.
The terms and rights of any particular issuance
of Designated Securities shall be as specified in the Terms Agreement relating thereto, and such Designated Securities shall be issued
under the Indenture, dated February 10, 2009 (the “Indenture”), among the Issuer, Novartis Securities Investment
Ltd., Novartis Finance S.A., the Guarantor and HSBC Bank USA, National Association, as Trustee (the “Trustee”).
This Agreement supersedes all prior agreements and
understandings (whether written or oral) between the Issuer, the Guarantor and the Representatives (as defined below), or any Underwriter,
with respect to the subject matter hereof.
1. Particular
sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities, for whom the firm(s) designated
as representative(s) of the Underwriters of such Securities in the Terms Agreement relating thereto will act as representatives
(the “Representatives”). The term “Representatives” also refers to the firm(s) acting as representative(s) of
the Underwriters and to Underwriters who act without any firm being designated as their representative. This Agreement shall not be construed
as an obligation of the Issuer to sell any of the Debt Securities, as an obligation of the Guarantor to issue any Guarantees or as an
obligation of any of the Underwriters to purchase any Securities. The obligation of the Issuer to issue and sell any of the Debt Securities,
the obligation of the Guarantor to issue any of the Guarantees and the obligation of any of the Underwriters to purchase any of the Securities
shall be evidenced by the Terms Agreement with respect to the Designated Securities specified therein. Each Terms Agreement shall specify
the aggregate principal amount of the Designated Securities, the initial public offering price of such Designated Securities, the purchase
price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the
Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall
set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Terms Agreement shall also specify
(to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of such Designated
Securities. A Terms Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic or electronic communications or any other rapid transmission device designed to produce a written record of communications
transmitted, as set forth in Section 21 herein. The obligations of the Underwriters under this Agreement and each Terms Agreement
shall be several and not joint.
2. The
Issuer and the Guarantor, severally and jointly, represent and warrant to, and agree with, each of the Underwriters that:
(a) The
registration statement on Form F-3 (Registration Nos. 333-282133 and 333-282133-01) in respect of the Securities has been filed
with the Securities and Exchange Commission (the “Commission”); such registration statement and any amendments thereto
filed prior to the date of the applicable Terms Agreement, excluding exhibits to such registration statement, but including all documents
incorporated by reference in the prospectus contained therein, became effective on filing with the Commission in such form; the base
prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on
or prior to the date of the applicable Terms Agreement, is hereafter called the “Basic Prospectus”; any preliminary
prospectus relating to the Designated Securities (including any preliminary prospectus supplement) included in such registration statement
or filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities
Act of 1933, as amended (the “Act”), being hereinafter called a “Preliminary Prospectus”; the various
parts of such registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained
in such registration statement, at the time such parts became effective, but excluding Form T-1 and including any prospectus supplement
relating to the Designated Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be part
of such registration statement, each as amended at the time such part of the registration statement became effective being hereinafter
called the “Registration Statement”; “Applicable Time” is the time specified as such in the applicable
Terms Agreement; “Effective Date” shall mean each date and time that the Registration Statement and any post-effective
amendments or amendments thereto became or becomes effective; any reference herein to the Basic Prospectus, any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3
under the Act, as of the date of such Basic Prospectus, any Preliminary Prospectus or Prospectus, as the case may be, and any post-effective
amendments to the Registration Statement; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Basic Prospectus, any Preliminary
Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and incorporated by reference in such Basic Prospectus, any Preliminary Prospectus or Prospectus, as the case may be; any reference to
any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Guarantor filed pursuant
to Section 13(a) or 15(d) of the Exchange Act after the Effective Date of the Registration Statement that is incorporated
by reference in the Registration Statement; the Basic Prospectus, as supplemented by the prospectus supplement specifically relating
to the Designated Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof,
including any documents incorporated by reference therein as of the date of such filing, is hereinafter called the “Prospectus”;
and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been
initiated or threatened by the Commission and no order preventing or suspending the use of the Basic Prospectus, any Preliminary Prospectus,
the Prospectus or the Pricing Disclosure Package (as defined below) together with any “issuer free writing prospectus” as
defined in Rule 433 under the Act relating to the Designated Securities (an “Issuer Free Writing Prospectus”)
has been issued and no proceeding for that purpose has been initiated or threatened by the Commission;
(b) The
documents incorporated by reference in the Pricing Disclosure Package (as defined below) and the Prospectus, when they became effective
or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange
Act, as applicable, and the applicable rules and regulations of the Commission thereunder, and none of such documents contained
an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated
by reference in the Pricing Disclosure Package or the Prospectus or any further amendment or supplement thereto, when such documents
become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing
to the Issuer or the Guarantor by an Underwriter of Designated Securities through the Representatives expressly for use in the Pricing
Disclosure Package or the Prospectus as amended or supplemented, as the case may be, relating to such Designated Securities; and no such
documents will have been filed with the Commission following the Commission’s close of business on the business day immediately
prior to the date of the applicable Terms Agreement and prior to the execution of the applicable Terms Agreement, except as set forth
on Schedule III to the applicable Terms Agreement;
(c) The
Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement and the Prospectus
will conform, in all material respects, to the requirements of the Act and the Trust Indenture Act of 1939, as amended the “Trust
Indenture Act”), and the rules and regulations of the Commission thereunder; the Registration Statement and any amendment
thereto do not and will not, as of the applicable Effective Date, contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, not misleading; and the Prospectus and any amendment
or supplement thereto do not and will not, as of its date and as of the Time of Delivery, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made not misleading; provided, however, that this representation and warranty shall not apply to
(i) any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuer or the
Guarantor by an Underwriter of Designated Securities through the Representatives expressly for use in the Registration Statement or the
Prospectus as amended or supplemented relating to such Designated Securities or (ii) that part of the Registration Statement which
shall constitute the statement of eligibility and qualification (Form T-1) under the Trust Indenture Act;
(d) The
(i) Basic Prospectus, the Preliminary Prospectus, if any, used most recently prior to the Applicable Time, as supplemented by the
final term sheet prepared and filed pursuant to Section 5(a) hereof as of the Applicable Time and listed on Schedule V to the
applicable Terms Agreement together with the Issuer Free Writing Prospectus listed in Schedule III(a) (if any) to the applicable
Terms Agreement and any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as
part of the Pricing Disclosure Package (collectively, the “Pricing Disclosure Package”) and (ii) each electronic
road show, if any, when taken together as a whole with the Pricing Disclosure Package, will not include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule III (if any) to the applicable Terms Agreement
will not conflict with the information contained in the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, if
any, used most recently prior to the Applicable Time or the Prospectus; provided, however, that this representation and
warranty shall not apply to (i) any statements or omissions made in reliance upon and in conformity with information furnished in
writing to the Issuer or the Guarantor by an Underwriter of Designated Securities through the Representatives expressly for use in any
such Issuer Free Writing Prospectus or the Pricing Disclosure Package or (ii) that part of the Registration Statement which shall
constitute the statement of eligibility and qualification (Form T-1) under the Trust Indenture Act;
(e) Neither
the Issuer nor the Guarantor is or will be at the time of the Terms Agreement, an “ineligible issuer,” as defined in Rule 405
under the Act;
(f) The
consolidated financial statements (and the notes thereto) and schedules, if any, of the Guarantor and its consolidated subsidiaries incorporated
by reference in or filed with and as a part of the Registration Statement, the Pricing Disclosure Package and the Prospectus present
fairly, in all material respects, the consolidated financial position as of the respective dates and the consolidated results of operations
and cash flows for the respective periods covered thereby of the Guarantor and its consolidated subsidiaries in conformity with International
Financial Reporting Standards applied on a consistent basis throughout the periods involved, otherwise than as set forth in the Pricing
Disclosure Package;
(g) The
unaudited condensed interim consolidated financial statements (and the notes thereto) and schedules, if any, of the Guarantor and its
consolidated subsidiaries incorporated by reference in or filed with and as a part of the Registration Statement, the Pricing Disclosure
Package and the Prospectus present fairly, in all material respects, the consolidated financial position as of the respective dates and
the consolidated results of operations and cash flows for the respective periods covered thereby of the Guarantor and its consolidated
subsidiaries in conformity with International Financial Reporting Standards applied on a consistent basis throughout the periods involved,
otherwise than as set forth in the Pricing Disclosure Package;
(h) Since
the latest date as of which information is given in the Pricing Disclosure Package there has not been any material change in the consolidated
shareholders’ equity or consolidated long-term debt of the Guarantor and its subsidiaries taken as a whole, or any material adverse
change, or any development reasonably likely to result in a prospective material adverse change in or affecting the financial position,
shareholders’ equity or results of operations of the Guarantor and its subsidiaries taken as a whole, otherwise than as set forth
in the Pricing Disclosure Package;
(i) To
the best of the Issuer’s and the Guarantor’s knowledge, after due inquiry, and other than as set forth in the Pricing Disclosure
Package and the Prospectus, there are no material legal or governmental or regulatory proceedings pending or threatened to which the
Guarantor or any of its subsidiaries is a party or of which any property of the Guarantor or any of its subsidiaries is the subject that
are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus and are not so described
and there are no statutes or regulations that are required to be described in the Registration Statement, the Pricing Disclosure Package
or the Prospectus and are not so described;
(j) The
Designated Debt Securities have been duly authorized by the Issuer and, when executed and authenticated in accordance with the Indenture
and delivered to and paid for by the Underwriters, will constitute valid and binding obligations of the Issuer entitled to the benefits
provided by the Indenture; the Designated Guarantees have been duly authorized by the Guarantor and, upon due issuance, authentication
and delivery of the Designated Debt Securities and due endorsement of the Designated Guarantees, the Designated Guarantees will have
been duly executed, issued and delivered and will constitute valid and binding obligations of the Guarantor entitled to the benefits
provided by the Indenture; the Indenture has been duly authorized, executed and delivered by the Issuer and the Guarantor and (assuming
the due authorization, execution and delivery thereof by the Trustee), constitutes a valid and binding obligation of the Issuer and the
Guarantor, enforceable in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency and similar laws affecting
the enforcement of creditors’ rights generally and equitable principles of general applicability; the Indenture has been duly qualified
under the Trust Indenture Act; the Designated Securities conform in all material respects to the description thereof contained in the
Pricing Disclosure Package and the Prospectus as amended or supplemented; and the applicable Terms Agreement has been duly authorized,
executed and delivered by the Issuer and the Guarantor;
(k) The
issue and sale of the Designated Securities and the compliance by the Issuer and the Guarantor with the Indenture, this Agreement and
the Terms Agreement relating to the Designated Securities and the consummation by the Issuer and the Guarantor of the transactions contemplated
herein and therein will not contravene (x) any of the terms or provisions of any indenture, mortgage, deed of trust, loan agreement
or other similar agreement or instrument to which the Issuer or the Guarantor or any of their subsidiaries is a party or by which the
Issuer or the Guarantor or any of their subsidiaries is bound, (y) any statute of the United States, Switzerland or the state of
Delaware or any political subdivision thereof, or any order, rule or regulation known to the Issuer or the Guarantor of any court
or of any governmental agency or body in the United States, Switzerland or the state of Delaware or any political subdivision thereof,
or (z) the charter or by-laws (or similar organizational documents) of the Issuer or the Guarantor, except in the case of clauses
(x) and (y) above for such contraventions which would not affect the validity or binding nature of the Designated Securities
or have a material adverse effect on the financial position, shareholders’ equity or results of operations of the Guarantor and
its consolidated subsidiaries considered as a whole (a “Material Adverse Effect”);
(k) The
Issuer is organized and validly existing under the laws of the state of Delaware, and the Guarantor is organized and validly existing
as a stock corporation (Aktiengesellschaft) under the laws of Switzerland, each with power and authority to own their properties
and conduct their business as described in the Pricing Disclosure Package and the Prospectus except as would not have a Material Adverse
Effect;
(l) No
consent, approval, authorization, order, registration or qualification of or with any court or any governmental agency or body described
in (j) above is required for the issue and sale of the Designated Securities by the Issuer in the manner contemplated herein or
the consummation of the other transactions contemplated by this Agreement, the Terms Agreement or the Indenture by the Issuer and the
Guarantor except (i) as have been obtained under the Act and the Trust Indenture Act and (ii) as may be required in connection
with the offer and sale of the Designated Securities by the securities or Blue Sky laws of the various states or the securities laws
of any jurisdiction outside the United States in which the Designated Securities are offered and sold;
(m) Neither
the Issuer nor the Guarantor is, or after giving effect to the offering and sale of the Securities and the application of the proceeds
thereof as described in the Pricing Disclosure Package and the Prospectus will be, required to register as an “investment company”
as such term is defined in the Investment Company Act of 1940, as amended;
(n) KPMG
which has audited certain financial statements of the Guarantor and its subsidiaries and the Guarantor’s internal control over
financial reporting and management’s assessment thereof, is an independent registered public accounting firm with respect to the
Guarantor as required by the Act and the applicable rules and regulations of the Commission thereunder; and PricewaterhouseCoopers
AG, which have audited certain financial statements of the Guarantor and its subsidiaries and the Guarantor’s internal control
over financial reporting and management’s assessment thereof, was an independent registered public accounting firm with respect
to the Guarantor as of February 1, 2022 and during the period covered by the financial statements on which PricewaterhouseCoopers
AG reported as required by the Act and the applicable rules and regulations of the Commission thereunder;
(o) Except
as otherwise disclosed in the Guarantor’s Registration Statement, Pricing Disclosure Package or Prospectus, the Guarantor and its
subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the
Exchange Act); and such disclosure controls and procedures are effective at the reasonable assurance level to perform the functions for
which they were established; and
(p) Except
as otherwise disclosed in the Guarantor’s Registration Statement, Pricing Disclosure Package or Prospectus, neither the Issuer,
the Guarantor nor any of the Guarantor’s consolidated subsidiaries nor, to the knowledge of the Issuer or the Guarantor, any director,
officer, agent, employee or affiliate of the Issuer, the Guarantor or any of the Guarantor’s consolidated subsidiaries, is currently
subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”),
the European Union or His Majesty’s Treasury (“HMT”); and the Issuer and the Guarantor will not directly or
indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture
partner or other person or entity in violation of any sanctions administered by OFAC.
3. Upon
the execution of the Terms Agreement applicable to any Designated Securities and authorization by the Representatives of the release
of such Designated Securities, the several Underwriters propose to offer such Designated Securities for sale upon the terms and conditions
set forth in the Prospectus as amended or supplemented.
4. Designated
Securities to be purchased by each Underwriter pursuant to the Terms Agreement relating thereto, in such authorized denominations and
registered in such names as the Representatives may request upon at least twenty-four hours’ prior notice to the Issuer and the
Guarantor, shall be delivered by or on behalf of the Issuer and the Guarantor to the Representatives for the account of such Underwriter,
against payment by such Underwriter or on its behalf of the purchase price therefor in same day funds, payable to the order of the Issuer
in the funds specified in such Terms Agreement, all at the place and time and date specified in such Terms Agreement or at such other
place and time and date as the Representatives and the Issuer may agree upon in writing, such time and date being herein called the “Time
of Delivery” for such Securities. The Securities will be delivered by the Issuer to the Representatives in the form of one
or more global Securities, representing all of the Securities, which will be registered in the name of a nominee for The Depository Trust
Company (“DTC”) and deposited on behalf of the Underwriters with Cede & Co. as custodian for DTC, for credit
to the respective participant accounts of the Underwriters unless otherwise directed by you.
5. The
Issuer and the Guarantor agree with each of the Underwriters of any Designated Securities:
(a) To
prepare in consultation with the Representatives the Prospectus, as amended and supplemented in relation to the applicable Designated
Securities, in a form approved by the Representatives, which approval the Representatives agree they will not unreasonably withhold,
and to file such Prospectus pursuant to Rule 424(b) under the Act prior to the earlier of (i) the Time of Delivery relating
to the applicable Designated Securities and (ii) the Commission’s close of business on the second business day following
the execution and delivery of the Terms Agreement relating to the applicable Designated Securities or, if applicable, such earlier time
as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration Statement, the Pricing Disclosure
Package or Prospectus (as each may have been amended or supplemented) after the date of the Terms Agreement relating to such Securities
and prior to the Time of Delivery without prior consultation with the Representatives for such Securities; to advise the Representatives
promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; if requested
by you prior to the Applicable Time, to prepare a final term sheet, containing solely a description of the Designated Securities, in
a form substantially as set forth in Schedule V to the applicable Terms Agreement and which shall be attached to the applicable Terms
Agreement and approved by the Representatives, and to file such term sheet pursuant to Rule 433(d) under the Act within the
time required by such Rule; to file promptly all other material required to be filed by the Issuer or the Guarantor with the Commission
pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitive proxy or information statements required
to be filed by the Issuer or the Guarantor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act for so long as the delivery of a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act)
is required in connection with the offering or sale of such Designated Securities, and during such same period to advise the Representatives,
promptly after the Issuer or the Guarantor receives notice thereof, of the time when any amendment to the Registration Statement has
been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, of
the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities,
of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening
of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement
or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing
or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its reasonable
best efforts to obtain its withdrawal;
(b) Promptly
from time to time to use its reasonable best efforts to qualify such Securities for offering and sale under the securities laws of such
jurisdictions as the Representatives may reasonably request and to pay all expenses (including reasonable fees and disbursements of counsel)
in connection with such qualification and in connection with the determination of the eligibility of such Securities for investment under
the laws of such jurisdictions as the Representatives may designate and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Securities; provided,
however, that in connection therewith neither the Issuer nor the Guarantor shall be required to qualify as a foreign corporation
or to file a general consent to service of process in any jurisdiction or to take any other action which would subject it to service
of process in suits in any jurisdiction or to become subject to taxation in any jurisdiction other than those arising out of the offering
or sale of the Designated Securities in such jurisdiction;
(c)
To furnish the Underwriters, without charge, with a copy of the Registration Statement, with
copies of the Prospectus and any Issuer Free Writing Prospectus as amended or supplemented, including the exhibits and materials, if
any, incorporated by reference therein, in such quantities as the Representatives may from time to time reasonably request, and, if
the delivery of a prospectus is required (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) at any
time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the
Designated Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made when such Prospectus (or, in lieu thereof, the
notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be
necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated
by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the
Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to
any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or
a supplement to the Prospectus which will correct such statement or omission or effect such compliance; provided, however,
if any Underwriter is required to deliver a prospectus in connection with sales of any of the Designated Securities at any time nine
months or more after the time of issue of the Prospectus, upon their request but at the expense of such Underwriter, to prepare and
deliver to such Underwriter as many copies as the Representatives may request of an amended or supplemented Prospectus complying
with Section 10(a)(3) of the Act;
(d) To
make generally available to the Guarantor’s security holders and to the Representatives as soon as practicable, but in any event
not later than eighteen months after the effective date (as defined in Rule 158(c) under the Act) of the Registration Statement,
an earnings statement of the Guarantor and its subsidiaries (which need not be audited) complying with Section 11(a) of the
Act and the rules and regulations of the Commission thereunder (including, at the option of the Guarantor, Rule 158); and
(e) During
the period beginning from the date of the Terms Agreement for such Designated Securities and continuing to and including the earlier
of (i) the termination of trading restrictions for such Designated Securities, as notified to the Issuer and the Guarantor by the
Representatives and (ii) the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise
dispose of any debt securities issued or guaranteed (as applicable) by the Issuer or the Guarantor which mature more than one year after
such Time of Delivery and which are denominated in U.S. dollars and substantially similar to such Designated Securities, without the
prior written consent of the Representatives, which consent shall not be unreasonably withheld.
6. (a) Each
Underwriter represents and agrees that it shall not use, refer to or distribute any “free writing prospectus” (as defined
in Rule 405 under the Act, a “Free Writing Prospectus”) except:
(i) a
Free Writing Prospectus that (i) is not an Issuer Free Writing Prospectus, and (ii) contains only information describing the
preliminary terms of the Securities or their offering or otherwise permitted under Rule 134 under the Act;
(ii) a
Free Writing Prospectus as shall be agreed in writing with the Issuer and the Guarantor that is not distributed, used or referenced by
such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination (including any electronic road show)
unless the Issuer and the Guarantor consent to such dissemination and such Free Writing Prospectus is listed on Schedule III to the applicable
Terms Agreement; provided that an Underwriters’ internal communications with its own sales force shall not be covered by this clause
(ii); and
(b) Notwithstanding
Section 6(a) above, each of the Issuer and the Guarantor hereby agrees that the Underwriters may distribute to investors one
or more Free Writing Prospectus that contain only the final terms of the Securities (including, for the avoidance of doubt, in the form
of Bloomberg communications) substantially in the form set forth in Schedule V to the applicable Terms Agreement and that such Free Writing
Prospectus substantially in the form set forth in Schedule V to the applicable Terms Agreement will be filed by the Issuer and the Guarantor
in accordance with Rule 433(d) under the Act and shall be considered an Issuer Free Writing Prospectus for purposes of this
Agreement.
(c)
Each of the Issuer and the Guarantor agrees that, unless it has obtained or will obtain the prior written consent of
the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free
Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the
Act) required to be filed by the Issuer or the Guarantor with the Commission or retained by the Issuer or the Guarantor under
Rule 433 under the Act, provided that the prior written consent of the parties hereto shall be deemed to have been given in
respect of the free writing prospectus included in Schedule III to the applicable Terms Agreement. Any such free writing prospectus
consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” Each of
the Issuer and the Guarantor agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing
Prospectus (including the final terms of the Securities as set forth in Schedule V to the applicable Terms Agreement) as an Issuer
Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164
and 433 under the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the
Commission, legending and recordkeeping.
(d) Each
of the Issuer and the Guarantor agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred
or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement,
the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Issuer
or the Guarantor will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish
without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or
omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an
Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Issuer or the Guarantor
by an Underwriter through the Representatives expressly for use therein.
7. Each
of the Issuer and the Guarantor covenants and agrees with the several Underwriters that the Issuer and the Guarantor will pay or cause
to be paid the following: (i) except as provided in the proviso contained in Section 5(c) hereof, the fees, disbursements
and expenses of counsel and accountants of the Issuer and the Guarantor in connection with the registration of the Designated Securities
under the Act and the qualification of any indenture related to the Designated Securities under the Trust Indenture Act and all other
expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, any Preliminary
Prospectus, the Prospectus and amendments and supplements thereto, the Pricing Disclosure Package and any Issuer Free Writing Prospectus
and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement
among Underwriters, this Agreement, the Pricing Disclosure Package, any indenture related to the Designated Securities, any Blue Sky
and legal investment memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Designated
Securities; (iii) all expenses in connection with the qualification of the Designated Securities for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the reasonable fees, disbursements and expenses of counsel for
the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any
fees charged by securities rating services for rating the Designated Securities; (v) any filing fees incident to any required review
by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Designated Securities; (vi) the cost of
preparing the Securities and of the delivery of the Designated Securities to the Underwriters; (vii) the fees and expenses of any
Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the
Securities; and (viii) except as provided in the proviso contained in Section 5(c) hereof, all other reasonable costs
and expenses incident to the performance of their obligations hereunder which are not otherwise specifically provided for in this Section.
It is understood, however, that, except as provided in this Section, Section 9 and Section 13 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Designated Securities
by them, and any advertising expenses connected with any offers they may make.
8. The
obligations of the Underwriters of any Designated Securities under the Terms Agreement relating to such Designated Securities shall be
subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of the
Issuer in or incorporated by reference in the Terms Agreement relating to such Designated Securities are, at and as of the Time of Delivery
for such Designated Securities, true and correct in all material respects, the condition that the Issuer shall have performed in all
material respects its obligations hereunder theretofore to be performed, and the following additional conditions:
(a)
The final term sheet contemplated by Section 5(a) hereof in relation to the
applicable Designated Securities, any other material required to be filed pursuant to Rule 433 under the Act in relation to the
applicable Designated Securities shall have been filed within the applicable time period prescribed for such filings by
Rule 433 under the Act and the Prospectus as amended or supplemented in relation to the applicable Designated Securities shall
have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for
such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; no stop order
suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated or
threatened by the Commission and no order suspending or preventing the use of the Basic Prospectus, any Preliminary Prospectus, any
documents which are part of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been
issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction;
(b) United
States counsel for the Underwriters shall have furnished to the Representatives such opinion or opinions, dated the Time of Delivery
for such Designated Securities, with respect to the validity of the Indenture, the Designated Securities, the Registration Statement,
the Pricing Disclosure Package, the Prospectus as amended or supplemented and other related matters as the Representatives may reasonably
request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon
such matters. Such counsel shall be entitled to state that they have assumed that any document referred to in their opinion and executed
by the Guarantor has been duly authorized, executed and delivered pursuant to Swiss law and, as to all matters of Swiss law, their opinion
is given in reliance upon, and is subject to the qualifications set forth in, the opinions of counsel for the Guarantor required by subsection
(c) of this Section 8;
(c) Swiss
counsel for the Guarantor shall have furnished to the Representatives a written opinion, dated the Time of Delivery for such Designated
Securities, in form and substance reasonably satisfactory to the Representatives;
(d) United
States counsel for the Issuer and the Guarantor shall have furnished to the Representatives a written opinion, dated the Time of Delivery
for such Designated Securities, in form and substance reasonably satisfactory to the Representatives;
(e)
United States counsel for the Issuer and the Guarantor, shall have furnished to the Representatives a written 10b-5
letter, dated the Time of Delivery for such Designated Securities, in form and substance reasonably satisfactory to the
Representatives;
(f) On
the date of the applicable Terms Agreement and at the Time of Delivery for such Designated Securities, KPMG AG and PricewaterhouseCoopers
AG, which have each audited certain of the financial statements of the Guarantor and its consolidated subsidiaries included or incorporated
by reference in the Registration Statement, shall have each furnished to the Representatives a letter or letters, dated as of each such
date and in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included
in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information
contained in the Registration Statement and the Prospectus as amended or supplemented and as to such other matters as the Representatives
may reasonably request; and
(g) The
Issuer and the Guarantor shall have furnished or caused to be furnished to the Representatives certificates, dated the Time of Delivery
for the Designated Securities, of officers of the Issuer and the Guarantor satisfactory to the Representatives as to the accuracy of
the representations and warranties in all material respects of the Issuer and the Guarantor, respectively, in this Agreement and the
Terms Agreement at and as of the Time of Delivery, as to the performance in all material respects by the Issuer of all of its obligations
hereunder to be performed prior to such Time of Delivery, and as to the matters set forth in Sections 8(a) and 12(i) hereof.
9. (a) The
Issuer and the Guarantor jointly and severally will indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus, or any
amendment or supplement thereto, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any “issuer information”
filed or required to be filed pursuant to Rule 433(d) under the Act, including the information in the final term sheet filed
in accordance with Section 5(a) of this Agreement and any other prospectus relating to the Securities, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged omission to state there in a material fact required to
be stated there in or necessary to make the statements there in not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Issuer and the Guarantor shall not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or are based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus,
or any amendment or supplement thereto, the Pricing Disclosure Package, any Issuer Free Writing Prospectus and any other prospectus relating
to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Issuer
or the Guarantor by any Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended
or supplemented relating to such Securities.
(b) Each
Underwriter severally and not jointly will indemnify and hold harmless the Issuer and the Guarantor against any losses, claims, damages
or liabilities to which the Issuer or the Guarantor may become subject, under the Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus, or any amendment or supplement
thereto, the Pricing Disclosure Package, or any Issuer Free Writing Prospectus and any other prospectus relating to the Securities, or
any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement,
the Basic Prospectus, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, the Pricing Disclosure Package,
or any Issuer Free Writing Prospectus and any other prospectus relating to the Securities, or any amendment or supplement in reliance
upon and in conformity with written information furnished to the Issuer or the Guarantor by such Underwriter through the Representatives
expressly for use therein; and will, reimburse the Issuer and the Guarantor for any legal or other expenses reasonably incurred by the
Issuer or the Guarantor in connection with investigating or defending any such action or claim as such expenses are incurred.
(c) Promptly
after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action (including
any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under
such subsection, promptly notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case
any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified
party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable costs of investigation. It is understood that the indemnifying
party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the reasonable fees and expenses
of more than one separate firm for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any
action effected without its written consent, unless such settlement (i) includes an unconditional release of the indemnified party
from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act, by or on behalf of any indemnified party. If settled with such consent, or under the conditions laid out in (i) and
(ii), the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement.
(d) To
the extent that the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified
party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative
benefits received by the Issuer and the Guarantor on the one hand and the Underwriters of the Designated Securities on the other from
the offering of the Designated Securities to which loss, claim, damage or liability (or action in respect thereof) relates. If, however,
the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to
give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable
by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault
of the Issuer and the Guarantor on the one hand and the Underwriters of the Designated Securities on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the Issuer and the Guarantor on the one hand and such Underwriters
on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received
by the Issuer bear to the total underwriting discounts and commissions received by such Underwriters, in each case as set forth in the
table on the cover page of the Prospectus as amended and supplemented. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Issuer or the Guarantor on the one hand or the Underwriters on the other and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Issuer, the Guarantor
and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined
by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection
(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute
are several in proportion to their respective underwriting obligations with respect to such Securities and not joint.
(e) The
obligations of the Issuer and the Guarantor under this Section 9 shall be in addition to any liability which the Issuer or the Guarantor
may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within
the meaning of the Act and to the Underwriters’ affiliates, directors and officers; and the obligations of the Underwriters under
this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon
the same terms and conditions, to each officer and director of the Issuer and the Guarantor, the duly authorized representative of the
Issuer and the Guarantor in the United States, and to each person, if any, who controls the Issuer or the Guarantor within the meaning
of the Act or the Exchange Act.
10. (a) If
any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Terms
Agreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party
or other parties to purchase such Designated Securities on the terms contained herein. If within thirty-six hours after such default
by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Issuer and the Guarantor
shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory
to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period,
the Representatives notify the Issuer and the Guarantor that the Representatives have so arranged for the purchase of such Designated
Securities, or the Issuer or the Guarantor notifies the Representatives that it has so arranged for the purchase of such Designated Securities,
the Representatives or the Issuer or the Guarantor shall have the right to postpone the Time of Delivery for such Designated Securities
for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement
or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Issuer and the Guarantor agree to file
promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may
thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under
this Section with like effect as if such person had originally been a party to the Terms Agreement with respect to such Designated
Securities.
(b) If,
after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by
the Representatives, the Issuer or the Guarantor as provided in subsection (a) above, the aggregate principal amount of such Designated
Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then
the Issuer and the Guarantor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Terms Agreement relating to such Designated Securities and, in addition,
to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which
such Underwriter agreed to purchase under such Terms Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters
for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) If,
after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by
the Representatives, the Issuer or the Guarantor as provided in subsection (a) above, the aggregate principal amount of the Designated
Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred
to in subsection (b) above, or if the Issuer or the Guarantor shall not exercise the right described in subsection (b) above
to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Terms
Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter,
the Issuer or the Guarantor, except for the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall
relieve a defaulting Underwriter from liability for its default.
11. The
respective indemnities, agreements, representations, warranties and other statements of the Issuer, the Guarantor and the several Underwriters,
as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full
force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter
or any controlling person of any Underwriter or the Issuer or the Guarantor, the duly authorized representative of the Issuer or the
Guarantor in the United States or any officer or director or controlling person of the Issuer or the Guarantor, and shall survive delivery
of and payment for the Designated Securities.
12. Any
Terms Agreement shall be subject to termination in the absolute discretion of the Representatives, after consultation with the Issuer
and the Guarantor, if, since the respective dates as of which information is given in the Pricing Disclosure Package in the case of clause
(i) below, or subsequent to the Applicable Time and prior to the Time of Delivery of the Designated Securities, in the case of clauses
(ii) through (vii) below, (i) there shall have been a material adverse change, or any development which in the reasonable
judgment of the Issuer or the Guarantor will result in a material adverse change, in the business, properties or financial condition
of the Guarantor and its consolidated subsidiaries considered as a whole, otherwise than as set forth or contemplated in the Pricing
Disclosure Package; (ii) there shall have occurred a downgrading in the rating accorded the Guarantor’s senior debt securities
by Moody’s Investor Services, Inc. (“Moody’s”) or S&P Global Ratings (“S&P”)
or, in the event that the Guarantor’s senior debt securities are not rated by either Moody’s or S&P, by another “nationally
recognized statistical rating organization” as such term is defined by the Commission under Section 3(a)(62) of the Exchange
Act; (iii) any such organization shall have publicly announced that it has under surveillance or review or has changed its outlook
with respect to its rating of the Securities or of any other senior debt securities or preferred stock of or guaranteed by the Guarantor
(other than an announcement with positive implications of a possible upgrading); (iv) trading in securities generally on the New
York Stock Exchange or the SIX Swiss Exchange or any other exchange where the Designated Securities are listed or intended to be listed
shall have been suspended or materially limited; (v) trading of the common shares or American Depositary Receipts of the Guarantor
is suspended (other than temporarily or for technical reasons) on the SIX Swiss Exchange or the New York Stock Exchange, respectively;
(vi) a general moratorium on commercial banking activities in the State of New York shall have been declared by either Federal or
New York State authorities or a general moratorium on commercial banking activities in Switzerland shall have been declared by authorities
in Switzerland; (vii) there shall have occurred the outbreak or escalation of hostilities involving the United States or Switzerland
or the declaration by the United States or Switzerland of a national emergency or war; or (viii) there shall have occurred any change
in financial markets or other national or international calamity or crisis of such magnitude and severity in its effect on the financial
markets, as, in any such case described in clauses (i) through (viii) above, in the judgment of the Representatives, after
consultation with the Guarantor, to make it impracticable to proceed with the public offering or the delivery of the Designated Securities
on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectus, as amended or supplemented relating
to such Securities.
13. If
any Terms Agreement shall be terminated by the Underwriters of the Designated Securities pursuant to clause (i) of Section 12
hereof or because of any failure or refusal on the part of the Issuer or the Guarantor to comply with the terms or to fulfill any of
the conditions of the Terms Agreement, or if for any reason either the Issuer or the Guarantor shall be unable to perform its obligations
under the Terms Agreement, the Issuer and the Guarantor will reimburse the Underwriters of such Securities for all out-of-pocket expenses
(including the fees and disbursements of counsel) reasonably incurred by the Underwriters in connection with the Designated Securities.
Notwithstanding the termination of any Terms Agreement
the provisions of Sections 9, 10 and 11 hereof shall remain in effect.
14. In
all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters,
and the parties here to shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the
Terms Agreement.
All statements, requests, notices and agreements
hereunder shall be in writing (including by electronic means), and if to the Underwriters shall be delivered or sent as directed in the
applicable Terms Agreement; and if to the Issuer and the Guarantor shall be delivered or sent by mail, telex or facsimile transmission
to its address set forth in the Registration Statement, Attention: Group General Counsel, or such other address as the Issuer or the
Guarantor shall notify in writing to the Representatives; provided, however, that any notice to an Underwriter of Designated
Securities pursuant to Section 9(c) hereof shall be delivered or sent to such Underwriter at its address set forth in its Underwriters’
Questionnaire, or telex constituting such Questionnaire, which address will be supplied to Issuer and the Guarantor by the Representatives
upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
15. This
Agreement and each Terms Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Issuer, the Guarantor
and, to the extent provided in Section 9 and Section 11 hereof, the officers and directors of the Issuer and the Guarantor
and each person who controls the Issuer or the Guarantor or any Underwriter and their respective heirs, executors, administrators, successors
and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any such Terms Agreement. No
purchaser of any of the Designated Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.
16. The
Issuer and the Guarantor acknowledge and agree that (i) the purchase and sale of any Designated Securities pursuant to this Agreement
is an arm’s-length commercial transaction between the Issuer and the Guarantor, on the one hand, and the several Underwriters,
on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as
principal and not as an agent or fiduciary of the Issuer or the Guarantor, (iii) no Underwriter has assumed an advisory or fiduciary
responsibility in favor of the Issuer or the Guarantor with respect to the offering contemplated hereby or the process leading thereto
(irrespective of whether such Underwriter has advised or is currently advising the Issuer or the Guarantor on other matters) or any other
obligation to the Issuer or the Guarantor except the obligations expressly set forth in this Agreement and (iv) the Issuer and the
Guarantor have consulted its own legal and financial advisors to the extent it deemed appropriate. The Issuer and the Guarantor agree
that they will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary
or similar duty to the Issuer or the Guarantor, in connection with such transaction or the process leading thereto.
17. (a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,
were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.
“Covered
Entity” means any of the following:
(i) a “covered entity” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable.
“U.S.
Special Resolution Regime” means each of (i) the U.S. Federal Deposit Insurance Act, as amended and the regulations
promulgated thereunder and (ii) Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended and the
regulations promulgated thereunder.
18. The
Issuer hereby appoints Novartis Services, Inc., One Health Plaza, East Hanover, NJ 07936, as its authorized agent (the “Authorized
Agent”) upon which process may be served in any action based on this Agreement which may be instituted in any State or Federal
court in The City, County and State of New York by any Underwriter and expressly accepts the jurisdiction of any such court in respect
of such action. Such appointment shall be irrevocable for a period of seven (7) years from the date hereof unless and until a successor
Authorized Agent shall be appointed and such successor shall accept such appointment. The Issuer will take any and all action, including
the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force
and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer (mailed or delivered
as aforesaid) shall be deemed, in every respect, effective service of process upon the Issuer. Notwithstanding the foregoing, any action
based on this Agreement or any Terms Agreement may be instituted by any Underwriter against the Guarantor in any competent court in Switzerland.
19. Time
shall be of the essence of each Terms Agreement. As used herein, the term “business day” shall mean any day when the
Commission’s office in Washington, D.C. is open for business.
20. This
Agreement and each Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York.
21. This
Agreement and each Terms Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts,
each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.
Delivery of this Agreement or any Terms Agreement by one party to any other party may be made by facsimile, electronic mail (including
any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as
amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so
delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Exhibit 4.1
FORM OF GUARANTEED DEBT SECURITY
THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE
OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY
FOR ALL PURPOSES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN DEFINITIVE FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
| REGISTERED
NO. [ ] |
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PRINCIPAL
AMOUNT: $[ ] |
| CUSIP
NO. 66989H AT5 |
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| ISIN NO.
US66989HAT59 |
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NOVARTIS CAPITAL CORPORATION
3.800% NOTES DUE 2029
FULLY AND UNCONDITIONALLY GUARANTEED BY
NOVARTIS AG
Novartis Capital Corporation, a corporation organized under the laws
of the State of Delaware (hereinafter called the Company, which term shall include any successor entity under the Indenture),
for value received, hereby promises to pay to Cede & Co., as nominee for DTC, or registered assigns, upon presentation, the
principal sum of [ ] Dollars ($[ ]) (or such other amount set forth on the Schedule of Increases or Decreases in the Global Security
attached hereto) on September 18, 2029 (the Maturity Date) and to pay interest thereon from September 18, 2024
or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on March 18
and September 18 in each year (each an Interest Payment Date), commencing on March 18, 2025, at the rate of 3.800% per
annum, until the entire Principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for
on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security is registered at the
close of business on the Record Date for such interest, which shall be March 3 or September 3 (whether or not a Business Day
(as defined below)), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Record Date, and may either be paid to the Person in whose name
this Security is registered at the close of business on a special record date for the payment of defaulted interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series at least 15 calendar days prior to such special record
date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which
the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Payment of the Principal of and interest on and any Additional Amounts
in respect of this Global Security will be paid to DTC for the purpose of permitting DTC to credit the Principal and interest received
by it in respect of this Global Security to the accounts of the beneficial owners thereof; provided, however, that if this
Security is not a Global Security, payment of the Principal of, interest on and Additional Amounts, if any, in respect of this Security
will be made at the office or agency of the Trustee in The City of New York, or elsewhere as provided in the Indenture, in such coin
or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; and provided,
further, that at the option of the Company payment of interest may be made by (a) check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (b) transfer to an account of the Person entitled thereto
located inside the United States.
If an Interest Payment Date or redemption date (including an Optional
Make Whole Redemption Date (as defined on the reverse hereof)), or the Maturity Date, as the case may be, would fall on a day that is
not a Business Day, then the Interest Payment Date or redemption date (including an Optional Make Whole Redemption Date), or the Maturity
Date, as the case may be, will be postponed to the next succeeding Business Day, but no additional interest shall be paid unless the
Company fails to make payment on such next succeeding Business Day.
Business
Day means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized
or obligated by law, regulation or executive order to be closed and on which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Zurich, Switzerland.
Additional provisions of this Security are set forth following the
signature page hereof, which provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed this 18th day of September 2024.
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NOVARTIS CAPITAL CORPORATION |
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By: |
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Name: |
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Title: |
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TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one or all of the Securities of the series designated “3.800%
Notes due 2029” pursuant to the within-mentioned Indenture.
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HSBC BANK USA, NATIONAL ASSOCIATION, |
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as Trustee |
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By: |
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Authorized Signatory |
GUARANTEE
OF
NOVARTIS AG
For value received, Novartis AG, a stock corporation (Aktiengesellschaft)
incorporated under the laws of Switzerland, having its principal executive offices at Lichtstrasse 35, CH-4056 Basel, Switzerland (the
Guarantor, which term includes any Person as a successor Guarantor under the Indenture referred to in the Security upon which
this Guarantee is endorsed), hereby fully and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed
and to the Trustee on behalf of each such Holder the due and punctual payment of the Principal of, interest on and any Additional Amounts
payable in respect of such Security and the due and punctual payment of the sinking fund or analogous payments referred to therein, if
any, when and as the same shall become due and payable, whether on the Maturity Date, by declaration of acceleration, call for redemption
or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of Novartis Capital Corporation,
a corporation organized under the laws of the State of Delaware (the Company, which term includes any successor Person under such
Indenture), to punctually make any such payment of Principal, interest or Additional Amounts or any such sinking fund or analogous payment,
the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether
on the Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company.
The indebtedness evidenced by this Guarantee is ranked equally and
pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
The Guarantor hereby agrees that its obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such
Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification
or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance
that may otherwise constitute a legal or equitable discharge of a guarantor; provided, however, that, notwithstanding the
foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the Principal of such Security,
or increase the interest rate thereon, or alter the stated Maturity Date thereof, or increase the Principal of any Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Article 7 of such
Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger
or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security
or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands
whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the Principal of, interest on and Additional
Amounts payable in respect of such Security. This Guarantee is a guarantee of payment and not of collection.
The Guarantor shall be subrogated to all rights of the Holder of such
Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions
of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon such right of subrogation until the Principal of, interest on and Additional Amounts payable in respect of all Securities
of the same series issued under such Indenture shall have been paid in full.
No reference herein to such Indenture and no provision of such Indenture
shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional, of the due and punctual payment of the Principal
of, interest on and Additional Amounts payable in respect of, and any sinking fund or analogous payments with respect to, the Security
upon which this Guarantee is endorsed.
This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee under such Indenture.
All terms used in this Guarantee but not defined herein shall have
the meanings assigned to them in such Indenture.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
IN
WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed this 18th day of September 2024.
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NOVARTIS AG, |
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as the Guarantor |
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By: |
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Name: |
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Title: |
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By: |
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[REVERSE OF SECURITY]
This Security is one or all of a duly authorized issue of securities
of the Company (herein called the Securities) issued and to be issued in one or more series under an Indenture, dated as of February 10,
2009 (herein called the Indenture), among the Company, Novartis Securities Investment Ltd. and Novartis Finance S.A., Novartis
AG, as guarantor (the Guarantor), and HSBC Bank USA, National Association, as trustee (herein called the Trustee, which
term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor,
the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one or all of the series designated as the “3.800% Notes due 2029.”
The following shall apply in lieu of Section 4.5 of the Indenture:
payments made by the Company or the Guarantor under or with respect to the Securities will be free and clear of and without withholding
or deduction for or on account of any and all present or future taxes, duties, assessments or governmental charges of any nature imposed,
levied, collected, withheld or assessed by or on behalf of (i) the government of Switzerland or of any political subdivision of
Switzerland or by any authority or agency therein or thereof having the power to tax, (ii) the government of the jurisdiction of
organization of the Company or any political subdivision or territory or possession of such jurisdiction or by any authority or agency
therein or thereof having the power to tax or (iii) the government of any jurisdiction from or through which a payment on the Securities
or the guarantee is made or any political subdivision or territory or possession of such jurisdiction or by any authority or agency therein
or thereof having power to tax (each of clauses (i), (ii) and (iii), a Relevant Taxing Jurisdiction), which are referred
to herein collectively as Taxes, unless the Company or the Guarantor is required to withhold or deduct Taxes by law. If the Company
is required to withhold or deduct any amount for or on account of Taxes from any payment made with respect to the Securities, the Company
will pay such additional amounts (Additional Amounts) as may be necessary so that the net amount received by each Holder (including
Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if the Taxes
had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to Taxes: (1) imposed by the
United States or by any political subdivision or territory or possession of such jurisdiction or by any authority or agency therein or
thereof having the power to tax; (2) that would not have been imposed but for the existence of any present or former connection
between such Holder or beneficial owner of the Securities (or between a fiduciary, settlor, beneficiary, member or shareholder of, or
possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation)
and a Relevant Taxing Jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary,
member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled thereof
or a national thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment
therein; (3) that are estate, inheritance, gift, sales, transfer, personal property, wealth or similar taxes, duties, assessments
or other governmental charges; (4) payable other than by withholding from payments of principal of or interest on the Securities;
(5) that would not have been imposed but for the failure of the applicable recipient of such payment, upon request, to make a declaration
of non-residence or other similar claim for exemption to the relevant tax authority or comply with any certification, identification,
information, documentation or other reporting requirement to the extent such compliance is required by applicable law or administrative
practice or an applicable treaty as a precondition to exemption from, or reduction in, the rate of deduction or withholding of such Taxes;
(6) that would not have been imposed but for the presentation of a Security (where presentation is required) for payment on a date
more than 30 days after the date on which such payment first became due and payable or the date on which payment thereof was duly provided
for, whichever occurred later; (7) to the extent the amount of Tax could have been reduced by presentation for payment of the relevant
Securities to a paying agent other than the paying agent to which the presentation was made; or (8) any combination of the foregoing
items; nor shall Additional Amounts be paid with respect to any payment of the principal of or interest on any note to any such Holder
who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a
beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled
to such Additional Amounts had it been the Holder of the Security. Notwithstanding any other provisions contained herein, each of the
Company, the Guarantor or any other person making payments on behalf of the Company shall be entitled to deduct and withhold, as required,
and shall not be required to pay any Additional Amounts with respect to any such withholding or deduction imposed on or in respect of
any note pursuant to Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (FATCA), any current
or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and
any other jurisdiction to implement FATCA, any law, regulation or other official guidance enacted or published in any jurisdiction implementing
FATCA or an intergovernmental agreement with respect thereto, or any agreement with the U.S. Internal Revenue Service under FATCA.
The following shall apply in lieu of Section 3.1 of the Indenture:
the Securities in this series are redeemable in whole (but not in part, at the discretion of the Company) at any time, at a redemption
price equal to the principal amount plus accrued and unpaid interest, if any, to (but not including) the date fixed for redemption (each
such redemption, a Tax Redemption), if: (a) the Company determines that, as a result of any change in or amendment to the
laws or any regulations or rulings promulgated thereunder of a Relevant Taxing Jurisdiction, or any change in the application or official
interpretation of such laws, regulations or rulings, or any change in the application or official interpretation of, or any execution
of or amendment to, any treaty or treaties affecting taxation to which any such jurisdiction is a party, which change, execution or amendment
becomes effective on or after the date hereof: (i) the Company or the Guarantor would be required to pay Additional Amounts with
respect to such series of Securities on the next succeeding Interest Payment Date and the payment of such Additional Amounts cannot be
avoided by the use of reasonable measures available to the Company or the Guarantor; or (ii) withholding tax has been or would be
required to be withheld with respect to interest income received or receivable by the Company directly from the Guarantor (or any affiliate)
and such withholding tax obligation cannot be avoided by the use of reasonable measures available to the Company or the Guarantor (or
any affiliate); or (b) the Company determines, based upon an opinion of independent counsel selected by the Company that, as a result
of any action taken by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction in, a
Relevant Taxing Jurisdiction (whether or not such action was taken or brought with respect to the Guarantor or the Company, as the case
may be), which action is taken or brought on or after the date hereof, there is a substantial probability that the circumstances described
in subsection (a) above would exist; provided, however, that no such notice of redemption may be given earlier than 90 calendar
days prior to the earliest date on which the Company or the Guarantor would be obligated to pay such Additional Amounts. The Company
will also pay to each Holder, or make available for payment to each such Holder, on the redemption date any Additional Amounts resulting
from the payment of such redemption price, subject to the terms of this Security.
The Company, at its option at any time and from time to time prior
to August 18, 2029 (the Par Call Date), may redeem the Securities (each such redemption, an Optional Make Whole Redemption),
in whole or in part, at a redemption price (the Optional Make Whole Redemption Price) (expressed as a percentage of principal
amount and rounded to three decimal places) equal to the greater of (i) (a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the date of such Optional Make Whole Redemption (each such date, an
Optional Make Whole Redemption Date), assuming such Securities matured on the Par Call Date, on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 10 basis points less (b) interest
accrued to the date of redemption; and (ii) 100% of the principal amount of such Securities to be so redeemed, plus in either case,
accrued and unpaid interest thereon to the Optional Make Whole Redemption Date. On or after the Par Call Date, the Company may redeem
the Securities (each such redemption, an Optional Par Redemption), in whole or in part, at any time and from time to time, at
a redemption price (the Optional Par Redemption Price) equal to 100% of the principal amount of such Securities to be so redeemed,
plus accrued and unpaid interest thereon to the date of such Optional Par Redemption (each such date, an Optional Par Redemption Date).
Treasury
Rate means, with respect to any Optional Make Whole Redemption Date, the yield determined by the Company in accordance with
the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m.,
New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal
Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that
appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve
System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (H.15)
under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption
or heading) (H.15 TCM). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the
Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the Remaining Life);
or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield
corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis
(using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such
Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity
on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15
shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the redemption date.
If on the third business day preceding the redemption date H.15 TCM
is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent
yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury
security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury
security maturing on the Par Call Date, but there are two or more United States Treasury securities with a maturity date equally distant
from the Par Call Date, one with a maturity date preceding the Par Call Date, and one with a maturity date following the Par Call Date,
the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more
United States Treasury securities maturing on the Par Call Date, or two or more United States Treasury securities meeting the criteria
of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States
Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities
at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield
to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed
as a percentage of the principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three
decimal places.
The Company’s actions and determinations in determining the
redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically delivered
(or otherwise transmitted in accordance with the depositary’s procedures) at least 10 calendar days but not more than 60 calendar
days before the redemption date to each Holder of the Securities to be so redeemed.
Any redemption may, at the Company’s discretion, be subject
to one or more conditions precedent. Any related written notice of redemption will describe the conditions precedent and, at the Company’s
discretion, will indicate that the redemption date may be delayed or the written notice rescinded if all such conditions precedent have
not been satisfied or waived by the Company. In the case of a partial redemption, selection of the Securities for redemption will be
made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of any
series of a principal amount of $2,000 or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security will state the portion of the principal amount of the applicable Security to be redeemed. A
new Security in a principal amount equal to the unredeemed portion of the applicable Security will be issued in the name of the Holder
of such Security upon surrender for cancellation of such original Security. For so long as any Securities are registered in the name
of the DTC (or another depository) or such depositary’s nominee, the redemption of such Security shall be done in accordance with
the policies and procedures of the depositary.
Unless the Company defaults in payment of the redemption price on
and after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants and the related defaults and Events of Default applicable to
the Company and the Guarantor, in each case, upon compliance by the Company and the Guarantor with certain conditions set forth in the
Indenture, which provisions apply to this Security.
Notwithstanding Section 7.1 of the Indenture, only if one or
more of the following Events of Default with respect to the Securities of this series shall occur and be continuing may the Principal
of the Securities of this series be declared due and payable in the manner and with the effect provided in the Indenture:
| · | default
in the payment of all or any part of the Principal (or premium, if any) of any of the 3.800%
Notes due 2029 when the same becomes due and payable at maturity, upon acceleration, redemption
or mandatory repurchase, including as a sinking fund installment, or otherwise, and such
default continues for more than two Business Days; |
| · | default
in the payment of any interest on, or any Additional Amounts payable in respect of, any of
the 3.800% Notes due 2029 when the same becomes due and payable, and such default continues
for a period of 30 calendar days; |
| · | default
or breach of any other covenant or agreement of the Company or the Guarantor in this Indenture
with respect to any of the 3.800% Notes due 2029 (other than a covenant or agreement a default
in whose performance or whose breach is specifically dealt with elsewhere in Section 7.1
of the Indenture), and such default or breach continues for a period of 90 calendar days
after there has been given to the Company and the Guarantor by the Trustee or to the Company,
the Guarantor and the Trustee by the Holders of 25% or more in aggregate principal amount
of the Securities of such series a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default” hereunder; |
| · | an
encumbrancer or a receiver or a person with similar functions appointed for execution (in
Switzerland a Liquidator or Konkursverwalter) taking possession
of the whole or any substantial part of the assets or undertaking of the Company or the Guarantor
or a distress, execution or other process being levied or enforced upon or sued out against
a substantial part of the property or assets of the Company or the Guarantor and not being
paid, discharged, removed or stayed within 30 calendar days; |
| · | the
Company or the Guarantor stopping payment or ceasing business (except in each case in circumstances
previously approved by the Holders of a majority in Principal (or, if any Securities are
Original Issue Discount Securities, such portion of the Principal of the Securities of the
relevant series as may then be accelerated under Section 7.2 of the Indenture) of the
outstanding Securities of all series affected (all such series voting as one class); |
| · | the
Company becoming bankrupt or insolvent or entering into a moratorium or making a general
assignment for the benefit of its creditors; |
| · | the
Guarantor becoming bankrupt or insolvent (or is obliged to notify the court of its financial
situation in accordance with Article 725b of the Swiss Code of Obligations) or
entering into a provisional or definitive moratorium (provisorische or definitive Nachlassstundung)
or making a general arrangement with its creditors (Nachlassvertrag); |
| · | an
order being made or effective resolution passed for the winding-up or dissolution of the
Company or the Guarantor except (i) a winding-up or dissolution, the terms of such winding-up
or dissolution having previously been approved by the Holders of a majority in Principal
(or, if any Securities are Original Issue Discount Securities, such portion of the Principal
of the Securities of the relevant series as may then be accelerated under Section 7.2
of the Indenture) of the outstanding Securities of all series affected (all such series voting
as one class) or (ii) a winding-up or dissolution in connection with any consolidation,
merger, sale, lease or conveyance in accordance with Section 5 of the Indenture; or |
| · | if
the Guarantee with respect to any of the 3.800% Notes due 2029 ceases to be, or is claimed
by the Guarantor not to be, in full force and effect. |
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of
a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of
the Securities of all such affected series at the time outstanding shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee
against any costs, liabilities or expenses to be incurred in compliance with such request and, for 60 calendar days after receipt of
such notice, request and offer of indemnity, the Trustee shall have failed to institute any such proceeding, and, during such 60-calendar-day
period, the Trustee shall not have received from the Holders of a majority in principal amount of the Securities of this series at the
time outstanding a direction inconsistent with such request. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates
expressed herein.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders
of the Securities under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of not
less than a majority in principal amount of the outstanding Securities affected by such amendment. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities at the time outstanding, on behalf of the Holders
of all Securities, to waive compliance by the Company or the Guarantor, or both, with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal of
and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
The Company may, from time to time, without the consent of the Holders
of the Securities, increase the principal amount of the Securities by issuing additional Securities in the future on the same terms and
conditions as the Securities in all respects, except for any differences in the issue date, issue price and first payment of interest
thereon, and with the same CUSIP number as the Securities. The Securities and any additional Securities shall rank equally and ratably
and shall be treated as a single series for all purposes under the Indenture. The Company will not issue any additional Securities unless
such additional Securities are fungible with the Securities for U.S. federal income tax purposes.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place of payment where the Principal and interest on this Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Guarantor and the Trustee
for the Securities duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities
of this series, of authorized denomination and for the same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject
to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities
of this series of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection
therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the
Guarantor, the Trustee, or any such agent shall be affected by notice to the contrary.
The obligations of the Company and the Guarantor under the Indenture
and this Security and all documents delivered in the name of the Company or the Guarantor, as the case may be, in connection herewith
and therewith do not and shall not constitute personal obligations of the directors, officers, employees, agents or shareholders of the
Company or the Guarantor or any of them, and shall not involve any claim against or personal liability on the part of any of them, and
all persons including the Trustee shall look solely to the assets of the Company and the Guarantor for the payment of any claim thereunder
or for the performance thereof and shall not seek recourse against such directors, officers, employees, agents or shareholders of the
Company or the Guarantor or any of them or any of their personal assets for such satisfaction. The performance of the obligations of
the Company and the Guarantor under the Indenture and this Security and all documents delivered in the name of the Company or the Guarantor,
as the case may be, in connection therewith shall not be deemed a waiver of any rights or powers of the Company or the Guarantor or their
respective directors or shareholders under the Company’s or the Guarantor’s respective Articles of Incorporation.
All terms used in this Security but not defined herein shall have
the meanings assigned to them in the Indenture.
THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused “CUSIP” numbers to be printed on the Securities as a convenience
to the Holders of the Securities. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the
Securities, and reliance may be placed only on the other identification numbers printed hereon.
SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL
SECURITY
The initial outstanding principal amount of this
Global Security is $__________. The following increases or decreases in this Global Security have been made:
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Amount of
decreases in
Principal Amount
of this Global Security |
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Amount of
increases in
Principal Amount
of this Global Security |
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Principal amount
of this Global
Security
following such
decreases or
increases |
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Signature of
authorized
signatory of
Trustee |
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ASSIGNMENT AND TRANSFER FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE |
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including Zip Code, of Assignee) |
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| the within Security of Novartis Capital
Corporation and |
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hereby
does irrevocably constitute and appoint |
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thereof with full power of substitution in the premises |
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as it appears on the first page of the within Security in every particular, without alteration or enlargement or any change
whatever. |
NOTICE: Signature(s) must be guaranteed by an “eligible
guarantor institution” that is a member or participant in a “signature guarantee program” (e.g., the Securities
Transfer Agents Medallion Program, the Stock Exchange Medallion Program and the New York Stock Exchange Medallion Program).
Exhibit 4.2
FORM OF GUARANTEED DEBT SECURITY
THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE
OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY
FOR ALL PURPOSES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN DEFINITIVE FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
| REGISTERED NO. [ ] |
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PRINCIPAL AMOUNT: $[ ] |
| CUSIP NO. 66989H AU2 |
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NOVARTIS CAPITAL CORPORATION
4.000% NOTES DUE 2031
FULLY AND UNCONDITIONALLY GUARANTEED BY
NOVARTIS AG
Novartis Capital Corporation, a corporation organized under the laws
of the State of Delaware (hereinafter called the Company, which term shall include any successor entity under the Indenture),
for value received, hereby promises to pay to Cede & Co., as nominee for DTC, or registered assigns, upon presentation, the
principal sum of [ ] Dollars ($[ ]) (or such other amount set forth on the Schedule of Increases or Decreases in the Global Security
attached hereto) on September 18, 2031 (the Maturity Date) and to pay interest thereon from September 18, 2024
or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on March 18
and September 18 in each year (each an Interest Payment Date), commencing on March 18, 2025, at the rate of 4.000% per
annum, until the entire Principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for
on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security is registered at the
close of business on the Record Date for such interest, which shall be March 3 or September 3 (whether or not a Business Day
(as defined below)), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Record Date, and may either be paid to the Person in whose name
this Security is registered at the close of business on a special record date for the payment of defaulted interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series at least 15 calendar days prior to such special record
date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which
the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Payment of the Principal of and interest on and any Additional Amounts
in respect of this Global Security will be paid to DTC for the purpose of permitting DTC to credit the Principal and interest received
by it in respect of this Global Security to the accounts of the beneficial owners thereof; provided, however, that if this
Security is not a Global Security, payment of the Principal of, interest on and Additional Amounts, if any, in respect of this Security
will be made at the office or agency of the Trustee in The City of New York, or elsewhere as provided in the Indenture, in such coin
or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; and provided,
further, that at the option of the Company payment of interest may be made by (a) check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (b) transfer to an account of the Person entitled thereto
located inside the United States.
If an Interest Payment Date or redemption date (including an Optional
Make Whole Redemption Date (as defined on the reverse hereof)), or the Maturity Date, as the case may be, would fall on a day that is
not a Business Day, then the Interest Payment Date or redemption date (including an Optional Make Whole Redemption Date), or the Maturity
Date, as the case may be, will be postponed to the next succeeding Business Day, but no additional interest shall be paid unless the
Company fails to make payment on such next succeeding Business Day.
Business Day means any day other than a Saturday, a Sunday
or a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to be
closed and on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings
in foreign exchange and foreign currency deposits) in Zurich, Switzerland.
Additional provisions of this Security are set forth following the
signature page hereof, which provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed this 18th day of September 2024.
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NOVARTIS CAPITAL CORPORATION |
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By: |
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Name: |
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TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one or all of the Securities of the series designated “4.000%
Notes due 2031” pursuant to the within-mentioned Indenture.
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HSBC BANK USA, NATIONAL ASSOCIATION, |
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as Trustee |
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By: |
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Authorized Signatory |
GUARANTEE
OF
NOVARTIS AG
For value received, Novartis AG, a stock corporation (Aktiengesellschaft)
incorporated under the laws of Switzerland, having its principal executive offices at Lichtstrasse 35, CH-4056 Basel, Switzerland (the
Guarantor, which term includes any Person as a successor Guarantor under the Indenture referred to in the Security upon which
this Guarantee is endorsed), hereby fully and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed
and to the Trustee on behalf of each such Holder the due and punctual payment of the Principal of, interest on and any Additional Amounts
payable in respect of such Security and the due and punctual payment of the sinking fund or analogous payments referred to therein, if
any, when and as the same shall become due and payable, whether on the Maturity Date, by declaration of acceleration, call for redemption
or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of Novartis Capital Corporation,
a corporation organized under the laws of the State of Delaware (the Company, which term includes any successor Person under such
Indenture), to punctually make any such payment of Principal, interest or Additional Amounts or any such sinking fund or analogous payment,
the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether
on the Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company.
The indebtedness evidenced by this Guarantee is ranked equally and
pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
The Guarantor hereby agrees that its obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such
Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification
or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance
that may otherwise constitute a legal or equitable discharge of a guarantor; provided, however, that, notwithstanding the
foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the Principal of such Security,
or increase the interest rate thereon, or alter the stated Maturity Date thereof, or increase the Principal of any Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Article 7 of such
Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger
or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security
or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands
whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the Principal of, interest on and Additional
Amounts payable in respect of such Security. This Guarantee is a guarantee of payment and not of collection.
The Guarantor shall be subrogated to all rights of the Holder of such
Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions
of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon such right of subrogation until the Principal of, interest on and Additional Amounts payable in respect of all Securities
of the same series issued under such Indenture shall have been paid in full.
No reference herein to such Indenture and no provision of such Indenture
shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional, of the due and punctual payment of the Principal
of, interest on and Additional Amounts payable in respect of, and any sinking fund or analogous payments with respect to, the Security
upon which this Guarantee is endorsed.
This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee under such Indenture.
All terms used in this Guarantee but not defined herein shall have
the meanings assigned to them in such Indenture.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
to be duly executed this 18th day of September 2024.
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NOVARTIS AG, |
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as the Guarantor |
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[REVERSE OF SECURITY]
This Security is one or all of a duly authorized issue of securities
of the Company (herein called the Securities) issued and to be issued in one or more series under an Indenture, dated as of February 10,
2009 (herein called the Indenture), among the Company, Novartis Securities Investment Ltd. and Novartis Finance S.A., Novartis
AG, as guarantor (the Guarantor), and HSBC Bank USA, National Association, as trustee (herein called the Trustee, which
term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor,
the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one or all of the series designated as the “4.000% Notes due 2031.”
The following shall apply in lieu of Section 4.5 of the Indenture:
payments made by the Company or the Guarantor under or with respect to the Securities will be free and clear of and without withholding
or deduction for or on account of any and all present or future taxes, duties, assessments or governmental charges of any nature imposed,
levied, collected, withheld or assessed by or on behalf of (i) the government of Switzerland or of any political subdivision of
Switzerland or by any authority or agency therein or thereof having the power to tax, (ii) the government of the jurisdiction of
organization of the Company or any political subdivision or territory or possession of such jurisdiction or by any authority or agency
therein or thereof having the power to tax or (iii) the government of any jurisdiction from or through which a payment on the Securities
or the guarantee is made or any political subdivision or territory or possession of such jurisdiction or by any authority or agency therein
or thereof having power to tax (each of clauses (i), (ii) and (iii), a Relevant Taxing Jurisdiction), which are referred
to herein collectively as Taxes, unless the Company or the Guarantor is required to withhold or deduct Taxes by law. If the Company
is required to withhold or deduct any amount for or on account of Taxes from any payment made with respect to the Securities, the Company
will pay such additional amounts (Additional Amounts) as may be necessary so that the net amount received by each Holder (including
Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if the Taxes
had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to Taxes: (1) imposed by the
United States or by any political subdivision or territory or possession of such jurisdiction or by any authority or agency therein or
thereof having the power to tax; (2) that would not have been imposed but for the existence of any present or former connection
between such Holder or beneficial owner of the Securities (or between a fiduciary, settlor, beneficiary, member or shareholder of, or
possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation)
and a Relevant Taxing Jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary,
member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled thereof
or a national thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment
therein; (3) that are estate, inheritance, gift, sales, transfer, personal property, wealth or similar taxes, duties, assessments
or other governmental charges; (4) payable other than by withholding from payments of principal of or interest on the Securities;
(5) that would not have been imposed but for the failure of the applicable recipient of such payment, upon request, to make a declaration
of non-residence or other similar claim for exemption to the relevant tax authority or comply with any certification, identification,
information, documentation or other reporting requirement to the extent such compliance is required by applicable law or administrative
practice or an applicable treaty as a precondition to exemption from, or reduction in, the rate of deduction or withholding of such Taxes;
(6) that would not have been imposed but for the presentation of a Security (where presentation is required) for payment on a date
more than 30 days after the date on which such payment first became due and payable or the date on which payment thereof was duly provided
for, whichever occurred later; (7) to the extent the amount of Tax could have been reduced by presentation for payment of the relevant
Securities to a paying agent other than the paying agent to which the presentation was made; or (8) any combination of the foregoing
items; nor shall Additional Amounts be paid with respect to any payment of the principal of or interest on any note to any such Holder
who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a
beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled
to such Additional Amounts had it been the Holder of the Security. Notwithstanding any other provisions contained herein, each of the
Company, the Guarantor or any other person making payments on behalf of the Company shall be entitled to deduct and withhold, as required,
and shall not be required to pay any Additional Amounts with respect to any such withholding or deduction imposed on or in respect of
any note pursuant to Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (FATCA), any current
or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and
any other jurisdiction to implement FATCA, any law, regulation or other official guidance enacted or published in any jurisdiction implementing
FATCA or an intergovernmental agreement with respect thereto, or any agreement with the U.S. Internal Revenue Service under FATCA.
The following shall apply in lieu of Section 3.1 of the Indenture:
the Securities in this series are redeemable in whole (but not in part, at the discretion of the Company) at any time, at a redemption
price equal to the principal amount plus accrued and unpaid interest, if any, to (but not including) the date fixed for redemption (each
such redemption, a Tax Redemption), if: (a) the Company determines that, as a result of any change in or amendment to the
laws or any regulations or rulings promulgated thereunder of a Relevant Taxing Jurisdiction, or any change in the application or official
interpretation of such laws, regulations or rulings, or any change in the application or official interpretation of, or any execution
of or amendment to, any treaty or treaties affecting taxation to which any such jurisdiction is a party, which change, execution or amendment
becomes effective on or after the date hereof: (i) the Company or the Guarantor would be required to pay Additional Amounts with
respect to such series of Securities on the next succeeding Interest Payment Date and the payment of such Additional Amounts cannot be
avoided by the use of reasonable measures available to the Company or the Guarantor; or (ii) withholding tax has been or would be
required to be withheld with respect to interest income received or receivable by the Company directly from the Guarantor (or any affiliate)
and such withholding tax obligation cannot be avoided by the use of reasonable measures available to the Company or the Guarantor (or
any affiliate); or (b) the Company determines, based upon an opinion of independent counsel selected by the Company that, as a result
of any action taken by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction in, a
Relevant Taxing Jurisdiction (whether or not such action was taken or brought with respect to the Guarantor or the Company, as the case
may be), which action is taken or brought on or after the date hereof, there is a substantial probability that the circumstances described
in subsection (a) above would exist; provided, however, that no such notice of redemption may be given earlier than 90 calendar
days prior to the earliest date on which the Company or the Guarantor would be obligated to pay such Additional Amounts. The Company
will also pay to each Holder, or make available for payment to each such Holder, on the redemption date any Additional Amounts resulting
from the payment of such redemption price, subject to the terms of this Security.
The Company, at its option at any time and from time to time prior
to July 18, 2031 (the Par Call Date), may redeem the Securities (each such redemption, an Optional Make Whole Redemption),
in whole or in part, at a redemption price (the Optional Make Whole Redemption Price) (expressed as a percentage of principal
amount and rounded to three decimal places) equal to the greater of (i) (a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the date of such Optional Make Whole Redemption (each such date, an
Optional Make Whole Redemption Date), assuming such Securities matured on the Par Call Date, on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 10 basis points less (b) interest
accrued to the date of redemption; and (ii) 100% of the principal amount of such Securities to be so redeemed, plus in either case,
accrued and unpaid interest thereon to the Optional Make Whole Redemption Date. On or after the Par Call Date, the Company may redeem
the Securities (each such redemption, an Optional Par Redemption), in whole or in part, at any time and from time to time, at
a redemption price (the Optional Par Redemption Price) equal to 100% of the principal amount of such Securities to be so redeemed,
plus accrued and unpaid interest thereon to the date of such Optional Par Redemption (each such date, an Optional Par Redemption Date).
Treasury Rate means, with respect to any Optional Make Whole
Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m.,
New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal
Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that
appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve
System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (H.15)
under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption
or heading) (H.15 TCM). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the
Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the Remaining Life);
or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield
corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis
(using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such
Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity
on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15
shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the redemption date.
If on the third business day preceding the redemption date H.15 TCM
is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent
yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury
security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury
security maturing on the Par Call Date, but there are two or more United States Treasury securities with a maturity date equally distant
from the Par Call Date, one with a maturity date preceding the Par Call Date, and one with a maturity date following the Par Call Date,
the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more
United States Treasury securities maturing on the Par Call Date, or two or more United States Treasury securities meeting the criteria
of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States
Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities
at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield
to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed
as a percentage of the principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three
decimal places.
The Company’s actions and determinations in determining the
redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically delivered
(or otherwise transmitted in accordance with the depositary’s procedures) at least 10 calendar days but not more than 60 calendar
days before the redemption date to each Holder of the Securities to be so redeemed.
Any redemption may, at the Company’s discretion, be subject
to one or more conditions precedent. Any related written notice of redemption will describe the conditions precedent and, at the Company’s
discretion, will indicate that the redemption date may be delayed or the written notice rescinded if all such conditions precedent have
not been satisfied or waived by the Company. In the case of a partial redemption, selection of the Securities for redemption will be
made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of any
series of a principal amount of $2,000 or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security will state the portion of the principal amount of the applicable Security to be redeemed. A
new Security in a principal amount equal to the unredeemed portion of the applicable Security will be issued in the name of the Holder
of such Security upon surrender for cancellation of such original Security. For so long as any Securities are registered in the name
of the DTC (or another depository) or such depositary’s nominee, the redemption of such Security shall be done in accordance with
the policies and procedures of the depositary.
Unless the Company defaults in payment of the redemption price on
and after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants and the related defaults and Events of Default applicable to
the Company and the Guarantor, in each case, upon compliance by the Company and the Guarantor with certain conditions set forth in the
Indenture, which provisions apply to this Security.
Notwithstanding Section 7.1 of the Indenture, only if one or
more of the following Events of Default with respect to the Securities of this series shall occur and be continuing may the Principal
of the Securities of this series be declared due and payable in the manner and with the effect provided in the Indenture:
| · | default
in the payment of all or any part of the Principal (or premium, if any) of any of the 4.000%
Notes due 2031 when the same becomes due and payable at maturity, upon acceleration, redemption
or mandatory repurchase, including as a sinking fund installment, or otherwise, and such
default continues for more than two Business Days; |
| · | default
in the payment of any interest on, or any Additional Amounts payable in respect of, any of
the 4.000% Notes due 2031 when the same becomes due and payable, and such default continues
for a period of 30 calendar days; |
| · | default
or breach of any other covenant or agreement of the Company or the Guarantor in this Indenture
with respect to any of the 4.000% Notes due 2031 (other than a covenant or agreement a default
in whose performance or whose breach is specifically dealt with elsewhere in Section 7.1
of the Indenture), and such default or breach continues for a period of 90 calendar days
after there has been given to the Company and the Guarantor by the Trustee or to the Company,
the Guarantor and the Trustee by the Holders of 25% or more in aggregate principal amount
of the Securities of such series a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default” hereunder; |
| · | an encumbrancer
or a receiver or a person with similar functions appointed for execution (in Switzerland
a Liquidator or Konkursverwalter) taking possession of the whole
or any substantial part of the assets or undertaking of the Company or the Guarantor or a
distress, execution or other process being levied or enforced upon or sued out against a
substantial part of the property or assets of the Company or the Guarantor and not being
paid, discharged, removed or stayed within 30 calendar days; |
| · | the Company
or the Guarantor stopping payment or ceasing business (except in each case in circumstances
previously approved by the Holders of a majority in Principal (or, if any Securities are
Original Issue Discount Securities, such portion of the Principal of the Securities of the
relevant series as may then be accelerated under Section 7.2 of the Indenture) of the
outstanding Securities of all series affected (all such series voting as one class); |
| · | the Company
becoming bankrupt or insolvent or entering into a moratorium or making a general assignment
for the benefit of its creditors; |
| · | the Guarantor
becoming bankrupt or insolvent (or is obliged to notify the court of its financial situation
in accordance with Article 725b of the Swiss Code of Obligations) or entering into
a provisional or definitive moratorium (provisorische or definitive Nachlassstundung)
or making a general arrangement with its creditors (Nachlassvertrag); |
| · | an order
being made or effective resolution passed for the winding-up or dissolution of the Company
or the Guarantor except (i) a winding-up or dissolution, the terms of such winding-up
or dissolution having previously been approved by the Holders of a majority in Principal
(or, if any Securities are Original Issue Discount Securities, such portion of the Principal
of the Securities of the relevant series as may then be accelerated under Section 7.2
of the Indenture) of the outstanding Securities of all series affected (all such series voting
as one class) or (ii) a winding-up or dissolution in connection with any consolidation,
merger, sale, lease or conveyance in accordance with Section 5 of the Indenture; or |
| · | if the
Guarantee with respect to any of the 4.000% Notes due 2031 ceases to be, or is claimed by
the Guarantor not to be, in full force and effect. |
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of
a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of
the Securities of all such affected series at the time outstanding shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee
against any costs, liabilities or expenses to be incurred in compliance with such request and, for 60 calendar days after receipt of
such notice, request and offer of indemnity, the Trustee shall have failed to institute any such proceeding, and, during such 60-calendar-day
period, the Trustee shall not have received from the Holders of a majority in principal amount of the Securities of this series at the
time outstanding a direction inconsistent with such request. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates
expressed herein.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders
of the Securities under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of not
less than a majority in principal amount of the outstanding Securities affected by such amendment. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities at the time outstanding, on behalf of the Holders
of all Securities, to waive compliance by the Company or the Guarantor, or both, with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal of
and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
The Company may, from time to time, without the consent of the Holders
of the Securities, increase the principal amount of the Securities by issuing additional Securities in the future on the same terms and
conditions as the Securities in all respects, except for any differences in the issue date, issue price and first payment of interest
thereon, and with the same CUSIP number as the Securities. The Securities and any additional Securities shall rank equally and ratably
and shall be treated as a single series for all purposes under the Indenture. The Company will not issue any additional Securities unless
such additional Securities are fungible with the Securities for U.S. federal income tax purposes.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place of payment where the Principal and interest on this Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Guarantor and the Trustee
for the Securities duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities
of this series, of authorized denomination and for the same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject
to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities
of this series of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection
therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the
Guarantor, the Trustee, or any such agent shall be affected by notice to the contrary.
The obligations of the Company and the Guarantor under the Indenture
and this Security and all documents delivered in the name of the Company or the Guarantor, as the case may be, in connection herewith
and therewith do not and shall not constitute personal obligations of the directors, officers, employees, agents or shareholders of the
Company or the Guarantor or any of them, and shall not involve any claim against or personal liability on the part of any of them, and
all persons including the Trustee shall look solely to the assets of the Company and the Guarantor for the payment of any claim thereunder
or for the performance thereof and shall not seek recourse against such directors, officers, employees, agents or shareholders of the
Company or the Guarantor or any of them or any of their personal assets for such satisfaction. The performance of the obligations of
the Company and the Guarantor under the Indenture and this Security and all documents delivered in the name of the Company or the Guarantor,
as the case may be, in connection therewith shall not be deemed a waiver of any rights or powers of the Company or the Guarantor or their
respective directors or shareholders under the Company’s or the Guarantor’s respective Articles of Incorporation.
All terms used in this Security but not defined herein shall have
the meanings assigned to them in the Indenture.
THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused “CUSIP” numbers to be printed on the Securities as a convenience
to the Holders of the Securities. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the
Securities, and reliance may be placed only on the other identification numbers printed hereon.
SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL
SECURITY
The initial outstanding principal amount of this
Global Security is $__________. The following increases or decreases in this Global Security have been made:
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Amount of
decreases in
Principal Amount
of this Global Security |
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Amount of
increases in
Principal Amount
of this Global Security |
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Principal amount
of this Global
Security
following such
decreases or
increases |
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Signature of
authorized
signatory of
Trustee |
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ASSIGNMENT AND TRANSFER FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE |
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including Zip Code, of Assignee) |
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Corporation and |
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hereby
does irrevocably constitute and appoint |
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thereof with full power of substitution in the premises |
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as it appears on the first page of the within Security in every particular, without alteration or enlargement or any change
whatever. |
NOTICE: Signature(s) must be guaranteed by an “eligible
guarantor institution” that is a member or participant in a “signature guarantee program” (e.g., the Securities
Transfer Agents Medallion Program, the Stock Exchange Medallion Program and the New York Stock Exchange Medallion Program).
Exhibit 4.3
FORM OF GUARANTEED DEBT SECURITY
THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE
OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY
FOR ALL PURPOSES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN DEFINITIVE FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
| REGISTERED NO. [ ] |
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PRINCIPAL AMOUNT: $[ ] |
| CUSIP NO. 66989H AV0 |
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NOVARTIS CAPITAL CORPORATION
4.200% NOTES DUE 2034
FULLY AND UNCONDITIONALLY GUARANTEED BY
NOVARTIS AG
Novartis Capital Corporation, a corporation organized under the laws
of the State of Delaware (hereinafter called the Company, which term shall include any successor entity under the Indenture), for
value received, hereby promises to pay to Cede & Co., as nominee for DTC, or registered assigns, upon presentation, the principal
sum of [ ] Dollars ($[ ]) (or such other amount set forth on the Schedule of Increases or Decreases in the Global Security attached hereto)
on September 18, 2034 (the Maturity Date) and to pay interest thereon from September 18, 2024 or from the most recent
interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on March 18 and September 18
in each year (each an Interest Payment Date), commencing on March 18, 2025, at the rate of 4.200% per annum, until the entire
Principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for on
any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security is registered at the close
of business on the Record Date for such interest, which shall be March 3 or September 3 (whether or not a Business Day (as defined
below)), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Record Date, and may either be paid to the Person in whose name this Security
is registered at the close of business on a special record date for the payment of defaulted interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series at least 15 calendar days prior to such special record date, or may be
paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Payment of the Principal of and interest on and any Additional Amounts
in respect of this Global Security will be paid to DTC for the purpose of permitting DTC to credit the Principal and interest received
by it in respect of this Global Security to the accounts of the beneficial owners thereof; provided, however, that if this
Security is not a Global Security, payment of the Principal of, interest on and Additional Amounts, if any, in respect of this Security
will be made at the office or agency of the Trustee in The City of New York, or elsewhere as provided in the Indenture, in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; and provided,
further, that at the option of the Company payment of interest may be made by (a) check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (b) transfer to an account of the Person entitled thereto
located inside the United States.
If an Interest Payment Date or redemption date (including an Optional
Make Whole Redemption Date (as defined on the reverse hereof)), or the Maturity Date, as the case may be, would fall on a day that is
not a Business Day, then the Interest Payment Date or redemption date (including an Optional Make Whole Redemption Date), or the Maturity
Date, as the case may be, will be postponed to the next succeeding Business Day, but no additional interest shall be paid unless the Company
fails to make payment on such next succeeding Business Day.
Business Day means any day other than a Saturday, a Sunday or
a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to be closed
and on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign
exchange and foreign currency deposits) in Zurich, Switzerland.
Additional provisions of this Security are set forth following the
signature page hereof, which provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed this 18th day of September 2024.
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NOVARTIS CAPITAL CORPORATION |
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Name: |
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TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one or all of the Securities of the series designated “4.200%
Notes due 2034” pursuant to the within-mentioned Indenture.
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HSBC BANK USA, NATIONAL ASSOCIATION, |
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as Trustee |
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By: |
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Authorized Signatory |
GUARANTEE
OF
NOVARTIS AG
For value received, Novartis AG, a stock corporation (Aktiengesellschaft)
incorporated under the laws of Switzerland, having its principal executive offices at Lichtstrasse 35, CH-4056 Basel, Switzerland (the
Guarantor, which term includes any Person as a successor Guarantor under the Indenture referred to in the Security upon which this
Guarantee is endorsed), hereby fully and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed
and to the Trustee on behalf of each such Holder the due and punctual payment of the Principal of, interest on and any Additional Amounts
payable in respect of such Security and the due and punctual payment of the sinking fund or analogous payments referred to therein, if
any, when and as the same shall become due and payable, whether on the Maturity Date, by declaration of acceleration, call for redemption
or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of Novartis Capital Corporation,
a corporation organized under the laws of the State of Delaware (the Company, which term includes any successor Person under such
Indenture), to punctually make any such payment of Principal, interest or Additional Amounts or any such sinking fund or analogous payment,
the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether
on the Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company.
The indebtedness evidenced by this Guarantee is ranked equally and
pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
The Guarantor hereby agrees that its obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such
Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification
or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance
that may otherwise constitute a legal or equitable discharge of a guarantor; provided, however, that, notwithstanding the
foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the Principal of such Security,
or increase the interest rate thereon, or alter the stated Maturity Date thereof, or increase the Principal of any Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Article 7 of such Indenture.
The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy
of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness
evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by payment in full of the Principal of, interest on and Additional Amounts
payable in respect of such Security. This Guarantee is a guarantee of payment and not of collection.
The Guarantor shall be subrogated to all rights of the Holder of such
Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions
of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon such right of subrogation until the Principal of, interest on and Additional Amounts payable in respect of all Securities
of the same series issued under such Indenture shall have been paid in full.
No reference herein to such Indenture and no provision of such Indenture
shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional, of the due and punctual payment of the Principal
of, interest on and Additional Amounts payable in respect of, and any sinking fund or analogous payments with respect to, the Security
upon which this Guarantee is endorsed.
This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee under such Indenture.
All terms used in this Guarantee but not defined herein shall have
the meanings assigned to them in such Indenture.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
to be duly executed this 18th day of September 2024.
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NOVARTIS AG, |
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as the Guarantor |
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[REVERSE OF SECURITY]
This Security is one or all of a duly authorized issue of securities
of the Company (herein called the Securities) issued and to be issued in one or more series under an Indenture, dated as of February 10,
2009 (herein called the Indenture), among the Company, Novartis Securities Investment Ltd. and Novartis Finance S.A., Novartis
AG, as guarantor (the Guarantor), and HSBC Bank USA, National Association, as trustee (herein called the Trustee, which
term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the
Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one or all of the series designated as the “4.200% Notes due 2034.”
The following shall apply in lieu of Section 4.5 of the Indenture:
payments made by the Company or the Guarantor under or with respect to the Securities will be free and clear of and without withholding
or deduction for or on account of any and all present or future taxes, duties, assessments or governmental charges of any nature imposed,
levied, collected, withheld or assessed by or on behalf of (i) the government of Switzerland or of any political subdivision of Switzerland
or by any authority or agency therein or thereof having the power to tax, (ii) the government of the jurisdiction of organization
of the Company or any political subdivision or territory or possession of such jurisdiction or by any authority or agency therein or thereof
having the power to tax or (iii) the government of any jurisdiction from or through which a payment on the Securities or the guarantee
is made or any political subdivision or territory or possession of such jurisdiction or by any authority or agency therein or thereof
having power to tax (each of clauses (i), (ii) and (iii), a Relevant Taxing Jurisdiction), which are referred to herein collectively
as Taxes, unless the Company or the Guarantor is required to withhold or deduct Taxes by law. If the Company is required to withhold
or deduct any amount for or on account of Taxes from any payment made with respect to the Securities, the Company will pay such additional
amounts (Additional Amounts) as may be necessary so that the net amount received by each Holder (including Additional Amounts)
after such withholding or deduction will not be less than the amount the Holder would have received if the Taxes had not been withheld
or deducted; provided that no Additional Amounts will be payable with respect to Taxes: (1) imposed by the United States or by any
political subdivision or territory or possession of such jurisdiction or by any authority or agency therein or thereof having the power
to tax; (2) that would not have been imposed but for the existence of any present or former connection
between such Holder or beneficial owner of the Securities (or between a fiduciary, settlor, beneficiary, member or shareholder of, or
possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation)
and a Relevant Taxing Jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary,
member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled thereof
or a national thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment
therein; (3) that are estate, inheritance, gift, sales, transfer, personal property, wealth or similar taxes, duties, assessments
or other governmental charges; (4) payable other than by withholding from payments of principal of or interest on the Securities;
(5) that would not have been imposed but for the failure of the applicable recipient of such payment, upon request, to make a declaration
of non-residence or other similar claim for exemption to the relevant tax authority or comply with any certification, identification,
information, documentation or other reporting requirement to the extent such compliance is required by applicable law or administrative
practice or an applicable treaty as a precondition to exemption from, or reduction in, the rate of deduction or withholding of such Taxes;
(6) that would not have been imposed but for the presentation of a Security (where presentation is required) for payment on a date
more than 30 days after the date on which such payment first became due and payable or the date on which payment thereof was duly provided
for, whichever occurred later; (7) to the extent the amount of Tax could have been reduced by presentation for payment of the relevant
Securities to a paying agent other than the paying agent to which the presentation was made; or (8) any combination of the foregoing
items; nor shall Additional Amounts be paid with respect to any payment of the principal of or interest on any note to any such Holder
who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a
beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled
to such Additional Amounts had it been the Holder of the Security. Notwithstanding any other provisions contained herein, each of the
Company, the Guarantor or any other person making payments on behalf of the Company shall be entitled to deduct and withhold, as required,
and shall not be required to pay any Additional Amounts with respect to any such withholding or deduction imposed on or in respect of
any note pursuant to Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (FATCA), any current
or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any
other jurisdiction to implement FATCA, any law, regulation or other official guidance enacted or published in any jurisdiction implementing
FATCA or an intergovernmental agreement with respect thereto, or any agreement with the U.S. Internal Revenue Service under FATCA.
The following shall apply in lieu of Section 3.1 of the Indenture:
the Securities in this series are redeemable in whole (but not in part, at the discretion of the Company) at any time, at a redemption
price equal to the principal amount plus accrued and unpaid interest, if any, to (but not including) the date fixed for redemption (each
such redemption, a Tax Redemption), if: (a) the Company determines that, as a result of any change in or amendment to the
laws or any regulations or rulings promulgated thereunder of a Relevant Taxing Jurisdiction, or any change in the application or official
interpretation of such laws, regulations or rulings, or any change in the application or official interpretation of, or any execution
of or amendment to, any treaty or treaties affecting taxation to which any such jurisdiction is a party, which change, execution or amendment
becomes effective on or after the date hereof: (i) the Company or the Guarantor would be required to pay Additional Amounts with
respect to such series of Securities on the next succeeding Interest Payment Date and the payment of such Additional Amounts cannot be
avoided by the use of reasonable measures available to the Company or the Guarantor; or (ii) withholding
tax has been or would be required to be withheld with respect to interest income received or receivable by the Company directly from the
Guarantor (or any affiliate) and such withholding tax obligation cannot be avoided by the use of reasonable measures available to the
Company or the Guarantor (or any affiliate); or (b) the Company determines, based upon an opinion of independent counsel selected
by the Company that, as a result of any action taken by any legislative body of, taxing authority of, or any action brought in a court
of competent jurisdiction in, a Relevant Taxing Jurisdiction (whether or not such action was taken or brought with respect to the Guarantor
or the Company, as the case may be), which action is taken or brought on or after the date hereof, there is a substantial probability
that the circumstances described in subsection (a) above would exist; provided, however, that no such notice of redemption may be
given earlier than 90 calendar days prior to the earliest date on which the Company or the Guarantor would be obligated to pay such Additional
Amounts. The Company will also pay to each Holder, or make available for payment to each such Holder, on
the redemption date any Additional Amounts resulting from the payment of such redemption price, subject to the terms of this Security.
The Company, at its option at any time and from time to time prior
to June 18, 2034 (the Par Call Date), may redeem the Securities (each such redemption, an Optional Make Whole Redemption),
in whole or in part, at a redemption price (the Optional Make Whole Redemption Price) (expressed as a percentage of principal amount
and rounded to three decimal places) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the date of such Optional Make Whole Redemption (each such date, an Optional
Make Whole Redemption Date), assuming such Securities matured on the Par Call Date, on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points less (b) interest accrued to the
date of redemption; and (ii) 100% of the principal amount of such Securities to be so redeemed, plus in either case, accrued and
unpaid interest thereon to the Optional Make Whole Redemption Date. On or after the Par Call Date, the Company may redeem the Securities
(each such redemption, an Optional Par Redemption), in whole or in part, at any time and from time to time, at a redemption price
(the Optional Par Redemption Price) equal to 100% of the principal amount of such Securities to be so redeemed, plus accrued and
unpaid interest thereon to the date of such Optional Par Redemption (each such date, an Optional Par Redemption Date).
Treasury Rate means, with respect to any Optional Make Whole
Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m.,
New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal
Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear
after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated
as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (H.15) under the caption
“U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (H.15
TCM). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity
on H.15 exactly equal to the period from the redemption date to the Par Call Date (the Remaining Life); or (2) if there is
no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the
Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately
longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of
days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on
H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining
Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity
date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM
is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent
yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury
security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security
maturing on the Par Call Date, but there are two or more United States Treasury securities with a maturity date equally distant from the
Par Call Date, one with a maturity date preceding the Par Call Date, and one with a maturity date following the Par Call Date, the Company
shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States
Treasury securities maturing on the Par Call Date, or two or more United States Treasury securities meeting the criteria of the preceding
sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security
that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00
a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity
of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage
of the principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining the redemption
price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically delivered
(or otherwise transmitted in accordance with the depositary’s procedures) at least 10 calendar days but not more than 60 calendar
days before the redemption date to each Holder of the Securities to be so redeemed.
Any redemption may, at the Company’s discretion, be subject to
one or more conditions precedent. Any related written notice of redemption will describe the conditions precedent and, at the Company’s
discretion, will indicate that the redemption date may be delayed or the written notice rescinded if all such conditions precedent have
not been satisfied or waived by the Company. In the case of a partial redemption, selection of the Securities for redemption will be made
pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of any series
of a principal amount of $2,000 or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption
that relates to such Security will state the portion of the principal amount of the applicable Security to be redeemed. A new Security
in a principal amount equal to the unredeemed portion of the applicable Security will be issued in the name of the Holder of such Security
upon surrender for cancellation of such original Security. For so long as any Securities are registered in the name of the DTC (or another
depository) or such depositary’s nominee, the redemption of such Security shall be done in accordance with the policies and procedures
of the depositary.
Unless the Company defaults in payment of the redemption price on and
after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants and the related defaults and Events of Default applicable to
the Company and the Guarantor, in each case, upon compliance by the Company and the Guarantor with certain conditions set forth in the
Indenture, which provisions apply to this Security.
Notwithstanding Section 7.1 of the Indenture, only if one or more
of the following Events of Default with respect to the Securities of this series shall occur and be continuing may the Principal of the
Securities of this series be declared due and payable in the manner and with the effect provided in the Indenture:
| · | default in the payment of all or any part of the Principal (or premium, if any) of any of the 4.200% Notes due 2034 when the same
becomes due and payable at maturity, upon acceleration, redemption or mandatory repurchase, including as a sinking fund installment, or
otherwise, and such default continues for more than two Business Days; |
| · | default in the payment of any interest on, or any Additional Amounts payable in respect of, any of the 4.200% Notes due 2034 when
the same becomes due and payable, and such default continues for a period of 30 calendar days; |
| · | default or breach of any other covenant or agreement of the Company or the Guarantor in this Indenture with respect to any of the
4.200% Notes due 2034 (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with elsewhere
in Section 7.1 of the Indenture), and such default or breach continues for a period of 90 calendar days after there has been given
to the Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of 25% or more in aggregate
principal amount of the Securities of such series a written notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; |
| · | an encumbrancer or a receiver or a person with similar functions appointed for execution (in Switzerland a Liquidator or Konkursverwalter)
taking possession of the whole or any substantial part of the assets or undertaking of the Company or the Guarantor or a distress, execution
or other process being levied or enforced upon or sued out against a substantial part of the property or assets of the Company or the
Guarantor and not being paid, discharged, removed or stayed within 30 calendar days; |
| · | the Company or the Guarantor stopping payment or ceasing business (except in each case in circumstances previously approved by the
Holders of a majority in Principal (or, if any Securities are Original Issue Discount Securities, such portion of the Principal of the
Securities of the relevant series as may then be accelerated under Section 7.2 of the Indenture) of the outstanding Securities of
all series affected (all such series voting as one class); |
| · | the Company becoming bankrupt or insolvent or entering into a moratorium or making a general assignment for the benefit of its creditors; |
| · | the Guarantor becoming bankrupt or insolvent (or is obliged to notify the court of its financial situation in accordance with Article 725b of
the Swiss Code of Obligations) or entering into a provisional or definitive moratorium (provisorische or definitive Nachlassstundung)
or making a general arrangement with its creditors (Nachlassvertrag); |
| · | an order being made or effective resolution passed for the winding-up or dissolution of the Company or the Guarantor except (i) a
winding-up or dissolution, the terms of such winding-up or dissolution having previously been approved by the Holders of a majority in
Principal (or, if any Securities are Original Issue Discount Securities, such portion of the Principal of the Securities of the relevant
series as may then be accelerated under Section 7.2 of the Indenture) of the outstanding Securities of all series affected (all such
series voting as one class) or (ii) a winding-up or dissolution in connection with any consolidation, merger, sale, lease or conveyance
in accordance with Section 5 of the Indenture; or |
| · | if the Guarantee with respect to any of the 4.200% Notes due 2034 ceases to be, or is claimed by the Guarantor not to be, in full
force and effect. |
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of all such affected series at the time outstanding shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee
against any costs, liabilities or expenses to be incurred in compliance with such request and, for 60 calendar days after receipt of such
notice, request and offer of indemnity, the Trustee shall have failed to institute any such proceeding, and, during such 60-calendar-day
period, the Trustee shall not have received from the Holders of a majority in principal amount of the Securities of this series at the
time outstanding a direction inconsistent with such request. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates
expressed herein.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders
of the Securities under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of not
less than a majority in principal amount of the outstanding Securities affected by such amendment. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities at the time outstanding, on behalf of the Holders
of all Securities, to waive compliance by the Company or the Guarantor, or both, with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal of
and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
The Company may, from time to time, without the consent of the Holders
of the Securities, increase the principal amount of the Securities by issuing additional Securities in the future on the same terms and
conditions as the Securities in all respects, except for any differences in the issue date, issue price and first payment of interest
thereon, and with the same CUSIP number as the Securities. The Securities and any additional Securities shall rank equally and ratably
and shall be treated as a single series for all purposes under the Indenture. The Company will not issue any additional Securities unless
such additional Securities are fungible with the Securities for U.S. federal income tax purposes.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place of payment where the Principal and interest on this Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Guarantor and the Trustee
for the Securities duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities
of this series, of authorized denomination and for the same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject
to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities
of this series of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection
therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the
Guarantor, the Trustee, or any such agent shall be affected by notice to the contrary.
The obligations of the Company and the Guarantor under the Indenture
and this Security and all documents delivered in the name of the Company or the Guarantor, as the case may be, in connection herewith
and therewith do not and shall not constitute personal obligations of the directors, officers, employees, agents or shareholders of the
Company or the Guarantor or any of them, and shall not involve any claim against or personal liability on the part of any of them, and
all persons including the Trustee shall look solely to the assets of the Company and the Guarantor for the payment of any claim thereunder
or for the performance thereof and shall not seek recourse against such directors, officers, employees, agents or shareholders of the
Company or the Guarantor or any of them or any of their personal assets for such satisfaction. The performance of the obligations of the
Company and the Guarantor under the Indenture and this Security and all documents delivered in the name of the Company or the Guarantor,
as the case may be, in connection therewith shall not be deemed a waiver of any rights or powers of the Company or the Guarantor or their
respective directors or shareholders under the Company’s or the Guarantor’s respective Articles of Incorporation.
All terms used in this Security but not defined herein shall have the
meanings assigned to them in the Indenture.
THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused “CUSIP” numbers to be printed on the Securities as a convenience
to the Holders of the Securities. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the
Securities, and reliance may be placed only on the other identification numbers printed hereon.
SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL
SECURITY
The initial outstanding principal amount of this
Global Security is $__________. The following increases or decreases in this Global Security have been made:
| Date of Exchange |
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Amount of
decreases in
Principal Amount
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Amount of
increases in
Principal Amount
of this Global Security |
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Principal amount
of this Global
Security
following such
decreases or
increases |
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Signature of
authorized
signatory of
Trustee |
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ASSIGNMENT AND TRANSFER FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
| PLEASE INSERT SOCIAL SECURITY OR OTHER |
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| IDENTIFYING NUMBER OF ASSIGNEE |
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(Please Print or Typewrite Name and Address, including Zip Code, of
Assignee)
the within Security of Novartis Capital Corporation and
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hereby does irrevocably constitute and appoint |
attorney to transfer said Security on the books kept for the registration
thereof with full power of substitution in the premises
NOTICE: The signature to this assignment must correspond with the name
as it appears on the first page of the within Security in every particular, without alteration or enlargement or any change whatever.
NOTICE: Signature(s) must be guaranteed by an “eligible
guarantor institution” that is a member or participant in a “signature guarantee program” (e.g., the Securities
Transfer Agents Medallion Program, the Stock Exchange Medallion Program and the New York Stock Exchange Medallion Program).
Exhibit 4.4
FORM OF GUARANTEED DEBT SECURITY
THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE
OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY
FOR ALL PURPOSES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN DEFINITIVE FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
| REGISTERED NO. [ ] |
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PRINCIPAL AMOUNT: $[ ] |
| CUSIP NO. 66989H AW8 |
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| ISIN NO. US66989HAW88 |
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NOVARTIS CAPITAL CORPORATION
4.700% NOTES DUE 2054
FULLY AND UNCONDITIONALLY GUARANTEED BY
NOVARTIS AG
Novartis Capital Corporation, a corporation organized under the laws
of the State of Delaware (hereinafter called the Company, which term shall include any successor entity under the Indenture), for
value received, hereby promises to pay to Cede & Co., as nominee for DTC, or registered assigns, upon presentation, the principal
sum of [ ] Dollars ($[ ]) (or such other amount set forth on the Schedule of Increases or Decreases in the Global Security attached hereto)
on September 18, 2054 (the Maturity Date) and to pay interest thereon from September 18, 2024 or from the most recent
interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on March 18 and September 18
in each year (each an Interest Payment Date), commencing on March 18, 2025, at the rate of 4.700% per annum, until the entire
Principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for on
any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security is registered at the close
of business on the Record Date for such interest, which shall be March 3 or September 3 (whether or not a Business Day (as defined
below)), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Record Date, and may either be paid to the Person in whose name this Security
is registered at the close of business on a special record date for the payment of defaulted interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series at least 15 calendar days prior to such special record date, or may be
paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Payment of the Principal of and interest on and any Additional Amounts
in respect of this Global Security will be paid to DTC for the purpose of permitting DTC to credit the Principal and interest received
by it in respect of this Global Security to the accounts of the beneficial owners thereof; provided, however, that if this
Security is not a Global Security, payment of the Principal of, interest on and Additional Amounts, if any, in respect of this Security
will be made at the office or agency of the Trustee in The City of New York, or elsewhere as provided in the Indenture, in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; and provided,
further, that at the option of the Company payment of interest may be made by (a) check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (b) transfer to an account of the Person entitled thereto
located inside the United States.
If an Interest Payment Date or redemption date (including an Optional
Make Whole Redemption Date (as defined on the reverse hereof)), or the Maturity Date, as the case may be, would fall on a day that is
not a Business Day, then the Interest Payment Date or redemption date (including an Optional Make Whole Redemption Date), or the Maturity
Date, as the case may be, will be postponed to the next succeeding Business Day, but no additional interest shall be paid unless the Company
fails to make payment on such next succeeding Business Day.
Business Day means any day other than a Saturday, a Sunday or
a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to be closed
and on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign
exchange and foreign currency deposits) in Zurich, Switzerland.
Additional provisions of this Security are set forth following the
signature page hereof, which provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed this 18th day of September 2024.
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NOVARTIS CAPITAL CORPORATION |
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By: |
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Name: |
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Title: |
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TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one or all of the Securities of the series designated “4.700%
Notes due 2054” pursuant to the within-mentioned Indenture.
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HSBC BANK USA, NATIONAL ASSOCIATION, |
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as Trustee |
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By: |
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Authorized Signatory |
GUARANTEE
OF
NOVARTIS AG
For value received, Novartis AG, a stock corporation (Aktiengesellschaft)
incorporated under the laws of Switzerland, having its principal executive offices at Lichtstrasse 35, CH-4056 Basel, Switzerland (the
Guarantor, which term includes any Person as a successor Guarantor under the Indenture referred to in the Security upon which this
Guarantee is endorsed), hereby fully and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed
and to the Trustee on behalf of each such Holder the due and punctual payment of the Principal of, interest on and any Additional Amounts
payable in respect of such Security and the due and punctual payment of the sinking fund or analogous payments referred to therein, if
any, when and as the same shall become due and payable, whether on the Maturity Date, by declaration of acceleration, call for redemption
or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of Novartis Capital Corporation,
a corporation organized under the laws of the State of Delaware (the Company, which term includes any successor Person under such
Indenture), to punctually make any such payment of Principal, interest or Additional Amounts or any such sinking fund or analogous payment,
the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether
on the Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company.
The indebtedness evidenced by this Guarantee is ranked equally and
pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
The Guarantor hereby agrees that its obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such
Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification
or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance
that may otherwise constitute a legal or equitable discharge of a guarantor; provided, however, that, notwithstanding the
foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the Principal of such Security,
or increase the interest rate thereon, or alter the stated Maturity Date thereof, or increase the Principal of any Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Article 7 of such Indenture.
The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy
of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness
evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by payment in full of the Principal of, interest on and Additional Amounts
payable in respect of such Security. This Guarantee is a guarantee of payment and not of collection.
The Guarantor shall be subrogated to all rights of the Holder of such
Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions
of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon such right of subrogation until the Principal of, interest on and Additional Amounts payable in respect of all Securities
of the same series issued under such Indenture shall have been paid in full.
No reference herein to such Indenture and no provision of such Indenture
shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional, of the due and punctual payment of the Principal
of, interest on and Additional Amounts payable in respect of, and any sinking fund or analogous payments with respect to, the Security
upon which this Guarantee is endorsed.
This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee under such Indenture.
All terms used in this Guarantee but not defined herein shall have
the meanings assigned to them in such Indenture.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
to be duly executed this 18th day of September 2024.
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NOVARTIS AG, |
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as the Guarantor |
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By: |
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Name: |
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Title: |
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By: |
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Name: |
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Title: |
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[REVERSE OF SECURITY]
This Security is one or all of a duly authorized issue of securities
of the Company (herein called the Securities) issued and to be issued in one or more series under an Indenture, dated as of February 10,
2009 (herein called the Indenture), among the Company, Novartis Securities Investment Ltd. and Novartis Finance S.A., Novartis
AG, as guarantor (the Guarantor), and HSBC Bank USA, National Association, as trustee (herein called the Trustee, which
term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the
Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one or all of the series designated as the “4.700% Notes due 2054.”
The following shall apply in lieu of Section 4.5 of the Indenture:
payments made by the Company or the Guarantor under or with respect to the Securities will be free and clear of and without withholding
or deduction for or on account of any and all present or future taxes, duties, assessments or governmental charges of any nature imposed,
levied, collected, withheld or assessed by or on behalf of (i) the government of Switzerland or of any political subdivision of Switzerland
or by any authority or agency therein or thereof having the power to tax, (ii) the government of the jurisdiction of organization
of the Company or any political subdivision or territory or possession of such jurisdiction or by any authority or agency therein or thereof
having the power to tax or (iii) the government of any jurisdiction from or through which a payment on the Securities or the guarantee
is made or any political subdivision or territory or possession of such jurisdiction or by any authority or agency therein or thereof
having power to tax (each of clauses (i), (ii) and (iii), a Relevant Taxing Jurisdiction), which are referred to herein collectively
as Taxes, unless the Company or the Guarantor is required to withhold or deduct Taxes by law. If the Company is required to withhold
or deduct any amount for or on account of Taxes from any payment made with respect to the Securities, the Company will pay such additional
amounts (Additional Amounts) as may be necessary so that the net amount received by each Holder (including Additional Amounts)
after such withholding or deduction will not be less than the amount the Holder would have received if the Taxes had not been withheld
or deducted; provided that no Additional Amounts will be payable with respect to Taxes: (1) imposed by the United States or by any
political subdivision or territory or possession of such jurisdiction or by any authority or agency therein or thereof having the power
to tax; (2) that would not have been imposed but for the existence of any present or former connection
between such Holder or beneficial owner of the Securities (or between a fiduciary, settlor, beneficiary, member or shareholder of, or
possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation)
and a Relevant Taxing Jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary,
member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled thereof
or a national thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment
therein; (3) that are estate, inheritance, gift, sales, transfer, personal property, wealth or similar taxes, duties, assessments
or other governmental charges; (4) payable other than by withholding from payments of principal of or interest on the Securities;
(5) that would not have been imposed but for the failure of the applicable recipient of such payment, upon request, to make a declaration
of non-residence or other similar claim for exemption to the relevant tax authority or comply with any certification, identification,
information, documentation or other reporting requirement to the extent such compliance is required by applicable law or administrative
practice or an applicable treaty as a precondition to exemption from, or reduction in, the rate of deduction or withholding of such Taxes;
(6) that would not have been imposed but for the presentation of a Security (where presentation is required) for payment on a date
more than 30 days after the date on which such payment first became due and payable or the date on which payment thereof was duly provided
for, whichever occurred later; (7) to the extent the amount of Tax could have been reduced by presentation for payment of the relevant
Securities to a paying agent other than the paying agent to which the presentation was made; or (8) any combination of the foregoing
items; nor shall Additional Amounts be paid with respect to any payment of the principal of or interest on any note to any such Holder
who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a
beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled
to such Additional Amounts had it been the Holder of the Security. Notwithstanding any other provisions contained herein, each of the
Company, the Guarantor or any other person making payments on behalf of the Company shall be entitled to deduct and withhold, as required,
and shall not be required to pay any Additional Amounts with respect to any such withholding or deduction imposed on or in respect of
any note pursuant to Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (FATCA), any current
or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any
other jurisdiction to implement FATCA, any law, regulation or other official guidance enacted or published in any jurisdiction implementing
FATCA or an intergovernmental agreement with respect thereto, or any agreement with the U.S. Internal Revenue Service under FATCA.
The following shall apply in lieu of Section 3.1 of the Indenture:
the Securities in this series are redeemable in whole (but not in part, at the discretion of the Company) at any time, at a redemption
price equal to the principal amount plus accrued and unpaid interest, if any, to (but not including) the date fixed for redemption (each
such redemption, a Tax Redemption), if: (a) the Company determines that, as a result of any change in or amendment to the
laws or any regulations or rulings promulgated thereunder of a Relevant Taxing Jurisdiction, or any change in the application or official
interpretation of such laws, regulations or rulings, or any change in the application or official interpretation of, or any execution
of or amendment to, any treaty or treaties affecting taxation to which any such jurisdiction is a party, which change, execution or amendment
becomes effective on or after the date hereof: (i) the Company or the Guarantor would be required to pay Additional Amounts with
respect to such series of Securities on the next succeeding Interest Payment Date and the payment of such Additional Amounts cannot be
avoided by the use of reasonable measures available to the Company or the Guarantor; or (ii) withholding
tax has been or would be required to be withheld with respect to interest income received or receivable by the Company directly from the
Guarantor (or any affiliate) and such withholding tax obligation cannot be avoided by the use of reasonable measures available to the
Company or the Guarantor (or any affiliate); or (b) the Company determines, based upon an opinion of independent counsel selected
by the Company that, as a result of any action taken by any legislative body of, taxing authority of, or any action brought in a court
of competent jurisdiction in, a Relevant Taxing Jurisdiction (whether or not such action was taken or brought with respect to the Guarantor
or the Company, as the case may be), which action is taken or brought on or after the date hereof, there is a substantial probability
that the circumstances described in subsection (a) above would exist; provided, however, that no such notice of redemption may be
given earlier than 90 calendar days prior to the earliest date on which the Company or the Guarantor would be obligated to pay such Additional
Amounts. The Company will also pay to each Holder, or make available for payment to each such Holder, on
the redemption date any Additional Amounts resulting from the payment of such redemption price, subject to the terms of this Security.
The Company, at its option at any time and from time to time prior
to March 18, 2054 (the Par Call Date), may redeem the Securities (each such redemption, an Optional Make Whole Redemption),
in whole or in part, at a redemption price (the Optional Make Whole Redemption Price) (expressed as a percentage of principal amount
and rounded to three decimal places) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the date of such Optional Make Whole Redemption (each such date, an Optional
Make Whole Redemption Date), assuming such Securities matured on the Par Call Date, on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points less (b) interest accrued to the
date of redemption; and (ii) 100% of the principal amount of such Securities to be so redeemed, plus in either case, accrued and
unpaid interest thereon to the Optional Make Whole Redemption Date. On or after the Par Call Date, the Company may redeem the Securities
(each such redemption, an Optional Par Redemption), in whole or in part, at any time and from time to time, at a redemption price
(the Optional Par Redemption Price) equal to 100% of the principal amount of such Securities to be so redeemed, plus accrued and
unpaid interest thereon to the date of such Optional Par Redemption (each such date, an Optional Par Redemption Date).
Treasury Rate means, with respect to any Optional Make Whole
Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m.,
New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal
Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear
after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated
as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (H.15) under the caption
“U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (H.15
TCM). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity
on H.15 exactly equal to the period from the redemption date to the Par Call Date (the Remaining Life); or (2) if there is
no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the
Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately
longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of
days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on
H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining
Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity
date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM
is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent
yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury
security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security
maturing on the Par Call Date, but there are two or more United States Treasury securities with a maturity date equally distant from the
Par Call Date, one with a maturity date preceding the Par Call Date, and one with a maturity date following the Par Call Date, the Company
shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States
Treasury securities maturing on the Par Call Date, or two or more United States Treasury securities meeting the criteria of the preceding
sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security
that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00
a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity
of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage
of the principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining the redemption
price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically delivered
(or otherwise transmitted in accordance with the depositary’s procedures) at least 10 calendar days but not more than 60 calendar
days before the redemption date to each Holder of the Securities to be so redeemed.
Any redemption may, at the Company’s discretion, be subject to
one or more conditions precedent. Any related written notice of redemption will describe the conditions precedent and, at the Company’s
discretion, will indicate that the redemption date may be delayed or the written notice rescinded if all such conditions precedent have
not been satisfied or waived by the Company. In the case of a partial redemption, selection of the Securities for redemption will be made
pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of any series
of a principal amount of $2,000 or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption
that relates to such Security will state the portion of the principal amount of the applicable Security to be redeemed. A new Security
in a principal amount equal to the unredeemed portion of the applicable Security will be issued in the name of the Holder of such Security
upon surrender for cancellation of such original Security. For so long as any Securities are registered in the name of the DTC (or another
depository) or such depositary’s nominee, the redemption of such Security shall be done in accordance with the policies and procedures
of the depositary.
Unless the Company defaults in payment of the redemption price on and
after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants and the related defaults and Events of Default applicable to
the Company and the Guarantor, in each case, upon compliance by the Company and the Guarantor with certain conditions set forth in the
Indenture, which provisions apply to this Security.
Notwithstanding Section 7.1 of the Indenture, only if one or more
of the following Events of Default with respect to the Securities of this series shall occur and be continuing may the Principal of the
Securities of this series be declared due and payable in the manner and with the effect provided in the Indenture:
| · | default in the payment of all or any part of the Principal (or premium, if any) of any of the 4.700% Notes due 2054 when the same
becomes due and payable at maturity, upon acceleration, redemption or mandatory repurchase, including as a sinking fund installment, or
otherwise, and such default continues for more than two Business Days; |
| · | default in the payment of any interest on, or any Additional Amounts payable in respect of, any of the 4.700% Notes due 2054 when
the same becomes due and payable, and such default continues for a period of 30 calendar days; |
| · | default or breach of any other covenant or agreement of the Company or the Guarantor in this Indenture with respect to any of the
4.700% Notes due 2054 (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with elsewhere
in Section 7.1 of the Indenture), and such default or breach continues for a period of 90 calendar days after there has been given
to the Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of 25% or more in aggregate
principal amount of the Securities of such series a written notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; |
| · | an encumbrancer or a receiver or a person with similar functions appointed for execution (in Switzerland a Liquidator or Konkursverwalter)
taking possession of the whole or any substantial part of the assets or undertaking of the Company or the Guarantor or a distress, execution
or other process being levied or enforced upon or sued out against a substantial part of the property or assets of the Company or the
Guarantor and not being paid, discharged, removed or stayed within 30 calendar days; |
| · | the Company or the Guarantor stopping payment or ceasing business (except in each case in circumstances previously approved by the
Holders of a majority in Principal (or, if any Securities are Original Issue Discount Securities, such portion of the Principal of the
Securities of the relevant series as may then be accelerated under Section 7.2 of the Indenture) of the outstanding Securities of
all series affected (all such series voting as one class); |
| · | the Company becoming bankrupt or insolvent or entering into a moratorium or making a general assignment for the benefit of its creditors; |
| · | the Guarantor becoming bankrupt or insolvent (or is obliged to notify the court of its financial situation in accordance with Article 725b of
the Swiss Code of Obligations) or entering into a provisional or definitive moratorium (provisorische or definitive Nachlassstundung)
or making a general arrangement with its creditors (Nachlassvertrag); |
| · | an order being made or effective resolution passed for the winding-up or dissolution of the Company or the Guarantor except (i) a
winding-up or dissolution, the terms of such winding-up or dissolution having previously been approved by the Holders of a majority in
Principal (or, if any Securities are Original Issue Discount Securities, such portion of the Principal of the Securities of the relevant
series as may then be accelerated under Section 7.2 of the Indenture) of the outstanding Securities of all series affected (all such
series voting as one class) or (ii) a winding-up or dissolution in connection with any consolidation, merger, sale, lease or conveyance
in accordance with Section 5 of the Indenture; or |
| · | if the Guarantee with respect to any of the 4.700% Notes due 2054 ceases to be, or is claimed by the Guarantor not to be, in full
force and effect. |
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of all such affected series at the time outstanding shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee
against any costs, liabilities or expenses to be incurred in compliance with such request and, for 60 calendar days after receipt of such
notice, request and offer of indemnity, the Trustee shall have failed to institute any such proceeding, and, during such 60-calendar-day
period, the Trustee shall not have received from the Holders of a majority in principal amount of the Securities of this series at the
time outstanding a direction inconsistent with such request. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates
expressed herein.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders
of the Securities under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of not
less than a majority in principal amount of the outstanding Securities affected by such amendment. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities at the time outstanding, on behalf of the Holders
of all Securities, to waive compliance by the Company or the Guarantor, or both, with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal of
and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
The Company may, from time to time, without the consent of the Holders
of the Securities, increase the principal amount of the Securities by issuing additional Securities in the future on the same terms and
conditions as the Securities in all respects, except for any differences in the issue date, issue price and first payment of interest
thereon, and with the same CUSIP number as the Securities. The Securities and any additional Securities shall rank equally and ratably
and shall be treated as a single series for all purposes under the Indenture. The Company will not issue any additional Securities unless
such additional Securities are fungible with the Securities for U.S. federal income tax purposes.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place of payment where the Principal and interest on this Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Guarantor and the Trustee
for the Securities duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities
of this series, of authorized denomination and for the same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject
to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities
of this series of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection
therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the
Guarantor, the Trustee, or any such agent shall be affected by notice to the contrary.
The obligations of the Company and the Guarantor under the Indenture
and this Security and all documents delivered in the name of the Company or the Guarantor, as the case may be, in connection herewith
and therewith do not and shall not constitute personal obligations of the directors, officers, employees, agents or shareholders of the
Company or the Guarantor or any of them, and shall not involve any claim against or personal liability on the part of any of them, and
all persons including the Trustee shall look solely to the assets of the Company and the Guarantor for the payment of any claim thereunder
or for the performance thereof and shall not seek recourse against such directors, officers, employees, agents or shareholders of the
Company or the Guarantor or any of them or any of their personal assets for such satisfaction. The performance of the obligations of the
Company and the Guarantor under the Indenture and this Security and all documents delivered in the name of the Company or the Guarantor,
as the case may be, in connection therewith shall not be deemed a waiver of any rights or powers of the Company or the Guarantor or their
respective directors or shareholders under the Company’s or the Guarantor’s respective Articles of Incorporation.
All terms used in this Security but not defined herein shall have the
meanings assigned to them in the Indenture.
THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused “CUSIP” numbers to be printed on the Securities as a convenience
to the Holders of the Securities. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the
Securities, and reliance may be placed only on the other identification numbers printed hereon.
SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL
SECURITY
The initial outstanding principal amount of this
Global Security is $__________. The following increases or decreases in this Global Security have been made:
| Date of Exchange |
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Amount of
decreases in
Principal Amount
of this Global Security |
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Amount of
increases in
Principal Amount
of this Global Security |
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Principal amount
of this Global
Security
following such
decreases or
increases |
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Signature of
authorized
signatory of
Trustee |
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ASSIGNMENT AND TRANSFER FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
| PLEASE INSERT SOCIAL SECURITY OR OTHER |
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| IDENTIFYING NUMBER OF ASSIGNEE |
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(Please Print or Typewrite Name and Address, including Zip Code, of
Assignee)
the within Security of Novartis Capital Corporation and
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hereby does irrevocably constitute and appoint |
attorney to transfer said Security on the books kept for the registration
thereof with full power of substitution in the premises
NOTICE: The signature to this assignment must correspond with the name
as it appears on the first page of the within Security in every particular, without alteration or enlargement or any change whatever.
NOTICE: Signature(s) must be guaranteed by an “eligible
guarantor institution” that is a member or participant in a “signature guarantee program” (e.g., the Securities
Transfer Agents Medallion Program, the Stock Exchange Medallion Program and the New York Stock Exchange Medallion Program).
Exhibit 4.5
NOVARTIS CAPITAL
CORPORATION
Officer’s Certificate
I,
Eduard Marti, being President and Treasurer of Novartis Capital Corporation (the Company), a Delaware corporation, pursuant
to the resolutions duly adopted by the Board of Directors of the Company on September 10, 2024, hereby determine as follows that:
1. The
initial issuances of the series of guaranteed debt securities entitled 3.800% Notes due 2029 (the 2029 Notes), the 4.000% Notes
due 2031 (the 2031 Notes), the 4.200% Notes due 2034 (the 2034 Notes) and the 4.700% Notes due 2054 (the 2054 Notes
and, together with the 2029 Notes, the 2031 Notes and the 2034 Notes, the Notes) established under the Indenture, dated as of February 10,
2009, among the Company, Novartis Finance S.A. and Novartis Securities Investment Ltd., as issuers, Novartis AG, as guarantor (the Guarantor)
and HSBC Bank USA, National Association, as Trustee (the Indenture; capitalized terms used and not otherwise defined herein have
the meanings assigned to them in the Indenture), which may be authenticated and delivered under the Indenture (except for Notes authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.7, 2.8 or 2.9 of
the Indenture) represent $1,000,000,000 aggregate principal amount of the 2029 Notes, $850,000,000 aggregate principal amount of the 2031
Notes, $1,100,000,000 aggregate principal amount of the 2034 Notes and $750,000,000 aggregate principal amount of the 2054 Notes.
2. The
Company may, from time to time, without the consent of the Holders of the Notes, increase the principal amount of the Notes by issuing
additional Notes in the future with the same terms and conditions as the Notes in all respects, except for any differences in the issue
date, issue price and first payment of interest thereon, and with the same CUSIP number as the Notes. The Notes and any additional Notes
shall rank equally and ratably and shall be treated as a single series for all purposes under the Indenture. The Company will not issue
any additional Notes unless such additional Notes are fungible with the Notes for U.S. federal income tax purposes.
3. The
principal amount of each of the Notes is payable on September 18, 2029, September 18, 2031, September 18, 2034 or September 18,
2054 (as relevant) (unless the Notes are redeemed before that date, in which case principal will be payable on the date fixed for redemption).
4. The
interest payment dates (the Interest Payment Dates) on which interest on the Notes shall be payable are March 18 and September 18
of each year, commencing on March 18, 2025.
5. The
2029 Notes will bear interest at a rate of 3.800% per annum, the 2031 Notes will bear interest at a rate of 4.000% per annum, the 2034
Notes will bear interest at a rate of 4.200% per annum and the 2054 Notes will bear interest at a rate of 4.700% per annum.
6. The
date from which interest shall accrue for each Note is September 18, 2024 (or the most recent Interest Payment Date on which interest
has been paid or duly provided for).
7. The
Record Date for interest payable on the Notes shall be March 3 and September 3, as the case may be, next preceding the Interest
Payment Date.
8. Prior
to August 18, 2029 (the date that is one month prior to the scheduled maturity date for the 2029 Notes) (the 2029 par call date)
in the case of the 2029 Notes, July 18, 2031 (the date that is two months prior to the scheduled maturity date for the 2031 Notes)
(the 2031 par call date) in the case of the 2031 Notes, June 18, 2034 (the date that is three months prior to the scheduled
maturity date for the 2034 Notes) (the 2034 par call date) in the case of the 2034 Notes and March 18, 2054 (the date that
is six months prior to the scheduled maturity date for the 2054 Notes) (the 2054 par call date and, together with the 2029 par
call date, the 2031 par call date and the 2034 par call date, the par call dates and each a par call date) in the case of
the 2054 Notes, the Company may redeem the Notes, in each case in whole or in part, at its option at any time and from time to time at
a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming
such notes matured on the applicable par call date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined in the forms of the Notes attached hereto as Annex A) plus 10 basis points in the case of the
2029 Notes, 10 basis points in the case of the 2031 Notes, 15 basis points in the case of the 2034 Notes and 15 basis points in the case
of the 2054 Notes, as applicable, less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount
of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the 2029 par
call date in the case of the 2029 notes, the 2031 par call date in the case of the 2031 notes, the 2034 par call date in the case of the
2034 notes and the 2054 par call date in the case of the 2054 notes, as applicable, the Company may redeem such notes, in whole or in
part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus
accrued and unpaid interest thereon to the redemption date. Any redemption may, at the Company’s discretion, be subject to one or
more conditions precedent. Any related written notice of redemption will describe the conditions precedent and, at the Company’s
discretion, will indicate that the redemption date may be delayed or the written notice rescinded if all such conditions precedent have
not been satisfied or waived by the Company. In the case of a partial redemption, selection of the applicable series of notes for redemption
will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No notes of any
series of a principal amount of $2,000 or less will be redeemed in part. If any note of a series is to be redeemed in part only, the notice
of redemption that relates to such note will state the portion of the principal amount of the applicable note to be redeemed. A new note
of any series in a principal amount equal to the unredeemed portion of the applicable note will be issued in the name of the holder of
such note upon surrender for cancellation of such original note. For so long as any series of notes are registered in the name of The
Depository Trust Company (or another depositary) or such depositary’s nominee, the redemption of such series of notes shall be done
in accordance with the policies and procedures of the depositary. Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the notes or portions thereof called for redemption.
9. In
the event of changes in withholding taxes applicable to payments of interest on the Notes in Switzerland or any other Relevant Taxing
Jurisdiction, the Company may redeem the notes in whole (but not in part) as set forth in the forms of the Notes attached hereto as Annex
A.
10. There
is no obligation of the Company to redeem or purchase Notes pursuant to any sinking fund or analogous provisions or at the option of
a Holder thereof.
11. The
Notes are issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.
12. Additional
Amounts with respect to Notes are payable by the Company or the Guarantor, as applicable, as set forth in the forms of the Notes attached
hereto as Annex A.
13. The
Notes are issued in registered form only. Individual certificates in respect of the Notes will not be issued except in very limited circumstances.
14. Instead
of the Events of Default set forth in Section 7.1 of the Indenture, an Event of Default with respect to the Notes will mean only
any one of the events set forth in the forms of the Notes attached hereto as Annex A.
15. The
Notes will be guaranteed as set forth in the forms of Notes attached hereto as Annex A.
16. The
applicable CUSIP number for the Notes is 66989H AT5 for the 2029 Notes, 66989H AU2 for the 2031 Notes, 66989H AV0 for the 2034 Notes and
66989H AW8 for the 2054 Notes.
17. The
form and terms of the Terms Agreement (including the Underwriting Agreement included as Annex A therein), dated September 16, 2024
among the Company, the Guarantor, and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and
Mizuho Securities USA LLC, as representatives of the several underwriters named therein (the “Terms Agreement”), which
is attached hereto as Annex B, is hereby approved.
18. The
Notes are being sold to the underwriters at the price and upon the terms set forth in the Terms Agreement.
19. The
Notes and the guarantees shall be in the form attached hereto as Annex A.
[Signature
Page Follows]
IN witness
whereof, I have hereunto signed my name.
Dated:
September 18, 2024
| |
Novartis
Capital Corporation |
| |
|
| |
By: |
/s/ Eduard Marti |
| |
Name: |
Eduard Marti |
| |
Title: |
Director, President and Treasurer |
[Signature Page to Exhibit Officer’s
Certificate (Notes Establishment) (Novartis Capital Corporation)]
ANNEX A
Forms of Notes
[Incorporated
by reference to Exhibits 4.1, 4.2, 4.3 and 4.4 to the Current Report on Form 6-K filed with the SEC on September 18,
2024.]
ANNEX B
Terms Agreement
[Incorporated
by reference to Exhibit 1.1 to the Current Report on Form 6-K filed with the SEC on September 18, 2024.]
Exhibit 5.1
OPINION OF DAVIS POLK & WARDWELL LLP
September 18, 2024
Novartis AG
Lichtstrasse 35
4056 Basel
Switzerland
Novartis Capital Corporation
1 Health Plaza
East Hanover, New Jersey 07936
Ladies and Gentlemen:
Novartis Capital Corporation, a Delaware corporation (the “Company”),
and Novartis AG, a stock corporation organized under the laws of Switzerland (the “Guarantor”), have filed with the
Securities and Exchange Commission a Registration Statement on Form F-3 (File Nos. 333-282133 and 333-282133-01) (the “Registration
Statement”) and the related Prospectus (the “Prospectus”) for the purpose of registering under the Securities
Act of 1933, as amended (the “Securities Act”), certain securities, including $1,000,000,000 aggregate principal amount
of the Company’s 3.800% Notes due 2029 (the “2029 Notes”), $850,000,000 aggregate principal amount of the Company’s
4.000% Notes due 2031 (the “2031 Notes”), $1,100,000,000 aggregate principal amount of the Company’s 4.200% Notes
due 2034 (the “2034 Notes”) and $750,000,000 aggregate principal amount of the Company’s 4.700% Notes due 2054
(the “2054 Notes” and, together with the 2029 Notes, the 2031 Notes and the 2034 Notes, the “Notes”).
The Notes will be guaranteed by the Guarantor (the “Guarantees” and, together with the Notes, the “Securities”).
The Securities are to be issued pursuant to the provisions of the Indenture dated as of February 10, 2009 (the “Indenture”)
among Novartis Capital Corporation, Novartis Securities Investment Ltd. and Novartis Finance S.A., as issuers, Novartis AG, as guarantor,
and HSBC Bank USA, National Association, as trustee (the “Trustee”). The Securities are to be sold pursuant to the
Terms Agreement dated September 16, 2024 (together with the Underwriting Agreement Standard Provisions attached thereto as Annex
A, the “Terms Agreement”) among the Company, the Guarantor and the several underwriters named in Schedule I thereto
(the “Underwriters”).
We, as your counsel, have examined originals or copies of such documents,
corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of
rendering this opinion.
In rendering the opinion expressed herein, we have, without independent
inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents
submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine,
(iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of
public officials and officers of the Company and the Guarantor that we reviewed were and are accurate and (vi) all representations
made by the Company and the Guarantor as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions
and qualifications set forth below, we advise you that, in our opinion:
| (1) | The Notes have been duly authorized by the Company and, when they are executed and authenticated in accordance with the provisions
of the Indenture and delivered to and paid for by the Underwriters pursuant to the Terms Agreement, will be valid and binding obligations
of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial
or regulatory actions giving effect to governmental actions or foreign laws affecting creditors' rights, provided that we express no opinion
as to the (x) effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed
above, or (y) validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of
stated principal amount upon acceleration of the Notes to the extent determined to constitute unearned interest. |
| (2) | Assuming the due authorization of the Guarantee endorsed on each Note by the Guarantor insofar as the laws of Switzerland are concerned,
the Guarantees, when the Notes (and the Guarantees endorsed thereon) are executed and authenticated in accordance with the provisions
of the Indenture and delivered to and paid for by the Underwriters pursuant to the Terms Agreement, will be valid and binding obligations
of the Guarantor, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to
possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors' rights; provided that
we express no opinion as to the (x) effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on
the conclusions expressed above or (y) validity, legally binding effect or enforceability of any provision that permits holders to
collect any portion of stated principal amount upon acceleration of the Notes to the extent determined to constitute unearned interest. |
In connection with the opinion expressed above, we have assumed that
the Guarantor is validly existing as a stock corporation organized under the laws of Switzerland. In addition, we have assumed that the
Indenture and the Securities (collectively, the “Documents”) are valid, binding and enforceable agreements of each
party thereto (other than as expressly covered above in respect of the Company and the Guarantor). We have also assumed that the execution,
delivery and performance by each party to each Document to which it is a party (a) are within its corporate powers, (b) do not
contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (c) require
no action by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene, or constitute
a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other
instrument binding upon such party, provided that we make no such assumption to the extent that we have specifically opined as to such
matters with respect to the Company and the Guarantor.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, except that we express
no opinion as to any law, rule or regulation that is applicable to the Company or the Guarantor, the Documents or such transactions
solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any
of its affiliates due to the specific assets or business of such party or such affiliate. Insofar as the foregoing opinion involves matters
governed by the laws of Switzerland, we have relied, without independent inquiry or investigation, on the opinion of Advestra AG to be
filed as an exhibit to a report on Form 6-K to be filed by the Company on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to a
report on Form 6-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement
and further consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement which is a
part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
Exhibit 5.2
Advestra AG, Uraniastrasse 9, 8001 Zurich
Novartis AG
Lichtstrasse 35
4056 Basel
Switzerland
Novartis Capital Corporation
1 Health Plaza
East Hanover, NJ 07936
United States
Zurich, 18.09.2024
Novartis AG – Form F-3 Registration
Statement – Swiss Opinion Letter
Ladies and Gentlemen,
We have been instructed
by Novartis AG (the "Guarantor"), in connection with (i) the registration under the United States Securities Act
of 1933, as amended (the "Securities Act"), on Form F-3 (the "Registration Statement") of an unspecified
aggregate principal amount of debt securities to be issued by Novartis Capital Corporation (the "Issuer"), and to be
fully and unconditionally guaranteed by the Guarantor as to payment of principal and interest pursuant to guarantees issued by the Guarantor
from time to time (the "Guaranteed Debt Securities" and each a "Guaranteed Debt Security") and (ii) the
offering and sale by the Issuer of USD 1,000,000,000 3.800 per cent Notes
due 2029, USD 850,000,000 4.000 per cent Notes due 2031, USD 1,100,000,000 4.200 per cent Notes due 2034, USD 750,000,000 4.700 per cent
Notes due 2054 to be fully and unconditionally guaranteed by the Guarantor (the "Notes").
This legal opinion relates to Swiss law in effect
on the date hereof and such laws and their interpretation are subject to change. In the absence of explicit statutory law or established
case law, we base our opinions on our independent professional judgement. We express no opinion on any matter governed by the laws of
any other jurisdiction. We do not assume any obligation to inform you of any facts or changes of law or the interpretation thereof occurring
or coming to our attention after the date of this legal opinion, and which might have an impact on any matters addressed in our opinions.
Advestra AG § Uraniastrasse 9 § 8001 Zurich § T +41 58 510 92 00 § info@advestra.ch § www.advestra.ch § CHE-385.508.136MWST
Novartis AG – Form F-3 Registration Statement –
Swiss Opinion Letter |
|
18.09.2024 |
In arriving at the opinions expressed
in section 3, we have exclusively examined and relied on the following documents (each a "Document"):
| (a) | A pdf copy of the Registration
Statement dated 16 September 2024 (the "Registration Statement"); |
| (b) | Pdf copies of (i) the Preliminary
Prospectus Supplement dated 16 September 2024 (the "Preliminary
Prospectus Supplement") relating to the Notes and supplementing
the Base Prospectus dated 16 September 2024 included in the Registration Statement (the "Base
Prospectus") and (ii) the Free Writing Prospectus dated
16 September 2024 (together with the Preliminary Prospectus Supplement and the Base
Prospectus, the "Prospectus"); |
| (c) | A pdf copy of the executed indenture dated 10 February 2009 among the Issuer, Novartis Securities
Investment Ltd. and Novartis Finance S.A., (as issuers), the Guarantor and HSBC Bank USA, National Association (as Trustee) attached as
Exhibit 4.1 to the Registration Statement (the "Indenture"); |
| (d) | The form of Guaranteed Debt Security attached as Exhibit 4.2 to the Registration Statement (the "Form of
Guaranteed Debt Security"); |
| (e) | Pdf copies of the executed securities each dated 18 September 2024 containing an executed Guarantee
of Novartis AG, in the Form of Guaranteed Debt Security attached as Exhibit 4.2 to the Registration Statement (such guarantees,
the "Guarantees"); |
| (f) | An extract from the Commercial Register of the Canton of Basel-Stadt in
respect of the Guarantor, certified by such Commercial Register as of 13 September 2024 (the "Extract"); |
| (g) | The articles of association of the Guarantor dated 5 March 2024, certified
by the Commercial Register of the Canton of Basel-Stadt as of 13 September 2024 to correspond to the latest version filed
with such Commercial Register (the "Articles"); |
| (h) | A pdf copy of the Guarantor’s Regulations of the Board of Directors, its Committees and the Executive
Committee of the Guarantor internal organizational regulations effective 12 December 2007 and in their version dated 7 March 2023
(collectively, the "Organizational Regulations"); |
| (i) | A pdf copy of the Chairman’s Committee Charter of the Guarantor effective 12 December 2007
(the "Charter"); |
| (j) | A copy of the Management Authorization Levels of the Guarantor effective 1 July 2008 (the "Authorization
Levels" and together with the Organizational Regulations and the Charter, the "Internal Regulations"); |
| (k) | A pdf copy of the excerpt of the minutes of meetings of Guarantor’s
the board of directors regarding the authorization of the filing of the Registration Statement, the issuance of Guaranteed Debt Securities
and the Guarantee, dated 27 August 2024 (the "Minutes"); and |
| (l) | A pdf copy of the resolutions of the Chairman’s Committee of the Guarantor dated 20 August 2008
regarding, inter alia, the execution of the Indenture (as defined below) to the extent the Guarantor is a party thereof (the "Chairman
Committee Resolution"). |
Novartis AG – Form F-3 Registration Statement –
Swiss Opinion Letter |
|
18.09.2024 |
We have not reviewed or examined
any document other than the Documents listed above or any non-Swiss statutes and regulations, including those cross-referenced in any
of the Documents and have not made any further enquiries or conducted any due diligence.
In arriving at the opinions expressed
in section 3, we have assumed (with your permission and without verification) each of the following (each an "Assumption"):
| (a) | All Documents submitted to us as copies conform to their respective originals and such originals are complete
and authentic. |
| (b) | All signatures (whether manuscript or electronic) on the Documents are the genuine signatures of the individuals
concerned and were affixed, inserted or provided by such individuals, each individual has consented to the release of his or her signature,
and the form of each such signature (whether manuscript or electronic) is accepted for purposes of due execution of such Documents under
all relevant laws other than Swiss law. |
| (c) | All Documents remain in full force and effect as of the date of this legal opinion and have not been amended,
revoked, rescinded or affected by any action subsequent to their execution or taking and the Registration Statement has been filed and
become effective in the form reviewed by us. |
| (d) | The information contained in the Extract is correct and up to date as of the date of this legal opinion
in all respects relevant to our opinions. |
| (e) | The Articles and the Internal Regulations were complete, up to date and in full force and effect as of
the date of this legal opinion or the date of the Indenture, respectively. |
| (f) | The Minutes are a true record of the proceedings described therein in duly convened, constituted and quorate
meetings of the board of directors of the Guarantor, and the resolutions set out therein were validly passed. |
| (g) | The Minutes and the Chairman Committee Resolution have been duly passed in accordance with Swiss law,
the Articles, the Internal Regulations and (i) the Charter, the Authorization Levels and the Organizational Regulations dated January 2008
were validly in force and effect at the date of passing of the Chairman Committee Resolution and (ii) the Regulations dated 7 March 2023
were validly in force and effect at the date of passing of the resolutions contained in the Minutes. |
| (h) | The Issuer is a (directly or indirectly) wholly-owned subsidiary company of the Guarantor. |
| (i) | The Guarantor did not pass a resolution for its dissolution, winding-up or liquidation and the Guarantor
is a going concern; no petition has been presented or order made by a court or other competent authority for the dissolution, winding-up,
liquidation, bankruptcy, moratorium, composition with creditors or administration of the Guarantor; no receiver, trustee in bankruptcy,
administrator or similar officer has been appointed in relation to the Guarantor or any of its assets or revenues; the Guarantor is not
insolvent (zahlungsunfähig) or overindebted (überschuldet) in the sense of article 725b CO; and no insolvency
or over-indebtedness is threatening or expected. |
Novartis AG – Form F-3 Registration Statement –
Swiss Opinion Letter |
|
18.09.2024 |
| (j) | All parties to the Indenture, the Notes and the Guarantees entered into those respective documents for
bona fide commercial reasons, at arm's-length commercial terms and as a result of bona fide negotiations; the terms and
conditions of the Indenture, the Notes and the Guarantees are in the best interest of all parties thereto; and the Indenture reflects
the true intent and the entire agreement among the parties thereto. |
| (k) | None of the directors or officers of any party to the Indenture, the Notes and the Guarantees nor any
individual who has executed the Indenture, the Notes and/or the Guarantees on behalf of any party has or had a conflict of interest with
such party in respect of the Indenture, the Notes and/or the Guarantees or any related documents or transactions, or otherwise lacks capacity,
that would preclude such director, officer or individual from validly representing (or granting a power of attorney in respect of the
Indenture, the Notes and/or the Guarantees or any related documents) such party. |
| (l) | Unless expressly opined on herein, all representations and warranties made in the Documents as well as
all information contained in the Documents and all statements made to us in connection with the Documents are true and accurate as of
the date they were made. |
| (m) | The Guarantor did not enter into any other agreement or arrangement which would impair its capacity, power
and authority to enter into, and perform its obligations under, the Indenture or the Guarantees. |
| (n) | All authorizations, approvals, licenses, consents, filings, registrations, notarizations, notices, publications,
exemptions or other requirements of or with governmental, judicial or other public bodies and authorities which may be necessary under
any applicable laws or regulations (other than those of Switzerland) in connection with the entry into and performance of any Document
have been obtained, made or fulfilled in due time and remain (and, where relevant, will remain) in full force and effect, any related
conditions have been fulfilled and any related covenants have been and will be complied with. |
| (o) | There was no judicial or administrative order which would prevent the entry into, or the performance of
the transactions contemplated by, any Document by the Guarantor. |
| (p) | The Notes conform to the Form of Guaranteed Debt Security, the Indenture and the descriptions of
the Guaranteed Debt Securities contained in the Registration Statement, the Guarantees are endorsed upon such Guaranteed Debt Securities
and the text of the Guarantees conforms the "Guarantee of Novartis AG" as included in the Form of Guaranteed Debt
Security. |
| (q) | To the extent any Document has to be executed or any obligation has to be performed under any applicable
law other than Swiss law or in any jurisdiction outside Switzerland, such execution and performance has not been and will not be illegal,
invalid or unenforceable by virtue of the laws of such jurisdiction. |
| (r) | No laws and regulations other than those of Switzerland affect any of the conclusions stated in this legal
opinion. |
| (s) | There are no facts, circumstances or events not reflected in the Documents that would be relevant to our
opinions. |
Novartis AG – Form F-3 Registration Statement –
Swiss Opinion Letter |
|
18.09.2024 |
Based upon the Assumptions and
subject to the Qualifications (as defined below), we are of the opinion that under Swiss law as currently in force and interpreted (and
to the extent it depends on such laws):
| (a) | The Guarantor is a company limited by shares (Aktiengesellschaft) incorporated and validly existing
under Swiss law. |
| (b) | The Guarantor has and had at each relevant time, the necessary corporate capacity and power to execute
and file the Registration Statement, and to enter into and to perform its obligations under the Indenture and the Guarantees. |
| (c) | The Guarantor has taken all necessary corporate action to authorize the execution and delivery of the
Indenture and the Guarantees. |
The opinions expressed in section
3 are subject to the effects of Swiss (a) laws on debt enforcement and insolvency (including laws in respect of bankruptcy, moratoria,
protective or securing measures and composition or administration proceedings, and provisions for the avoidance of transactions made to
the detriment of or creating a preference among creditors and similar laws affecting the rights of creditors and secured parties in general),
(b) laws and principles of general application (including the prohibition of the abuse of rights (Rechtsmissbrauch), protection
against excessive commitment, the principle of good faith (Grundsatz von Treu und Glauben), rules in respect of contracting
under the influence of error, fraud, misrepresentation, threat or duress, exploitation, insufficiently determined undertakings, impossibility
of performance, set-off and material alteration of relevant circumstances (clausula rebus sic stantibus)), (c) public policy
considerations and (d) laws and rules of civil procedure as applicable to creditors and debtors or claimants and defendants
generally. We express no opinion herein as to any matter of accounting, auditing or taxation, or as to any regulatory or commercial matter.
Our opinions expressed in section 3 above are further subject to the following qualifications and limitations (each a "Qualification"):
| (a) | Our opinions expressed in section 3 are strictly limited to matters governed by Swiss law and thus to
opinions on certain Swiss law matters. |
| (b) | In referring to the terms of agreements or other documents, we express no opinion on whether and to what
extent these are sufficiently specific or leave room for interpretation which may become a matter of the discretion of the courts. |
| (c) | Except as explicitly stated otherwise in section 3, we express no opinion on the accuracy of any representation,
warranty, calculation, valuation, or statement of fact (or factual background assumed) as may be contained in the documents examined,
or any factual backgrounds therein assumed, or on the question whether any conditions therein stated have been fulfilled. |
| (d) | Except as explicitly stated herein, we express no opinion as to whether the Registration Statement and
the Prospectus are accurate, true, correct, complete and not misleading. In particular, we express no opinion on whether the Registration
Statement and/or the Prospectus provide sufficient information for investors to reach an informed assessment of the Issuer, the Guaranteed
Debt Securities and/or the Notes. In addition, we have not been responsible for investigating or verifying the accuracy of the facts contained
in the Registration Statement and/or the Prospectus. |
Novartis AG – Form F-3 Registration Statement –
Swiss Opinion Letter |
|
18.09.2024 |
| (e) | We do not express any opinion herein about the choice of law or the submission to the jurisdiction as
set forth in, or to the enforceability of judgements relating to, the Indenture, the Notes and/or the Guarantees. |
| 5. | Reliance, Disclosure and Governing Law |
We
hereby consent to the filing of this opinion as an exhibit to the Issuer’s report on Form 6-K dated the date hereof
and its incorporation by reference into the Registration Statement and consent to the reference to Advestra AG in the prospectus supplement
which is a part of the Registration Statement under "Legal Matters". In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the Securities Act.
This opinion is furnished by us,
as special Swiss legal counsel to the Guarantor, in connection with the filing of the Issuer’s report on Form 6-K dated the
date hereof and its incorporation by reference into the Registration Statement, and, except as provided in the immediately preceding paragraph,
is not to be used, circulated, quoted or otherwise referred to for any other purpose without our express written permission, or relied
upon by any other person. This opinion is strictly limited to the matter stated in it and does not apply by implication to any other matters.
We do not assume any obligation to inform you of any facts or circumstances occurring or coming to our attention subsequently to the date
of this letter and which might have an impact on any matters addressed in our opinions given herein.
In this legal opinion, Swiss legal
concepts are expressed in English terms and not in their original terms in an official language of Switzerland. The concepts concerned
may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.
This legal opinion letter shall
be governed by and construed in accordance with Swiss law. This legal opinion letter may only be relied upon on the express condition
that any issues of interpretation arising hereunder will be governed by Swiss law and this legal opinion letter shall be subject to the
exclusive jurisdiction of the courts of the city of Zurich (Zurich 1), Switzerland.
| Yours sincerely, |
|
| |
|
| /s/ A. Weber |
|
| Advestra AG |
|
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