Exhibit
1.1  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
  6C. Auditors
  8Section 4
  Annual Financial Statements, Consolidated Financial
  Statements and Profit Allocation
  8Section 5
  Publications and Place of Jurisdiction
  8  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 1,318,811,500, fully paid-in and divided into 2,637,623,000
  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 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  2


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 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.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  3


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 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.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  4


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.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;  5


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.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 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.  6


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;
  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.  7


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.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.  8