SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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EON LABS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
29412E100
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(CUSIP Number of Class of Securities)
George Miller Trevor S.Norwitz, Esq.
Novartis AG Wachtell, Lipton, Rosen & Katz
Lichtstrasse 35 51 West 52 Street
CH-4002, Basel New York , New York 10019
Switzerland (212) 403-1000
41-61-324-1111
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
February 20, 2005
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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CUSIP No. 29412E100
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1. NAMES OF REPORTING PERSONS:
Novartis Corporation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
13-1834433
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) [ ]
--------------------------------------------------------
(b) [ ]
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3. SEC USE ONLY:
------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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Number of 7. SOLE VOTING POWER
Shares 0
Beneficially ------------------------------------------------------------
Owned by
Each
Reporting
Person With 8. SHARED VOTING POWER
0
------------------------------------------------------------
3
9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
60,000,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,000,000 (1)
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(1) The Reporting Persons may be deemed to have shared dispositive power
over the Santo Shares (as defined in Item 4) pursuant to the Santo Stock
Purchase Agreement (as defined in Item 4). The Reporting Persons hereby disclaim
beneficial ownership of any shares of Common Stock.
4
CUSIP No. 29412E100
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1. NAMES OF REPORTING PERSONS:
Zodnas Acquisition Corp.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Not available
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) [ ]
-------------------------------------------------------
(b) [ ]
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3. SEC USE ONLY:
------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number of 7. SOLE VOTING POWER
Shares 0
Beneficially ------------------------------------------------------------
Owned by
Each 8. SHARED VOTING POWER
Reporting 0
Person With ------------------------------------------------------------
5
9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
60,000,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,000,000 (2)
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
Shares (See Instructions) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
------------------------------------------------------------
---------------------------
(2) The Reporting Persons may be deemed to have shared dispositive power
over the Santo Shares (as defined in Item 4) pursuant to the Santo Stock
Purchase Agreement (as defined in Item 4). The Reporting Persons hereby disclaim
beneficial ownership of any shares of Common Stock.
6
CUSIP No. 29412E100
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1. NAMES OF REPORTING PERSONS:
Novartis AG
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
98-0363351
------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) [ ]
-------------------------------------------------------
(b) [ ]
-------------------------------------------------------
3. SEC USE ONLY:
------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
WC
------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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Number of 7. Sole Voting Power
Shares 0
Beneficially
Owned by
Each
Reporting 8. Shared Voting Power
Person With 0
------------------------------------------------------------
7
9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
60,132,122
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,132,122(3)
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.7%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(3) The Reporting Persons may be deemed to have shared dispositive power
over the Santo Shares (as defined in Item 4) pursuant to the Santo Stock
Purchase Agreement (as defined in Item 4) and Novartis AG may be deemed to have
shared dispositive power over the Hexal Owned Shres (as defined in Item 5)
pursuant to the Hexal Agreement (as defined in Item 5). The Reporting Persons
hereby disclaim beneficial ownership of any shares of Common Stock.
8
ITEM 1. SECURITY AND ISSUER
This Schedule 13D filed by Novartis AG ("Novartis"), Novartis Corporation,
("Novartis Corp"), and Zodnas Acquisition Corp. ("Zodnas" and, together with
Novartis and Novartis Corp, the "Reporting Persons") relates to the Common
Stock, par value $0.01 per share (the "Common Stock"), of Eon Labs, Inc., a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 1999 Marcus Avenue, Lake Success, NY 11042.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) and (f). The name, business address, present principal
occupation or employment and citizenship of the executive officers and members
of the Board of Directors of each of the Reporting Persons is set forth on
Schedule I hereto and is incorporated herein by reference.
(d) and (e). None of the Reporting Persons nor, to the best knowledge of
each of them, any of the persons listed on Schedule I hereto with respect to
each such Reporting Person during the last five years, (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The funds for the transactions described in Item 4 below will be obtained
from cash on hand.
ITEM 4. PURPOSE OF TRANSACTION
(a) and (b). On February 20, 2005, Novartis Corp, Santo Holding
(Deutschland) GmbH ("Santo") and for purposes of Section 12 thereof only,
Novartis, entered into an Agreement for Purchase and Sale of Stock (the "Santo
Stock Purchase Agreement") relating to the purchase by Novartis Corp (or its
designee) of 60,000,000 shares of Common Stock (the "Santo Shares") representing
approximately 67.5% of the outstanding shares of Common Stock. A copy of the
Santo Stock Purchase Agreement is attached as Exhibit 2.1 hereto and
incorporated by reference herein.
Also on February 20, 2005, Novartis Corp, Zodnas, the Company and for
purposes of Section 10.12 only, Novartis, entered into an Agreement and Plan of
Merger (the "Merger Agreement"). The Merger Agreement provides for Zodnas to
commence a tender offer (the "Offer") for any and all shares of the Common Stock
at a price of $31.00 per share in cash (the "Offer Price"). However, although
the Offer is being made for any and all shares of Common Stock, Santo has agreed
to sell the Santo Shares to Novartis Corp (or its designee) pursuant to the
Santo Stock Purchase Agreement at a price per share that is less than the Offer
Price. Therefore, effectively the Offer will be made for all shares of Common
Stock, other than the Santo Shares (the "Public Shares"). The closing of the
Offer is conditioned, among other things, upon the contemporaneous or
immediately subsequent purchase of the Santo Shares under the Santo Stock
Purchase Agreement. The Merger Agreement further provides that if a majority of
the Public Shares are tendered into the Offer, Novartis Corp will cause a merger
of Zodnas with and into the Company, with the Company surviving, where all of
the remaining holders of Common Stock will receive $31.00 per share (the
"Merger"). In the event that less than a majority of the Public Shares are
tendered into the Offer, the Merger Agreement provides that the standstill
provisions in the Confidentiality Agreement, dated as of February 11, 2005 by
and between Novartis Corp and the Company (the "Confidentiality Agreement") will
be amended to provide that Novartis Corp and Zodnas will be permitted to make
acquisitions of shares of Common Stock that are voluntary to the holders of
Common Stock (such as by means of legally permissible open market purchases or
additional tender offers) and may consummate a merger or other business
combination with the Company prior to February 11, 2006, only if: (1) a majority
of the then-
9
outstanding Public Shares approve such transaction; or (2) Novartis
Corp and its subsidiaries own 90% or more the total outstanding shares of
Company Stock, provided that the price per share of Common Stock paid in any
such transaction described in (2) above is at least equal to the Offer Price.
Following the completion of the Offer, Novartis Corp and Zodnas are
required to use their reasonable best efforts to keep the Common Stock quoted
for trading on the NASDAQ National Market as long as the Company is registered
under the Securities Exchange Act of 1934, as amended and satisfies the NASDAQ
National Market's listing standards (other than standards entirely within the
Company's control).
Further, the Merger Agreement provides that from and after the date on
which Zodnas becomes obligated to accept for payment any and all shares of
Common Stock tendered into the Offer, Novartis Corp will be entitled to
designate each member of the Company's Board of Directors, and the Company will
be required to promptly take all actions necessary to cause Novartis Corp's
designees to be so elected. However, if Novartis and Zodnas have purchased in
the Offer a majority of the Public Shares, then until the effective time of the
Merger, Novartis Corp and Merger Sub will permit the members of the special
committee (the "Special Committee") of the Company's Board of Directors (or
their designees) to remain on the Company's Board of Directors.
A copy of the Merger Agreement is attached hereto as Exhibit 2.2 and
incorporated by reference herein and a copy of the Confidentiality Agreement is
attached as Exhibit 2.3 hereto and incorporated by reference herein.
The summaries of each of the Santo Stock Purchase Agreement, the Merger
Agreement and the Confidentiality Agreement are qualified in their entireties by
reference to the full text of the documents attached hereto as Exhibits 2.1, 2.2
and 2.3, respectively.
A copy of the press release relating to the transactions described above is
attached as Exhibit 99.1 hereto and incorporated by reference herein.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) and (b) On February 16 and 17, 2005, Novartis (Deutschland) GmbH
("Novartis Deutschland") and Novartis (as guarantor) entered into a Share and
Partnership Interest Sale and Transfer Agreement (the "Hexal Agreement"), with
Dr. Andreas Strungmann, Ms. Susan Strungmann, Ms. Nicole Strungmann, Mr. Florian
Strungmann, Dr. Thomas Strungmann, Ms. Cornelia Strungmann, Mr. Fabian
Strungmann, Ms. Janina Strungmann, Ms. Fiona Strungmann, Mr. Felix Strungmann,
Hexal Aktiengesellschaft and A+T Vermogensverwaltung GmbH, relating to the
acquisition of shares in A+T Vermogensverwaltung GmbH as well as partnership
interests in A+T Holding GmbH & Co. KG (the "Hexal Business"). In connection
with the purchase of the Hexal Business, Novartis Deutschland will acquire
132,122 shares of Common Stock currently held by the companies comprising the
Hexal Business (the "Hexal Owned Shares"), which represents approximately .1% of
the outstanding shares of Common Stock.
Other than as described in this Item 5 and in Item 4 above, as of the date
hereof, none of the Reporting Persons are the record holder of any shares of
Common Stock or have the right to acquire any Common Stock.
Novartis Corp may be deemed to have shared power to dispose or to direct
the disposition with respect to the Santo Shares and Novartis may be deemed to
have shared power to dispose or to direct the disposition with respect to the
Hexal Owned Shares. Novartis is the beneficial owner of all Common Stock
beneficially owned by Novartis Corp and Novartis Deutschland.
The Reporting Persons hereby disclaim beneficial ownership of any shares of
Common Stock. To the best knowledge of each of the Reporting Persons, none of
the persons listed on Schedule I hereto with respect to such Reporting Person is
the beneficial owner of any shares of Common Stock.
10
(c) Neither the Reporting Persons nor, to the best knowledge of each of the
Reporting Persons, any of the persons listed on Schedule I with respect to each
such Reporting Person has engaged in any transaction in the Common Stock in the
past 60 days other than as described in Item 4 and Item 5 above.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
See Item 4 and Item 5 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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2.1 Agreement for Purchase and Sale of Stock, by and among Novartis
Corporation, Santo Holding (Deutschland) GmbH and for purposes of
Section 12 only, Novartis AG, dated as of February 20, 2005
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2.2 Agreement and Plan of Merger, by and among Novartis Corporation,
Zodnas Acquisition Corp., Eon Labs, Inc. and for purposes of
Section 10.12 only, Novartis AG, dated as of February 20, 2005
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2.3 Confidentiality Agreement, by and between Novartis Corporation and
Eon Labs, Inc., dated as of February 11, 2005
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99.1 Press Release, dated February 21, 2005
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99.2 Joint Filing Agreement, by and among Novartis AG, Novartis
Corporation and Zodnas Acquisition Corp., dated as of March 2,
2005
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. Dated: March 2, 2005
NOVARTIS AG
By: /s/ Reto Brandli
------------------------------------------
Name: Reto Brandli
Title: Head Group BP&A
By: /s/ Joerg Walther
------------------------------------------
Name: Joerg Walther
Title: Authorized Signatory
NOVARTIS CORP
By: /s/ Martin Henrich
------------------------------------------
Name: Martin Henrich
Title: Executive Vice President
ZODNAS ACQUISITION CORP
By: /s/ Urs A. Naegelin
------------------------------------------
Name: Urs A. Naegelin
Title: Director
12
Exhibit Index
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2.1 Agreement for Purchase and Sale of Stock, by and among Novartis
Corporation, Santo Holding (Deutschland) GmbH and for purposes of
Section 12 only, Novartis AG, dated as of February 20, 2005
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2.2 Agreement and Plan of Merger, by and among Novartis Corporation,
Zodnas Acquisition Corp., Eon Labs, Inc. and for purposes of
Section 10.12 only, Novartis AG, dated as of February 20, 2005
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2.3 Confidentiality Agreement, by and between Novartis Corporation and
Eon Labs, Inc., dated as of February 11, 2005
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99.1 Press Release, dated February 21, 2005
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99.2 Joint Filing Agreement, by and among Novartis AG, Novartis
Corporation and Zodnas Acquisition Corp., dated as of March 2,
2005
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13
DIRECTORS AND EXECUTIVE OFFICERS OF
NOVARTIS, NOVARTIS CORP AND ZODNAS
DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS
The name, address, citizenship and present principal occupation or
employment of each of the directors and executive officers of Novartis are set
forth below. Unless otherwise indicated below, each occupation set forth
opposite an individual's name refers to employment with Novartis.
NAME, FUNCTION AND BUSINESS ADDRESS CITIZENSHIP PRINCIPAL OCCUPATION
Daniel Vasella Switzerland Chairman of the Board of
Chairman of the Board of Directors, Directors, Chief Executive
Chief Executive Officer Officer
c/o Novartis AG
Lichtstrasse 35
CH-4002 Basel, Switzerland
Hans-Jorg Rudloff Germany Chairman of the Executive
Vice Chairman of the Board of Committee of Barclays
Directors Capital
c/o Novartis AG
Lichtstrasse 35
CH-4002 Basel, Switzerland
Prof. Dr. Helmut Sihler Austria Retired
Vice Chairman of the Board of
Directors
c/o Novartis AG
Lichtstrasse 35
CH-4002 Basel, Switzerland
Birgit Breuel Germany Member of the Supervisory
Director Board of Gruner + Jahr AG,
c/o Novartis AG German
Lichtstrasse 35
CH-4002 Basel, Switzerland
Prof. Dr. Peter Burckhardt Switzerland Head of Medical Service at
Director the University Hospital of
c/o Novartis AG Lausanne
Lichtstrasse 35
CH-4002 Basel, Switzerland
Prof. Srikant Datar, PhD. India Senior Associate Dean for
Director Executive Education at
c/o Novartis AG Harvard Business School
Lichtstrasse 35
CH-4002 Basel, Switzerland
William W. George USA Chairman and Chief
Director Executive Officer of
c/o Novartis AG Medtronic, Inc.,
Lichtstrasse 35 Minneapolis
CH-4002 Basel, Switzerland
Alexandre F. Jetzer Switzerland Consultant
Director
c/o Novartis AG
Lichtstrasse 35
CH-4002 Basel, Switzerland
Pierre Landoldt Switzerland President of the Sandoz
Director Family Foundation
c/o Novartis AG
Lichtstrasse 35
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CH-4002 Basel, Switzerland
Prof. Dr. Rolf M. Zinkernagel Switzerland Professor and Director of
Director the Institute of
c/o Novartis AG Experimental Immunology at
Lichtstrasse 35 the University of Zurich
CH-4002 Basel,
Switzerland
Prof. Ulrich Lehner, PhD Germany President and Chief
Director Executive Officer of
c/o Novartis AG Henkel KGaA
Lichtstrasse 35
CH-4002 Basel, Switzerland
Dr.-Ing. Wendelin Wiedeking Germany Chairman of Porsche AG
c/o Novartis AG Director
Lichtstrasse 35
CH-4002 Basel, Switzerland
Dr. Raymund Breu Switzerland Chief Financial Officer
c/o Novartis AG
Lichtstrasse 35
CH-4002 Basel, Switzerland
Dr. Urs Barlocher Switzerland Head of Legal and General
c/o Novartis AG Affairs
Lichtstrasse 35
CH-4002 Basel, Switzerland
Jurgen Brokatzky-Geiger Germany Head of Human Resources
c/o Novartis AG
Lichtstrasse 35
CH-4002 Basel, Switzerland
Dr. Paul Choffat Switzerland Head of Novartis Consumer
c/o Novartis AG Health
Lichtstrasse 35
CH-4002 Basel, Switzerland
Thomas Ebeling Germany Head of Pharmaceuticals
c/o Novartis AG
Lichtstrasse 35
CH-4002 Basel, Switzerland
Mark C. Fishman USA Head of Biomedical
c/o Novartis AG Research
Lichtstrasse 35
CH-4002 Basel, Switzerland
Steven Kelmar USA Head of Public Affairs
c/o Novartis AG and Communications
Lichtstrasse 35
CH-4002 Basel, Switzerland
15
DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS CORP
The name, address, citizenship and present principal occupation or
employment of each of the directors and executive officers of Novartis Corp are
set forth below. Unless otherwise indicated below, each occupation set forth
opposite an individual's name refers to employment with Novartis Corp.
NAME, FUNCTION AND BUSINESS ADDRESS CITIZENSHIP PRINCIPAL OCCUPATION
Daniel Vasella Switzerland Chairman of the Board of
Chairman of the Board of Directors Directors and Chief
c/o Novartis AG Executive Officer of
Lichtstrasse 35 Novartis
CH-4002 Basel, Switzerland
Terence Barnett Great Britain Vice Chairman, President
Vice Chairman of the Board of and Chief Executive
Directors Officer
c/o Novartis Corporation
608 Fifth Avenue
New York, NY 10020,
USA
Dr. Raymund Breu Switzerland Chief Financial Officer of
Director Novartis
c/o Novartis AG
Lichtstrasse 35
CH-4002 Basel, Switzerland
Thomas Ebeling Germany Head of Novartis Pharma
Director
c/o Novartis AG
Lichtstrasse 35
CH-4002 Basel, Switzerland
Fred Meyer Switzerland Retired
Director
c/o Omnicom Group, Inc.
437 Madison Avenue
New York, NY 10022, USA
Urs Naegelin Switzerland Executive Vice President
c/o Novartis Corporation and Chief Financial
608 Fifth Avenue Officer
New York, NY 10020, USA
Dr. Paul Choffat Switzerland Division Head Consumer
c/o Novartis AG Health
Lichtstrasse 35
CH-4002 Basel, Switzerland
Dr. Martin Henrich Switzerland Executive Vice President,
c/o Novartis Corporation Regional General Counsel
608 Fifth Avenue and Secretary of Novartis
New York, NY 10020, USA Corp
16
DIRECTORS AND EXECUTIVE OFFICERS OF ZODNAS
The name, address, citizenship and present principal occupation or
employment of each of the directors and executive officers of Zodnas are set
forth below. Unless otherwise indicated below, each occupation set forth
opposite an individual's name refers to employment with Zodnas.
NAME, FUNCTION AND BUSINESS ADDRESS CITIZENSHIP PRINCIPAL OCCUPATION
Terence Barnett Great Vice Chairman, President
Chairman of the Board of Directors Britain and Chief Executive
c/o Novartis Corporation Officer of Novartis Corp
608 Fifth Avenue
New York, NY 10020, USA
Urs Naegelin Switzerland Executive Vice President
Director, Vice President and Chief Financial
c/o Novartis Corporation Officer of Novartis Corp
608 Fifth Avenue
New York, NY 10020, USA
Martin Henrich Switzerland Executive Vice President
Director, Vice President and and Regional General
Assistant Secretary Counsel of Novartis Corp
c/o Novartis Corporation
608 Fifth Avenue
New York, NY 10020, USA
John Sedor USA President and Chief
President Executive Officer of
c/o Sandoz Inc. Sandoz Inc.
506 Carnegie Center, Suite 400
Princeton, NJ 08540, USA
Eric W. Evans USA Vice President and Chief
Vice President and Chief Financial Financial Officer of
Officer Sandoz Inc.
c/o Sandoz Inc.
506 Carnegie Center, Suite 400
Princeton, NJ 08540, USA
Eric Pomerantz USA Vice President and General
Vice President and Secretary Counsel of Sandoz Inc.
c/o Sandoz Inc.
506 Carnegie Center, Suite 400
Princeton, NJ 08540, USA
Wayne P. Merkelson USA Vice President and
Vice President and Assistant Associate General Counsel
Secretary of Novartis Corp
c/o Novartis Corporation
608 Fifth Avenue
New York, NY 10020, USA
17