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TABLE OF CONTENTS
NOVARTIS GROUP INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on January 27, 2011

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549



FORM 20-F


o

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ý

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2010

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-15024

NOVARTIS AG
(Exact name of Registrant as specified in its charter)

NOVARTIS Inc.
(Translation of Registrant's name into English)

Switzerland
(Jurisdiction of incorporation or organization)

Lichtstrasse 35
4056 Basel, Switzerland

(Address of principal executive offices)

Thomas Werlen
Group General Counsel
Novartis AG
CH-4056 Basel
Switzerland
011-41-61-324-2745
thomas.werlen@novartis.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:

Title of class
 
Name of each exchange on which registered
American Depositary Shares
each representing 1 share,
nominal value CHF 0.50 per share,
and shares
  New York Stock Exchange, Inc.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

2,289,445,178 shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ý    No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o    No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer ý                        Accelerated filer o                        Non-accelerated filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 
   
   
o U.S. GAAP   ý International Financial Reporting Standards as issued by the International Accounting Standards Board   o Other

If "Other" has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o    Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o    No ý


Table of Contents


TABLE OF CONTENTS

  INTRODUCTION AND USE OF CERTAIN TERMS     1  

 

FORWARD LOOKING STATEMENTS

 

 

1

 

 

PART I

 

 

3

 

 

 

 

Item

 

1.

 

Identity of Directors, Senior Management and Advisers

 

 

3

 

 

 

 

Item

 

2.

 

Offer Statistics and Expected Timetable

 

 

3

 

 

 

 

Item

 

3.

 

Key Information

 

 

3

 
          3.A   Selected Financial Data     3  
          3.B   Capitalization and Indebtedness     6  
          3.C   Reasons for the offer and use of proceeds     6  
          3.D   Risk Factors     6  

 

 

 

Item

 

4.

 

Information on the Company

 

 

20

 
          4.A   History and Development of Novartis     20  
          4.B   Business Overview     23  
              Pharmaceuticals     25  
              Vaccines and Diagnostics     58  
              Sandoz     67  
              Consumer Health     74  
          4.C   Organizational Structure     79  
          4.D   Property, Plants and Equipment     79  

 

 

 

Item

 

4A.

 

Unresolved Staff Comments

 

 

86

 

 

 

 

Item

 

5.

 

Operating and Financial Review and Prospects

 

 

87

 
          5.A   Operating Results     87  
          5.B   Liquidity and Capital Resources     166  
          5.C   Research & Development, Patents and Licenses     172  
          5.D   Trend Information     172  
          5.E   Off-Balance Sheet Arrangements     172  
          5.F   Aggregate Contractual Obligations     172  

 

 

 

Item

 

6.

 

Directors, Senior Management and Employees

 

 

174

 
        6.A   Directors and Senior Management     174  
        6.B   Compensation     182  
        6.C   Board Practices     210  
          6.D   Employees     230  
          6.E   Share Ownership     232  

 

 

 

Item

 

7.

 

Major Shareholders and Related Party Transactions

 

 

233

 
          7.A   Major Shareholders     233  
          7.B   Related Party Transactions     234  
          7.C   Interests of Experts and Counsel     235  

 

 

 

Item

 

8.

 

Financial Information

 

 

235

 
          8.A   Consolidated Statements and Other Financial Information     235  
          8.B   Significant Changes     235  

 

 

 

Item

 

9.

 

The Offer and Listing

 

 

236

 
          9.A   Listing Details     236  
          9.B   Plan of Distribution     237  
          9.C   Market     237  
          9.D   Selling Shareholders     237  

Table of Contents

          9.E   Dilution     237  
          9.F   Expenses of the Issue     237  

 

 

 

Item

 

10.

 

Additional Information

 

 

237

 
          10.A   Share Capital     237  
          10.B   Memorandum and Articles of Association     237  
          10.C   Material Contracts     242  
          10.D   Exchange Controls     243  
          10.E   Taxation     243  
          10.F   Dividends and Paying Agents     247  
          10.G   Statement by Experts     247  
          10.H   Documents on Display     248  
          10.I   Subsidiary Information     248  

 

 

 

Item

 

11.

 

Quantitative and Qualitative Disclosures about Non-Product-Related Market Risk

 

 

249

 

 

 

 

Item

 

12.

 

Description of Securities other than Equity Securities

 

 

254

 
          12.A   Debt Securities     254  
          12.B   Warrants and Rights     254  
          12.C   Other Securities     254  
          12.D   American Depositary Shares     255  

 

PART II

 

 

257

 

 

 

 

Item

 

13.

 

Defaults, Dividend Arrearages and Delinquencies

 

 

257

 

 

 

 

Item

 

14.

 

Material Modifications to the Rights of Security Holders and Use of Proceeds

 

 

257

 

 

 

 

Item

 

15.

 

Controls and Procedures

 

 

258

 

 

 

 

Item

 

16A.

 

Audit Committee Financial Expert

 

 

258

 

 

 

 

Item

 

16B.

 

Code of Ethics

 

 

258

 

 

 

 

Item

 

16C.

 

Principal Accountant Fees and Services

 

 

259

 

 

 

 

Item

 

16D.

 

Exemptions from the Listing Standards for Audit Committees

 

 

260

 

 

 

 

Item

 

16E.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

 

261

 

 

 

 

Item

 

16F.

 

Change in Registrant's Certifying Accountant

 

 

261

 

 

 

 

Item

 

16G.

 

Corporate Governance

 

 

261

 

 

PART III

 

 

262

 

 

 

 

Item

 

17.

 

Financial Statements

 

 

262

 

 

 

 

Item

 

18.

 

Financial Statements

 

 

262

 

 

 

 

Item

 

19.

 

Exhibits

 

 

263

 

Table of Contents


INTRODUCTION

        Novartis AG and its consolidated affiliates (Novartis or the Group) publish consolidated financial statements expressed in US dollars. Our consolidated financial statements found in Item 18 of this annual report on Form 20-F (Form 20-F) are those for the year ended December 31, 2010 and are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).




USE OF CERTAIN TERMS

        In this Form 20-F, references to "Alcon" are to Alcon, Inc.; references to "US dollars," "$" or "USD" are to the lawful currency of the United States of America, and references to "CHF" are to Swiss francs; references to the "United States" or to "US" are to the United States of America, references to the European Union (EU) are to the European Union and its 27 member states and references to "Americas" are to North, Central (including the Caribbean) and South America, unless the context otherwise requires; references to "associates" are to employees of our affiliates; references to the "FDA" are to the US Food and Drug Administration, references to "EMA" are to the European Medicines Agency, an agency of the EU, and references to the CHMP are to the EMA's Committee for Medicinal Products for Human Use; references to "ADS" or "ADSs" are to Novartis American Depositary Shares, and references to "ADR" or "ADRs" are to Novartis American Depositary Receipts; references to the NYSE are to the New York Stock Exchange, and references to the SIX are to the SIX Swiss Exchange. All product names appearing in italics are trademarks owned by or licensed to Group companies. Product names identified by a "®" or a "™" are trademarks that are not owned by or licensed to Group companies. You will find the words "we," "our," "us" and similar words or phrases in this Form 20-F. We use those words to comply with the requirement of the US Securities and Exchange Commission to use "plain English" in public documents like this Form 20-F. For the sake of clarification, each Group company is legally separate from all other Group companies and manages its business independently through its respective board of directors or other top local management body. No Group company operates the business of another Group company nor is any Group company the agent of any other Group company. Each executive identified in this Form 20-F reports directly to other executives of the Group company which employs the executive, or to that Group company's board of directors.




FORWARD LOOKING STATEMENTS

        This Form 20-F contains certain "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which can be identified by terminology such as "planned," "expected," "will," "potential," "pipeline," "outlook," or similar expressions, or by express or implied discussions regarding potential new products, potential new indications for existing products, or regarding potential future revenues from any such products; or regarding potential growth opportunities from the acquisition of a 77% majority ownership in Alcon, Inc. or regarding the expected merger with Alcon, or the potential impact on Alcon or Novartis of the expected merger; or regarding potential future sales or earnings of the Novartis Group or any of its divisions as a result of the expected merger or otherwise, or of Alcon, or any potential synergies, strategic benefits or opportunities as a result of the expected merger; or by discussions of strategy, plans, expectations or intentions. You should not place undue reliance on these statements. Such forward-looking statements reflect the current views of the Group regarding future events, and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. There can be no guarantee that any new products will be approved for sale in any market, or that any new indications will be approved for existing products in any market, or that such products will achieve any

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particular revenue levels. Nor can there be any guarantee that the expected merger with Alcon will be completed in the expected form or within the expected time frame or at all. Nor can there be any guarantee that Novartis will be able to realize any of the potential synergies, strategic benefits or opportunities as a result of either Novartis' acquisition of a 77% majority ownership in Alcon, Inc., or as a result of the expected merger with Alcon. Nor can there be any guarantee that the Novartis Group, or any of its divisions, or Alcon will achieve any particular financial results, whether as a result of the merger or otherwise. In particular, management's expectations could be affected by, among other things, unexpected regulatory actions or delays or government regulation generally; unexpected clinical trial results, including additional analyses of existing clinical data or unexpected new clinical data; the Group's ability to obtain or maintain patent or other proprietary intellectual property protection; disruptions from the Alcon 77% implementation and the expected merger making it more difficult to maintain business and operational relationships, and relationships with key employees; unexpected product manufacturing issues; uncertainties regarding actual or potential legal proceedings, including, among others, litigation seeking to prevent the merger from taking place, product liability litigation, litigation regarding sales and marketing practices, government investigations and intellectual property disputes; competition in general; government, industry, and general public pricing and other political pressures; uncertainties regarding the after-effects of the recent global financial and economic crisis; uncertainties regarding future global exchange rates and uncertainties regarding future demand for our products; uncertainties involved in the development of new pharmaceutical products; and the impact that the foregoing factors could have on the values attributed to the Group's assets and liabilities as recorded in the Group's consolidated balance sheet. Some of these factors are discussed in more detail herein, including under "Item 3. Key Information—3.D. Risk factors," "Item 4. Information on the Company," and "Item 5. Operating and Financial Review and Prospects." Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Form 20-F as anticipated, believed, estimated or expected. We provide the information in this 20-F as of the date of its filing. We do not intend, and do not assume any obligation, to update any information or forward looking statements set out in this Form 20-F as a result of new information, future events or otherwise.

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PART I

Item 1.    Identity of Directors, Senior Management and Advisers

        Not applicable.

Item 2.    Offer Statistics and Expected Timetable

        Not applicable.

Item 3.    Key Information


3.A    Selected Financial Data

        The selected financial information set out below has been extracted from our consolidated financial statements prepared in accordance with IFRS as issued by the IASB. Our consolidated financial statements for the years ended December 31, 2010, 2009 and 2008 are included in "Item 18. Financial Statements" in this Form 20-F.

        The results of our Medical Nutrition and Gerber Business Units are shown as discontinued operations for all periods presented, following their divestment in 2007.

        All financial data should be read in conjunction with "Item 5. Operating and Financial Review and Prospects". All financial data presented in this Form 20-F are qualified in their entirety by reference to the consolidated financial statements and their notes.

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  Year Ended December 31,  
 
  2010   2009   2008   2007   2006  
 
  ($ millions, except per share information)
 

INCOME STATEMENT DATA

                               

Net sales from continuing operations

    50,624     44,267     41,459     38,072     34,393  
                       

Operating income from continuing operations

    11,526     9,982     8,964     6,781     7,642  

Income from associated companies

    804     293     441     412     264  

Financial income

    64     198     384     531     354  

Interest expense

    (692 )   (551 )   (290 )   (237 )   (266 )
                       

Income before taxes from continuing operations

    11,702     9,922     9,499     7,487     7,994  

Taxes

    (1,733 )   (1,468 )   (1,336 )   (947 )   (1,169 )
                       

Net income from continuing operations

    9,969     8,454     8,163     6,540     6,825  

Net income from discontinued operations

                70     5,428     377  
                       

Group net income

    9,969     8,454     8,233     11,968     7,202  
                       

Attributable to:

                               
 

Shareholders of Novartis AG

    9,794     8,400     8,195     11,946     7,175  
 

Non-controlling interests

    175     54     38     22     27  

Operating income from discontinued operations (including divestment gains)

               
70
   
6,152
   
532
 

Basic earnings per share ($):

                               

—Continuing operations

    4.28     3.70     3.59     2.81     2.90  

—Discontinued operations

                0.03     2.34     0.16  

—Total

    4.28     3.70     3.62     5.15     3.06  

Diluted earnings per share ($):

                               

—Continuing operations

    4.26     3.69     3.56     2.80     2.88  

—Discontinued operations

                0.03     2.33     0.16  

—Total

    4.26     3.69     3.59     5.13     3.04  

Cash dividends(1)

   
4,486
   
3,941
   
3,345
   
2,598
   
2,049
 

Cash dividends per share in CHF(2)

    2.20     2.10     2.00     1.60     1.35  

Operating income from continuing operations earnings per share ($):

                               

—Basic

    5.04     4.40     3.96     2.93     3.26  

—Diluted

    5.01     4.38     3.92     2.91     3.24  

(1)
Cash dividends represent cash payments in the applicable year that generally relate to earnings of the previous year.

(2)
Cash dividends per share represent dividends proposed that relate to earnings of the current year. Dividends for 2010 will be proposed to the Annual General Meeting on February 22, 2011 for approval.

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  Year Ended December 31,  
 
  2010   2009   2008   2007   2006  
 
  ($ millions)
 

BALANCE SHEET DATA

                               

Cash, cash equivalents and marketable securities & derivative financial instruments

    8,134     17,449     6,117     13,201     7,955  

Inventories

    6,093     5,830     5,792     5,455     4,498  

Other current assets

    12,458     10,412     8,972     8,774     8,215  

Non-current assets

    96,633     61,814     57,418     48,022     46,604  

Assets held for sale related to discontinued operations

                            736  
                       

Total assets

    123,318     95,505     78,299     75,452     68,008  
                       

Trade accounts payable

    4,788     4,012     3,395     3,018     2,487  

Other current liabilities

    19,870     15,458     13,109     13,623     13,540  

Non-current liabilities

    28,891     18,573     11,358     9,415     10,480  

Liabilities related to discontinued operations

                            207  
                       

Total liabilities

    53,549     38,043     27,862     26,056     26,714  
                       

Issued share capital and reserves attributable to shareholders of Novartis AG

    63,196     57,387     50,288     49,223     41,111  

Non-controlling interests

    6,573     75     149     173     183  
                       

Total equity

    69,769     57,462     50,437     49,396     41,294  
                       

Total liabilities and equity

    123,318     95,505     78,299     75,452     68,008  
                       

Net assets

    69,769     57,462     50,437     49,396     41,294  

Outstanding share capital

    832     825     820     815     850  

Total outstanding shares (millions)

    2,289     2,274     2,265     2,264     2,348  


Cash Dividends per Share

        Cash dividends are translated into US dollars at the Reuters Market System Rate on the payment date. Because we pay dividends in Swiss francs, exchange rate fluctuations will affect the US dollar amounts received by holders of ADSs.

Year Earned
  Month and
Year Paid
  Total Dividend
per share
  Total Dividend
per share in $
 
 
   
  (CHF)
  ($)
 

2006

  March 2007     1.35     1.09  

2007

  February 2008     1.60     1.53  

2008

  February 2009     2.00     1.72  

2009

  March 2010     2.10     1.95  

2010(1)

  March 2011     2.20     2.34 (2)

(1)
Dividend to be proposed at the Annual General Meeting on February 22, 2011 and to be distributed March 1, 2011.

(2)
Translated into US dollars at the 2010 Reuters Market System period end rate of $1.06 to the Swiss franc. This translation is an example only, and should not be construed as a representation that the Swiss franc amount represents, or has been or could be converted into US dollars at that or any other rate.

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Exchange Rates

        The following table shows, for the years and dates indicated, certain information concerning the rate of exchange of US dollar per Swiss franc based on exchange rate information found on Reuters Market System. The exchange rate in effect on January 25, 2011, as found on Reuters Market System, was CHF 1.00 = $1.06.

Year ended December 31,
($ per CHF)
  Period End   Average(1)   Low   High  

2006

    0.82     0.80     0.76     0.84  

2007

    0.88     0.83     0.80     0.91  

2008

    0.94     0.93     0.82     1.02  

2009

    0.97     0.92     0.84     1.00  

2010

    1.06     0.96     0.86     1.07  

Month end,
                         

August 2010

                0.95     0.98  

September 2010

                0.98     1.03  

October 2010

                1.01     1.05  

November 2010

                1.00     1.04  

December 2010

                1.00     1.07  

January 2011(2)

                1.03     1.07  

(1)
Represents the average of the exchange rates on the last day of each full month during the year.

(2)
Through January 25, 2011.


3.B    Capitalization and Indebtedness

        Not applicable.


3.C    Reasons for the offer and use of proceeds

        Not applicable.


3.D    Risk Factors

        Our businesses face significant risks and uncertainties. You should carefully consider all of the information set forth in this annual report on Form 20-F and in other documents we file with or furnish to the SEC, including the following risk factors, before deciding to invest in any Novartis securities. Our business as well as our financial condition or results of operations could be materially adversely affected by any of these risks, as well as other risks and uncertainties not currently known to us or not currently deemed to be material.

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Risks Facing Our Business

Our Pharmaceuticals Division faces and will continue to face important patent expirations and aggressive generic competition.

        Our Pharmaceuticals Division's products are generally protected by patent rights, which are intended to provide us with exclusive rights to market the patented products. However, those patent rights are of varying strengths and durations. Loss of market exclusivity for one or more important products—including the loss of exclusivity on Diovan, our best-selling product, which we face in the EU this year, and in the US in 2012 and in Japan in 2013—will have a material adverse effect on our results of operations.

        The introduction of a generic version of a branded medicine typically results in a significant and rapid reduction in net sales for the branded product because generic manufacturers typically offer their unbranded versions at sharply lower prices. Such competition can result from the regular expiration of the term of the patent. Such competition can also result from the entry of generic versions of another medicine in the same therapeutic class as one of our drugs, or in another competing therapeutic class. In addition, generic manufacturers frequently take an aggressive approach to challenging patents, conducting so-called "launches at risk" of products that are still under legal challenge for patent infringement, before final resolution of legal proceedings.

        We also rely in all aspects of our businesses on unpatented proprietary technology, know-how, trade secrets and other confidential information, which we seek to protect through various measures including confidentiality agreements with licensees, employees, third-party collaborators, or consultants who may have access to such information. If these agreements are breached, our contractual remedies may not be adequate to cover any losses.

        Some of our best-selling products are expected to face significant competition beginning as early as this year due to the end of market exclusivity resulting from the expiry of patent protection.

        For more information on the patent status of our Pharmaceuticals Division's products see "Item 4. Information on the Company—Item 4.B Business Overview—Pharmaceuticals—Intellectual Property" and "Item 18. Financial Statements—note 20".

        Clearly, with respect to major products for which the patent terms are expiring, the loss of exclusivity of these products will have a material adverse effect on our business, financial condition and results of operations. In addition, should we unexpectedly lose exclusivity on additional products due to patent litigation or other reasons, this will have a material adverse effect on our business, financial condition and results of operations, both due to the loss of revenue, and the difficulties in planning for such losses.

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Our research and development efforts may not succeed in bringing high-potential products to market, or to do so cost-efficiently enough, or in sufficient numbers.

        Our ability to continue to grow our business and to replace sales lost due to the end of market exclusivity depends upon the success of our research and development activities in identifying, and successfully and cost-effectively developing high-potential breakthrough products that address unmet needs, are accepted by patients and physicians, and are reimbursed by payors. To accomplish this, we commit substantial effort, funds and other resources across all our divisions to research and development, both through our own dedicated resources and through various collaborations with third parties. Developing new healthcare products and bringing them to market, however, is a highly costly, lengthy and uncertain process. In spite of our significant investments, there can be no guarantee that our research and development activities will produce a sufficient number of commercially viable new products.

        Using the products of our largest division as an example, the research and development process for a new pharmaceutical product can take up to 15 years, or even longer, from discovery to commercial product launch—and with a limited available patent life the longer it takes to develop a product, the less time there will be for us to recoup our development costs. New products need not only undergo intensive preclinical and clinical testing, but also must be approved by means of highly complex, lengthy and expensive approval processes which can vary from country to country. During each stage, there is a substantial risk that we will encounter serious obstacles which will further delay us and add substantial expense, or that we will not achieve our goals and, accordingly, may be forced to abandon a product in which we have invested substantial amounts of time and money. Reasons for delays may include: failure of the product candidate in preclinical studies; difficulty enrolling patients in clinical trials or delays or clinical trial holds at clinical trial sites; delays in completing formulation and other testing and work necessary to support an application for regulatory approval; adverse reactions to the product candidate or indications of other safety concerns; insufficient clinical trial data to support the safety or efficacy of the product candidate; our inability to manufacture sufficient quantities of the product candidate for development or commercialization activities in a timely and cost-efficient manner; and failure to obtain, or delays in obtaining, the required regulatory approvals for the product candidate or the facilities in which it is manufactured. In addition, FDA and other governmental health authorities have recently begun to intensify their scrutiny of pharmaceutical companies' compliance with regulations related to the development of new products, thus adding to the obstacles and costs we face in bringing new products to market.

        Our Vaccines and Diagnostics Division faces challenges similar to those faced by our Pharmaceuticals Division in developing and bringing to market new vaccines. In particular, our Vaccines and Diagnostics Division has been working to fully develop and bring to market two vaccines, Menveo and Bexsero, to combat different strains of meningococcal disease in patients of a wide range of age groups. These products are the primary products in the division's pipeline. If our Vaccines and Diagnostics Division were unable to successfully develop one or both of these products, or if the partial or full approvals of either or both of these products were significantly delayed, it could have a material adverse effect on the medium to long-term success of the division, and of the Group as a whole.

        In addition, our Sandoz Division has made, and expects to continue to make, significant investments in the development of biotechnology based, "biologic" medicines intended for sale as bioequivalent or "biosimilar" generic versions of currently-marketed biotechnology products. While the development of such products can be somewhat less costly and complex than the development of originator biologic medicines, to date many countries do not yet have an established legislative or regulatory pathway which would permit such products to be sold in a manner in which the biosimilar product would be readily substitutable for the originator product. Significant delays in the development of such pathways, or significant impediments that may ultimately be built into such pathways, could diminish the value of the investments that Sandoz has made, and will continue to make, in its biotechnology operations, and could have a material adverse effect on the long-term success of the Group as a whole.

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        If we are unable to cost-effectively maintain an adequate flow of successful new products and new indications for existing products sufficient to cover our substantial research and development costs and to replace sales lost as older products are lost to generic competition (including the significant number of important products likely to face generic competition in the near future), or are displaced by competing products or therapies, this could have a material adverse effect on our business, financial condition or results of operations. For a description of the approval processes which must be followed to market our products, see the sections headed "Regulation" included in the descriptions of our four operating divisions under "Item 4. Information on the Company—Item 4.B Business Overview."

Increasing regulatory scrutiny of drug safety and efficacy has and is likely to continue to adversely affect us.

        Following several widely publicized issues in recent years, health regulators are increasingly focusing on product safety. Recently, the Obama Administration has publicly emphasized the importance of enforcing US drug safety regulations. In addition, authorities have paid increased attention to the risk/benefit profile of pharmaceutical products with an increasing emphasis on product safety and the value-added of products. These developments have led to requests for more clinical trial data, for the inclusion of a significantly higher number of patients in clinical trials, and for more detailed analyses of the trials. As a result, the already lengthy and expensive process of obtaining regulatory approvals for pharmaceutical products has become even more challenging.

        In addition, for the same reason, the post-approval regulatory burden has been increasing. Approved drugs have increasingly been subject to requirements such as risk evaluation and mitigation strategies (REMS), Risk Management Plans, comparative effectiveness studies, Health Technology Assessments and requirements to conduct post-approval Phase IV clinical trials to gather far more detailed safety and other data on products. These requirements have the effect of making the maintenance of regulatory approvals and achieving reimbursement for our products increasingly expensive, and further heightening the risk of recalls, product withdrawals, or loss of market share.

        Like our industry peers, we have been required by health authorities to conduct additional clinical trials, and to submit additional analyses of our data in order to obtain product approvals. We have had REMS and other such requirements imposed as a condition of approval of our new drugs. By increasing the costs of, and causing delays in obtaining approvals—and creating a risk that safe and efficacious products will not be approved, or will be removed from the market after previously having been approved—these regulatory requirements have had, and likely will continue to have, a material adverse effect on our business, financial condition and results of operations.

Our business is increasingly affected by pressures on pricing for our products.

        The growth of overall healthcare costs as a percentage of gross domestic product in many countries means that governments and payors are under intense pressure to control spending even more tightly. These pressures are particularly strong given the lingering effects of the recent global economic and financial crisis, including the ongoing debt crisis in certain countries in Europe. As a result, our businesses and the healthcare industry in general are operating in an ever more challenging environment with very significant pricing pressures. These ongoing pressures affect all of our businesses that rely on reimbursement—including Pharmaceuticals, Sandoz and Vaccines—and involve government-imposed industry-wide price reductions, mandatory pricing systems, reference pricing initiatives, an increase in imports of drugs from lower-cost countries to higher-cost countries, shifting of the payment burden to patients through higher co-payments, limiting physicians' ability to choose among competing medicines, mandatory substitution of generic drugs and growing pressure on physicians to reduce the prescribing of patented prescription medicines. Such initiatives include the 2010 enactment of healthcare reform in the US, and its forthcoming implementation.

        As a result of such measures, we faced downward pricing pressures on our branded and generic drugs in many countries in 2010. For example, Greece imposed temporary price cuts of from 3-27%. Germany

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increased the required rebate for certain products from 6-16%. Turkey imposed a discount on certain products of from 11-23%. And Spain imposed a discount of 7.5% on branded drugs and a discount of 25% on generic drugs.

        We expect these efforts to continue in 2011 as healthcare payors around the globe—in particular government-controlled health authorities, insurance companies and managed care organizations—step up initiatives to reduce the overall cost of healthcare, restrict access to higher-priced new medicines, increase the use of generics and impose overall price cuts. For more information on price controls and on our challenging business environment see "Item 4. Information on the Company—Item 4.B Business Overview—Pharmaceuticals—Price Controls."

Failure to comply with law, and resulting legal proceedings may have a significant negative effect on our results of operations.

        We are obligated to comply with the laws of the approximately 140 countries in which we operate, covering an extremely wide range of activities. To that end, we have a strong global compliance with law program in place. Nonetheless, despite our efforts, any failure to comply with law could lead to substantial liabilities that may not be covered by insurance, and could affect our business and reputation.

        In particular, in recent years, there has been a trend of increasing litigation and government investigations against companies operating in the industries of which we are a part, especially in the US. A number of our subsidiaries are, and will likely continue to be, subject to various legal proceedings that arise from time to time, including proceedings regarding product liability, commercial disputes, employment and wrongful discharge, antitrust, securities, sales and marketing practices, health and safety, environmental, tax, privacy, and intellectual property matters. Such proceedings are inherently unpredictable, and large verdicts sometimes occur. As a consequence, we may in the future incur judgments or enter into settlements of claims that could have a material adverse effect on our results of operations or cash flows.

        In addition, governments and regulatory authorities have been stepping up their compliance and law enforcement activities in recent years in key areas, including corruption, marketing practices, insider trading, antitrust and trade restrictions. Responding to such investigations is costly, and a significant diversion of management's attention from our business. In addition, such investigations may affect our reputation and create a risk of potential exclusion from government reimbursement programs in the US and other countries. These factors have contributed to decisions by us and other companies in our industry to enter into settlement agreements with governmental authorities around the world. Those settlements have involved and may continue to involve large cash payments, including the potential repayment of amounts allegedly obtained improperly and penalties up to treble damages. In addition, settlements of healthcare fraud cases often require companies to enter into a corporate integrity agreement, which is intended to regulate company behavior for a period of years. Also, matters underlying governmental investigations and settlements may be the subject of separate private litigation.

        Our businesses have been subject, from time to time, to governmental investigations and information requests by regulatory authorities. For example, our US affiliate Novartis Pharmaceuticals Corporation (NPC) recently settled parallel civil and criminal investigations by the US government into allegations of potential inappropriate marketing and promotion of six Novartis drugs. As part of the settlement, NPC agreed to plead guilty to one misdemeanor, and to resolve civil charges against it, agreeing to pay a total of $422.5 million, and to enter into a five-year Corporate Integrity Agreement.

        At the same time, our Sandoz Division may, from time to time, seek approval to market a generic version of a product before the expiration of patents claimed by one of our competitors for the branded product. We do this in cases where we believe that the relevant patents are invalid, unenforceable, or would not be infringed by our generic product. As a result, affiliates of our Sandoz Division frequently face patent litigation, and in certain circumstances, we may elect to market a generic product even though

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patent infringement actions are still pending. Should we elect to proceed in this manner and conduct a "launch at risk," we could face substantial damages if the final court decision is adverse to us.

        Separately, the US affiliates of our Pharmaceuticals and Sandoz Divisions are the subjects of lawsuits brought by private plaintiffs and a number of state and local governments alleging that they have fraudulently overstated the Average Wholesale Price and "best price," which are, or have been, used by the US federal and state governments in the calculation of, respectively, US Medicare reimbursements and Medicaid rebates. While a Novartis affiliate was successful on appeal in one of these actions, juries have awarded plaintiffs substantial damages in three trials against Novartis affiliates to date. More trials are expected in the future.

        In addition, the US affiliate of our Pharmaceuticals Division was sued by certain of its pharmaceutical sales representatives alleging that the affiliate violated wage and hour laws by failing to pay them overtime compensation. These lawsuits are part of a number of actions pending against pharmaceutical companies that challenge the industry's long-term practice of treating pharmaceutical sales representatives as salaried employees. In January 2009, the trial court held that the pharmaceutical sales representatives were not entitled to overtime pay under the federal Fair Labor Standards Act and corresponding state wage and hour laws. Plaintiffs appealed the judgment to the US Court of Appeals, which vacated the judgment of the trial court in July 2010, and remanded the case to the SDNY for further proceedings. We have sought the US Supreme Court's permission to appeal the Court of Appeals' reversal of the trial court's decision. Should we fail to succeed in defeating the pharmaceutical sales representatives' suit, we would be required to comply with orders which may be disruptive and costly to our business.

        Adverse judgments or settlements in any of these cases could have a material adverse effect on our business, financial condition and results of operations.

        For more detail regarding specific legal matters currently pending against us and provisions for such matters, see "Item 18. Financial Statements—note 20." See also "—Our reliance on third parties for the performance of key business functions heightens the risks faced by our businesses" below.

The manufacture of our products is highly regulated and complex, and may result in a variety of issues that could lead to extended supply disruptions and significant liability.

        The products we market and sell are either manufactured at our own dedicated manufacturing facilities or by third parties. In either case, we must ensure that all manufacturing processes comply with current Good Manufacturing Practices (cGMP) and other applicable regulations, as well as with our own high quality standards. The manufacture of our products is heavily regulated by governmental health authorities around the world, including the FDA, and such health authorities have recently begun to intensify their scrutiny of manufacturers' compliance with such requirements. If we or our third-party suppliers fail to comply fully with these requirements then there could be a regulatorily-required shutdown of production facilities or production lines, which in turn could lead to product shortages, or to our being entirely unable to supply product to patients for an extended duration. This, in turn, could lead to a significant loss of sales revenue. In addition, health authorities have begun to impose significant penalties for such failures to comply with cGMP. A failure to comply fully with cGMP could also lead to a delay in the approval of new products to be manufactured at the impacted site.

        Like our competitors, we have faced significant manufacturing issues, and have received Warning Letters relating to such manufacturing issues. For example, in December 2010, a CIBA Vision manufacturing facility in Cidra, Puerto Rico received a Warning Letter from the FDA, primarily as a result of questions involving the testing methods used for certain contact lenses manufactured there. As a result, CIBA Vision recalled the product. An action plan is under development and will be presented to the FDA. However, there can be no guarantee of the outcome of this matter. Nor can there be any guarantee that we will not face similar such issues in the future, or that we will successfully manage such issues when they arise.

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        In addition to regulatory requirements, many of our products involve technically complex manufacturing processes or require a supply of highly specialized raw materials. For some products and raw materials, we may also rely on a single source of supply. As a result, the inherent fragility of certain of our production processes may cause the production of one or more of our products to be disrupted from time to time.

        In particular, an increasing portion of our portfolio, including products from our Pharmaceuticals, Vaccines and Diagnostics, and Sandoz Divisions, are "biologic" products. Unlike traditional "small-molecule" drugs, biologic drugs cannot be manufactured synthetically, but typically must be produced from living plant or animal micro-organisms. As a result, the production of biologic drugs which meet all regulatory requirements is especially complex. Even slight deviations at any point in the production process may lead to batch failures or recalls. In addition, because the production process is based on living micro-organisms, the process could be affected by contaminants which could impact those micro-organisms. In such an event, production shutdowns and extensive and extended decontamination efforts may be required.

        Finally, in addition to potential liability for government penalties, because our products are intended to promote the health of patients, for some of our products, any supply disruption, or other charges regarding production issues, could subject us to lawsuits or to allegations that the public health, or the health of individuals, has been endangered.

        In sum, a disruption in the supply of certain key products—whether as a result of a failure to comply with applicable regulations, the fragility of the production process, or our failure to accurately predict demand—could have a material adverse effect on our business, financial condition or results of operations.

The after-effects of the recent global economic and financial crisis may have a material adverse effect on our results.

        Many of the world's largest economies and financial institutions continue to be impacted by the recent global economic and financial crisis, with some continuing to face financial difficulty, a decline in asset prices, liquidity problems and limited availability of credit. It is uncertain how long these effects will last, or whether economic and financial trends will worsen or improve. Such uncertain economic times may have a material adverse effect on our revenues, results of operations, financial condition and ability to raise capital. For example, the ongoing debt crisis in certain countries in Europe have increased pressures on those countries, and on payors in those countries to force healthcare companies to decrease the prices at which we may sell them our products. The debt crisis has also given rise to concerns that some countries may not be able to pay us for our products at all.

        In addition, the varying impact of difficult economic times on the economies of different countries has impacted, and may continue to unpredictably impact, the translation of our operating results into US dollars, our reporting currency. This is particularly so given recent financial troubles in many European economies, and the resultant investor concerns about the future of the Euro. The financial and debt crises may also cause the value of our investments in our pension plans to decrease, requiring us to increase our funding of those pension plans. In addition, the financial crisis may also result in a lower return on our financial investments, and a lower value on some of our assets. Alternately, the financial crisis may result in a return to inflation, which could lead to higher interest rates, which would increase our costs of raising capital. See also "—If any of numerous key assumptions and estimates in calculating our pension plan obligations turn out to be different from our actual experience, we may be required to increase substantially our contributions to pension plans as well as our pension-related costs in the future" below, and "—Foreign exchange fluctuations may adversely affect our earnings and the value of some of our assets" below.

        To the extent that the economic and financial crisis is directly affecting consumers, some of our businesses, including the business units of our Consumer Health Division, may be particularly sensitive to

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declines in consumer spending. In addition, our Pharmaceuticals, Vaccines and Diagnostics, and Sandoz Divisions may not be immune to consumer cutbacks, particularly given the increasing requirements in certain countries that patients pay a larger contribution toward their own healthcare costs. As a result, there is a risk that consumers may cut back on prescription drugs and vaccines, as well as consumer health products, to help cope with rising costs and difficult economic times.

        To the extent that the economic and financial crisis is directly affecting businesses, it may also lead to a disruption or delay in the performance of third parties on which we rely for parts of our business, including licensees and collaboration partners, distributors, clinical trial providers and suppliers of products, intermediates and other goods or services. Such disruptions or delays could have an adverse effect on our business and results of operations. See also "—Our reliance on third parties for the performance of key business functions heightens the risks faced by our businesses" below.

        At the same time, significant changes and volatility in the equity, credit and foreign exchange markets, in the consumer and business environment, and in the competitive landscape make it increasingly difficult for us to predict our revenues and earnings into the future. As a result, any revenue or earnings guidance or outlook which we have given or might give may be overtaken by events, or may otherwise turn out to be inaccurate. Though we endeavor to give reasonable estimates of future revenues and earnings at the time we give such guidance, under current market conditions there is a significant risk that such guidance or outlook will turn out to be, or to have been, incorrect.

Risks related to our acquisition of a majority interest in Alcon, Inc. and our proposed merger with Alcon.

        On August 25, 2010, we completed our acquisition of Nestlé's remaining 52% majority stake in Alcon. This acquisition, on top of the 25% stake in Alcon which we had previously purchased from Nestlé, resulted in our becoming the 77% majority shareholder of Alcon. Afterwards, on December 15, 2010, we announced that we had entered into a definitive agreement with Alcon to merge Alcon into Novartis, subject to certain approvals and conditions, which when completed would cause Alcon to be 100% owned by Novartis and enable Alcon to become a new division of Novartis.

        The merger is currently expected to be completed during the first half of 2011 and is conditional on clearance of a registration statement by the US Securities and Exchange Commission, two-thirds approval by the shareholders of each of Novartis and Alcon voting at their respective meetings and other customary closing conditions. If the merger is delayed, the timing and/or realization of the anticipated benefits and cost savings from fully integrating the businesses of Novartis and Alcon will be adversely affected, with the delay making it more difficult to maintain business and operational relationships, and relationships with key employees. Once the merger with Alcon is approved and completed, its success will depend, in part, on the combined company's ability to realize the expected benefits and cost savings and to retain and motivate its executives and key employees. See also "Item 18. Financial Statements—note 20" for information regarding pending litigation between Alcon's shareholders and Novartis.

An increasing amount of intangible assets and goodwill on our books may lead to significant impairment charges in the future.

        The amount of goodwill and other intangible assets on our consolidated balance sheet has increased significantly in recent years, primarily due to acquisitions. Although no significant additional impairments are currently anticipated, impairment testing could lead to material impairment charges in the future.

        We regularly review our long-lived intangible and tangible assets, including identifiable intangible assets, investments in associated companies and goodwill, for impairment. Goodwill, acquired research and development, and acquired development projects not yet ready for use are subject to impairment review at least annually. Other long-lived assets are reviewed for impairment when there is an indication that an impairment may have occurred. Impairment testing under IFRS may lead to impairment charges in the future. Any significant impairment charges could have a material adverse effect on our results of

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operations. In 2010, for example, we recorded an intangible asset impairment charge of $704 million after we decided not to pursue further development of Pharmaceuticals Division pipeline products albinterferon alfa-2b, Mycograb and ASA404. For a detailed discussion of how we determine whether an impairment has occurred, what factors could result in an impairment and the increasing impact of impairment charges on our results of operations, see "Item 5. Operating and Financial Review and Prospects—Item 5.A Operating Results—Critical Accounting Policies and Estimates—Impairment of Long-Lived Intangible and Tangible Assets" and "Item 18. Financial Statements—note 11."

Our indebtedness could adversely affect our operations.

        As of December 31, 2010 we had $14.4 billion of non-current financial debt and $8.6 billion of current financial debt. Our current and future debt requires us to dedicate a portion of our cash flow to service interest and principal payments and may limit our ability to engage in other transactions and otherwise places us at a competitive disadvantage to our competitors that have less debt. We may have difficulty refinancing our existing debt or incurring new debt on terms that we would consider to be commercially reasonable, if at all.

Our reliance on third parties for the performance of key business functions heightens the risks faced by our businesses.

        We invest a significant amount of effort and financial resources into outsourcing and offshoring certain key business functions with third parties, including research and development collaborations, manufacturing operations, warehousing, distribution activities, certain finance functions, marketing activities, data management and others. We do not control the third parties to whom we outsource these functions, but we depend on them to achieve results which may be significant to us. If these third parties fail to meet our expectations, we may lose our investment in the collaborations and fail to receive the expected benefits. In addition, should any of these third parties fail to comply with the law in the course of their performance of services for us, there is a risk that we could be held responsible for such violations of law, as well. Any such failures by third parties could have a material adverse effect on our business, financial condition or results of operations.

        In particular, in many countries, including many less-developed markets, we rely heavily on third party distributors and other agents for the marketing and distribution of our products. Many of these third parties do not have internal compliance resources comparable to those within our organization. Some of these countries are plagued by corruption. If our efforts to screen our third party agents and detect cases of potential misconduct fail, we could be held responsible for the noncompliance of these third parties with applicable laws and regulations, which may have a material adverse effect on our reputation and our business, financial condition or results of operations.

We may not be able to realize the expected benefits of our significant investments in emerging growth markets.

        At a time of slowing growth in sales of pharmaceuticals in industrialized countries, many emerging markets have experienced comparatively strong economies, leading to proportionally higher growth and an increasing contribution to the industry's global performance. In 2010, we generated $4.6 billion, or approximately 10% (2009: 9%) of net sales (excluding Alcon) from our six priority emerging markets—Brazil, China, India, Russia, South Korea and Turkey—as compared with $30.8 billion, or approximately 64% (2009: 65%) of our net sales, in the world's seven largest developed markets. However, combined net sales in the six priority emerging markets grew 12% in constant currency in 2010, compared to 8% sales growth in constant currency in the seven largest developed markets during the same period. As a result of this trend, we have been taking steps to increase our presence in these priority emerging markets and in other emerging markets. For example, we continue to expand a cross-divisional operating structure to accelerate growth in smaller emerging markets and better position the comprehensive presence of all

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Novartis products in these markets. These types of markets include Northern and Sub-Saharan Africa, Central Asia and some countries in Southeast Asia.

        There is no guarantee that our efforts to expand our sales in these countries will succeed, or that these countries will continue to experience growth rates in excess of the world's largest markets. Some emerging countries may be especially vulnerable to the after-effects of the recent global financial crisis, or may have very limited resources to spend on healthcare. See "—The after-effects of the recent economic and financial crisis may have a material adverse effect on our results" below. Many of these countries have a relatively limited number of persons with the skills and training suitable for employment at an enterprise such as ours. See also "—An inability to attract and retain qualified personnel could adversely affect our business" below. In other emerging countries, we may be required to rely on third-party agents, which may put us at risk of liability. See also "—Legal proceedings may have a significant negative effect on our results of operations" above. In addition, many of these countries have currencies that fluctuate substantially. If currencies devalue and we cannot offset the devaluations with price increases, our products may become less profitable.

        For all these reasons, our sales to emerging growth markets carry significant risks. A failure to continue to expand our business in emerging growth markets could have a material adverse effect on our business, financial condition or results of operations.

Failure to obtain marketing exclusivity periods for new generic products, or to develop differentiated products, as well as intense competition from branded pharmaceuticals companies, may have an adverse effect on the success of our Sandoz Division.

        Our Sandoz Division achieves significant revenue opportunities when it secures and maintains exclusivity periods granted for generic products in certain markets—particularly the 180-day exclusivity period granted in the US by the Hatch-Waxman Act—and when it is able to develop differentiated products with few, if any, generic competitors. Failure to obtain and maintain these market opportunities could have an adverse effect on the success of Sandoz. In addition, the division faces intense competition from branded pharmaceuticals companies, which commonly take aggressive steps to limit the availability of exclusivity periods or to reduce their value. These activities may increase the costs and risks associated with our efforts to introduce generic products and may delay or entirely prevent their introduction.

If any of numerous key assumptions and estimates in calculating our pension plan obligations turn out to be different from our actual experience, we may be required to increase substantially our contributions to pension plans as well as our pension-related costs in the future.

        We sponsor pension and other post-employment benefit plans in various forms. These plans cover a significant portion of our current and former associates. We are required to make significant assumptions and estimates about future events in calculating the present value of expected future expense and liability related to these plans. These include assumptions about discount rates we apply to estimated future liabilities, expected returns on plan assets and rates of future compensation increases. In addition, our actuarial consultants provide our management with historical statistical information such as withdrawal and mortality rates in connection with these estimates. Assumptions and estimates used by Novartis may differ materially from the actual results we experience due to changing market and economic conditions (including the effects of the recent global economic and debt crisis, which, to date, have resulted in extremely low interest rates), higher or lower withdrawal rates, or longer or shorter life spans of participants, among other variables. For example, a decrease in the discount rate we apply in determining the present value of expected future obligations of one-half of one percent would have increased our year-end defined benefit obligation by $1.1 billion. Any differences between our assumptions and estimates and our actual experience could have a material effect on our results of operations and financial condition. For more information on obligations under retirement and other post-employment benefit plans and underlying actuarial assumptions, see "Item 5. Operating and Financial Review and Prospects—

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Item 5.A Operating Results—Critical Accounting Policies and Estimates—Retirement and other post-employment plans" and "Item 18. Financial Statements—note 25". See also "—The after-effects of the recent economic and financial crisis may have a material adverse effect on our results" above.

Changes in tax laws or their application could adversely affect our results of operations.

        The integrated nature of our worldwide operations enables us to reduce the effective tax rate on our earnings because a portion of our earnings are taxed at more favorable rates in some jurisdictions. Changes in tax laws or their application with respect to matters such as transfer pricing, intercompany dividends, controlled corporations, and limitations on tax relief allowed on the interest on intercompany debt, could increase our effective tax rate and adversely affect our financial results.

Our OTC Business Unit faces adverse impacts from increased competition, as well as potential questions of safety and efficacy.

        The OTC Business Unit of our Consumer Health Division sells over-the-counter medicines, many of which contain ingredients also sold by competitors in the OTC industry. Particularly in the US, our branded OTC products compete against "store brand" products that are made with the same active ingredients as ours. These products do not carry our trusted brand names, but they also do not carry the burden of the expensive advertising and marketing that helped to establish demand for the product. As a result, the store brand products may be sold at lower prices. In recent years, consumers have increasingly begun to purchase store brand OTC products instead of branded products. In addition, in recent years, significant questions have arisen regarding the safety, efficacy and potential for misuse of certain products sold by our OTC Business Unit and its competitors. As a result, health authorities around the world have begun to re-evaluate some important over-the-counter products, leading to restrictions on the sale of some of them and even the banning of certain products. For example, in 2010, the FDA undertook a review of one cough medicine ingredient to consider whether over-the-counter sales of the ingredient remained appropriate. While FDA has not, to date, changed the ingredient's status, further regulatory or legislative action may follow, and litigation has often followed actions such as these, particularly in the US. Additional actions and litigation regarding OTC products are possible in the future. These trends have had, and may continue to have, a significant adverse effect on the success of our OTC Business Unit. See also "—The after-effects of the recent economic and financial crisis may have a material adverse effect on our results" above.

Ongoing consolidation among our distributors may increase both the purchasing leverage of key customers and the concentration of credit risk.

        Increasingly, a significant portion of our global sales are made to a relatively small number of US drug wholesalers, retail chains and other purchasing organizations. For example, our three most important customers globally are all in the US, and accounted for approximately 8%, 8% and 7%, respectively, of Group net sales in 2010. The largest trade receivables outstanding were for these three customers, amounting to 9%, 5% and 6%, respectively, of the Group's trade receivables at December 31, 2010. The trend has been toward further consolidation among our distributors, especially in the US. As a result, our distributors are gaining additional purchasing leverage, which increases the pricing pressures facing our businesses. Moreover, we are exposed to a concentration of credit risk as a result of this concentration among our customers. If one or more of our major customers experienced financial difficulties, the effect on us would be substantially greater than in the past. This could have a material adverse effect on our business, financial condition and results of operations.

An inability to attract and retain qualified personnel could adversely affect our business.

        We highly depend upon skilled personnel in key parts of our organization, and we invest heavily in recruiting and training qualified individuals. The loss of the service of key members of our organization—

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particularly senior members of our scientific and management teams—could delay or prevent the achievement of major business objectives. In addition, the success of our research and development activities is particularly dependent on our ability to attract and retain sufficient numbers of high-quality researchers and development specialists.

        Future economic growth will demand more talented associates and leaders, yet the market for talent will become increasingly competitive. Shifting demographic trends will result in fewer students, fewer graduates and fewer people entering the workforce in the Western world in the next 10 years. The supply of talent for key functional and leadership positions is decreasing, and a talent gap is clearly visible for some professions and geographies—engineers in Germany, for example. Recruitment is increasingly regional or global in specialized fields such as clinical development, biosciences, chemistry and information technology.

        Emerging markets are expected to be a driving force in global growth, but in countries like Russia and China there is a limited pool of executives with the training and international experience needed to work successfully in a global organization like Novartis. Moreover, younger generations around the world have changing expectations toward careers, engagement and the integration of work in their overall lifestyles. Geographic mobility is expected to decrease, and talent in emerging countries anticipate ample career opportunities closer to home than in the past.

        We face intense competition for an increasingly limited pool of qualified individuals from numerous pharmaceutical and biotechnology companies, universities, governmental entities and other research institutions. As a result, we may be unable to attract and retain qualified individuals in sufficient numbers, which would have an adverse effect on our business, financial condition and results of operations.

Environmental liabilities may adversely impact our results of operations.

        The environmental laws of various jurisdictions impose actual and potential obligations on us to remediate contaminated sites. While we have set aside substantial provisions for worldwide environmental liabilities, there is no guarantee that additional costs will not be incurred beyond the amounts for which we have provided in the Group consolidated financial statements. If we are required to further increase our provisions for environmental liabilities in the future, or if we fail to properly manage environmental risks, this could have a material adverse effect on our business, financial condition and results of operations. For more detail regarding environmental matters, see "Item 4.D Property, Plants and Equipment—Environmental Matters" and "Item 18. Financial Statements—note 20."

Foreign exchange fluctuations may adversely affect our earnings and the value of some of our assets.

        In the past year, the US dollar, our reporting currency, has suffered significant decreases in value against other world currencies. Because a significant portion of our earnings and expenditures are in currencies other than the US dollar, these decreases have had a significant impact on our reported net sales and earnings. In 2010, 36% of our net sales were made in US dollars, 29% in euros, 8% in Japanese yen, 2% in Swiss francs and 25% in other currencies. During the same period, 34% of our expenses arose in US dollars, 27% in euros, 13% in Swiss francs, 4% in Japanese yen and 22% in other currencies. As has happened in the recent past, changes in exchange rates between the US dollar and other currencies can result in increases or decreases in our sales, costs and earnings. Fluctuations in exchange rates between the US dollar and other currencies may also affect the reported value of our assets measured in US dollars and the components of shareholders' equity. For more information on the effects of currency fluctuations on our consolidated financial statements and on how we manage currency risk, see "Item 5.A Operating Results—Effects of Currency Fluctuations" and "Item 11. Quantitative and Qualitative Disclosures about Non-Product-Related Market Risk." See also "—The after-effects of the recent economic and financial crisis may have a material adverse effect on our results" above.

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Significant disruptions of information technology systems or breaches of data security could adversely affect our business.

        Our business is increasingly dependent on critical, complex and interdependent information technology systems, including Internet-based systems, to support business processes as well as internal and external communications. The size and complexity of our computer systems make them potentially vulnerable to breakdown, malicious intrusion and computer viruses which may result in the impairment of production and key business processes.

        In addition, our systems are potentially vulnerable to data security breaches—whether by employees or others—which may expose sensitive data to unauthorized persons. Such data security breaches could lead to the loss of trade secrets or other intellectual property, or could lead to the public exposure of personal information (including sensitive personal information) of our employees, clinical trial patients, customers and others.

        Such disruptions and breaches of security could have a material adverse effect on our business, financial condition and results of operations.

Increasing use of social media could give rise to liability or breaches of data security.

        Novartis and our associates are increasingly relying on social media tools as a means of communications. To the extent that we seek as a company to use these tools as a means to communicate about our products or about the diseases our products are intended to treat, there are significant uncertainties as to either the rules that apply to such communications, or as to the interpretations that health authorities will apply to the rules that exist. As a result, despite our efforts to comply with applicable rules, there is a significant risk that our use of social media for such purposes may cause us to nonetheless be found in violation of them. In addition, because of the universal availability of social media tools, our associates may make use of them in ways that may not be sanctioned by the company, and which may give rise to liability, or which could lead to the loss of trade secrets or other intellectual property, or could lead to the public exposure of personal information (including sensitive personal information) of our employees, clinical trial patients, customers and others. In either case, such uses of social media could have a material adverse effect on our business, financial condition and results of operations.

Earthquakes could adversely affect our business.

        Our corporate headquarters, the headquarters of our Pharmaceuticals and Consumer Health Divisions, and certain of our major Pharmaceuticals Division production facilities are located near earthquake fault lines in Basel, Switzerland. In addition, other major facilities of our Pharmaceuticals, Vaccines and Diagnostics, Sandoz and Consumer Health Divisions are located near major earthquake fault lines in various locations around the world. In the event of a major earthquake, we could experience business interruptions, destruction of facilities and loss of life, all of which could have a material adverse effect on our business, financial condition and results of operations.

Risks Related To Our ADSs

The price of our ADSs and the US dollar value of any dividends may be negatively affected by fluctuations in the US dollar/Swiss franc exchange rate.

        Our American Depositary Shares (ADSs) trade on the New York Stock Exchange (NYSE) in US dollars. Since the shares underlying the ADSs are listed in Switzerland on the SIX Swiss Exchange (SIX) and trade in Swiss francs, the value of the ADSs may be affected by fluctuations in the US dollar/Swiss franc exchange rate. In addition, since any dividends that we may declare will be denominated in Swiss francs, exchange rate fluctuations will affect the US dollar equivalent of dividends received by holders of ADSs. If the value of the Swiss franc decreases against the US dollar, the price at

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which our ADSs trade may—and the value of the US dollar equivalent of any dividend will—decrease accordingly.

Holders of ADSs may not be able to exercise preemptive rights attached to shares underlying ADSs.

        Under Swiss law, shareholders have preemptive rights to subscribe for cash for issuances of new shares on a pro rata basis. Shareholders may waive their preemptive rights in respect of any offering at a general meeting of shareholders. Preemptive rights, if not previously waived, are transferable during the subscription period relating to a particular offering of shares and may be quoted on the SIX. US holders of ADSs may not be able to exercise the preemptive rights attached to the shares underlying their ADSs unless a registration statement under the US Securities Act of 1933 is effective with respect to such rights and the related shares, or an exemption from this registration requirement is available. In deciding whether to file such a registration statement, we would evaluate the related costs and potential liabilities, as well as the benefits of enabling the exercise by ADS holders of the preemptive rights associated with the shares underlying their ADSs. We cannot guarantee that a registration statement would be filed, or, if filed, that it would be declared effective. If preemptive rights could not be exercised by an ADS holder, JPMorgan Chase Bank, N.A., as depositary, would, if possible, sell the holder's preemptive rights and distribute the net proceeds of the sale to the holder. If the depositary determines, in its discretion, that the rights could not be sold, the depositary might allow such rights to lapse. In either case, the interest of ADS holders in Novartis would be diluted and, if the depositary allowed rights to lapse, holders of ADSs would not realize any value from the granting of preemptive rights.

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Item 4.    Information on the Company


4.A History and Development of Novartis

Novartis AG

        Novartis AG was incorporated on February 29, 1996 under the laws of Switzerland as a stock corporation (Aktiengesellschaft) with an indefinite duration. On December 20, 1996, our predecessor companies, Ciba-Geigy and Sandoz, merged into this new entity, creating Novartis. We are domiciled in and governed by the laws of Switzerland. Our registered office is located at the following address:

        The Novartis Group is a multinational group of companies specializing in the research, development, manufacturing and marketing of a broad range of healthcare products led by innovative pharmaceuticals. Novartis AG, our Swiss holding company, owns, directly or indirectly, 100% of most significant operating companies, with the particular exception of Alcon, Inc. and its subsidiaries, which are currently majority owned. For a list of our significant operating subsidiaries, see "Item 18. Financial Statements—note 31."


Important Corporate Developments 2008-January 2011

        The following is an overview of certain important developments between 2008 and January 2011:

2011    

January

 

Novartis announces agreement to acquire Genoptix, Inc. in an all cash tender offer at $25.00 per share. This represents a total equity value of $470 million and an enterprise value of $330 million. Genoptix laboratory service offerings would provide a strategic fit with the portfolio of our Molecular Diagnostics unit and would complement our internal capabilities aimed at improving health outcomes by advancing individualized treatment programs.

2010

 

 

December

 

Novartis announces $500 million investment over the next five years in healthcare in Russia, including for the construction of a new Novartis manufacturing plant in St. Petersburg, and the expansion of research and development collaborations and public health alliances.

 

 

Novartis announces that it has entered into a definitive agreement with Alcon to merge Alcon into Novartis, subject to certain approvals and conditions, which when completed would cause Alcon to be 100% owned by Novartis and enable Alcon to become a new division of Novartis focused on eye care. Novartis also announced the reactivation of its share buyback program.

November

 

Novartis discontinues development of ASA404 for non-small cell lung cancer, resulting in an intangible asset impairment charge of approximately $120 million.

October

 

Novartis discontinues development of two investigational compounds: albinterferon alfa-2b for hepatitis C and Mycograb for invasive candidiasis, resulting in impairment and other charges of approx $584 million.

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September   Novartis Pharmaceuticals Corporation (NPC), a US subsidiary of Novartis AG, agrees to settle civil and criminal investigations by the US Government regarding Trileptal and five other products. As part of the settlement, NPC agreed to plead guilty to one misdemeanor, and to pay criminal fines and civil penalties totaling $422.5 million. NPC also entered into a five-year Corporate Integrity Agreement, which will require it to implement additional compliance-related measures.

 

 

Novartis sells US rights to the overactive bladder treatment Enablex for $400 million in cash from Warner Chilcott.

August

 

Novartis completes 77% majority ownership of Alcon adding new growth platform in eye care to its leading healthcare portfolio.

July

 

NPC agrees to settle gender discrimination claims associated with class action brought on behalf of female members of sales force for payment of $152.5 million to eligible class members, and commitment to implement comprehensive programs designed to ensure that all members of its sales force are treated fairly. The court approved the settlement in November.

April

 

Sandoz announces the acquisition of Oriel Therapeutics. The sale closed in June, gaining rights to a portfolio of respiratory products targeting asthma and COPD.

March

 

Novartis successfully completes a $5.0 billion bond market transaction in three tranches.

February

 

Novartis gains exclusive rights to DEB025, an antiviral agent in Phase IIb development as potential first-in-class hepatitis C therapy.

January

 

Novartis announces its intention to gain full ownership of Alcon by first completing the April 2008 agreement with Nestlé S.A. to acquire a 77% majority stake in Alcon, and subsequently entering into an all-share direct merger with Alcon for the remaining 23% minority stake.


2009


 


 

December

 

Novartis enters into an agreement to acquire Corthera Inc. for $120 million plus potential milestone payments related to the successful development and commercialization of relaxin, a potential treatment for acute decompensated heart failure. The acquisition was completed in February 2010.

 

 

Novartis licenses to Prometheus Laboratories the rights to sell Proleukin in the US, commencing in February 2010. Novartis retains the right to sell Proleukin outside of the US.

November

 

Novartis announces $1 billion investment over the next five years to significantly expand the China Novartis Institutes for BioMedical Research so that it would become the largest pharmaceutical research and development institute in China, and the third largest Novartis research institute worldwide.

 

 

Novartis enters into agreement to acquire 85% stake in Chinese vaccines company Zhejiang Tianyuan Bio-Pharmaceutical Co., Ltd., which offers marketed vaccine products in China and research and development projects focused on viral and bacterial diseases, for $125 million.

 

 

Novartis opens large-scale flu cell culture vaccine and adjuvant manufacturing facility in Holly Springs, North Carolina, in partnership with US Department of Health and Human Services, Biomedical Research and Development Authority.

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    Novartis announces agreement to obtain rights outside the US to INC424, a promising Janus kinase inhibitor in Phase III development as well as worldwide rights to potential c-Met inhibitor compound, from Incyte Corporation for a combined upfront payment of $150 million as well as an immediate $60 million milestone payment and rights to potential future milestone payments and royalties based on future sales.

October

 

Novartis gains exclusive worldwide rights to PTK796, a potential first-in-class IV and oral broad-spectrum antibiotic in Phase III development, from Paratek Pharmaceuticals for upfront payment and eligibility for future milestone payments as well as royalties based on future sales.

 

 

Novartis enters into agreement for exclusive US and Canadian rights to Fanapt, an FDA-approved oral therapy for schizophrenia, with Vanda Pharmaceuticals Inc. for an upfront payment of $200 million, eligibility for additional milestone payments and sales royalties.

June

 

Novartis completes an open offer to acquire an additional stake in its majority-owned Indian subsidiary, Novartis India Ltd., increasing its holding to nearly 76.4% from the previous level of 50.9%. The transaction represented a total value of approximately $80 million.

 

 

Novartis successfully launches a EUR 1.5 billion notes issue.

May

 

Novartis signs definitive agreement to acquire for EUR 925 million ($1.3 billion) the specialty generic injectables business of EBEWE Pharma, providing Sandoz—the Group's generics division—an opportunity to create a global platform for growth while improving access for patients to many generic oncology medicines. The transaction closed in September.

February

 

Novartis gains worldwide rights to elinogrel (PRT128), a Phase II anti-clotting compound with potential to reduce risk of heart attack and stroke, from Portola Pharmaceuticals Inc. for an upfront payment of $75 million and rights to future milestone payments and royalties based on future sales.

 

 

Novartis successfully completes a $5.0 billion debt offering in the US.


2008


 


 

October

 

Novartis enters into an agreement to acquire the pulmonary business unit of Nektar Therapeutics for $115 million. The transaction closed in December.

July

 

Novartis acquires majority ownership in Speedel, a Swiss-based pharmaceuticals company, and commits to acquire all remaining shares in a mandatory public tender offer (completed in September 2008), with total costs estimated at approximately $888 million.

 

 

Novartis enters into a strategic partnership with Lonza, a Swiss pharmaceuticals manufacturing company, to accelerate growth of its biologic pharmaceuticals pipeline.

June

 

Novartis gains rights to PTZ601, a promising hospital antibiotic in clinical development, through the full acquisition of Protez Pharmaceuticals for $102 million in total and potential future payments of an additional $300 million.

 

 

Two Swiss franc bonds are successfully issued totaling CHF 1.5 billion.

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April   Novartis strengthens its healthcare portfolio through an agreement with Nestlé S.A. under which Novartis obtained the right to acquire majority ownership in Alcon Inc., the world leader in eye care, including pharmaceutical, surgical and consumer products, in two steps. In the first step, completed in July 2008, Novartis acquired a 25% stake in Alcon from Nestlé for $10.4 billion. The optional second step provides Novartis the right to buy, and Nestlé the right to sell, the remaining 52% stake in Alcon held by Nestlé between January 2010 and July 2011 for up to approximately $28 billion.

        For information on our principal expenditures on property, plants and equipment, see "Item 4. Information on the Company—4.D Property, Plants & Equipment." For information on our significant investments in research and development, see the sections headed "Research and Development" included in the descriptions of our four operating divisions under "Item 4. Information on the Company—4.B Business Overview."


4.B Business Overview

OVERVIEW

        Novartis provides healthcare solutions that address the evolving needs of patients and societies worldwide. Our broad portfolio includes innovative medicines, preventive vaccines and diagnostic tools, generic pharmaceuticals and consumer health products. Novartis is the only company to have leadership positions in each of these areas.

        The Group's wholly-owned businesses are organized in four global operating divisions:

        In addition, the Group's healthcare portfolio is complemented by 77% ownership of Alcon, Inc, which discovers and develops innovative eye care products to improve the quality of life by helping people see better.

        Our strategy is to strengthen our healthcare portfolio through sustained investments in innovation, as well as through targeted acquisitions. In April 2008, we announced a significant agreement with Nestlé S.A. providing the right to acquire 77% majority ownership of Alcon in two steps and add this world leader in eye care to our portfolio. In July 2008, the first step was completed when Novartis acquired a 25% stake in Alcon for $10.4 billion in cash. The second step was subsequently completed on August 25, 2010 when we acquired Nestle's 52% majority stake for $28.3 billion in cash. Afterwards, on December 15, 2010, we announced that we had entered into a definitive agreement with Alcon to merge Alcon into Novartis, subject to certain approvals and conditions, which when completed would cause Alcon to be 100% owned by Novartis and enable Alcon to become a new division of Novartis focused on eye care. Under the terms of the agreement, the merger consideration will include up to 2.8 Novartis shares and a Contingent Value Amount (CVA) to be settled in cash that will in aggregate equal $168 per share. If the value of 2.8 Novartis shares is more than $168 the number of Novartis shares will be reduced accordingly. The total merger consideration for the non-controlling interest will be $12.9 billion, comprising of up to 215 million Novartis shares and a potential CVA to be settled in cash.

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        The merger is currently expected to be completed during the first half of 2011 and is conditional on clearance of a registration statement by the US Securities and Exchange Commission, two-thirds approval by the shareholders of each of Novartis and Alcon voting at their respective meetings and other customary closing conditions. Following the expected successful completion of the merger, Alcon is planned to be established as a new Novartis division that will include CIBA Vision and selected ophthalmic medicines.

        Novartis achieved net sales of $50.6 billion in 2010, while net income amounted to $10.0 billion. We invested $9.1 billion ($8.1 billion excluding impairment and amortization charges) in Research & Development in 2010.

        Headquartered in Basel, Switzerland, we employed 119,418 full-time equivalent associates, including 16,700 Alcon associates, as of December 31, 2010, and have operations in approximately 140 countries around the world.


Pharmaceuticals Division

        Our Pharmaceuticals Division researches, develops, manufactures, distributes and sells branded prescription medicines in the following therapeutic areas: Cardiovascular and Metabolism; Oncology; Neuroscience and Ophthalmics; Respiratory; Integrated Hospital Care; and Other additional products. The Pharmaceuticals Division is organized into global business franchises responsible for the development and marketing of various products, as well as a business unit called Novartis Oncology, responsible for the global development and marketing of oncology products. In 2010, the Pharmaceuticals Division accounted for $30.6 billion, or 60%, of Group net sales, and for $8.8 billion, or 72%, of Group operating income (excluding Corporate income and expense, net).


Vaccines and Diagnostics Division

        Our Vaccines and Diagnostics Division researches, develops, manufactures, distributes and sells preventive vaccines and diagnostic tools. Novartis Vaccines is a leading global developer and manufacturer of human vaccines. Key products include influenza, meningococcal, pediatric and travel vaccines. Novartis Diagnostics is a blood testing and molecular diagnostics business dedicated to preventing the spread of infectious diseases through novel blood-screening tools that protect the world's blood supply. In 2010, the Vaccines and Diagnostics Division accounted for $2.9 billion, or 6%, of Group net sales, and provided $612 million, or 5%, of the Group's operating income (excluding Corporate income and expense, net).


Sandoz Division

        Our Sandoz Division is a leading global generic pharmaceuticals company that develops, manufactures, distributes and sells prescription medicines, as well as pharmaceutical and biotechnological active substances, which are not protected by valid and enforceable third-party patents. The Sandoz Division has activities in Retail Generics, Anti-Infectives, Biopharmaceuticals and Oncology Injectables. In Retail Generics, Sandoz develops, manufactures, distributes and sells active ingredients and finished dosage forms of medicines, as well as supplying active ingredients to third parties. In Anti-Infectives, Sandoz develops, manufactures, distributes and sells active pharmaceutical ingredients and intermediates, mainly antibiotics, for internal use by Retail Generics and for sale to third-party customers. In Biopharmaceuticals, Sandoz develops, manufactures, distributes and sells protein- or biotechnology-based products (known as "biosimilars" or follow-on biologics) and sells biotech manufacturing services to other companies. In Oncology Injectables, Sandoz develops, manufactures, distributes and sells cytotoxic products for the hospital market. Sandoz offers approximately 1,000 compounds in more than 130 countries. In 2010, Sandoz accounted for $8.5 billion, or 17%, of Group net sales, and for $1.3 billion, or 10%, of Group operating income (excluding Corporate income and expense, net).

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Consumer Health Division

        Our Consumer Health Division consists of three business units: OTC (over-the-counter medicines), Animal Health and CIBA Vision. Each has its own research, development, manufacturing, distribution and selling capabilities. However, none are material enough to the Group to be separately disclosed as a segment. OTC offers readily available consumer medicine. Animal Health provides veterinary products for farm and companion animals. CIBA Vision markets contact lenses and lens care products. In 2010, the Consumer Health Division accounted for $6.2 billion, or 12%, of Group net sales, and for $1.2 billion, or 10%, of Group operating income (excluding Corporate income and expense, net).


Alcon, Inc

        Alcon, Inc. is an independent corporation listed on the New York Stock Exchange (NYSE: ACL), which discovers and develops innovative eye care products to improve the quality of life by helping people see better. Since our acquisition of Nestlé's remaining 52% share in Alcon on August 25, 2010, Novartis has been the 77% majority owner of Alcon. With the achievement of the 77% majority ownership, Novartis and Alcon have sought to create greater value together for all stakeholders through collaborations that would benefit both companies. On December 15, 2010, Novartis announced that it had entered into a definitive agreement with Alcon to merge Alcon into Novartis, subject to clearance of a registration statement by the US Securities and Exchange Commission, two-thirds approval by the shareholders of each of Novartis and Alcon voting at their respective meetings, and other customary closing conditions. Since the achievement of the 77% majority ownership, and until a 100% merger is completed, all collaborations between the companies are within the framework of arm's length transactions. In 2010, Alcon (consolidated since August 25, 2010) accounted for $2.4 billion, or 5%, of Group net sales, and for $323 million, or 3%, of Group operating income (excluding Corporate income and expense, net). For more information about Alcon see Alcon's 20-F at Item 4.B.


PHARMACEUTICALS

Overview

        Our Pharmaceuticals Division is a world leader in offering innovation-driven, patent-protected medicines to patients and physicians.

        The Pharmaceuticals Division researches, develops, manufactures, distributes and sells branded pharmaceuticals in the following therapeutic areas:

        The Pharmaceuticals Division is organized into global business franchises responsible for the marketing of various products as well as a business unit called Novartis Oncology responsible for the global development and marketing of oncology products. The Pharmaceuticals Division is the largest contributor among the four divisions of Novartis and reported consolidated net sales of $30.6 billion in 2010, which represented 60% of the Group's net sales.

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        The division is made up of approximately 80 affiliated companies which together employed 58,424 full-time equivalent associates as of December 31, 2010, and sell products in approximately 140 countries. The product portfolio of the Pharmaceuticals Division includes more than 60 key marketed products, many of which are leaders in their respective therapeutic areas. In addition, the division's portfolio of development projects includes 147 potential new products, and new indications or new formulations for existing products in various stages of clinical development.


Pharmaceuticals Division Products

        The following table and summaries describe certain key marketed products and recently launched products in our Pharmaceuticals Division. While we intend to sell all of our marketed products throughout the world, not all products and indications are currently available in every country. Compounds and new indications in development are subject to required regulatory approvals and, in certain instances, contractual limitations. These compounds and indications are in various stages of development throughout the world. For some compounds, the development process is ahead in the US; for others, development in one or more other countries or regions is ahead of that in the US. It may not be possible to obtain regulatory approval for any or all of the new compounds and new indications referred to in this Form 20-F in every country, or at all. In addition, for some of our products, we are required to conduct post-approval studies (Phase IV) to evaluate long-term effects or to gather information on the use of the products under special conditions. See "—Regulation" for further information on the approval process. Certain of the products listed below have lost patent protection or are otherwise subject to generic competition. Others are subject to patent challenges by potential generic competitors. See below and "—Intellectual Property" for further information on the patent status of our Pharmaceuticals Division's products.

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Key Marketed Products

 
Therapeutic area
  Product   Common name   Indication(1)   Formulation
Cardiovascular and Metabolism   Amturnide   Aliskiren, amlodipine besylate and hydrochlorothiazide   Hypertension   Tablet
     
    Diovan   valsartan   Hypertension
Heart failure
Post-myocardial infarction
  Capsule
Tablet
     
    Diovan HCT/
Co-Diovan
  valsartan and hydrochlorothiazide   Hypertension   Tablet
     
    Eucreas   vildagliptin and metformin   Type 2 diabetes   Tablet
     
    Exforge   valsartan and amlodipine besylate   Hypertension   Tablet
     
    Exforge HCT   valsartan, amlodipine besylate and hydrochlorothiazide   Hypertension   Tablet
     
    Galvus   vildagliptin   Type 2 diabetes   Tablet
     
    Lescol/
Lescol XL
  fluvastatin sodium   Hypercholesterolemia and mixed dyslipidemia in adults
Secondary prevention of major adverse cardiac events
Slowing the progression of atherosclerosis
Heterozygous familial hypercholesterolemia in children and adolescents
  Capsule
Tablet
     
    Lotensin/
Cibacen
  benazepril hydrochloride   Hypertension
Adjunct therapy in congestive heart failure
Progressive chronic renal insufficiency
  Tablet
     
    Lotensin
HCT/
Cibadrex
  benazepril hydrochloride and hydrochlorothiazide   Hypertension   Tablet
     
    Lotrel   amlodipine besylate and benazepril hydrochloride   Hypertension   Capsule
     
    Starlix   nateglinide   Type 2 diabetes   Tablet
     
    Tekturna/Rasilez   aliskiren   Hypertension   Tablet
     
    Tekturna HCT/Rasilez HCT   aliskiren and hydrochlorothiazide   Hypertension   Tablet
     
    Tekamlo   aliskiren and amlodipine besylate   Hypertension   Tablet
     
    Valturna   aliskiren and valsartan   Hypertension   Tablet
 

(1)   Not all indications are available in all countries.

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Therapeutic area
  Product   Common name   Indication(1)   Formulation
Oncology   Afinitor   everolimus   Advanced renal cell carcinoma after failure of treatment with VEGF-targeted therapy
SEGA associated with tuberous sclerosis
  Tablet
     
    Exjade   deferasirox   Chronic iron overload due to blood transfusions   Dispersible tablet for oral suspension
     
    Femara   letrozole   Hormone receptor positive early breast cancer in postmenopausal women following surgery (upfront adjuvant therapy)
Early breast cancer in post-menopausal women following standard tamoxifen therapy (extended adjuvant therapy)
Advanced breast cancer in post-menopausal women (both as first- and second-line therapies)
  Tablet
     
    Gleevec/
Glivec
  imatinib mesylate/imatinib   Certain forms of chronic myeloid leukemia
Certain forms of gastrointestinal stromal tumors
Certain forms of acute lymphoblastic leukemia
Dermatofibrosarcoma protuberans
Hypereosinophilic syndrome
Aggressive systemic mastocytosis
Myelodysplastic/myeloproliferative diseases
  Tablet
     
    Proleukin   aldesleukin   Metastatic renal cell carcinoma
Metastatic melanoma
  Lyophilized powder for IV infusion upon reconstitution and dilution
     
    Sandostatin
LAR &
Sandostatin
SC
  octreotide acetate for injectable suspension & octreotide acetate   Acromegaly
Symptom control for certain forms of neuroendocrine tumors
  Vial
Ampoule/pre-filled syringe
     
    Tasigna   nilotinib   Certain forms of chronic myeloid leukemia in patients resistant or intolerant to prior treatment including Gleevec/Glivec
First line CML
  Capsule
     
    Zometa   zoledronic acid   Skeletal-related events from bone metastases (cancer that has spread to the bones) hypercalcemia of malignancy   Vial
 

(1)   Not all indications are available in all countries.

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Therapeutic area
  Product   Common name   Indication(1)   Formulation
Neuroscience and Ophthalmics   Clozaril/
Leponex
  clozapine   Treatment-resistant schizophrenia
Prevention and treatment of recurrent suicidal behavior in patients with schizophrenia and psychotic disorders
  Tablet
     
    Comtan   entacapone   Parkinson's disease   Tablet
     
    Exelon & Exelon Patch   rivastigmine tartrate & rivastigmine transdermal system   Alzheimer's disease
Dementia associated with Parkinson's disease
  Capsule
Oral solution
Transdermal patch
     
    Extavia   interferon beta-1b   Relapsing forms of multiple sclerosis   Subcutaneous injection
     
    Fanapt   iloperidone   Schizophrenia   Tablet
     
    Focalin & Focalin XR   dexmethylphenidate HCl & dexmethylphenidate extended release   Attention deficit hyperactivity disorder   Tablet
Capsule
     
    Gilenya   fingolimod   Relapsing forms of multiple sclerosis   Capsule
     
    Lucentis   ranibizumab   Wet age-related macular degeneration
Visual impairment due to diabetic macular edema
  Intravitreal injection
     
    Ritalin & Ritalin LA   methylphenidate HCl & methylphenidate HCl modified release   Attention deficit hyperactivity disorder and narcolepsy
Attention deficit hyperactivity disorder
  Tablet
Capsule
     
    Stalevo   carbidopa, levodopa and entacapone   Parkinson's disease   Tablet
     
    Tegretol   carbamazepine   Epilepsy
Pain associated with trigeminal neuralgia
Acute mania and bipolar affective disorders
  Tablet
Chewable tablet
Oral suspension
Suppository
     
    Trileptal   oxcarbazepine   Epilepsy   Tablet
Oral suspension
     
    Visudyne   verteporfin   Wet age-related macular degeneration
Pathological myopia
Ocular histoplasmosis
  Vial, intravenous infusion activated by non-thermal laser light
     
    Zaditor/
Zaditen
  ketotifen   Allergic conjunctivitis   Eye drops
 

(1)   Not all indications are available in all countries.

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Therapeutic area
  Product   Common name   Indication(1)   Formulation
Respiratory   Foradil   formoterol   Asthma
Chronic obstructive pulmonary disease
  Aerolizer (capsules)
Aerosol
     
    Onbrez Breezhaler   indacaterol   Chronic obstructive pulmonary disease   Onbrez Breezhaler inhaler (powder in hard capsules for inhalation)
     
    Tobi   tobramycin   Pseudomonas aeruginosa infection in cystic fibrosis   Inhalation solution
     
    Xolair   omalizumab   Allergic asthma   Lyophilized powder for reconstitution as subcutaneous injection
 
Integrated Hospital Care   Cubicin   daptomycin   Complicated skin and soft tissue infections (cSSTI)
Right-sided endocarditis (RIE) due to Staphylococcus aureus
Staphylococcus aureus bacteremia when associated with RIE or cSSTI
  Powder for solution, injection or infusion
     
    Ilaris   canakinumab   Cryopyrin-associated periodic syndrome (CAPS)   Lyophilized powder for reconstitution for subcutaneous injection
     
    Myfortic   mycophenolic acid/mycophenolate sodium, USP   Prevention of graft rejection following kidney transplantation   Tablet
     
    Neoral/Sandimmune   cyclosporine, USP Modified   Prevention of rejection following certain organ transplantation
Non-transplantation autoimmune conditions such as severe psoriasis and severe rheumatoid arthritis
  Capsule
Oral solution
     
    Reclast/
Aclasta
  zoledronic acid/zoledronic acid 5 mg   Treatment of osteoporosis in postmenopausal women to reduce the incidence of hip, vertebral and non-vertebral fractures, and to increase bone mineral density
Prevention of clinical fractures after hip fracture in men and women
Treatment of osteoporosis in men
Treatment and prevention of glucocorticoid-induced osteoporosis
Prevention of postmenopausal osteoporosis
Treatment of Paget's disease of the bone
  Intravenous infusion
     
    Simulect   basiliximab   Prevention of acute organ rejection in de novo renal transplantation   Vial for injection or infusion
     
    Tyzeka/Sebivo   telbivudine   Chronic hepatitis B   Tablet
Oral solution
     
    Zortress/Certican   everolimus   Prevention of organ rejection (heart and kidney)   Tablet
Dispersible tablet for oral suspension
 
(1)   Not all indications are available in all countries.

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Therapeutic area
  Product   Common name   Indication(1)   Formulation
Other   Coartem/
Riamet
  artemether and lumefantrine   Plasmodium falciparum malaria or mixed infections that include Plasmodium falciparum
Standby emergency malaria treatment
  Tablet
Dispersible tablet for oral suspension
     
    Combipatch/
Estalis/Estalis Sequi
  estradiol hemihydrate and norethisterone acetate   Treatment of symptoms of estrogen deficiency in postmenopausal women with an intact uterus
Prevention of osteoporosis in postmenopausal women with an intact uterus
  Transdermal patch
     
    Elidel   pimecrolimus   Atopic dermatitis (eczema)   Cream
     
    Estraderm
TTS/
Estraderm
MX
  estradiol hemihydrate   Treatment of signs and symptoms of estrogen deficiency due to menopause
Prevention of accelerated postmenopausal bone loss
  Transdermal patch
     
    Estragest
TTS
Sequidot
  estradiol hemihydrate and norethisterone acetate   Treatment of symptoms of estrogen deficiency in postmenopausal women with an intact uterus
Prevention of postmenopausal osteoporosis in women with an intact uterus
  Transdermal patch
     
    Emselex   darifenacin   Overactive bladder   Tablet
     
    Famvir   famciclovir   Acute herpes zoster including ophthalmic herpes zoster and decreased duration of post herpetic neuralgia
Acute treatment of first episode and recurrent genital herpes infections, and for the suppression of recurrent genital herpes
Treatment of recurrent herpes labialis (cold sores)
Indicated in immuno- compromised patients with herpes zoster or herpes simplex infections
  Tablet
     
    Lamisil   terbinafine   Fungal infection of the skin and nails caused by dermatophyte fungi Tinea capitis
Fungal infections of the skin for the treatment of tinea corporis, tinea cruris, tinea pedis and yeast infections of the skin caused by the genus Candida (e.g. Candida albicans)
  Tablet
Cream
DermGel
Solution
Spray
     
    Miacalcin/
Miacalcic
  salmon calcitonin   Osteoporosis
Bone pain associated with osteolysis and/or osteopenia
Paget's disease
Neurodystrophic disorders (synonymous with algodystrophy or Sudeck's disease)
Hypercalcemia
  Nasal spray
Ampoule & multi-dose
Vial for injection or infusion
 

(1)   Not all indications are available in all countries.

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Therapeutic area
  Product   Common name   Indication(1)   Formulation
    Vivelle Dot/
Estradot
  estradiol hemihydrate   Estrogen replacement therapy for the treatment of the symptoms of menopause
Prevention of postmenopausal osteoporosis
  Transdermal patch
     
    Voltaren/Cataflam   diclofenac sodium/potassium/resinate/free acid   Inflammatory and degenerative forms of rheumatism
Post-traumatic and post-operative pain, inflammation and swelling
Painful and/or inflammatory conditions such as migraine, ear, nose and throat, or dysmenorrhoea
  Tablet
Capsule
Oral drop
Ampoule for injection
Suppository
Gel
Powder for oral solution
Transdermal patch
 

(1)   Not all indications are available in all countries.


Selected Leading Products

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Neuroscience and Ophthalmics

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Respiratory

Integrated Hospital Care

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Other Pharmaceuticals Products

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Compounds in Development

        The traditional model of development comprises three phases, which are defined as follows:

        Novartis, while essentially using the same model as a platform, has tailored the process to be simpler, more flexible and efficient. Our development paradigm consists of two parts: Exploratory and Confirmatory development. Exploratory development consists of clinical "proof of concept" (PoC) studies which are small clinical trials (typically 5-15 patients) that combine elements of traditional Phase I/II testing. These customized trials are designed to give early insights into issues such as safety, efficacy and toxicity for a drug in a given indication. Once a positive proof of concept has been established, the drug moves to the Confirmatory development stage. Confirmatory development has elements of traditional Phase II/III testing and includes trials aimed at confirming the safety and efficacy of the drug in the given indication leading up to submission of a dossier to health authorities for approval. Like traditional Phase III testing, this stage can also include trials which compare the drug to the current standard of care for the disease, in order to evaluate the drug's overall risk/benefit profile.

        The following table and paragraph summaries provide an overview of the key projects currently in the Confirmatory development stage within our Pharmaceuticals Division, including projects seeking to develop potential uses of new molecular entities, as well as potential additional indications or new formulations for already marketed products.


Selected Development Projects

 
Project/Product
  Common name   Mechanism of action   Potential indication/
Disease area
  Therapeutic
area
  Formulation/
Route of
administration
  Planned filing
dates/Current
phase
ACZ885   canakinumab   Anti IL-1b monoclonal antibody   Gouty arthritis   Integrated Hospital Care   Subcutaneous injection   EU (registration)
US (2011/III)
             
            Systemic onset juvenile idiopathic arthritis   Integrated Hospital Care       2011/III
             
            Type 2 diabetes mellitus   Cardiovascular and Metabolism       ³ 2015/II
             
            Secondary prevention of cardiovascular events   Cardiovascular and Metabolism       ³ 2015/II
 
AEB071   sotrastaurin   Protein kinase C inhibitor   Prevention of organ rejection   Integrated Hospital Care   Oral   2014/II
             
            Psoriasis   Integrated Hospital Care       ³ 2015/II
 

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Project/Product
  Common name   Mechanism of action   Potential indication/
Disease area
  Therapeutic
area
  Formulation/
Route of
administration
  Planned filing
dates/Current
phase
AFQ056   TBD   Metabotropic glutamate receptor 5 antagonist   Fragile X syndrome   Neuroscience
And
Ophthalmics
  Oral   2012/II
             
            L-dopa induced dyskinesia in Parkinson's disease           2013/II
 
AGO178   agomelatine   MT1 and MT2 agonist and 5-HT2c antagonist   Major depressive disorder   Neuroscience
And
Ophthalmics
  Oral dispersible   2012/III
 
AIN457   secukinumab   Anti IL-17 monoclonal antibody   Arthritidies (Rheumatoid arthritis, Ankylosing Spondylitis, Psoriatic Arthritis)   Integrated Hospital Care   Lyophilized powder in vial;
Intravenous infusion, subcutaneous injection
  2013/II
             
            Psoriasis           2013/II
             
            Non-infectious uveitis   Neuroscience
And
Ophthalmics
      2013/III
 
ATI355   TBD   Anti NOGO-A mAb   Spinal cord injury   Neuroscience
And
Ophthalmics
  Intrathecal spinal infusion   ³ 2015/I
 
BAF312   TBD   Sphingosine-1-phosphate (S1P) receptor modulator   Multiple sclerosis   Neuroscience
And
Ophthalmics
  Tablet   ³ 2015/II
 
BEZ235   TBD   P13K/mTOR inhibitor   Solid tumors   Oncology   Oral   2014/I
 
BGS649   TBD   Aromatase inhibitor   Refractory endometriosis   Integrated Hospital Care   Tablet   2014/II
 
BKM120   TBD   P13K inhibitor   Solid tumors   Oncology   Oral   2014/I
 
CAD106   TBD   Beta-amyloid-protein immunotherapy   Alzheimer's disease   Neuroscience
And
Ophthalmics
  Subcutaneous,
intramuscular injection
  ³ 2015/II
 
DEB025   alisporivir   Cyclophilin inhibitor   Chronic hepatitis C   Integrated Hospital Care   Oral   2013/II
 
Elidel   pimecrolimus   Topical calcineurin inhibitor   Atopic dermatitis in infants   Other   Cream   2011/III
 
Exjade   deferasirox   Iron chelator   Non-transfusion dependent thalassemia   Oncology   Oral   2011/II
 
Gilenya   fingolimod   Sphingosine-1-phosphate (S1P) receptor modulator   Multiple sclerosis   Neuroscience
And
Ophthalmics
  Tablet   US (approved),
EU (registration)
 
HCD122   TBD   Anti-CD40 monoclonal antibody   Hematological tumors   Oncology   Intravenous   ³ 2015/I
 
INC424   ruxolitinib   Janus kinase (JAK) inhibitor   Myelofibrosis   Oncology   Oral   2011/III
             
            Polycythemia vera           2014/III
 
Joicela   lumiracoxib   Cyclooxygenase type 2 inhibitor   Osteoarthritis   Integrated Hospital Care   Oral   EU (registration)
 

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Project/Product
  Common name   Mechanism of action   Potential indication/
Disease area
  Therapeutic
area
  Formulation/
Route of
administration
  Planned filing
dates/Current
phase
LBH589   panobinostat   Histone deactelylase inhibitor   Hodgkin's lymphoma   Oncology   Oral   US (registration),
EU (2011/III)
             
            Multiple myeloma           2013/III
             
            Hematological cancers           ³ 2015/II
 
LCQ908   TBD   Diacylglycerol acyl transferase-1 inhibitor   Metabolic diseases   Cardiovascular and Metabolism   Tablet   2014/II
 
LCZ696   TBD   Angiotensin receptor- Neprilysin Inhibitor   Heart failure   Cardiovascular and Metabolism   Oral   2014/III
             
            Hypertension           2014/II
 
LDE225   TBD   Smoothened receptor/
hedgehog signaling inhibitors
  Gorlin's syndrome   Integrated Hospital Care   Cream   2012/II
             
        Oral smoothed inhibitor   Solid tumors   Oncology   Oral   2014/I
 
Lucentis   ranibizumab   Anti-VEGF monoclonal antibody fragment   Retinal vein occlusion   Neuroscience
And
Ophthalmics
  Intravitreal injection   EU (registration)
             
            Pathological myopia           2012/III
 
NIC002   TBD   Nicotine Qbeta therapeutic vaccine   Smoking cessation   Respiratory   Injection   ³ 2015/II
 
NVA237   glycopyrronium bromide   Long-acting muscarinic antagonist   Chronic obstructive pulmonary disease   Respiratory   Inhalation   2011/III
 
PKC412   midostaurin   Signal transduction inhibitor   Aggressive systemic mastocytosis   Oncology   Oral   2013/II
             
            Acute myeloid leukemia           2014/III
 
PRT128   elinogrel   P2Y12 inhibitor   Acute coronary syndrome, chronic coronary heart disease   Cardiovascular and Metabolism   Intravenous infusion, oral   ³ 2015/II
 
PTK796   omadacycline   Inhibition of bacterial protein synthesis   Acute bacterial skin and skin structure infections, community-acquired bacterial pneumonia   Integrated Hospital Care   Intravenous infusion, oral   2012/III
 
QAB149   indacaterol   Long-acting beta-2 agonist   Chronic obstructive pulmonary disease   Respiratory   Inhalation   EU (approved)
US (registration)
 
QMF149   indacaterol and mometasone furoate   Long-acting beta-2 agonist and inhaled corticosteroid   Chronic obstructive pulmonary disease   Respiratory   Inhalation   2014/II
             
            Asthma           2014/II
 
QTI571 (Glivec)   imatinib mesylate   Protein tyrosine kinase inhibitor   Pulmonary arterial hypertension   Respiratory   Oral   2011/III
 
QVA149   indacaterol and glycopyrronium bromide   Long-acting beta-2 agonist and long-acting muscarinic antagonist   Chronic obstructive pulmonary disease   Respiratory   Inhalation   2012/III
 

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Project/Product
  Common name   Mechanism of action   Potential indication/
Disease area
  Therapeutic
area
  Formulation/
Route of
administration
  Planned filing
dates/Current
phase
RAD001 (Afinitor)   everolimus   mTOR inhibitor   Tuberous sclerosis complex—subependymal giant cell astrocytomas   Oncology   Tablet   US (approved)
EU (registration)
             
            Neuroendocrine tumors           US, EU (registration)
             
            Tuberous sclerosis complex—Angiomyolipoma           2011/III
             
            Breast cancer, estrogen receptor positive           2012/III
             
            Advanced gastric cancer           2012/III
             
            Breast cancer Her2-over-expressing, 1st line           2013/III
             
            Breast Her2-over-
expressing 2nd/3rd line
          2013/III
             
            Hepatocellular cancer           2013/III
             
            Diffuse large B-cell lymphoma           2015/III
 
RLX030   TBD   Vascular modulator   Acute heart failure   Cardiovascular and Metabolism   Intravenous infusion   2013/III
 
SMC021   salmon calcitonin   Regulation of calcium homeostasis and inhibition of osteoclast activity   Osteoporosis   Integrated Hospital Care   Oral   2011/III
         
        Protects articular cartilage and strengthens subchondral bone   Osteoarthritis           2011/III
 
SOM230   pasireotide   Somatostatin analogue   Cushing's disease   Oncology   Subcutaneous injection   EU (registration),
US (2011/III)
             
            Acromegaly       Intramuscular injection (monthly depot)   2011/III
             
            Refractory/resistant carcinoid syndrome       Intramuscular injection (monthly depot)   2012/III
 
Tasigna   nilotinib   Signal transduction inhibitor   metastatic melanoma with c-KIT mutation   Oncology   Capsule   2012/III
             
            First line metastatic gastrointestinal stromal tumor           2014/III
 
TBM100   tobramycin inhalation powder   Aminoglycoside antibiotic   Pseudomonas aeruginosa infection in cystic fibrosis patients   Respiratory   Dry powder inhalation   EU (registration)
US (2011/III)
 
Tekturna ALTITUDE   aliskiren   Direct renin inhibitor   Renal and cardiovascular events in type 2 diabetes   Cardiovascular and Metabolism   Tablet   2012/III
 

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Project/Product
  Common name   Mechanism of action   Potential indication/
Disease area
  Therapeutic
area
  Formulation/
Route of
administration
  Planned filing
dates/Current
phase
Tekturna ATMOSPHERE   aliskiren   Direct renin inhibitor   Chronic Heart failure   Cardiovascular and Metabolism   Tablet   2013/III
 
Tekturna/Rasilez single-pill combination   aliskiren and amlodipine besylate   Direct renin inhibitor and calcium channel blocker   Hypertension   Cardiovascular and Metabolism   Tablet   US (approved)
EU (registration)
 
Tekturna/Rasilez single-pill combination   aliskiren, amlodipine besylate and hydrochlorothiazide   Direct renin inhibitor, calcium channel blocker and diuretic   Hypertension   Cardiovascular and Metabolism   Tablet   US (approved) EU (registration)
 
TKI258   dovitinib lactate   VEGFR1-3, FGFR 1-3, PDGFR angiogenesis inhibitor   Solid tumors   Oncology   Oral   2013/II
 
Xolair   omalizumab   Anti-IgE monoclonal antibody   Chronic idiopathic urticaria   Respiratory   Lyophilized powder for reconstitution as subcutaneous injection   2013/II
 
Zortress/Certican   everolimus   mTOR inhibitor   Prevention of organ rejection—liver   Integrated Hospital Care   Oral   2011/III
 

Key Compounds in Development (select products in Phases II, III and Registration)

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Projects Terminated in 2010


Principal Markets

        The Pharmaceuticals Division has a commercial presence in approximately 140 countries worldwide, but net sales are generally concentrated in the US, Europe and Japan, which together accounted for 80% of 2010 net sales. At the same time, sales from fast growing "emerging growth markets" have become increasingly important to us. See "Item 5. Operating and Financial Review and Prospects—5.A Operating Results—Factors Affecting Results of Operations—Fundamental Drivers Remain Strong—Growth of Emerging Markets." The following table sets forth certain data relating to our principal markets in the Pharmaceuticals Division.

Pharmaceuticals
  2010 Net sales to
third parties
 
 
  $ millions
  %
 

United States

    10,043     33  

Americas (except the United States)

    2,918     9  

Europe

    10,877     36  

Japan

    3,344     11  

Rest of the World

    3,376     11  
           

Total

    30,558     100  
           

        Many of our Pharmaceuticals Division's products are used for chronic conditions that require patients to consume the product over long periods of time, from months to years. Net sales of the vast majority of our products are not subject to material changes in seasonal demand.


Production

        The primary goal of our manufacturing and supply chain management program is to ensure the uninterrupted, timely and cost-effective supply of products that meet all product specifications. We manufacture our products at 6 bulk chemical and 13 pharmaceutical production facilities as well as three biotechnology sites. Bulk chemical production involves the manufacture of therapeutically active compounds, mainly by chemical synthesis or by biological processes such as fermentation. Pharmaceutical production involves the manufacture of "galenical" forms of pharmaceutical products such as tablets, capsules, liquids, ampoules, vials and creams. Major bulk chemical sites are located in Schweizerhalle,

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Switzerland; Grimsby, UK; Ringaskiddy, Ireland and Changshu, China. Significant pharmaceutical production facilities are located in Stein, Switzerland; Wehr, Germany; Singapore; Torre, Italy; Barbera, Spain; Suffern, New York; Sasayama, Japan and in various other locations. Our three biotechnology plants are in Huningue, France; Basel, Switzerland and Vacaville, California.

        During clinical trials, which can last several years, the manufacturing process for a particular product is rationalized and refined. By the time clinical trials are completed and products are launched, the manufacturing processes have been extensively tested and are considered stable. However, improvements to these manufacturing processes may continue over time.

        Raw materials for the manufacturing process are either produced in-house or purchased from a number of third-party suppliers. Where possible, our policy is to maintain multiple supply sources so that the business is not dependent on a single or limited number of suppliers. However, our ability to do so may at times be limited by regulatory or other requirements. We monitor market developments that could have an adverse effect on the supply of essential materials. Our suppliers of raw materials are required to comply with Novartis quality standards.

        The manufacture of our products is heavily regulated by governmental health authorities around the world, including the FDA In addition to regulatory requirements, many of our products involve technically complex manufacturing processes or require a supply of highly specialized raw materials. For some products and raw materials, we may also rely on a single source of supply.

        We have implemented a global manufacturing strategy to maximize business continuity in case of such events or other unforeseen catastrophic events. However, there can be no guarantee that we will be able to successfully manage such issues when they arise.


Marketing and Sales

        The Pharmaceuticals Division serves customers with approximately 5,107 field force representatives in the US (including supervisors), and an additional 19,296 in the rest of the world, as of December 31, 2010. These trained representatives, where permitted by law, present the therapeutic and economic benefits of our products to physicians, pharmacists, hospitals, insurance groups and managed care organizations. We are seeing the increasing influence of customer groups beyond the prescribers, and Novartis is responding by adapting our business practices.

        Although specific distribution patterns vary by country, Novartis generally sells its prescription drugs primarily to wholesale and retail drug distributors, hospitals, clinics, government agencies and managed healthcare providers.

        In the US, certain products can be advertised by way of television, newspaper and magazine advertising. Novartis also pursues co-promotion/co-marketing opportunities as well as licensing and distribution agreements with other companies when legally permitted as well as economically attractive.

        Since the implementation of a new US business model in 2008, Novartis has been able to better address customer needs and differences in local market dynamics. The model allows the regional sales forces to be tailored to reach healthcare practitioners in different ways. New account manager positions focused on reaching numerous stakeholders in the treatment decision pathway have been created, and we have geographically adjusted the placement of our representatives to match the local demand for products.

        The marketplace for healthcare is evolving with the consumer becoming a more influential stakeholder in their healthcare decisions and looking for solutions to meet their changing needs. Where permitted by law, Novartis is seeking to tap into the power of the patient, delivering innovative solutions to drive loyalty and engagement.

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Competition

        The global pharmaceutical market is highly competitive, and we compete against other major international corporations with substantial financial and other resources, which sell branded prescription pharmaceutical products. Competition within the industry is intense and extends across a wide range of commercial activities, including pricing, product characteristics, customer service, sales and marketing, and research and development.

        As is the case with other pharmaceutical companies selling patented pharmaceuticals, Novartis faces ever-increasing challenges from companies selling generic forms of our products following the expiry of patent protection, or of products which compete with our products. Generic companies may also gain entry to the market through successfully challenging our patents, but we vigorously use legally permissible remedies to defend our patent rights from generic challenges. In addition, we also face competition from over-the-counter (OTC) products that do not require a prescription from a physician.


Research and Development

        We are among the leaders in the pharmaceuticals industry in terms of research and development investment. In 2010, we invested approximately $7.1 billion ($6.2 billion excluding impairment and amortization charges) in Pharmaceuticals Division research and development, which represented 23% of the division's total net sales. Our Pharmaceuticals Division invested $5.8 billion ($5.7 billion excluding impairment and amortization charges) and $5.7 billion ($5.3 billion excluding impairment and amortization charges) in research and development in 2009 and 2008 respectively. There are currently 147 projects in clinical development.

        The discovery and development of a new drug is a lengthy process, usually requiring 10 to 15 years from the initial research to bringing a drug to market, including six to eight years from Phase I clinical trials to market. At each of these steps, there is a substantial risk that a compound will not meet the requirements to progress further. In such an event, we may be required to abandon a compound in which we have made a substantial investment.

Research program

        Our Research program is responsible for the discovery of new medicines. In 2003, we established the Novartis Institutes for BioMedical Research (NIBR).

        At NIBR's headquarters in Cambridge, Massachusetts, more than 1,850 scientists and associates conduct research into disease areas such as cardiovascular and metabolism disease, infectious disease, oncology, muscle disorders and ophthalmology. An additional 4,500 scientists and technology experts conduct research in Switzerland, UK, Austria, Italy, Singapore, China and three other US sites. Research is conducted at these sites in the areas of neuroscience, autoimmune disease, oncology, cardiovascular disease, dermatology, gastrointestinal disease and respiratory disease. In addition, research platforms such as the Center for Proteomic Chemistry are headquartered in the NIBR site in Basel, Switzerland. In January 2010, Novartis integrated four Corporate Research Institutes into NIBR: the Novartis Institute for Tropical Diseases (NITD) in Singapore; Novartis Vaccines for Global Health (NVGH) in Siena, Italy; the Frederich Miescher Institute (FMI), in Basel, Switzerland; and the Genomics Institute of the Novartis Research Foundation, in La Jolla, California. These four institutes focus on basic genetic and genomic research as well as research into diseases of the developing world such as malaria, tuberculosis, dengue and typhoid fever.

        In October 2010, we announced that we would invest $600 million over the next five years to build new laboratory and office space in Cambridge on an area of land close to our research facilities on Massachusetts Avenue.

        Our principal goal is to discover new medicines for diseases with high unmet medical need. To do this we focus our work in areas where we have sufficient scientific understanding and believe we have the

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potential to dramatically change the practice of medicine. This requires the hiring and retention of the best talent, a focus on fundamental disease mechanisms that are relevant across different disease areas, continuous improvement in technologies for drug discovery and potential therapies, close alliance with clinical colleagues, and the establishment of appropriate external complementary alliances.

        All drug candidates are taken to the clinic via "proof-of-concept" trials to enable rapid testing of the fundamental efficacy of the drug while collecting basic information on pharmacokinetics, safety and tolerability, and adhering to the guidance for early clinical testing set forth by health authorities.

        Over the past five years, the output from NIBR has grown progressively. The portfolio of pre-clinical and early clinical New Molecular Entities has increased more than 60%, and 50% of compounds from NIBR are succeeding in Phase II clinical trials. In addition, biologic medicines—antibodies and protein therapeutics—have grown to constitute 30% of NIBR's pre-clinical portfolio.

Development program

        The focus of our Development program is to determine whether new drugs are safe and effective in humans. As previously described (see "—Compounds in Development"), we view the development process as generally consisting of an Exploratory phase where a "proof of concept" is established, and a Confirmatory phase where this concept is confirmed in large numbers of patients. Within this paradigm, clinical trials of drug candidates generally proceed through the traditional three phases: I, II and III. In Phase I clinical trials, a drug is usually tested with about 5 to 15 patients. The tests study the drug's safety profile, including the safe dosage range. The studies also determine how a drug is absorbed, distributed, metabolized and excreted, and the duration of its action. In Phase II clinical trials, the drug is tested in controlled studies of approximately 100 to 300 volunteer patients to assess the drug's effectiveness and safety, and to establish a proper dose. In Phase III clinical trials, the drug is further tested on larger numbers of volunteer patients in clinics and hospitals. In each of these phases, physicians monitor volunteer patients closely to assess the drug's safety and efficacy. The vast amount of data that must be collected and evaluated makes clinical testing the most time-consuming and expensive part of new drug development. The next stage in the drug development process is to seek registration for the new drug. See "—Regulation."

Novartis Molecular Diagnostics

        Recent advances in biology and bioinformatics have lead to a much deeper understanding of the genetic underpinnings of disease and drug targets. Novartis Molecular Diagnostics (MDx), an integrated unit within Novartis Pharmaceuticals, is working to capitalize on these scientific advances to develop innovative diagnostic tests which potentially could improve physicians' ability to optimize patient outcomes and may enable physicians to administer the right treatment to the right patient at the right time.

        At its core, Novartis MDx is rooted in the company's leadership in drug discovery and development, and advancing "personalized medicine" is a key component of the company's strategy. Working closely with, and building on the strong science of NIBR and our Pharmaceuticals Division, MDx works to bring the full power of our internal capabilities and resources to bear in an effort to develop and commercialize important new diagnostic tests to support our development products and disease areas. Additionally, MDx strategically works with external collaborators to leverage technologies and capabilities that fit our diagnostic requirements.

        Our strategy is focused on addressing unmet medical need regardless of market size, and we have a robust and expanding portfolio of molecular diagnostic programs. MDx is aiming for multiple launches over the next few years.

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Alliances and acquisitions

        Our Pharmaceuticals Division enters into business development agreements with other pharmaceutical and biotechnology companies and with academic institutions in order to develop new products and access new markets. We license products that complement our current product line and are appropriate to our business strategy. Therapeutic area strategies have been established to focus on alliances and acquisition activities for key disease areas/indications that are expected to be growth drivers in the future. We review products and compounds we are considering licensing using the same criteria as we use for our own internally discovered drugs.


Regulation

        The international pharmaceutical industry is highly regulated. Regulatory authorities around the world administer numerous laws and regulations regarding the testing, approval, manufacturing, importing, labeling and marketing of drugs, and also review the safety and efficacy of pharmaceutical products. In particular, extensive controls exist on the non-clinical and clinical development of pharmaceutical products. These regulatory requirements, and the implementation of them by local health authorities around the globe, are a major factor in determining whether a substance can be developed into a marketable product, and the amount of time and expense associated with that development.

        Health authorities, including those in the US, EU, Switzerland and Japan, have high standards of technical evaluation. The introduction of new pharmaceutical products generally entails a lengthy approval process. Of particular importance is the requirement in all major countries that products be authorized or registered prior to marketing, and that such authorization or registration be subsequently maintained. In recent years, the registration process has required increased testing and documentation for clearance of new drugs, with a corresponding increase in the expense of product introduction.

        To register a pharmaceutical product, a registration dossier containing evidence establishing the quality, safety and efficacy of the product must be submitted to regulatory authorities. Generally, a therapeutic product must be registered in each country in which it will be sold. In every country, the submission of an application to a regulatory authority does not guarantee that approval to market the product will be granted. Although the criteria for the registration of therapeutic drugs are similar in most countries, the formal structure of the necessary registration documents and the specific requirements, including risk tolerance, of the local health authorities varies significantly from country to country. It is possible that a drug can be registered and marketed in one country while the registration authority in another country may, prior to registration, request additional information from the pharmaceutical company or even reject the product. It is also possible that a drug may be approved for different indications in different countries.

        The registration process generally takes between six months and several years, depending on the country, the quality of the data submitted, the efficiency of the registration authority's procedures and the nature of the product. Many countries provide for accelerated processing of registration applications for innovative products of particular therapeutic interest. In recent years, intensive efforts have been made among the US, the EU and Japan to harmonize registration requirements in order to achieve shorter development and registration times for medical products. However, the requirement in many countries to negotiate selling prices or reimbursement levels with government regulators can substantially extend the time until a product may finally be launched to the market.

        The following provides a summary of the regulatory processes in the principal markets served by Pharmaceuticals Division affiliates:

United States

        In the US, applications for drug registration are submitted to and reviewed by the FDA. The FDA regulates the testing, manufacturing, labeling and approval for marketing of pharmaceutical products

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intended for commercialization in the US. The FDA continues to monitor the safety of pharmaceutical products after they have been approved for marketing in the US market. The pharmaceutical development and registration process is typically intensive, lengthy and rigorous. When a pharmaceutical company has gathered data which it believes sufficiently demonstrates a drug's quality, safety and efficacy, then the company may file a New Drug Application (NDA) or biologics license application (BLA), as applicable, for the drug. The NDA or BLA must contain all the scientific information that has been gathered about the drug and typically includes information regarding the clinical experiences of patients tested in the drug's clinical trials. A Supplemental New Drug Application (sNDA) or BLA amendment must be filed for new indications for a previously approved drug.

        Once an NDA or BLA is submitted, the FDA assigns reviewers from its biopharmaceutics, chemistry, clinical microbiology, pharmacology/toxicology, and statistics staff. After a complete review, these content experts then provide written evaluations of the NDA or BLA. These recommendations are consolidated and are used by the Senior FDA staff in its final evaluation of the NDA/BLA. Based on that final evaluation, FDA then provides to the NDA or BLA's sponsor an approval, or a "complete response" letter if the NDA or BLA application is not approved. If not approved, the letter will state the specific deficiencies in the NDA or BLA which need to be addressed. The sponsor must then submit an adequate response to the deficiencies in order to restart the review procedure.

        Once the FDA has approved an NDA or BLA or sNDA or BLA amendment, the company can make the new drug available for physicians to prescribe. The drug owner must submit periodic reports to the FDA, including any cases of adverse reactions. For some medications, the FDA requires additional post-approval studies (Phase IV) to evaluate long-term effects or to gather information on the use of the product under special conditions.

        Throughout the life cycle of a product, the FDA also requires compliance with standards relating to good laboratory, clinical, manufacturing and promotional practices.

European Union

        In the EU, there are three main procedures for application for authorization to market pharmaceutical products in the EU Member States, the Centralized Procedure, the Mutual Recognition Procedure and the Decentralized Procedure. It is also possible to obtain a national authorization for products intended for commercialization in a single EU member state only, or for additional indications for licensed products.

        Under the Centralized Procedure, applications are made to the European Medicines Agency (EMA) for an authorization which is valid for the European Community. The Centralized Procedure is mandatory for all biotechnology products and for new chemical entities in cancer, neurodegenerative disorders, diabetes and AIDS, autoimmune diseases or other immune dysfunctions and optional for other new chemical entities or innovative medicinal products or in the interest of public health. When a pharmaceutical company has gathered data which it believes sufficiently demonstrates a drug's quality, safety and efficacy, then the company may submit an application to the EMA. The EMA then receives and validates the application, and appoints a Rapporteur and Co-Rapporteur to review it. The entire review cycle must be completed within 210 days, although there is a "clock stop" at day 120, to allow the company to respond to questions set forth in the Rapporteur and Co-Rapporteur's Assessment Report. When the company's complete response is received by the EMA, the clock restarts on day 121. If there are further aspects of the dossier requiring clarification, the EMA will then request an Oral Explanation on day 180, in which the sponsor must appear before the EMA's Scientific Committee (the CHMP) to provide the requested additional information. On day 210, the CHMP will then take a vote to recommend the approval or non-approval of the application. The final decision under this Centralized Procedure is an EU Community decision which is applicable to all Member States. This decision occurs on average 60 days after a positive CHMP recommendation.

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        Under the Mutual Recognition Procedure (MRP), the company first obtains a marketing authorization from a single EU member state, called the Reference Member State (RMS). In the Decentralized Procedure (DCP) the application is done simultaneously in selected or all Member States if a medicinal product has not yet been authorized in a Member State. During the DCP, the RMS drafts an Assessment Report within 120 days. Within an additional 90 days the Concerned Member States (CMS) review the application and can issue objections or requests for additional information. On Day 90, each CMS must be assured that the product is safe and effective, and that it will cause no risks to the public health. Once an agreement has been reached, each Member State grants national marketing authorizations for the product.

        After the Marketing Authorizations have been granted, the company must submit periodic safety reports to the EMA (if approval was granted under the Centralized Procedure) or to the National Health Authorities (if approval was granted under the DCP or the MRP). In addition, several Pharmacovigilance measures must be implemented and monitored including Adverse Event collection, evaluation and expedited reporting and implementation as well as up-date of Risk Management Plans.

        European Marketing Authorizations have an initial duration of five years. After this time, the Marketing Authorization may be renewed by the competent authority on the basis of re-evaluation of the risk/benefit balance. Once renewed the Marketing Authorization is valid for an unlimited period. Any Marketing Authorization which is not followed within three years of its granting by the actual placing on the market of the corresponding medicinal product shall cease to be valid.

Japan

        In Japan, applications for new products are made through the Pharmaceutical and Medical Devices Agency (PMDA). Once an NDA is submitted, a review team is formed consisting of specialized officials of the PMDA, including chemistry/manufacturing, non-clinical, clinical and biostatistics. While a team evaluation is carried out, a data reliability survey and Good Clinical Practice inspection are carried out by the Office of Conformity Audit of the PMDA. Team evaluation results are passed to the PMDA's external experts who then report back to the PMDA. After a further team evaluation, a report is provided to the Ministry of Health, Labor and Welfare (MHLW), which makes a final determination for approval and refers this to the Council on Drugs and Foods Sanitation which then advises the MHLW on final approvability. Marketing and distribution approvals require a review to determine whether or not the product in the application is suitable as a drug to be manufactured and distributed by a person who has obtained a manufacturing and distribution business license for the type of drug concerned and confirmation that the product has been manufactured in a plant compliant with Good Manufacturing Practices.

        Once the MHLW has approved the application and has listed its national health insurance price, the company can make the new drug available for physicians to prescribe and obtain reimbursement. For some medications, the MHLW requires additional post-approval studies (Phase IV) to evaluate safety, effects and/or to gather information on the use of the product under special conditions. The MHLW also requires the drug's sponsor to submit periodic safety update reports. Within three months from the specified re-examination period, which is designated at the time of the approval of the application for the new product, the company must submit a re-examination application to enable the drug's safety and efficacy to be reassessed against approved labeling by the PMDA.


Price Controls

        In most of the markets where we operate, the prices of pharmaceutical products are subject to both direct and indirect price controls and to drug reimbursement programs with varying price control mechanisms. Due to increasing political pressure and governmental budget constraints, we expect these mechanisms to remain in place—and to perhaps even be strengthened—and to have a negative influence on the prices we are able to charge for our products.

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        We expect that pressures on pricing will continue worldwide, and may increase. Because of these pressures, there can be no certainty that in every instance we will be able to charge prices for a product that, in a particular country or in the aggregate, enable us to earn an adequate return on our investment in that product.


Intellectual Property

        We attach great importance to patents, trademarks, and know-how in order to protect our investment in research and development, manufacturing and marketing. It is our policy to seek the broadest protection available under applicable laws for significant product developments in all major markets. Among other things, patents may cover the products themselves, including the product's active ingredient and its formulation. Patents may cover processes for manufacturing a product, including processes for manufacturing intermediate substances used in the manufacture of the products. Patents may also cover particular uses of a product, such as its use to treat a particular disease, or its dosage regimen. In addition, patents may cover assays or tests for certain diseases or biomarkers, which will improve patient outcomes when administered certain drugs.

        The protection offered by such patents extends for varying periods depending on the grant, duration and enforceability of patents in the various countries. The protection afforded, which may vary from country to country, depends upon the type of patent and its scope of coverage. The duration of the protection will further depend on the patent expiry date and on the availability of patent term extensions, as well as other regulatory provisions for exclusivity such as data exclusivity, orphan drug status and pediatric exclusivity.

        The following is a summary of the patent expiration dates for certain key products of our Pharmaceuticals Division:

Cardiovascular and Metabolism

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Oncology

Neuroscience and Ophthalmics

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Respiratory

Integrated Hospital Care

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Other Pharmaceutical Products

        The loss of patent protection can have a significant adverse impact on our Pharmaceuticals Division. We work to offset these negative effects by developing process and product improvements, protecting those improvements with patents, by positioning many of our products in specific market niches, and marshalling our efforts to discover new therapeutic compounds. However, there can be no assurance that these strategies will be effective in the future to ensure competitive advantage, or that we will be able to avoid substantial adverse effects from the loss of patent protection in the future.

        There is also a risk that some countries, particularly countries in the developing world, may seek to impose limitations on the availability of patent protection for pharmaceutical products, or on the extent to which such protections may be enforced. In countries that adopt such measures, generic manufacturers will be able to introduce competing products earlier than they otherwise would under a patent protection regime.

        In addition, even though we may own or license patents protecting our products, and conduct pre-launch freedom-to-operate analyses, a third party may nevertheless claim that one of our products infringes an unlicensed third-party patent.


VACCINES AND DIAGNOSTICS

        Our Vaccines and Diagnostics Division is a leader in the research, development, manufacturing and marketing of vaccines and diagnostic tools worldwide. As of December 31, 2010, the Vaccines and Diagnostics Division employed 5,394 full-time equivalent associates worldwide in 30 countries. In 2010, the Vaccines and Diagnostics Division had consolidated net sales of $2.9 billion representing 6% of total Group net sales.

        The Novartis Vaccines and Diagnostics Division is a leading manufacturer of human vaccines, and is growing at double-digit rates. Novartis Vaccines' products include influenza, meningococcal, pediatric, adult and travel vaccines. Novartis Diagnostics is dedicated to preventing the spread of infectious diseases through the development and marketing of nucleic acid technology blood-screening products, and is also creating innovative diagnostics to detect, prevent, and predict disease and improve medical outcomes.

        The current product portfolio of our Vaccines and Diagnostics Division includes more than 20 marketed products. In addition, the division's portfolio of development projects includes more than 15 potential new products in various stages of clinical development.

        Influenza vaccines are a core franchise of the Division, with brands that include Fluvirin, Fluad, Agrippal, AgriFlu and Optaflu. Additionally, during the 2009-2010 A (H1N1) pandemic, Novartis offered three pandemic products, an A (H1N1) non-adjuvanted vaccine manufactured using the Fluvirin platform,

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Focetria and Celtura. Today Novartis is among the world's largest producers of influenza vaccines, and a major supplier to the US, UK, Italy, Germany and other countries. According to the World Health Organization, every year an estimated 3 million to 5 million people worldwide become seriously ill from influenza, and as many as 500,000—primarily children and the elderly—die from the ensuing complications. This year, we began shipping seasonal vaccine in August, and completed our entire shipment of 45 million doses to the US for the 2010/2011 season in October 2010, earlier than in previous years and ahead of many competitors.

        We continued to see strong clinical results supporting licensing applications for the broader use of Fluad, our adjuvanted seasonal vaccine currently available for the elderly in Europe and in countries in other regions. In October 2010, we presented data that demonstrated Fluad provided increased clinical protection against seasonal influenza in children as compared to traditional non-adjuvanted trivalent seasonal influenza vaccine, thus supporting potential expansion of its age indication and into additional markets including the US.

        In the first half of 2010, we completed the distribution of A (H1N1) vaccine, meeting our commitments to government customers and helping to protect millions against the pandemic virus strain. The rapid production and distribution of these vaccines—which began within four months of the World Health Organization's pandemic declaration on June 11, 2009—was an unprecedented, one-time event. While the A (H1N1) pandemic has concluded, we continue our work of developing pre-pandemic vaccines with the potential to protect the global population against possible future pandemics. In September 2010, the CHMP issued a positive opinion for Aflunov, an investigational pre-pandemic avian influenza vaccine, for active immunization against H5N1 subtype of Influenza A virus in adults 18 years of age and older. H5N1 (commonly referred to as avian or bird flu) accounts for most avian influenza outbreaks globally and is a serious health concern given its potential to evolve into a deadly pandemic strain at any time. In general, a pre-pandemic vaccine is intended to be used to protect against disease from circulating subtypes of influenza virus not included in the seasonal products, but which causes human disease or carries the potential to cause a pandemic.

        The Novartis meningococcal franchise is expected to be a cornerstone of future growth for the division. Our marketed and candidate vaccines have the potential to protect millions against meningococcal disease, which causes approximately 50,000 deaths a year globally. Because almost all cases of infection are caused by five serogroups—A, B, C, W-135 and Y—and the distribution of strains varies greatly over time and location, Novartis is working to deliver vaccines with broad coverage and the potential to protect all age groups at risk.

        Menveo (MenACWY-CRM), a quadrivalent conjugate vaccine for the prevention of the A, C, Y and W-135 strains of meningococcal meningitis, was approved in 2010 in the US for use in individuals 11-55 years old and in the EU for individuals 11 years and up. Our Menveo development program to expand the age range for which Menveo is indicated—to cover persons aged 2 months to 10 years old in the US and EU—is ongoing, and biologics license applications for use of Menveo in infants and toddlers were submitted in the US in 2010 with similar filings expected in Europe in 2011. Menveo has also received Halal certification in the US and Indonesia, facilitating its use for pilgrims from those and other countries to the Hajj and Umrah, where there is a history and increased risk of outbreaks of meningococcal disease.

        Bexsero, the Novartis investigational multicomponent meningococcal serogroup B vaccine (4CMenB), has shown the potential to be the first vaccine to provide broad coverage against meningococcal B disease. In September 2010, Novartis released pivotal Phase III data that indicated that a large majority of infants vaccinated with Bexsero achieved a robust immune response against all vaccine antigens. In the trial involving more than 3,600 infants, results showed that Bexsero met its primary endpoints, and exhibited an acceptable tolerability profile when co-administered with other routine infant vaccinations, thus supporting potential use of this vaccine in the first year of life when the medical need is considered to be the greatest. Additional data published in November in the Proceedings of the National Academy of

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Sciences showed that antibodies induced by Bexsero killed 85% of a large collection of MenB strains in adults and 74% in infants, who are at the highest risk for meningococcal disease.

        Novartis Vaccines continued to expand geographically, nearing completion of the acquisition of an 85% stake in the vaccines company Zhejiang Tianyuan Bio-Pharmaceutical Co., Ltd., which offers marketed vaccine products in China. In addition, we have achieved significant milestones in Brazil, entering into an agreement in 2009 with the Fundação Ezequiel Dias in Brazil for meningitis C vaccine technology transfer. This agreement has helped the vaccine be made available to all children in the country under two as part of a national immunization program starting in 2010.

        The Diagnostics business continued to grow in 2010. EFS, the French national blood service, began using Novartis nucleic acid testing (NAT) systems to screen the entire French blood supply for HIV and Hepatitis. (Previously, EFS used Novartis systems to screen 30% of its blood supply.) EFS is testing its blood donations in individual donor format (vs. pools of multiple donors) to ensure maximum analytical sensitivity, and at the same time eliminate the pooling and pool-resolution stages. Also during 2010, Novartis signed a long-term agreement with Creative Testing Solutions, the second-largest blood-testing laboratory in the United States, which will expand its use of Novartis NAT blood screening products, including the addition of testing blood donations for hepatitis B virus DNA using NAT.

        We also expanded our line of nucleic acid testing products in Asia Pacific with approval of the Procleix Ultrio test in China. The test detects HIV Type 1, Hepatitis B virus, and Hepatitis C virus in donated blood in a single assay. Novartis signed a collaboration and license agreement with Smiths Detection (UK) in April 2010 under which Novartis is granted exclusive rights to market Smiths Detection's Bio-Seeq instrument and the associated LATE PCR DNA analysis technology in the area of infectious disease diagnostics. Smiths Detection will leverage its expertise in instrument development and point-of-care diagnostic devices to further enhance the Bio-Seeq platform and sample preparation consumables and to develop a range of diagnostic tests. Novartis Diagnostics will be responsible for clinical trials, regulatory affairs, sales and marketing. Payments to Smiths Detection will be linked to product development and commercial milestones.


Vaccines and Diagnostics Division Products

        The summary and the tables that follow describe key marketed products and potential products in development in our Vaccines and Diagnostics Division. Subject to required regulatory approvals and, in certain instances, contractual limitations, we intend to sell our marketed products throughout the world. However, our Vaccines and Diagnostics Division products are not currently available in every country. Regarding our products in development, these products and indications are in various stages of development throughout the world. For some products, the development process is ahead in the US; for others, development in one or more other countries or regions is ahead of that in the US. Due to the uncertainties associated with the development process, and due to regulatory restrictions in some countries, it may not be possible to obtain regulatory approval for any or all of the new products referred to in this Form 20-F. See "—Regulation" for further information on the approval process.

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Key Marketed Vaccine Products

Product
  Indication

Influenza Vaccines

   

Agrippal/AgriFlu

 

A surface antigen, inactivated, seasonal influenza vaccine for adults and children above six months of age. Agrippal is marketed in the US under the name AgriFlu, and is approved there in subjects 18 years of age and up

Fluad

 

A surface antigen, inactivated, seasonal influenza vaccine containing the proprietary MF59 adjuvant for the elderly

Fluvirin

 

A surface antigen, inactivated, seasonal influenza vaccine for adults and children four years of age and up

Optaflu

 

Cell culture-based, surface antigen, inactivated, influenza vaccine for adults 18 years of age and up

Focetria

 

Surface antigen, inactivated, influenza vaccine, containing the proprietary MF59 adjuvant, for prophylaxis against the pandemic H1N1v virus strain, in subjects 6 months of age and up

Celtura

 

Cell culture-based, surface antigen, inactivated, influenza vaccine, containing the proprietary MF59 adjuvant, for prophylaxis against the pandemic H1N1v virus strain, in subjects 6 months of age and up

Meningococcal Vaccines

   

Menjugate

 

Meningococcal C vaccine for children 2 months of age and up

Menveo

 

Meningococcal A, C, W-135 and Y vaccine for adolescents and adults between 11 and 55 years of age (11+ in the EU)

Travel Vaccines

   

Encepur Children Encepur Adults

 

Tick-borne encephalitis vaccine for children 1-11 years of age and for adults 12+ years of age

Ixiaro(1)

 

Prophylactic vaccine against Japanese encephalitis virus

Rabipur/Rabavert

 

Vaccine for rabies, which can be used before or after exposure (typically animal bites)

Pediatric Vaccines

   

Polioral

 

Live, attenuated, oral poliomyelitis vaccine (Sabin) containing attenuated poliomyelitis virus types 1, 2 and 3 from birth

Quinvaxem(2)

 

Fully liquid pentavalent vaccine combining antigens for protection against five childhood diseases: diphtheria, tetanus, pertussis (whooping cough), hepatitis B and Haemophilus influenzae type b for children above 6 weeks of age


(1)
In collaboration with Intercell

(2)
In collaboration with Crucell

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Vaccine Key Products in Development

Therapeutic Area
  Project/Compound   Potential Indication/
Disease Area
  Planned filing dates/
Current phase
Influenza   Optaflu   Cell culture-based surface antigen, inactivated, seasonal influenza vaccine   EU registered;
US Phase III

 

 

Fluad

 

A surface antigen, inactivated, seasonal influenza vaccine containing the proprietary MF59 adjuvant in development for adults 65+ years of age in the US, and for children up to 8 years of age in the EU

 

EU filed (pediatric)
US Phase III (elderly)

 

 

AgriFlu pediatric

 

A surface antigen inactivated seasonal influenza vaccine in development for children 6 months—18 years of age in the US

 

Registered, US Phase III

 

 

Aflunov

 

A (H5N1) influenza vaccine containing the proprietary MF59 adjuvant for pre-pandemic use in subjects 18 years of age and up

 

EU CHMP positive opinion received in October, 2010; US Phase II

 

 

H5N1 FCC

 

Cell-culture-based A (H5N1) influenza vaccine for pre-pandemic use (age range to be defined) for the US

 

Phase II

Meningococcal

 

Menveo

 

Quadrivalent meningococcal vaccine for strains A, C, Y and W-135 for infants, adolescents and adults

 

Registered (adolescents & adults) (US & EU)
US filed/EU Phase III (infants)
US Filed (Ages 2-10)

 

 

Bexsero

 

Multicomponent meningococcal serogroup B vaccine for infants, adolescents and adults

 

EU submitted,
US Phase II

 

 

MenABCWY

 

Meningococcal vaccine for strains A, B, C, Y and W-135

 

Phase II

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Therapeutic Area
  Project/Compound   Potential Indication/
Disease Area
  Planned filing dates/
Current phase
P aeruginosa       Prophylactic vaccine for P aeruginosa infections(1)   Phase II

HIV
(1)

 

 

 

Prophylactic HIV vaccine

 

Phase I

GBS

 

 

 

Prophylactic Group B Streptococcus (GBS) vaccine

 

Phase I

H pylori

 

 

 

Prophylactic vaccine for H pylori

 

Phase I

CMV
(2)

 

 

 

Prophylactic vaccine for cytomegalovirus

 

Phase I

S Pneumoniae

 

 

 

Prophylactic vaccine for streptococcus pneumoniae

 

Phase I

(1)
In collaboration with National Institutes of Health.

(2)
In collaboration with AlphaVax.

Key Marketed Diagnostics Products

Product
  Product Description
Procleix eSAS System   Semi automated modular instrument solution supporting Duplex and Ultrio NAT assays

Procleix TIGRIS System

 

Fully automated instrument solution supporting Ultrio NAT assays

Procleix SP System

 

Fully automated liquid-handling instrument for pooling and creation of archive plates

Procleix Duplex Assay

 

NAT assay designed to detect HIV-1, HCV through a single test

Procleix WNV Assay

 

First NAT assay approved by the FDA to detect West Nile virus

Procleix Ultrio Assay

 

First NAT assay designed to detect HIV-1, HCV and HBV in a single test

Procleix Ultrio + Assay

 

Our most sensitive CE Mark certified NAT assay designed to detect HIV-1, HCV and HBV in a single test

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Diagnostics Key Products in Development

Therapeutic Area
  Product   Product Description   Planned filing dates/
Current phase
Blood Screening   HAV/Parvo test   NAT test designed to detect Hepatitis A virus and Parvo B19 virus   Discovery

 

 

Dengue test

 

NAT test designed to detect the Dengue virus

 

Discovery

 

 

Procleix Panther System

 

Fully automated mid-throughput instrument

 

Development

Clinical Diagnostics

 

Mis-folded protein assay

 

Novel technology to detect abnormal protein particles that cause several neurodegenerative diseases such as Diabetes, Alzheimer's, Parkinson's in patients

 

Discovery

Infectious Disease

 

Hospital-associated infections

 

Accurate and early pathogen detection

 

Discovery

Predictive Health

 

Maternal/Fetal Screening

 

Tests to predict and improve outcomes and therapeutic response

 

Discovery

Transfusion Medicine

 

Bone-marrow typing

 

Test to improve donor/recipient matching

 

Discovery


Principal Markets

        The principal markets for our Vaccines and Diagnostics Division include the US and Europe. The following table sets forth the aggregate 2010 net sales of the Vaccines and Diagnostics Division by region:

Vaccines and Diagnostics
  2010 Net Sales to
third parties
 
 
  $ millions
  %
 

United States

    1,184     41  

Americas (except the United States)

    305     10  

Europe

    784     27  

Rest of the World

    645     22  
           

Total

    2,918     100  
           

        Sales of certain vaccines, including influenza and tick borne encephalitis vaccines, are subject to seasonal variation. Sales of the majority of our other products are not subject to material changes in seasonal demand.

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Research and Development

        In 2010, the Vaccines and Diagnostics Division invested $523 million ($506 million excluding amortization charges) in research and development, which amounted to 18% of the division's net sales. The Vaccines and Diagnostics Division invested $508 million ($465 million excluding impairment and amortization charges) and $360 million ($327 million excluding amortization charges) in research and development in 2009 and 2008 respectively.

        While research and development costs for vaccines traditionally have not been as high as for pharmaceuticals, a robust clinical program including Phase I to Phase III must be performed by the manufacturer to obtain a license for commercialization. See "—Pharmaceuticals—Compounds in Development" and "—Pharmaceuticals—Research and Development." Similarly, our diagnostics blood screening research and development efforts, which we perform in collaboration with Gen-Probe, Inc., and our clinical diagnostic research and development efforts, which we may perform in collaboration with other partners, require extensive and expensive research and testing of potential products. At each of these steps, there is a substantial risk that we will not achieve our goals. In such an event, we may be required to abandon a product in which we have made a substantial investment.


Production

        We manufacture our vaccines products at six facilities in Europe, the US and Asia. Our principal production facilities are located in Liverpool, UK; Marburg, Germany; Siena and Rosia, Italy, Ankleshwar, India, and Holly Springs, North Carolina. We continue to invest and upgrade our existing sites to ensure that previously initiated remediation efforts are completed and meet quality standards. In addition, certain conjugation and chemistry activities for vaccines are performed at our Emeryville, California site. At our Emeryville site, we also manufacture antigens and associated conjugates as both intermediates and final kits in support of diagnostics and blood screening industries around the world. Companies in the serology market, including our long-standing joint partner Ortho Clinical Diagnostics, purchase these products for use in their blood testing assays. Our NAT blood screening products are manufactured for us by Gen-Probe, Inc., an outside supplier.

        Each year new seasonal influenza vaccines need to be produced in order to induce effective protection against the current circulating strains of the virus, which can change from year to year. Global surveillance of influenza viruses is conducted throughout the year by the World Health Organization (WHO) Influenza Surveillance Network, which provides information on currently circulating strains and identifies the appropriate strains to be included in next season's influenza vaccine. Each year, the EMA and the US Centers for Disease Control then confirm the vaccine composition for the coming season for the northern hemisphere and the Australian Therapeutic Goods Administration for the southern hemisphere. There can be no guarantee that the division will succeed in producing and having approved an updated flu vaccine within the timeframes necessary to commercialize the vaccine for the applicable flu season.

        The goal of our supply chain strategy is to produce and distribute high quality products efficiently. The manufacture of our products is heavily regulated by governmental health authorities around the world, including the FDA. In addition to regulatory requirements, many of our products involve technically complex manufacturing processes or require a supply of highly specialized raw materials. For some products and raw materials, we may also rely on a single source of supply.

        We have implemented a global manufacturing strategy to maximize business continuity in case of such events or other unforeseen catastrophic events. However, there can be no guarantee that we will be able to successfully manage such issues when they arise.

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Marketing and Sales

        Our main Vaccines marketing and sales organizations are based in Switzerland, Germany, UK, Italy and the US. We are also seeking to expand operations in China—where we are making efforts to complete our previously-announced acquisition of an 85% stake in the Chinese vaccines company Zhejiang Tianyuan Bio-Pharmaceutical Co., Ltd.—as well as in India and in various other European and Latin American countries. In the US, we market influenza, Japanese Encephalitis and rabies vaccines through a network of wholesalers and distributors as well as direct to key customers. Direct sales efforts are focused on public health and distributor channels, and on non-traditional channels, such as employers, chain drug headquarters and service providers.

        The Diagnostics marketing and sales efforts are primarily focused on blood banks, with some marketing efforts focused on the development of new clinical diagnostics. With roughly half of worldwide blood donations not being subjected to updated viral nucleic acid screening, the company will continue to focus on increasing the practice of viral nucleic acid testing using its proprietary systems in emerging areas of the world.


Competition

        The global market for products of the type sold by our Vaccines and Diagnostics Division is highly competitive, and we compete against other major international corporations with substantial financial and other resources. Competition within the industry is intense and extends across a wide range of commercial activities, including pricing, product characteristics, customer service, sales and marketing, and research and development.

        There is no guarantee that any product, even with patent protection, will remain successful if another company develops a new product offering significant improvements over existing products.


Regulation

        Our vaccines products are subject to essentially the same regulatory procedures as are the products of our Pharmaceuticals Division. See "Pharmaceuticals—Regulation." In the US, a company seeking approval of a vaccine submits a Biologics License Application (BLA) for the vaccine, rather than an NDA. Subsequently, the BLA follows substantially the same path for approval as does an NDA. In addition, annual license applications for seasonal flu vaccines must be submitted every year.

        Diagnostics products are regulated as medical devices in the US and the EU. These jurisdictions each have risk-based classification systems that determine the type of information which must be provided to the local regulators in order to obtain the right to market a product. In the US, safety and effectiveness information for Class II and III devices must be reviewed by the FDA. There are two review procedures: a Pre-Market Approval (PMA) and a Pre-Market Notification (510(k)) submission. Under a PMA, the manufacturer must submit to the FDA supporting evidence sufficient to prove the safety and effectiveness of the device. The FDA review of a PMA usually takes 180 days from the date of filing of the application. Under Pre-Market Notification (510(k)), the manufacturer submits notification to the FDA that it intends to commence marketing the product, with data that establishes the product as substantially equivalent to another product already on the market. The FDA usually determines whether the device is substantially equivalent within 90 days. For specific diagnostics products that are sold into blood banks, or sold for diagnosis of HIV-1 infection, applications are submitted for review by the FDA's Center for Biologics Evaluation and Research (CBER). Under such review, the product is considered a biologic until such time as approval is received, at which time the product becomes a medical device. For products used specifically for screening of blood donors, or biologic reagents sold for further manufacturing use, the medical device is subject to Licensure by CBER. The submission for this purpose follows the same requirements as Vaccines; a Biologic License Application is submitted to CBER. CBER usually takes 240 days to review a BLA.

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        In the EU, the CE marking is required for all medical devices sold. By affixing the CE marking, the manufacturer certifies that a product is in compliance with provisions of the EU's Medical Device Directive. Diagnostics products are specifically covered by the EU In Vitro Diagnostic (IVD) Directive. Under that Directive, certain products are subject to review and prior approval by a "notified body." Others are subject to a self-certification process by the manufacturer, which requires the manufacturer to confirm that the product performs to appropriate standards. This allows the manufacturer to issue a Declaration of Conformity and to notify competent authorities in the EU that the manufacturer intends to market the product. In order to comply with European regulations, our Vaccines and Diagnostics Division maintains a full Quality Assurance system and is subject to routine auditing by a certified third party (a "notified body") to ensure that this quality system is in compliance with the requirements of the EU's Medical Device Directive as well as the requirements of the ISO quality systems' standard ISO 13485.


Intellectual Property

        We attach great importance to patents, trademarks, and know-how in order to protect our investment in research and development, manufacturing and marketing. It is our policy to seek the broadest possible protection for significant product developments in all major markets. Among other things, patents may cover the products themselves, including the product's active substance and its formulation. Patents may also cover the processes for manufacturing a product, including processes for manufacturing intermediate substances used in the manufacture of the products. Patents may also cover particular uses of a product, such as its use to treat a particular disease, or its dosage regimen.

        The protection offered by such patents extends for varying periods depending on the legal life of patents in the various countries. The protection afforded, which may also vary from country to country, depends upon the type of patent and its scope of coverage. We monitor our competitors and vigorously challenge infringements of our intellectual property.


SANDOZ

        Our Sandoz Division is a world leader in developing, manufacturing and marketing generic pharmaceutical products, follow-on biopharmaceutical products and drug substances that are not protected by valid and enforceable third-party patents. As of December 31, 2010, affiliates of the Sandoz Division employed 23,536 full-time equivalents associates worldwide in more than 130 countries. In 2010, our Sandoz Division achieved consolidated net sales of $8.5 billion, 17% of the Group's total net sales.

        The Sandoz Division is active in Retail Generics, Anti-Infectives, Biopharmaceuticals and Oncology Injectables (following the acquisition of EBEWE Pharma, completed in September 2009). In Retail Generics, we develop, manufacture and market active ingredients and finished dosage forms of pharmaceuticals, as well as supplying active ingredients to third parties. In Anti-Infectives, we develop and manufacture active pharmaceutical ingredients and intermediates—mainly antibiotics—for use by Retail Generics and for sale to third-party customers. In Biopharmaceuticals, we develop, manufacture and market protein- or other biotechnology-based products (known as biosimilars or follow-on biologics) and sell biotech manufacturing services to other companies. In Oncology Injectables, we develop, manufacture and market cytotoxic products for the hospital market.

        The worldwide market for generic pharmaceutical products has been growing by about 10% annually and is expected by industry analysts to continue at nearly that rate through 2015, fueled primarily by the growing health needs of an aging population, opportunities created through patent expiries, increasing access to healthcare and pressures to contain healthcare costs. According to IMS Health, Sandoz is the No. 2 company in worldwide generic sales and is positioned as a global leader in Retail Generics. Sandoz Biopharmaceuticals has emerged as the leading global player in biosimilars, with three marketed medicines, and a pipeline of eight to ten molecules, including monoclonal antibodies, at various stages of development. In addition, Sandoz remains one of the leading manufacturers of antibiotics worldwide.

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The acquisition of EBEWE Pharma in 2009 positioned Sandoz among the top four global players in oncology injectables, according to IMS Health.

        Sandoz has three strategic priorities: to be first-to-market with our products as originators' substance patents expire or become unenforceable, to be cost competitive by leveraging our economies of scale in development and production, and to differentiate Sandoz based on our extensive global reach and our advanced technical expertise in the development, manufacturing and marketing of differentiated generics and biosimilars.

        In 2010, Retail Generics benefited from the first-to-market US launch of Sandoz's generic enoxaparin sodium (Lovenox®)—the largest-ever launch in the US of a generic hospital medication. Other key US launches included metaxalone (Skelaxin®), and the authorized generics of losartan potassium and losartan potassium-hydrochlorothiazide (Cozaar® and Hyzaar®), as well as gemcitabine HCI injection (Gemzar®). Key product launches in various European countries included losartan/losartan HCT, lercanidipine (Corifeo®/Zanidip® ), tacrolimus (Prograf®), and Docetaxel (Taxotere®). Anti-Infectives experienced continued volume growth, with key products globally including amoxicillin/clavulanic acid, ceftriaxone, azithromycin and cefdinir, as well as the exclusive US launch of amoxicillin-clavulanic acid ER (Augmentin®).

        In Biopharmaceuticals, Sandoz continued to roll out important follow-on products and to drive its contract manufacturing base business. Recombinant growth hormone Omnitrope, which was first launched in the EU and US in 2006 and 2007 respectively, received FDA approval for several additional indications, and was launched in 2010 in countries including Taiwan, Argentina, and the Czech Republic. High-dosage oncology formulations of anemia medicine Binocrit were rolled out in 2010 in countries including France, Spain, Italy and the UK, complementing the base nephrology business. Neutropenia medication Zarzio, which was approved EU-wide in 2009, was rolled out in further countries including Italy, Belgium, Sweden and Switzerland.

        In October 2010, just one year after Sandoz completed the acquisition of Austrian-based oncology injectables specialist EBEWE Pharma, Sandoz announced the successful completion of the integration process and the launch of a new global brand, Sandoz Oncology Injectables. The new business is now fully organized on a global basis and offers customers a broad differentiated portfolio of more than 25 marketed products plus a strong pipeline for future growth.

        In April 2010, Sandoz announced a definitive agreement to acquire Oriel Therapeutics, a privately held US pharmaceuticals company. The deal was finalized in June, and Oriel has been integrated as a separate development unit within Sandoz. Oriel focuses on developing respiratory products with known pathways as generic alternatives to patented drugs for asthma and chronic obstructive pulmonary disease (COPD). Regulatory approvals of these medicines would enable Sandoz to increase access to affordable, high-quality therapeutic alternatives for these increasingly prevalent medicines. The acquisition also offers Sandoz access to Oriel's novel FreePath™ drug delivery technology, as well as its proprietary Solis™ disposable dry powder inhaler.


Recently Launched Products

        Sandoz launched a number of important products in 2010, including:

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Key Marketed Products

        The following tables describe key marketed products for Sandoz (availability varies by market):

Retail Generics

Product
  Originator Drug   Description
Acetylcystine   Fluimucil®   Respiratory System
Amlodipine/Benazepril   Lotrel®   Hypertension
Amoxicillin/clavulanic acid   Augmentin®   Anti-infective
Enoxaparin sodium injection   Lovenox®   Anti-coagulant
Fentanyl   Duragesic®   Analgesic
Lansoprazole   Prevacid®   Proton pump inhibitor
Losartan/Losartan HCT   Cozaar®/Hyzaar®   Hypertension
Omeprazole   Prilosec®   Ulcer and heartburn treatment
Simvastatin   Zocor®   Cholesterol lowering treatment
Tacrolimus   Prograf®   Transplantation

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Anti-Infectives

Active Ingredients
  Description

Oral and sterile penicillins

  Anti-infectives

Oral and sterile cefalosporins

  Anti-infectives

Clavulanic acid and mixtures with clavulanic acid

  ß-lactam inhibitors

Classical and semisynthetic erythromycins

  Anti-infectives

Tiamuline

  Anti-infectives

Lovastatin, Simvastatin, Pravastatin

  Statins

Vancomycin

  Anti-infectives

Thyroxine

  Hormones

 

Intermediates
  Description

Various cephalosporin intermediates

  Anti-infectives

Erythromycin base

  Anti-infectives

Various crude compounds produced by fermentation

  Cyclosporine, ascomysine, rapamycine, mycophenolic acid, etc.

Biopharmaceuticals

Product
  Originator Drug   Description
Omnitrope   Somatropin®   Recombinant human growth hormone
Binocrit and Epoetin alfa Hexal   Eprex®/Erypo®   Recombinant protein used for anemia
Zarzio and Filgrastim Hexal   Neupogen®   Recombinant protein used in oncology

Oncology Injectables

Product
  Originator Drug   Description
Carboplatin   Paraplatin®   Ovarian, lung, head-neck and cervix cancer
Epirubicin   Farmorubicin®   Breast, lung, ovarian, gastric and bladder cancer, and others
Gemcitabine   Gemzar®   Bladder, pancreas, lung, ovarian, and breast cancer
Methotrexate   Folex®, Rheumatrex®   Arthritis; breast, lung, cervix and ovarian cancer, and others
Oxaliplatin   Eloxatin®   Colorectal and colon cancer
Paclitaxel   Taxol®   Breast, lung and ovarian cancer, Kaposi sarcoma
Docetaxel   Taxotere®   Breast, ovarian and non-small cell lung cancer

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Principal Markets

        The two largest generics markets in the world—the US and Europe—are the principal markets for Sandoz, although we are active in more than 130 countries. This table sets forth aggregate 2010 net sales by region:

Sandoz
  2010 Net Sales to
third parties
 
 
  $ millions
  %
 

United States

    2,630     31  

Americas (except the United States)

    583     7  

Europe

    4,273     50  

Rest of the World

    1,032     12  
           

Total

    8,518     100  
           

        Many Sandoz products are used for chronic conditions that require patients to consume the product over long periods of time, from months to years. Sales of our anti-infective products are subject to seasonal variation. Sales of the vast majority of our other products are not subject to material changes in seasonal demand.


Production

        We manufacture our Sandoz products at more than 30 production facilities around the world. Among these, our principal production facilities are located in Barleben, Germany; Kundl and Unterach, Austria; Menges and Ljubljana, Slovenia; Broomfield, Colorado; Wilson, North Carolina; Stryków, Poland; Kalwe and Mahad, India; Buenos Aires, Argentina; Boucherville, Canada; Cambé and Taboão, Brazil; Gebze and Syntex, Turkey. In December 2010, Novartis announced the signing of a Memorandum of Understanding, confirming its intention to build a new full-scale pharmaceutical manufacturing plant in St. Petersburg, Russia. Construction is scheduled to start in 2011 and the plant is expected to produce approximately 1.5 billion units per year (oral solid dosage forms), of which the majority is anticipated to be generic products. Total Novartis Group investment in the plant is expected to be approximately $140 million.

        Active pharmaceutical ingredients are manufactured in our own facilities or purchased from third-party suppliers. We maintain state-of-the-art and cost-competitive processes within our own production network. Those processes include fermentation, chemical syntheses and precipitation processes, such as sterile processing. Many follow-on biologics are manufactured using recombinant DNA derived technology by which a gene is introduced into a host cell, which then produces the human protein. This manufacturing process requires sophisticated technical expertise. We are constantly working to improve current and to develop new manufacturing processes.

        Where possible, our policy is to maintain multiple supply sources so that the business is not dependent on a single or limited number of suppliers, and competitive material sourcing can be assured. However, our ability to do so may at times be limited by regulatory or other requirements. We monitor market developments that could have an adverse effect on the supply of essential active pharmaceutical ingredients. All active pharmaceutical ingredients we purchase must comply with high quality standards.

        We obtain agricultural, chemical and other raw materials from suppliers around the world. The raw materials we purchase are generally subject to market price fluctuations. We seek to avoid these fluctuations, where possible, through the use of long-term supply contracts. We also proactively monitor

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markets and developments that could have an adverse effect on the supply of essential materials. All raw materials we purchase must comply with our quality standards.

        The goal of our supply chain strategy is to produce and distribute high quality products efficiently. The manufacture of our products is heavily regulated by governmental health authorities around the world, including the FDA. In addition to regulatory requirements, many of our products involve technically complex manufacturing processes or require a supply of highly specialized raw materials. For some products and raw materials, we may also rely on a single source of supply.

        We have implemented a global manufacturing strategy to maximize business continuity in case of such events or other unforeseen catastrophic events. However, there can be no guarantee that we will be able to successfully manage such issues when they arise.


Marketing and Sales

        The Retail Generics business of Sandoz sells a broad portfolio of generic pharmaceutical products to wholesalers, pharmacies, hospitals and other healthcare outlets. Sandoz adapts its marketing and sales approach to local decision making processes, depending on the structure of the market in each country.

        In response to rising healthcare costs, many governments and private medical care providers, such as health maintenance organizations, have instituted reimbursement schemes that favor the substitution of generic products for bioequivalent branded pharmaceutical products. In the US, statutes have been enacted by virtually all states that permit or require pharmacists to substitute a less expensive generic product for the brand-name version of a drug that has been prescribed to a patient. Generic use is growing in Europe, but penetration rates in many EU countries are below those in the US because reimbursement practices do not create efficient incentives for substitution. Legislative or regulatory changes can have a significant impact on our business in a country. In Germany, for example, the generic market is in transition as healthcare reforms increasingly shift decision making from physicians to insurance funds.

        Our Anti-Infectives business supplies Retail Generics and the pharmaceutical industry worldwide with active pharmaceutical ingredients and intermediates, mainly in the field of antibiotics.

        Our Biopharmaceuticals business operates in an emerging business environment. Regulatory pathways for approving biosimilar products are either new or still in development, and policies have not yet been fully defined or implemented for the automatic substitution and reimbursement of biosimilars in many markets, including the US. As a result, in many of these markets, including the US, our biosimilar products must be marketed as branded competitors to the originator products.

        Our Oncology Injectables business supplies hospitals worldwide with cytotoxic products for use in oncology treatment.


Competition

        The market for generic products is characterized by increasing demand for high-quality pharmaceuticals that can be produced at lower costs due to comparatively minimal initial research and development investments. Increasing pressure on healthcare expenditures and numerous patent and data exclusivity period expirations have created a favorable market environment for the generics industry. This positive market trend, however, brings increased competition among the companies selling generic pharmaceutical products, leading to ongoing price pressure on generic pharmaceuticals.

        In addition, research-based pharmaceutical companies have responded to increased competition from generic products by licensing their branded products to generic companies (the so-called "authorized generic"). By doing so, research-based pharmaceutical companies participate in the conversion of their branded product once generic conversion begins. Consequently, generic companies that were not in a position to compete on a specific product are allowed to enter the generic market using the innovator's product. In the US, the authorized generic is not subject to the US Hatch-Waxman Act rules regarding

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exclusivity (See "—Regulation"). The company that launches an authorized generic typically enters the market at the same time as the generic exclusivity holder. This tends to reduce the value of the exclusivity for the company that invested in creating the first generic. Furthermore, certain research-based companies continually seek new ways to protect their market franchise and to decrease the impact of generic competition. For example, some research-based pharmaceutical companies have reacted to generic competition by decreasing the prices of their branded product, thus seeking to limit the profit that the generic companies can earn on the competing generic product.


Development and Registration

        Before a generic pharmaceutical may be marketed, intensive technical as well as clinical development work must be performed to demonstrate, in bio-availability studies, the bio-equivalency of the generic product to the reference product. Nevertheless, research and development costs associated with generic pharmaceuticals are much lower than those of the originator pharmaceuticals, as no clinical trials on dose finding and efficacy must be performed by the generic company. As a result, pharmaceutical products for which the patent and data exclusivity period has expired can be offered for sale at prices often much lower than those of products protected by patents and data exclusivity, which must recoup substantial basic research and development costs through higher prices over the life of the product's patent and data exclusivity period.

        For follow-on biologic products, the regulatory pathways for approving such products are still in development, or pending final implementation, in many countries. However, at least for certain biopharmaceutical products, a certain number of carefully targeted clinical trials in patients to determine safety and efficacy do appear to be required. Sandoz has successfully registered and launched the first biosimilar product in Europe, the US, Canada and Japan, as well as two further products in Europe.

        Currently, the affiliates of the Sandoz Division employ more than 2,800 Development and Registration staff who explore alternative routes for the manufacture of known compounds and develop innovative dosage forms of well-established medicines. These associates are based worldwide, including major facilities in Holzkirchen and Rudolstadt, Germany; Kundl, Schaftenau and Unterach, Austria; Menges and Ljubljana, Slovenia; Kalwe, India; Boucherville, Canada; Broomfield, Colorado and East Hanover, New Jersey (transferred from Wilson, NC, and formally opened in June 2010); and Cambé, Brazil. As of end 2010, Sandoz has terminated local and global development activities in Buenos Aires, Argentina, in the wake of the successful integration of EBEWE Pharma into Sandoz and the creation of a new global Center of Excellence for Oncology Injectables (including development activities), based at Unterach, Austria.

        In 2010, Sandoz invested $658 million ($618 million excluding impairment and amortization charges) in product development, which amounted to 8% of the division's net sales. Sandoz invested $613 million ($603 million excluding impairment and amortization charges) and $667 million ($643 million excluding impairment and amortization charges) in product development in 2009 and 2008 respectively.


Regulation

        The Hatch-Waxman Act in the US (and similar legislation in the EU and in other countries) eliminated the requirement that generic pharmaceutical manufacturers repeat the extensive clinical trials required for originator products, so long as the generic version could be shown in bioavailability studies to be of identical quality and purity, and to be biologically equivalent to the reference product.

        In the US, the decision whether a generic pharmaceutical is bioequivalent to the original branded product is made by the FDA based on an Abbreviated New Drug Application (ANDA) filed by the generic product's manufacturer. The process typically takes approximately 18 months from the filing of the ANDA until FDA approval. However, delays can occur if issues arise regarding the interpretation of bioequivalence study data, labeling requirements for the generic product, or qualifying the supply of active

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ingredients. In addition, the Hatch-Waxman Act requires a generic manufacturer to certify in certain situations that the generic product does not infringe on any current applicable patents on the product held by the innovator, or to certify that such patents are invalid or the product is non-infringing. This certification often results in a patent infringement lawsuit being brought by the patent holder against the generic company. In the event of such a lawsuit, the Hatch-Waxman Act imposes an automatic 30-month delay in the approval of the generic product in order to allow the parties to resolve the intellectual property issues. For generic applicants who are the first to file their ANDA containing a certification claiming non-infringement or patent invalidity, the Hatch- Waxman Act provides those applicants with 180 days of marketing exclusivity to recoup the expense of challenging the innovator patents. However, generic applicants must launch their products within certain time frames or risk losing the marketing exclusivity that they had gained through being a first-to-file applicant.

        In the EU, decisions on the granting of a marketing authorization are made either by the EMA under the Centralized Procedure, or by a single Member State under the national or decentralized procedure. See "—Pharmaceuticals—Regulation—European Union." Companies may submit Abridged Applications for approval of a generic medicinal product based upon its "essential similarity" to a medicinal product authorized and marketed in the EU following the expiration of the product's data exclusivity period. In such cases, the generic company is able to submit its Abridged Application based on the data submitted by the medicine's innovator, without the need to conduct extensive Phase III clinical trials of its own. For all products that received a marketing authorization in the EU after late 2005, the Abridged Application can be submitted throughout the EU. However, the data submitted by the innovator in support of its application for a marketing authorization for the reference product will be protected for ten years after the first grant of marketing authorization in all Member States, and can be extended for an additional year if a further innovative indication has been authorized for that product, based on pre-clinical and clinical trials filed by the innovator that show a significant clinical benefit in comparison to the existing therapies.


Intellectual Property

        Wherever possible, our generic products are protected by our own patents. Among other things, patents may cover the products themselves, including the product's active substance and its formulation. Patents may also cover the processes for manufacturing a product, including processes for manufacturing intermediate substances used in the manufacture of the products. Patents also may cover particular uses of a product, such as its use to treat a particular disease or its dosage regimen. It is our policy to seek the broadest possible protection for significant product developments in all major markets.

        We take all reasonable steps to ensure that our generic products do not infringe valid intellectual property rights held by others. Nevertheless, originating companies commonly assert patent and other intellectual property rights in an effort to delay or prevent the launch of competing generic products. As a result, we can become involved in significant litigation regarding our generic products. If we are unsuccessful in defending these suits, we could be subject to injunctions preventing us from selling our generic products, or to damages, which may be substantial.


CONSUMER HEALTH

        Our Consumer Health Division is a world leader in the research, development, manufacturing and marketing of a wide range of competitively differentiated products that restore, maintain or improve the health and well-being of consumers, as well as pets and livestock. The business of Consumer Health is conducted by a number of affiliated companies throughout the world. The Consumer Health Division consists of the following three business units:

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        Each business unit has its own research, development, manufacturing, distribution and selling capabilities. However, none are material enough to the Group to be separately disclosed as a segment. As of December 31, 2010, the affiliates of our Consumer Health Division employed 13,136 full-time equivalent associates worldwide. In 2010, the affiliates of our Consumer Health Division achieved consolidated net sales of $6.2 billion, which represented 12% of the Group's total net sales.

        Our Consumer Health Division places considerable emphasis on the development of strong, consumer-oriented and trustworthy brands. To deliver accelerated sales growth and to achieve leadership positions in the fields in which we compete, our Consumer Health Division seeks to give voice to the consumer and to determine the needs and desires of consumers.

        In the dynamic world of consumer healthcare, consumers are becoming more knowledgeable about health and the benefits of self-medication. The success of each business unit depends upon its ability to anticipate and meet the needs of consumers and health professionals worldwide.

        The following is a description of the three Consumer Health Division Business Units:

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Principal Markets

        The principal markets for the Consumer Health Division are the US and Europe. The following table sets forth the aggregate 2010 net sales of the Consumer Health Division by region:

Consumer Health
  2010 Net Sales to
third parties
 
 
  $ millions
  %
 

United States

    2,006     32  

Americas (except the United States)

    555     9  

Europe

    2,624     42  

Rest of the World

    1,019     17  
           

Total net sales

    6,204     100  
           

        Sales of our OTC Business Unit are marked by a high degree of seasonality, with our cough, cold and allergy brands significantly affected by the timing and severity of the annual cold and flu and allergy seasons. Sales of our Animal Health Business Unit's livestock segment can also fluctuate seasonally, and can be significantly affected by climatic and economic conditions, or by changing health or reproduction rates of animal populations. Sales of most of our other products are not subject to material changes in seasonal demand.


Production

        OTC: Products for our OTC Business Unit are produced by the business unit's own plants, strategic third-party suppliers and other Novartis Group plants (which are predominantly owned and operated by the Pharmaceuticals Division). The primary OTC plants are located in Lincoln, Nebraska; Nyon, Switzerland; Humacao, Puerto Rico; and Jamshoro, Pakistan.

        Animal Health: Approximately 80% of our production volume is manufactured by third parties and Novartis affiliates in other divisions or business units. Animal Health has production facilities of its own located around the world, with main sites in Wusi Farm, China; Dundee and Braintree, UK; Larchwood, Iowa; Charlottetown, Canada; and Huningue, France.

        CIBA Vision: CIBA Vision has major production facilities in Batam, Indonesia; Duluth, Georgia; Des Plaines, Illinois; Grosswallstadt, Germany; Cidra, Puerto Rico; Singapore; Johor, Malaysia; and Mississauga, Canada.

        While production practices may vary from business unit to business unit, we generally obtain our raw materials, intermediates and active ingredients from suppliers around the world. The raw materials, intermediates and active ingredients we purchase are generally subject to market price fluctuations. We seek to avoid these fluctuations, where possible, through the use of long-term supply contracts. We also proactively monitor markets and developments that could have an adverse effect on the supply of essential materials. All raw materials we purchase must comply with our quality standards.

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        The goal of our supply chain strategy is to produce and distribute high quality products efficiently. The manufacture of our products is heavily regulated by governmental health authorities around the world, including the FDA. Like our competitors, our Consumer Health Division has faced manufacturing issues, and has received Warning Letters relating to such manufacturing issues. For example, in December 2010, a CIBA Vision manufacturing facility in Cidra, Puerto Rico received a Warning Letter from the FDA, primarily as a result of questions involving the testing methods used for certain contact lenses manufactured there. As a result, CIBA Vision recalled the product. An action plan is under development and will be presented to the FDA. However, there can be no guarantee of the outcome of this matter.

        In addition to regulatory requirements, many of our products involve technically complex manufacturing processes or require a supply of highly specialized raw materials. For some products and raw materials, we may also rely on a single source of supply.

        We have implemented a global manufacturing strategy to maximize business continuity in case of such events or other unforeseen catastrophic events. However, there can be no guarantee that we will be able to successfully manage such issues when they arise.


Marketing and Sales

        OTC: OTC aims to be a leading global participant in fulfilling the needs of patients and consumers for self-medication healthcare. Strong, leading brands and products, innovation led by a worldwide research and development organization, and in-house marketing and sales organizations are key strengths in pursuing this objective. We engage in general public relations activities, including media advertisements, brand websites and other direct advertisements of brands, to the extent permitted by law in each country. We distribute our products through various channels such as pharmacies, food, drug and mass retail outlets.

        Animal Health: Animal Health's products are mostly prescription-only treatments for both farm and companion animals. The major distribution channel is veterinarians, either directly or through wholesalers of veterinary products. Primary marketing efforts are targeted at veterinarians using such marketing tools as targeted personal selling, printed materials, direct mail, advertisements, articles in the veterinary specialty press, and conferences and educational events for veterinarians. In addition, we engage in general public relations activities and media advertising, including brand websites and other direct advertisements of brands, to the extent permitted by law in each country.

        CIBA Vision: In most countries, contact lenses are available only by prescription. CIBA Vision lenses can be purchased from eye care professionals, optical chains and large retailers, subject to country regulation. CIBA Vision's lens care products can be found in major drug, food, mass merchandising and optical retail chains globally, subject to country regulations. In addition, mail order and Internet sales of contact lenses are becoming increasingly important channels in major markets worldwide.


Competition

        The global market for products of the type sold by our Consumer Health Division is highly competitive, and we compete against other major international corporations with substantial financial and other resources. Competition within the industry is intense and extends across a wide range of commercial activities, including pricing, product characteristics, customer service, sales and marketing, and research and development. Particularly in the US, our branded OTC products compete against "store brand" products that are made with the same active ingredients as ours. These products do not carry our trusted brand names, but they also do not carry the burden of the expensive advertising and marketing which helped to establish a demand for the product. As a result, the store brands may be sold at lower prices. In recent years, consumers have increasingly begun to purchase store brand OTC products instead of branded products.

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Research and Development

        OTC: In OTC, the focus of research and development activities is primarily on dermatology, analgesics, cough/cold/respiratory, gastrointestinal, and cardiovascular risk reduction (through smoking cessation programs). OTC also works closely with the Pharmaceuticals Division to evaluate appropriate products that can be switched from prescription to OTC status. The development of line extensions to leverage brand equities is also of high importance. These extensions can take many forms including new flavors, new galenical forms and more consumer-friendly packaging.

        Animal Health: Novartis Animal Health has dedicated research and development facilities in Switzerland, North America and Australia. The main focus for research is identification of potential new parasiticides and therapeutics in key areas of internal medicine. In addition, in the US and Canada, we devote resources to the quest for new vaccines for farm animals and cultivated fish. Also, our researchers exploit synergy with other Novartis businesses and collaborate with external partners to develop veterinary therapeutics and vaccines. Drug delivery projects, some in collaboration with external partners, concentrate on key treatment areas and aim to improve efficacy and ease of use.

        CIBA Vision: CIBA Vision invests substantially in internal research and development operations, which yield new chemistries, lens designs and surfaces, and processing technologies. These resources are complemented by licensing agreements and joint research and development partnerships with third parties. For contact lenses our key focus is in: daily disposable lenses, weekly and monthly silicone hydrogel lenses and other innovative products, such as lenses for myopia control. In lens care, our development efforts focus on lens care solutions that complement silicone hydrogel contact lenses, and provide the safety, disinfecting and cleaning power needed to help maintain ocular health.

        In 2010, the Consumer Health Division invested $359 million in research and development, which amounted to 6% of the division's net sales. Our Consumer Health Division invested $346 million ($345 million excluding amortization charges) and $313 million ($312 million excluding amortization charges) in research and development in 2009 and 2008 respectively.


Regulation

        OTC: For OTC products, the primary regulatory process for bringing a product to market consists of preparing and filing a detailed dossier with the appropriate national or international registration authority and obtaining approval of the applicable health authority. See "—Pharmaceuticals—Regulation." In the US, in addition to the NDA process, which also is used to approve prescription pharmaceutical products, an OTC product may be sold if the FDA has determined that the product's active ingredient is generally recognized as safe and effective. FDA makes this determination through a regulatory process known as the OTC Drug Review. In the OTC Drug Review, the FDA has established, in a series of monographs, the conditions under which particular active ingredients may be recognized as safe and effective for OTC use. Pharmaceutical companies can market products containing these active ingredients without the necessity of filing an NDA and going through its formal approval process, so long as the company complies with the terms of the published monograph. These processes do not apply outside the US. Outside the US, countries have their own regulatory processes for approving or allowing the sale of pharmaceutical products, including prescription, OTC, and switching from prescription to OTC status. These processes vary from country to country.

        Animal Health: The registration procedures for animal medicines are similar to those for human medicines. An animal drug application for product registration must be accompanied by extensive data on target animal and user safety, environmental fate and toxicology, efficacy in laboratory and clinical studies, information on manufacturing, quality control and labeling as well as on residues and food safety if applied to food-producing animals. In the US, animal health products are generally regulated by the FDA's Center for Veterinary Medicine. Certain product categories are regulated by the Environmental Protection Agency, and vaccines are under the control of the US Department of Agriculture. In the EU,

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veterinary medicinal products need marketing authorization from the competent authority of a member-state (national authorization) or from the EU Commission (community authorization) following either the Centralized Procedure, Mutual Recognition Procedure or the Decentralized Procedure. See "—Pharmaceuticals—Regulation."

        CIBA Vision: Contact lenses and lens care products are regulated as medical devices in the US, the EU and the majority of other regulated countries. In the US, extended wear contact lenses are considered Class III devices, for which a PMA application is submitted to FDA. Daily wear lenses and lens care products are considered Class II devices for which the manufacturer must submit a Premarket Notification 510(k) application. See "—Vaccines and Diagnostics—Regulation."


Intellectual Property

        Our Consumer Health businesses are strongly brand-oriented. As a result, we consider our trademarks to be of utmost value. Enforceable trademarks protect most of our brands in the majority of the markets where these brands are sold, and we vigorously protect these trademarks from infringement. Our most important trademarks are used in a number of countries. Local variations of these international trademarks are employed where legal or linguistic considerations require the use of an alternative.

        Wherever possible our products are protected by patents. Among other things, patents may cover the products themselves, including the product's active substance and its formulation. Patents may also cover the processes for manufacturing a product, including processes for manufacturing intermediate substances used in the manufacture of the products. Patents may also cover particular uses of a product, such as its use to treat a particular disease, or its dosage regimen. It is our policy to seek the broadest possible protection for significant product developments in all major markets.

        Our Consumer Health businesses also sell products which are not currently covered by patents. Some of these products have never been patent-protected and others have lost protection due to patent expiry.

        In addition, see "Item 18. Financial Statements—note 20" for a description of patent litigation involving the CIBA Vision Business Unit of our Consumer Health Division.


4.C Organizational Structure

        See "Item 4. Information on the Company—4.A History and Development of Novartis," and "Item 4. Information on the Company—4.B Business Overview—Overview."


4.D Property, Plants and Equipment

        Our principal executive offices are located in Basel, Switzerland. Our divisions and business units operate through a number of affiliates having offices, research facilities and production sites throughout the world.

        We generally own our facilities. However, some sites are leased under long-term leases. Some of our principal facilities are subject to mortgages and other security interests granted to secure indebtedness to certain financial institutions. We believe that our production plants and research facilities are well maintained and generally adequate to meet our needs for the foreseeable future.

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        The following table sets forth our major production and research facilities. For information regarding Alcon, see Alcon's 20-F at Item 4.D.

Location/Division or Business Unit
  Size of Site (in square meters)
  Major Activity
 
Major Production facilities:        
 
Pharmaceuticals        

Ringaskiddy, Ireland

 

60,000

 

Drug substances, intermediates
 
Grimsby, UK   64,000   Drug substances, intermediates
 
Stein, Switzerland   130,000   Steriles, ampules, vials, tablets, capsules, transdermals
 
Basel, Switzerland—Klybeck   11,000   Drug substances, intermediates
 
Basel, Switzerland—Schweizerhalle   26,000   Drug substances, intermediates
 
Basel, Switzerland—St. Johann   28,000   Drug substances, intermediates, biopharmaceutical drug substance
 
Torre, Italy   52,000   Tablets, drug substance intermediates
 
Changshu, China   56,000   Drug substances, intermediates
 
Vacaville, California   6,300   biopharmaceutical drug substances
 
Suffern, NY   55,000   Tablets, capsules, transdermals, vials
 
Kurtkoy, Turkey   52,000   Tablets, capsules, effervescents
 
Horsham, UK   17,000   Tablets, capsules
 
Sasayama, Japan   26,000   Tablets, capsules, dry syrups, suppositories, creams, powders
 
Huningue, France   44,000   Suppositories, liquids, solutions, suspensions, biopharmaceutical drug substances
 
Cairo, Egypt   47,000   Tablets, creams, liquids, steriles
 
Taipi, Mexico   10,000   Tablets, creams, ointments
 

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Location/Division or Business Unit
  Size of Site (in square meters)
  Major Activity
 
Singapore   29,000   Bulk tablets
 
Wehr, Germany   24,000   Tablets, creams, ointments
 
Barbera, Spain   24,000   Tablets, capsules
 
Resende, Brazil   16,000   Drug substances, intermediates
 
Chang Ping, China   16,000   Tablets, capsules, gel
 
Vaccines and Diagnostics        

Holly Springs, NC

 

130,000

 

Vaccines and adjuvant
 
Emeryville, CA   99,000
(production and R&D facilities; includes Pharmaceuticals facilities)
  Vaccines and blood testing
 
Siena/Rosia, Italy   97,000
(production and R&D facilities)
  Vaccines
 
Liverpool, UK   49,000   Vaccines
 
Marburg, Germany   93,000
(production and R&D facilities)
  Vaccines and adjuvant
 
Ankleshwar, India   11,000   Vaccines
 
Sandoz        

Taboão da Serra, Brazil

 

501,000

 

Capsules, tablets, syrups, suspensions, drop solutions
 
Kundl and Schaftenau, Austria   449,000
(production and R&D facilities)
  Biotech products, intermediates, active drug substances, final steps (finished pharmaceuticals)
 
Menges, Slovenia   131,000
(production and R&D facilities)
  Biotech products and active drug substances
 
Barleben, Germany   95,000   Broad range of finished dosage forms
 
Ljubljana, Slovenia   83,000
(production and R&D facilities)
  Broad range of finished dosage forms
 
Broomfield, CO   60,000   Broad range of finished dosage forms
 
Kalwe, India   47,000   Broad range of finished dosage forms
 
Mahad, India   43,000   Active drug substances
 

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Location/Division or Business Unit
  Size of Site (in square meters)
  Major Activity
 
Gebze, Turkey   42,000   Broad range of finished dosage forms
 
Cambé, Brazil   32,000   Broad range of finished dosage forms
 
Wilson, NC   31,000   Broad range of finished dosage forms
 
Rudolstadt, Germany   37,000
(production and R&D facilities)
  Inhalation technology, ophthalmics and nasal products
 
Stryków, Poland   20,000   Broad range of finished dosage forms
 
Kolshet, India   20,000
(production and R&D facilities)
  Generic pharmaceuticals
 
Boucherville, Canada   14,000
(production and R&D facilities)
  Injectable products
 
Holzkirchen, Germany   17,000 (production and R&D facilities)   Oral dispersible films, transdermal delivery systems, reservoir and matrix patches
 
Unterach, Austria   15,000 (production and R&D facilities)   Oncology injectables
 
Consumer Health        
 
OTC

 

 

 

 

Lincoln, NE

 

46,000
(production and R&D facilities)

 

Tablets, liquids, creams, ointments, capsules, patches
 
Nyon, Switzerland   15,000
(production and R&D facilities)
  Liquids and creams
 
Humacao, Puerto Rico   13,000   Tablets, capsules, medicated chocolates, softgels and Thin Strips
 
Jamshoro, Pakistan   24,000   Tablets, liquids, creams
 
  Animal Health        

Wusi Farm, China

 

39,000

 

Insecticides, antibacterials, acaricides, powders
 
Larchwood, IA   13,000
(production and R&D facilities)
  Veterinary immunologicals
 
Dundee, UK   11,000   Liquids
 

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Location/Division or Business Unit
  Size of Site (in square meters)
  Major Activity
 
Braintree, UK   6,000   Veterinary immunologicals
 
Huningue, France   5,000   Formulation and packaging of tablets, creams, ointments, suspensions and liquids
 
Charlottetown, Canada   5,000   Veterinary immunologicals for aquaculture
 
  CIBA Vision        

Johor, Malaysia

 

35,000

 

Contact lenses
 
Duluth, GA   34,000   Contact lenses
 
Grosswallstadt, Germany   37,000   Contact lenses
 
Pulau Batam, Indonesia   27,000   Contact lenses
 
Des Plaines, IL   27,000   Contact lenses
 
Singapore   19,000   Contact lenses
 
Cidra, Puerto Rico   6,000   Contact lenses
 
Mississauga, Canada   15,000   Lens care products
 

Major Research and Development Facilities:

 

 

 

 
 
Pharmaceuticals        

East Hanover, NJ

 

177,000

 

General pharmaceutical products
 
Basel, Switzerland—St. Johann   150,000   General pharmaceutical products
 
Basel, Switzerland—Klybeck   140,000   General pharmaceutical products
 
Cambridge, MA   116,000   General pharmaceutical products
 
Horsham, UK   38,000   Respiratory and nervous system diseases
 
Emeryville, CA   (included in Vaccines and Diagnostics facilities)   Oncology
 
Shanghai, China   5,000   Oncology
 
Vaccines and Diagnostics        

Emeryville, CA

 

99,000
(production and R&D facilities; includes Pharmaceuticals facilities)

 

Vaccines and blood testing
 

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Location/Division or Business Unit
  Size of Site (in square meters)
  Major Activity
 
Siena/Rosia, Italy   97,000
(production and R&D facilities)
  Vaccines
 
Marburg, Germany   45,000
(production and R&D facilities)
  Vaccines
 
Cambridge, MA   9,000   Vaccines
 
Sandoz        

Kundl and Schaftenau, Austria

 

449,000
(production and R&D facilities)

 

Biotech processes, pharmaceutical technologies
 
Menges, Slovenia   131,000
(production and R&D facilities)
  Biotech products and active drug substances
 
Ljubljana, Slovenia   83,000
(production and R&D facilities)
  Broad range of oral sterile finished dosage forms and new delivery systems
 
East Hanover, NJ   6,000   Broad range of finished dosage forms
 
Rudolstadt, Germany   37,000 (production and R&D facilities)   Finished dosage forms for inhalation and ophthalmics
 
Holzkirchen, Germany   17,000 (production and R&D facilities)   Broad range of dosage forms, including implants and transdermal therapeutic systems
 
Boucherville, Canada   14,000
(production and R&D facilities)
  Injectable and ophthalmic products
 
Kolshet, India   20,000
(production and R&D facilities)
  Generic pharmaceuticals
 
Unterach, Austria   15,000 (production and R&D facilities)   Oncology injectables
 
Consumer Health        
 
OTC

 

 

 

 

Lincoln, NE

 

46,400
(production and R&D facilities)

 

Tablets, capsules, liquids, ointments, creams and high potent compounds
 
Nyon, Switzerland   15,000
(production and R&D facilities)
  Over-the-counter medicine products
 

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Location/Division or Business Unit
  Size of Site (in square meters)
  Major Activity
 
Thane, India   2,000
(R&D facilities)
  Tablets, capsules, powders, creams, ointments, oral liquids
 
  Animal Health        

St. Aubin, Switzerland

 

26,000

 

Parasiticides, therapeutics for companion and farm animals
 
Larchwood, IA   13,000
(production and R&D facilities)
  Veterinary vaccines
 
Yarrandoo, Australia   3,000   Animal Health products
 
Victoria, Canada   3,000   Aquaculture vaccines
 
Basel, Switzerland   2,000   Animal Health products
 
  CIBA Vision        

Duluth, GA

 

10,000

 

Vision-related medical devices
 
Grosswallstadt, Germany   3,000   Vision-related medical devices
 
Singapore   350   Vision-related medical devices
 

        Substantial progress has been made in the long-term redevelopment of our St. Johann headquarters site in Basel, Switzerland. This project, called "Campus," was started in 2001 with the aim of transforming the site into a center of knowledge with a primary emphasis on international corporate functions and research activities. At that time, changes needed to be made to the Campus, since the site had originally been designed primarily for pharmaceuticals production, but Research and Development had come to account for a greater proportion of our activities at the site. Through December 31, 2010, the total amount paid and committed to be paid on the Campus Project was $1.9 billion. We expect that, through 2015, we will spend more than $2.6 billion on the Campus and to transfer production facilities from the Campus to other sites in the Basel region. We intend to fund these expenditures from internally developed resources.

        In 2007, NIBR opened a start-up facility for our new R&D center in Shanghai, China (CNIBR). In 2008, we broke ground on Phase 1 of a new facility that was originally to be home to approximately 400 R&D scientists and approximately 400 other Pharmaceuticals Division personnel. In 2009, we announced that we would expand the scope of the site and invest $1 billion over the next five years to increase the size of CNIBR so that it would become the largest pharmaceutical research and development institute in China, and the third largest Novartis research institute worldwide. Based on a re-evaluation of the site conducted in 2010, the current Phase 1 has been extended by two buildings to fulfill the requirements for the cross-divisional Shanghai campus to house 800 offices and 400 laboratory work places. Through December 31, 2010, the total amount paid and committed to be paid on the CNIBR Project is $82 million.

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        In June 2008, the Vaccines and Diagnostics Division broke ground on a new rabies and tick-borne encephalitis manufacturing facility in Marburg, Germany which is expected to require a total investment of approximately $240 million. Construction is proceeding and the facility is anticipated to open in 2012. As of December 31, 2010, the total amount paid and committed to be paid on this project was $227 million.

        In November 2009, the Vaccines and Diagnostics Division opened the division's new cell culture-based influenza vaccine manufacturing site in Holly Springs, North Carolina. As of December 31, 2010, the total amount spent on the project was $444 million, net of grants reimbursed by the US government. The total investment in this new facility is expected to be least $900 million, partly supported by grants from the US government and prior investments in flu cell culture technologies at the Novartis Vaccines site in Marburg, Germany.

        In September 2009, the Vaccines and Diagnostics Division set the cornerstone for a new vaccine manufacturing facility in Goiana, in the Pernambuco region of Brazil. The manufacturing plant is part of Novartis Vaccines' strategy to enter the Brazilian market, and is aligned with the government's goal to become self-sufficient in vaccine production. Our total investment in the facility is expected to be approximately $300 million. The technical start up of the facility is planned for the end of 2014. Through December 31, 2010, the total amount paid and committed to be paid on this project is $1 million.

        In December 2010, Novartis announced the signing of a Memorandum of Understanding, confirming its intention to build a new full-scale pharmaceutical manufacturing plant in St. Petersburg, Russia. Construction is scheduled to start in 2011 and the plant is expected to produce approximately 1.5 billion units per year (oral solid dosage forms), of which the majority is anticipated to be generic products. Total Novartis Group investment in the plant is expected to be approximately $140 million.


Environmental Matters

        We integrate core values of environmental protection into our business strategy to add value to the business, manage risk and enhance our reputation.

        We are subject to laws and regulations concerning the environment, safety matters, regulation of chemicals and product safety in the countries where we manufacture and sell our products or otherwise operate our business. These requirements include regulation of the handling, manufacture, transportation, use and disposal of materials, including the discharge of pollutants into the environment. In the normal course of our business, we are exposed to risks relating to possible releases of hazardous substances into the environment which could cause environmental or property damage or personal injuries, and which could require remediation of contaminated soil and groundwater. Under certain laws, we may be required to remediate contamination at third party sites, or at certain of our properties regardless of whether the contamination was caused by us, or by previous occupants of the property.

        See also "Item 3. Key Information—Risk Factors—Environmental liabilities may impact our results of operations" and "Item 18. Financial Statements—note 20."

Item 4A.    Unresolved Staff Comments

Not applicable

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Item 5.    Operating and Financial Review and Prospects


5.A    Operating Results

        This operating and financial review should be read together with the Group's consolidated financial statements in this Form 20-F which have been prepared in accordance with International Financial Reporting Standards (IFRS) as published by the International Accounting Standards Board (IASB).


OVERVIEW

        Novartis provides healthcare solutions that address the evolving needs of patients and societies worldwide. Our portfolio includes innovative medicines, preventive vaccines and diagnostic tools, generic pharmaceuticals and consumer health products. Novartis is the only company to have leadership positions in each of these areas.

        The Group's businesses are organized in four global operating divisions:

        In addition, the Group's healthcare portfolio is complemented by its 77% ownership of Alcon, Inc. (Alcon), which discovers and develops innovative eye care products to improve the quality of life by helping people see better. On December 15, 2010, we announced that we had entered into a definitive agreement with Alcon to merge Alcon into Novartis, subject to certain approvals and conditions. The merger is currently expected to be completed during the first half of 2011. Following the expected successful completion of the merger, Alcon is planned to be established as a new Novartis division that will include CIBA Vision and selected ophthalmic medicines.

        Novartis has leadership positions in each of these businesses, giving us the capacity to address customer and patient needs across segments of the healthcare marketplace. We believe that our ability to innovate in all these segments will allow us to tailor our portfolio in response to market opportunities, and will enable Novartis to continue as an industry leader.

        Headquartered in Basel, Switzerland, the Group employed approximately 119,000 full-time equivalent associates as of December 31, 2010 (including Alcon), with operations in more than 140 countries around the world.


FACTORS AFFECTING RESULTS OF OPERATIONS

        A number of key factors influence the Group's results of operations and the development of our businesses.

        The fundamentals of the healthcare industry remain robust due to long-term demographic and socioeconomic trends worldwide. Both in industrialized countries and emerging markets, the aging of the population, together with sedentary lifestyles and poor nutrition, are producing a rising incidence of chronic diseases. These and other factors, including greater demand for medical care in emerging markets, are prompting greater use of medicines and other healthcare products. Consistent investments in innovation and advancing technologies also are supporting the development of new medicines to better treat many diseases.

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        At the same time, other factors have created a business environment that has increased risks. The growing burden of healthcare costs as a percentage of Gross Domestic Product (GDP) in many countries has led governments and payors to focus on controlling spending ever more tightly, including through price reductions on our products and greater use of generic drugs. In addition, greater emphasis on safety by government regulators has made securing approvals for new drugs increasingly difficult.

        We believe that Novartis is strategically well-positioned to operate successfully in this evolving landscape. We expect that our broad, focused portfolio, our capacity to innovate resulting in a rich pipeline of new medicines, and our established presence across regions should enable us to grow and change along with the healthcare marketplace.


Fundamental Drivers Remain Strong

        Long-term trends in the composition and behavior of the worldwide population are fueling access to and demand for healthcare. The global population is becoming older, rapid economic development in the emerging markets is fueling demand for greater healthcare as lifestyles are becoming less active, and chronic diseases are becoming increasingly common. In addition, scientific advances continue to open new frontiers in patient treatment, creating major opportunities for improved care. These trends are expected to sustain steady growth in the healthcare market overall in the coming years, and to drive accelerating growth in key segments.

An Aging Global Population

        Scientific advances in treating diseases and increased access to healthcare worldwide have enabled people across the globe to enjoy longer and healthier lives. The rise in life expectancy is coincident with a decline in birth rates, increasing the proportion of the elderly around the world. Over the next decade, there is expected to be a 75% increase in the number of people over the age of 60 and by 2040, there are expected to be twice as many people in the developed world over the age of 60 as there will be under 15. The proportion of the elderly is growing even faster in the developing world; according to the United Nations, in China the ratio of people over 60 to the rest of the population is projected to rise by more than 15% annually until 2040.

        As the global population ages, there will continue to be an accelerating need for treatments for the diseases and conditions that disproportionately afflict the elderly. Novartis has many such products in its portfolio, including innovative offerings for the treatment of cancer, neurodegenerative diseases, ophthalmological diseases, and cardiovascular conditions.

Growth of Emerging Markets

        The growing prosperity of the developing world is expected to accelerate in the coming years. It is estimated that by 2030 emerging markets will account for 60% of global GDP. This economic growth is greatly expanding access to healthcare in these geographies. In India, for example, rising income is fueling the purchase of insurance coverage, and it is estimated that approximately 220 million people will have coverage by 2015. Further, economic studies have shown that once a country's GDP reaches a certain level, its healthcare spending usually accelerates. IMS Health, a leading provider of industry data, estimates that key emerging healthcare markets—including markets such as Brazil, China, India, Mexico, Russia, South Korea and Turkey—will grow 14% to 17% per year through 2014, while developed markets will likely grow only 3% to 6% over the same period. According to IMS Health, by 2013, China is expected to become the third largest prescription drug market behind the United States and Japan. The healthcare needs of emerging markets are also evolving to more closely match their counterparts in the developed world. Cancer is now a bigger killer in developing countries than tuberculosis, malaria and AIDS combined, and chronic diseases are increasingly replacing infectious diseases as the most urgent healthcare issue.

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        In order to meet the healthcare needs of their citizens, many governments of developing countries are significantly increasing their healthcare spending. For instance, in 2009, 70% of China's 1.3 billion people were uninsured. In response, the Chinese government launched an ambitious, $124 billion effort to provide insurance coverage to approximately 90% of its population by 2011. The Russian government recently pledged $10 billion to reform its healthcare system, and Pharmexpert, a leading Russian market research firm, forecasts that if current trends continue, the Russian pharmaceutical industry/market will exceed $60 billion by the end of the decade.

        At a time of slowing pharmaceutical sales growth in many industrialized countries, this expansion in many emerging markets has led to higher sales growth rates and an increasing contribution to the industry's global performance. The recent government investments in healthcare in key emerging markets can be expected to increase the healthcare industry's opportunities in such markets. As a result we expect that, in the long term, success in our industry will increasingly depend on the ability to meet not only the needs of patients in developed markets, but also those of patients in emerging markets all over the world.

        Many of these emerging markets have little, if any, distinction between pharmaceuticals, OTC and generic products. Given the Group's portfolio, Novartis has an advantage in such markets. We have the ability to offer a broad spectrum of medicines to treat various diseases and we have launched initiatives to take better advantage of growth opportunities. As a result, emerging markets and other markets excluding the US, Europe and Japan accounted for approximately 25% of Group net sales in 2010, and they are expected to make increasingly significant contributions to future results of operations.

Lifestyle Changes Boost Prevalence of Chronic Illnesses

        The global healthcare community has had success over the last decade reducing the rates of infectious diseases such as malaria and tuberculosis. Increasingly, chronic diseases are being identified as a key threat to global health. As a result of the aging of the global population, increased rates of obesity, and habits such as cigarette smoking, chronic diseases—including cardiovascular disease, diabetes, glaucoma and chronic respiratory diseases—now account for 60% of deaths around the world. Chronic obstructive pulmonary disease (COPD) alone affects more than 200 million people worldwide, and is projected to become the world's third-leading cause of death by the end of this decade.

        Once considered a problem only in wealthy countries, due to economic growth and shifting nutritional habits, the prevalence of people who are overweight or are obese is dramatically increasing in low- and middle-income countries, as reported by the World Health Organization (WHO) in a 2006 study. In fact, there are now more obese people in the world than there are malnourished people, and the WHO ranks obesity as the world's largest public health problem. Obesity rates are rising among both children and adults, in the developed world and in developing economies. One study conducted by Tulane University in the United States estimated that by 2030, the majority of the world's population will be overweight or obese. Obesity and inactive lifestyles are important risk factors for diabetes, cardiovascular conditions and other serious diseases, including cancer. Novartis offers many products to help address the needs of patients with these diseases and other chronic diseases, and plans to continue to make significant investments in new treatments to address this growing health threat.

Scientific Advances Opening New Opportunities for Targeted Therapies

        Ongoing developments in technology and advances in scientific understanding, particularly around the human genome, are laying the foundation for the creation of new treatments for medical conditions for which current treatment options are inadequate or non-existent. Further, we are gaining a greater capability to identify the specific biological factors, called "biomarkers," that indicate whether or not a given drug will be effective for a particular patient. It is estimated that up to 95% of the variability in drug response may be due to genetic differences. Effectively pairing treatments and genetic biomarkers has tremendous potential both in terms of patient health and healthcare savings.

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        The science of biomarkers is just one element of a larger industry trend towards what is called "personalized medicine." The emphasis of personalized medicine is on finding the most appropriate treatment for an individual patient. Personalized medicine is expected to be a major growth driver for the industry, with the market expected to quadruple in size over the next five years, growing to approximately $160 billion.

        The principle of "following the science" forms the basis of the Novartis approach to research and development. We employ state-of-the-art technology in order to achieve an understanding of the mechanism of diseases within the body, and then use this understanding as the basis for the development of targeted therapies, a number of which have already been brought to market. In addition, consistent with our science-focused strategy, Novartis has developed a unit within our Pharmaceuticals Division to refine the diagnostic tools made possible by personalized medicine with a goal of capitalizing on the commercial opportunities they represent.


Increasingly Challenging Business Environment

        The increasing demand for healthcare worldwide and the advances of science offer healthcare companies opportunities for growth and to help improve patient outcomes. However, the operating environment for healthcare companies has become increasingly challenging. The recent global financial crisis coupled with rising demands on healthcare systems have led to a renewed focus on cost containment by governments and payors across the globe. Research and development of new products has been made more complicated and costly due to high levels of regulatory and safety scrutiny. In addition, the industry faces the continued expiration of patents and the growing market prominence of generic products, which represents a significant challenge to our Pharmaceuticals Division.

Increased Pressure to contain Healthcare Spending

        The growth of overall healthcare costs as a percentage of GDP in many countries means that governments and payors are under intense pressure to control spending even more tightly. These pressures are particularly strong given the lingering effects of the recent global economic and financial crisis, including the ongoing debt crisis in certain countries in Europe. As a result, our businesses and the healthcare industry in general are operating in an ever more challenging environment with very significant pricing pressures. These ongoing pressures affect all of our businesses that rely on reimbursement—including Pharmaceuticals, Sandoz, Vaccines and Diagnostics—and involve government imposed industry-wide price reductions, mandatory pricing systems, reference pricing initiatives, an increase in imports of drugs from lower-cost countries to higher-cost countries, shifting of the payment burden to patients through higher co-payments, limiting physicians' ability to choose among competing medicines, mandatory substitution of generic drugs, and growing pressure on physicians to reduce the prescribing of patented prescription medicines.

        As a result of such measures, we faced downward pricing pressures on our branded and generic drugs in many countries in 2010. For example, Greece imposed temporary price cuts of 3% to 27%. Germany increased the required rebate for certain products from 6% to 16%. Turkey imposed a discount on certain products of 11% to 23%. And Spain imposed a discount of 7.5% on branded drugs and a discount of 25% on generic drugs.

        We expect these pressures to continue in 2011 as healthcare payors around the globe—in particular government-controlled health authorities, insurance companies and managed care organizations—step up initiatives to reduce the overall cost of healthcare.

Increasing Regulatory, Safety Hurdles

        Our ability to continue to grow our business and to replace sales lost due to the end of market exclusivity depends upon the success of our research and development activities in identifying and

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developing high-potential breakthrough products that address unmet needs, are accepted by regulators, patients and physicians, and are reimbursed by payors. Developing new pharmaceutical, biologic and vaccine products and bringing them to market, however, is a highly costly, lengthy and uncertain process. Following several widely publicized issues in recent years, health regulators are increasingly focusing on product safety. In addition, authorities have paid increased attention to the risk/benefit profile of pharmaceutical products with an increasing emphasis on product safety and the value-add of products. These developments have led to requests for more clinical trial data, for the inclusion of a significantly higher number of patients in clinical trials, and for more detailed analysis of the trials. As a result, the already lengthy and expensive process of obtaining regulatory approvals for pharmaceutical products has become even more challenging.

        The post-approval regulatory burden on pharmaceutical companies has also been growing. Approved drugs have increasingly been subject to requirements such as Risk Evaluation and Mitigation Strategies (REMS), Risk Management Plans, comparative effectiveness studies, Health Technology Assessments, and requirements to conduct post-approval Phase IV clinical trials to gather detailed safety and other data on products. These requirements make the maintenance of regulatory approvals and achieving reimbursement for our products increasingly expensive, and further heighten the risk of recalls, product withdrawals, or loss of market share. Going forward, we expect that there will be even greater regulatory attention to minimizing risk and to maximizing benefit on the level of the individual patient.

        While Novartis continues to be an industry leader in approvals, similar to our industry peers we have been required by health authorities to conduct additional clinical trials, and to submit additional analyses of our data in order to obtain product approvals. We have had REMS and other such requirements imposed as a condition of approval of our new drugs. These have increased our costs of, and caused delays in obtaining approvals of new products, and have created a risk that safe and efficacious products will not be approved, or will be removed from the market after previously having been approved. Novartis aims to counter such challenges through our focus on quality and innovation, and through our emphasis on understanding disease pathways, which we believe will enable us to continue to bring differentiated new medicines to the market that effectively address patients' unmet medical needs.

Patent Expirations and Generic Competition Pressure the Pharmaceutical Industry

        The pharmaceutical industry faces an unprecedented level of patent expirations in the coming years, a primary factor cited by experts as limiting industry growth. For the industry as a whole, the introduction of new products is not expected to generate the same magnitude of industry sales as the products losing market exclusivity.

        The ability to successfully secure and defend intellectual property rights is important to the Pharmaceuticals Division. The loss of exclusivity for one or more important products—due to patent expiration, generic challenges, competition from new branded products, or changes in regulatory status—could have a material negative impact on the Group's results of operations. Novartis takes legally permissible steps to defend its intellectual property rights, including initiating patent infringement lawsuits against generic drug manufacturers.

        Some of our best-selling products are expected to face significant competition beginning as early as this year due to the end of market exclusivity resulting from the expiry of patent protection.

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        We plan to replace revenue lost from such products with revenue from our recently launched products (products launched since 2007 comprised 21% of our sales in 2010). Nevertheless, the loss of sales from key products remains a major challenge to our business.

Legal Proceedings may have a significant negative Effect on Results of Operations

        In recent years, there has been a trend of increasing litigation against the industries of which we are a part, especially in the US. A number of our subsidiaries are, and will likely continue to be, subject to various legal proceedings that arise from time to time. As a result, we may become subject to substantial liabilities that may not be covered by insurance. Litigation is inherently unpredictable, and large verdicts can occur. As a consequence, we may in the future incur judgments or enter into settlements of claims that may have a material adverse effect on our results of operations or cash flows.

        Governments and regulatory authorities have been stepping up their compliance and law enforcement activities in recent years in key areas, including corruption, marketing practices, antitrust and trade sanctions. Our businesses have been subject to significant civil litigation as well as governmental investigations and information requests by regulatory authorities. For further information on various legal proceedings, see "Item 18. Financial statements—note 20".


Novartis Strategies for Sustainable Growth

        Novartis believes it has an excellent portfolio to address the demands of the fast-changing healthcare environment. In addition, we are implementing longer-term strategic initiatives focusing on our key priorities of innovation, growth and productivity in order to make our growth sustainable.

The Novartis Growth Strategy: Focused Diversification

        The Novartis portfolio of healthcare businesses gives us a strong position to meet many of the needs of customers and patients in today's healthcare marketplace. Sustained growth in the industry requires the capacity to adapt to changing and expanding markets, to collaborate with industry stakeholders, and to deliver new treatments based on new medical advancements that improve patient health. We believe that Novartis has both the scope and innovative capacity to deliver this in many attractive segments of the healthcare market globally.

        Novartis maintains a leadership position in developing and delivering prescription medicines (Pharmaceuticals), preventative vaccines and diagnostic tools (Vaccines and Diagnostics), complex, differentiated generics and biosimilars (Sandoz), as well as market-leading over-the-counter offerings, medicines for animals, and consumer eye care products (Consumer Health). In addition, through Alcon, we have acquired a leading presence in the dynamic eyecare market. As a consequence, Novartis is not dependent for growth on any one product, region, or market. Our growth is sustained by our strong position in diverse market segments, with a focus on the areas of greatest customer and patient need.

        Despite governmental pressure on prices and generic competition, the healthcare landscape continues to offer growth opportunities. We believe that the Novartis portfolio will allow us to continue to grow, and to improve healthcare outcomes for patients across treatment categories all over the world.

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Pharmaceuticals: Expanding a Pipeline of Innovative Medicines

        Novartis has developed innovative medicines for the treatment of cancer, cardiovascular disease, and neurological conditions, to name a few. Yet urgent patient need remains, as many diseases and conditions lack effective treatments, or any treatment at all. In addition, the aging of the global population and the worldwide acceleration in the incidence of chronic disease and obesity have created new urgency for treatments of conditions such as chronic respiratory conditions, hypertension and diabetes.

        Novartis Pharmaceuticals continues to invest in a robust pipeline of promising new medicines to meet the needs of the global patient population. We have led the industry in approvals of new molecular entities in the US and EU over the last several years, and in 2010, our Pharmaceuticals Division invested $6.2 billion in R&D (excluding impairment and amortization charges), or 20.1% of net sales.

        Further, our ability to constantly rejuvenate our portfolio through new offerings, such as Gilenya, which was approved in the US and other countries in 2010 for relapsing forms of multiple sclerosis, allows us to sustain growth even in the face of factors such as patent loss, increased generics competition and government pricing caps. In 2010, recently launched products (those launched since 2007) accounted for $6.6 billion, 21% of net sales, compared to 16% in 2009. We expect these products as well as new products to be launched over the next five years to generate an increasing proportion of our sales.

Vaccines and Diagnostics: Preventing Disease

        As global healthcare costs rise and chronic diseases become a greater burden in emerging markets, the prevention of disease has taken on new urgency. Governments and payors are increasingly recognizing the essential roles played by vaccines and blood screening in prevention, and in generally maintaining worldwide health.

        The vaccines market continues to expand, with expected growth of approximately 10% annually for the next five years. We are focused on developing safe and effective methods to better prevent various forms of the flu as well as other major causes of human illness. Novartis vaccines research is leading advances in the way vaccines are made in order to bring to patients novel offerings to effectively prevent devastating infectious diseases.

        We have successfully incorporated cutting edge technologies into our research practices, including the use of genomics and reverse vaccinology. These processes were essential in the development, for example, of our response to last year's A (H1N1) pandemic flu, and in our development of Bexsero, our investigative vaccine against the B serogroup of meningococcal disease, which infects between 20,000 and 80,000 people each year, with infants being most at risk. We have also launched several tailored alliances to bring vaccines to many parts of the developing world, strengthening our presence in key emerging markets and providing vaccines for patients with critical unmet needs.

Sandoz: Creating Affordable, Effective Alternatives to Complex Drugs

        Governments and healthcare providers worldwide are increasingly transitioning to generic medicines as an alternative to branded prescription products in order to contain overall healthcare spending. By 2015, branded pharmaceuticals with sales totaling $140 billion will lose their patent protection and face potential competition from generic alternatives. There is a particular demand for generic alternatives to complex branded treatments, as these treatments are often among the most costly. This demand has made the market for differentiated, "difficult-to-make" generics one of the fastest growing and most attractive segments of the generics industry. Sandoz has established itself as a leader in developing "difficult-to-make" products, including inhalers, oncology injectables, patches and biosimilars. The significant technological capabilities and expertise required to develop such treatments and related costs represent a significant barrier to entry for most companies. However, Sandoz has been effective in leveraging the innovative technological capabilities and commercial scope of the entire Novartis Group in order to overcome these hurdles. In 2010, Sandoz became the first company to launch generic enoxaparin

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sodium—the best-selling medicine in its class in the US—delivering on our strategy of being first-to-market with key products, and underscoring our leadership in differentiated products.

        In addition, we have selectively strengthened these capabilities via targeted acquisitions, for example of EBEWE Pharma, a private Austrian generics manufacturer specializing in oncology injectables, and of Oriel Therapeutics, a private US company specializing in the development of generic inhaled medicines.

        Sandoz has had great success in creating highly complex biosimilars, with a 2010 market segment share of over 50%. Sandoz is also the first and only company with more than one biosimilar on the market in Europe, and achieved the first-ever biosimilar approvals in the US, Japan and Canada. Our strong biosimilars pipeline, with more than eight molecules in development, give us an opportunity to remain at the forefront of this key sector, driving continued growth and making healthcare more affordable for patients.

Consumer Health: Offering At-Home Treatment Options to Patients Worldwide, Medicines for Animals and Consumer Eye Care Products

        Accelerated healthcare spending is leading governments, payors and other healthcare providers to seek ways to reduce overall healthcare costs. In many cases, over-the-counter (OTC) medicines provide a cheaper, effective alternative to prescription options. In addition, wider availability of health information via the internet that empowers patients to play a greater role in their own healthcare can lead them to choose OTC offerings in treating or preventing illness. We plan to drive growth in OTC by increasing the scale of business in top markets and expanding our portfolio in core disease areas such as gastrointestinal and pain relief.

        Another way we can maximize the return on investment in research into new medicines is to seek to treat animals with the same compounds as those in medicines for humans. In many cases, our Pharmaceuticals Division's medicines in adjusted doses and dosage forms have applications for animal populations that are important to human societies, such as farm and companion animals. We are able to leverage synergies across research and development and manufacturing to make Animal Health an important second stream of growth for our new and existing treatments.

        CIBA Vision, which experienced robust growth in 2010, offers a range of contact lenses and contact lens supplies. These include technologically sophisticated products such as the Air Optik line of next generation silicone hydrogel lenses. One of the key products in this line, the Air Optik Aqua Multifocal lens, continues to grow sharply after becoming the number one lens for presbyopic users in April 2010, less than 12 months after its launch. We will continue to harness our innovation resources to create tailored vision offerings for developed countries and emerging markets.

Alcon, Inc.: Addressing the World's Eye Care Needs

        As the global population continues to age, healthcare demands in eye care are expected to accelerate. Globally, there are already 65 million people with glaucoma and 22 million people with age-related macular degeneration. As a result, eye care has been one of the fastest growing therapeutic areas in the healthcare industry.

        Novartis has long held an established position in the eye care segment through CIBA Vision and our ophthalmological pharmaceutical portfolio. In 2010, we further strengthened our ability to meet the needs of patients suffering from eye diseases and to capture the growth opportunities of this sector with the completion in August of our acquisition of a 77% majority ownership interest in Alcon, Inc., the world's largest eye care company. In December, we announced a definitive agreement with Alcon to merge Alcon, Inc. into Novartis, subject to certain approvals and conditions. We currently expect this merger to be completed during the first half of 2011.

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        Complementary to the portfolios of Novartis Pharmaceuticals and CIBA Vision, Alcon provides innovative pharmaceuticals and surgical equipment that specialist physicians use to treat glaucoma, cataracts, eye infections and allergies and retinal diseases. It also provides consumer eye care products to patients. Once the merger is completed, we intend to combine our complementary businesses into a new division called Alcon in order to better address patient needs as well as to create value for shareholders.


Our Priorities: Innovation, Growth and Productivity

        Novartis is committed to the larger goal of becoming the most successful and respected healthcare company in the world. To achieve this, we base our operations on three strategic priorities: leading innovation through new research methods and new collaborations with industry stakeholders to better address customer and patient needs; accelerating growth by responding to key market opportunities and developing new treatments and delivering them quickly and efficiently to customers and patients; and improving productivity by streamlining our organization in order to improve profitability and free up resources for new research and development investments. We believe by focusing on these principles we can enhance our capabilities in meeting the world's healthcare needs and continue to drive value for our investors.

Leading Innovation

        Our commitment to scientific innovation underpins our strategy. Our research approach, which focuses on understanding diseases and the molecular pathways that lead to them, has fundamentally changed how we do business. Researching these pathways allows us to establish "proof of concept" via small clinical studies, often in rare diseases, early in the research and development process. Regulatory approval can often also be achieved relatively quickly because of the tremendous unmet need of patients with such rare diseases. While growth is supported by the initial launch of the given compound in the targeted population, we are often also able to conduct parallel development into other potential treatment applications, often with much larger patient populations.

        For example, Ilaris, a medication initially developed and approved for use in the treatment of cryopyrin-associated periodic syndrome (CAPS), a rare disease with a global patient population of only a few thousand people worldwide, has been shown in recent studies to have the potential to treat gout, certain forms of arthritis, diabetes and cardiovascular disease—conditions with patient populations significantly larger than that of CAPS. Afinitor, approved for the treatment of patients with renal cell carcinoma, has received an additional approval this year for the treatment of subependymal giant cell astrocytomas, a benign brain tumor associated with tuberous sclerosis. Afinitor is undergoing priority FDA review for treatment of advanced pancreatic neuro-endocrine tumors for which there are no approved treatments, and is currently being studied in late-stage clinical trials for several other cancers, including advanced breast cancer.

        Our track record of bringing new medicines to the market continues to be industry-leading. Between 2007 and 2010, we secured approval for 12 new molecular entities from the European Medicines Agency and for six from the US Food and Drug Administration. In each case this tally was higher than any other company, indicating that our commitment to consistent investment in innovation is achieving success.

        Novartis is also exploring ways to use technology to improve patient outcomes beyond traditional research and development. We are actively exploring the implementation of telehealth technology, which allows remote monitoring of key health indicators and patient compliance. These technologies could both reduce healthcare costs and improve patient outcomes by allowing healthcare professionals to assess treatments and identify problems in real time.

        We believe that our focus on innovation will enable us to continue to produce breakthroughs that address unmet patient need and further grow our business.

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Accelerating Growth

        Novartis aims to accelerate growth in two key ways—via the introduction of innovative new products as described above and through expansion of our business in the rapidly expanding so-called emerging markets. We have increased our presence in high-growth markets around the world, particularly in the key markets of Brazil, China, India, Russia, South Korea and Turkey. Long-term investments in these areas are crucial to winning market share and being well-positioned to capture the opportunities their expected growth will offer.

        Novartis has taken steps to tailor our presence in these markets to their specific needs. In China, for example, we actively responded to the government's healthcare reform programs by moving from a centralized commercial model to a flexible, decentralized one, in which local teams were empowered to allocate resources and launch programs that made sense for their particular customers. We will continue to expand our commercial infrastructure and capabilities in China, while also pursuing targeted licensing, acquisition and alliance opportunities. In Brazil, we are leveraging our broad portfolio in order to gain scale to compete with consolidating retail channels and to provide key accounts with the full range of Novartis offerings. In India, we are leveraging the capabilities of Pharmaceuticals, Sandoz, and Vaccines and Diagnostics to gain critical mass, and investing in localized products and commercial infrastructure. In Russia, we are building alliances with government, regions and local companies and strengthening key account management to expand our reach. For example, in late 2010, we confirmed our intent to build a new full-scale pharmaceutical manufacturing plant in St. Petersburg, as part of an overall $500 million commitment in local infrastructure and collaborative healthcare initiatives planned over a five-year period.

        In 2010, Novartis (excluding Alcon) generated $4.6 billion, or approximately 10% (2009: 9%) of net sales, from the Group's six priority emerging markets of Brazil, China, India, Russia, South Korea and Turkey, as compared with $30.8 billion, or approximately 64% (2009: 65%) of the Group's net sales, in the world's seven largest developed markets. However, combined net sales in the six priority emerging markets grew at the more rapid pace of 12% in constant currencies in 2010, compared to 8% constant currency growth achieved in the seven largest developed markets. Hence, emerging markets are making increasingly significant contributions to our results, a trend we expect to continue.

        In addition, Novartis recognizes that in order to achieve our larger goal of addressing unmet customer and patient needs worldwide, we must work with other stakeholders to help them achieve their goals. Hence, we are adapting our commercial strategy, moving away from a transactional model and instead seeking new alliances with our customers based on a shared commitment to improving patient outcomes. We are working together with hospitals to improve patient care through our broad portfolio, with retailers to provide comprehensive healthcare solutions, and with payors to support disease management programs and to apply health economics and outcomes research. As the healthcare marketplace expands and evolves, Novartis believes such tailored approaches to customers will be essential to sustaining long-term growth and promoting global health.

Driving Productivity

        Productivity forms a central strategic principle for Novartis. We integrate efforts toward greater productivity and increased efficiency into all our operations, constantly seeking ways to simplify and streamline processes and to reduce costs to improve margins. Productivity thus forms part of the culture within Novartis, as we look for ways to free up resources that can be devoted to customers, growth initiatives, and research and development into new offerings for patients with unmet needs.

        In recent years, we have also launched several specific initiatives to improve productivity. Our Customers First program, first launched in 2009, continues to capture cross-divisional synergies that lower operational costs and foster additional growth. The program leverages the breadth of divisions to better meet customer needs, to drive top-line growth, to increase service quality, and to achieve back-office savings. Rolled out in 45 countries, the program has been successful in improving annual incremental sales in several regions.

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        In addition, we recently launched a Group-wide review of our manufacturing footprint of 86 manufacturing sites and 17 in-house operated warehouses. We have also realigned our Pharmaceuticals commercial team in the US to put additional resources behind the greatest growth opportunities. Finally, we have made Procurement a major source of savings by leveraging our scale through implementation of global category management and by creating country Centers of Excellence in key markets.


Acquisitions, Divestments and Other Significant Transactions

        Novartis has made several acquisitions, strategic investments and divestments in recent years that have had a significant and ongoing impact on its financial condition and results of operations, see "Item 18. Financial Statements—note 2".

Acquisitions in 2010

Corporate—Alcon, Inc.

        On August 25, 2010, Novartis completed the acquisition of a further 52% interest in Alcon, Inc. (Alcon) following on from the January 4, 2010 announcement that Novartis had exercised its call option to acquire Nestlé's remaining 52% Alcon interest for approximately $28.3 billion or $180 per share. This increased the interest in Alcon to a 77% controlling interest as Novartis had already acquired an initial 25% Alcon interest from Nestlé for $10.4 billion or $143 per share in July 2008.

        The overall purchase price of $38.7 billion includes certain adjustments for Alcon dividends and interest due. Sources of financing for the 77% ownership, including the initial 25% stake purchased in mid-2008, were $17.0 billion of available cash, and $13.5 billion from bonds raised in March 2010 as well as in 2008 and 2009. In addition, during 2010, we raised funds through our commercial paper program, which was used for general corporate purposes of the Novartis Group, as well as for intercompany financing purposes in connection with the acquisition of the 52% interest in Alcon.

        The purchase price allocation is final, except for any matters that may arise following 100% ownership. It resulted in a fair value of net identifiable assets of $27.1 billion. Novartis has chosen to record the outstanding non-controlling interests in Alcon at their proportionate share of identifiable net assets amounting to $6.3 billion. Accordingly, goodwill ($17.9 billion) is calculated as the difference between the sum of the fair value of the consideration transferred for the additional 52% interest ($28.3 billion) and the fair value of the initial 25% interest of Novartis ($10.4 billion) in Alcon less 77% of the amount of net identifiable assets recognized ($20.8 billion) at the acquisition date.

        For business combinations achieved in stages, IFRS requires that any previously held interest of an acquirer in an acquiree is adjusted to its fair value through the consolidated income statement as of the acquisition date. The agreement that Novartis entered into with Nestlé in 2008 specified an average price of up to $168 per share for all of the approximately 77% interest in Alcon held by Nestlé, including $143 per share for the initial 25% interest acquired by Novartis in 2008, and a maximum of $181 per share for the remaining 52%, including a premium for the change of majority ownership.

        Novartis has reassessed the fair value of the initial 25% non-controlling interest in Alcon it acquired from Nestlé in 2008. Novartis determined a fair value of approximately $38.7 billion for the total interest in Alcon currently owned by Novartis based on a price of $168 per Alcon share, which is the per share value proposed for acquiring the outstanding non-controlling interests, discussed further below, and also the approximate average price per share paid by Novartis for the total interest acquired from Nestlé. Novartis assessed the fair value attributable to the initial 25% non-controlling interest as of August 25, 2010 (the date of the acquisition of the 52% majority ownership interest in Alcon) by deducting from the fair value of approximately $38.7 billion for its total interest in Alcon acquired from Nestlé the amount paid for the 52% majority ownership interest of $28.3 billion (which included a premium for gaining majority ownership). This results in a fair value for the initial non-controlling interest in Alcon of approximately $10.4 billion. As this fair value of the initial non-controlling interest exceeds the recorded

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book value of the initial non-controlling interest of approximately $10.0 billion, Novartis has recorded a revaluation gain of $378 million.

        This gain has been reduced by $43 million of accumulated losses recorded in the comprehensive income of Novartis since the July 2008 acquisition date of the initial interest. These accumulated losses were recorded under the equity accounting method, which requires such accumulated losses to be recycled into the consolidated income statement at the time of acquiring majority ownership. The net amount of $335 million is recorded as a gain under Income from Associated Companies.

        Since the acquisition of majority ownership in Alcon, Inc. on August 25, 2010, Alcon has contributed net sales $2.4 billion and operating income of $323 million.

        On December 15, Novartis announced that it has entered into a definitive agreement to merge Alcon into Novartis for Novartis shares and a Contingent Value Amount (CVA). Under the terms of the agreement, the merger consideration will include up to 2.8 Novartis shares and a CVA to be settled in cash that will in aggregate equal $168 per share. If the value of 2.8 Novartis shares is more than $168 the number of Novartis shares will be reduced accordingly. The total merger consideration for the non-controlling interest will be $12.9 billion, comprising of up to 215 million Novartis shares and a potential CVA to be settled in cash.

        The merger is currently expected to be completed during the first half of 2011 and is conditional on clearance of a registration statement by the US Securities and Exchange Commission, two-thirds approval by the shareholders of each of Novartis and Alcon voting at their respective meetings and other customary closing conditions.

        The proposed acquisition of the remaining outstanding non-controlling interests in Alcon via the merger is a separate transaction following the previous acquisition of majority ownership in Alcon by Novartis. As it changes the Novartis ownership in Alcon but does not result in a change of control, it is accounted for as an equity transaction as required by IAS 27R, meaning assets and liabilities are not revalued as of the date of the acquisition of the outstanding non-controlling interests via the merger, goodwill does not arise and any excess of the consideration paid to acquire the outstanding non-controlling interest over the proportionate share of the outstanding non-controlling interests' net assets is recognized against consolidated equity.

Pharmaceuticals—Corthera

        On February 3, Novartis completed the 100% acquisition (announced on December 23, 2009) of the privately held US-based Corthera Inc., gaining worldwide rights to relaxin for the treatment of acute decompensated heart failure and assumed full responsibility for development and commercialization for a total purchase consideration of $327 million. This amount consists of an initial cash payment of $120 million and $207 million of deferred contingent consideration. The deferred contingent consideration is the net present value of the additional milestone payments due to Corthera's previous shareholders which they are eligible to receive contingent upon the achievement of specified development and commercialization milestones. The final purchase price allocation resulted in net identified assets of $309 million and goodwill of $18 million. Results of operations since the acquisition date were not material.

Sandoz—Oriel Therapeutics

        On June 1, Sandoz completed the 100% acquisition of the privately held US-based Oriel Therapeutics Inc., to broaden its portfolio of projects in the field of respiratory drugs for a total purchase consideration of $332 million. This amount consists of an initial cash payment of $74 million and $258 million of deferred contingent consideration. Oriel's previous shareholders are eligible to receive milestone payments, which are contingent upon the company achieving future development steps, regulatory approvals and market launches, and sales royalties. The total $258 million of deferred

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contingent consideration represents the net present value of expected milestone and royalty payments. The final purchase price allocation, including the valuation of the contingent payment elements of the purchase price, resulted in net identified assets of $281 million and goodwill of $51 million. Results of operations since the acquisition date were not material.

Other Significant Transactions in 2010

Corporate—Issuance of bond in US dollars

        On March 9, Novartis issued a three-tranche bond totaling $5.0 billion registered with the US Securities and Exchange Commission as part of a shelf registration statement filed by Novartis in 2008. A 1.9% three-year tranche totaling $2.0 billion, a 2.9% five-year tranche totaling $2.0 billion and a 4.4% 10-year tranche totaling $1.0 billion were issued by the Group's US entity, Novartis Capital Corp. All tranches are unconditionally guaranteed by Novartis AG.

Corporate—Change of pension plan in Switzerland

        On April 23, the Board of Trustees of the Novartis Swiss Pension Fund agreed to amend the conditions and insured benefits of the current Swiss pension plan with effect from January 1, 2011. These amendments do not have an impact on existing pensions in payment or on plan members born before January 1, 1956. Under the previous rules, benefits from the plan are primarily linked to the level of salary in the years prior to retirement while under the new rules benefits are also partially linked to the level of contributions made by the members during their active service period up to their retirement. This has led to changes in the amounts that need to be included in the Group's consolidated financial statements prepared using IFRS in respect of the Swiss Pension Fund.

        As part of this change, Novartis, supported by the Swiss Pension Fund, will make transitional payments, which vary according to the member's age and years of service. As a result, it is estimated that additional payments will be made over a ten-year period of up to approximately $481 million (CHF 453 million) depending on whether or not all current members affected by the change remain in the plan over this ten-year period.

        The accounting consequence of this change in the Swiss pension plan rules results in the Group's consolidated financial statements prepared under IFRS reflecting a net pre-tax curtailment gain of $265 million (CHF 283 million) in 2010. This calculation only takes into account the discounted value of transition payments of $202 million (CHF 219 million) attributed to already completed years of service of the affected plan members as calculated in accordance with IFRS requirements. It does not take into account any amount for transitional payments related to their future years of service.

2010 Subsequent Event—Agreement with Johnson & Johnson

        On January 3, 2011, Novartis and Johnson & Johnson signed an agreement to settle all litigations related to the silicone hydrogel patents (JUMP patents) referred to in note 20 above. Under the agreement, Novartis will receive a settlement payment and each party will grant to the other party a fully paid up, irrevocable, worldwide non-exclusive license with no right to sub-license under the respective patent rights. Novartis will record the resulting income in the first quarter of 2011.

2010 Subsequent Event—Tender Offer for Genoptix, Inc. (Genoptix)

        On January 24, 2011, Novartis announced that it has entered into a definitive agreement to acquire Genoptix, Inc. (NASDAQ: GXDX), a specialized laboratory providing personalized diagnostic services to community-based hematologists and oncologists.

        In accordance with the terms of the agreement, Novartis is to commence a tender offer for all outstanding shares of common stock of Genoptix at $25.00 per share in cash. This represents a total equity

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value of $470 million and an enterprise value of $330 million. The Novartis offer represents a premium of 39% over Genoptix's unaffected share price of $17.98 on December 13, 2010. It also implies a 27% premium over the closing price of $19.76 on January 21, 2011.

        The Genoptix Board of Directors has unanimously approved the transaction and agreed to recommend that Genoptix stockholders tender their shares. The transaction is conditional upon the tender of at least a majority of the shares of Genoptix in the tender offer, receipt of regulatory approvals and other customary closing conditions. The transaction is expected to close within the first half of 2011.

Acquisitions in 2009

Sandoz—EBEWE Pharma

        On May 20, Novartis announced a definitive agreement for Sandoz to acquire the specialty generic injectables business of EBEWE Pharma for EUR 925 million ($1.3 billion) in cash, to be adjusted for any cash or debt assumed at closing. This transaction was completed on September 22, 2009. The first payment of EUR 600 million ($0.9 billion) was made in 2009, with the balance to be paid in 2010. Based on a final purchase price allocation, EBEWE's identified net assets were $0.7 billion, which resulted in goodwill of $0.5 billion in 2009. Results of operations from this acquisition, which were not material in 2009, were included from the completion date of this transaction.

Vaccines and Diagnostics—Zhejiang Tianyuan

        On November 4, Novartis announced a definitive agreement to acquire an 85% stake in the Chinese vaccines company Zhejiang Tianyuan Bio-Pharmaceutical Co., Ltd. as part of a strategic initiative to build a vaccines industry leader in China and expand the Group's limited presence in this fast-growing market segment. China is the world's third-largest vaccines market, with annual industry sales of more than $1 billion and expectations for sustained double-digit growth given the government's commitment to improve access to quality healthcare. Terms call for Novartis to purchase an 85% majority interest for approximately $125 million in cash. The transaction, which is expected to be completed in 2011, is subject to certain closing conditions, including receipt of government and regulatory approvals in China.

Other Significant Transactions in 2009

Corporate—Issuance of bond in US dollars

        On February 5, Novartis issued a two-tranche bond totaling $5.0 billion registered with the US Securities and Exchange Commission as part of a shelf registration statement filed by Novartis in 2008. A 4.125% five-year tranche totaling $2.0 billion was issued by the Group's US entity, Novartis Capital Corp., while a 5.125% 10-year tranche totaling $3.0 billion was issued by the Group's Bermuda unit, Novartis Securities Investment Ltd. Both tranches are unconditionally guaranteed by Novartis AG.

Corporate—Issuance of bond in euros

        On June 2, Novartis issued a EUR 1.5 billion bond (approximately $2.1 billion) with a coupon of 4.25% under its EUR 15 billion Euro Medium Term Note Programme. The seven-year bond, issued by Novartis Finance S.A., Luxembourg, has a maturity date of June 15, 2016, and is guaranteed by Novartis AG.

Corporate—Novartis India Ltd.

        On June 8, Novartis completed a tender offer to acquire additional shares from public shareholders and increased its stake in the majority-owned Indian subsidiary, Novartis India Ltd., to 76.4% from 50.9% for approximately INR 3.8 billion ($80 million). Almost all large institutional investors and quasi-institutional shareholders participated in the offer. This transaction resulted in $57 million of goodwill.

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Pharmaceuticals—Idenix

        On August 5, Novartis did not participate in an underwritten public offering by Idenix Pharmaceuticals, which reduced the Group's stake to 47% from the pre-offering level of 53%. As a result of this offering, Novartis no longer controls this company, so Idenix was deconsolidated with effect from September 1, 2009. Idenix has been accounted for on an equity basis since this date, which had no material impact on the Group's consolidated income statement.

Acquisitions in 2008

Corporate—Alcon

        On April 7, Novartis announced an agreement with Nestlé S.A. under which Novartis obtained rights to acquire majority ownership of Alcon Inc. (NYSE: ACL), a Swiss-registered company listed only on the New York Stock Exchange. The potential total value of this transaction is up to approximately $38.5 billion. On July 7, 2008, Novartis acquired a 25% stake in Alcon, representing 74 million shares, from Nestlé for $10.4 billion in cash.

Pharmaceuticals—Speedel

        On July 10, Novartis announced the all-cash purchase of an additional 51.7% stake in Speedel Holding AG (SIX: SPPN) through off-exchange transactions together with plans to buy all remaining shares in the Swiss biopharmaceuticals company in a mandatory public tender offer. In September 2009, Speedel shares were delisted from the SIX Swiss Exchange and Novartis holds now all shares. The price for the 90.5% interest not previously held was CHF 939 million ($888 million) excluding $26 million of cash held by Speedel as of the July 2008 acquisition date of majority control. Speedel has been fully consolidated as a subsidiary since the July acquisition of a majority stake. Based on a final purchase price allocation, Speedel's identified net assets were $472 million, which resulted in goodwill of $493 million in 2008. As a result of this purchase price allocation, the value of the initial 9.5% stake rose by $38 million, which was recorded in the consolidated statement of comprehensive income. The consolidation of Speedel resulted in immaterial amounts being included in the Group's consolidated income and operating cash flow statements for 2008 and 2009.

Pharmaceuticals—Protez

        On June 4, Novartis agreed to acquire Protez Pharmaceuticals, a privately held US biopharmaceuticals company, gaining access to PTZ601, a broad-spectrum antibiotic in Phase II development against potentially fatal drug-resistant bacterial infections. Novartis paid in total $102 million in cash to acquire 100% of Protez, whose owners are eligible for additional payments of up to $300 million contingent upon the future success of PTZ601. Protez has been consolidated since the transaction completion on July 17. Based on the purchase price allocation, identified net assets from Protez amounted to $72 million, which resulted in goodwill of $30 million. The consolidation of Protez resulted in immaterial amounts being included in the Group's consolidated income and operating cash flow statements for 2008 and 2009.

Pharmaceuticals—Nektar pulmonary business

        On October 21, Novartis agreed to acquire Nektar Therapeutics Inc.'s pulmonary business unit for $115 million in cash. In this transaction, which was completed on December 31, 2008, Novartis acquired research, development and manufacturing assets of Nektar's pulmonary business unit, including tangible assets as well as intellectual property, intangible assets and related expertise. The full purchase price was allocated to the net assets acquired with no residual goodwill.

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Other Significant Transactions in 2008

Corporate—Issuance of Swiss franc bonds

        On June 26, Novartis issued two Swiss franc bonds totaling CHF 1.5 billion (approximately $1.4 billion) in the Swiss capital market, with each listed on the SIX Swiss Exchange. One was a 3.5% four-year bond for a total of CHF 700 million issued by Novartis Securities Investment Ltd. and guaranteed by Novartis AG. The other was a 3.625% seven-year bond of CHF 800 million issued by Novartis AG.


CORE RESULTS AS DEFINED BY NOVARTIS

        The Group's operating income, net income and earnings per share from continuing operations have been significantly affected by acquisition-related factors, including the amortization of intangible assets, impairment charges, expenses relating to the integration of acquisitions as well as other items that are, or are expected to accumulate to be, over a $25 million threshold that management deems exceptional.

        Novartis believes that investor understanding of the Group's performance is enhanced by disclosing these performance measures.

        Novartis uses these core measures as important factors in assessing the Group's performance in conjunction with other performance metrics. The following are examples of how these core measures are utilized:

        Despite the use of these measures to management in setting goals and measuring the Group's performance, these are non-IFRS measures that have no standardized meaning prescribed by IFRS. As a result, such measures have limits in their usefulness to investors. Because of their non-standardized definitions, the core measures (unlike IFRS measures) may not be comparable to the calculation of similar measures of other companies. These core measures are presented solely to permit investors to more fully understand how the Group's management assesses underlying performance. These core measures are not, and should not be viewed as, a substitute for IFRS measures.

        As an internal measure of Group performance, these core measures have limitations, and the performance management process is not solely restricted to these metrics. A limitation of the core measures is that they provide a view of the Group's operations without including all events during a period, such as the effects of an acquisition or amortization of purchased intangible assets.

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        The following tables reconcile IFRS results to core results:


2010, 2009 AND 2008 RECONCILIATION OF IFRS RESULTS TO CORE RESULTS—GROUP

Group
  FY 2010
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments(2)   Acquisition-
related
restructuring
and
integration
items(3)
  Exceptional
items(4)
  FY 2010
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

    37,073     1,061     (90 )   471     2     38,517  
                           

Operating income

    11,526     1,135     981     600     (236 )   14,006  
                           

Income before taxes

    11,702     1,560     981     280     (104 )   14,419  
                           

Taxes

    (1,733 )                           (2,390 )(5)
                                   

Net income

    9,969                             12,029  
                                   

Basic earnings per share ($)(6)

    4.28                             5.15  

The following are adjustments to arrive at Core Gross Profit

                                     

Cost of Goods Sold

    (14,488 )   1,061     (90 )   471     2     (13,044 )
                           

The following are adjustments to arrive at Core Operating Income

                                     

Marketing & Sales

    (13,316 )   1                       (13,315 )

Research & Development

    (9,070 )   69     903           18     (8,080 )

General & Administration

    (2,481 )   4                       (2,477 )

Other income

    1,234           (10 )         (739 )   485  

Other expense

    (1,914 )         178     129     483     (1,124 )
                           

The following are adjustments to arrive at Core Income before taxes