Washington, D.C. 20549
                                   SCHEDULE TO 

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                 EON LABS, INC.
                            (Name of Subject Company)

                                  NOVARTIS AG
                              NOVARTIS CORPORATION
                            ZODNAS ACQUISITION CORP.
                        (Name of Filing Persons--Offerors)

                          COMMON STOCK, PAR VALUE $0.01
                         (Title of Class of Securities)

                      (CUSIP Number of Class of Securities)

                                 George Miller
                        Head of Legal and General Affairs
                                  Novartis AG
                                35 Lichtstrasse
                          CH-4002, Basel, Switzerland
            (Name, Address and Telephone Number of Person Authorized
       to Receive Notices and Communications on Behalf of Filing Persons)

                                   -Copies to-
                           Andrew R. Brownstein, Esq.
                             Trevor S. Norwitz, Esq.
                         Wachtell, Lipton, Rosen & Katz
                               51 West 52nd Street
                               New York, NY 10019
                                 (212) 403-1000


                            CALCULATION OF FILING FEE

            Transaction Valuation                 Amount of Filing Fee
             Not applicable                        Not applicable

[ ]  Check  the  box if any  part  of the  fee is  offset  as  provided  by Rule
     0-11(a)(2)  and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.
     Amount Previously Paid:  None.               Filing Party:  Not applicable.
     Form or Registration No.:  Not applicable.   Date Filed:  Not applicable.
[X]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer. 
Check the appropriate boxes below to designate any transactions to which the 
statement relates:
[X]  third-party tender offer subject to Rule 14d-1. 
[ ]  issuer tender offer
     subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3.
[ ]  amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]

     This  Tender  Offer  on  Schedule  TO is  filed  by  Novartis  AG,  a Swiss
corporation   ("Novartis"),   Novartis  Corporation,   a  New  York  corporation
("Novartis  Corp"),  and  Zodnas  Acquisition  Corp.,  a  Delaware   corporation
("Zodnas") and an indirect,  wholly-owned  subsidiary of Novartis Corp. Pursuant
to  Exchange  Act Rule 14d-2 and  General  Instruction  D to  Schedule  TO, this
Schedule TO relates to precommencement communications by Novartis, Novartis Corp
and Zodnas.


                                           Novartis International AG
                                           Novartis Global Communications
                                           CH-4002 Basel

     John Gilardi                          Kurt Leidner
     Novartis Global Media Relations       Sandoz Communications +41 61 324 3018
     (direct)                              +43 1 260 68 9611 (direct)
     +41 61 324 2200 (main)                +43 1 260 680 (main)
     john.gilardi@group.novartis.com       kurt.leidner@gx.novartis.com

---------------------- ---------------------------- ----------------------------
---------------------- ---------------------------- ----------------------------


o   Transformational merger of Hexal and Eon Labs with Sandoz strengthens market
    positions globally, achieving top positions in key markets, particularly US
    and Germany

o   Significantly broadened product portfolio

o   One of the largest pipelines in industry covering most generic opportunities

o   Best-in-class development teams with proven record of being first to market

o   Leadership in high-value delivery technologies and biogenerics

o   Hexal and 67.7% of Eon Labs acquired for EUR 5.65 billion

o   Tender offer for remaining Eon Labs shares to be launched for USD 31.00 per 

o   Cost synergies of USD 200 million per year expected within three years after
    closing, 50% of which to be realized within 18 months

o   Transactions to be accretive to earnings within 12 months of closing

     BASEL,   FEBRUARY  21,  2005  -  Novartis  announced  today  the  strategic
acquisition of two leading  generic drug companies that will be integrated  into
its Sandoz division, creating the world leader in the generic drug industry.

     Definitive  agreements  have been  signed to acquire  100% of HEXAL AG, the
privately-held  No.  2  generics  company  in  Germany  with a  strong  European
presence,  and a 67.7% stake (65.4% 

fully diluted) in EON LABS,  INC.  (NASDAQ:  ELAB),  a fast-growing  US generics
company that has a strategic  partnership with Hexal AG, for a total of EUR 5.65
billion  in  cash.  In  addition,  pursuant  to a merger  agreement  unanimously
approved by the Eon Board of Directors and the Special  Committee of independent
directors of the Eon Board,  Novartis  will launch a tender offer to acquire the
remaining  31.9 million fully diluted  shares  (34.6%) in Eon Labs for USD 31.00
per share.

     The  acquisitions  bring  together  three premier  generics  companies that
combine Sandoz's global  geographic  presence and expertise in  anti-infectives,
Hexal's  leadership  in Germany and strong  track record of  successful  product
development,  and Eon Labs'  strong  position in the US for  "difficult-to-make"
generics. 2/5

     Sandoz, after the closing of these transactions,  will be the global leader
in generics with  combined pro forma 2004 sales of USD 5.1 billion,  a portfolio
of over 600 active  ingredients  in more than 5,000  dosage  forms and more than
20,000 employees.

     Annual cost synergies totaling USD 200 million are anticipated within three
years after closing,  with 50% in the first 18 months.  Synergies will be driven
mainly by savings in production,  especially in sourcing, lower processing costs
and reduced Cost of Goods Sold (COGS) through vertical integration;  Marketing &
Sales  through   consolidation  of  back-office   operations  and  distribution;
Development  through the streamlining of the project portfolio and less need for
in-licensed  products;  and  General  &  Administrative   expenses  due  to  the
consolidation of  administration  and management  structures.  The strong growth
outlook for Sandoz,  which will create jobs, is expected to partially compensate
for necessary reductions in the workforce.

     "Generic drugs are crucial to meeting the health-care  needs of patients in
industrialized and developing  countries as cost pressures continue to mount due
to the ever-increasing demand of an aging population. As such, generic medicines
are a critical complement to innovative medicines, freeing up resources and also
providing an indirect  stimulus to continued  innovation.  The  acquisitions  of
Hexal AG and Eon Labs will significantly  strengthen our geographic presence and
product portfolio, our development and registration  capabilities,  and increase
our scale to rapidly bring a broad array of generic products to patients.  These
acquisitions expand our medicine-based  business portfolio,  providing synergies
with  our  branded   medicines   in  dealing  with  large   purchasers   and  in
manufacturing.  They  underscore our commitment to being the industry  leader in
offering   innovative   prescription   medicines,   high-quality   generics  and
self-medication  products,"  said  Dr.  Daniel  Vasella,  Chairman  and  CEO  of

     Dr. Andreas Rummelt, CEO of Sandoz,  commented,  "The combination of Sandoz
with Hexal and Eon Labs offers an  outstanding  opportunity to capitalize on the
unique strengths of each company.  Together, we will create a highly competitive
leader with a  comprehensive  global  presence and the  expertise  necessary for
success in the rapidly changing generics market."


     The enlarged company will provide  considerable scale and breadth.  The new
company  will be No.  1 or No. 2 in major  markets,  particularly  in the US and
Germany,  and will have a strong  foothold in Asia  (India,  China and Japan) as
well as Latin America.

     Hexal  is  one of  the  fastest-growing  European  generics  companies  and
provides a leading position in Germany,  the  second-largest  generics market in
the world.  The acquisition  will propel Sandoz into a leading  position in most
other  European  markets.  In the past  three  years,  Hexal  has  launched  121
products,  including highly successful versions of the cholesterol-lowering drug
simvastatin  (Zocor(R)),  and is preparing to launch the pain treatment fentanyl
(Duragesic(R))   based  on  its  proprietary   transdermal  patch  drug-delivery

     In the US, the world's  largest  generics  market,  Novartis  is  acquiring
control  of  Eon  Labs,  one  of  the  fastest-growing   generic  pharmaceutical
companies.   Over  the  past  three  years  alone,  Eon  Labs  has  produced  15
first-to-market  launches and has  positioned  itself as the market share leader
for nearly half of the products in its portfolio, which includes 67 molecules in
147 dosage  strengths.  Eon Labs  currently has 27 ANDAs  (Abbreviated  New Drug
Applications)  pending before the US Food and Drug Administration (FDA) covering
approximately USD 14.3 billion in annual branded prescription drug sales.

     The combined pipeline covers nearly all of the major molecules predicted to
lose patent protection during the next few years,  representing an estimated USD
69 billion in US product sales  between 2005 and 2009. In addition,  Sandoz will
have strong development and regulatory capabilities with high productivity and a
goal of delivering more than 100 registration  files annually.  The larger scale
will further increase penetration of the physician and pharmacist markets, which
is  particularly  important  as the new company  plans 70 launches in the US and
Germany alone in 2005.

     Through this  acquisition,  Sandoz will also  significantly  strengthen its
technology  base,  particularly  in  the  application  of  transdermal  patches,
inhalation  products,  sustained-release  implants  and  multi-particulate  drug
delivery  dosage  forms.  Sandoz  will also  expand its strong  capabilities  in
biopharmaceuticals.  In addition, Sandoz will reinforce its vertical integration
in active pharmaceutical  ingredient  manufacturing,  which is often critical to
gaining  first-to-market status and offering high-quality generics products at a
competitive price.

     "This  agreement  with  Novartis  has been  reached to secure the future of
Hexal and its  employees.  We have  reviewed all options in the interests of the
employees and the family - an initial public offering (IPO),  merger or sale. We
decided  that this option not only allows for what we have  created to continue,
but more  importantly to keep developing with the  capabilities and resources of
an industry-leading  company.  This merger provides the best possible fit in the
industry in terms of product,  geography,  technology  and employee  skills that
will form the basis for the most  competitive  generics  company.  The  combined
company will be well-positioned for dynamic growth," said Dr. Thomas Strungmann,
a co-founder  and co-CEO of Hexal AG along with his twin  brother,  Dr.  Andreas


     Novartis will  undertake a series of  transactions  to acquire Hexal AG and
control of Eon Labs, which will be funded by Group cash reserves:

          o   Two separate definitive agreements to pay a total of EUR 5.65
              billion in cash to acquire 100% of privately-held Hexal AG, which
              was founded in 1986 by the 

              Strungmanns and is wholly owned by the
              brothers and their families, and to acquire 60 million shares of
              Eon Labs (67.7% of Eon Labs's share capital and 65.4% on a
              fully-diluted basis) from Santo Holding (Deutschland) AG, which is
              also owned by the Strungmanns and their families.

         o    A definitive  agreement by which  Novartis  will offer to acquire
              the remaining  approximately  31.9 million  fully diluted  shares
              (treasury  method)  of Eon Labs for USD  31.00 per share in cash.
              The  agreement,  which has been  unanimously  approved by the Eon
              Labs Board of Directors and by a Special Committee  consisting of
              directors not affiliated with the  Strungmanns,  provides that an
              affiliate  of  Novartis  will  commence a tender  offer and will,
              subject  to  legal  requirements,  purchase  any and  all  shares 
              tendered,  if the  acquisition  of the  Santo  Holdings  stake is
              consummated.  The offer price  represents  a 25% premium over the
              unaffected  price  of  approximately   USD  24.75  (before  media
              speculation  about a possible takeover of Hexal and Eon Labs) and
              a premium  of 9% over the  price  paid to Santo  Holding  for its
              majority stake in Eon Labs. The agreement also provides that if a
              majority of the public shares are tendered,  Novartis will effect
              a merger to acquire all remaining shares at the offer price.

     The transactions,  which are subject to regulatory approvals in a number of
countries  (including  the US and  Europe),  are expected to close in the second
half of 2005.


     Following the closing, the new Sandoz management team, under the leadership
of Dr.  Andreas  Rummelt as CEO,  will  include  top  management  from all three
companies.  In the new company,  Dr. Andreas  Strungmann will be responsible for
the  regional  operations  in  Europe,  Africa and also for  Asia-Pacific  on an
ad-interim basis. Dr. Thomas Strungmann will continue in the position of head of
regional operations in Germany, the Americas and Middle East. Both will join the
Sandoz  Executive  Committee.  Other  members of the  Executive  Committee  will
include Kevin Plummer as Chief Financial  Officer,  Dr. Gerhard Schaefer as head
of Product Development and Markus Delfosse as head of Technical Operations.  The
Anti-Infectives   business   unit  will  be  headed  by  Ernst   Meijnders   and
Biopharmaceuticals by Dr. Patrick Vink. Dr. Bernhard Hampl, currently CEO of Eon
Labs,  has been  designated  as new head of the US operations of Sandoz and will
report to Thomas Strungmann.


     Novartis AG (NYSE: NVS) is a world leader in  pharmaceuticals  and consumer
health. In 2004, the Group's businesses achieved sales of USD 28.2 billion and a
net income of USD 5.8 billion. The Group invested  approximately USD 4.2 billion
in R&D.  Headquartered  in Basel,  Switzerland,  Novartis Group companies employ
about 81,400 people and operate in over 140 countries around the world.  Further
information is available at www.novartis.com.
     Sandoz, a Novartis  Company,  is a world leader in generic  pharmaceuticals
and develops, manufactures and markets these medicines as well as pharmaceutical
and biotechnological active ingredients. Decades of experience and know-how make
Sandoz  a  

renowned  partner  in  pharmaceuticals,  biogenerics  and  industrial
products.  Altogether, Sandoz employs around 13,000 people in over 110 countries
and posted sales of USD 3.0 billion in 2004.


     Headquartered in Holzkirchen,  Germany, Hexal is a privately-held  generics
manufacturer  holding the No. 2 position  in  generics  in  Germany,  the second
largest  generics  market,  and a  significant  presence  in other key  markets.
Sustaining recent annual percentage sales growth rates in the high teens,  Hexal
achieved  sales  of  USD  1.65  billion  in  2004.  Altogether,   Hexal  employs
approximately 7,000 people in over 40 countries.


     Eon Labs, one of the largest  suppliers of generic  pharmaceuticals  in the
US, is committed to providing high quality, affordable products. Eon Labs, which
has  a  strategic   partnership  with  Hexal  AG,  produces  a  broad  range  of
pharmaceuticals in a wide variety of therapeutic  categories.  Eon Labs reported
record 2004 sales of USD 431 million,  an increase of 31% from 2003, and employs
approximately 500 people.  Drs. Andreas and Thomas Strungmann and their families
hold a 67.7% stake in Eon Labs through a holding company.


     Novartis will conduct a conference call with financial  analysts to discuss
this news release on February 21, 2005, at 9:00 a.m.  Central  European  Time. A
simultaneous  webcast  of the call for  interested  investors  and others may be
accessed by visiting the Novartis website at www.novartis.com.


     This document contains  "forward-looking  statements" within the meaning of
the US Private Securities Litigation Reform Act. Forward-looking  statements are
statements  that are not  historical  facts and are generally  identified by the
words "expects",  "anticipates",  "believes",  "intends", "estimates" "will", or
similar expressions,  or by express or implied discussions regarding strategies,
plans and expectations (including synergies).  These statements include, but are
not  limited  to,  financial  projections  and  estimates  and their  underlying
assumptions,  statements  regarding  the benefits of the  business  transactions
described  herein,  including  future  financial  and  operating  results.  Such
statements reflect the current plans,  expectations,  objectives,  intentions or
views of  management  with  respect to future  events,  are based on the current
beliefs and  expectations  of management and are subject to  significant  risks,
uncertainties and assumptions.  Management's  expectations could be affected by,
among other things, competition in general, the general economic environment and
other risks such as, but not limited to, those referred to in Novartis AG's Form
20-F on file with the U.S.  Securities  and Exchange  Commission.  Should one or
more  of  these  risks  or  uncertainties  materialize,   or  should  underlying
assumptions prove incorrect, actual results may differ materially from those set
forth or implied by the forward-looking statements.

     The following factors,  among others,  could cause actual results to differ
materially from those set forth in the forward-looking  statements:  the ability
to obtain  governmental  approvals for the transaction on the proposed terms and
schedule; the risk that the businesses will not be integrated successfully;  the
risk that the cost savings and any other  synergies from the transaction may not
be fully realized or may take longer to realize than expected;  disruption  from
the  transaction  making  it  more  difficult  to  maintain  relationships  with
customers,  employees or suppliers; social and political conditions such as war,
political unrest and terrorism or natural disasters; general economic conditions
and normal  business  uncertainty  and  competition  and its effect on  pricing,
spending,   third-party   relationships  and  revenues.   These  forward-looking
statements  speak only as of the date of this press  release and no  undertaking
has been made to update or revise them if there are changes in  expectations  or
if any events,  conditions or  circumstances  on which any such forward  looking
statement is based.

     Securityholders  of Eon  are  urged  to read  the  tender  offer  statement
relating to the tender offer when such document  becomes  available.  The tender
offer statement will contain important information. Securityholders will be able
to obtain a free copy of the tender offer  statement  and other filed  documents
when they become available at the SEC's internet site (http://www.sec.gov).

                                      # # #

Novartis Global Media Relations
+41 61 324 3018 (direct)
+41 61 324 2200 (main)

Sandoz Communications
+43 1 260 68 9611 (direct)
+43 1 260 680 (main)