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Royce Bedward. Exhibit Exhibit 1 : Transferors and Transferees. Exhibit 2 : Separation Steps Plan. Exhibit 3 : Distribution Steps Plan. Exhibit 4 : Continuing Intercompany Arrangements.

Exhibit 5 : Existing Counsel. Exhibit 6: Brazil Products. Exhibit 7: IT Contract Costs. Books and Records Plan. Cash Settlement Plan. IT Assets List. Properties List. Novartis Prospectus Statements List. Puurs Separation Plan. Product List. Words and expressions used in this Agreement shall be interpreted in accordance with Schedule 1 Definitions and Interpretation. At the date of this Agreement, Alcon is a direct, wholly owned Subsidiary of Novartis. Novartis, acting through its Subsidiaries, currently conducts, among other businesses, the Alcon Business.

The majority of the Novartis Business is conducted by the Novartis Transferring Entities and certain other existing Subsidiaries of Novartis that are not the Alcon Transferring Entities. The Parties have approved the separation of the Alcon Business from the Novartis Business into Alcon pursuant to the following steps:. The Alcon Transferring Entities and Novartis Transferring Entities, respectively, will be or have already been transferred as part of the Separation together with all of their respective assets and liabilities, including, in the case of the Alcon Transferring Entities, the shares held in the Alcon Indirect Transferring Entities.

In contrast the Separation comprises the transfer of only certain assets and associated liabilities held by the Alcon Asset Transferors. The Separation Steps Plan included in Exhibit 2 Separation Steps Plan of this Agreement sets out the legal steps through which the Separation will be or has already been effected.

Prior to the date of this Agreement, the Parties have implemented the steps required to be effected before Separation pursuant to the Cash Settlement Plan.

Following completion of the Separation:. Alcon will a own and conduct, directly and indirectly, the Alcon Business; b be the ultimate Parent Company of, among other Persons, each Alcon Transferring Entity; and c be responsible for all the Alcon Liabilities; and. Novartis will a own and conduct, directly and indirectly, the Novartis Business; b be the ultimate Parent Company of, among other Persons, the Novartis Transferring Entities; and c be responsible for all the Novartis Liabilities.

The Novartis shareholders have further resolved, on the terms contemplated hereby, that Novartis shall be authorised to transfer the entire issued and outstanding share capital of Alcon held by Novartis as of immediately prior to the Distribution the Listing Shares by means of a distribution of an extraordinary dividend of the Listing Shares to holders of Novartis Shares on a pro rata basis out of distributable reserves the Distribution and for such Listing Shares to be admitted to listing on each of the SIX and the NYSE.

The remainder of this Agreement sets out the other terms and conditions on which the Separation and the Distribution are to be implemented. The Parties acknowledge that the Separation is intended to result in:. To the extent not already completed in any jurisdiction prior to the date of this Agreement, the Separation shall take place on 8 April the Separation Date. Subject to and in accordance with the terms of this Agreement and the Ancillary Agreements, including Clauses 2.

Notwithstanding anything in this Agreement to the contrary, the following assets the Novartis Retained Assets shall be excluded from the transfer of the Alcon Transferring Assets in each relevant Asset Sale Jurisdiction:. Subject to and in accordance with the terms of this Agreement and the Ancillary Agreements, including this Clause 3.

Notwithstanding anything in this Agreement to the contrary, the following assets the Alcon Retained Assets shall be excluded from the transfer of the Novartis Transferring Assets in each relevant Asset Sale Jurisdiction:.

To the extent not executed prior to the date of this Agreement, Novartis and Alcon shall, and shall procure that each relevant member of their respective Groups shall, execute such agreements, transfers, conveyances and other documents, as required pursuant to Applicable Law in each applicable jurisdiction and otherwise as may be agreed by Novartis and Alcon including with respect to the form thereof to memorialise and effect the Separation in accordance with the Separation Steps.

Plan such agreements and any such agreements executed prior to the date of this Agreement, the Local Separation Agreements. To the extent that the provisions of a Local Separation Agreement are inconsistent with or additional to the provisions of this Agreement:.

Each Party shall not and shall cause each member of their Group not to , bring any claim against the other Party or any member of its Group in respect of or based upon the Local Separation Agreements or in respect of the Separation based upon or pursuant to any relevant Applicable Law in the relevant jurisdiction, in each case except to the extent necessary to implement the Separation as contemplated by this Agreement or the assumption of the Alcon Liabilities or Novartis Liabilities as contemplated by this Agreement or otherwise to implement the terms of this Agreement.

All such claims except as referred to above shall be brought and be subject to the provisions, rights and limitations as set out in this Agreement and no Person shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any of the Local Separation Agreements or in respect of the Separation based upon or pursuant to any relevant Applicable Law in the relevant jurisdiction but without prejudice to the establishment of the existence of the claim hereunder.

To the extent that either Party or a member of its Group does bring a claim in breach of this Clause 4. Subject to Applicable Law, Novartis shall, in its sole and absolute discretion, determine:.

If Novartis determines to proceed with the Distribution, Novartis may, subject to Applicable Law, at any time and from time to time until the completion of the Distribution abandon, modify or change any or all of the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Implementation of the Distribution pursuant to Clause 5 The Distribution shall, subject to Applicable Law, be conditional on the following Global Conditions having been fulfilled or waived by Novartis, in whole or in part, in its sole discretion.

It is understood that the following Global Conditions are to be interpreted in accordance with the respective conditions stated in the resolution of the general meeting of shareholders of Novartis of 28 February approving the Distribution, which shall prevail in case of any inconsistency:.

Each Party shall, at its own cost, use Commercially Reasonable Efforts to ensure that each of the Global Conditions is fulfilled as. Without prejudice to the generality of Clause 6. Each Party shall provide the other Party with any necessary Information and documents reasonably required for the purpose of making any submissions, notifications and filings to any such Governmental Entity in respect of any Global Condition.

The foregoing Global Conditions are for the sole benefit of Novartis and shall not give rise to or create any duty on the part of Novartis to waive or not waive such Global Conditions or in any way limit:.

Any determination made by Novartis concerning the satisfaction or waiver of any or all of the Global Conditions shall be conclusive and binding on the Parties. After the date of Distribution and upon request by Alcon, Novartis shall provide further information that is reasonably required or desirable to facilitate such registration and reasonably cooperate with Alcon for that purpose.

The provisions of Schedule 3 Brazil shall apply. The Parties acknowledge that it is their intention that, in such cases where the transfer of any applicable Transferring Business Contract or the Alcon Part or Novartis Part as applicable of any Shared Contract as part of the Separation is subject to a Third Party Consent and such Third Party Consent has not been obtained prior to the implementation of the Separation in any jurisdiction, the Separation shall proceed in such jurisdiction without the transfer of any such Transferring Business Contract or Alcon Part or Novartis Part as applicable of a Shared Contract and the provisions of this Clause 8 Transferring Contracts and Schedule 2 Transferring Contracts shall apply.

The provisions of Schedule 2 Transferring Contracts shall apply, subject to the terms of any relevant Ancillary Agreement:. Each of Novartis and Alcon agrees on behalf of itself and the members of its respective Group that, except as expressly provided in this Agreement or any Ancillary Agreement:.

Subject to Clause Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Arrangement; and. The provisions of Clause Without limiting the termination of the Intercompany Arrangements described in Clause Separation Date and, for the avoidance of doubt, it shall be possible for members of the Novartis Group and the Alcon Group, respectively, to set-off amounts owed to and from each other, on an entity by entity basis.

From and after the Separation Date:. Each Party shall, and shall procure that each member of its respective Group shall, use Commercially Reasonable Efforts to procure that, unless otherwise agreed in writing between the Parties, effective on or prior to the Separation Date:.

Each Party shall, and shall procure that each member of its respective Group shall, use Commercially Reasonable Efforts to procure that, unless otherwise agreed in writing between the Parties, prior to, or as soon as reasonably practicable after, and in any event by no later than three months after the Separation Date:. With effect from the Separation Date.

For the avoidance of doubt, the provisions of Clause Clause 1. Agreement shall not be released or recoverable pursuant to this Clause 13 Mutual Release and Indemnification. Nothing in this Agreement or any Transaction Document:. Subject to the terms of this Clause 13 Mutual Release and Indemnification and Clause 10 Intercompany Arrangements , Alcon shall, and shall procure that all members of the Alcon Group shall, with effect from the Separation Date and to the fullest extent permitted by Applicable Law, release and discharge Novartis, each member of the Novartis Group and their respective successors and assigns and, save in respect of any Liabilities arising as a result of fraud or other criminal conduct, all Persons who are, or at any time prior to the Separation Date have been shareholders, directors, officers, managers, members, agents or employees of any member of the Novartis Group in each case, in their respective capacities as such , and their respective heirs, executors, administrators, successors and assigns, from all Alcon Liabilities.

Alcon shall not, and shall procure that no member of the Alcon Group shall, make, any claim or demand, or commence any proceedings asserting any claim or demand, including any claim of contribution or any indemnification, against Novartis or any other member of the Novartis Group, or any other Person released pursuant to Clause Subject to the terms of this Clause 13 Mutual Release and Indemnification and Clause 10 Intercompany Arrangements , Novartis hereby, and shall procure that all members of the Novartis Group shall, with effect from the Separation Date and to the fullest extent permitted by Applicable Law release and discharge Alcon, each member of the Alcon Group and their respective successors and assigns and, save in respect of any Liabilities arising as a result of fraud or other criminal conduct, all Persons who are, or at any time prior to the Separation Date have been shareholders, directors, officers, managers, members, agents or employees of any member of the Novartis Group in each case, in their respective capacities as such , and their respective heirs, executors, administrators, successors and assigns, from all Novartis Liabilities.

Novartis shall not, and shall procure that no member of the Novartis Group shall, make, any claim or demand, or commence any proceedings asserting any claim or demand, including any claim of contribution or any indemnification, against Alcon or any other member of the Alcon Group, or any other Person released pursuant to Clause Subject to the terms of this Clause 13 Mutual Release and Indemnification and Clause 15 Liabilities and Additional Matters , Novartis shall, with effect from the Separation Date and to the fullest extent permitted by Applicable Law, indemnify on demand and hold harmless Alcon and each member of the Alcon Group and.

Subject to this Clause 13 Mutual Release and Indemnification and Clause 15 Liabilities and Additional Matters , Alcon shall, with effect from the Separation Date and to the fullest extent permitted by Applicable Law, indemnify on demand and hold harmless Novartis and each member of the Novartis Group and their respective directors, officers, managers, members, agents and employees against and in respect of all Liabilities actually suffered or incurred by any of them to the extent arising out of or resulting from any Alcon Liabilities, including the failure of Alcon or any other member of the Alcon Group or any other Person to pay, perform or otherwise promptly discharge any Alcon Liability in accordance with its terms.

The Parties agree that the indemnity in Clause The Asia Investigation Costs shall be paid on the following basis:. In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee of any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defence or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person.

Such Indemnitee shall, and shall procure that its Affiliates shall, cooperate in good faith with, and provide such assistance as may be reasonably required by, such Indemnifying Party, at its cost and expense, in prosecuting any subrogated right, defence or claim.

This Clause Prior to making any Indemnity Claim, Novartis or Alcon, as applicable, shall, and shall procure that the relevant members of its respective Group shall, subject to the terms of any Ancillary Agreement, including the Third Party Claims and Investigations Management Agreement, use Commercially Reasonable Efforts to avoid or mitigate any Liabilities for which such Person intends to seek indemnification. A Party shall be entitled to make more than one claim under this Agreement arising out of the same subject matter, fact, event or circumstance but shall not be entitled to recover under this Agreement or any relevant Transaction Document or otherwise more than once in respect of the same Liabilities suffered or amount for which the Party is otherwise entitled to claim or part of such Liabilities or amount , regardless of whether more than one claim arises in respect of it.

No amount including any relief or part of any amount shall be taken into account, set off or credited more than once under this Agreement or any relevant Transaction Document or otherwise, with the intent that there will be no double counting under this Agreement or any Transaction Document or otherwise. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other similar relief of its rights under this Agreement to prevent breaches of this Agreement and to enforce specific performance of the terms and provisions of this Agreement, in addition to any other remedy to which the affected Party is entitled pursuant to this Agreement.

The other Party shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies under Applicable Law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defence in any action for specific performance that a remedy under Applicable Law would be adequate is waived.

Any requirements for the securing or posting of any bond with such remedy are waived. Indemnity Payments or contribution payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification or contribution under this Agreement shall be paid reasonably promptly but in any event within sixty 60 days of the date on which the Parties agree the amount that the Indemnitee is entitled to indemnification or contribution under this Agreement or on which such amount is determined in accordance with Clause 41 Dispute Resolution by the Indemnifying Party to the Indemnitee as such Liabilities are incurred upon demand by the Indemnitee, which demand shall be accompanied by reasonably satisfactory documentation setting forth the basis for the amount of such.

Indemnity Payments or contribution payments, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnity and contribution provisions contained in this Agreement shall remain operative and in full force and effect, regardless of i any investigation made by or on behalf of any Indemnitee; and ii the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification or contribution hereunder.

Each Party hereby covenants and agrees that neither it nor any member of its Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defence against any claim asserted by any Indemnitee, before any court, arbitrator, neutral mediator or administrative agency in any jurisdiction, alleging that:. The remedies provided in Clause 13 Mutual Release and Indemnification shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

The rights and obligations of each of Novartis and Alcon and their respective Indemnitees under Clause 13 Mutual Release and Indemnification and Clause 14 Asia Investigation shall survive the Distribution and the sale or other transfer by any Party or its Affiliates of any assets or businesses or the assignment by any Party or its Affiliates of any Liabilities, or the change of form or change of control of any Party.

The obligation of Novartis to indemnify under Clause Any Claim shall, to the extent applicable, be subject to the applicable provisions of this Clause 16 Claims and Clause 15 Liabilities and Additional Matters and, where applicable, the terms of the Third Party Claims and Investigations Management Agreement.

If the Defendant Party does not so respond within such forty-five 45 -day period stating that the Defendant Party disputes its liability for such Claim, the Defendant Party shall be deemed to be disputing such Claim. Any acceptance by Novartis or Alcon, respectively, that a relevant Third Party Claim constitutes in its entirety, or in any part, its Liability, under clause 11 Notification and Classification of Third Party Claims of the Third Party Claims and Investigations Management whether by electing to take conduct for the purposes of clause 11 Notification and Classification of Third Party Claims , or otherwise , shall be binding on the Parties for the purposes of this Agreement and the other Transaction Documents.

For the avoidance of doubt, this Clause 16 Claims shall not apply to Claims which are dealt with expressly under any of the Ancillary Agreements. A if required under Applicable Law; or. B in order to evidence their respective compliance with their obligations under this Agreement or the relevant Transaction Document; or. C as otherwise agreed by the Parties;. The costs relating to Books and Records shall be borne as follows:.

Subject to any specific provisions on costs in any Ancillary Agreement:. Any Information owned by one Group that is provided to the requesting Party hereunder or in connection with the transactions contemplated hereunder shall be deemed to remain the property of the providing Party. Except as specifically set forth herein, nothing herein shall be construed as granting or conferring rights of license or otherwise in any such Information.

Each of Novartis and Alcon acknowledges that the data provided by the other will be provided in their current form and may be inaccurate, incomplete or contain errors. Neither Novartis nor Alcon shall have any Liability to the other Party in the event that any Information exchanged or provided pursuant to this Agreement is found to be inaccurate in the absence of wilful misconduct or Gross Negligence by the providing Party.

Alcon and Novartis shall cooperate with each other and shall procure that their respective Affiliates shall cooperate with each other in order to enable each member of the Alcon Group and each member of the Novartis Group to comply with the financial reporting and other reporting obligations under Applicable Law, including:. As part of such efforts, to the extent reasonably necessary for the preparation of financial statements or completing an audit or review of financial statements or an audit of internal control over financial reporting:.

B until all governmental and statutory audits are complete, Alcon shall provide reasonable access during normal business hours for. Notwithstanding the forgoing or any of the provisions of the Agreement, neither Party shall be required to disclose any documents or communications protected by the attorney-client privilege, the work product doctrine or any other legal privilege if doing so would result in the loss of any applicable privilege or other protection.

Each Party agrees that with effect from the Separation Date:. Prior to the Separation Date, the Parties shall establish a Separation Committee the Separation Committee that shall consist of an equal number of members from Novartis and Alcon. The Separation Committee shall be responsible for the overall monitoring and management all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements.

The Separation Committee shall have the authority to:. The Separation Committee shall establish general procedures for managing the responsibilities delegated to it under this Clause 19 Separation Committee , and may modify such procedures from time to time.

All decisions by the Separation Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall utilise the procedures set forth in Clause 41 Dispute Resolution to resolve any matters as to which the Separation Committee is not able to reach a decision. If Alcon wishes to exercise its Alcon Switch Right in any jurisdiction:. Governmental Entity as necessary to obtain Marketing Authorisation to Commercialise the relevant product as an Over-the-counter Product, provided that Alcon shall consult with Novartis in respect of such Switch Process and shall provide Novartis with drafts of any submissions to be sent to such Governmental Entity in relation to the Switch Process a reasonable period of time in advance of their submission and shall incorporate any such comments as may be reasonably required by Novartis on such documentation;.

A in jurisdictions where it is possible to sell the product or any product having substantially the same formula as the product simultaneously as a Prescription Product and as an Over-the-counter Product, Novartis shall retain the right to sell the product as a Prescription Product and Alcon shall have the right to sell the product as an Over-the-counter Product; and. B in jurisdictions where it is not possible to sell the product simultaneously as a Prescription Product and as an Over-the-counter Product, Alcon shall have the right to sell the product as an Over-the-counter Product and Novartis shall cease to sell the product; and.

A a transitional agreement between Alcon and Novartis to govern I the Switch Process and the transfer where applicable of the Development, Manufacture and Commercialisation of the product to Alcon; II the transfer where applicable of any Marketing Authorisations to Alcon; and III any other actions reasonably required in order to give effect to the Alcon Switch Rights granted to Alcon pursuant to this Clause 20 Switch Rights ;.

B if and to the extent reasonably required from a regulatory or safety perspective, an agreement governing the ongoing relationship between Novartis and Alcon and the respective members of their Groups in connection with interactions required between the Parties on regulatory and safety grounds for products that may be linked from a regulatory or safety perspective including as a result of I being sold under the same trademarks; II sharing the same active pharmaceutical ingredient s ; II relying on the same Marketing Authorisation Information controlled by the other Party; or IV relying on a Marketing Authorisation held by the other Party; and.

Puurs Sites. Novartis and Alcon shall procure that if the Puurs Continuing Party does not exercise its right to buy under Clause Efforts to implement such separation in order to achieve the outcomes, and the finished separation state, set out in the Puurs Separation Plan; and. Innova Equipment Line. Novartis shall procure that if the relevant member of its Group wishes to transfer, sell, or dispose of any right or interest in the Innova Line a Innova Line Transfer , the entity intending to implement the Innova Line Transfer the Innova Line Seller shall first give Alcon, or a member of the Alcon Group nominated by Alcon for such purposes, the Innova Line Offeree notice of the proposed potential Innova Line Transfer as soon as reasonably practicable after commencing negotiations and in any event within 5 days after commencing negotiations with the relevant Third Party Purchaser.

Novartis and Alcon shall procure that if the Innova Line Offeree does not exercise its right to buy under Clause Novartis and Alcon shall procure that the Innova Line Offeree shall be bound to buy and the Innova Line Seller shall be bound to sell the Innova Line on giving the Innova Line Seller notice that it is exercising its right under Clause In such event, completion of the sale and purchase of the Innova Line shall take place within 90 days of giving notice.

Novartis shall procure that if the relevant member of its Group wishes to transfer, sell, or dispose of any right or interest in the Novartis. Brazil Site a Brazil Transfer , the relevant member of the Novartis Group the Brazil Seller shall first give Alcon notice of the proposed potential Brazil Transfer as soon as reasonably practicable after commencing negotiations and in any event within 5 days after commencing negotiations with the relevant Third Party Purchaser.

Novartis shall procure that before the Brazil Seller completes any Brazil Transfer to the Third Party Purchaser, the Brazil Seller shall first give Alcon notice of the proposed Brazil Transfer a Brazil Right of Last Look Notice , which shall include the purchase price and fully described terms and conditions of the proposed Brazil Transfer and the identity of the Third Party Purchaser. Novartis shall procure that if the Brazil Continuing Party does not exercise its right to buy under Clause Alcon shall procure that the Brazil Continuing Party shall be bound to buy and the Brazil Seller shall be bound to sell the Novartis Brazil Site on giving the Brazil Seller notice that it is exercising its right under Clause In such event, completion of the sale and purchase of the Novartis Brazil Site shall take place within 90 days of giving notice.

Pending such transfer and subject to Applicable Law, Novartis shall cause such property, right or asset to be held on trust and provide to Alcon or its designated assignee all of the benefits associated with such property, right or asset in accordance with Schedule 2 Transferring Contracts , if applicable ; or. Pending such transfer and subject to Applicable Law, Alcon shall cause such property, right or asset to be held on trust and provide to Novartis or its designated assignee all of the benefits associated with such property, right or asset.

Ancillary Agreement, Novartis shall transfer or procure the transfer of such property, right or asset as soon as practicable to the transferor or another member of the Alcon Group nominated by Alcon reasonably acceptable to Novartis at no cost to the Alcon Group.

Any transfer pursuant to this Clause 25 Wrong Pockets shall be treated by the Parties for all purposes as if it had occurred on the Separation Date, except as otherwise required by Applicable Law. Following the transfer of any property, right or asset pursuant to this Clause 25 Wrong Pockets from any entity that is not party to a Local Separation Agreement, or where otherwise required under Applicable Law, Novartis in respect of any property, right or asset transferred by any member of the Novartis Group or Alcon in respect of any property, right or asset transferred by any member of the Alcon Group shall compensate the relevant member of its Group for the fair market value of such property, right or asset.

For the avoidance of doubt, the provisions of this Clause 25 Wrong Pockets shall not apply to Books and Records, in respect of which the provisions of Clause 17 Access to Information; Books and Records shall apply. Each of Novartis and Alcon shall procure that each member of its respective Group complies with all obligations under this Agreement which are expressed to apply to any such member. This Agreement may be terminated by Novartis at any time, in its sole discretion, prior to the Distribution.

In the event of any termination of this Agreement prior to the Distribution, neither Party nor and of their respective Representatives shall have any Liability or further obligation to the other Party under this Agreement or any Transaction Document. Other than pursuant to Clause This shall not exclude any liability for or remedy in respect of fraudulent misrepresentation.

Notwithstanding the foregoing, each of Novartis and Alcon and the members of their respective Group may release or disclose, or permit to be released or disclosed, any Information concerning the Alcon Business in respect of the obligations of the members of the Novartis Group or the Novartis Business in respect of the obligations of the members of the Alcon Group :. From and after the date of the Distribution, neither Party nor any of their respective Affiliates shall, without the prior written approval of the other Party such approval not to be unreasonably withheld, conditioned or delayed , make any public announcement or other communication about or in connection with the subject matter of this Agreement or any other Transaction Document or the Alcon Business in the case of Novartis or the Novartis Business in the case of Alcon or any Covered Claims and Investigations within the scope of clause The restriction in Clause If this exception applies, Novartis or Alcon as applicable shall, in advance of the announcement or other communication being made by the relevant Party, use its Commercially Reasonable Efforts to consult in good faith with the other Party in advance as to the form, content and timing of such announcement or other communication and to take into account any reasonable comments of the other Party in respect of such announcement or other communication.

Unless Novartis and Alcon agree in writing, no Person shall assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it. Any purported assignment in contravention of this Clause 30 Assignment shall be void. If an assignment is made in accordance with this Clause 30 Assignment , the liabilities of the members of the Novartis Group to the Alcon Group, and.

Any notice to be given in connection with this Agreement shall be in writing in English and signed by or on behalf of the Party giving it in the case of notice by e-mail, a notice signed electronically or a scanned copy of a signed original notice shall suffice. It shall be delivered by hand, registered post, e-mail or courier using an internationally recognised courier company. Any notice to Novartis shall be deemed notice to all members of Novartis Group, and any notice to Alcon shall be deemed notice to all members of Alcon Group.

A notice shall be effective upon receipt and shall be deemed to have been received at the time of delivery, if delivered by hand, registered post or courier, or at the time of transmission if delivered by e-mail subject to confirmation or evidence of receipt. Where delivery occurs outside Working Hours, notice shall be deemed to have been received at the start of Working Hours on the next following Business Day. The addresses and e-mail addresses of the Parties for the purpose of Clause Novartis and each member of the Novartis Group.

Novartis Campus Fabrikstrasse Alcon and each member of the Alcon Group. For the attention of: General Counsel. Novartis and Alcon shall each notify the other Party in writing of a change to its details in Clause Subject to Clauses 4. It is agreed that:. In particular, and without limitation to the foregoing, each Party hereby explicitly waives the right of contract rescission under articles 23 et seq. Except as expressly provided in this Agreement, no failure or delay by any Party in exercising any right or remedy relating to this Agreement or any of the Transaction Documents shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time.

No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy. This Agreement may be executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.

Delivery of a counterpart of this Agreement by e-mail attachment shall be an effective mode of delivery. No amendment of this Agreement or of any other Transaction Document shall be valid unless it is in writing and duly executed by or on behalf of all of the parties to it.

Each of the provisions of this Agreement and the other Transaction Documents is severable. If any such provision is held to be or becomes invalid or unenforceable in any respect under the law of any jurisdiction, it shall have no effect in that respect and the parties shall use Commercially Reasonable Efforts to replace it in that respect with a valid and enforceable substitute provision the effect of which is as close to its intended effect as possible.

A Person who is not a Party to this Agreement shall have no right under any statutory provision to enforce any of its terms. This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and interpreted in accordance with, the substantive laws of Switzerland excluding its rules on conflict of laws and excluding the UN Convention on Contracts for the International Sale of Goods.

The Dispute Notice shall:. The time limit specified in this Clause In those circumstances, the Parties agree that:. The chairperson shall not be of Swiss or American nationality;. In the event of consolidation, the Parties agree that the consolidated arbitration shall be conducted under the LCIA Rules in accordance with Clause For the avoidance of doubt, this Clause In this Agreement, the following words and expressions shall have the following meanings:.

Affiliates means, in respect of Novartis, each member of the Novartis Group and, in respect of Alcon, each member of the Alcon Group;.

Agreed Form means, in relation to a document, the form of that document which has been initialled on the date of this Agreement for the purpose of identification by or on behalf of both of the Parties in each case with such amendments as may be agreed in writing by or on behalf of both of the Parties ;.

Agreement means this separation and distribution agreement;. Alcon Business means the worldwide ophthalmic surgical, over-the-counter vision care and contact lens care and contact lens businesses conducted at any time prior to the Separation Date by either Party or any of their respective Affiliates, or on or after the Separation Date by any member of the Alcon Group, including the research, Development, Manufacture, or Commercialisation of Alcon Products but excluding the Novartis Products;.

Alcon Business Contracts means, in relation to each Alcon Asset Transferor, all the Contracts that are Exclusively Related to the Alcon Business and entered into by or on behalf of, or the benefit of which is held on trust for or has been assigned to, that Alcon Asset Transferor prior to the Separation Date which in any case are outstanding or in respect of which the Alcon Asset Transferor has any rights, liabilities, claims, benefits or obligations as at the Separation Date;.

Alcon Carve-out Balance Sheet means the pro forma consolidated balance sheet of Alcon as at 31 December included in the Registration Statement and the Listing Prospectus;. Alcon Group means a Alcon; b each Person that following completion of the Distribution will be, or will become, a direct or indirect Subsidiary of Alcon; and c each other Person that becomes a direct or indirect Subsidiary of Alcon at any time after the Distribution;. Alcon Inventory means, in relation to each Alcon Asset Transferor, all inventories, wherever located, including the raw materials, stocks, work-in-progress, semi-finished and finished Alcon Products, API, packaging and labelling material of the relevant Alcon Asset Transferor, in each case, that are Exclusively Related to the Alcon Business, as of the Separation Date, but excluding any such inventories:.

Alcon Liabilities means:. Alcon Products means:. Alcon Retained Assets has the meaning given in Clause 3. Alcon Switch Rights has the meaning given in Clause Alcon Transferring Assets has the meaning given in Clause 2. Alcon Transferring Books and Records Books and Records that are related to the Alcon Business and that are owned or in the possession of the Novartis Group and which will be transferred to Alcon or another member of the Alcon Group prior to, on or after the Separation Date, as identified in the Books and Records Plan;.

Ancillary Agreements means:. Applicable Law means any of the following to the extent the applicable Person is subject thereto: a supra-national, federal, national, state, municipal or local statute, law, ordinance, regulation, rule, code, Order or other requirement or rule of law or legal process including common law ; b any rule or requirement of any national securities exchange, or c any rule or requirement of governmental regulatory authority or agency responsible for the grant of approval, clearance, qualification, licensing or permitting of any aspect of research, Development, Manufacture, or Commercialisation of the Alcon Products or the Novartis Products;.

Artwork means any paintings, sculptures or other pieces of art;. Asia Investigation means the investigation being conducted by the DOJ and the Commission pursuant to which the following subpoenas or voluntary requests have been issued:. Asia Investigation Management Agreement means the Management Agreement entered into by the Parties in relation to the Asia Investigation on or about the date of this Agreement;. Books and Records means books, ledgers, files, databases, documents, reports, plans, records, manuals, company seals, minute books, charter documents, stock or equity record books and other materials in any form or medium ;.

Brand Licence Agreement means the brand licence agreement entered into between Alcon and Novartis on or about the date of this Agreement;. Brazil Continuing Party has the meaning given in Clause Brazil Seller has the meaning given in Clause Brazil Transfer has the meaning given in Clause Cash Settlement Plan means the Agreed Form cash settlement plan;. Claim means any claim arising under or in relation to this Agreement, including any claim in respect of a breach of any covenant or obligation contained in this Agreement;.

Claim Notice has the meaning given in Clause Claimant Party has the meaning given in Clause Commercial Information means information that relates to the Commercialisation of Alcon Products or Novartis Products, as applicable;.

Commercially Reasonable Efforts to achieve a result means the taking of such steps in the power of the obligated Party which a determined and reasonable person desirous of achieving the result would take, mindful of the chances of achieving the desired result, taking account of all relevant commercial considerations and without any requirement to sacrifice its own commercial interest.

Continuing Intercompany Arrangements means the Intercompany Arrangements listed in Exhibit 4 Continuing Intercompany Arrangements and any other Intercompany Arrangements which Novartis and Alcon may agree in writing should constitute Continuing Intercompany Arrangements;. Contract means any binding contract, agreement, instrument, lease, licence or commitment, together with amendments, modifications and supplements thereto, excluding any contract with any Employee;.

Credit Support Instrument means any guarantee, covenant, indemnity, surety bond, letter of credit or similar assurance or credit support;. Defendant Party has the meaning given in Clause Development means, with respect to any Product, any research, pre-clinical or non-clinical testing, clinical studies, chemistry manufacturing controls CMC , quality, statistical analysis or report writing, and related development and regulatory activities associated therewith, and Develop and Developed shall be construed accordingly;.

Dispute has the meaning given in Clause 41 Dispute Resolution ;. Dispute Notice has the meaning given in Clause 41 Dispute Resolution ;. Distribution has the meaning given in Recital J;. Distribution Steps Plan means the steps plan prepared in respect of the Distribution and set-out in Exhibit 3 Distribution Steps Plan ;. Employee Benefits means any employee benefits payable to or in respect of any current or former employee of Novartis, Alcon or any of their respective Affiliates, including any post-employment benefits or other long-term employee benefits;.

Employee Information means information relating to Employees;. Employee Matters Agreement means the employee matters agreement entered into between Novartis and Alcon on or about the date of this Agreement;. Employees any current or former employee of Novartis, Alcon or any of their respective Affiliates;. Exchange Act means the Securities Exchange Act of , as amended;.

Excluded Books and Records has the meaning given in Clause Exclusively Related to the Alcon Business means exclusively related to, or used or held for use exclusively in connection with, the Alcon Business;. Exclusively Related to the Novartis Business means exclusively related to, or used or held for use exclusively in connection with, the Novartis Business;.

Existing Counsel means:. Financial Information means:. Global Conditions means the conditions set-out in Clause 6. Governmental Entity means: a any supra-national, national, state, municipal or local government including any subdivision, court, administrative agency or commission or other authority thereof or any quasi-governmental or private body exercising any regulatory, importing or other governmental or quasi-governmental authority, including the European Union and any Tax Authority; and b any governmental regulatory authority or agency responsible for the grant of approval, clearance, qualification, licensing or permitting of any aspect of research, Development, Manufacture, or Commercialisation of the Alcon Products or the Novartis Products, including the United States Food and Drug Administration and the European Medicines Agency or their successors ;.

Gross Negligence means any act or failure to act by the relevant Person that: i such Person knew may create a risk of material harm; ii was intended to cause such harm, or was done in reckless disregard of, or in wanton indifference to, such risk of harm; and iii in all the circumstances having regard to both the probability and seriousness of such harm was an unreasonable risk for such Person to take;.

Group means the Alcon Group or the Novartis Group, as applicable;. Indemnifying Party means a Party to this Agreement required to make a payment pursuant to any Indemnity Claim;. Indemnitee means a Party to this Agreement to whom a payment is required to be made pursuant to any Indemnity Claim;. Indemnity Claim means any Claim under Clause Indemnity Payment means a payment required by this Agreement from an Indemnifying Party to an Indemnitee;.

Information means information, whether or not patentable, copyrightable or protectable as a trade secret, in written, oral, electronic or other tangible or intangible forms, stored in any medium now known or yet to be created, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, Know-How, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys including attorney-client privileged communications , memos and other materials prepared by attorneys or under their direction including attorney work product and other technical, financial, employee or business information or data, documents, correspondence, materials and files;.

Information Access Agreement means the information access agreement entered into between Novartis and Alcon on or about the date of this Agreement;. Innova Line Offeree has the meaning given in Clause Innova Line Seller has the meaning given in Clause Innova Line Transfer has the meaning given in Clause Insurance Arrangements has the meaning given in Clause 2.

Insurance Proceeds means, with respect to any insured party, those monies, net of any applicable premium adjustments including reserves and retrospectively rated premium adjustments and net of any costs or expenses incurred in the collection thereof, which are: i received by an insured from an insurance carrier or its estate; ii paid by an insurance carrier or its estate on behalf of the insured; or iii received including by way of setoff from any Third Party in the nature of insurance, contribution or indemnification in respect of any Liability.

Intellectual Property Rights means:. Intercompany Arrangements means any Contracts and any other agreements, arrangements, commitments and understandings, whether oral or written, entered into prior to the Separation Date between or among Alcon or any member of the Alcon Group, on the one hand, and Novartis or any member of the Novartis Group, on the other hand;.

Intercompany Non-Trading Accounts means any amounts owed by a any member of the Novartis Group to any member of the Alcon Group, or by any member of the Alcon Group to any member of the Novartis Group, that are not Intercompany Trading Accounts, including intercompany loans and cash-pooling payables together with accrued interest, if any, on the terms of the applicable debt;.

Intercompany Trading Accounts means any amounts owed by any member of the Novartis Group to any member of the Alcon Group, or by any member of the Alcon Group to any member of the Novartis Group, that are outstanding or accured in the ordinary course of trading, including amounts due in respect of the supply of raw materials, components and products and services;.

Internet Identifiers means any internet domain names, internet domain name registration or social media accounts including the user names and passwords associated therewith ;. IP Assignment Agreements means the intellectual property assignment agreement s entered into between Alcon and Novartis on or about the date of this Agreement;. IT Assets List means the list of information technology equipment and assets that are to be owned by the Novartis Group, on the one hand, and the Alcon Group, on the other, following the Separation, in the Agreed Form;.

Know-How means all existing and available technical Information, know-how and data, including inventions whether patentable or not , discoveries, trade secrets, specifications, instructions, processes and formulae, including all biological, chemical, pharmacological, biochemical, toxicological, pharmaceutical, physical, safety, quality control, preclinical and clinical data;. Listing Prospectus means the offering and listing prospectus in the meaning of article a of the CO and articles 27 et seqq.

Listing Shares has the meaning given in Recital J;;. Local Separation Agreement has the meaning given in Clause 4. Manufacture means, as applicable, the planning, purchasing of materials for, production, processing, compounding, storage, filling, packaging, labelling, leafleting, warehousing, quality control testing, waste disposal, quality release, sample retention and stability testing of products, including the active ingredients of such products, and Manufacturing or Manufactured shall be construed accordingly;.

Manufacturing and Supply Agreement s means the manufacturing and supply agreement or agreements entered into between Alcon and Novartis Pharma AG on or about the date of this Agreement and the related agreements entered into thereunder;. Manufacturing Information means information relating to Manufacturing of Alcon Products or Novartis Products, as applicable;. Marketing Authorisations means any:. Marketing Authorisation Information means existing and available dossiers containing technical information, know-how and data used to obtain and maintain any Marketing Authorisations, including information relating to any Marketing Authorisations for applications current or planned to expand the use of any product;.

MA Transfer Agreement means the agreement relating to the transfer of certain Marketing Authorisations entered into between Alcon and Novartis on or around the date of this Agreement;. Medical Information means information relating to clinical and technical matters, including:. Novartis Business means all businesses, operations and activities whether conducted independently or in association with one or more Third Parties through a partnership, joint venture or other mutual enterprise and whether or not such businesses, operations or activities are or have been terminated, divested or discontinued conducted at any time prior to the Separation Date by either Party or their respective Affiliates, or on or after the Separation Date by any member of the Novartis Group, other than the Alcon Business, including the research, Development, Manufacture including the research, Development, Manufacture, or Commercialisation of, or Commercialisation of Novartis Products;.

Novartis Business Contracts means, in relation to each Novartis Asset Transferor, all the Contracts that are Exclusively Related to the Novartis Business and entered into by or on behalf of, or the benefit of which is held on trust for or has been assigned to, that Novartis Asset Transferor prior to the Separation Date which in any case are outstanding or in respect of which the Novartis Asset Transferor has any rights, liabilities, claims, benefits or obligations as at the Separation Date;.

Novartis Cash Management Arrangements all cash management arrangements pursuant to which Novartis or its Subsidiaries automatically or manually sweep cash from, or automatically or manually transfer cash to, accounts of Alcon or any of its Subsidiaries;. Novartis Group means a Novartis; b each Person that following completion of the Distribution will be, or will become, a direct or indirect Subsidiary of Novartis; and c each other Person that becomes a direct or indirect Subsidiary of Novartis at any time after the Distribution;.

Novartis Inventory means, in relation to each Novartis Asset Transferor, all inventories, wherever located, including the raw materials, stocks, work-in-progress, semi-finished and finished Novartis Products, API and packaging and labelling material of the relevant Novartis Asset Transferor, in each case, that are Exclusively Related to the Novartis Business, as of the Separation Date, but excluding any such inventories:.

Novartis Liabilities means. Balance Sheet and the notes and subledgers thereto and, if not covered therein, the accounting principles set-out in the Novartis Accounting Manual shall apply;.

Lokman Apt. Laboratorios Av. Republica de Panama No. Contrada S. AGT, Cairo st. Prev Page. Next Page. What the numbers say 2.

Quality Inspection. Logistics Service. Secure Payments. Alcon Italia S. Alcon Japan Ltd. Alcon Korea Ltd. Alcon Laboratories Philippines Inc. Alcon Laboratories Inc. Alcon Laboratories U. Alcon Laboratorios Argentina S. Alcon Laboratorios Chile Limitada. Alcon Laboratorios S. Alcon Laboratorios Uruguay S. Alcon Labs. Alcon Ophthalmika Gmbh. Alcon Pharma Gmbh. Alcon Pharmaceuticals Ltd.

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Get free overseas buyers for your products View Details. Companies in Argentina. The company's business is based in the city of Buenos Aires. Registration Date. Registration No. Country Argentina. Year of Establishment. NIC Code. Location Buenos Aires. Address Arenales , Buenos Aires,Argentina. Company Details Products Contact Details. About Alcon Laboratorios Argentina S. Financial Details Paid up capital Rs. Total Obligation of Contribution Rs. Registration Details Registration Year Registration authorities.

Registered for activities Registration Type Company Registration. Tell us about your requirement and our trade experts would help you get trade orders for your products Submit your requirement. Contact Details. Email :. Website :. Total Obligation of Contribution Rs. Registration Details Registration Year Registration authorities. Registered for activities Registration Type Company Registration.

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Alcon laboratorios argentina s a	Aloeus uses Cookies We use cookies to personalize content, to authenticate users and to analyze our traffic. Distribution has the meaning given in Argetina J. Each such statement shall be a Draft Economic Benefit Statement. The Separation Committee shall establish general procedures for managing the responsibilities delegated to it under this Clause 19 Separation Committeeand may modify such procedures from time to time. Section 3. The indemnity and contribution provisions contained in this Agreement shall remain operative and in full force and alcon laboratorios argentina s a, regardless of i any investigation made by or on behalf of any Indemnitee; and ii the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification or alcon laboratorios argentina s a hereunder.
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Alcon laboratorios argentina s a	Alfa Wassermann Medagro, Pl. The Parties agree that the indemnity in Clause Manufacturing and Supply Agreement s means the manufacturing and alcon laboratorios argentina s a agreement or caresource wv doctors entered into between Alcon and Novartis Pharma AG on or about the date of this Agreement and the related agreements entered into thereunder. Novartis Transferring Asset has the meaning given in Clause 3. Lokman Apt. The restriction laboratoris Clause
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Alcon laboratorios argentina s a	The company sold off some of its health and beauty interests, retaining Alcon and the this web page holding in L'Oreal--it argentinz hoped to gain full control of the latter, which alcon laboratorios argentina s a privately controlled. Subject to the more info of this Clause 13 Mutual Release and Indemnification and Clause 10 Intercompany ArrangementsNovartis hereby, and shall w that all members of the Novartis Group shall, with effect from the Separation Date and to the fullest extent permitted by Applicable Law release and discharge Alcon, each member of the Alcon Group and their respective successors and assigns and, save in respect of any Liabilities ,aboratorios as a result alcon laboratorios argentina s a fraud or other criminal conduct, all Persons who are, or at any time prior to the Separation Date have been shareholders, directors, officers, managers, members, agents or employees of any member of the Novartis Group in each case, in their respective capacities as suchand their respective heirs, executors, administrators, successors and assigns, from all Novartis Liabilities. Contrada S. Alcon Russia, St. Srgentina any other provision in this Agreement to the contrary:.
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Cognizant outlook configuration	Spain; Indemnifying Party laboratoroos a Party to this Agreement required to make a payment pursuant to any Indemnity Claim. B if a Brazilian Product is alcon laboratorios argentina s a to the Customer before being invoiced or is not invoicedNet Sales will be calculated at the time all the revenue recognition visit web page under Accounting Standards are met. The Dispute Notice shall:. Internal Revenue Service.
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