Obligation Sanofy SA 4% ( US80105NAG07 ) en USD

Sanofy SA

100 % ▼

France

US80105NAG07 ( en USD )

4% par an ( paiement semestriel )

28/03/2021 - Obligation échue

Prospectus brochure de l'obligation Sanofi S.A US80105NAG07 en USD 4%, échue

2 000 USD

2 000 000 000 USD

80105NAG0

AA ( Haute qualité )

A1 ( Qualité moyenne supérieure )

Sanofi S.A. est une société biopharmaceutique mondiale spécialisée dans la recherche, le développement, la fabrication et la commercialisation de médicaments et de vaccins.

L'Obligation émise par Sanofy SA ( France ) , en USD, avec le code ISIN US80105NAG07, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/03/2021

L'Obligation émise par Sanofy SA ( France ) , en USD, avec le code ISIN US80105NAG07, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Sanofy SA ( France ) , en USD, avec le code ISIN US80105NAG07, a été notée AA ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Calculation of Registration Fee

Title of each class of
Maximum Aggregate
Amount of
securities offered

Offering Price

Registration Fee (1)
$1,000,000,000 Floating Rate Notes due 2012

$ 1,000,000,000
116,100
$1,000,000,000 Floating Rate Notes due 2013

$ 1,000,000,000
116,100
$750,000,000 Floating Rate Notes due 2014

$
750,000,000
87,075
$750,000,000 1.625% Notes due 2014

$
750,000,000
87,075
$1,500,000,000 2.625% Notes due 2016

$ 1,500,000,000
174,150
$2,000,000,000 4.000% Notes due 2021

$ 2,000,000,000
232,200
Total

$ 7,000,000,000
812,700

(1) The filing fee of $812,700 is calculated in accordance with Rule 457(r) under the Securities Act of 1933.
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Table of Contents
PROSPECTUS SUPPLEMENT
Filed pursuant to Rule 424(b)(5)
(To Prospectus dated March 15, 2010)

Registration Statement No. 333-165472

$1,000,000,000 Floating Rate Notes due 2012
$1,000,000,000 Floating Rate Notes due 2013
$750,000,000 Floating Rate Notes due 2014
$750,000,000 1.625% Notes due 2014
$1,500,000,000 2.625% Notes due 2016
$2,000,000,000 4.000% Notes due 2021

The notes offered by this prospectus supplement comprise (i) the $1,000,000,000 floating rate notes due 2012 (the "2012 floating rate notes"), (ii) the
$1,000,000,000 floating rate notes due 2013 (the "2013 floating rate notes"), (iii) the $750,000,000 floating rate notes due 2014 (the "2014 floating rate notes" and,
together with the 2012 floating rate notes and the 2013 floating rate notes, the "floating rate notes"), (iv) the $750,000,000 1.625% notes due 2014 (the "2014 fixed rate
notes"), (v) the $1,500,000,000 2.625% notes due 2016 (the "2016 fixed rate notes") and (vi) the $2,000,000,000 4.000% notes due 2021 (the "2021 fixed rate notes"
and, together with the 2014 fixed rate notes and the 2016 fixed rate notes, the "fixed rate notes"). We refer to the floating rate notes and the fixed rate notes collectively
as the "notes".
We will pay interest on the 2014 fixed rate notes on March 28 and September 28 of each year, beginning on September 28, 2011, and we will pay interest on
the 2016 fixed rate notes and on the 2021 fixed rate notes on March 29 and September 29 of each year, beginning on September 29, 2011. The floating rate notes will
bear interest at an interest rate for each interest period equal to three-month US Dollar LIBOR (as described herein), reset quarterly, plus a margin. The margin
applicable to the 2012 floating rate notes, the 2013 floating rate notes and the 2014 floating rate notes will be 0.05%, 0.20% and 0.31%, respectively. We will pay
interest on the floating rate notes on March 28, June 28, September 28 and December 28 of each year, beginning on June 28, 2011, subject to adjustment as specified
herein. Interest on the notes will accrue from March 29, 2011.
The 2012 floating rate notes, the 2013 floating rate notes and the 2014 floating rate notes will mature at par on March 28, 2012, March 28, 2013 and March 28,
2014, respectively.
The 2014 fixed rate notes, the 2016 fixed rate notes and the 2021 fixed rate notes will mature at par on March 28, 2014, March 29, 2016 and March 29, 2021,
respectively.
At our option, we may redeem the fixed rate notes at any time, in whole or in part, at a redemption price equal to their principal amount plus a "make-whole"
premium. We may also redeem all of the notes at any time at a price equal to 100% of their principal amount in the event of certain tax law changes requiring the
payment of additional amounts as described herein. We will redeem the fixed rate notes and the 2014 floating rate notes in whole at a price equal to 101% of their
aggregate principal amount on (i) October 31, 2011 (if our pending exchange offer in relation to Genzyme Corporation has not been consummated under the related
merger agreement between us and Genzyme Corporation on or before September 30, 2011) or (ii) 30 days after the merger agreement between us and Genzyme
Corporation is terminated (if, prior to the exchange offer being consummated, the merger agreement is terminated at any time). In each case, we will pay accrued and
unpaid interest, if any, and any other amounts payable to, but excluding, the date of redemption. The notes will not be subject to any sinking fund requirements. The
notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000. See "Description of the Notes."
The notes will be our unsecured and unsubordinated obligations, and therefore will rank equally with each other and with all of our existing and future
unsecured and unsubordinated debt obligations.
We do not intend to list the notes on any securities exchange or automated quotation system.
Investing in the notes involves risks. Prior to making a decision about investing in the notes, you should carefully consider the specific factors that are
described in the "Risk Factors" section beginning on page S-13 of this prospectus supplement and page 5 of the attached prospectus.

Proceeds, Before
Underwriting
Expenses, to

Price to Public(1)

Discounts
sanofi-aventis(1)
Per 2012 Floating Rate Note

100.000 %
0.100 %
99.900 %
Per 2013 Floating Rate Note

100.000 %
0.175 %
99.825 %
Per 2014 Floating Rate Note

100.000 %
0.250 %
99.750 %
Per 2014 Fixed Rate Note

99.863 %
0.250 %
99.613 %
Per 2016 Fixed Rate Note

99.489 %
0.350 %
99.139 %
Per 2021 Fixed Rate Note

98.976 %
0.450 %
98.526 %
Total

$ 6,970,827,500
$ 20,750,000
$ 6,950,077,500
(1) Plus accrued interest from March 29, 2011 if settlement occurs after that date.
None of the Securities and Exchange Commission, any state securities commission or any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the attached prospectus. Any representation to the contrary is a criminal offense.
The underwriters will deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company ("DTC") for the accounts
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of its direct and indirect participants (including Euroclear S.A./N.V. ("Euroclear"), as operator of the Euroclear System, and Clearstream Banking S.A.
("Clearstream")) against payment, expected to occur on or about March 29, 2011.

Joint Book-Running Managers
BNP PARIBAS

BofA Merrill Lynch
J.P. Morgan
SOCIETE GENERALE
Credit Agricole CIB
Deutsche Bank Securities
HSBC
RBS
Santander

Co-Managers
Mitsubishi UFJ Securities
Natixis

The date of this prospectus supplement is March 22, 2011.
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Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Cautionary Statement About Forward-Looking Statements

S-1
Incorporation of Information We File With the Securities and Exchange Commission

S-2
Summary

S-4
The Offering

S-7
Risk Factors

S-13
Capitalization and Indebtedness

S-17
Use of Proceeds

S-18
Description of the Notes

S-19
Taxation

S-27
Underwriting

S-32
Validity of Notes

S-36
Experts

S-36
Exchange Rate Information

S-36
Prospectus

Page
About This Prospectus

1
Cautionary Statement About Forward-Looking Statements

1
Where You Can Find More Information

2
Incorporation by Reference

2
Enforceability of Certain Civil Liabilities

3
Prospectus Summary

4
Risk Factors

5
Use of Proceeds

8
Description of Debt Securities We May Offer

9
Legal Ownership

21
Clearance and Settlement

23
Taxation

27
Plan of Distribution

36
Validity of Securities

38
Experts

38

As used herein, the terms "sanofi-aventis," the "Company," the "Group," "we," "our", or "us", unless the
context otherwise requires, refer to sanofi-aventis and its consolidated subsidiaries.

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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated herein by reference, contains forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933 or Section 21E of the U.S. Securities Exchange Act of 1934.
Examples of such forward-looking statements include:

·
projections of operating revenues, net income, business net income, earnings per share, business earnings per

share, capital expenditures, cost savings, restructuring costs, positive or negative synergies, dividends, capital
structure or other financial items or ratios;

·
statements of our plans, objectives or goals, including those relating to products, clinical trials, regulatory

approvals and competition; and

·
statements about our future economic performance or that of France, the United States or any other countries in

which we operate.
This information is based on data, assumptions and estimates considered as reasonable by the Company and undue
reliance should not be placed on such statements.
Words such as "believe," "anticipate," "plan," "expect," "intend," "target," "estimate," "project," "predict," "forecast,"
"guideline," "should" and similar expressions are intended to identify forward-looking statements but are not the exclusive
means of identifying such statements.
Forward-looking statements involve inherent, known and unknown, risks and uncertainties associated with the
regulatory, economic, financial and competitive environment, and other factors that could cause future results and objectives to
differ materially from those expressed or implied in the forward-looking statements. We caution you that a number of
important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such
factors, some of which are discussed under "Risk Factors Risks Relating to the Genzyme Acquisition" below and under
"Item 3. Key Information -- D. Risk Factors" in our 2010 Form 20-F (as defined below), include but are not limited to:

·
approval of generic versions of our products in one or more of their major markets;

·
product liability claims;

·
our ability to renew our product portfolio;

·
the increasingly challenging regulatory environment for the pharmaceutical industry;

·
uncertainties over the pricing and reimbursement of pharmaceutical products;

·
fluctuations in currency exchange rates;

·
slowdown of global economic growth; and

·
reduced flexibility resulting from the acquisition of Genzyme Corporation, or failure to realize the benefits we

hope to achieve.
We caution you that the foregoing list of factors is not exclusive and that other risks and uncertainties may cause actual
results to differ materially from those in forward-looking statements. Additional risks, not currently known or considered
immaterial by the Company, may have the same unfavorable effect and investors may lose all or part of their investment.
Forward-looking statements speak only as of the date they are made. Other than required by law, we do not undertake
any obligation to update them in light of new information or future developments.

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Table of Contents
INCORPORATION OF INFORMATION WE FILE WITH THE SECURITIES AND EXCHANGE COMMISSION
We have filed with the Securities and Exchange Commission a registration statement on Form F-3 relating to the notes
covered by this prospectus supplement and the attached prospectus. This prospectus supplement and the attached prospectus
are part of that registration statement and do not contain all the information in the registration statement. Whenever a reference
is made in this prospectus supplement to a contract or other document of sanofi-aventis, the reference is only a summary. You
should refer to the exhibits that are a part of the registration statement for a copy of the contract or other document. You may
review a copy of the registration statement at the Securities and Exchange Commission's public reference room in
Washington, D.C., as well as through the Securities and Exchange Commission's Internet site (http://www.sec.gov).
The Securities and Exchange Commission allows us to incorporate by reference the information we file with them,
which means that:

·
incorporated documents are considered part of this prospectus supplement and the attached prospectus;

·
we can disclose important information to you by referring to those documents; and

·
information that we file with the Securities and Exchange Commission in the future and incorporate by reference

herein will automatically update and supersede information in this prospectus supplement and the attached
prospectus and information previously incorporated by reference herein and therein.
The information that we incorporate by reference is an important part of this prospectus supplement and the attached
prospectus.
Each document incorporated by reference is current only as of the date of such document, and the incorporation by
reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof
or that the information contained therein is current as of any time subsequent to its date. Any statement contained in such
incorporated documents shall be deemed to be modified or superseded for the purpose of this prospectus supplement and the
attached prospectus to the extent that a subsequent statement contained in another document we incorporate by reference at a
later date modifies or supersedes that statement. Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this prospectus.
We incorporate herein by reference:

·
Our Annual Report on Form 20-F for the year ended December 31, 2010 (the "2010 Form 20-F") (File No. 001-

31368), filed with the Securities and Exchange Commission on March 1, 2011;

·
Our report on Form 6-K filed with the Securities and Exchange Commission on March 22, 2011 that expressly
states that we incorporate it by reference in the registration statement on Form F-3 of which this prospectus

supplement and attached prospectus are a part and containing a table showing our ratio of earnings to fixed
charges and the related statement of computation of such ratio, and recent developments; and

·
Any document filed in the future with the Securities and Exchange Commission under Sections 13(a) and 13(c) or
15(d) of the Exchange Act after the date of this prospectus supplement and the attached prospectus and until this
offering is completed. Any report on Form 6-K that we furnish to the Securities and Exchange Commission on or

after the date of this prospectus supplement (or portions thereof) is incorporated by reference in this prospectus
supplement and the attached prospectus only to the extent that the report expressly states that we incorporate it (or
such portions) by reference in this prospectus supplement and the attached prospectus and that it is not
subsequently superseded.
You may also request a copy of documents incorporated by reference at no cost, by contacting us orally or in writing at
the following address and telephone number: Investor Relations, 174, avenue de France, 75013, Paris, France, Tel. No.: +33-1-
53-77-45-45.

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The 2010 Form 20-F and any other information incorporated by reference is considered to be a part of this prospectus
supplement and the attached prospectus. The information in this prospectus supplement, to the extent applicable, automatically
updates and supersedes the information in the 2010 Form 20-F.
We are responsible for the information contained or incorporated by reference in this prospectus supplement,
the attached prospectus and any related free-writing prospectus we prepare or authorize. We have not, and the
underwriters have not, authorized any other person to provide you with any other information, and we take no
responsibility for any other information that others may give you. We are not, and the underwriters are not, making an
offer to sell these notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the
information appearing in this prospectus supplement, the attached prospectus and the documents incorporated by
reference herein or therein, is accurate as of any date other than the date on the front of these documents. Our
business, financial condition, results of operations and prospects may have changed since that date.

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Table of Contents
SUMMARY
This summary does not contain all of the information that may be important to you. You should read carefully the
entire prospectus supplement, the attached prospectus and the additional documents incorporated by reference herein for
more information about us.
Overview
We are a global pharmaceutical group engaged in the research, development, manufacture and marketing of
healthcare products. In 2010, our net sales amounted to 30,384 million. We are the fifth largest pharmaceutical group in
the world and the third largest pharmaceutical group in Europe (source: IMS sales 2010). Sanofi-aventis is the parent of a
consolidated group of companies.
Our business includes two main activities: Pharmaceuticals and Human Vaccines through sanofi pasteur. The Group
is also present in animal health products through Merial Limited (Merial).
In our Pharmaceuticals activity, which generated net sales of 26,576 million in 2010, our major product categories
are:

·
Diabetes: our products include Lantus®, a long acting analog of human insulin which is the leading brand in

the insulin market; Apidra®, a rapid-acting analog of human insulin; Insuman®, a range of human insulin
solutions and suspensions, and Amaryl®, an oral once-daily sulfonylurea.

·
Oncology: our leading products in the oncology market are Taxotere®, a taxane derivative representing a
cornerstone therapy in several cancer types; Eloxatine®, a platinum agent, which is a key treatment for

colorectal cancer; and Jevtana®, a new taxane derivative launched in the United States in 2010, indicated for
patients with prostate cancer.

·
Other flagship products: our thrombosis medicines include two leading drugs in their categories: Plavix , an
®
anti-platelet agent indicated for a number of atherothrombotic conditions; and Lovenox ,
® a low molecular
weight heparin indicated for the prevention and treatment of deep vein thrombosis and for unstable angina and

myocardial infarction. Our cardiovascular medicines include Multaq®, a new anti-arrhythmic agent launched
in 2009 and indicated for patients with atrial fibrillation; and Aprovel®/ CoAprovel®, a major hypertension
treatment.
The global pharmaceutical portfolio of sanofi-aventis also comprises a wide range of other products in Consumer
Health Care (CHC) and other prescription drugs including generics.
We are a world leader in the vaccines industry. Our net sales amounted to 3,808 million in 2010, with leading
vaccines in five areas: pediatric combination vaccines, influenza vaccines, adult and adolescent booster vaccines,
meningitis vaccines, and travel and endemics vaccines.
Our animal health activity is carried out through Merial, one of the world's leading animal healthcare companies,
dedicated to the research, development, manufacture and delivery of innovative pharmaceuticals and vaccines used by
veterinarians, farmers and pet owners. Its net sales for 2010 (which are not included in the Group's 2010 net sales)
amounted to 1,983 million. The company's top-selling products include Frontline ,
® a topical anti-parasitic flea and tick
brand for dogs and cats; Heartgard ,
® a parasiticide for control of heartworm in companion animals; and Ivomec®, a
parasiticide for the control of internal and external parasites in livestock.
Strategy
Sanofi-aventis is a diversified global healthcare leader with a number of core strengths: a strong and long-
established presence in Emerging Markets1, a portfolio of diabetes drugs including the biggest selling insulin in the world
(Lantus®), a market-leading position in Vaccines and Animal Health, a broad range of Consumer
1 We define "Emerging Markets" as the world excluding the United States, Canada, Western Europe (France, Germany,
UK, Italy, Spain, Greece, Cyprus, Malta, Belgium, Luxemburg, Portugal, the Netherlands, Austria, Switzerland, Ireland,
Finland, Norway, Iceland, Sweden and Denmark), Japan, Australia and New Zealand.

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Health Care products and research that is increasingly focused on biological products, allied with a track record of
adapting cost structures and a solid financial position.
Like most pharmaceutical companies, we are facing competition from generics for several of our major products, in
an environment subject to cost containment pressures from both third party payers and healthcare authorities and to
tougher regulatory hurdles. We have decided to respond to these major challenges by developing our growth platforms.
Throughout 2010, we have implemented a wide-ranging transformation program launched in 2009, designed to
secure sources of sustainable growth. Our strategy focuses on three key themes:

·
Increasing innovation in Research & Development (R&D)

·
Adapting our structures to meet the challenges of the future

·
Exploring external growth opportunities
Genzyme Acquisition
On February 16, 2011, sanofi-aventis announced an agreement to acquire Genzyme Corporation ("Genzyme"), a
global biotechnology company that develops and distributes products and services focused on rare inherited disorders,
kidney disease, orthopedics, cancer and transplant and auto-immune disease (the "Genzyme Acquisition"). Genzyme
reported total revenue of approximately $4.0 billion for the year ended December 31, 2010. Sanofi-aventis, through a
wholly-owned subsidiary, is offering to exchange each outstanding Genzyme share that is validly tendered and not
properly withdrawn prior to the expiration date for (i) $74.00 in cash, less any applicable withholding taxes and without
interest, or approximately $20.1 billion, and (ii) one contingent value right (each, a "CVR"). Any acquisition remains
subject to fulfillment of a number of conditions including acceptance of the transaction by holders of a majority of shares
of Genzyme common stock on a diluted basis.
The terms and conditions of the Genzyme Acquisition are described in more detail in our Registration Statement on
Form F-4 filed with the Securities and Exchange Commision on March 7, 2011, as well as in the Agreement and Plan of
Merger dated as of February 16, 2011 between us, GC Merger Corp., a Massachusetts corporation and our wholly-owned
subsidiary, and Genzyme, and in the Tender Offer Statement on Schedule TO filed by us with the Securities and
Exchange Commission on October 4, 2010, as amended. That Registration Statement is not incorporated by reference in
this prospectus supplement and the attached prospectus and is intended to be used only by Genzyme shareholders in
deciding whether to accept the exchange offer.
Pursuant to the terms of the exchange offer, a holder of a CVR would be entitled to cash payments upon the
achievement of certain milestones, based on production levels of Cerezyme® and Fabrazyme® (two Genzyme products),
U.S. regulatory approval of LemtradaTM (alemtuzumab for treatment of multiple sclerosis), and on achievement of certain
aggregate net sales thresholds for LemtradaTM, pursuant to the terms of a Contingent Value Rights Agreement to be
entered into between sanofi-aventis and a trustee mutually agreed upon between the parties (the "CVR Agreement"), as
follows:

·
Cerezyme/Fabrazyme Production Milestone Payment. $1 per CVR, if both Cerezyme production meets or

exceeds 734,600 400 unit vial equivalents and Fabrazyme production meets or exceeds 79,000 35-milligram
vial equivalents during calendar year 2011 (the "Production Milestone").

·
Approval Milestone Payment. $1 per CVR upon receipt by Genzyme or any of its affiliates, on or before
March 31, 2014, of the approval by the U.S. Food and Drug Administration of Lemtrada for treatment of

multiple sclerosis (the "Approval Milestone"). If achieved, the milestone payment is currently estimated to
become payable during the second half of 2012.

·
Product Sales Milestone #1 Payment. $2 per CVR if Lemtrada net sales post launch exceed an aggregate of

$400 million within specified periods and territories ("Product Sales Milestone #1"). If achieved, the
milestone payment is currently estimated to become payable in 2014.

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·
Product Sales Milestone #2 Payment. $3 per CVR upon the first instance in which global Lemtrada net sales
for a four calendar quarter period are equal to or in excess of $1.8 billion. If Product Sales Milestone #2 is
achieved but the Approval Milestone is not achieved prior to March 31, 2014, the milestone payment amount

will be $4 per CVR (however, in such event the Approval Milestone shall not also be payable) ("Product
Sales Milestone #2"). If achieved, the milestone payment is currently estimated to become payable between
2014 and 2020.

·
Product Sales Milestone #3 Payment. $4 per CVR upon the first instance in which global Lemtrada net sales
for a four calendar quarter period are equal to or in excess of $2.3 billion (except that no quarter in which
global Lemtrada net sales were used to determine the achievement of Product Sales Milestone #1 or #2 shall

be included in the calculation of net sales for determining whether Product Sales Milestone #3 has been
achieved) ("Product Sales Milestone #3"). If achieved, the milestone payment is currently estimated to
become payable between 2015 and 2020.

·
Product Sales Milestone #4 Payment. $3 per CVR upon the first instance in which global Lemtrada net sales
for a four calendar quarter period are equal to or in excess of $2.8 billion (except that no quarter in which
global Lemtrada net sales were used to determine the achievement of Product Sales Milestone #1, #2 or #3

shall be included in the calculation of net sales for determining whether Product Sales Milestone #4 has been
achieved) ("Product Sales Milestone #4," and collectively with "Product Sales Milestone #1," "Product Sales
Milestone #2" and "Product Sales Milestone #3," the "Product Sales Milestones"). If achieved, the milestone
payment is currently estimated to become payable between 2016 and 2020.
No payments will be due under the CVR Agreement for any milestones achieved after the earlier of
(a) December 31, 2020 and (b) the date that Product Sales Milestone #4 is paid.

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