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Exhibit 2.4
NOVARTIS SECURITIES INVESTMENT LTD.
€900,000,000
4 PER CENT. GUARANTEED NOTES DUE 2006
GUARANTEED BY
NOVARTIS AG
FISCAL AGENCY AGREEMENT
CONTENTS
CLAUSE
PAGE
1.
Interpretation
1
2.
Appointment Of The Paying Agents
3
3.
The Notes
3
4.
Delivery Of Permanent Global Note And Definitive Notes
4
5.
Replacement Notes, And Coupons
5
6.
Payments To The Fiscal Agent
6
7.
Payments To Noteholders
7
8.
Miscellaneous Duties Of The Paying Agents
9
9.
Fees And Expenses
11
10.
Terms Of Appointment
11
11.
Changes In Paying Agents
12
12.
Notices
14
13.
Law And Jurisdiction
16
14.
Modification
16
15.
Counterparts
16
16.
Rights Of Third Parties
16
SCHEDULE 1
Form Of Temporary Global Note
17
SCHEDULE 2
Form Of Permanent Global Note
25
SCHEDULE 3
Form Of Definitive Note And Coupon
31
SCHEDULE 4
Terms And Conditions Of The Notes
36
THIS AGREEMENT is made on 6 November 2001
BETWEEN
(1)
SCHEDULE 5
Provisions For Meetings Of The Noteholders
46
SCHEDULE 6
Specified Offices Of The Paying Agents
52
NOVARTIS SECURITIES INVESTMENT LTD. (the " Issuer ");
(2) NOVARTIS AG (the " Guarantor ");
(3) CITIBANK, N.A. as fiscal agent (the " Fiscal Agent "); and
(4) BANQUE GENERALE DU LUXEMBOURG S.A. as paying agent (together with the Fiscal Agent, the " Paying Agents
").
WHEREAS
(A) The Issuer has authorised the creation and issue of €900,000,000 in aggregate principal amount of 4 per cent. Guaranteed
Notes due 2006 (the " Notes "). The Guarantor has authorised the giving of its guarantee in relation to the Notes under a
guarantee dated 6 November 2001 (as amended or supplem