Exhibit 1.1  Articles of Incorporation of Novartis AG February 27, 2015


The Articles of Incorporation were adopted at the Extraordinary General Meeting of Novartis AG held on October 15, 1996.  Alterations adopted by General Meetings of:  April 21, 1999 October 11, 2000 (extraordinary GM) March 22, 2001 March 21, 2002 March 4, 2003 February 24, 2004 March 1, 2005 February 28, 2006 February 26, 2008 February 24, 2009 February 26, 2010 April 8, 2011 (extraordinary GM) February 23, 2012 February 27, 2015  (The original German text remains, in all matters, binding and definitive).  Novartis AG 4002 Basel, Switzerland  © February 2015, 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
11Section 4
Compensation of the   Board of Directors and the Executive Committee
11Section 5
Annual Financial   Statements, Consolidated Financial Statements and Profit Allocation
15Section 6
Publications and Place   of Jurisdiction
15  1


Section 1

Corporate Name, Registered   Office, Purpose and DurationArticle 1Corporate name, Registered office

Under the Corporate name
Novartis AG
Novartis SA
Novartis Inc.
there exists a company limited by shares   with its registered office in Basel.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

The duration of the Company is unlimited.Section 2

Share CapitalArticle 4Share capital
1
The share capital of the Company is CHF   1,338,496,500, fully paid-in and divided into 2,676,993,000 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 last 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


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 in the shareholders   register 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 of this   article, 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).  3


2
The Company may withdraw shares issued as   book entry securities from the custodian system (Verwahrungssystem).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 7Exercise 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 vis-à-vis the   Company by a shareholder, usufructuary or nominee who is registered in the share   register.Section 3

Corporate BodiesA. General Meeting of ShareholdersArticle 8Competence

The General Meeting of Shareholders is the   supreme body of the Company.Article 9General Meetings
a. Annual General Meeting

The Annual General Meeting of Shareholders   shall be held each year within six months after the close of the financial   year of the Company; at the latest twenty days before the meeting the annual   report and the reports of the auditors shall be made available for inspection   by the Shareholders at the registered office of the Company. Notification   thereof may be made by way of a publication in the publication organs set   forth in Article 38 of these Articles of Incorporation.  4


Article 10b. 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 11Convening of General Meetings of Shareholders
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 12Agenda
1
One or more shareholders whose combined   shareholdings represent an aggregate nominal value of at least CHF 1 million   may demand that an item be included in the agenda of a General Meeting of   Shareholders. 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 of Shareholders on matters for which no proper notice was given. This   provision shall not apply to proposals to convene an Extraordinary General   Meeting of Shareholders or to initiate a special audit.Article 13Presiding 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 of Directors or in his   absence a Vice-Chairman or any other member of the Board of Directors   designated by the Board of Directors shall take the chair.  5


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 14Proxies
1
The Board of Directors may issue regulations   regarding the participation and the representation at the General Meeting of Shareholders   and may allow electronic proxies without qualified signatures.2
A shareholder shall only be represented by   his legal representative, another shareholder with the right to vote, or the   Independent Proxy (in German: Unabhängiger   Stimmrechtsvertreter).3
The General Meeting of Shareholders shall   elect the Independent Proxy for a term of office lasting until completion of   the next Annual General Meeting of Shareholders. Re-election is possible.4
If the Company does not have an Independent   Proxy, the Board of Directors shall appoint the Independent Proxy for the next   General Meeting of Shareholders.Article 15Voting rights

Each share provides entitlement to one vote.Article 16Resolutions, Elections
1
Unless the law requires otherwise, the   General Meeting passes resolutions and elections with the absolute majority   of the votes validly 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.  6


Article 17Powers of the General Meeting of Shareholders

The following powers shall be vested   exclusively in the General Meeting of Shareholders:a)To adopt and   amend the Articles of Incorporation;b)To elect and   remove the members of the Board of Directors, the Chairman of the Board of   Directors, the members of the Compensation Committee, the Independent Proxy   and the Auditors;c)To approve   the management report (if required) and the consolidated financial   statements;d)To approve   the financial statements and to decide on the appropriation of available   earnings shown on the balance sheet, in particular with regard to dividends;e)To approve   the aggregate amounts of compensation of the Board of Directors and the   Executive Committee in accordance with Article 29 of these Articles of   Incorporation;f)To grant   discharge to the members of the Board of Directors and to the members of the   Executive Committee;g)To decide on   matters that are reserved by law or by the Articles of Incorporation to the   General Meeting of Shareholders.Article 18Special quorum

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 authorized   or conditional increase of the share capital;e)An increase   of the share capital out of equity, by contribution in kind or 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 19Number of Directors

The Board of Directors shall consist of a minimum   of 8 and a maximum of 16 members.  7


Article 20Term of office
1
The members of the Board of Directors and   the Chairman of the Board of Directors shall be elected individually by the   General Meeting of Shareholders for a term of office lasting until completion   of the next Annual General Meeting of Shareholders.2
Members whose term of office has ended may   be immediately re-elected, subject to paragraph 3 hereinafter.3
Individuals who have turned 70 years of age   at the date of the General Meeting of Shareholders may no longer be elected   as members of the Board of Directors. The General Meeting of Shareholders   may, under special circumstances, grant exceptions to this rule.Article 21Organization
1
The Board of Directors constitutes itself in   compliance with legal requirements and taking into consideration the   resolutions of the General Meeting of Shareholders. It shall elect one or two   Vice-Chairmen. It shall appoint a secretary, who need not be a member of the   Board of Directors.2
If the office of the Chairman of the Board   of Directors is vacant, the Board of Directors shall appoint a new Chairman   from amongst its members for the remaining term of office.Article 22Convening of meetings

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 23Resolutions
1
For the Board of Directors to pass   resolutions, at least a majority of its members must be present. No such   quorum shall be required 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 via   teleconference, or, unless a member calls for an oral deliberation, in   writing by way of a circular or electronic data transfer.  8


Article 24Powers of the Board of Directors
1
The Board of Directors has in particular the   following non-delegable and inalienable duties:a)The ultimate   direction of the Companys business and issuing of the necessary directives;b)The   determination of the organization of the Company;c)The   determination of the principles of accounting, financial controlling and   financial planning;d)The   appointment and removal of the persons entrusted with the management and   representation of the Company (including the CEO and the other members of the   Executive Committee);e)The ultimate   supervision of the persons entrusted with the management of the Company,   specifically in view of their compliance with the law, Articles of   Incorporation, regulations and directives;f)The   preparation of the annual report and the compensation report in accordance   with the provisions of the law and the Articles of Incorporation;g)The   preparations for the General Meeting of Shareholders and carrying out of the   resolutions of the General Meeting of Shareholders;h)The   notification to the court in the event of over-indebtedness; andi)The adoption   of resolutions concerning increases in share capital to the extent that such   power is vested in the Board of Directors (Article 651 paragraph 4 of   the Swiss Code of Obligations), as well as resolutions concerning the   confirmation of capital increases and respective amendments to the Articles   of Incorporation.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 25Delegation of powers

The Board of Directors may, within the   limits of the law and the Articles of Incorporation, delegate the management   of the Company in whole or in part to one or several of its members (including   to ad hoc or permanent committees of the Board of Directors) or to third   persons (Executive Committee).  9


Article 26Signature power

The Board of Directors shall designate those   of its members as well as those third persons who shall have legal signatory   power for the Company, and shall further determine the manner in which such   persons may sign on behalf of the Company.Article 27Organization and powers of the Compensation Committee
1
The Compensation Committee shall consist of   a minimum of 3 and a maximum of 5 members of the Board of Directors.2
The members of the Compensation Committee   shall be elected individually by the General Meeting of Shareholders for a   term of office lasting until completion of the next Annual General Meeting of   Shareholders. Members of the Compensation Committee whose term of office has   expired shall be immediately eligible for re-election.3
If there are vacancies on the Compensation   Committee, the Board of Directors shall appoint substitutes for the remaining   term of office.4
The Board of Directors shall elect a   chairman of the Compensation Committee. The Board of Directors shall, within   the limits of the law and the Articles of Incorporation, define the   organization of the Compensation Committee in regulations.5
The Compensation Committee has the following   powers:a)Develop a   compensation strategy in line with the principles described in the Articles   of Incorporation and submit it for approval to the Board of Directors;b)Propose to   the Board of Directors the principles and structure of the compensation   plans;c)Support the   Board of Directors in preparing the proposals to the General Meeting of   Shareholders regarding the compensation of the members of the Board of   Directors and the Executive Committee;d)Submit the   compensation report to the Board of Directors for approval;e)Inform the   Board of Directors about policies, programs and key decisions as well as   comparisons of compensation levels at key competitors;f)Regularly   report to the Board of Directors on the decisions and deliberations of the   Compensation Committee;g)Assume other   responsibilities assigned to it by law, the Articles of Incorporation or by   the Board of Directors.  10


6
The Board of Directors issues regulations to   determine for which positions of the Board of Directors and of the Executive   Committee the Compensation Committee shall submit proposals regarding   compensation, and for which positions it shall determine the compensation in   accordance with the Articles of Incorporation.C. AuditorsArticle 28Term, Powers and Duties

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

Compensation of the Board   of Directors and the Executive CommitteeArticle 29Approval of compensation by the General   Meeting of Shareholders
1
The General Meeting of Shareholders shall   approve annually and separately the proposals of the Board of Directors in   relation to the maximum aggregate amount of:a)Compensation   of the Board of Directors for the period until the next Annual General   Meeting of Shareholders; andb)Compensation   of the Executive Committee paid, promised or granted for the following   financial year.The Board of Directors may submit for   approval by the General Meeting of Shareholders additional proposals relating   to the same or different periods.2
If the General Meeting of Shareholders   rejects the proposal of the Board of Directors for the total compensation of   the Board of Directors and/or the Executive Committee, the decision on how to   proceed shall reside with the Board of Directors. The options for the Board   of Directors shall be to either convene an Extraordinary General Meeting to   submit a new compensation proposal, or to determine the compensation for the   corresponding period on an interim basis, subject to approval at the next Annual   General Meeting of Shareholders.3
Notwithstanding the preceding paragraphs,   the Company or companies controlled by it may pay out compensation prior to approval   by the General Meeting of Shareholders subject to subsequent approval by a   General Meeting of Shareholders.4
The Board of Directors shall submit the   compensation report to an advisory vote of the General Meeting of   Shareholders.  11


Article 30Additional amount

If the maximum aggregate amount of   compensation already approved by the General Meeting of Shareholders is not   sufficient to also cover the compensation of one or more members who become   members of or are promoted within the Executive Committee during a   compensation period for which the General Meeting of Shareholders has already   approved the compensation of the Executive Committee, the Company or   companies controlled by it shall be authorized to pay or grant to such   member(s) an additional amount during the compensation period(s) already   approved. The total additional amount for each relevant compensation period   for which approval by the General Meeting of Shareholders has already been   obtained shall not exceed (in full and not pro   rata temporis) 40% of the aggregate amount of compensation of the   Executive Committee last approved by the General Meeting of Shareholders per   compensation period.Article 31General compensation principles
1
Compensation of the non-executive members of   the Board of Directors comprises fixed compensation elements only. In   particular, non-executive members of the Board of Directors shall receive no   company contributions to any pension plan, no performance-related elements   and no financial instruments (e.g. options).2
Compensation of the members of the Executive   Committee comprises fixed and variable compensation elements. Fixed   compensation comprises the base salary and may comprise other compensation   elements and benefits. Variable compensation may comprise short-term and   long-term compensation elements.3
Compensation (to non-executive members of   the Board of Directors and to members of the Executive Committee) may be paid   or granted in the form of cash, shares, other benefits or in kind.   Compensation to members of the Executive Committee may also be paid or   granted in the form of financial instruments or similar units. Compensation   may be paid by the Company or companies controlled by it. The Board of   Directors determines the valuation of each compensation element on the basis   of the principles that apply to the establishment of the compensation report.Article 32Variable compensation
1
The variable compensation paid or granted to   the members of the Executive Committee in a certain year shall consist of   compensation elements from short- and long-term compensation plans (as   defined in this Article 32).  12


2
The short-term compensation plans are based   on performance metrics that take into account the performance of the Novartis   Group and/or parts thereof, and/or individual targets. Achievements are   generally measured based on the one-year period to which the short-term   compensation relates. The short-term compensation pay-outs shall be subject   to caps that may be expressed as predetermined multipliers of the respective   target levels.3
The long-term compensation plans are based   on performance metrics that take into account strategic objectives of the   Novartis Group (such as financial, innovation, Shareholder return and/or other   metrics). Achievements are generally measured based on a period of not less   than three years. The long-term compensation pay-outs shall be subject to   caps that may be expressed as predetermined multipliers of the respective   target levels.4
The Board of Directors or, to the extent   delegated to it, the Compensation Committee determines performance metrics, target   levels, and their achievement.5
The Board of Directors or, to the extent   delegated to it, the Compensation Committee determines grant, vesting,   blocking, exercise and forfeiture conditions of the compensation; they may provide   for continuation, acceleration or removal of vesting and exercise conditions,   for payment or grant of compensation assuming target achievement or for   forfeiture in the event of predefined events such as death, disability,   retirement or termination of an employment or mandate agreement.Article 33Agreements with Members of the Board of   Directors and of the Executive Committee
1
The Company or companies controlled by it   may enter into agreements with members of the Board of Directors relating to their   compensation for a fixed term of one year. The Company or companies   controlled by it may enter into contracts of employment with members of the   Executive Committee for a fixed term not exceeding one year or for an   indefinite period of time with a notice period not exceeding 12 months.2
Contracts of employment with members of the   Executive Committee may contain a prohibition of competition for the time after   the end of employment for a duration of up to one year. The annual   consideration for such prohibition shall not exceed the total annual   compensation (i.e. base salary and annual incentive) last paid to such member   of the Executive Committee.  13


Article 34Mandates outside of the Novartis Group
1
No member of the Board of Directors may hold   more than 10 additional mandates in other companies, of which no more than 4   additional mandates shall be in other listed companies. Chairmanships of the   board of directors of other listed companies count as two mandates. Each of   these mandates shall be subject to approval by the Board of Directors.2
No member of the Executive Committee may   hold more than 6 additional mandates in other companies, of which no more   than 2 additional mandates shall be in other listed companies. Each of these   mandates shall be subject to approval by the Board of Directors. Members of   the Executive Committee are not allowed to hold chairmanship of the board of   directors of other listed companies.3
The following mandates are not subject to   these limitations:a)Mandates in   companies which are controlled by the Company;b)Mandates   which a member of the Board of Directors or of the Executive Committee holds   at the request of the Company or companies controlled by it. No member of the   Board of Directors or of the Executive Committee shall hold more than 5 such   mandates; andc)Mandates in   associations, charitable organizations, foundations, trusts and employee   welfare foundations. No member of the Board of Directors or of the Executive   Committee shall hold more than 10 such mandates.4
Mandates shall mean mandates in the supreme   governing body of a legal entity which is required to be registered in the   commercial register or a comparable foreign register. Mandates in different   legal entities which are under joint control are deemed one mandate.5
The Board of Directors may issue regulations   that may determine additional restrictions, taking into account the position   of the respective member.Article 35Loans

No loans or credits shall be granted to the   members of the Board of Directors or the Executive Committee.  14


Section 5

Annual Financial   Statements, Consolidated Financial Statements and Profit AllocationArticle 36Financial year

The Board of Directors shall prepare for   each financial year as of 31 December an annual report consisting of   financial statements with a management report if required and the   consolidated financial statements.Article 37Allocation 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 6

Publications and Place of   JurisdictionArticle 38Publications

Shareholder communications of the Company   shall be made in the Swiss Official Gazette of Commerce. The Board of   Directors may designate additional publication organs.Article 39Place of jurisdiction

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.  15