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Scott
A. Ziegler, Esq.
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Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
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Title
of each class of
Securities
to be registered
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Amount
to
be registered
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Proposed
maximum aggregate price per unit (1)
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Proposed
maximum
aggregate
offering price (2)
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Amount
of
registration
fee
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American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing one registered share of Novartis
AG
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250,000,000
American
Depositary Shares
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$0.05
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$12,500,000
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$1337.50
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(1)
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Each
Unit represents one American Depositary
Share.
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(2)
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Estimated
solely for the purpose of calculating the registration fee. Pursuant
to
Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance
of
American Depositary Receipts evidencing American Depositary
Shares.
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| Item Number and Caption |
Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
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| (1) | Name and address of Depositary |
Introductory
paragraph
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| (2) | Title of American Depositary Receipts and identity of deposited securities |
Face
of American Depositary Receipt, top center
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| Terms of Deposit: | |||||
| (i) |
Amount
of deposited securities represented by one unit of American Depositary
Shares
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Face
of American Depositary Receipt, upper right corner
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| (ii) |
Procedure
for voting, if any, the deposited securities
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Paragraphs
(13)
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| (iii) |
Collection
and distribution of dividends
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Paragraphs
(4), (5), (7) and (10)
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| (iv) |
Transmission
of notices, reports and proxy soliciting material
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Paragraphs
(3), (8) and (12)
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| (v) |
Sale
or exercise of rights
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Paragraphs
(4), (5) and (10)
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| (vi) |
Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization
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Paragraphs
(4), (5), (10) and (14)
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| (vii) |
Amendment,
extension or termination of the Deposit Agreement
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Paragraphs
(17) and (18)
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| (viii) |
Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of receipts
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Paragraph
(3)
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| (ix) |
Restrictions
upon the right to deposit or withdraw the underlying
securities
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Paragraphs
(1), (2), (4) and (5)
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| (x) |
Limitation
upon the liability of the Depositary
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Paragraph
(15)
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| (3) | Fees and Charges |
Paragraph
(7)
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| Item Number and Caption |
Location
in Form of American Depositary Receipt
Filed Herewith as Prospectus
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| (b) |
Statement
that Novartis AG is subject to the periodic reporting requirements
of the
Securities Exchange Act of 1934 and, accordingly, files certain reports
with the Commission -- and that such reports can be inspected by
holders
of American Depositary Receipts and copied at public reference facilities
maintained by the Commission in Washington, D.C.
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Paragraph
(8)
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| (a)(1) |
Form
of Deposit Agreement.
Amended
and Restated Deposit Agreement dated as of May 11, 2000 among Novartis
AG,
JPMorgan
Chase Bank (fka Morgan Guaranty Trust Company of New York), as depositary
(the "Depositary"), and all holders from time to time of ADRs issued
thereunder (the "Deposit Agreement"). Previously
filed as an Exhibit to Registration Statement No. 333-11758 which
is
incorporated herein by reference.
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| (a)(2) |
Form
of Amendments to Deposit Agreement. Previously filed as Exhibits
to
Registration Statement No. 333-11758 and/or 333-13446 each of which
are
incorporated herein by reference.
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| (a)(3) |
Letter
Agreement dated October 27, 2004 between Novartis AG and
JPMorgan Chase Bank, as depositary. Previously filed as an Exhibit
to
Annual Report on Form 20-F for the year ended December 31, 2004 which
is
incorporated herein by reference.
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| (a)(4) |
Letter
Agreement dated September 12, 2005 between Novartis AG and
JPMorgan Chase Bank, as depositary. Previously filed as an Exhibit
to
Annual Report on Form 20-F for the year ended December 31, 2005 which
is
incorporated herein by reference.
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| (a)(5) |
Form
of ADR. Filed
herewith as Exhibit (a)(5).
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| (b) |
Any
other agreement to which the Depositary is a party relating to the
issuance of the American Depositary Shares registered hereunder or
the
custody of the deposited securities represented
thereby.
Not Applicable.
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| (c) |
Every
material contract relating to the deposited securities between the
Depositary and the issuer of the deposited securities in effect at
any
time within the last three years.
Not Applicable.
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| (d) |
Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities being registered.
Filed herewith as Exhibit (d).
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| (e) |
Certification
under Rule 466.
Filed herewith as Exhibit (e).
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| (f) |
Power
of Attorney.
Included as part of the signature pages
hereto.
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(a)
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The
Depositary hereby undertakes to make available at the principal office
of
the Depositary in the United States, for inspection by holders of
the
American Depositary Receipts, any reports and communications received
from
the issuer of the deposited securities which are both (1) received by
the Depositary as the holder of the deposited securities, and
(2) made generally available to the holders of the underlying
securities by the issuer.
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(b)
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If
the amounts of fees charged are not disclosed in the prospectus,
the
Depositary undertakes to prepare a separate document stating the
amount of
any fee charged and describing the service for which it is charged
and to
deliver promptly a copy of such fee schedule without charge to anyone
upon
request. The Depositary undertakes to notify each registered holder
of an
American Depositary Receipt thirty days before any change in the
fee
schedule.
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Legal
entity created by the form of Deposit Agreement for the issuance
of ADRs
evidencing American Depositary Shares
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By: JPMORGAN
CHASE BANK, N.A., as Depositary
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By: /s/Joseph
M. Leinhauser
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Name: Joseph
M. Leinhauser
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Title: Vice
President
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NOVARTIS
AG
By: _/s/Dr.
Raymond Breu___
Name: Dr.
Raymond Breu
Title: Chief
Financial Officer
By: _/s/Dr.
Urs Baerlocher___
Name:
Dr.
Urs Baerlocher
Title: Head
of Legal and Tax Affairs
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Name
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Title
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/s/Dr.
Daniel Vasella .
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Chairman
and
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Dr.
Daniel Vasella
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Chief
Executive Officer
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/s/Hans-Jörg
Rudloff .
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Vice-Chairman
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Hans-Jörg
Rudloff
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/s/Ulrich
Lehner, Ph.D .
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Vice-Chairman
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Ulrich
Lehner, Ph. D.
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/s/Dr.
Raymond Breu .
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Chief
Financial Officer
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Dr.
Raymond Breu
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/s/Dr.
h.c. Birgit Breuel .
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Director
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Dr.
h.c. Birgit Breuel
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/s/Prof.
Dr. Peter Burckhardt.
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Director
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Prof.
Dr. Peter Burckhardt
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/s/Srikant
Datar, Ph.D. .
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Director
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Srikant
Datar, Ph.D.
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/s/William
George .
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Director
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William
George
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/s/Alexandre
F. Jetzer .
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Director
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Alexandre
F. Jetzer
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/s/Pierre
Landolt .
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Director
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Pierre
Landolt
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/s/Dr.
Andreas von Planta .
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Director
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Dr.
Andreas von Planta.
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/s/Dr.-Ing.
Wendelin Wiedeking
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Director
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Dr.-Ing.
Wendelin Wiedeking
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/s/Prof.
Dr. Rolf Zinkernagel
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Director
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Prof.
Dr. Rolf Zinkernagel
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/s/Paulo
Costa .
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Authorized
Representative in
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Paulo
Costa
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the
United States
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Exhibit
Number
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Sequentially
Numbered
Page
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(a)(5)
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Form
of ADR.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities to be registered.
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(e)
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Rule
466 Certification
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