|
1)
|
Name
of Reporting Persons.
Novartis
AG
I.R.S.
Identification Nos. of Above Persons (entities only).
00-0000000
|
||
|
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)
AF
|
||
|
5)
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e)
|
||
|
6)
|
Citizenship
or Place of Organization
Switzerland
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7)
|
Sole
Voting Power
|
|
|
8)
|
Shared
Voting Power
4,708,679
|
||
|
9)
|
Sole
Dispositive Power
|
||
|
10)
|
Shared
Dispositive Power
4,708,679
|
||
|
11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,708,679
|
||
|
12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
||
|
13)
|
Percent
of Class Represented by Amount in Row (11)
13.1%
|
||
|
14)
|
Type
of Reporting Person (See Instructions)
CO
|
||
|
1)
|
Name
of Reporting Persons.
Novartis
Pharma AG
I.R.S.
Identification Nos. of Above Persons (entities only).
00-0000000
|
||
|
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)
|
||
|
6)
|
Citizenship
or Place of Organization
Switzerland
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7)
|
Sole
Voting Power
|
|
|
8)
|
Shared
Voting Power
4,708,679
|
||
|
9)
|
Sole
Dispositive Power
|
||
|
10)
|
Shared
Dispositive Power
4,708,679
|
||
|
11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,708,679
|
||
|
12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
||
|
13)
|
Percent
of Class Represented by Amount in Row (11)
13.1%
|
||
|
14)
|
Type
of Reporting Person (See Instructions)
CO
|
||
|
Exhibit
1
|
Stock
Purchase Agreement, dated as of July 25, 2006, by and between Momenta
Pharmaceuticals, Inc. and Novartis Pharma AG.
|
|
|
Exhibit
2
|
Investor
Rights Agreement, dated as of July 25, 2006, by and between Momenta
Pharmaceuticals, Inc. and Novartis Pharma
AG.
|
|
NOVARTIS
AG
|
|
|
by
|
/s/ Dr. Urs Baerlocher |
|
Name: Dr.
Urs Baerlocher
|
|
|
Title: Head
General Affairs
|
|
|
NOVARTIS
PHARMA AG
|
|
|
by
|
/s/ Dr. Urs Baerlocher |
|
Name:
Dr.
Urs Baerlocher
|
|
|
Title:
Head
General Affairs
|
|
|
Name
and Function
|
Citizenship
|
Present
Principal
Occupation
|
|
Daniel
Vasella, M.D. Chairman of the Board of Directors,
Chief
Executive Officer
|
Switzerland
|
Chairman
of the Board of Directors, Chief Executive Officer
|
|
Helmut
Sihler, J.D., Ph.D.
Vice
Chairman of the Board
|
Austria
|
Retired
|
|
Hans-Joerg
Rudloff
|
Germany
|
Chairman
of Barclays Capital, the Investment Banking Division of Barclays
Group, 5
The North Colonnade, Canary Wharf, London, E14 4BB, United
Kingdom
|
|
Dr.
h.c. Birgit Breuel
|
Germany
|
Retired
|
|
Peter
Burckhardt, M.D.
|
Switzerland
|
Head
of Medical Service at the University Hospital of Lausanne, CH - 1011,
Lausanne, Switzerland
|
|
Srikant
Datar, Ph.D
|
U.S.A.
|
Senior
Associate Dean for Executive Education at the Graduate School of
Business
Administration of Harvard University, Harvard Business School, Executive
Education Programs, Soldiers Field, Boston, MA, U.S.A. 02163
|
|
Name
and Function
|
Citizenship
|
Present
Principal
Occupation
|
|
William
W. George
|
U.S.A.
|
Professor
of Management Practice at Harvard Business School, Soldiers Field,
Boston,
MA, U.S.A. 02163
|
|
Alexandre
F. Jetzer
|
Switzerland
|
Consultant
|
|
Pierre
Landoldt
|
Switzerland
|
President
of the Sandoz family foundation, 85, Avenue Général-Guisan, CH-1009 Pully,
Switzerland
|
|
Ulrich
Lehner, Ph.D.
|
Germany
|
President
and CEO of Henkel KGaA, a manufacturer and vendor of consumer products,
Henkelstrasse 67, 40191, Duesseldorf, Germany
|
|
Dr.
Ing Wendelin Wiedeking
|
Germany
|
Chairman
of the Executive Board of Dr. Ing. h.c. F. Porsche AG, automobile
manufacturer, 70432 Stuttgart, Germany
|
|
Rolf
M. Zinkernagel, M.D.
|
Switzerland
|
Professor
and Director of the Institute of Experimental Immunology at the University
of Zurich, Sternwartstrasse 2, 8091 Zurich, Switzerland
|
|
Urs
Baerlocher, J.D.
|
Switzerland
|
Head
General Affairs
|
|
Raymund
Breu, Ph.D.
|
Switzerland
|
Chief
Financial Officer
|
|
Juergen
Brokatzky-Geiger, Ph.D.
|
Germany
|
Head
of Human Resources
|
|
Paul
Choffat, J.D.
|
Switzerland
|
Head
of Consumer Health Division
|
|
Thomas
Ebeling
|
Germany
|
Head
of Pharmaceuticals Division
|
|
Name
and Function
|
Citizenship
|
Present
Principal
Occupation
|
|
Marc
C. Fishman, M.D.
|
U.S.A.
|
President
of the Novartis Institutes for BioMedical Research
|
|
Andreas
Rummelt, Ph.D.
|
Germany
|
Head
of Sandoz division
|
|
Name
and Function
|
Citizenship
|
Present
Principal
Occupation
|
|
Daniel
Vasella
Chairman
of the Board of Directors,
Chief
Executive Officer
c/o
Novartis AG
Lichtstrasse
35
CH-4002
Basel, Switzerland
|
Switzerland
|
Chairman
of the Board of Directors, Chief Executive Officer
|
|
Dr.
Raymund Breu
c/o
Novartis AG
Lichtstrasse
35
CH-4002
Basel, Switzerland
|
Switzerland
|
Chief
Financial Officer
|
|
Thomas
Ebeling
c/o
Novartis AG
Lichtstrasse
35
CH-4002
Basel, Switzerland
|
Germany
|
Head
of Pharmaceuticals Division
|
|
Exhibit
|
Description |
|
1
|
Stock
Purchase Agreement, dated as of July 25, 2006, by and between Momenta
Pharmaceuticals, Inc. and Novartis Pharma AG.
|
|
2
|
Investor
Rights Agreement, dated as of July 25, 2006, by and between Momenta
Pharmaceuticals, Inc. and Novartis Pharma AG.
|