EXHIBIT 4.5


 


GUARANTEED
DEBT SECURITY


 


THIS SECURITY IS IN GLOBAL FORM WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE
COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER
OF THIS SECURITY FOR ALL PURPOSES.


 


UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF CEDE & CO., HAS AN INTEREST HEREIN.


 


UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN
THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF
DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


	
  REGISTERED
  NO. [   ]

  	
   

  	
  PRINCIPAL
  AMOUNT: $[   ]

  
	
  CUSIP NO. 66989H AD0

  	
   

  	
   

  



 


NOVARTIS CAPITAL
CORPORATION


 


4.400%
NOTES DUE 2020


 


FULLY
AND UNCONDITIONALLY GUARANTEED BY


 


NOVARTIS
AG


 


Novartis Capital
Corporation, a corporation organized under the laws of the State of Delaware
(hereinafter called the Company, which
term shall include any successor entity under the Indenture), for value
received, hereby promises to pay to Cede & Co., as nominee for DTC, or
registered assigns, upon presentation, the principal sum of [   ] on Dollars ($[   ]) April 24, 2020 (the Maturity Date) and to pay interest thereon from March 16,
2010 or from the most recent interest payment date to which interest has been
paid or duly provided for, semi-annually in arrears on April 24 and October 24
in each year (each an Interest Payment Date),
commencing October 24, 2010, at the rate of 4.400% per annum, until the
entire Principal hereof is paid or made available for payment.


 


The interest so payable, and
punctually paid or duly provided for on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security is
registered at the close of business on the Record Date for such interest, which
shall be April 9 or October 9 (whether or not a Business Day (as
defined below)), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Record Date, and may either be paid
to the Person in whose name this Security is registered at the close of
business on a special record date for the payment of defaulted interest to be
fixed by the Trustee, notice whereof shall be given to Holders of Securities of
this series at least 15 days prior to such special record date, or may be paid
at any time in any other


 

















 


lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture.


 


Payment of the Principal of
and interest on and any Additional Amounts in respect of this global Security
will be paid to DTC for the purpose of permitting DTC to credit the Principal
and interest received by it in respect of this global Security to the accounts
of the beneficial owners thereof; provided, however, that if this Security is not a global Security,
payment of the Principal of, interest on and Additional Amounts, if any, in
respect of this Security will be made at the office or agency of the Trustee in
The City of New York, or elsewhere as provided in the Indenture, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; and provided,
further, that at the option of the
Company payment of interest may be made by (a) check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or (b) transfer to an account of the Person entitled thereto
located inside the United States.


 


If an Interest Payment Date
or redemption date (including an Optional Redemption Date (as defined on the
reverse hereof)), or the maturity date, as the case may be, would fall on a day
that is not a Business Day, then the Interest Payment Date or redemption date
(including an Optional Redemption Date), or the maturity date, as the case may
be, will be postponed to the next succeeding Business Day, but no additional
interest shall be paid unless the Company fails to make payment on such next
succeeding Business Day.


 


A Business Day
is any day other than a Saturday, a Sunday or a day on which banking
institutions in the City of New York, in Luxembourg, Luxembourg or in Zurich,
Switzerland are authorized or obligated by law, regulation or executive order
to be closed.


 


Additional provisions of
this Security are set forth following the signature page hereof, which
provisions shall for all purposes have the same effect as if set forth at this
place.


 


Unless the certificate of
authentication hereon has been executed by or on behalf of the Trustee referred
to on the reverse hereof by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed this [   ] day of [  
], [   ].


 


	
   

  	
  NOVARTIS CAPITAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


2

















 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one or all of the
Securities of the series designated “4.400% Notes due 2020” pursuant to the
within-mentioned Indenture.


 


	
   

  	
  HSBC BANK USA, NATIONAL
  ASSOCIATION,

  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


3

















 


GUARANTEE


 


OF


 


NOVARTIS
AG


 


For value received, Novartis
AG, a stock corporation (Aktiengesellschaft)
incorporated under the laws of Switzerland, having its principal executive
offices at Lichtstrasse 35, CH-4056 Basel, Switzerland (the Guarantor, which term includes any Person as a successor
Guarantor under the Indenture referred to in the Security upon which this
Guarantee is endorsed), hereby fully and unconditionally guarantees to the
Holder of the Security upon which this Guarantee is endorsed and to the Trustee
on behalf of each such Holder the due and punctual payment of the Principal of,
interest on and any Additional Amounts payable in respect of such Security and
the due and punctual payment of the sinking fund or analogous payments referred
to therein, if any, when and as the same shall become due and payable, whether
on the Maturity Date, by declaration of acceleration, call for redemption or otherwise,
according to the terms thereof and of the Indenture referred to therein. In
case of the failure of Novartis Capital Corporation, a corporation organized
under the laws of the State of Delaware (the Company,
which term includes any successor Person under such Indenture), to punctually
make any such payment of Principal, interest or Additional Amounts or any such
sinking fund or analogous payment, the Guarantor hereby agrees to cause any
such payment to be made punctually when and as the same shall become due and
payable, whether on the Maturity Date or by declaration of acceleration, call
for redemption or otherwise, and as if such payment were made by the Company.


 


The indebtedness evidenced
by this Guarantee is ranked equally and pari passu with
all other unsecured and unsubordinated indebtedness of the Guarantor.


 


The Guarantor hereby agrees
that its obligations hereunder shall be absolute and unconditional,
irrespective of, and shall be unaffected by, any invalidity, irregularity or
unenforceability of such Security or such Indenture, any failure to enforce the
provisions of such Security or such Indenture, or any waiver, modification or
indulgence granted to the Company with respect thereto, by the Holder of such
Security or the Trustee or any other circumstance that may otherwise constitute
a legal or equitable discharge of a guarantor; provided,
however, that, notwithstanding the
foregoing, no such waiver, modification or indulgence shall, without the
consent of the Guarantor, increase the Principal of such Security, or increase
the interest rate thereon, or alter the Maturity Date thereof, or increase the
Principal of any Original Issue Discount Security that would be due and payable
upon a declaration of acceleration of the maturity thereof pursuant to Article 7
of such Indenture. The Guarantor hereby waives diligence, presentment, demand
of payment, filing of claims with a court in the event of merger or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest or notice with respect to such Security or the indebtedness evidenced
thereby or with respect to any sinking fund or analogous payment required under
such Security and all demands whatsoever, and covenants that this Guarantee
will not be discharged except by payment in full of the Principal of, interest
on and Additional Amounts payable in respect of such Security. This Guarantee
is a guarantee of payment and not of collection.


 


The Guarantor shall be
subrogated to all rights of the Holder of such Security and the Trustee against
the Company in respect of any amounts paid to such Holder by the Guarantor
pursuant to the provisions of this Guarantee; provided,
however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon
such right of subrogation until the Principal of, interest on and Additional
Amounts payable in respect of all Securities of the same series issued under
such Indenture shall have been paid in full.


 


No reference herein to such
Indenture and no provision of such Indenture shall alter or impair the
guarantees of the Guarantor, which are absolute and unconditional, of the due
and punctual payment of the Principal of, 


 


4

















 


interest on and Additional
Amounts payable in respect of, and any sinking fund or analogous payments with
respect to, the Security upon which this Guarantee is endorsed.


 


This Guarantee shall not be
valid or obligatory for any purpose until the certificate of authentication of
such Security shall have been manually executed by or on behalf of the Trustee
under such Indenture.


 


All terms used in this
Guarantee that are defined in such Indenture shall have the meanings assigned
to them in such Indenture.


 


THIS GUARANTEE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


IN WITNESS WHEREOF, the Guarantor
has caused this Guarantee to be duly executed this [   ] day of [  
], [   ].


 


	
   

  	
  NOVARTIS AG,

  as the Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


5

















 


[REVERSE OF SECURITY]


 


This Security is one or all
of a duly authorized issue of securities of the Company (herein called the Securities) issued and to be issued in one or more series
under an Indenture, dated as of February 10, 2009 (herein called the Indenture), among the Company, Novartis Securities
Investment Ltd., Novartis Finance S.A., Novartis AG, as Guarantor (the Guarantor) and HSBC Bank USA, National Association, as
trustee (herein called the Trustee, which
term includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitation of rights, duties and immunities
thereunder of the Company, the Guarantor, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one or all of the series
designated as the “4.400% Notes due 2020.”


 


As provided in and subject
to the provisions of the Indenture, the Securities in this series are
redeemable in whole but not in part, at the discretion of the Company, if: (a) the
Company determines that as a result of any change in or amendment to the laws
or any regulations or rulings promulgated thereunder of a Relevant Taxing
Jurisdiction, or any change in the application or official interpretation of
such laws, regulations or rulings, or any change in the application or official
interpretation of, or any execution of or amendment to, any treaty or treaties
affecting taxation to which any such jurisdiction is a party, the Company would
be required to pay Additional Amounts with respect to such series of Securities
on the next succeeding Interest Payment Date and the payment of such Additional
Amounts cannot be avoided by the use of reasonable measures available to the
Company or the Guarantor, or withholding tax has been or would be required to
be withheld with respect to interest income received or receivable by the
Company directly from the Guarantor (or any affiliate) and such withholding tax
obligation cannot be avoided by the use of reasonable measures available to the
Company or the Guarantor (or any affiliate) or (b) the Company determines,
based upon an opinion of independent counsel of recognized standing that, as a
result of any action taken by any legislative body of, taxing authority of, or
any action brought in a court of competent jurisdiction in, a Relevant Taxing
Jurisdiction there is a substantial probability that the circumstances
described in subsection (a) above would exist; provided,
however, that no such notice of
redemption may be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such Additional Amounts. The
Company or the Guarantor will also pay to each Holder, or make available for
payment to each such Holder, on the redemption date any Additional Amounts
resulting from the payment of such redemption price.


 


In the event of a redemption
as described in the preceding paragraph, notice of such redemption to the
Holders of Securities of any series to be redeemed in whole but not in part at
the option of the Company shall be given by mailing notice of such redemption
by first class mail, postage prepaid, at least 30 days and not more than 60
days prior to the date fixed for redemption to such Holders of Securities of
such series at their last addresses as they shall appear upon the Security
Register of the Company.


 


The Company, at its option
at any time and from time to time, may redeem the Securities (each such
redemption, an Optional Redemption), in whole or
in part, at a redemption price (the Optional Redemption Price)
equal to the greater of (a) 100% of the principal amount of such
Securities to be so redeemed; and (b) as determined by the Quotation Agent
(as defined below), the sum of the present values of the Remaining Scheduled
Payments, discounted to the date of such Optional Redemption (each such date,
an Optional Redemption Date) on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 0.10%, together with accrued and unpaid interest on
the principal amount of the Securities to be so redeemed to, but excluding, the
Optional Redemption Date. Notwithstanding the foregoing, installments of
interest on Securities that are due and payable on the Interest Payment Dates
falling on or prior to an Optional Redemption Date will be payable on the
Interest Payment Date to Holders as of the close of business on the relevant
Record Date according to the Securities and the Indenture. In connection with
an Optional Redemption, the following defined terms shall apply.


 


6

















 


Comparable Treasury Issue means the
United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term (as measured from the date of
redemption) of the Securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities.


 


Comparable Treasury Price means, with
respect to any Optional Redemption Date, (i) the average of four Reference
Treasury Dealer Quotations (as defined below) for such Optional Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Quotation Agent for the Securities obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations, or (iii) if only one Reference Treasury Dealer Quotation
is received, the quotation.


 


Quotation Agent means any
Reference Treasury Dealer appointed by the Company.


 


Reference Treasury Dealer means (i) each
of Goldman, Sachs & Co., J.P. Morgan Securities Inc., Banc of America
Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan
Stanley & Co. Incorporated (or their respective affiliates that are
Primary Treasury Dealers) and their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S. government
securities dealer in New York City (a Primary Treasury Dealer),
the Company will substitute therefor another Primary Treasury Dealer, and (ii) any
other Primary Treasury Dealer selected by the Company.


 


Reference Treasury Dealer
Quotations means, with respect to each Reference Treasury
Dealer and any Optional Redemption Date, the average, as determined by the
Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Optional
Redemption Date.


 


Treasury Rate means, with
respect to any Optional Redemption Date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for that
Optional Redemption Date.


 


Remaining Scheduled Payments means, with
respect to each Security to be so redeemed, the remaining scheduled payments of
Principal thereof and interest thereon (not including any portion of such
payments of interest accrued as of the Optional Redemption Date).


 


Notice of any Optional
Redemption will be mailed at least 30 days but not more than 60 days before the
Optional Redemption Date to each Holder of the Securities to be so redeemed.
Notice of such Optional Redemption will be published in a daily newspaper of
general circulation in the United States by the Company, and the Company will
give notice of any such Optional Redemption to any exchange on which the
Securities are listed. On and after any Optional Redemption Date, interest will
cease to accrue on the Securities or portions thereof called for Optional
Redemption. On or before the Optional Redemption Date, the Company will deposit
with a Paying Agent (or the Trustee) money sufficient to pay the Optional
Redemption Price of and accrued interest on the Securities to be redeemed on
such Optional Redemption Date. If less than all of the Securities are to be so
redeemed, the Securities to be so redeemed shall be selected by lot by DTC, in
the case of Securities represented by a Global Security, or by the Trustee by
such method as the Trustee deems to be fair and appropriate, in the case of
Securities that are not represented by a Global Security.


 


The Indenture contains
provisions for defeasance of (a) the entire indebtedness of this Security
and (b) certain restrictive covenants and the related defaults and Events
of Default applicable to the Company and the


 


7

















 


Guarantor, in each case,
upon compliance by the Company and the Guarantor with certain conditions set
forth in the Indenture, which provisions apply to this Security.


 


If an Event of Default with
respect to the Securities of this series shall occur and be continuing, the
principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


As provided in and subject
to the provisions of the Indenture, the Holder of this Security shall not have
the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the
Holders of not less than 25% in principal amount of the Securities of all such
affected series at the time outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee and offered the Trustee indemnity reasonably satisfactory to
the Trustee against any costs, liabilities or expenses to be incurred in compliance
with such request and, for 60 days after receipt of such notice, request and
offer of indemnity, the Trustee shall have failed to institute any such
proceeding, and, during such 60-day period, the Trustee shall not have received
from the Holders of a majority in principal amount of the Securities of this
series at the time outstanding a direction inconsistent with such request. The
foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the Guarantor and
the rights of the Holders of the Securities under the Indenture at any time by
the Company, the Guarantor and the Trustee with the consent of the Holders of
not less than a majority in principal amount of the outstanding Securities
affected by such amendment. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities at
the time outstanding, on behalf of the Holders of all Securities, to waive
compliance by the Company or the Guarantor, or both, with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


 


No reference herein to the Indenture
and no provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
Principal of and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.


 


The Company may, from time
to time, without the consent of the Holders of the Securities, increase the
principal amount of the Securities by issuing additional Securities in the
future on the same terms and conditions as the Securities in all respects,
except for any differences in the issue date, issue price and first payment of
interest thereon, and with the same CUSIP number as the Securities. The
Securities and any additional Securities shall rank equally and ratably and shall
be treated as a single series for all purposes under the Indenture. The Company
will not issue any additional Securities unless such additional Securities have
no more than a de minimis amount of original issue discount or such issuance
would constitute a “qualified reopening” for U.S. federal income tax purposes.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this
Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company in
any place of payment where the Principal and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company, the Guarantor and the Trustee for the
Securities duly executed by the Holder hereof or his attorney duly authorized


 


8

















 


in writing, and thereupon
one or more new Securities of this series, of authorized denomination and for
the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


The Securities of this
series are issuable only in registered form without coupons in denominations of
$2,000 and integral multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations set forth therein, Securities of
this series are exchangeable for a like aggregate principal amount of
Securities of this series of a different authorized denomination, as requested
by the Holder surrendering the same.


 


No service charge shall be
made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment of
this Security for registration of transfer, the Company, the Guarantor, the
Trustee and any agent of the Company, the Guarantor or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and none of the Company,
the Guarantor, the Trustee, or any such agent shall be affected by notice to
the contrary.


 


The obligations of the
Company and the Guarantor under the Indenture and this Security and all
documents delivered in the name of the Company or the Guarantor, as the case
may be, in connection herewith and therewith do not and shall not constitute
personal obligations of the directors, officers, employees, agents or shareholders
of the Company or the Guarantor or any of them, and shall not involve any claim
against or personal liability on the part of any of them, and all persons
including the Trustee shall look solely to the assets of the Company and the
Guarantor for the payment of any claim thereunder or for the performance
thereof and shall not seek recourse against such directors, officers,
employees, agents or shareholders of the Company or the Guarantor or any of
them or any of their personal assets for such satisfaction. The performance of
the obligations of the Company and the Guarantor under the Indenture and this
Security and all documents delivered in the name of the Company or the
Guarantor, as the case may be, in connection therewith shall not be deemed a
waiver of any rights or powers of the Company or the Guarantor or their
respective directors or shareholders under the Company’s or the Guarantor’s
respective Articles of Incorporation.


 


All terms used in this
Security that are defined in the Indenture shall have the meanings assigned to
them in the Indenture.


 


THE INDENTURE AND THE
SECURITIES, INCLUDING THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused “CUSIP” numbers to be printed on the Securities as a
convenience to the Holders of the Securities. No representation is made as to
the correctness or accuracy of such CUSIP numbers as printed on the Securities,
and reliance may be placed only on the other identification numbers printed
hereon.


 


9

















 


ASSIGNMENT
FORM


 


FOR VALUE RECEIVED, the
undersigned hereby
  sells, assigns and transfers unto


 




	
  PLEASE INSERT SOCIAL
  SECURITY OR OTHER 

  IDENTIFYING NUMBER OF ASSIGNEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 




 





(Please
Print or Typewrite Name and Address, including Zip Code, of Assignee)


 




 





the
within Security of Novartis Capital Corporation and                                                                       
hereby does irrevocably constitute and appoint


 




 





attorney
to transfer said Security on the books kept for the registration thereof with
full power of substitution in the premises


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
  Signature

  	
   

  
			



 


NOTICE: The signature to
this assignment must correspond with the name as it appears on the first page of
the within Security in every particular, without alteration or enlargement or
any change whatever.


 


	
  Signature Guaranteed:

  	
   

  



 


NOTICE: Signature(s) must
be guaranteed by an “eligible guarantor
institution” that is a member or participant in a “signature guarantee program” (e.g., the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program and the New York Stock Exchange Medallion Program).


 


10