---

 

 

 

(a)(1)

Form of Deposit Agreement. Form of  Amended and Restated Deposit Agreement dated as of                    , 2007 among Sanofi-Aventis, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement").  Previously filed as Exhibit (a) to Registration Statement No. 333-145177 and incorporated herein by reference.

 

(a)(2)

Form of Amendment to Deposit Agreement. Form of Amendment to Deposit Agreement.  Previously filed as Exhibit (a)(2) to Post-Effective Amendment to Registration Statement No. 333-145177 and incorporated herein by reference

 

(a)(3)

Form of American Depositary Receipt.  Filed herewith as Exhibit (a)(3).

 

(b)

Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.  Not Applicable.

 

(c)

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.  Not Applicable.

 

(d)

Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.  Filed herewith as Exhibit (d).

 

(e)

Certification under Rule 466.  Filed herewith as Exhibit (e).

 

 

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

 

 

 

 

Signatures		Title		Date
/s/ Chris Viehbacher		Chief Executive Officer and Director		October 31, 2013
Chris Viehbacher		(Principal Executive Officer)
/s/ Jérôme Contamine		Executive Vice President, Finance		October 31, 2013
Jérôme Contamine		(Principal Financial Officer)
/s/ Laurent Gilhodes		Vice President, Group Accounting and		October 31, 2013
Laurent Gilhodes		Asset Valuation (Principal Accounting
		Officer)
/s/ Serge Weinberg		Chairman of the Board of Directors		October 31, 2013
Serge Weinberg
/s/ Uwe Bicker		Director		October 31, 2013
Uwe Bicker

 

 

 

/s/ Robert Castaigne		Director		October 31, 2013
Robert Castaigne
/s/ Thierry Desmarest		Director		October 31, 2013
Thierry Desmarest
/s/ Lord Douro		Director		October 31, 2013
Lord Douro
/s/ Jean-René Fourtou		Director		October 31, 2013
Jean-René Fourtou
/s/ Claudie Haigneré		Director		October 31, 2013
Claudie Haigneré
/s/ Igor Landau		Director		October 31, 2013
Igor Landau
/s/ Christian Mulliez		Director		October 31, 2013
Christian Mulliez
/s/ Laurent Attal		Director		October 31, 2013
Laurent Attal
		Director		, 2013
Carole Piwnica
		Director		, 2013
Fabienne Lecorvaisier
/s/ Suet-Fern Lee		Director		October 31, 2013
Suet-Fern Lee
/s/ Klaus Pohle		Director		October 31, 2013
Klaus Pohle

 

 

/s/ Gérard Van Kemmel		Director		October 31, 2013
Gérard Van Kemmel
/s/ Anne Whitaker		Authorized Representative in the		October 31, 2013
Anne Whitaker		United States