APRIL 2019 NOVARTIS AG ALCON INC. SEPARATION AND DISTRIBUTION AGREEMENT CONTENTS Clause Page 1. THE SEPARATION 3 2. THE ALCON TRANSFERRING ASSETS 5 3. THE NOVARTIS TRANSFERRING ASSETS 7 4. LOCAL SEPARATION AGREEMENTS 8 5

SEPARATION AND DISTRIBUTION AGREEMENT

EXHIBITS REFERRED TO IN THIS AGREEMENT

AGREED FORM DOCUMENTS REFERRED TO IN THIS AGREEMENT

Books and Records Plan

Cash Settlement Plan

Novartis Prospectus Statements List

Puurs Separation Plan

SEPARATION AND DISTRIBUTION AGREEMENT

1. Novartis AG, a corporation (Aktiengesellschaft) incorporated in the Canton of Baselstadt, Switzerland with enterprise identification number (UID) CHE-103.867.266 and its registered office at Lichtstrasse 35, 4056 Basel, Switzerland (Novartis); and

2. Alcon Inc., a corporation (Aktiengesellschaft) incorporated in the Canton of Fribourg, Switzerland with enterprise identification number (UID) CHE-234.781.164 and its registered office at Rue Louis-d Affry 6, 1701 Fribourg, Switzerland (Alcon),

(together the Parties, and each a Party)

Words and expressions used in this Agreement shall be interpreted in accordance with Schedule 1 (Definitions and Interpretation).

A. 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.

B. The majority of the Alcon Business is conducted through the Alcon Transferring Entities. The Alcon Business also comprises certain additional assets the Alcon Transferring Assets and associated liabilities that are held by the Alcon Asset Transferors.

C. 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 Novartis Business also comprises certain additional assets the Novartis Transferring Assets and associated liabilities that are held by the Novartis Asset Transferors.

D. The Parties have approved the separation of the Alcon Business from the Novartis Business into Alcon pursuant to the following steps:

i. the transfer of the Alcon Transferring Assets and the Alcon Transferring Entities to the Alcon Asset Transferees and the Alcon Share Transferees, respectively;

ii. the transfer of the Novartis Transferring Assets and the Novartis Transferring Entities to the Novartis Asset Transferees and the Novartis Share Transferees, respectively; and

iii. the assumption by the Novartis Group of the Novartis Liabilities and the assumption by the Alcon Group of the Alcon Liabilities,

together, the Separation.

E. 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. Clause 2 (The Alcon Transferring Assets) and Clause 3 (The Novartis Transferring Assets) of this Agreement sets out the details of the Alcon Transferring Assets and Novartis Transferring Assets that will be (or have already been) transferred in each Asset Sale Jurisdiction and the Novartis Retained Assets and Alcon Retained Assets that will be (or have already been) excluded from the transfer in each Asset Sale Jurisdiction.

F. Exhibit 1 (Transferors and Transferees) of this Agreement sets out a list of (i) the Alcon Asset Transferors and Alcon Asset Transferees, and the Alcon Transferring Entities, Alcon Share Transferees and Alcon Share Transferors; and (ii) the Novartis Asset Transferors and Novartis Asset Transferees, and the Novartis Transferring Entities, Novartis Share Transferors and Novartis Share Transferees.

G. 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.

H. 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.

I. Following completion of the Separation:

i. 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

ii. 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.

J. 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.

K. Clauses 5 (The Distribution) and 6 (Global Conditions) and the Distribution Steps Plan included in Exhibit 3 (Distribution Steps Plan) of this Agreement set out the terms and conditions applicable to the Distribution.

L. The remainder of this Agreement sets out the other terms and conditions on which the Separation and the Distribution are to be implemented.

1.1 The Separation. The Parties acknowledge that the Separation is intended to result in:

(a) Alcon directly or indirectly owning the Alcon Business, including the Alcon Transferring Entities (together with all of their assets) and the Alcon Transferring Assets, and bearing the Alcon Liabilities; and

(b) Novartis directly or indirectly owning the Novartis Business, including the Novartis Transferring Entities (together with all of their assets) and the Novartis Transferring Assets, and bearing the Novartis Liabilities,

in accordance with the terms of this Agreement.

1.2 The Separation Date. To the extent not already completed in any jurisdiction prior to the date of this Agreement, the Separation shall take place on 8 April 2019 (the Separation Date).

1.3 Transfer of Alcon Transferring Assets and Alcon Transferring Entities.

(a) To the extent not transferred prior to the date of this Agreement, subject to Clauses 7 (Brazil) and 8 (Transferring Contracts), on the Separation Date and in accordance with the Separation Steps Plan, Novartis and Alcon shall procure that:

(i) each Alcon Share Transferor shall transfer to each Alcon Share Transferee, and each Alcon Share Transferee shall accept, all of such Alcon Share Transferor s direct or indirect rights, title and interest in and to each Alcon Transferring Entity for which it is identified as the respective Alcon Share Transferor or Alcon Share Transferee (as applicable) in Part A (Alcon Transferring Entities) of Exhibit 1 (Transferors and Transferees) (together with all of its assets); and

(ii) each Alcon Asset Transferor shall transfer to each Alcon Asset Transferee, and each Alcon Asset Transferee shall (A) accept all of such Alcon Asset Transferor s direct or indirect rights, title and interest in and to each Alcon Transferring Asset for which it is identified as the respective Alcon Asset Transferor or Alcon Asset Transferee (as applicable) in Part C (Alcon Transferring Assets) of Exhibit 1 (Transferors and Transferees) and (B) assume all Alcon Liabilities relating to such Alcon Transferring Assets pursuant to Clause 1.4 (Assumption of Alcon Liabilities).

(b) Novartis and Alcon shall procure that the shares (and other equity interests) in each Alcon Transferring Entity to be transferred pursuant to Clause 1.3(a)(i) shall be transferred with all rights attaching to them, including the right to receive all distributions and dividends declared, paid or made in respect of the relevant shares (and other equity interests) after the Separation Date.

1.4 Assumption of Alcon Liabilities.

(a) Subject to Clauses 7 (Brazil) and 13.1 (Ancillary Agreement Liabilities), each Party shall procure that on and from the Separation Date, Alcon (and/or the applicable Alcon Asset Transferee) shall assume and be responsible for all Alcon Liabilities, regardless of when or where such Alcon Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or after the Separation Date, regardless of where or against whom such Alcon Liabilities are asserted or determined (including any such Alcon Liabilities arising out of claims made by Novartis s or Alcon s respective Affiliates or by Representatives of Novartis or Alcon or their respective Affiliates against either Party or any of its Affiliates) or whether asserted or determined prior to, at or after the Separation Date, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of any Applicable Law, fraud, misrepresentation or otherwise by either Party or any member of its Group or any of their respective Representatives.

1.5 Transfer of Novartis Transferring Assets and Novartis Transferring Entities.

(a) To the extent not transferred prior to the date of this Agreement, subject to Clause 8 (Transferring Contracts) on the Separation Date and in accordance with the Separation Steps Plan, Novartis and Alcon shall procure that:

(i) each Novartis Share Transferor shall transfer to each Novartis Share Transferee, and each Novartis Share Transferee shall accept, all of such Novartis Share Transferor s direct or indirect rights, title and interest in and to each Novartis Transferring Entity for which it is identified as the respective Novartis Share Transferor or Novartis Share Transferee (as applicable) in Part D (Novartis Transferring Entities) of Exhibit 1 (Transferors and Transferees) (together with all of its assets); and

(ii) each Novartis Asset Transferor shall transfer to each Novartis Asset Transferee, and each Novartis Asset Transferee shall (A) accept all of such Novartis Asset Transferor s direct or indirect rights, title and interest in and to each Novartis Transferring Asset for which it is identified as the respective Novartis Asset Transferor or Novartis Asset Transferee (as applicable) in Part E (Novartis Transferring Assets) of Exhibit 1 (Transferors and Transferees) and (B) assume all Novartis Liabilities relating to such Novartis Transferring Assets pursuant to Clause 1.6 (Assumption of Novartis Liabilities).

(b) Novartis and Alcon shall procure that the shares (and other equity interests) in the Novartis Transferring Entities to be transferred pursuant to Clause 1.5(a) shall be transferred with all rights attaching to them, including the right to receive all distributions and dividends declared, paid or made in respect of the relevant shares (and other equity interests) after the Separation Date.

1.6 Assumption of Novartis Liabilities

(a) Subject to Clause 13.1 (Ancillary Agreement Liabilities), each Party shall procure that on and from the Separation Date, Novartis (and/or the applicable Novartis Asset Transferee) shall assume and be responsible for all Novartis Liabilities, regardless of when or where such Novartis Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or after the Separation Date, regardless of where

or against whom such Novartis Liabilities are asserted or determined (including any such Novartis Liabilities arising out of claims made by Novartis s or Alcon s respective Affiliates or by Representatives of Novartis or Alcon or their respective Affiliates against either Party or any of its Affiliates) or whether asserted or determined prior to, at or after the Separation Date, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of any Applicable Law, fraud, misrepresentation or otherwise by either Party or any member of its Group or any of their respective Representatives.

2. THE ALCON TRANSFERRING ASSETS

2.1 The Alcon Transferring Assets. Subject to and in accordance with the terms of this Agreement and the Ancillary Agreements, including Clauses 2.2 (The Novartis Retained Assets), 8 (Transferring Contracts) and 9 (Matters Governed Exclusively by Ancillary Agreements), the Alcon Transferring Assets to be transferred by each Alcon Asset Transferor in each Asset Sale Jurisdiction shall comprise the following (if any held by such Alcon Asset Transferor):

(a) the Alcon Business Contracts;

(b) the Alcon Part of all Shared Contracts, in accordance with Schedule 2 (Transferring Contracts);

(c) the Alcon Inventory;

(d) the Alcon Properties (including the Alcon Puurs Site);

(e) any Artwork located at an Alcon Property as at the Separation Date;

(f) the Alcon IT Assets;

(g) subject to and in accordance with the MA Transfer Agreement, the Alcon Transferring Marketing Authorisations;

(h) to the extent transferable under Applicable Law, the Alcon Business Permits;

(i) subject to and in accordance with Clause 17 (Access to Information; Books and Records), the Alcon Transferring Books and Records;

(j) subject to and in accordance with the Intellectual Property Agreements, any Intellectual Property Rights allocated to Alcon in accordance with the Intellectual Property Agreements;

(k) subject to and in accordance with the Employee Matters Agreement, any rights and assets related to Employees and/or Employee Benefits to the extent transferred in accordance with the Employee Matters Agreement;

(l) subject to and in accordance with the Third Party Claims and Investigations Management Agreement, all rights of any Alcon Asset Transferor to causes of action, lawsuits, judgements, claims or demands to the extent Exclusively Related to the Alcon Business; and

(m) subject to and in accordance with Clause 11 (Accounts Payable and Receivable), the benefit of all Alcon Accounts Receivable.

2.2 The Novartis Retained Assets. 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:

(a) all assets of the Novartis Business (as more specifically described in Clause 3 (The Novartis Transferring Assets);

(b) the Novartis Part of all Shared Contracts and all Third Party Supply Agreements (as defined in the Transitional Services Agreement(s));

(c) all land, real estate and freehold or leasehold property, together with all interests therein (including all the Novartis Properties and the Novartis Puurs Site), other than the Alcon Properties;

(d) any Artwork located at a Novartis Property as at the Separation Date;

(e) all information technology equipment and assets, other than the Alcon IT Assets (including all the Novartis IT Assets);

(f) any Intellectual Property Rights other than those allocated to the Alcon Group in accordance with the Intellectual Property Agreements;

(g) subject to and in accordance with the Employee Matters Agreement, any rights and assets related to Employees and/or Employee Benefits to the extent transferred in accordance with the Employee Matters Agreement;

(h) any product and any Permits in respect of any products, or any applications therefor, other than the Alcon Products, Alcon Transferring Marketing Authorisations and the Alcon Business Permits (including, for the avoidance of doubt, the Novartis Transferring Marketing Authorisations);

(i) all cash, marketable securities and negotiable instruments, and all other cash equivalents, including any bank deposits;

(j) any company seal, minute books, charter documents, stock or equity record books of any Alcon Asset Transferor and any Books and Records other than the Alcon Transferring Books and Records;

(k) subject to and in accordance with the Third Party Claims and Investigations Management Agreement, any right of the Novartis Group to be indemnified by a Third Party in respect of any Novartis Liabilities and any other causes of action, lawsuits, judgements, claims or demands arising in relation to any Novartis Liabilities;

(l) any rights of the Novartis Group under any of its Intercompany Arrangements, which Intercompany Arrangements are dealt with in accordance with Clause 10 (Intercompany Arrangements);

(m) any equity interest in any Person other than an Alcon Transferring Entity;

(n) all rights of the Novartis Group under this Agreement (including, for the avoidance of doubt, any right of the Novartis Group to be indemnified in respect of the Alcon Liabilities) and any other Transaction Document; and

(o) without prejudice to Clause 18 (Insurance), all policies of or agreements for insurance and interests in insurance pools and programs (in each case including self-insurance and insurance from members of the Novartis Group) and all rights of any nature with respect to any of the foregoing, including in each case all recoveries thereunder and rights to assert claims seeking any such recoveries and any claim that was declared thereunder prior to the Separation Date (collectively, Insurance Arrangements).

3. THE NOVARTIS TRANSFERRING ASSETS

3.1 The Novartis Transferring Assets. Subject to and in accordance with the terms of this Agreement and the Ancillary Agreements, including this Clause 3.1 (The Novartis Transferring Assets), Clause 8 (Transferring Contracts) and Clause 9 (Matters Governed Exclusively by Ancillary Agreements), the Novartis Transferring Assets to be transferred by the Novartis Asset Transferor shall comprise the following (if any held by such Novartis Asset Transferor):

(a) the Novartis Business Contracts;

(b) the Novartis Part of all Shared Contracts, in accordance with Schedule 2 (Transferring Contracts);

(c) the Novartis Inventory;

(d) all land, real estate and freehold or leasehold property, together with all interests therein (including all the Novartis Properties), other than the Alcon Properties;

(e) any Artwork located at a Novartis Property as at the Separation Date;

(f) all information technology equipment and assets, other than the Alcon IT Assets (including all the Novartis IT Assets);

(g) subject to and in accordance with the MA Transfer Agreement, the Novartis Transferring Marketing Authorisations;

(h) to the extent transferable under Applicable Law, the Novartis Business Permits;

(i) subject to and in accordance with Clause 17 (Access to Information; Books and Records), the Novartis Transferring Books and Records;

(j) any Intellectual Property Rights other than those allocated to the Alcon Group in accordance with the Intellectual Property Agreements

(k) any rights and assets related to Employees and/or Employee Benefits other than those allocated to the Alcon Group in accordance with the Employee Matters Agreement;

(l) subject to and in accordance with the Third Party Claims and Investigations Management Agreement, all rights of any Novartis Asset Transferor to causes of action, lawsuits, judgements, claims or demands to the extent Exclusively Related to the Novartis Business; and

(m) subject to and in accordance with Clause 11 (Accounts Payable and Receivable), the benefit of all Novartis Accounts Receivable.

3.2 The Alcon Retained Assets. 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:

(a) all assets of the Alcon Business (as more specifically described in Clause 2 (The Alcon Transferring Assets);