Exhibit 4.4


 


Employment Contract


 


Between Novartis
International AG, hereinafter referred to as “Novartis”,
and


 


Dr. Jürgen
Brokatzky-Geiger,
born October 22, 1952.


 


Your Employment Contract
consists of the employment conditions as set forth in this contract and the  internal rules and regulations (attached
or referred to herein), which constitute an integral part of this Contract.


 


1.                           Your
function will be HEAD OF HUMAN RESOURCES. You agree to perform the duties
described in your job description which may be amended from time to time.


 


2.                            BASE SALARY


 


The gross base salary of CHF 600’000.—
p. a. is paid in 12 installments at the end of each month. The base salary for
subsequent years will be reviewed once a year, taking into account the
financial results of Novartis, the economic environment, as well as your
performance. Contributions for pension fund, social security and other
statutory contributions will be deducted from the monthly installments.


 


3.                            INCENTIVE PLANS


 


You will participate in the Novartis incentive plan(s) applicable to
you. The incentive plan(s) is/are governed by the terms and conditions of the
prevailing plan rules. In general the plans are discretionary and results and
performance-oriented. Under the plan(s) Novartis may adjust individual awards
up or down as it determines in its sole discretion to reflect individual
performance, the financial result of Novartis and the economic environment.


 


Subject to the individual rights which have accrued already under a
plan Novartis has the right to discontinue, amend or terminate any or all of
the plans at any time without prior notice or compensation.


 


In case of termination of your employment with Novartis for any reason
other than retirement, death or disability, it is in the sole discretion of Novartis
to pay out any amounts or make any awards under any of the incentive plans.


 


Where applicable
payments under the incentive plans are subject to statutory social
contributions. Depending on your residence and applicable legislation payments
under the incentive schemes may or may not be taxable income.


 

















 


Currently the following plans are applicable
to you:


 


SHORT-TERM
INCENTIVE PLAN


 


You
are eligible to participate in the Short-Term Incentive Plan with a target
incentive  for the performance year 2005 of 50% of the annual
base salary. Payment becomes due if in a full calendar year company targets
and/or targets agreed with you have been reached. The actual amount of the
incentive will be determined at the discretion of Novartis taking into account
the strength of your individual performance and business results and may vary between
0% and 200 % of your target incentive.


 


LONG-TERM
INCENTIVE PLAN


 


You
are eligible to participate in the Long-Term Incentive
Plan with a target incentive for the performance
cycle year 2005 of
100% of the annual base salary. The actual amount of the
incentive will be determined at the discretion of Novartis taking into account
the strength of your individual performance and business results and may vary between
0% and 200% of your target incentive.


 


LONG-TERM
PERFORMANCE PLAN


 


In addition, you
are eligible to participate in the Long-Term Performance Plan with a target incentive for the Plan Cycle 2005 of 50% of the annual base salary. Shares awarded
under this plan will be determined at the sole discretion of Novartis based on
the degree of accomplishment, of set objectives and targets. To qualify for an
award of shares under this plan you must at the time of grant be on active
employment and not under notice that your employment will cease.


 


4.                                     FIXED EXPENSE ALLOWANCE


 


An allowance of net CHF 35’000.— will be paid in 12 equal installments
per year to cover  expenditures as
defined in the relevant Novartis policy (Fixed Expense Allowance). This
allowance does not form a part of your total income for the calculation of incentive,
pension or related items and (currently) is not subject to social security
contributions (subject to mandatory regulations to the contrary). Novartis may
increase or decrease this expense allowance if, due to a change of your duties,
your job related expenses substantially change.


 


5.                                     TERM AND TERMINATION


 


5.1.                   This contract will enter
into force retroactively as of March 1, 2005 and remain valid for an
indefinite period of time.


 


5.2.                   This contract may be
terminated at any time with effect at the end of any calendar month upon 12 months
prior notice in writing. The contract will terminate automatically with
immediate effect and without prior notice on the day you reach the statutory pensionable
age or in case of the declaration of disability.


 


5.3                      In case of a
termination, your Base Salary will be paid pro rata until the termination
becomes effective.


 


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5.4                       For employment seniority
rights your date of entry with Novartis is September 1, 1983


 


5.5                       Neither
party may terminate this contract with effect prior to 24 months from the day   of the Change of Control at Novartis. «Change
of Control» means the consummation of a transaction or series of transactions
that result in the Novartis business being conducted by a shareholder or an
organized group of shareholders holding the majority of the shares of Novartis.


 


6.                            COMPETITION CLAUSE


 


You are forbidden for 24 months after effective termination
of this Contract to compete with Novartis or any of its associated companies in
the fields in which you have acquired know-how in the course of your duties at
Novartis, either as an employee of another company, through managing a business
on your own account, or through involvement in any business that is in
competition with Novartis or any of its associated companies. This restraint on
competition clause applies to activities that may take place in countries in
which Novartis or any of its associated companies are active.


 


If you suffer loss of earnings through having to
comply with the restraint on competition clause, Novartis undertakes to
compensate this loss by paying monthly installments throughout the period of
restraint, up to the amount of the last Annual Base Salary inclusive of the
last Short-Term Incentive paid and any statutory allowances. Any social
security payments will be deducted from the compensation payment. Entitlement
to compensation ends when you reach the official retirement age stipulated in
the pension scheme regulations.


 


Novartis may decide to waive the restraint on
competition clause at any time. In such cases any entitlement to compensation
ends not later than 6 months after notification of this waiver.


 


If you violate the restraint on competition clause,
Novartis may not only seek compensation but also demand that the conditions
which constituted the breach of contract be rectified.


 


7.                            OTHER
EMPLOYMENT, MANDATES, PUBLIC OFFICE, GIFTS


 


You agree not to
accept employment with a third party or run a business of your own or serving
as a member of the board or as an advisory council or in a similar function in
a company or organization without the prior written permission of Novartis. You
will inform Novartis of any intention to take up public office and agree with
Novartis on the modalities before taking up any such office.


 


You will not, without
the knowledge of Novartis, accept gifts, commissions, or other benefits in
connection with your employment at Novartis.


 


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8.                            CONFLICT
OF INTEREST


 


You understand that all Novartis related business activities must be
conducted in a manner consistent with the highest level of business ethics,
free from any potential personal  or
private business interests that might influence your judgment and with the best
interests of Novartis in mind. Situations which may cause a conflict between
your responsibility towards Novartis and your personal interests or where there
may be only an appearance of impropriety or a conflict of interest must be
avoided. Should you wish to undertake an activity that creates or reasonably
could create a conflict of interest, you must disclose in writing the activity
and potential conflict to your supervisor and / or Compliance Officer and obtain
Novartis’ consent prior to engaging in the conduct in question.


 


9.                            INVENTIONS,
DESIGNS, AND OTHER FORMS OF INTELLECTUAL PROPERTY


 


9.1.                  Inventions, designs or other forms of
intellectual property conceived or discovered, either alone or jointly with others,
in the course of your employment and as part of the duties for which you were
employed are, regardless of their protectability or market profitability, the
property of Novartis and not subject to any separate compensation.


 


9.2.                  Inventions, designs or other forms of
intellectual property conceived or discovered by you in the course of your
employment but not as part of the duties for which you are employed may be
claimed by Novartis for an appropriate and reasonable compensation. You will
promptly inform Novartis of such inventions or designs in writing.


 


9.3                     All technical results, ideas
and any other innovations, developed by you as part of your contractual duties
or to which you have contributed shall belong to Novartis. You will promptly
assign free of charge to Novartis or its designee the entire rights in
copyright, patent, trademark and other protection rights as well as the rights
to results achieved in relation to software which you have developed either
alone or with others in the course of your employment. Novartis shall have the
right to publish, release, sell, use, alter, improve, modify, destroy,
distribute or abandon such intellectual property as it thinks fit.


 


10.                     DATA
PROTECTION CLAUSE


 


10.1              You agree that Novartis may process your
personal data, such as name, date of birth, address, position, performance
appraisal, salary and bank details concerning your employment or to the extent
it is necessary for the administration of the employment contract for
personnel, administration or management purposes, including management
development, training, career planning and performance assessment.


 


10.2.           You further agree that personal data may, if
necessary for the above purposes, be transferred to third parties, including
other companies within the Novartis group of companies, their advisors, third
parties providing products and services, such as IT system suppliers, pension,
benefits, stock options and payroll administrators, as well as regulatory
authorities or as required by law.


 


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10.3              You further agree that Novartis, as well as
third parties described above, may process the personal data in the country
where you are employed as well as in other countries world-wide. Novartis will
ensure that third parties described above will process the receiving personal
data in accordance with the purpose and within the limits under which the data
was originally collected and that third parties provide at least the same level
of protection as Novartis.


 


11.                     PROFESSIONAL
USE


 


You agree that all tools provided by Novartis
can only be used for professional purposes. Generation, transmission or storage
of potentially offensive information is not allowed. This includes, but is not
limited to profanity, material derogatory to any ethnic, gender-based or other
groups of people, or sexually explicit material, threats, harassment,
defamation etc. Furthermore, you agree to always act in the interest of
Novartis. Should you not respect this requirement of professional use, Novartis
will be allowed to take disciplinary action which may lead up to and including
termination of employment.


 


12.                     CONFIDENTIALITY


 


You agree to keep
confidential without any limitation and only use for the purpose of your
employment all information relating to the business and the processes of
Novartis, its affiliates, and of other parties with whom Novartis and its
affiliates may conduct business, both during and after the end of your
employment.


 


13.       GROUP POLICIES


 


The Code of Conduct, the
Novartis Group Conflicts of Interest Policy, the Guideline on reporting
violations of law and policies and all other Novartis policies, procedures,
guidelines and other such items as amended or updated from time to time
applicable to your work  are to be
adhered by you and you are aware that a violation of such policies could lead
to disciplinary actions up to and including termination of employment.


 


14.                     ADDITIONAL
TERMS AND CONDITIONS


 


The additional terms and
conditions of this contract, such as working hours, holidays, sick pay, welfare
and social security benefits are contained in the rules and regulations of
Novartis current at the time. These rules and regulations which may be
amended or updated from time to time form an integrated part of this contract


 


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15.                              APPLICABLE
LAW


 


This contract is governed by Swiss law.


 


This
contract replaces all previous arrangements made.


 


 


Basel,       21 March 2005


 


 


	
   

  	
  Novartis
  International AG

  	
   

  
	
   

  	
   

  
	
  /s/ DANIEL
  VASELLA, MD

  	
   

  	
  /s/ DR. GIJS
  VAN BUSSEL

  	
   

  
	
  Daniel Vasella, MD

  	
   

  	
  Dr. Gijs van Bussel

  	
   

  
	
  Chairman & CEO

  	
   

  	
  Secretary of the
  Compensation Committee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Place:          Basel

  	
  Date:          21 March
  2005

  	
   

  
								



 


 


	
  /s/
  DR. JÜRGEN BROKATZKY-GEIGER

  	
   

  
	
  Dr. Jürgen
  Brokatzky-Geiger

  



 


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