Exhibit 1.1  Articles of Incorporation of
Novartis AG 26 February 2008


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 2008  (The original German text
remains, in all matters, binding and definitive).  Novartis AG 4002 Basel, Switzerland  © May 2008, Novartis AG


Articles
of Incorporation of Novartis AG  Section 1
  Corporate name, Registered
  Office, Purpose and Duration
  3Section 2
  Share Capital
  3Section 3
  Corporate Bodies
  5A. General Meeting of
  Shareholders
  5B. Board of Directors
  8C. Auditors and Group
  Auditors
  10Section 4
  Annual Financial
  Statements, Consolidated Financial Statements and Profit Allocation
  10Section 5
  Publications and Place of
  Jurisdiction
  11  1


Section 1
  
  
  Corporate
  name, Registered Office, Purpose and DurationArticle 1Corporate name,
  
  1
  Under the Corporate nameRegistered office
  
  
  Novartis AGNovartis SANovartis 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.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 1,321,811,500, fully paid-in and divided into 2,643,623,000
  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 more than 2% of the registered
  share capital as set forth in the  3


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, with
  retroactive effect as of the date of registration, the registration of
  shareholders 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 6Share certificates
  
  1
  The Company may issue
  certificates representing several shares. They may be exchanged at any time
  for smaller portions or individual share certificates.  4


Article 7Dematerialised shares
  
  1
  The Company may renounce
  the printing and delivery of certificates and may, with the consent of the
  owner of issued shares, cancel issued certificates for registered shares that
  are returned to the Company. It may renounce the issuance of new certificates
  for registered shares if the owner of the shares does not demand the issuance
  of certificates for its shares with the co-operation of the bank which
  handles the book entries.2
  Registered shares not
  represented by a certificate may only be transferred by way of assignment,
  which assignment must encompass all rights connected with the transferred
  shares. To be valid, the assignment must be notified to the Company.
  Registered shares not represented by a certificate which a bank has been
  instructed by the shareholder to administer may only be transferred with the
  co-operation of that bank.3
  Registered shares not
  represented by a certificate may only be pledged to the bank which handles the
  book entries of such shares for the shareholder, and only based on a written
  pledge agreement. A notification of the Company is not necessary. The right
  to require delivery of a certificate may be transferred to the bank accepting
  the pledge. In all other cases, the pledge of registered shares requires the
  transfer of the certificates to be valid.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
  BodiesA. 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  5


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 Share-holders 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
  share-holders specifying the items for the agenda and the proposals.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.  6


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, corporate bodies (Organvertreter), independent proxies (unabhängige
  Stimmrechtsvertreter) or by a depositary (Depotvertreter).Article 16Voting rights
  
  1
  Each share entitles the
  holder to one vote.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, the auditors and the Group 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;  7


f)
  to pass resolutions
  concerning all matters which by law or the Articles of Incorporation are
  reserved to the authority of the 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 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  8


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.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;  9


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.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.
  Auditors and Group AuditorsArticle 28Term, Powers and Duties
  
  1
  The Auditors and the Group
  Auditors, both of which 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  10


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.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.  11