Exhibit 4.1


 






     


     


    

 


	 	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
	 	February 23, 2016
	 	February 28, 2017
	 	March 2, 2018
	 	February 28, 2019
	 	February 28, 2020
	 	March 2, 2021
	 	 
	 	(The original German text remains, in all matters, binding and definitive)
	 	 
	 	Novartis AG
	 	4002 Basel, Switzerland
	 	 
	 	© March 2021, Novartis AG




 






     


     


    

 


	1	 	Articles
of Incorporation of Novartis AG



 


	Section 1	Corporate
  Name, Registered Office, Purpose and Duration	2
	 	 	 
	Section 2	Share
    Capital	2
	 	 	 
	Section 3	Corporate
    Bodies	4
	 	A.
    General Meeting of Shareholders	4
	 	B.
     Board of Directors	8
	 	C.
     Auditors	11
	 	 	 
	Section 4	Compensation
  of the Board of Directors and the Executive Committee	12
	 	 	 
	Section 5	Annual
  Financial Statements, Consolidated FinancialStatements and Profit Allocation	15
	 	 	 
	Section 6	Publications
    and Place of Jurisdiction	15


 






     


     


    

 





	2	 	Articles
of Incorporation of Novartis AG


 





	Section 1	Corporate Name, Registered Office, Purpose and Duration
	 	 
	 	Article 1
	Corporate 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 2






	Purpose	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 3
	Duration	 	The duration of the Company is unlimited.



 


	Section 2	 	Share Capital
	 	 	 
	 	 	Article 4
	Share capital	1	The share capital of the Company is CHF 1 217 210 460,
    fully paid-in and divided into 2 434 420 920 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 5
	Shareholders
regis- 

ter 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.


 






     


     


    

 





	3	 	Articles
of Incorporation of Novartis AG


 


		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 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.



 






     


     


    

 





	4	 	Articles
of Incorporation of Novartis AG


 


	 	 	Article 6
	Form 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).
	 	 	 
	 	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 7






	Exercise 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 Bodies
	 	 	A. General Meeting of Shareholders
	 	 	 
	 	 	Article 8
	Competence	 	The General Meeting of Shareholders is the supreme body of the Company.
	 	 	 
	 	 	Article 9
	General 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.



 






     


     


    

 





	5	 	Articles
of Incorporation of Novartis AG


 





	 	 	Article 10
	b. 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 11









	Convening 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 12
	Agenda	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 13



	Presiding 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.



 


		2	The presiding officer shall appoint a secretary
                                            and the vote counters. The minutes shall be signed by the presiding officer and the secretary.



 






     


     


    

 





	6	 	Articles
of Incorporation of Novartis AG


 


	 	 	Article 14
	Proxies	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 15









	Voting rights	 	Each share provides entitlement to one vote.



 





	 	 	Article 16





	Resolutions,

 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.



 






     


     


    


 


	8	 	Articles
                                            of Incorporation of Novartis AG



 


	 	 	Article 17
	Powers 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 18
	Special quorum 	 	The approval of at least two-thirds of the votes represented is re-quired 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
    Directors
	 	 	 
	 	 	Article 19
	Number of Directors	 	The Board of Directors shall
    consist of a minimum of 8 and a maximum of 16 members.
	 	 	 
	 	 	Article 20
	Term 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.





 






     


     


    

 


	9	 	Articles
                                            of Incorporation of Novartis AG



 


		2	Members
                                            whose term of office has ended may be immediately re-elected, subject to paragraph 3 hereinafter.



 


		3	A
                                            member shall not serve on the Board for more than 12 years. The Board of Directors may, under
                                            certain circumstances and if deemed in the best interests of the Company, recommend exceptions
                                            to this rule to the General Meeting of Shareholders.
	 	 	 
	 	 	Article 21
	Organization	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 22
	Convening 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 23
	Resolutions	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.



 






     


     


    

 


	10	 	Articles
of Incorporation of Novartis AG



 


	 	 	Article 24
	Powers 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; and



 


		i)	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 25
	Delegation 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).
	 	 	 
	 	 	Article 26
	Signature
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.



 






     


     


    

 


	11	 	Articles
of Incorporation of Novartis AG



 


	 	 	Article 27
	Organization 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.



 


		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.
                                            Auditors
	 	 	 
	 	 	Article 28
	Term, 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.



 






     


     


    

 


	12	 	Articles
of Incorporation of Novartis AG



 


	Section 4	 	Compensation of the Board
of Directors and the Executive Committee



 


	 	 	Article 29
	Approval 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; and



 


		b)	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.
	 	 	 
	 	 	Article 30
	Additional 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.




 






     


     


    

 


	13	 	Articles
of Incorporation of Novartis AG



 


	 	 	Article 31
	General 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 com-prises fixed and variable compensation elements.
                                            Fixed compen-sation comprises the base salary and may comprise other com-pensation 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 32
	Variable 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).
	 	 	 
		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.



 






     


     


    

 

	14	 	Articles
                                            of Incorporation of Novartis AG



 


		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 33
	Agreements 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.
	 	 	 
	 	 	Article 34
	Mandates 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. Chair-manships
    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; and
	 	 	(c)	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.



 






    


     


    

 


	15		Articles
    of Incorporation of Novartis AG



 


	 	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 35
	Loans		No loans
    or credits shall be granted to the members of the Board of Directors
    or the Executive Committee.
	 	 	 
	Section 5	 	Annual
                                Financial Statements, Consolidated Financial Statements and Profit Allocation



	 	 	 
	 	 	Article 36
	Financial 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 37
	Allocation 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 Jurisdiction
	 	 	 
	 	 	Article 38
	Publications	 	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 39
	Place 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.