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                       SECURITIES AND EXCHANGE COMMISSION
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                             Washington, D.C. 20549
                                   -----------
                                   SCHEDULE TO
                                 AMENDMENT NO. 8

            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. 8  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, Amendment No. 6 on July 5, 2005, and Amendment
No. 7 on July 8, 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 19, 2005, the U.S. Federal Trade Commission accepted a
Consent Decree for public comment and granted early termination of the
applicable Hart-Scott-Rodino waiting period, thereby permitting the completion
of Novartis' acquisition of the Company. Therefore, Novartis has received all
regulatory approvals necessary to complete the Offer and the purchase of the
Santo Shares. Accordingly, as previously disclosed, the Offer will expire at
5:30 pm New York City time on Wednesday, July 20, 2005.

            The full text of the press release announcing the receipt of all
required regulatory approvals is attached as Exhibit (a)(5)(H) 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)(H)   Text of Press Release issued by Novartis dated July 19, 2005.




                                    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 19, 2005
             

                                     NOVARTIS AG


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


                              By:   /s/ Peter Rupprecht
                                    --------------------------------------------
                                    Name: Peter Rupprecht
                                    Title: Authorized Signatory


                              NOVARTIS CORPORATION


                              By:   /s/ Martin Henrich     
                                    --------------------------------------------
                                    Name: Martin Henrich 
                                    Title: Executive 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)(5)(H)       Text of Press Release issued by Novartis dated July 19, 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.