UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Intellia Therapeutics, Inc.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
45826J105
(CUSIP Number)
Scott A. Brown
General Counsel and
Chief Administrative Officer
Novartis Institutes for BioMedical Research, Inc.
250 Massachusetts Avenue
Cambridge, MA 02139
(617) 871-8000
With a copy to:
G. Scott Lesmes
Morrison & Foerster LLP
2000 Pennsylvania Avenue NW, Suite 6000
Washington, D.C. 20006
(202) 887-1500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 27, 2020
(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 §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 45826J105
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1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
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Number of
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7.
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Sole Voting Power
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8.
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Shared Voting Power
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
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14.
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Type of Reporting Person (See Instructions)
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* This calculation is based on 50,507,681 shares of Common Stock, par value $0.0001 per share, outstanding as of February 21, 2020, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed by the Issuer with the Securities and Exchange Commission on February 27, 2020.
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CUSIP No. 45826J105
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1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
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Number of
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7.
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Sole Voting Power
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8.
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Shared Voting Power
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
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14.
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Type of Reporting Person (See Instructions)
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* This calculation is based on 50,507,681 shares of Common Stock, par value $0.0001 per share, outstanding as of February 21, 2020, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed by the Issuer with the Securities and Exchange Commission on February 27, 2020.
Explanatory Note
This Amendment No. 3 (the “Amendment No. 3”) amends the statement on Schedule 13D originally filed by the Reporting Persons on May 11, 2016 and amended on December 14, 2017 and March 23, 2018 (the “Schedule 13D”). The Items below amend the information disclosed under the corresponding Item of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended such that all references to Schedule I contained within Item 2 and otherwise within the Schedule 13D shall refer to the Schedule I included in this Amendment No. 3.
Item 5. Interest in Securities of the Issuer
Items 5(a) and (b) of the Schedule 13D are hereby amended and restated in their entirety to read as follows:
“(a)-(b) As of the date hereof, each of the Reporting Persons may be deemed, for purposes of Rule 13d-3 of the Act, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of 4,352,295 shares of Common Stock. Each Reporting Person has shared voting and dispositive power with the other Reporting Person.
Based on the 50,507,681 shares of the Issuer’s common stock outstanding as of February 21, 2020, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed by the Issuer with the Securities and Exchange Commission on February 27, 2020, the Common Stock held by the Reporting Persons constitutes 8.6% of the outstanding shares of Common Stock of the Issuer.
NIBRI is a wholly-owned indirect subsidiary of Novartis. Novartis, as the parent company of NIBRI, may be deemed to beneficially own all of the shares of Common Stock held directly by NIBRI.”
SIGNATURE
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.
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.
Dated: March 30, 2020
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NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC. | ||
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By: |
/s/ Scott A. Brown | |
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Name: |
Scott A. Brown |
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Title: |
Authorized Signatory |
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NOVARTIS AG | ||
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By: |
/s/ Christian Rehm | |
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Name: |
Christian Rehm |
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Title: |
Authorized Signatory |
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By: |
/s/ Daniel Weiss | |
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Name: |
Daniel Weiss |
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Title: |
Authorized Signatory |
Schedule I
DIRECTORS AND EXECUTIVE OFFICERS OF
NOVARTIS AG AND NOVARTIS INSTITUTES FOR BIOMEDICAL
RESEARCH, INC.
DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS AG
The name, function, 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, (i) each occupation set forth opposite an individual’s name refers to employment with Novartis AG and (ii) the business address of each director and executive officer of Novartis AG is Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland.
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Name |
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Relationship to |
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Present Principal Occupation |
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Citizenship |
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Joerg Reinhardt, Ph.D. |
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Chairman of the Board of Directors |
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Chairman of the Board of Directors |
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German |
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Enrico Vanni, Ph.D. |
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Vice Chairman of the Board of Directors |
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Independent Director |
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Swiss |
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Nancy C. Andrews, M.D., Ph.D. |
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Director |
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Dean emerita, vice chancellor emerita for academic affairs, Duke University School of Medicine, US; Nanaline H. Duke Professor of Pediatrics, pharmacology and cancer biology, Duke University, US |
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American |
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Ton Buechner |
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Director |
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Independent Director |
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Dutch |
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Patrice Bula |
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Director |
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Executive vice president and head of strategic business units, marketing, sales, and Nespresso, Nestle SA, Switzerland |
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Swiss |
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Srikant Datar, Ph.D. |
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Director |
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Arthur Lowes Dickinson Professor, Harvard Business School, US; Faculty Chair of the Harvard Innovation Lab, US; Senior Associate Dean for University Affairs, Harvard Business School, US |
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American |
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Elizabeth (Liz) Doherty |
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Director |
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Independent Director |
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British |
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Ann Fudge |
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Director |
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Independent Director |
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American |
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Bridgette Heller |
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Director |
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Co-founder and Chief Executive Officer, Shirley Proctor Puller Foundation, US |
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American |
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Frans van Houten |
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Director |
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Chief Executive Officer and chairman of the executive committee and the board of management, Royal Philips NV, Netherlands |
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Dutch |
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Simon Moroney, D. Phil. |
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Director |
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Independent Director |
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German/New Zealander |
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Andreas von Planta, Ph.D. |
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Director |
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Senior Counsel, Lenz & Staehelin, Switzerland |
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Swiss |
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Charles L. Sawyers, M.D. |
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Director |
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Chair of the Human Oncology and Pathogenesis Program, Memorial Sloan-Kettering Cancer Center, US; Professor of Medicine and of Cell and Developmental Biology, Weill Cornell Graduate School of Medical Sciences, US |
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American |
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William T. Winters |
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Director |
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Chief Executive Officer and director of Standard Chartered PLC, UK |
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British, American |
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Vasant (Vas) Narasimhan, M.D. |
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Member of the Executive Committee; Chief Executive Officer |
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Member of the Executive Committee; Chief Executive Officer |
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American |
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Steven Baert |
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Member of the Executive Committee; Chief People and Organization Officer |
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Member of the Executive Committee; Chief People and Organization Officer |
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Belgian |
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Susanne Schaffert, Ph.D. |
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Member of the Executive Committee; President, Novartis Oncology |
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Member of the Executive Committee; President, Novartis Oncology |
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German |
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James (Jay) Bradner, M.D. |
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Member of the Executive Committee; President, Novartis Institutes for BioMedical Research |
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Member of the Executive Committee; President, Novartis Institutes for BioMedical Research |
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American |
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Shannon Thyme Klinger |
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Member of the Executive Committee; Group General Counsel |
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Member of the Executive Committee; Group General Counsel |
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American |
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Richard Saynor |
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Member of the Executive Committee; Chief Executive Officer, Sandoz |
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Member of the Executive Committee; Chief Executive Officer, Sandoz |
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British |
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Marie-France Tschudin |
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Member of the Executive Committee; President, Novartis Pharmaceuticals |
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Member of the Executive Committee; President, Novartis Pharmaceuticals |
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Swiss |
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Harry Kirsch |
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Member of the Executive Committee; Chief Financial Officer |
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Member of the Executive Committee; Chief Financial Officer |
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German |
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Bertrand Bodson |
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Member of the Executive Committee; Chief Digital Officer |
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Member of the Executive Committee; Chief Digital Officer |
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Belgian |
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Steffen Lang, Ph.D. |
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Member of the Executive Committee; Global Head of Novartis Technical Operations |
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Member of the Executive Committee; Global Head of Novartis Technical Operations |
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German/Swiss |
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Klaus Moosmayer, Ph.D. |
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Member of the Executive Committee; Chief Ethics, Risk and Compliance Officer |
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Member of the Executive Committee; Chief Ethics, Risk and Compliance Officer |
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German |
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John Tsai, M.D. |
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Member of the Executive Committee; Global Head of Drug Development and Chief Medical Officer |
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Member of the Executive Committee; Global Head of Drug Development and Chief Medical Officer |
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American |
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Robert Weltevreden |
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Member of the Executive Committee; Head of Novartis Business Services |
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Member of the Executive Committee; Head of Novartis Business Services |
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Dutch |
DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC.
The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis Institutes for BioMedical Research, Inc. (“NIBR”) are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with Novartis Institutes for BioMedical Research, Inc. and (ii) the business address of each director and executive officer for Novartis Institutes for BioMedical Research, Inc. is 250 Massachusetts Avenue, Cambridge, MA 02139, USA.
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Name |
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Relationship to Novartis Institutes |
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Present Principal |
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Citizenship |
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Joerg Reinhardt, Ph.D. |
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Chairman of the Board of Directors |
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Chairman of the Board of Directors, NIBR; Chairman of the Board of Directors; Novartis AG; Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland |
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German |
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Thomas Kendris |
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Director |
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President, Novartis Corporation; US Country President, Novartis Pharmaceuticals; Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland |
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American |
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Harry Kirsch |
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Director |
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Member of the Novartis AG Executive Committee; Chief Financial Officer, Novartis AG; Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland |
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German |
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James (Jay) Bradner, M.D. |
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Vice Chairman of the Board of Directors; President |
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Member of the Novartis AG Executive Committee; President of NIBR; Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland |
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American |
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Dimitris Agrafiotis |
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Chief Information Officer |
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Chief Information Officer, NIBR |
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American and Greek |
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Silvia Arber, Ph.D. |
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Senior Group Leader Musculoskeletal, FMI |
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Senior Group Leader Musculoskeletal, FMI, Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland |
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Swiss |
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Evan Beckman, M.D. |
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Global Head Translational Medicine |
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Global Head Translational Medicine, NIBR |
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American |
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Tewis Bouwmeester, Ph.D. |
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Head DAx, CBT, NIBR Site Head Switzerland |
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Head DAx, CBT, NIBR Site Head Switzerland, Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland |
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Netherlands |
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Karin Briner, Ph.D. |
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Head, Chemistry |
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Head, Chemistry, NIBR |
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Swiss |
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Scott Brown |
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Vice President and General Counsel; Chief Administrative Officer; Secretary |
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Vice President and General Counsel; Chief Administrative Officer; Secretary, NIBR |
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American |
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Christian Bruns, Ph.D. |
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Global Head, ATI |
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Global Head, ATI, Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland |
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German |
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Fenella Chisholm |
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Global Head People & Organization |
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Global Head People & Organization, NIBR |
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British |
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Stephen Cho, Ph.D. |
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Global Head, Portfolio Management |
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Global Head, Portfolio Management, NIBR |
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American |
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Shaun Coughlin |
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Global Head CVM |
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Global Head CVM, NIBR |
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American |
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Thierry Diagana, Ph.D. |
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Head NITD |
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Head NITD, One Health Plaza, East Hannover, NJ 07936 |
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American |
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Ricardo Dolmetsch, Ph.D. |
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Global Head, Neuroscience |
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Global Head, Neuroscience, NIBR |
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American, British, Colombian |
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Glenn Dranoff, M.D. |
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Global Head, Exploratory Immuno-Oncology |
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Global Head, Exploratory Immuno-Oncology, NIBR |
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American |
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Jeffrey Engelman, M.D., Ph.D. |
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Oncology Disease Area Head |
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Oncology Disease Area Head, NIBR |
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American |
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Mairead Goetz |
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Global Head, NIBR SciOps |
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Global Head, NIBR SciOps |
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Irish |
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Philip Gotwals, Ph.D. |
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Global Head BD&L |
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Global Head BD&L, NIBR |
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American |
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Cynthia Grosskreutz, M.D., Ph.D. |
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Global Head Ophthalmology Diseases |
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Global Head Ophthalmology Diseases, NIBR, |
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American |
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Jerry Joyce |
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Institute Director, GNF |
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Institute Director, GNF, Genomics Institute of the Novartis Research Foundation, 10675 John Jay Hopkins Drive, San Diego, CA 92121 |
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American |
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Michaela Kneissel, Ph.D. |
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Global Head Musculoskeletal |
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Global Head Musculoskeletal, Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland |
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Austrian |
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En Li, Ph.D. |
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Head CNIBR |
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Head CNIBR, Novartis Shanghai Campus, 4218 Kinke Road, Pudong New Area, Shanghai, China 201203 |
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American |
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Jeffrey Lockwood |
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Head, NIBR Communications |
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Head, NIBR Communications, NIBR |
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American |
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Vishal Patel, Ph.D. |
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Chief of Staff |
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Chief of Staff, NIBR |
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American |
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Thomas Pietzonka, Dr. sc. nat |
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Global Head Biotherapeutic and Analytical Tech |
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Global Head Biotherapeutic and Analytical Tech, NIBR, Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland |
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Swiss |
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Jeffrey Porter |
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Head Chemical Biology and Therapeutics |
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Head Chemical Biology and Therapeutics, NIBR |
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American |
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Revathi Rammohan |
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Chief Financial Officer and Head of Research Operations; Treasurer |
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Chief Financial Officer and Head of Research Operations; Treasurer, NIBR |
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British |
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Dirk Schuebeler, Ph.D. |
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Senior Group Leader, Musculoskeletal, FMI |
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Senior Group Leader, Musculoskeletal, FMI, Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland |
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German |
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Alice Shaw, M.D., Ph.D. |
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Global Head Translational Clinical Oncology |
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Global Head Translational Clinical Oncology, NIBR |
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American |
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Jean Silveri |
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Global Head R&D IP |
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Global Head R&D IP, NIBR |
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American |
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Fiona Spence, Ph.D. |
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Global Head of Preclinical Safety |
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Global Head of Preclinical Safety, NIBR |
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United Kingdom |
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Wendi Yajnik, Ph.D. |
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Global Head of Academic Partnerships and External Innovation |
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Global Head of Academic Partnerships and External Innovation, NIBR |
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American |