Exhibit 10.102

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

August 13,
2002

Chiron
Corporation
4560 Horton Street
Emeryville, CA 94608

Attention:



Ladies
and Gentlemen:

BANK
OF AMERICA, N.A. (the "Lender") is pleased to make available to CHIRON CORPORATION, a Delaware corporation (the
"Borrower"), an amended and restated revolving credit facility on the terms and subject to the conditions set forth below. The amended and restated
revolving credit facility evidenced by this Agreement replaces the $100,000,000 revolving credit facility evidenced by that certain Revolving Credit Agreement dated as of February 27, 1998, as
heretofore amended (the
"Prior Agreement"). This Agreement amends, restates, replaces and supersedes in its entirety the Prior Agreement.

Terms
not defined herein have the meanings assigned to them inExhibit Ahereto.

1.    The Facility.



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All
fees payable hereunder shall be fully-earned upon becoming due and payable, shall be non-refundable for any reason whatsoever and shall be in addition to any other fee, cost or expense
payable pursuant to the revolving credit facility.



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Upon
the occurrence of an Event of Default, the Lender may declare the Commitment to be terminated, whereupon the Commitment shall be terminated, and/or declare all sums outstanding hereunder and
under the other Loan Documents, including all interest thereon, to be immediately due and payable, whereupon the same shall become and be immediately due and payable, without notice of default,
presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly waived; provided, however, that
upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code
of the United States of America, the Commitment shall automatically terminate, and all sums outstanding hereunder and under each other Loan Document, including all interest thereon, shall become and
be immediately due and payable, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of
which are hereby expressly waived.

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[THE
BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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Please
indicate your acceptance of the Commitment on the foregoing terms and conditions by returning an executed copy of this Agreement to the undersigned not later than October 1, 2002.

| |  | BANK OF AMERICA, N.A.,a national banking association
| |  | ----------------------------------------------------
| |  | By:                                                 

|Accepted, acknowledged and agreed to as of the date first written above:
|------------------------------------------------------------------------
|CHIRON CORPORATION,a Delaware corporation                               
|By:                                                                     

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EXHIBIT A

DEFINITIONS

|Acceptable Financial Institution |  | A Person that is (i) a national bank, (ii) any other financial institution, or (iii) any other investor reasonably acceptable to the Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Agreement:                       |  | This Amended and Restated Revolving Credit Agreement, as amended, restated, extended, supplemented or otherwise modified in writing from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Applicable Rate:                 |  | From time to time, the following percentages per annum, based upon thehigher(as described in the definition of "Debt Rating") Debt Rating of (i) the Borrower and (ii) the Guarantor, as set
forth below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
|                                 |  | 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                 |  | 2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                 |  | 3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                 |  | Initially, the Applicable Rate shall be determined based upon the Debt Rating at the closing of the revolving credit facility. Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be
effective, in the case of an upgrade, during the period commencing on the date of delivery by the Borrower to the Lender of notice thereof and ending on the date immediately preceding the effective date of the next such change and, in the case of a
downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.                   
|Base Rate:                       |  | For any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by the Lender
as its "prime rate." The Lender's prime rate is a rate set by the Lender based upon various factors including the Lender's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate. Any change in the prime rate announced by the Lender shall take effect at the opening of business on the day specified in the public announcement of such change.
|Base Rate Loan:                  |  | A Loan bearing interest based on the Base Rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|Breakage Costs:      |  | Without duplication, any loss, cost or expense incurred by the Lender (including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by the Lender to maintain the relevant Eurodollar
Rate Loan or from fees payable to terminate the deposits from which such funds were obtained) as a result of (i) any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a day other than the last day of the Interest
Period therefor (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (ii) any failure by the Borrower (for a reason other than the failure of the Lender to make a Loan when all conditions to making such Loan
have been met by the Borrower in accordance with the terms hereof) to prepay, borrow, continue or convert any Eurodollar Rate Loan on a date or in the amount notified by the Borrower. The certificate of the Lender as to its costs of funds, losses and
expenses incurred shall be conclusive absent manifest error.
|-------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Business Day:        |  | Any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State of New York or the state where the Lender's lending office is located and, if such day
relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Code:                |  | The Internal Revenue Code of 1986, as amended from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Debt Rating:         |  | As of any date of determination, the rating as determined by either S&P or Moody's (collectively, the "Debt Ratings") of the non-credit-enhanced, senior unsecured long-term debt of the Borrower or
the Guarantor, as applicable;providedthat if a Debt Rating is issued by each of the foregoing rating agencies, then the lower of such Debt Ratings shall apply (with the Debt Rating for Pricing
Level 1 being the highest and the Debt Rating for Pricing Level 3 being the lowest), unless there is a split in Debt Ratings of more than one level, in which case the Pricing Level that is one level higher than the Pricing Level of the
lower Debt Rating shall apply.                                                                                                                                                                                                                                                                                                                                                                                                     
|Debtor Relief Laws:  |  | The Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws
of the United States of America or other applicable jurisdictions from time to time in effect affecting the rights of creditors generally.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Default:             |  | Any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Default Debt Rating: |  | A Debt Rating equal to or below (i) BB- (as designated by S&P) or (ii) Ba3 (as designated by Moody's).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Dollar or $:         |  | The lawful currency of the United States of America.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|ERISA:               |  | The Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto, as amended from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|Eurodollar Rate: |  | For any Interest Period with respect to any Eurodollar Rate Loan, a rate per annum determined pursuant to the following formula:
|---------------- |  | --------------------------------------------------------------------------------------------------------------------------------

| |  | Eurodollar Rate = |  | Eurodollar Base Rate1.00 - Eurodollar Reserve Percentage |  |  |  | 
| |  | ----------------- |  | -------------------------------------------------------- |  |  |  | 

|                      | Where,                                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |  |  | 
|--------------------- | ----------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|                      |                                                       |  | "Eurodollar Base Rate" means, for such Interest Period:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                      |                                                       |  | (a) the rate per annum equal to the rate determined by the Lender to be the offered rate that appears on the page of the Telerate screen (or any successor thereto) that displays an average British Bankers Association
Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period, or                                                                                                                                                                                                           
|                      |                                                       |  | (b) if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Lender to be the
offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or                                                                                                       
|                      |                                                       |  | (c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Lender as the rate of interest at which deposits in Dollars for delivery on the first day
of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, converted or continued and with a term equivalent to such Interest Period would be offered by the Lender's London Branch to major banks in the
London interbank eurodollar market at their request at approximately 4:00 p.m. (London time) two Business Days prior to the first day of such Interest Period.                                                                             
|                      |                                                       |  | "Eurodollar Reserve Percentage" means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day applicable to the
Lender under regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to
Eurocurrency funding (currently referred to as "Eurocurrency liabilities"). The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve
Percentage.
|Eurodollar Rate Loan: | A Loan bearing interest based on the Eurodollar Rate.
|Event of Default:     | Has the meaning set forth inParagraph 5.             

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|Federal Funds Rate:      | For any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day;providedthat (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next
preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary,
 to a whole multiple of 1/100 of 1%) charged to the Lender on such day on such transactions as determined by the Lender.
|------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Governmental Authority:  | Any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Guarantor:               | Novartis AG, Basel, a Swiss corporation and the controlling shareholder of the Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Guaranty:                | The Joint and Several Guarantee agreement executed by the Guarantor in favor of and for the benefit of the Lender in the form attached asExhibit Cto the Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Interest Period:         | For each Eurodollar Rate Loan, (a) initially, the period commencing on the date the Eurodollar Rate Loan is disbursed or converted from a Base Rate Loan and (b) thereafter, the period commencing on the last day of the preceding Interest
Period, and, in each case, ending on the earlier of (x) the Maturity Date and (y) one, two, three or six months thereafter, as requested by the Borrower;providedthat:                                                                                                                                                                                                                                                                                                                                                                                                                       
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Loan Documents:          | This Agreement, the promissory note, the Guaranty, and the fee letter, if any, delivered in connection with this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Material Adverse Effect: | (a) A material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries
taken as a whole; (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the
Borrower of any Loan Document.                                                                                                                                                                                                                                                                                                              
|Maturity Date:           | February 27, 2006, or such earlier date on which the Commitment may terminate in accordance with the terms hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|Person:     | Any natural person, corporation, limited liability company, trust, joint stock company, association, company, partnership, governmental authority or other entity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Plan:       | Any employee benefit plan maintained or contributed to by the Borrower or by any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code) and insured by the Pension Benefit Guaranty Corporation under Title IV of ERISA.                                                                                                                                                                                                                                                                                           
|SEC:        | The Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Subsidiary: | With respect to any Person, a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or
other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries" refer to a Subsidiary or Subsidiaries of the Borrower.

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EXHIBIT B

FORM OF PROMISSORY NOTE

|$100,000,000 |  | August 13, 2002
|------------ |  | ---------------

FOR VALUE RECEIVED, the undersigned, CHIRON CORPORATION, a Delaware corporation (the "Borrower"), hereby promises
to pay to the order of BANK OF AMERICA, N.A. (the "Lender") the principal sum of ONE HUNDRED MILLION DOLLARS ($100,000,000) or, if less, the aggregate
unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to that certain Amended and Restated Revolving Credit Agreement, dated as of even date herewith (such Amended and
Restated Revolving Credit Agreement, as it may be amended, restated, extended, supplemented or otherwise modified from time to time, being hereinafter called the
"Agreement"), between the Borrower and the Lender, on the Maturity Date. The Borrower further promises to pay interest on the unpaid principal amount of
the Loans evidenced hereby from time to time at the rates, on the dates, and otherwise as provided in the Agreement.

The
loan account records maintained by the Lender shall at all times be conclusive evidence, absent manifest error, as to the amount of the Loans and payments thereon; provided, however, that any
failure to record any Loan or payment thereon or any error in doing so shall not limit or otherwise affect the obligation of the Borrower to pay any amount owing with respect to the Loans.

This
promissory note is the promissory note referred to in, and is entitled to the benefits of, the Agreement, which Agreement, among other things, contains provisions for acceleration
of the maturity of the Loans evidenced hereby upon the happening of certain stated events and also for prepayments on account of principal of the Loans prior to the maturity thereof upon the terms and
conditions therein specified.

Unless
otherwise defined herein, terms defined in the Agreement are used herein with their defined meanings therein. This promissory note shall be governed by, and construed in
accordance with, the laws of the State of New York.

| |  | CHIRON CORPORATION,a Delaware corporation
| |  | -----------------------------------------
| |  | By:                                      
| |  |                                          

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NOVARTIS AG
CH-4002 Basel
Switzerland

EXHIBIT C

LOGO

BANK
OF AMERICA, N.A.
100, North Tryon Street
Charlotte, NC 28255

September 11,
2002

JOINT AND SEVERAL GUARANTEE

§ 1

Novartis
AG, Basel, a Swiss corporation (hereinafter called "Guarantor"), has a substantial financial interest in Chiron Corporation (hereinafter called "Debtor"), which has requested
Bank of America NA (hereinafter called "Bank") to provide the revolving credit facility evidenced by the Amended and Restated Revolving Credit Agreement dated August 13, 2002 (hereinafter
called "Credit Facility") maturing February 27, 2006, and any successor or replacement, up to a total amount of USD 100'000'000.- (in words: one hundred million United States Dollars only).

§ 2

The
Guarantor hereby agrees with the Bank that it shall, as guarantor jointly and severally with the Debtor, fulfil the obligations of the Debtor under the Credit Facility up to the
maximum amount (including principal, interest, fees, reasonable legal and out-of-pocket expenses incurred by the Bank in connection with the enforcement of this Guarantee as
well as any amounts payable pursuant to § 3 hereunder) of USD 110'000'000.- (in words: one hundred and ten million United States Dollars only).

§ 3

The
Guarantor hereby expressly undertakes and secures that payments under this Guarantee will not be less than as stipulated in the Credit Facility. In implementation of this undertaking
and in case withholding taxes are imposed in respect of payments made under this Guarantee, the Guarantor undertakes, as a separate and independent obligation, to pay an increased amount so that the
net payments received by the Bank shall be equal to the amounts actually owed by the Debtor under the Credit Facility.

§ 4

To
determine the amount of obligations of the Debtor, a statement of the Bank signed by authorized representatives shall be conclusive, unless the contrary shall be proven.

§ 5

This
Guarantee enters into immediate effect and shall be valid until the Bank receives from the Guarantor a written notice discontinuing the Guarantee. Notwithstanding such notice, the
Guarantor's liability under the Guarantee shall continue in effect with respect to all sums due under the Credit Facility at the moment of receipt of such a notice by the Bank.

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Notwithstanding
the above, the term of this Guarantee is limited up to thirty days after repayment of all sums due under the Credit Facility granted to the Debtor. After expiration of
this Guarantee the Bank shall return this document to the Guarantor without prior notice to be given by the Guarantor.

§ 6

In
the event of the Guarantor paying to the Bank, in compliance with this Guarantee, any sums due to the Bank against the Credit Facility by the Debtor, the Bank undertakes to assign to
the Guarantor all its rights against the Debtor with respect to such sums due covered by the Guarantor's payment to the Bank (in compliance with Art. 507 of the Swiss Code of Obligations).

§ 7

This
Guarantee shall be governed by and construed in accordance with Swiss law.

This
Guarantee is qualified as a joint and several guarantee ("Solidarbürgschaft", "cautionnement
solidaire") according to the Articles 496 ff. of the Swiss Code of Obligations. The present Guarantee supersedes the one issued by Novartis AG, Basel/Switzerland on
February 12, 1998 amounting to USD 100'000'000.-, which will be returned by the Bank.

§ 8

Any
dispute shall exclusively be settled by the ordinary courts of Basle City, subject to appeal to the Swiss Federal Court.

Yours
sincerely,

For
and on behalf of Novartis AG

|                   |  |                
|------------------ |  | ---------------
|/s/J.MARTIN MANSER |  | /s/P. RUPPRECHT
|John Martin Manser |  | Peter Rupprecht

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