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Exhibit 4.3    
  



	 
	 	 
	 	 

	 	 	Ottmar Zimmer

Head Compensation &

Benefits	 	Novartis International AG

WSJ-200.149

CH-4002 Basel

Switzerland
	 	 	 	 	 
	

 	 	 	 	Tel ++41 61 324 27 02

Fax ++41 61 324 25 44

Internet: ottmar.zimmer

@group.novartis.com





       



Private & Confidential

Mr. Paul Choffat

Route de la Bernadaz 50
 CH-1094 Paudex/VD  


       



December
20, 2001 


      



Dear
Mr. Choffat, 


We
are pleased to offer you the position of 


CEO Consumer Health Division.


You
will be reporting to Mr. Daniel Vasella, Chairman & CEO, and you will be a member of the Executive Committee Novartis (ECN). You will take up your new responsibilities effective
January 1st, 2002. 


In
the following you will find the outlined total annual gross compensation package you may expect at target performance level. Please note that our variable compensation programs will pay out the
target amounts at 100% target achievement (company and individual) with a potential upside of up to 200% of the target grant. 



	 
	 	 
	 	 

	—	 	Base salary	 	CHF 750,000
	 	 	 	 	 
	—	 	Fixed expense allowance	 	CHF 35,000
	 	 	 	 	 
	—	 	Target cash incentive (50%)	 	CHF 375,000
	 	 	 	 	 
	—	 	Target stock options	 	 
	 	 	(Black-Scholes 100%)	 	CHF 750,000
	 	 	 	 	 
	—	 	Target LTPP (50%)	 	CHF 375,000
	 	 	 	 	

	 	 	                Total	 	CHF 2,285,000
	 	 	 	 	







We are especially pleased to welcome you to participate in the Novartis Long-Term Performance Plan (LTPP), which is designed to recognize our most
important key contributors to the success of Novartis. Your target grant is 50% of your base salary in Novartis Registered Shares. 


You
will be eligible for NOVARTIS benefits under the Swiss Company rules. You will be subject to Swiss Social Security and personally responsible for taxation. 







We
look forward to hearing from you and we certainly hope you will accept our offer. We would appreciate if you could sign and send back to us a copy of this letter as well as a copy of the enclosed
formal employment contract. 


Yours
sincerely, 


Novartis
International AG 



	

/s/  DANIEL VASELLA, MD      
 Daniel Vasella, MD
 Chairman & CEO	
 	

/s/  OTTMAR ZIMMER      
 Ottmar Zimmer
 Head Compensation & Benefits





	 
	 
	 	 

	Accepted:	/s/ PAUL CHOFFAT	 	Date: December 31st, 2001
	 	
 Paul Choffat	 	 












  


 
 

CONTRACT OF EMPLOYMENT    
  


 
  between
  NOVARTIS International AG, Basel, hereinafter referred to as "the Company",
  and
  Mr. Paul Choffat
  hereinafter referred to as "the Employee".    



	1.
	The Employee agrees to perform for the Company the duties described in the Employee's current job description as amended from time to
time.



	2.
	The Employee will receive the following compensation:



	2.1
	Base
Salary 







CHF 750,000
p.a. payable in 12 equal instalments at the end of each calendar month. 



	2.2
	Fixed
Expense 



The
Employee will receive a fixed expense allowance in line with the Company Policy. 



	2.3
	Target
Incentive 







The
Employee shall, at the discretion of the Company, be eligible to receive an annual performance-related incentive on such terms, and subject to such conditions, as may be decided from time to time
by the Company. 



	2.4
	Stock
Option 



The
Employee shall, at the discretion of the Company, be eligible to receive an annual stock option grant as may be decided from time to time by the Company. 




	3.
	The annual compensation will be reviewed each year.



	4.
	The remaining contract terms, such as working hours, holidays, sick pay, pension, welfare and social security benefits will be governed
by the law and the then current rules and regulations of the Company. 



In
addition, the Employee will comply with the following specific obligations: 


	—
	The
Employee will neither take paid employment with a 3rd party nor run a business of his own without the written permission of the Company.



	—
	The
Employee will inform the Company of any intention to take up public office.



	—
	The
Employee will not, without the knowledge of the Company, accept gifts, commissions, or other benefits in connection with his employment. 





	5.
	All inventions or other forms of intellectual property conceived or discovered by the Employee, either alone or jointly with others, in
the course of his employment and as part of the duties for which he was employed (Diensterfindungen) are the property of the Company and shall be assigned to it free of charge. This also applies to
designs and utility models even if they are not likely to be protected. Inventions or other forms of intellectual property conceived or discovered by the Employee in the course of his employment
otherwise than as part of the duties for which he was employed (Gelegenheitserfindungen) shall be offered to the Company in return for a reward to be negotiated in good faith.



	6.
	All technical innovations developed by the Employee as part of his contractual duties or to which he has contributed shall belong to the
Company. Furthermore the Employee shall promptly assign to the 






Company
the entire rights in copyright, designs, and other intellectual property (including results achieved by the use of computer software) made or conceived by him either alone or jointly with
others in the course of his employment. The Company shall have the right to publish, alter, improve or abandon such intellectual property as it thinks fit. 



	7.
	The Employee agrees to keep confidential and only use for the purpose of his employment all information relating to the business and the
processes of the Company both during and after the end of his employment.



	8.
	This contract commences on January 1, 2002. This contract is initially concluded for a period of two years. If not terminated
during this period by giving not less than 12 months notice, the contract will automatically renew to an open-ended contract that may be terminated at any time on not less than twelve months notice
expiring at the end of any calendar month. The employment will automatically terminate when the Employee reaches pensionable age.



	9.
	During a period of 12 months after a Change of Control the normal Notice Period of 12 months is extended to 24 months for
both parties. 



"Change
of Control" means the consummation of any transaction or series of transactions that result in the Novartis Business being conducted by a person or persons that is/are not a Novartis Company. 




Basel,
December 20, 2001 


Novartis
International AG 



	

/s/  DANIEL VASELLA, MD      
 Daniel Vasella, MD
 Chairman & CEO	
 	

/s/  OTTMAR ZIMMER      
 Ottmar Zimmer
 Head Compensation & Benefits





	 
	 
	 	 

	Place: Pandex	 	Date: December 31st, 2001
	

The Employee:	

/s/ PAUL CHOFFAT	
 	

 
	 	
 Paul Choffat	 	 











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Exhibit 4.3



CONTRACT OF EMPLOYMENT

between NOVARTIS International AG, Basel, hereinafter referred to as "the Company", and Mr. Paul Choffat hereinafter referred to as "the Employee".