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                       SECURITIES AND EXCHANGE COMMISSION
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                             Washington, D.C. 20549
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                                   SCHEDULE TO
                                 AMENDMENT NO. 7

            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)

                                    29412E100
                      (CUSIP Number of Class of Securities)

                                  George Miller
                        Head of Legal and General Affairs
                                   Novartis AG
                                 35 Lichtstrasse
                           CH-4002 Basel, Switzerland
                                 41-61-324-1111
            (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
    ------------------------------------------------------------------------
                $977,098,158*                         $115,005*
    ------------------------------------------------------------------------
    ------------------------------------------------------------------------

*    Estimated  for purposes of  calculating  the amount of the filing fee only.
     The  calculation  of the  filing  fee is  described  on the  cover  page to
     Amendment No. 1 to the Schedule TO filed on May 27, 2005.
[X]  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:  $115,005         Filing Party:  Novartis Corp.
       Form or Registration No.:  Schedule TO    Date Filed:  May 23, 2005
[ ]  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: [ ]
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     This Amendment No. 7 amends and  supplements  the Tender Offer Statement on
Schedule  TO,  as  amended,  (the  "SCHEDULE  TO"),  originally  filed  with the
Securities  and  Exchange  Commission  on  May  23,  2005  and  as  amended  and
supplemented  by  Amendment  No. 1 on May 27, 2005,  Amendment  No. 2 on June 2,
2005,  Amendment  No. 3 on June 7,  2005,  Amendment  No.  4 on June  15,  2005,
Amendment  No. 5 on June 21,  2005,  and  Amendment  No. 6 on July 5,  2005,  by
Novartis AG, a Swiss Corporation,  Novartis  Corporation  ("NOVARTIS US"), a New
York  corporation  and an indirect  wholly owned  subsidiary of Novartis AG, and
Zodnas  Acquisition  Corp.  ("ZODNAS"),  a Delaware  corporation and an indirect
wholly owned  subsidiary of Novartis US. The Schedule TO relates to the offer by
Zodnas to purchase any and all of the  outstanding  shares of common stock,  par
value $0.01 per share (the "SHARES"),  of Eon Labs, Inc., a Delaware corporation
("EON"),  for $31.00 per  Share,  net to the seller in cash,  upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated May 23, 2005
(the "OFFER TO PURCHASE"),  and in the related Letter of Transmittal.  Copies of
the Offer to Purchase and the related Letter of  Transmittal  are filed with the
Schedule TO as exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms
used and not defined  herein shall have the meanings  assigned such terms in the
Offer to Purchase and Schedule TO.

ITEMS 1 THROUGH 9 AND 11.

     Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference
the  information  contained  in the Offer to  Purchase,  are hereby  amended and
supplemented as follows:

     On July 8, 2005, the Offer was extended through 5:30 pm New York City time,
on July 20, 2005. Accordingly, the term "Expiration Date" means 5:30 pm New York
City time on July 20, 2005,  unless we further  extend the period of time during
which the Offer will be open, in which case the term "Expiration Date" will mean
the date at which the Offer, as so extended, will expire.

SETTLEMENT  MEMORANDUM.  On  July  8,  2005,  the  defendants  in  the  Delaware
litigation relating to the Offer and the Merger in the pending suit styled IN RE
EON LABS, INC.  SHAREHOLDERS  LITIGATION (including Eon Labs, the members of its
Board of Directors and  Novartis),  entered into a memorandum  of  understanding
(the "Settlement Memorandum") with the plaintiffs in the litigation, pursuant to
which the parties  agreed to a  settlement  of the  litigation.  Pursuant to the
Settlement  Memorandum,  EON Labs has made certain additional disclosures in its
Recommendation  Statement on Schedule  14D-9 and  Novartis  agreed to extend the
tender offer until at least July 15, 2005. In addition,  among other things, the
Settlement  Memorandum  amends the relevant  provisions of Merger  Agreement and
Confidentiality  Agreement to provide that if, upon  consummation  of the Offer,
less than a majority of the Public  Shares are  tendered in the Offer,  prior to
August 11, 2006,  Novartis  will not be able to cause a merger  transaction  (or
other  business  combination)  to be effected  that would cancel  Public  Shares
unless (i) a majority of the outstanding  Public Shares outstanding at that time
votes in favor of such a  transaction  and the  Company  shall have  received an
opinion of an independent,  nationally  recognized  investment banking firm that
the  consideration  offered in such  transaction  is fair to the  holders of the
Public  Shares  from a  financial  point  of  view,  or  (ii)  Novartis  and its
subsidiaries,  at that time, own at least 90% of the outstanding  Company Common
Stock; PROVIDED, that the consideration to be





received by the holders of Public  Shares in any such  transaction  described in
(i) or (ii) above must be at least equal to the Offer Price.

Pursuant to the  Settlement  Memorandum,  Novartis and Merger Sub also agreed to
use commercially  reasonable efforts,  following the date on which Merger Sub is
obligated  to accept for  payment  any and all Public  Shares  tendered  and not
validly  withdrawn  pursuant to the Offer and until the earlier of (i) effective
time of the Merger and (ii) August 11,  2006,  to keep the Eon Labs Common Stock
quoted for trading on the NASDAQ National Market,  so long as Eon Labs satisfies
the NASDAQ  National  Market listing  standards  (other than standards  entirely
within its control). Novartis and Merger Sub remain free to make acquisitions of
Public Shares that are voluntary to the holders of Public  Shares,  but Novartis
and Merger Sub will take into account the  potential  for such  acquisitions  to
result  in Eon  Labs'  inability  to  satisfy  NASDAQ  National  Market  listing
standards.

The settlement outlined in the Settlement  Memorandum is subject to, among other
things (i) execution of  definitive  settlement  documentation  (ii) final court
approval of the settlement  (iii) dismissal of the litigation with prejudice and
without  awarding costs to any party (except as  contemplated  by the Settlement
Memorandum),  and (iv) Novartis's  acceptance of the tendered shares for payment
under the Offer. In the event that the settlement is consummated,  plaintiffs in
the Delaware  litigation will release on behalf of themselves and a class of Eon
shareholders  all  claims  that they have or could  have  asserted  against  the
defendants and certain related  parties arising out of, among other things,  the
Merger Agreement, the Santo Agreement or the Hexal Agreement.

The full text of the press  release  announcing  the  extension  of the Offer as
described  above is attached  as Exhibit  (a)(5)(G)  hereto and is  incorporated
herein by reference.

The  Settlement  Memorandum  is  attached  as  Exhibit  (a)(6)(J)  hereto and is
incorporated herein by reference.


ITEM 12. EXHIBITS

     Item  12 of the  Schedule  TO is  hereby  amended  by  adding  thereto  the
     following:

     (a)(5)(G) Text of Press Release issued by Novartis dated July 8, 2005.

     (a)(6)(J) Memorandum  of  Understanding  dated as of  July 8, 2005,  by and
     among the  parties to the  actions  filed in the Court of  Chancery  of the
     State of  Delaware,  County  of  Newcastle,  titled  IN RE EON  LABS,  INC.
     SHAREHOLDERS LITIGATION.





                                    SIGNATURE

     After due 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.

Dated:  July 8, 2005

                              NOVARTIS AG


                              By:   /s/ George Miller
                                    --------------------------------------------
                                    Name: George Miller
                                    Title: Authorized Signatory


                              By:   /s/ Jorg Walther
                                    --------------------------------------------
                                    Name: Jorg Walther
                                    Title: Authorized Signatory


                              NOVARTIS CORPORATION


                              By:   /s/ Jeff Benjamin           
                                    --------------------------------------------
                                    Name: Jeff Benjamin 
                                    Title: Vice President


                              ZODNAS ACQUISITION CORP.


                              By:   /s/ Wayne P. Merkelson
                                    --------------------------------------------
                                    Name: Wayne P. Merkelson
                                    Title: Vice President






                                  EXHIBIT INDEX



*(a)(1)(A)      Offer to Purchase, dated May 23, 2005.

*(a)(1)(B)      Form of Letter of Transmittal.

*(a)(1)(C)      Form of Notice of Guaranteed Delivery.

*(a)(1)(D)      Form of Letter to Brokers, Dealers, Commercial Banks, Trust 
                Companies and Other Nominees.

*(a)(1)(E)      Form of Letter to Clients for use by Brokers, Dealers, 
                Commercial Banks, Trust Companies and Other Nominees.

*(a)(1)(F)      Guidelines for Certification of Taxpayer Identification Number 
                (TIN) on Substitute Form W-9.

(a)(2)          Not applicable.

(a)(3)          Not applicable.

(a)(4)          Not applicable.

*(a)(5)(A)      Text of Press Release issued by Novartis dated February 21, 
                2005, incorporated in this Schedule TO by reference to the 
                Schedule TO filed by Novartis AG, Novartis US and Zodnas on 
                February 22, 2005.

*(a)(5)(B)      Form of Summary Advertisement published in The Wall Street 
                Journal on May 23, 2005.

*(a)(5)(C)      Text of Press Release issued by Novartis dated May 27, 2005.

*(a)(5)(D)      Text of Press Release issued by Novartis dated June 7, 2005.

*(a)(5)(E)      Text of Press Release issued by Novartis dated June 21, 2005.

*(a)(5)(F)      Text of Press Release issued by Novartis dated July 5, 2005.

(a)(5)(G)       Text of Press Release issued by Novartis dated July 8, 2005.

*(a)(6)(A)      Complaint titled Ellen Wiehl v. Eon Labs, Inc. et al., filed on
                February 22, 2005, in the Chancery Court of the State of 
                Delaware, County of New Castle.

*(a)(6)(B)      Complaint titled Paulena Partners LLC v. Eon Labs, Inc. et al., 
                filed on February 22, 2005, in the Chancery Court of the State 
                of Delaware, County of New Castle.





*(a)(6)(C)      Complaint titled Robert Kemp, IRRA v. Eon Labs, Inc. et al., 
                filed on February 22, 2005, in the Chancery Court of the State 
                of Delaware, County of New Castle.

*(a)(6)(D)      Complaint titled Peter J. Calcagno v. Eon Labs, Inc. et al., 
                filed on February 23, 2005, in the Chancery Court of the State 
                of Delaware, County of New Castle.

*(a)(6)(E)      Complaint titled Christopher Pizzo v. Novartis AG et al., filed 
                on February 23, 2005, in the Supreme Court of the State of New 
                York, County of New York.

*(a)(6)(F)      Complaint titled Erste Sparinvest Kapitalanlagegesellschaft MBH 
                v. Eon Labs, Inc. et al., filed on March 1, 2005, in the 
                Chancery Court of the State of Delaware, County of New Castle.

*(a)(6)(G)      Complaint titled Merl Huntsinger v. Eon Labs, Inc. et al., filed
                on March 1, 2005, in the Chancery Court of the State of 
                Delaware, County of New Castle.

*(a)(6)(H)      Complaint titled Jason Hung v. Eon Labs, Inc. et al., filed on 
                March 3, 2005, in the Chancery Court of the State of Delaware, 
                County of New Castle.

*(a)(6)(I)      Consolidated Amended Complaint titled In re Eon Labs, Inc.
                Shareholders Litigation, filed on May 27, 2005, in the Chancery 
                Court of the State of Delaware, County of New Castle.

(a)(6)(J)       Memorandum of Understanding dated as of July 8, 2005, by and 
                among the parties to the actions filed in the Court of Chancery 
                of the State of Delaware, County of Newcastle, titled IN RE EON 
                LABS, INC. SHAREHOLDERS LITIGATION.

(b)             None.

*(d)(1)         Agreement and Plan of Merger, dated as of February 20, 2005, by 
                and among Novartis US, Zodnas, Eon and, for purposes of Section 
                12 thereof only, Novartis AG, incorporated in this Schedule TO 
                by reference to Exhibit 2.2 to the Schedule 13D filed by       
                Novartis US, Novartis AG and Zodnas on March 2, 2005.

*(d)(2)         Agreement for Purchase and Sale of Stock, dated as of February 
                20, 2005, by and between Novartis US, Santo and, for purposes of
                Section 10.12 thereof only, Novartis AG, incorporated in this 
                Schedule TO by reference to Exhibit 2.1 to the Schedule 13D 
                filed by Novartis US, Novartis AG and Zodnas on March 2, 2005.

*(d)(3)         Confidentiality Agreement, by and between Novartis US and Eon, 
                dated as of February 11, 2005, incorporated in this Schedule TO 
                by reference to Exhibit 2.3 to the Schedule 13D filed by 
                Novartis US, Novartis AG and Zodnas on March 2, 2005.

(g)             None.

(h)             Not applicable.





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* Previously filed.