|
UNITED STATES |
|
|
SECURITIES AND EXCHANGE COMMISSION |
|
|
Washington, D.C. 20549 |
|
|
|
|
|
SCHEDULE 13D/A |
|
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Idenix Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45166R 20 4
(CUSIP Number)
Matt Owens, Esq. |
|
Adam H. Golden, Esq. |
Novartis Pharma AG |
|
Kaye Scholer LLP |
Lichtstrasse 35 |
|
425 Park Avenue |
CH-4056 Basel, Switzerland |
|
New York, New York 10022 |
+41 61 324 8323 |
|
(212) 259-8000 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 21, 2011
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The information required on this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
|
1 |
Name of Reporting Person | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group* | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds* | |||
| |||||
|
5 |
Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person* | |||
*SEE INSTRUCTIONS
|
1 |
Name of Reporting Person | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group* | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds* | |||
| |||||
|
5 |
Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person* | |||
*SEE INSTRUCTIONS
Item 1. Security and Issuer
This Amendment No. 6 to Schedule 13D (this Amendment) amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission on July 27, 2004, as previously amended on September 7, 2005, November 2, 2005, May 20, 2009, June 18, 2010 and April 20, 2011 (the Original Schedule 13D) relating to Common Stock (the Common Stock), par value $0.001 per share, of Idenix Pharmaceuticals, Inc., a Delaware corporation (the Company). The address of the Companys principal executive offices is 60 Hampshire Street, Cambridge, Massachusetts 02139.
Except as otherwise described herein, the information contained in the Original Schedule 13D remains in effect. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth with respect thereto in the Original Schedule 13D.
Item 2. Identity and Background
No change except as described below.
(a) - (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) Neither 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
No change except as described below.
Novartis Pharma acquired the following shares of Common Stock pursuant to the exercise of stock subscription rights under the Stockholders Agreement:
On November 22, 2011, Novartis Pharma acquired 11,236 shares of Common Stock for $2.41 per share or an aggregate of $27,078.76.
On November 22, 2011, Novartis Pharma acquired 6,476 shares of Common Stock for $2.96 per share or an aggregate of $19,168.96.
On November 22, 2011, Novartis Pharma acquired 1,146 shares of Common Stock for $3.17 per share or an aggregate of $3,632.82.
On November 22, 2011, Novartis Pharma acquired 140 shares of Common Stock for $3.79 per share or an aggregate of $530.60.
On November 22, 2011, Novartis Pharma acquired 20,288 shares of Common Stock for $4.70 per share or an aggregate of $95,353.60.
On November 22, 2011, Novartis Pharma acquired 2,107 shares of Common Stock for $5.11 per share or an aggregate of $10,766.77.
On November 22, 2011, Novartis Pharma acquired 9,197 shares of Common Stock for $5.46 per share or an aggregate of $50,215.62.
The source of funds for these acquisitions was Novartis Pharmas working capital.
Item 4. Purpose of Transaction
No change except as described below.
On November 21, 2011, the Company closed a public offering (the Public Offering) of 9,393,416 shares of Common Stock at a price per share of $6.50. As a result of the Public Offering, Novartis Pharmas record and beneficial ownership (and Novartis beneficial ownership) of Common Stock was reduced to 31.5% of the outstanding shares of Common Stock. The underwriter has a 30-day over-allotment option (the Over-Allotment Option) from November 16, 2011 to purchase up to an additional 1,409,013 shares of Common Stock. If the Over-Allotment Option is exercised, assuming no changes in Novartis Pharmas or Novartis ownership of Common Stock and no other changes in the number of outstanding shares of Common Stock, Novartis Pharma will be the record and beneficial owner (and Novartis will be the beneficial owner) of 31.1% of the outstanding shares of Common Stock. The foregoing ownership percentages give effect to the acquisitions of Common Stock by Novartis Pharma on November 22, 2011, as described in Item 3.
Novartis Pharma has the right under the Stockholders Agreement to approve new issuances of Common Stock by the Company (subject to certain exceptions) and to purchase a pro rata portion of such new Common Stock. On November 4, 2011, the Company and Novartis Pharma entered into a General Waiver and Consent, pursuant to which Novartis Pharma approved the Public Offering and waived its rights under the Stockholders Agreement to purchase its pro rata portion of the shares of Common Stock issued in the Public Offering.
The description of the Stockholders Agreement is qualified by reference to the full text thereof, which is included as an exhibit to the Original Schedule 13D and incorporated herein by reference.
Item 5. Interest In Securities of the Issuer
No change except as described below.
(a) and (b) Novartis is the beneficial owner of 33,235,781 shares of Common Stock representing 31.5% of the outstanding shares of Common Stock (31.1% if the Over-Allotment Option is exercised), all of which shares are owned directly by Novartis Pharma. Novartis has shared power to vote or direct the vote and shared power to dispose or to direct the disposition of all shares of Common Stock beneficially owned by it.
Novartis Pharma is the record and beneficial owner of 33,235,781 shares of Common Stock, representing 31.5% of the outstanding shares of Common Stock (31.1% if the Over-Allotment
Option is exercised). Novartis Pharma has shared power to vote or direct the vote and shared power to dispose or to direct the disposition of all shares of Common Stock beneficially owned by it.
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.
(c) Except for the transactions described in Item 3 neither the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, any of the persons listed on Schedule I has engaged in any transaction in the Common Stock in the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Novartis Pharma has agreed in a lock-up agreement (the Lock-Up Agreement) entered into on November 15, 2011 with J.P. Morgan Securities LLC (J.P. Morgan), as underwriter of the Public Offering, not to (i) sell or otherwise dispose of or transfer, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for Common Stock, (ii) enter into any hedging agreements with respect to the Common Stock or such other securities or (iii) demand registration of the Common Stock with the Securities and Exchange Commission, during a 60-day period after the date of the prospectus relating to the Public Offering. Novartis Pharma is permitted to sell, transfer or hedge sooner, subject to certain conditions, in the following circumstances:
· with written consent of J.P. Morgan;
· as a bona fide gift, provided the donee agrees to be bound by the lock-up restriction;
· pursuant to the exercise of any option to purchase shares of Common Stock, provided that the underlying shares of Common Stock continue to be subject to the lock-up restriction;
· with respect to shares of Common Stock acquired in open market transactions after the completion of the Public Offering; and
· transfers to Affiliates (as defined in Rule 12b-2 of the Exchange Act) or transfers by or on behalf of any employee benefit plan maintained by Novartis Pharma or its Affiliates, provided the transferee agrees to be bound by the lock-up restriction.
The description of the Lock-Up Agreement is qualified by reference to the full text thereof, which is included as an exhibit hereto and incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
No change except for the additional exhibit described below.
Exhibit 1 Lock-Up Agreement, dated as of November 15, 2011, by and between J.P. Morgan Securities LLC and Novartis Pharma.
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.
Date: December 15, 2011
|
NOVARTIS AG | ||
|
| ||
|
| ||
|
|
By: |
/s/ Jonathan Symonds |
|
|
| |
|
|
Name: Jonathan Symonds | |
|
|
Title: Chief Financial Officer | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Felix R. Ehrat |
|
|
|
|
|
|
Name: Felix R. Ehrat | |
|
|
Title: Group General Counsel | |
|
|
| |
|
|
| |
|
NOVARTIS PHARMA AG | ||
|
|
| |
|
|
| |
|
|
By: |
/s/ Paul D. Burns |
|
|
|
|
|
|
Name: Paul D. Burns | |
|
|
Title: General Counsel, Pharma | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Matt Owens |
|
|
|
|
|
|
Name: Matt Owens | |
|
|
Title: Senior Legal Counsel |
SCHEDULE I - to Form 13-D/A
DIRECTORS AND EXECUTIVE OFFICERS OF
NOVARTIS AG AND NOVARTIS PHARMA AG
DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS AG
The name, address, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis AG are set forth below. Unless otherwise indicated below, each occupation set forth opposite an individuals name refers to employment with Novartis AG.
Name |
|
Relationship to Novartis |
|
Principal Occupation |
|
Citizenship |
Daniel L. Vasella, M.D |
|
Chairman of the Board of Directors |
|
Chairman of the Board of Directors |
|
Swiss |
|
|
|
|
|
|
|
Ulrich Lehner, Ph.D. |
|
Vice Chairman of the Board of Directors |
|
Member of Shareholders Committee of Henkel AG & Co. KGaA, manufacturer and vendor of consumer products; Henkelstrasse 67, 40191 Düsseldorf, Germany |
|
German |
|
|
|
|
|
|
|
William R. Brody, M.D., Ph.D. |
|
Director |
|
President of the Salk Institute for Biological Studies, 10010 North Torrey Pines Road, La Jolla, CA 92037, USA |
|
American |
|
|
|
|
|
|
|
Srikant Datar, Ph.D. |
|
Director |
|
Arthur Lowes Dickinson Professor at the Graduate School of Business Administration at Harvard University Harvard Business School, Soldiers Field, Boston, MA 02163, USA |
|
American |
|
|
|
|
|
|
|
Ann Fudge |
|
Director |
|
Member of the Board of General Electric Company, diversified technology, media, and financial services corporation; 3135 Easton Turnpike, Fairfield, CT 06828, USA |
|
American |
Pierre Landolt |
|
Director |
|
Chairman of the Sandoz Family Foundation; 85 Avenue Général-Guisan, CH-1009 Pully, Switzerland |
|
Swiss |
|
|
|
|
|
|
|
Enrico Vanni, Ph.D. |
|
Director |
|
Novartis International AG Novartis Campus, 4002 Basel Switzerland |
|
Swiss |
|
|
|
|
|
|
|
Andreas von Planta, Ph.D. |
|
Director |
|
Partner at the law firm of Lenz & Staehelin; Route de Chêne 30, CH-1211 Geneva 17, Switzerland |
|
Swiss |
|
|
|
|
|
|
|
Dr. Ing. Wendelin Wiedeking |
|
Director |
|
Novartis International AG Novartis Campus, 4002 Basel Switzerland |
|
German |
|
|
|
|
|
|
|
Marjorie M. Yang |
|
Director |
|
Chairman of the Esquel Group, textile and apparel manufacturer; The Esquel Group, 12/F, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong, Peoples Republic of China |
|
Chinese |
|
|
|
|
|
|
|
Rolf M. Zinkernagel, M.D. |
|
Director |
|
Institute of Experimental Immunology, University of Zurich, Schmelzbergstrasse 12, CH-8091 Zurich, Switzerland |
|
Swiss |
|
|
|
|
|
|
|
Joseph Jimenez |
|
Member of the Executive Committee, Chief Executive Officer |
|
Member of the Executive Committee, Chief Executive Officer |
|
American |
|
|
|
|
|
|
|
Jürgen Brokatzky-Geiger, Ph.D. |
|
Member of the Executive Committee, Head of Human Resources |
|
Member of the Executive Committee, Head of Human Resources |
|
German |
|
|
|
|
|
|
|
Kevin Buehler |
|
Member of the Executive Committee, Head of Alcon Division |
|
Member of the Executive Committee, Head of Alcon Division |
|
American |
|
|
|
|
|
|
|
David Epstein |
|
Member of the Executive Committee, Head of Novartis Pharmaceuticals Division |
|
Member of the Executive Committee, Head of Novartis Pharmaceuticals Division |
|
American |
Mark C. Fishman, M.D. |
|
Member of the Executive Committee, President of the Novartis Institutes for BioMedical Research |
|
Member of the Executive Committee, President of the Novartis Institutes for BioMedical Research |
|
American |
|
|
|
|
|
|
|
Jeff George |
|
Member of the Executive Committee; Head of Sandoz Division |
|
Member of the Executive Committee; Head of Sandoz Division |
|
American |
|
|
|
|
|
|
|
George Gunn, MRCVS |
|
Member of the Executive Committee; Head of Novartis Animal Health Division |
|
Member of the Executive Committee; Head of Novartis Animal Health Division |
|
British |
|
|
|
|
|
|
|
Andrin Oswald, M.D. |
|
Member of the Executive Committee, Head of Novartis Vaccine and Diagnostics Division |
|
Member of the Executive Committee, Head of Novartis Vaccine and Diagnostics Division |
|
Swiss |
|
|
|
|
|
|
|
Jonathan Symonds |
|
Member of the Executive Committee, Chief Financial Officer |
|
Member of the Executive Committee, Chief Financial Officer |
|
British |
DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS PHARMA AG
The name, address, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis Pharma AG are set forth below. Unless otherwise indicated below, each occupation set forth opposite an individuals name refers to employment with Novartis Pharma AG.
Name |
|
Relationship to Novartis |
|
Principal Occupation |
|
Citizenship |
Daniel L. Vasella, M.D. |
|
Chairman of the Board of Directors |
|
Chairman of the Board of Directors of Novartis AG |
|
Swiss |
|
|
|
|
|
|
|
Joseph Jimenez |
|
Member of the Board of Directors |
|
Chief Executive Officer of Novartis AG |
|
American |
|
|
|
|
|
|
|
Jonathan Symonds |
|
Member of the Board of Directors |
|
Chief Financial Officer of Novartis AG |
|
British |
|
|
|
|
|
|
|
Felix R. Ehrat, PhD |
|
Member of the Board of Directors |
|
Permanent Attendee of the Executive Committee, General Counsel of Novartis AG |
|
Swiss |
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Idenix Pharmaceuticals, Inc., a Delaware corporation.
Date: December 15, 2011
|
NOVARTIS AG | ||
|
| ||
|
| ||
|
|
By: |
/s/ Jonathan Symonds |
|
|
|
|
|
|
Name: Jonathan Symonds | |
|
|
Title: Chief Financial Officer | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Felix R. Ehrat |
|
|
| |
|
|
Name: Felix R. Ehrat | |
|
|
Title: Group General Counsel | |
|
|
| |
|
|
| |
|
NOVARTIS PHARMA AG | ||
|
|
| |
|
|
| |
|
|
By: |
/s/ Paul D. Burns |
|
|
| |
|
|
Name: Paul D. Burns | |
|
|
Title: General Counsel, Pharma | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Matt Owens |
|
|
| |
|
|
Name: Matt Owens | |
|
|
Title: Senior Legal Counsel |
Exhibit 1
LOCK-UP AGREEMENT
November l5, 2011
J.P. MORGAN SECURITIES LLC
383 Madison Avenue
New York, NY 10179
Re: Idenix Pharmaceuticals, Inc. Public Offering
Ladies and Gentlemen:
The undersigned understands that you propose to enter into an Underwriting Agreement (the Underwriting Agreement) with Idenix Pharmaceuticals, Inc., a Delaware corporation (the Company), providing for the public offering (the Public Offering) by J.P. Morgan Securities LLC (the Underwriter), of common stock, $0.001 par value, of the Company (the Securities).
In consideration of the Underwriters agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of J.P. Morgan Securities LLC, the undersigned will not, during the period ending 60 days after the date of the prospectus relating to the Public Offering (the Prospectus), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the Common Stock) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (other than the exercise of piggyback registration rights to the extent the Company initiates a registration), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as a bona fide gift or gifts, (C) the exercise of any option to purchase shares of Common Stock, provided that the underlying Common Stock continues to be subject to the restrictions set forth above, (D) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, (E) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the immediate family of the undersigned, to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of the immediate family of the undersigned or to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held exclusively by the undersigned and/or a member or members of the immediate family of the undersigned, (F) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock upon death by will or intestate succession, (G) the entry into any trading plan established pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (Exchange Act), provided that no sales or other dispositions may occur under such plan until the expiration of the 60-day restricted period and that no filing or other public announcement, whether under the Exchange Act or otherwise, shall be required or shall be made by the undersigned or the Company in connection with the trading plan during such restricted period and, before the trading plan is established, the Company shall have provided to J.P Morgan Securities LLC written
confirmation that no such filing or public announcement shall be required or shall be made by the Company in connection with the trading plan during such period and (H) if the undersigned is an entity, transfers of shares of Common Stock or other securities to an Affiliate (as defined in Rule 12b-2 under the Exchange Act) and/or transfers by or on behalf of any employee benefit plan maintained by the undersigned or an Affiliate; provided, further, that in the case of any transfer or distribution pursuant to clause (B), (E), (F) or (H), each donee, distributee or transferee shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B), (D), (E), (F) or (H), no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 60-day period referred to above). Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.
The undersigned understands that, if the Underwriting Agreement does not become effective prior to December 31, 2011, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriter is entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.
This Letter Agreement and the undersigneds obligations hereunder are conditioned upon and shall have no force or effect unless all executive officers and directors of the Company on the date hereof have executed a letter agreement in the same form.
This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.
|
Very truly yours, | |
|
| |
|
NOVARTIS PHARMA AG | |
|
|
|
|
|
|
|
By: |
/s/ Paul D. Burns |
|
|
Name: Paul D. Burns |
|
|
Title: General Counsel, Pharma |
|
|
|
|
|
|
|
By: |
/s/ Matt Owens |
|
|
Name: Matt Owens |
|
|
Title: Senior Legal Counsel |