Exhibit 1.1  Articles of Incorporation of Novartis AG 23 February 2012


The Articles of Incorporation were adopted at the Extraordinary General Meeting of Novartis AG held on 15 October 1996.  Alterations adopted by General Meetings of: 21
April 199911
October 2000   (extraordinary GM)22
March 200121
March 20024
March 200324
February 20041
March 200528
February 200626
February 200824
February 200926
February 20108
April 2011   (extraordinary GM)23
February 2012  (The original German text remains, in all matters, binding and definitive).  Novartis AG 4002 Basel, Switzerland  © February 2012, Novartis AG


Articles of Incorporation of Novartis AG  Section 1
Corporate   name, Registered Office, Purpose and Duration
2Section 2
Share   Capital
2Section 3
Corporate   Bodies
4A.   General Meeting of Shareholders
4B.   Board of Directors
7C.   Auditors
9Section 4
Annual   Financial Statements, Consolidated Financial Statements and Profit Allocation
9Section 5
Publications   and Place of Jurisdiction
10  1


Section 1

Corporate   name, Registered Office, Purpose and DurationArticle 1Corporate name, Registered   office
1
Under the Corporate name
Novartis AG
Novartis SA
Novartis Inc.
there exists a company limited by   shares with its registered office in Basle.Article 2Purpose
1
Purpose of the Company is to hold   interests in enterprises in the area of health care or nutrition. The Company   may also hold interests in enterprises in the areas of biology, chemistry,   physics, information technology or related areas.2
The Company may acquire,   mortgage, liquidate or sell real estate and intellectual property rights in   Switzerland or abroad.3
In pursuing its purpose, the   Company strives to create sustainable value.Article 3Duration
1
The duration of the Company is   unlimited.Section 2

Share   CapitalArticle 4Share capital
1
The share capital of the Company   is CHF 1,353,096,500, fully paid-in and divided into 2,706,193,000 registered   shares. Each share has a nominal value of CHF 0.50.2
Upon resolution of the General   Meeting of Shareholders registered shares may be converted into bearer shares   and reversed bearer shares may be converted into registered shares.Article 5Shareholders register and   restrictions of registration, Nominees
1
The Company shall maintain a   shareholders register showing the names, first names, domicile, address and   nationality (in the case of legal entities the registered office) of the   holders or usufructuaries of registered shares.2
Upon request acquirers of   registered shares are registered in the shareholders register as shareholders   with the right to vote, provided that they declare explicitly to have   acquired the registered shares in their own name and for their own account.   Subject to the restrictions set forth in paragraph 6 of this article, no   person or entity shall be registered with the right to vote for  2


more than 2% of the registered   share capital as set forth in the commercial register. This restriction of   registration also applies to persons who hold some or all of their shares   through nominees pursuant to this article. All of the foregoing is subject to   Article 685d paragraph 3 of the Swiss Code of Obligations.3
The Board of Directors may   register nominees with the right to vote in the share register to the extent   of up to 0.5% of the registered share capital as set forth in the commercial   register. Registered shares held by a nominee that exceed this limit may be   registered in the shareholders register if the nominee discloses the names,   addresses and the number of shares of the persons for whose account it holds   0.5% or more of the registered share capital as set forth in the commercial   register. Nominees within the meaning of this provision are persons who do   not explicitly declare in the request for registration to hold the shares for   their own account and with whom the Board of Directors has entered into a   corresponding agreement.4
Corporate bodies and partnerships   or other groups of persons or joint owners who are interrelated to one   another through capital ownership, voting rights, uniform management or   otherwise linked as well as individuals or corporate bodies and partnerships   who act in concert to circumvent the regulations concerning the limitation of   participation or the nominees (especially as syndicates), shall be treated as   one single person or nominee within the meaning of paragraphs 2 and 3 of this   article.5
After hearing the registered   shareholder or nominee, the Board of Directors may cancel registrations with   retroactive effect as of the date of registration if the registration was   effected based on false information. The respective shareholder or nominee   shall be informed immediately of the cancellation of the registration.6
The Board of Directors shall   specify the details and give the necessary orders concerning the adherence to   the preceding regulations. In particular cases it may allow exemptions from   the limitation for registration in the share register or the regulation   concerning nominees. It may delegate its duties.7
The limitation for registration   in the share register provided for in this article shall also apply to shares   acquired or subscribed by the exercise of subscription, option or conversion   rights.Article 6Form of shares
1
Subject   to paragraphs 2 and 4 respectively, the registered shares of the Company are   issued as uncertificated securities (in terms of the Swiss Code of   Obligations) and as book entry securities (in terms of the Book Entry   Securities Act).2
The Company may withdraw shares   issued as book entry securities from the custodian system   (Verwahrungssystem).  3


3
Provided   that the shareholder is registered in the shareholders register, the   shareholder may request from the Company a statement of his or her registered   shares at any time.4
The   shareholder has no right to the printing and delivery of certificates. The   Company may, however, print and deliver certificates (individual share   certificates, certificates or global certificates) for shares at any time.   The Company may, with the consent of the shareholder, cancel issued   certificates that are returned to the Company.Article 7(cancelled)Article 8Exercise of rights
1
The shares are not divisible. The   Company accepts only one representative per share.2
The right to vote and the other   rights associated with a registered share may only be exercised by a   shareholder, usufructuary or nominee who is registered in the share register.Section 3

Corporate Bodies
A. General Meeting of ShareholdersArticle 9Competence
1
The General Meeting of   Shareholders is the supreme body of the Company.Article 10General Meetings
a. Ordinary General   Meeting
1
The Ordinary General Meeting of   Shareholders shall be held each year within six months after the close of the   fiscal year of the Company; at the latest twenty days before the meeting the   business report and the report of the auditors shall be made available for   inspection by the shareholders at the registered office of the Company.Article 11b. Extraordinary General   Meetings of Shareholders
1
Extraordinary General Meetings of   Shareholders shall take place upon request of the Board of Directors or the   Auditors.2
Furthermore, Extraordinary   General Meetings of Shareholders shall be convened upon resolution of a   General Meeting of Shareholders or if it is required by one or more   shareholders who are representing in the aggregate not less than one tenth of   the share capital and submit a petition signed by such shareholder or   shareholders specifying the items for the agenda and the proposals.  4


Article 12Convening of General Meetings
1
General Meetings of Shareholders   shall be convened by the Board of Directors at the latest twenty days before   the date of the meeting. The meeting shall be convened by way of a notice   appearing once in the official publication organs of the Company. Registered   shareholders may also be informed by mail.2
The notice of a meeting shall   state the items on the agenda and the proposals of the Board of Directors and   as the case may be of the shareholders who demanded that a General Meeting of   Shareholders be convened and, in case of elections, the names of the   nominated candidates.Article 13Agenda
1
One or more shareholders whose   combined shareholdings represent an aggregate nominal value of at least 1   million Francs may demand that an item be included in the agenda of a General   Meeting. Such a demand must be made in writing at the latest forty-five days   before the meeting and shall specify the items and the proposals of such a   shareholder.2
No resolution shall be passed at   a General Meeting on matters for which no proper notice was given. This   provision shall not apply to proposals to convene an Extraordinary General   Meeting or to initiate a special audit.Article 14Presiding officer,   Minutes, Vote counters
1
The General Meeting of   Shareholders shall take place at the registered office of the Company, unless   the Board of Directors decides otherwise. The Chairman of the Board or in his   absence a Vice-Chairman or any other Member of the Board designated by the   Board shall take the chair.2
The presiding officer shall   appoint a secretary and the vote counters. The minutes shall be signed by the   presiding officer and the secretary.Article 15Proxies
1
The Board of Directors shall   provide for the rules regarding the participation and the representation   at the General Meeting.2
A shareholder shall only be   represented by his legal representative, another shareholder with the right   to vote, the corporate proxy (Organvertreter), the independent proxy   (unabhängiger Stimmrechtsvertreter) or by a depositary (Depotvertreter).Article 16Voting rights
1
Each share provides entitlement   to one vote.  5


Article 17Resolutions, Elections
1
Unless the law requires   otherwise, the General Meeting passes resolutions and elections with the   absolute majority of the votes represented.2
Resolutions and elections shall   be taken either on a show of hands or by electronic voting, unless the   General Meeting decides for, or the presiding officer orders, a secret   ballot.3
The presiding officer may at any   time order to repeat an election or resolution taken on a show of hands with   a secret ballot, if he doubts the results of the vote. In this case, the   preceding election or resolution taken on a show of hands is deemed not to   have taken place.4
If no election has taken place at   the first ballot and if there is more than one candidate, the presiding   officer shall order a second ballot in which the relative majority shall be   decisive.Article 18Powers of General Meeting
1
The following powers shall be   vested exclusively in the General Meeting:
a)to adopt   and amend the Articles of Incorporation;
b)to elect the members of the Board of Directors and the   Auditors;
c)to   approve the annual report and the consolidated financial statements;
d)to   approve the annual financial statements and to decide on the allocation of   profits shown on the balance sheet, in particular with regard to dividends;e)to   discharge the members of the Board of Directors;
f)to pass   resolutions concerning all matters which by law or the Articles of   Incorporation are reserved to the authority of the General Meeting.2
The   General Meeting holds a consultative vote on the Compensation System of   Novartis. The vote takes place before every significant change to the   Compensation System, but at least every third Annual General Meeting.Article 19Special Quorum
1
The approval of at least   two-thirds of the votes represented is required for resolutions of the   General Meeting of Shareholders on:
a)an   alteration of the purpose of the Company;
b)the   creation of shares with increased voting powers;
c)an   implementation of restrictions on the transfer of registered shares and the   removal of such restrictions;
d)an   authorised or conditional increase of the share capital;
e)an   increase of the share capital out of equity, by contribution  6


in   kind, for the purpose of an acquisition of property and the grant of special   rights;
f)a   restriction or suspension of rights of option to subscribe;
g)a change   of location of the registered office of the Company;
h)the   dissolution of the Company.B. Board   of DirectorsArticle 20Number of Directors
1
The Board of Directors shall   consist of a minimum of 10 and a maximum of 16 members, all of which must be   shareholders.Article 21Term of office
1
The term of office for each   member of the Board of Directors shall not exceed three years. A year within   the meaning of this provision is the period between two Ordinary General   Meetings of Shareholders. The term of office shall be determined for each   member at the occasion of its election. The several terms of office shall be   co-ordinated such that in each year approximately one third of all members of   the Board of Directors shall be subject to re-election or election.2
In the case of replacement   elections that occur during a term of office of a director, the successor   shall assume the term of office of his predecessor. Members of the Board of   Directors whose term of office has expired shall be re-eligible, subject to   paragraph 3 hereinafter.3
The members of the Board of   Directors shall automatically retire after the expiry of the seventieth year   of age; the retirement shall become effective on the date of the next   Ordinary General Meeting of Shareholders. The General Meeting may, under   special circumstances, grant an exception from this rule and may elect a   member of the Board of Directors for further terms of office of no more than   three years at a time.Article 22Organisation of the Board,   Remuneration
1
The Board of Directors shall   elect its Chairman and one or two Vice-Chairmen from among its members. It   shall appoint a secretary who need not be a member of the Board of Directors.2
The Board of Directors shall   determine the remuneration of its members.Article 23Convening of meetings
1
The Chairman shall convene   meetings of the Board of Directors if and when the need arises or if a member   so requires in writing.  7


Article 24Resolutions
1
In order to pass resolutions, at   least a majority of the members of the Board of Directors must be present.   This requirement shall not apply for resolutions of the Board of Directors   providing for the confirmation of capital increases or for the amendment of   the Articles of Incorporation in connection with increases of the share   capital.2
The adoption of resolutions by   the Board of Directors requires a majority of the votes cast. The Chairman   shall not have the deciding vote.3
Resolutions may also be passed by   telephone, or in writing or by way of electronic data transfer unless a   member of the Board of Directors requests oral deliberation.Article 25Powers of the Board
1
The Board of Directors has in   particular the following non-delegable and inalienable duties:a)
the ultimate direction of the   business of the Company and to give the necessary directives;b)
the determination of the   organisation of the Company;c)
the administration of accounting,   financial control and financial planning;d)
the appointment and removal of   the persons entrusted with the management and representation of the Company;e)
the ultimate supervision of the   persons entrusted with the management of the Company, specifically in view of   their compliance with the law, the Articles of Incorporation, regulations and   directives;f)
the preparation of business   reports and the Meetings of Shareholders and to carry out the resolutions   adopted by the Meetings of Shareholders;g)
the notification of the court if   liabilities exceed assets;h)
the adoption of resolutions   concerning the increase of the share capital to the extent that such power is   vested in the Board of Directors (Article 651 paragraph 4 CO), as well   as resolutions concerning the confirmation of capital increases and   respective amendments to the Articles of Incorporation;i)
the examination of the   professional qualifications of qualified auditors.2
In addition the Board of Directors can pass resolutions   with respect to all matters which are not reserved to the authority of the   General Meeting of Shareholders by law or by these Articles of Incorporation.  8


Article 26Delegation of powers
1
The Board of Directors may,   subject to article 25 hereof, delegate the management of the Company in whole   or in part to individual or several directors or to third persons (senior   management) by virtue of promulgating regulations governing the internal   organisation.Article 27Signature Power
1
The Board of Directors determines   those of its members as well as those third persons who shall have signatory   power for the Company and shall further determine the manner in which such   persons may sign on behalf of the Company.C.   AuditorsArticle 28Term, Powers and Duties
1
The Auditors, who shall be   elected by the General Meeting of Shareholders each year, shall have the   powers and duties vested in them by law.Section 4

Annual   Financial Statements, Consolidated Financial Statements and Profit AllocationArticle 29Fiscal year
1
The Board of Directors shall   prepare for each fiscal year as of 31 December a business report   consisting of the annual financial statements (including profit and loss   statements, balance sheet and notes to the financial statements), the annual   report and the consolidated financial statements.Article 30Allocation of profit shown   on the balance sheet, Reserves
1
The allocation of the profit   shown on the balance sheet shall be determined by the General Meeting of   Shareholders subject to the legal provisions. The Board of Directors shall   submit to the General Meeting of Shareholders its proposals.2
In addition to statutory reserves   additional reserves may be accrued.3
Dividends which have not been   claimed within five years after the due date fall back to the Company and   shall be allocated to the general reserves.  9


Section 5

Publications   and Place of JurisdictionArticle 31Publications
1
Shareholder communications of the   Company shall be made in the Swiss Gazette of Commerce. The Board of   Directors may designate additional publication organs.Article 32Place of jurisdiction
1
The place of jurisdiction for any   disputes arising from or in connection with the shareholdership in the   Company shall be at the registered office of the Company.  10