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Exhibit 10.725  


 
 

NOVARTIS AG    
    
    WRITTEN CONSENT AND APPROVAL    
    
    Effective as of October 21, 2002    
  


AMENDMENTS TO GOVERNANCE AGREEMENT AND BYLAWS  


        WHEREAS, Sections 2.04 (b)(iv) and (vii) of that certain Governance Agreement dated as of November 20, 1994 between Chiron Corporation
("Chiron" or the "Company") and Novartis AG, requires the approval of a majority of the Investor Directors to amend the Bylaws of Chiron or to establish any committee of the Board of Directors of
Chiron other than as provided in Section 2.03(b) (i) through (v) of the Governance Agreement; 


        WHEREAS,
Section 2.03(b)(vi) of the Governance Agreement provides that the Board of Directors of Chiron may establish such other committees of the Board as the Board deems
necessary or desirable, provided that such committees are established in compliance with the terms of the Governance Agreement; 


        WHEREAS,
Section 3.11 of Chiron's Bylaws currently provides for the establishment of five committees of the Board, and the Board has deemed it appropriate and in the best
interests of Chiron to amend Section 3.11 of the Bylaws and Section 2.03 (b) of the Governance Agreement to establish an additional committee of the Board called the "Executive
Committee", which committee shall be established and constituted with such powers and authority in accordance with Sections 2.03(a) and (c) of the Governance Agreement; 


        NOW,
THEREFORE, BE IT RESOLVED, that the amendments to Section 2.03(b) of the Governance Agreement and Section 3.11 of Chiron's Bylaws in substantially the form attached
hereto as Annex 1 and Annex 2, are hereby approved; 



        IN
CONSIDERATION OF THE FOREGOING, Novartis AG hereby approves the establishment of the Executive Committee of Chiron's Board of Directors, and corresponding amendments to the Governance
Agreement with Chiron and Chiron's Bylaws, effective as of October 21, 2002. 



	 	 	NOVARTIS AG
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ P. RUPPRECHT
Peter Rupprecht
 authorized signatory
	 	 	 	 
	 	 	By:	/s/ BAERLOCHER
Dr. U. Baerlocher







 
ANNEX 1  


 
 

CHIRON CORPORATION
  Governance Agreement Dated November 20, 1994 with Novartis AG    
  



        Section 2.03(b) of the Governance Agreement dated November 20, 1994 with Novartis AG (the "Governance Agreement") is hereby amended, effective as of
October 21, 2002, to add a new subsection, 2.03(vi) to read in its entirety, as follows: 



        "(vi) an
Executive Committee, consisting of four members of the Board, which shall have and shall exercise all powers of the Board of Directors in directing the management of the
business and affairs of the Company, subject to applicable law and limits imposed by the Governance Agreement, the Company's Restated Certificate of Incorporation, as amended from time to time, and by
action of the Board; and" 




        Subsection
2.03(vi) is hereby re-designated as subsection 2.03(vii) to read in its entirety, as follows: 



        "(vii) such
other committees as the Board of Directors deems necessary or desirable; provided that such committees are established in compliance with the terms of this
Agreement." 



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ANNEX 2  


 
 

CHIRON CORPORATION
  Bylaws, as amended    
  


        Section 3.11 of the Bylaws of Chiron Corporation is hereby amended, effective as of October 21, 2002, to read in its entirety, as follows: 



        3.11    Committees.    Section 2.03 of the Governance Agreement provides that the following committees of the
Board of Directors shall be formed and administered: (i) an Audit Committee; (ii) a Nominating
Committee; (iii) a Strategic Planning Committee; (iv) a Compensation Committee; (v) a Stock Option Plan Administration Committee; and (vi) an Executive Committee. Such
committees of the Board of Directors shall be formed, maintained and administered in accordance with the terms of said Section 2.03 of the Governance Agreement, which provisions are
incorporated herein and made a part of these Bylaws. All committees of the Board of Directors not specifically provided for in said Section 2.03 shall be constituted in accordance with
Section 2.03(c) of the Governance Agreement. 


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NOVARTIS AG WRITTEN CONSENT AND APPROVAL Effective as of October 21, 2002

CHIRON CORPORATION Governance Agreement Dated November 20, 1994 with Novartis AG

CHIRON CORPORATION Bylaws, as amended