Exhibit
4.1


 


CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS

BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR


CONFIDENTIAL.
REDACTED INFORMATION IS INDICATED BY [*****].


 


Execution
Copy  


 


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Repurchase Agreement


 


dated
as of November 3, 2021


 


by and among


 


	Novartis
    Holding AG	(the
    Seller)
	c/o Novartis International AG

                                                                     Lichtstrasse
35

	4056
    Basel







 


and


 


	Roche
    Holding AG	(the
    Buyer)
	Grenzacherstrasse
    124
	4058
    Basel




 


(each
the Seller and the Buyer a Party and together the Parties)


 


and


 


	Novartis
    AG	(the
    Guarantor)
	Lichtstrasse
    35
	4056
    Basel




 


regarding
the sale and repurchase of 53,309,000 bearer shares of the Buyer (the Transaction Shares)


 






     


     


    

 


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Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG


 


Table
of Contents


 


	Whereas	4
	1.	Definitions	5
	2.	Sale
    and Repurchase of Transaction Shares	5
	3.	Purchase
    Price	5
	4.	Actions
    Prior to Closing	5
	4.1	General	5
	4.2	Announcement	6
	4.3	Extraordinary
    General Meeting of Shareholders of the Buyer	6
	5.	Closing	6
	5.1	Date
    and Place	6
	5.2	Conditions
    Precedent to Closing	6






	 	5.2.1	Conditions
    Precedent to the Obligations of the Seller and the Buyer	6
	 	5.2.2	Conditions
    Precedent to the Obligations of the Buyer	7
	 	5.2.3	Conditions
    Precedent to the Obligations of the Seller	7
	 	5.2.4	Waiver
    of Conditions	7






	5.3	Termination
    Rights	8
	5.4	Closing
    Actions	8






	 	5.4.1	Actions
    by the Seller	8
	 	5.4.2	Actions
    by Buyer	9
	 	5.4.3	Concurrent
    Closing Actions	9






	6.	Representations	9
	6.1	Representations
    of the Seller	9
	6.2	Representations
    of the Buyer	10
	6.3	Exclusive
    Representations	10
	7.	Remedies
    for Misrepresentations	11
	8.	Further
    Covenants	12
	8.1	Public
    Announcements	12
	8.2	Confidentiality	12
	8.3	Duty
    to Cooperate	12
	8.4	No
    Recourse Against Representatives	12
	8.5	Capital
    Reduction	13
	9.	Unwinding	13










 






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Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG


 


	10.	General
    Provisions	13
	10.1	Taxes 	13
	10.2	Costs
    and Expenses	14
	10.3	Effect
    on Third Parties	14
	10.4	Notices	14
	10.5	Entire
    Agreement	15
	10.6	Amendments
    and Waivers	15
	10.7	No
    Assignment	15
	10.8	Counterparts;
    Delivery by Electronic Transmission	15
	10.9	Guarantee 	16
	11.	Governing
    Law and Dispute Resolution	16
	11.1	Governing
    Law	16
	11.2	Dispute
    Resolution	16
	Annex
    1 – Definition	18
	Annex
    4.2 – Press Releases	20
	Annex
    4.3(a) – EGM Matters	21




 






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Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG 


 


Whereas


 


	A.	The
                                            Seller is a corporation organized and existing under the laws of Switzerland, registered
                                            under identification number CHE-103.959.690 with its registered office at c/o Novartis
                                            International AG, Lichtstrasse 35, 4056 Basel, Switzerland. The Seller is an indirect wholly
                                            owned subsidiary of Novartis AG, a corporation organized and existing under the laws of Switzerland
                                            under identification number CHE-103.867.266 with its registered office at Lichtstrasse
                                            35, 4056 Basel, Switzerland.



 


	B.	The
                                            Buyer is a corporation organized and existing under the laws of Switzerland, registered
                                            under identification number CHE-101.602.521 with its registered office at Grenzacherstrasse
                                            124, 4058 Basel, Switzerland, and with a nominal share capital of CHF 160,000,000, divided
                                            into 160,000,000 bearer shares with a nominal value of CHF 1.00 each (each a Share).
                                            In addition, the Buyer has issued 702,562,700 non-voting equity securities without nominal
                                            value (GS).



 


	C.	As
                                            of the date hereof, the Seller owns directly 53,332,863 Shares.



 


	D.	The
                                            Seller has approached the Buyer to explore discussions regarding a sale of all the Seller's
                                            Shares and a repurchase of such Shares by the Buyer for purposes of a subsequent cancellation
                                            by way of a capital reduction (Vernichtung im Wege der Kapitalherabsetzung) subject
                                            to the approval by the Buyer's general meeting of shareholders (hereinafter referred to
                                            as Cancellation or Cancellation Purposes). Following the approach of the Seller,
                                            the Parties have engaged in discussions regarding the repurchase of the Transaction Shares
                                            by the Buyer from the Seller (the Transaction).



 


	E.	Concurrently
                                            with the discussions of the Parties regarding the Transaction, the families forming a pool
                                            of shareholders (the Pool) that controls 45.01% of the Shares have requested the
                                            Swiss Takeover Board (TOB) to (i) issue an order confirming that the Pool does not
                                            have a duty under applicable Swiss takeover laws to submit a mandatory takeover offer for
                                            all Shares and GS (the Mandatory Offer Duty) or (ii) grant an exemption from the Mandatory
                                            Offer Duty, in each case prior to the announcement of the Transaction.



 


	F.	The
                                            TOB has granted an exemption to the Pool from the Mandatory Offer Duty.



 


	G.	The
                                            Seller intends to sell the Transaction Shares to the Buyer, and the Buyer intends to repurchase,
                                            for Cancellation Purposes, the Transaction Shares from the Seller, on the terms and subject
                                            to the conditions set forth in this Agreement.



 






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Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG  


 


Now,
therefore, the Parties and the Guarantor agree as follows:


 


	1.	Definitions



 


Capitalized
terms used in this Agreement have the meanings assigned to such terms in the body of this Agreement and referenced on, or as set forth
in, Annex 1 to this Agreement.


 


	2.	Sale
                                            and Repurchase of Transaction Shares



 


	(a)	On
                                            the terms and subject to the conditions of this Agreement, the Seller hereby sells, and agrees
                                            to transfer at Closing, to the Buyer, and the Buyer hereby repurchases, and agrees to accept
                                            at Closing, from the Seller, full legal and beneficial ownership of all (and not only part
                                            of the) Transaction Shares, free and clear of any Liens.



 


	(b)	The
                                            Parties agree that the repurchase by the Buyer of the Transaction Shares from the Seller
                                            occurs for Cancellation Purposes.



 


	3.	Purchase
                                            Price



 


	(a)	The
                                            purchase price per Transaction Share is CHF 356.9341 and the aggregate purchase price determined
                                            by the Parties on that basis is comprised of a payment of CHF 9,813,799,936.90 (Swiss francs
                                            nine billion eight hundred thirteen million seven hundred ninety-nine thousand nine hundred
                                            thirty-six and ninety cents) (the CHF Amount) and a payment of USD 10,000,000,000
                                            (US Dollars ten billion) (the USD Amount; the CHF Amount and the USD Amount together
                                            the Purchase Price).



 


	(b)	The
                                            Purchase Price shall not be subject to any adjustments, be it before or after the Closing.



 


	(c)	On
                                            the terms and subject to the conditions set forth in this Agreement, the Purchase Price shall
                                            be payable by the Buyer at Closing concurrently with and in exchange for ("Zug um
                                            Zug" with the function "delivery versus payment") the delivery
                                            and transfer by the Seller of the Transaction Shares as follows:



 


		(i)	the
                                            CHF Amount to the CHF bank account designated in writing by the Seller, such designation
                                            to be made no later than five (5) Business Days prior to the Closing Date (the CHF Bank
                                            Account); and



 


		(ii)	the
                                            USD Amount to the USD bank account designated in writing by the Seller, such designation
                                            to be made no later than five (5) Business Days prior to the Closing Date (the USD Bank
                                            Account).



 


	4.	Actions
                                            Prior to Closing



 


	4.1	General



 


	(a)	The
                                            Parties undertake to use their commercially reasonable best efforts to cooperate in view
                                            of the Closing and inform each other in a timely manner of any material action taken or developments
                                            occurring in relation to, or which may affect the timing of, the Closing. In particular,
                                            the Buyer shall use its commercially reasonable best efforts that the condition precedent
                                            set forth in Section 5.2.2(c) is satisfied on the Closing Date.



 


	(b)	The
                                            Parties shall inform each other promptly upon becoming aware of any fact or matter that constitutes
                                            or could reasonably be expected to constitute a non-satisfaction of any of the conditions
                                            set forth in Section 5.2.1, Section 5.2.2 or Section 5.2.3.



 






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Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG 


 


	4.2	Announcement



 


The
Parties agree that each Party shall publish its respective press release substantially as set forth in Annex 4.2 (the Press
Releases) on November 4, 2021, before 07.30 a.m. CET.


 


	4.3	Extraordinary
                                            General Meeting of Shareholders of the Buyer



 


	(a)	The
                                            Parties acknowledge and agree that it shall be a requirement for the Closing that an extraordinary
                                            general meeting of shareholders of the Buyer (the EGM) approve the agenda items and
                                            proposals of the Buyer's board of directors (the Board) set forth in Annex 4.3(a)
                                            (the EGM Matters).



 


	(b)	Within
                                            five (5) Business Days after the date hereof, the Buyer shall call the EGM. The EGM is expected
                                            to be held on November 26, 2021, but shall be held no later than on November 30, 2021 (the
                                            date on which the EGM will be held the EGM Date).



 


	5.	Closing



 


	5.1	Date
                                            and Place



 


The
Closing shall take place at the offices of the Buyer, Grenzacherstrasse 124, 4058 Basel, Switzerland, on the sixth (6th) Qualified Business
Day following the day on which all conditions precedent to Closing set forth in Section 5.2, but for the Financing Condition (as defined
below), are satisfied or waived in accordance with the terms hereof, which is currently expected to be no later than December 8, 2021,
or on such other Qualified Business Day as the Parties may agree upon in writing; provided that at the time of the Closing all
conditions precedent to Closing set forth in Section 5.2 (including the Financing Condition) are, or continue to be, satisfied, to the
extent not waived before in accordance with the terms hereof.


 


	5.2	Conditions
                                            Precedent to Closing



 


	5.2.1	Conditions
                                            Precedent to the Obligations of the Seller and the Buyer



 


The
respective obligations of the Parties to effect the transactions contemplated under this Agreement shall be subject to the satisfaction
or waiver (where so permitted), at the time of the Closing, of the following conditions precedent:


 


	(a)	No
                                            decision, judgment, order, injunction or decree of any Governmental Authority shall exist
                                            that has the effect of making illegal or otherwise preventing or prohibiting or that enjoins
                                            the Closing (collectively referred to as Injunction Proceedings).



 


	(b)	The
                                            EGM shall have approved (the EGM Approvals) the EGM Matters (the EGM Condition).



 






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                                            Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG  


 


	5.2.2	Conditions
                                            Precedent to the Obligations of the Buyer



 


The
obligations of the Buyer to effect the transactions contemplated under this Agreement shall be subject to the satisfaction or waiver
by the Buyer, at the time of the Closing, of the following conditions precedent:


 


	(a)	The
                                            representations of the Seller and the Guarantor in Section 6.1 shall be true and correct
                                            in all respects as of the date of this Agreement and the Closing Date, except to the extent
                                            that such representations are made on and as of a specified date, in which case the same
                                            shall be so true and correct as of such specified date.



 


	(b)	The
                                            Seller shall have performed or complied in all material respects with all its obligations
                                            and covenants required by this Agreement to be performed or complied with by the Closing;



 


	(c)	The
                                            Buyer shall have obtained the funds necessary to effect the transactions contemplated under
                                            this Agreement from the lenders under that certain bridge facility agreement (the Bridge
                                            Facility Agreement) dated as of November 3, 2021, by and among the Buyer and the relevant
                                            lenders thereunder (the Financing Condition); provided that the Buyer shall
                                            not be entitled to invoke the non-satisfaction of the Financing Condition if the Buyer has
                                            not obtained the funds necessary to effect the transactions contemplated under this Agreement
                                            from the lenders under the Bridge Facility Agreement for a reason attributable to the Buyer.



 


	5.2.3	Conditions
                                            Precedent to the Obligations of the Seller



 


The
obligations of the Seller to effect the transactions contemplated under this Agreement shall be subject to the satisfaction or waiver
by the Seller, at the time of the Closing, of the following conditions precedent:


 


	(a)	The
                                            representations of the Buyer in Section 6.2 shall be true and correct in all respects as
                                            of the date of this Agreement and the Closing Date, except to the extent that such representations
                                            are made on and as of a specified date, in which case the same shall be so true and correct
                                            as of such specified date.



 


	(b)	The
                                            Buyer shall have performed or complied in all material respects with all its obligations
                                            and covenants required by this Agreement to be performed or complied with by the Closing.



 


	5.2.4	Waiver
                                            of Conditions



 


At
any time prior to the Closing:


 


	(a)	the
                                            Parties may jointly waive in writing in whole or in part the conditions set forth in Section
                                            5.2.1;



 


	(b)	the
                                            Buyer may waive in writing in whole or in part the conditions set forth in Section 5.2.2;
                                            and



 


	(c)	the
                                            Seller may waive in writing in whole or in part the conditions set forth in Section 5.2.3.



 






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Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG  


 


	5.3	Termination
                                            Rights



 


This
Agreement may be terminated as follows:


 


	(a)	By
                                            the mutual written agreement of the Parties.



 


	(b)	By
                                            the Buyer by giving written notice to the Seller, if (i) the EGM Condition is not satisfied
                                            on the EGM Date, or (ii) any of the conditions precedent set forth in Section 5.2.1 or Section
                                            5.2.2 is not satisfied on, or has become incapable of being satisfied on or before January
                                            31, 2022 (the Long Stop Date), provided that any such non-satisfaction was
                                            not caused by a material breach by the Buyer of any of its obligations under this Agreement.



 


	(c)	By
                                            the Seller by giving written notice to the Buyer, if (i) the EGM Condition is not satisfied
                                            on the EGM Date, or (ii) any of the conditions set forth in Section 5.2.1 or Section 5.2.3
                                            is not satisfied on, or has become incapable of being satisfied on or before, the Long Stop
                                            Date, provided that any such non-satisfaction was not caused by a material breach
                                            by the Seller of any of its obligations under the Agreement.



 


	(d)	If
                                            this Agreement is terminated pursuant to Section 5.3(a), Section 5.3(b) or Section 5.3(c),
                                            all provisions of this Agreement shall cease to be effective except for this Section 5.3(d)
                                            and Section 8.1 (Public Announcements), 8.2 (Confidentiality), Section 8.4
                                            (No Recourse Against Representatives), Section 9 (Unwinding), Section 10 (General
                                            Provisions) and Section 11 (Governing Law and Dispute Resolution). Nothing in
                                            this Agreement shall be deemed to release any Party from any liability for any breach by
                                            such Party of the terms and provisions of this Agreement.



 


	5.4	Closing
                                            Actions



 


	5.4.1	Actions
                                            by the Seller



 


At
the Closing, the Seller shall:


 


	(a)	deliver
                                            and transfer the Transaction Shares, free and clear of any Liens, by book-entry transfer
                                            to the securities account designated in writing by the Buyer no later than five (5) Business
                                            Days prior to the Closing Date, concurrently with and in exchange for ("Zug um Zug"
                                            with the function "delivery versus payment") the payment by the Buyer
                                            of the Purchase Price in accordance with Section 5.4.2, and do all such other acts and things
                                            as may be required to deliver and transfer the Transaction Shares to the Buyer in accordance
                                            with the terms hereof; and



 


	(b)	deliver
                                            a confirmation in writing that the conditions set forth in Section 5.2.1 (to the extent the
                                            Seller is concerned) and Sections 5.2.2(a) and 5.2.2(b) have been satisfied.



 






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                                            Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG  


 


	5.4.2	Actions
                                            by Buyer



 


At
the Closing, the Buyer shall:


 


	(a)	pay
                                            the CHF Amount to the CHF Bank Account and the USD Amount to the USD Bank Account, in each
                                            case by wire transfer in immediately available funds, concurrently with and in exchange for
                                            ("Zug um Zug" with the function "delivery versus payment")
                                            the delivery and transfer by the Seller of the Transaction Shares in accordance with Section
                                            5.4.1, and do all such other acts and things as may be required to pay the Purchase Price
                                            to the Seller in accordance with the terms hereof; and



 


	(b)	deliver
                                            a confirmation in writing that the conditions set forth in Section 5.2.1 (to the extent the
                                            Buyer is concerned), Section 5.2.3 and Section 5.2.2(c) have been satisfied.



 


	5.4.3	Concurrent
                                            Closing Actions



 


All
actions to be taken by the Parties at Closing shall be deemed to have been taken simultaneously and to have validly occurred only if
and when all such actions have been taken and completed. In the event that Closing cannot be completed, the Parties undertake to unwind
all Closing actions initiated or taken.


 


	6.	Representations



 


	6.1	Representations
                                            of the Seller



 


The
Seller and the Guarantor (except for Section 6.1(d), in each case each for itself only and without incurring any liability for the respective
other party), hereby make the following representations to the Buyer as of the date of this Agreement and the Closing Date, except to
the extent that such representations are made on and as of a specified date, in which case the Seller and the Guarantor (to the extent
eplicitly mentioned below) make such representations to the Buyer on and as of such specified date:


 


	(a)	It
                                            is duly incorporated and organized and validly existing under the laws of Switzerland and
                                            has the full corporate capacity, power and authority to enter into this Agreement and any
                                            transactions contemplated hereunder and to perform its obligations hereunder.



 


	(b)	This
                                            Agreement has been duly authorized by its competent corporate bodies and constitutes its
                                            legal, valid and binding obligation, enforceable against it in accordance with its terms,
                                            except to the extent that the enforceability may be limited by applicable bankruptcy, reorganization,
                                            insolvency, moratorium or other laws affecting the enforcement of creditors’ rights
                                            generally.



 


	(c)	As
                                            of the date hereof, there are no Actions pending or threatened against it or any of its Affiliates
                                            challenging the validity of this Agreement or any transaction contemplated in this Agreement,
                                            or which would operate to hinder or substantially impair the consummation of the transactions
                                            contemplated by this Agreement.



 


	(d)	The
                                            Seller is the sole legal and beneficial owner of the Transaction Shares, free and clear of
                                            any Liens. As of the date hereof, the information set forth in Recital A is correct. The
                                            information set forth in Recital C is correct. Except for the 53,332,863 Shares set forth
                                            in Recital C, the Seller and its Affiliates (not including, for the avoidance of doubt, any
                                            institutions
                                            for occupational benefit plans of the Seller and its Affiliates) do not own any Shares or
                                            GS or any options, warrants, calls or other rights for or with respect to any Shares or GS,
                                            and they have no other interest in any Shares or GS. But for this Agreement, the Transaction
                                            Shares are not subject to any agreement or arrangement of any kind, including relating to
                                            their sale, other divestment (in whole or in part), purchase, voting or otherwise.



 






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	6.2	Representations
                                            of the Buyer



 


The
Buyer hereby makes the following representations to the Seller as of the date of this Agreement and the Closing Date, except to the extent
that such representations are made on and as of a specified date, in which case the Buyer makes such representations to the Seller on
and as of such specified date:


 


	(a)	The
                                            Buyer is duly incorporated and organized and validly existing under the laws of Switzerland
                                            and, subject to the EGM Approvals, has the full corporate capacity, power and authority to
                                            enter into this Agreement and any transactions contemplated hereunder and to perform its
                                            obligations hereunder.



 


	(b)	This
                                            Agreement has, subject to the EGM Approvals, been duly authorized by the competent corporate
                                            bodies of the Buyer and constitutes the legal, valid and binding obligation of the Buyer,
                                            enforceable against the Buyer in accordance with its terms, except to the extent that the
                                            enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium
                                            or other laws affecting the enforcement of creditors’ rights generally.



 


	(c)	Based
                                            on the audited interim statutory financial statements of the Buyer dated as of and for the
                                            period ended October 31, 2021, the Buyer has freely available equity in an amount at least
                                            equal to the Purchase Price.



 


	(d)	As
                                            of the date hereof, there are no Actions pending or threatened against the Buyer or any of
                                            its Affiliates challenging the validity of this Agreement or any transaction contemplated
                                            in this Agreement, or which would operate to hinder or substantially impair the consummation
                                            of the transactions contemplated by this Agreement.



 


	(e)	As
                                            of the date hereof, the information set forth in Recital B is correct.



 


	6.3	Exclusive
                                            Representations



 


Each
Party acknowledges and agrees with the other Party that, other than as expressly provided in this Agreement, the other Party has not
made, and does not make, any representation or warranty, and it has not relied and does not rely on, any representation or warranty,
express or implied, relating to the subject matter of this Agreement. In particular, the Seller does not make any representation or
give any warranty with respect to the economic value of the Transaction Shares.


 






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                                            Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG  


 


	7.	Remedies
                                            for Misrepresentations



 


	(a)	From
                                            and after the Closing, the relevant Party or, as the case may be, the Guarantor (such Party
                                            or the Guarantor the Obligor) shall be liable to the other Party (such Party the Obligee)
                                            for any Losses suffered or incurred by the Obligee arising as a result of the breach of any
                                            of the representations made by the respective Obligor pursuant to Section 6.1 and Section
                                            6.2, respectively, irrespective of any fault on the part of the Obligor.



 


	(b)	The
                                            remedies under this Section 7 for the breach of any representations made pursuant to Section
                                            6.1 and Section 6.2, respectively, shall be in lieu of, and not in addition to, the remedies
                                            provided for under statutory law or case law. All remedies provided for under statutory law
                                            or case law, including the right to rescind this Agreement following the Closing, shall
                                            not apply to, and are hereby expressly excluded and waived by each Party with respect to,
                                            any such breach.



 


	(c)	At
                                            the earlier of (i) [*****] after the Obligee has obtained reasonable knowledge of a matter
                                            or circumstance that could give rise to a claim for liability under this Section 7 or (ii)
                                            reasonably promptly upon receipt by the Obligee of a notice from a third party of any pending
                                            or threatened Action against the Obligee or a submission to, or a decision or order by, any
                                            Governmental Authority that has given or could reasonably be expected to give rise to a claim
                                            for liability under this Section 7, the Obligee shall give notice thereof to the Obligor
                                            indicating the nature of such matter or circumstance, to the extent then known, and the basis
                                            for its claim for liability under this Section 7 (such notice the Notice of Breach).



 


	(d)	Failure
                                            to give Notice of Breach in accordance with Section 7(c) shall not exclude the Obligor's
                                            liability under this Section 7, except that the Obligor shall not have any liability for
                                            any increase in Loss as a result of a delay in giving the Notice of Breach in accordance
                                            with the requirements pursuant to Section 7(c).



 


	(e)	With
                                            respect to any misrepresentation pursuant to this Agreement with respect to which the Obligee
                                            has given Notice of Breach to the Obligor, the Obligor shall have the right, within [*****]
                                            Business Days after the receipt of the Notice of Breach, to put the Obligee in the same
                                            position in which it would have been if no such misrepresentation pursuant to this Agreement
                                            had occurred.



 


	(f)	Where
                                            relevant, the provisions of this Section 7 shall be in lieu of, and not in addition to, the
                                            Obligee's duties under article 192 et seq. CO or the Obligee's duty to immediately
                                            inspect and notify the Obligor in accordance with article 201 CO (to the extent article 201
                                            CO is relevant, given that no representations and warranties are given with respect to the
                                            economic value of the Transaction Shares).



 


	(g)	Any
                                            claim for Losses subject to the remedy under this Section 7 must be notified on or before
                                            the [*****] anniversary of the Closing Date.



 


	(h)	After
                                            the [*****] period specified in Section 7(g), any claim for Losses subject to the remedy
                                            under this Section 7 shall be considered time-barred (verjährt), if it has not
                                            been notified on or before such date.



 


	(i)	The
                                            time limitations specified in Section 7(h) shall be in lieu of and replace the relevant statute
                                            of limitations pursuant to article 210 CO, if and to the extent such statute of limitations
                                            pursuant to article 210 CO would otherwise apply to such claim, and the Parties explicitly
                                            agree that any statute of limitations pursuant to article 210 CO shall be deemed waived and
                                            not apply to this Agreement.



 






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                                            Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG  


 


	8.	Further
                                            Covenants



 


	8.1	Public
                                            Announcements



 


Subject
to the Press Releases and the EGM invitation and any other communication of the Buyer relating to the EGM and the EGM Matters, and subject
to mandatory laws and stock exchange regulations, press releases with respect to this Agreement and the transactions contemplated hereunder
by either Party, the Guarantor or any of their Affiliates shall only be made with the prior written consent of the other Party (which
is the Buyer in case of the Guarantor).


 


	8.2	Confidentiality



 


Subject
to the Press Releases, the EGM invitation and any other communication of the Buyer relating to the EGM and the EGM Matters and Section
8.1, each Party and the Guarantor undertakes to keep, and shall procure that its Affiliates, employees, representatives, and advisors
keep, in strict confidence the existence and content of this Agreement, the transactions contemplated by this Agreement and all information
and documents received from the other Party; except to the extent (i) disclosure is required by applicable mandatory law or stock exchange
regulations (such as a disclosure by the Guarantor of this Agreement with the SEC, with respect to which the Buyer shall be offered a
possibility to provide its comments, which shall not be unreasonably rejected by the Guarantor), (ii) necessary in a proceeding brought
by a Party or the Guarantor or in which a Party is involved in pursuit of its rights hereunder or in defending against claims brought
by the other Party or the Guarantor or (iii) such information becomes known to the public without any fault of, or breach of any confidentiality
undertaking by, the disclosing Party or the Guarantor. This confidentiality obligation shall continue to be in effect after termination
of this Agreement.


 


	8.3	Duty
                                            to Cooperate



 


The
Parties shall, and shall procure that their respective Affiliates will, cooperate in good faith with respect to reasonable requests made
by the other Party regarding this Agreement, any proceeding, tax filing or audit or the preparation of financial statements. Such assistance
shall be at the expense of the requesting Party.


 


	8.4	No
                                            Recourse Against Representatives



 


No
Party shall make or bring, and each Party shall procure that its Affiliates will not make or bring, any claim against any director, officer,
employee or other representative of the other Party or of any of the other Party's Affiliates.


 






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                                            Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG  


 


	8.5	Capital
                                            Reduction



 


Reasonably
promptly after the adoption of the EGM Approvals, the Buyer shall use its commercially reasonable best efforts to effect in due course
all statutory steps required under applicable law to implement the Cancellation of the Transaction Shares, including the following:


 


	(a)	make
                                            the creditors' calls (Schuldenrufe) in accordance with the requirements pursuant to
                                            article 732 CO;



 


	(b)	after
                                            the expiry of the time limitation set for the creditors to request satisfaction of, or the
                                            grant of security for, their claims pursuant to article 733 CO and, as the case may be, after
                                            any such creditors have, to the extent reasonably possible or practicable, been satisfied
                                            or secured, arrange for the establishment of a public deed that the statutory provisions
                                            regarding capital reductions have been fulfilled; and



 


	(c)	promptly
                                            thereafter, submit an application to register the Cancellation of the Transaction Shares
                                            in the competent Commercial Register.



 


	9.	Unwinding



 


If
at any date after the Closing a Governmental Authority has issued a legally binding (rechtskräftig) decision (i) according
to which this Agreement or any of the transactions contemplated hereby is invalid, null and void or not enforceable or (ii) that has
set aside any of the EGM Approvals based on a challenge or other Action brought by a shareholder or any other Person, including on the
basis of article 706 et seq. CO or article 706b CO (each such decision an Unwinding Decision), then the Seller shall
be required to make a payment (the Unwinding Payment) to the Buyer within [*****] Business Days after the date on which
an Unwinding Decision has become legally binding (rechtskräftig) which is comprised of (i) an amount equal to the [*****]
compounded [*****] for the period commencing
on the Closing Date and ending on the Business Day immediately preceding the date on which the Unwinding Payment is actually made,
and (ii) an amount equal to the [*****] for the period commencing on the Closing Date and ending on the Business Day immediately preceding the date on which the Unwinding Payment
is actually made; provided that the Seller shall only be obliged to make the Unwinding Payment to the Buyer against re-transfer
by the Buyer to the Seller of the Transaction Shares or re-issue by the Buyer to the Seller of a number of Shares equal to the number
of Transaction Shares.


 


	10.	General
                                            Provisions



 


	10.1	Taxes



 


Each
Party shall bear all Taxes incurred by or levied on it in connection with the transactions contemplated by this Agreement; provided
that in case of an unwinding pursuant to Section 9, any stamp duties, if any, shall be borne by the Parties in [*****]


 






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Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG


 


	10.2	Costs and Expenses



 


Each
Party shall bear its own costs and expenses (including advisory and legal fees) incurred in the negotiation, preparation and
completion of this Agreement; provided, however, that any costs and expenses incurred in connection with any Injunction
Proceedings and any proceedings leading to an Unwinding Decision shall be [*****] the Parties; provided that the Seller is
offered a possibility to comment on all filings of the Buyer and further provided that the Buyer does not unreasonably reject
comments of the Seller. [*****] resulting from a settlement of any Injunction Proceedings or proceedings leading to an Unwinding
Decision shall require the consent of both Parties (such consent not to be unreasonably withheld, conditioned or
delayed).


 


	10.3	Effect on Third Parties



 


Except
as otherwise expressly provided in this Agreement, no Person other than the Parties hereto shall have any rights or benefits under this
Agreement, and nothing in this Agreement is intended to confer on any Person other than the Parties any rights, benefits or remedies.


 


	10.4	Notices



 


	(a)	All
                              notices, requests or other communications to be given under or in connection with this Agreement shall
                              be made in writing and delivered by registered, certified or express mail (return receipt requested), an
                              internationally recognized courier or email as follows:



 


	 	if to Seller or the Guarantor:	Novartis Holding AG
	 	 	Lichtstrasse 35
	 	 	4056 Basel
	 	 	Attn: [*****]
	 	 	[*****]
	 	 	Email: [*****]
	 	 	[*****]




 


	 	with a copy to:	Bär & Karrer AG




	 	 	Attn.: [*****]




	 	 	Brandschenkestrasse 90




	 	 	CH-8002 Zürich




	 	 	Email: [*****]




 


	 	if to Buyer:	Roche Holding AG




	 	 	Group Legal Department




	 	 	Attn.: General Counsel / Head Group Legal




	 	 	M&A and Group Functions




	 	 	Grenzacherstrasse 124H-4070




	 	 	Basel, Switzerland




	 	 	Email: [*****]




 






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Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG


 


	 	with a copy to:	Homburger AG




	 	 	Attn.: [*****]




	 	 	Hardstrasse 201




	 	 	8005 Zurich, Switzerland




	 	 	Email: [*****]




	 	 	and [*****]




 


	 	or to such other address as any
  Party or the Guarantor may notify to the other Party (which is the Buyer in case of the Guarantor) in accordance with the above. Any
  notice to be given hereunder shall be given prior to the expiry of a term or deadline (if any) set forth in this Agreement or by applicable
  law.




 


	(b)	Any
                              notice to be given hereunder shall be effective only if it was (i) timely and duly given in accordance
                              with Section 10.4(a) and (ii) actually received by the Party or the Guarantor to whom it is addressed,
                              irrespective of whether such notice was received prior to or after the expiry of the respective term or
                              deadline (if any).



 


	10.5	Entire Agreement



 


This
Agreement, including the Annexes and any other documents referred to herein constitutes the entire agreement and understanding between
the Parties with respect to the subject matter hereof, and shall supersede all prior oral and written agreements and understandings of
the Parties relating hereto.


 


	10.6	Amendments and Waivers



 


This
Agreement may only be modified or amended by a document signed by the Parties. Any provision contained in this Agreement may only be
waived by a document signed by the Party waiving such provision.


 


	10.7	No Assignment



 


Except
as otherwise expressly provided in this Agreement, a Party or the Guarantor shall not transfer or assign this Agreement or any rights
or obligations hereunder, including, but not limited to, by way of a demerger (Spaltung) or bulk transfer (Vermögensübertragung)
or similar transaction, to any third party without the prior written consent of the other Party (which is the Buyer in case of the
Guarantor).


 


	10.8	Counterparts; Delivery
                               by Electronic Transmission



 


This
Agreement may be executed and delivered by each Party and the Guarantor in separate counterparts, each of which when so executed and
delivered shall be deemed an original and all of which taken together shall constitute one and the same Agreement. This Agreement and
any other transaction document relating to this Agreement, and any amendments hereto or thereto, to the extent signed and delivered by
means of a facsimile machine or other electronic transmission (e.g., email delivery in .pdf format or similar format), shall be treated
in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the
original signed version thereof delivered in person.


 






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Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG


 


	10.9	Guarantee



 


The
Guarantor shall procure the due and punctual performance by the Seller of all of Seller's obligations under Section 2 (Sale and Repurchase
of Transaction Shares), Section 5.4.1 (Actions by the Seller) and Section 9 (Unwinding) and shall be liable to the
Buyer, in the sense of an independent guarantee pursuant to article 111 CO, for any liability of the Seller under Section 2 (Sale
and Repurchase of Transaction Shares), Section 5.4.1 (Actions by the Seller) and Section 9 (Unwinding), it being understood
that the Guarantor shall have the same right of objections and defenses as the Seller would otherwise have pursuant to the terms of this
Agreement if the Buyer had raised a claim against the Seller under Section 2 (Sale and Repurchase of Transaction Shares), Section
5.4.1 (Actions by the Seller) or Section 9 (Unwinding).


 


	11.	Governing Law and Dispute
                              Resolution



 


	11.1	Governing Law



 


This
Agreement shall be exclusively governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict
of laws principles and excluding the UN Convention on Contracts for the International Sale of Goods.


 


	11.2	Dispute Resolution



 


The
exclusive place of jurisdiction for any dispute, claim or controversy arising under, out of or in connection with or related to this
Agreement (or subsequent amendments thereof), including, without limitation, disputes, claims or controversies regarding its existence,
validity, interpretation, performance, breach or termination, shall be the city of Basel (Stadt Basel), Switzerland.


 


[Signatures
on next page]


 






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Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG

 


Executed
as of the date written on
the cover page to this Agreement.


 


	Novartis Holding AG	 




 


	[*****]	 	[*****]




	[*****]	[*****]




	[*****]	[*****]




 


	Roche Holding AG	 




 


	 	 	 




	[*****]	[*****]




	[*****]	[*****]




 


	Novartis AG	 




 


	[*****]	 	[*****]




	[*****]	[*****]




	[*****]	[*****]




 


Signature
page to the
Share Repurchase
Agreement


 






     


     


    

 


Share Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG


 


Annex 1 –
Definition


 


	1.	Terms Defined
                                    in the Body of the Agreement



 


	Board	6
	Bridge Facility
  Agreement	7
	Buyer	1
	Cancellation	4
	Cancellation Purposes	4
	CHF Amount	5
	CHF Bank Account	5
	EGM	6
	EGM Approvals	6
	EGM Condition	6
	EGM Date	6
	EGM Matters	6
	Financing Condition	7
	GS	4
	Guarantor	1
	Injunction Proceedings	6
	Long Stop Date	8
	Mandatory Offer
  Duty	4
	Notice of Breach	11
	Obligee	11
	Obligor	11
	Parties	1
	Party	1
	Pool	4
	Press Releases	6
	Purchase Price	5
	Seller	1
	Share	4
	TOB	4
	Transaction	4
	Transaction Shares	1
	Unwinding Decision	13
	Unwinding Payment	13
	USD Amount	5
	USD Bank Account	5




 


	2.	Other Definitions



 


Action
means any order, decree, injunction, judgment, action, claim, complaint, suit, arbitration, subpoena investigation, inquiry, investigation
or other proceeding by or before any Governmental Authority.


 


Affiliate
shall mean any Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified; provided, however, that Chugai Pharmaceutical Co., Ltd, 1-1 Nihonbashi-Muromachi 2-chome, Chuo-ku,
Tokyo, 103-8324, and its subsidiaries shall not be considered affiliates of the Buyer for purposes of this Agreement.


 


Agreement
shall mean this share repurchase agreement, including its annexes, as amended from time to time in accordance with its terms.


 


Annex
shall mean an annex to this Agreement.


 


Business
Day shall mean any day on which banks are open for general business in Zurich, Switzerland.


 


CHF
means Swiss francs, being the lawful currency of Switzerland.


 


Closing
means the consummation of the transactions as described in Section 5.4.


 








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Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG


 


Closing
Date means the date on which the Closing actually occurs, as provided in Section 5.1.


 


CO
means the Swiss Code of Obligations (Bundesgesetz betreffend die Ergänzung des Schweizerischen Zivilgesetzbuches (Fünfter
Teil: Obligationenrecht)).


 


Control
is deemed to exist if a Person (either alone or with its Affiliates) owns more than half of the voting rights or equity capital of
a Person, or is otherwise able to exercise a controlling influence over another Person.


 


Governmental
Authority means any domestic or foreign, federal, territorial, national, state or local governmental authority, court, jury, arbitration
tribunal, government, commission or organization or any regulatory or administrative body or agency, or any department or branch of
any of the foregoing of a state in which a Party conducts material business.


 


Lien
means any lien, charge, encumbrance, or security interest, including but not limited to interests arising from options, pledges,
mortgages, indentures, security agreements, rights of first refusal or rights of pre-emption, irrespective of whether such Lien arises
under any agreement, covenant, other instrument, the mere operation of applicable statutory or other laws or by means of a judgment,
order or decree of any court, judicial or administrative authority, and shall also mean any approval or consent required from a third
party to the exercise or full vesting of a right or title.


 


Loss(es)
shall mean any and all damages (including Taxes which have to be paid), losses, liabilities (whether accrued, contingent or otherwise),
penalties, judgments, settlements, fines, interest, costs and expenses.


 


Qualified
Business Day shall mean any day on which banks are open for general business in New York, Paris, Frankfurt, Zurich and Luxembourg,
except any day on which the lenders under the Bridge Facility Agreement do not accept a utilization request under the terms thereof.


 


Person
means any natural person or a general or limited partnership, a corporation, a business trust, a limited liability company, a trust,
an unincorporated organization doing business, a government or any department or agency thereof, a joint venture or any other person
or entity doing business.


 


Taxes
shall mean all tax liabilities, including income taxes (personal or corporate), capital taxes, stamp duties (both on the issuance
and on the transfer of securities), withholding taxes, value added taxes, real estate gains taxes, real estate transfer taxes, property
and land taxes, business taxes, customs duties, social security contributions or payments of equivalent nature, unemployment, intangibles
and other taxes, pension or similar benefit contributions, and all other taxes, duties, levies or imposts payable to any competent taxing
authority in any jurisdiction, as well as any related interest, penalties, costs and expenses.


 


USD
means United States Dollars, being the lawful currency of the United States of America.


 








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