Amendment to Limited Liability Company Agreement between Chiron Corporation and Novartis Corporation (December 6, 2000)

Summary

Chiron Corporation and Novartis Corporation have agreed to amend their existing Limited Liability Company Agreement. The amendment extends the period during which Chiron can sell membership units to Novartis and use the proceeds to offset research and development costs, moving the deadline from December 31, 2000, to December 31, 2001. It also updates the funding limits for unused portions from previous years, ensuring the total funding does not exceed $265 million. Both parties have agreed to these changes as of December 6, 2000.

EX-10.723 11 a2039414zex-10_723.txt EXH 10.723 [CHIRON LETTERHEAD] Direct Dial: (510) 923-2905 Law Department December 6, 2000 VIA FACSIMILE AND FEDERAL EXPRESS ###-###-#### Novartis Corporation 564 Morris Avenue Summit, NJ 07901 Attn: Jeff Benjamin Vice President and Associate General Counsel Dear Sirs: This letter confirms the agreement between Chiron Corporation ("Chiron") on behalf of itself and its wholly-owned subsidiary Chiron SpA, on the none hand, and Novartis Corporation ("Novartis") to amend that certain Limited Liability Company Agreement between them, dated as of December 28,1995,as amended (the "LLC Agreement") in certain respects. Terms not defined in this letter shall have the meanings set forth in the LLC Agreement. 1. Section 2.3.1 of the LLC Agreement shall be amended to extend the date through which Chiron may sell Units of Membership Interest to Novartis from December 31, 2000 to December 31 2001 and thereby extending the period of time within which Chiron may apply the proceeds of the sale of such Units to offset the R&D Costs of the Funded Projects. 2. Section 2.3.3 of the LLC agreement shall be amended to replace subsection (f) with the following: " (f) in 2000, any unused portion of the funding limit for 1999, but in no event more than Nineteen million three hundred thousand dollars (US $19,300,000) and (g) in 2001, any unused portion of the funding limit for 2000, but in no event more than Twelve million one hundred thousand dollars (US $12,100,000) so that the total funding amount does not exceed Two hundred sixty five million dollars (US $265,000,000)." If the foregoing accurately reflects our understanding effective as of the date of this letter, please sign and return one copy to me. Very truly yours CHIRON CORPORATION /s/ William G. Green By: William G. Green Senior Vice President and General Counsel Agreed: NOVARTIS CORPORATION By: /s/ Jeff Benjamin Its: Vice President & Associate General Counsel cc: Herbert Gut Joseph Mamie