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Exhibit 10.528    
    


 
 

NOVARTIS AG
  
    WRITTEN CONSENT AND APPROVAL
  
    Effective as of May 16, 2003    
    


CHANGE IN SIZE OF THE BOARD  


        WHEREAS,
Sections 2.04 (a)(iv) and (v) of that certain Governance Agreement dated as of November 20, 1994 between Chiron Corporation ("Chiron" or the "Company") and
Novartis AG, as amended, requires the approval of Novartis to change the size or composition of the Board of Directors or any committee thereof, and approve any amendment to the Bylaws of the Company; 



        NOW,
THEREFORE, BE IT RESOLVED, that the number of authorized members of the Chiron Board be reduced from twelve (12) to thirteen (13), as described below: 



AMENDMENT OF ARTICLE III, SECTION 3.1 OF THE BYLAWS  


The
first sentence of Article III, Section 3.1 of the Bylaws of the Company is hereby amended to read in its entirety as follows: 


	3.1
	Number, Tenure and Qualification.    The number of directors which shall constitute the whole Board
shall be twelve (12) until such time as the Board, in its sole discretion, shall reduce the number of directors to eleven (11).  




AMENDMENT TO GOVERNANCE AGREEMENT AND FURTHER AMENDMENT TO BYLAWS  


        WHEREAS,
Section 2.04 (b)(iv) of the Governance Agreement also requires the approval of a majority of the Investor Directors to effect any amendment to the Bylaws of the
Company, and the approval of Novartis under Section 2.04(a) (iv), of any change in the size or composition of any committee of the Board; 


        WHEREAS,
the Board, with the consent of Novartis, recently amended Section 3.11 of Chiron's Bylaws in October 2002, to establish a sixth standing committee of the Board,
known as the "Executive Committee", and the Board, with the approval of the Investor Directors at their May 16, 2003 meeting, 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 abandon the "Executive Committee"; 



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


        IN
CONSIDERATION OF THE FOREGOING, Novartis AG hereby approves the: (i) change in size of Chiron's Board of Directors and corresponding amendment of its Bylaws; and
(ii) abandonment 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
May 16, 2003. 



	 
	 	 
	 	 

	 	 	NOVARTIS AG
	

 	
 	

By:	
 	

/s/ P. RUPPRECHT

	 	 	Its:	 	Peter Rupprecht
 authorized signatory
	

 	
 	

By:	
 	

/s/ BREU

	 	 	Its:	 	CFO








 
 
 

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 May 16, 2003, to
delete subsection 2.03(vi) in its entirety; and 


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



"(vi) 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 May 16, 2003, 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 and Corporate Governance Committee; (iii) a Strategic Planning Committee;
(iv) a Compensation Committee; and (v) a Stock Option Plan Administration 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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Exhibit 10.528


NOVARTIS AG WRITTEN CONSENT AND APPROVAL Effective as of May 16, 2003


ANNEX 1


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


ANNEX 2


CHIRON CORPORATION Bylaws, as amended