Obligation Sanofy SA 3.375% ( US801060AC87 ) en USD

Sanofy SA

100 % ▼

France

US801060AC87 ( en USD )

3.375% par an ( paiement semestriel )

18/06/2023 - Obligation échue

Prospectus brochure de l'obligation Sanofi S.A US801060AC87 en USD 3.375%, échue

2 000 USD

1 000 000 000 USD

801060AC8

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 US801060AC87, paye un coupon de 3.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/06/2023

L'Obligation émise par Sanofy SA ( France ) , en USD, avec le code ISIN US801060AC87, 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 US801060AC87, a été notée AA ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Aggregate
Registration
Title of Each Class of Securities Offered

Offering Price

Fee(1)(2)
3.375% Notes due 2023

$1,000,000,000

$124,500
3.625% Notes due 2028

$1,000,000,000

$124,500

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
A filing fee of $249,000 is due for this offering.
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-210203

PROSPECTUS SUPPLEMENT
(To Prospectus dated March 15, 2016)

$1,000,000,000 3.375% Notes due 2023
$1,000,000,000 3.625% Notes due 2028

The notes offered by this prospectus supplement are (i) the $1,000,000,000 3.375% notes due 2023 (the "2023 notes") and (ii) the $1,000,000,000 3.625% notes due 2028 (the
"2028 notes" and together with the "2023 notes", the "notes"). We will pay interest on the notes on June 19 and December 19 of each year, beginning on December 19, 2018.
Interest on the notes will accrue from June 19, 2018. The 2023 notes and the 2028 notes will mature at par on June 19, 2023 and June 19, 2028, respectively.
At our option, we may redeem the 2023 notes (i) at any time prior to May 19, 2023 (one month prior to the maturity date of the 2023 notes), in whole at any time or in part
from time to time, at a redemption price equal to their principal amount plus a "make-whole" premium and (ii) at any time on or after May 19, 2023 (one month prior to the
maturity date of the 2023 notes), in whole at any time or in part from time to time, at a redemption price equal to 100% of their principal amount. At our option, we may redeem
the 2028 notes (i) at any time prior to March 19, 2028 (three months prior to the maturity date of the 2028 notes), in whole at any time or in part from time to time, at a redemption
price equal to their principal amount plus a "make-whole" premium and (ii) at any time on or after March 19, 2028 (three months prior to the maturity date of the 2028 notes), in
whole at any time or in part from time to time, at a redemption price equal to 100% of their principal amount. 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. 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-12 of this prospectus supplement and page 7 of the attached prospectus.

Per 2023
2023 Notes
Per 2028
2028 Notes

Note

Total

Note

Total

Price to Public(1)

99.827%
$998,270,000
99.270%
$992,700,000
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Underwriting Discount

0.300%
$
3,000,000
0.400%
$
4,000,000
Proceeds, Before Expenses, to Sanofi(1)

99.527%
$995,270,000
98.870%
$988,700,000

??
(1) ??Plus accrued interest from June 19, 2018 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 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 June 19, 2018.

Global Coordinators and Joint Book-Running Managers

Barclays

Morgan Stanley

Joint Book-Running Managers

Citigroup
Deutsche Bank Securities
MUFG

The date of this prospectus supplement is June 12, 2018.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-1
MIFID II PRODUCT GOVERNANCE
S-2
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
S-3
NOTICE TO CANADIAN RESIDENTS
S-3
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
S-5
SUMMARY
S-7
THE OFFERING
S-8
RISK FACTORS
S-12
CAPITALIZATION AND INDEBTEDNESS
S-15
USE OF PROCEEDS
S-16
DESCRIPTION OF THE NOTES
S-17
TAXATION
S-23
UNDERWRITING
S-29
VALIDITY OF THE NOTES
S-35
EXPERTS
S-35
EXCHANGE RATE INFORMATION
S-36
Prospectus

Page
ABOUT THIS PROSPECTUS

1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

1
WHERE YOU CAN FIND MORE INFORMATION

2
INCORPORATION BY REFERENCE

3
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

4
PROSPECTUS SUMMARY

5
RISK FACTORS

7
USE OF PROCEEDS

11
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER

12
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LEGAL OWNERSHIP

24
CLEARANCE AND SETTLEMENT

26
TAXATION OF DEBT SECURITIES

30
PLAN OF DISTRIBUTION

40
VALIDITY OF SECURITIES

42
EXPERTS

42
As used herein, the terms "Sanofi," the "Company," the "Group," "we," "our," or "us," unless the context otherwise requires, refer to
Sanofi and its consolidated subsidiaries.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the attached prospectus, including the documents incorporated herein by reference, contain forward looking
statements (within the meaning of Section 27A of the U.S. Securities Act of 1933 (the "Securities Act") or Section 21E of the U.S. Securities Exchange
Act of 1934 (the "Exchange Act")) about us, including without limitation, certain statements made in "Item 5. Operating and financial review and
prospects", as well as in "Item 4.B. Business overview" of our 2017 Annual Report on Form 20-F, as defined herein.
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 profit forecasts, trends, plans, objectives or goals, including those relating to products, clinical trials, regulatory approvals

and competition; and

·
statements about our future events and 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 Sanofi as at the date of this prospectus supplement 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. Such risk factors, some of which are discussed under "Item 3. Key Information -- D. Risk Factors" of our 2017 Form 20-F
(as defined herein), include but are not limited to the following:

·
we rely on our patents and other proprietary rights to provide exclusive rights to market certain of our products, and if such patents and other

rights were limited, invalidated or circumvented, our financial results could be materially and adversely affected;

·
product liability claims could adversely affect our business, results of operations and financial condition;

·
our products and manufacturing facilities are subject to significant government regulations and approvals, which are often costly and could

result in adverse consequences to our business if we fail to anticipate the regulations, comply with them and/or maintain the required
approvals;

·
claims and investigations relating to compliance, competition law, marketing practices, pricing, data privacy and other legal matters, could

adversely affect our business, results of operations and financial condition;

·
changes in the laws or regulations that apply to us could affect our business, results of operations and financial condition;

·
our research and development efforts may not succeed in adequately renewing our product portfolio;

·
the pricing and reimbursement of our products is increasingly affected by decisions of governments and other third parties and cost reduction

initiatives;

·
the concentration of the U.S. market exposes us to greater pricing pressure;

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·
we may lose market share to competing therapeutic options, biosimilar or generic products;

·
the manufacture of our products is technically complex, and supply interruptions, product recalls or inventory losses caused by unforeseen

events may reduce sales, adversely affect our operating results and financial condition, delay the launch of new products and negatively impact
our image;

·
we rely on third parties for the discovery, manufacture and marketing of some of our products;

·
a substantial share of the revenue and income of Sanofi continues to depend on the performance of certain flagship products;

·
we are subject to the risk of non-payment by our customers;

·
global economic conditions and an unfavorable financial environment could have negative consequences for our business;

·
counterfeit versions of our products harm our business;

·
breaches of data security, disruptions of information technology systems and cyber threats could result in financial, legal, business or

reputational harm;

·
the expansion of social media platforms and new technologies present risks and challenges for our business and reputation;

·
impairment charges or write-downs in our books and changes in accounting standards could have a significant adverse effect on Sanofi's

results of operations and financial results;

·
our pension liabilities are affected by factors such as the performance of plan assets, interest rates, actuarial data and experience and changes in

laws and regulations;

·
our strategic objectives for long-term growth may not be fully realized;

·
we may fail to successfully identify external business opportunities or realize the anticipated benefits from our strategic investments;

·
the globalization of our business exposes us to increased risks in specific areas;

·
our success depends in part on our senior management team and other key employees and our ability to attract, integrate and retain key

personnel and qualified individuals in the face of intense competition;

·
environmental risks of hazardous materials could adversely affect our results of operations;

·
environmental risks of our industrial activities;

·
risks related to natural disasters prevalent in certain regions in which we do business; and

·
risks related to financial markets.
We caution you that the foregoing list of factors is not exclusive and a number of important factors, discussed under "Item 3. Key Information -- D.
Risk Factors" of our 2017 Form 20-F (as defined herein) could affect the future results and cause actual results to differ materially from those contained in
any forward looking statements. Additional risks, not currently known or considered immaterial by the Group, 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.
MIFID II PRODUCT GOVERNANCE
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the notes has led to the
conclusion that: (i) the target market for the notes is eligible counterparties and

S-2
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professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II); and (ii) all channels for distribution of the notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the notes (a "distributor") should take
into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate
distribution channels.
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PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation
Directive"), where that customer would not qualify as a professional client as defined in point (1) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
NOTICE TO CANADIAN RESIDENTS
No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the
notes described herein. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this document or on the
merits of the notes and any representation to the contrary is an offence.
Canadian investors are advised that this document has been prepared in reliance on section 3A.3 of National Instrument 33-105 Underwriting
Conflicts ("NI 33-105"). Pursuant to section 3A.3 of NI 33-105, this document is exempt from the requirement to provide investors with certain conflicts of
interest disclosure pertaining to "connected issuer" and/or "related issuer" relationships as would otherwise be required pursuant to subsection 2.1(1) of NI
33-105.
Resale Restrictions
The offer and sale of the notes in Canada is being made on a private placement basis only and is exempt from the requirement to prepare and file a
prospectus under applicable Canadian securities laws. Any resale of notes acquired by a Canadian investor in this offering must be made in accordance
with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance
with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements
or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority.
These resale restrictions may under certain circumstances apply to resales of the notes outside of Canada.
Representations of Purchasers
Each Canadian investor who purchases the notes will be deemed to have represented to the issuer and to each dealer from whom a purchase
confirmation is received, as applicable, that the investor (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with
applicable Canadian securities laws; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus

S-3
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Exemptions ("NI 45-106") or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted client" as such
term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Securities legislation in certain of the Canadian jurisdictions provides certain purchasers of securities, with a remedy for damages or rescission, or
both, in addition to any other rights they may have at law, if this prospectus (including any amendment thereto) contains a "misrepresentation" as defined
under applicable Canadian securities laws. These remedies, or notice with respect to these remedies, must be exercised or delivered, as the case may be,
by the purchaser within the time limits prescribed under, and are subject to limitations and defenses under, applicable Canadian securities legislation. The
purchaser should refer to the applicable Canadian securities legislation or consult with a legal advisor.

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INCORPORATION OF INFORMATION WE FILE WITH THE SEC
We have filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form F-3 relating to the notes covered
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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 and the attached
prospectus to a contract or other document of Sanofi, 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 SEC's public reference room in
Washington, D.C., as well as through the SEC's Internet site (http://www.sec.gov).
The SEC 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 SEC 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, 2017 filed with the SEC on March 7, 2018 as amended by Amendment

No. 1 on Form 20-F/A, filed with the SEC on March 16, 2018 (together, the "2017 Form 20-F") (File No. 001-31368);

·
Exhibits 99.1, 99.2, 99.3 and 99.4 of our report on Form 6-K furnished to the SEC on June 12, 2018 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 that

contains recent information about our business and financial performance, our ratio of earnings to fixed charges and a statement of
computation of such ratio; and

·
Any document filed in the future with the SEC 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 SEC 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, 54, rue la Boétie, 75008 Paris, France, Tel. No.: +33-1-53-77-45-45.

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The 2017 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 2017
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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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 leading global healthcare company, focused on patient needs and engaged in the research, development, manufacture and marketing
of therapeutic solutions. In 2017, our net sales amounted to 35,055 million. Sanofi is the parent of a consolidated group of companies. Our business
is organized around three principal activities: Pharmaceuticals, Consumer Healthcare (CHC) and Vaccines via Sanofi Pasteur.
Our registered office is located at 54, rue la Boétie, 75008 Paris, France, and our main telephone number is +33 1 53 77 40 00.

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THE OFFERING
Please refer to "Description of the Notes" on page S-17 of this prospectus supplement and "Description of Debt Securities We May Offer" on
page 12 of the attached prospectus for more information about the notes.

Issuer
Sanofi

Notes Offered
$1,000,000,000 in principal amount of 3.375% notes due 2023 (the "2023 notes")

$1,000,000,000 in principal amount of 3.625% notes due 2028 (the "2028 notes")

In this prospectus supplement, we refer to the 2023 notes and the 2028 notes collectively as

the "notes".

Maturity Date
2023 notes: June 19, 2023

2028 notes: June 19, 2028

Interest Rate
The 2023 notes will bear interest from June 19, 2018 at a fixed rate of 3.375% per annum.
The 2028 notes will bear interest from June 19, 2018 at a fixed rate of 3.625% per annum.

Interest Payment Dates
Interest on the notes will be paid semi-annually in arrears on June 19 and December 19 of
each year, commencing on December 19, 2018.

Regular Record Dates
Close of business on June 4 and December 4, as applicable.

Day Count Convention
Interest on the notes will be calculated on the basis of a 360-day year consisting of twelve
30-day months.

If any payment is due on the notes on a day that is not a business day (as defined in
"Description of the Notes" in this prospectus supplement), we will make the payment on the
day that is the next business day. Payments postponed to the next business day in this

situation will be treated as if they were made on the original due date. Postponements of this
kind will not result in a default, and no interest will accrue on the postponed amount from the
original due date to the next day that is a business day.

Optional Redemption
At any time prior to May 19, 2023 (one month prior to the maturity date of the 2023 notes),
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we may redeem the 2023 notes, in whole at any time or in part from time to time, at our
option, at the redemption price set forth herein (including a "make-whole" premium)
together with accrued and unpaid interest, if any, on the principal amount of the notes to be
redeemed up to, but not including, the redemption date.

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At any time prior to March 19, 2028 (three months prior to the maturity date of the 2028
notes), we may redeem the 2028 notes, in whole at any time or in part from time to time, at

our option, at the redemption price set forth herein (including a "make-whole" premium)
together with accrued and unpaid interest, if any, on the principal amount of the notes to be
redeemed up to, but not including, the redemption date.

At any time on or after May 19, 2023 (one month prior to the maturity date of the 2023
notes), we may redeem the 2023 notes, in whole at any time or in part from time to time, at

our option, at a redemption price equal to 100% of the principal amount of the notes to be
redeemed, together with accrued and unpaid interest, if any, on the principal amount of the
notes to be redeemed up to, but not including, the redemption date.

At any time on or after March 19, 2028 (three months prior to the maturity date of the 2028
notes), we may redeem the 2028 notes, in whole at any time or in part from time to time, at

our option, at a redemption price equal to 100% of the principal amount of the notes to be
redeemed, together with accrued and unpaid interest, if any, on the principal amount of the
notes to be redeemed up to, but not including, the redemption date.

See "Description of the Notes--Redemption--Optional Redemption."

Optional Tax Redemption
Under certain circumstances, the notes may be redeemed, in whole but not in part, at our
option at a redemption price equal to 100% of the principal amount of the notes, together
with interest accrued to (but excluding) the date fixed for redemption, if we would be
required to pay additional amounts with respect to the notes. See "Description of the Notes--
Redemption--Tax Redemption" herein and "Description of Debt Securities We May Offer
--Special Situations--Optional Tax Redemption" in the attached prospectus, and
"Description of the Notes--Payment of Additional Amounts" in this prospectus supplement.

Ranking
The notes will be unsecured and unsubordinated and therefore will rank equally with all of
our other existing and future unsecured and unsubordinated indebtedness.

Payment of Additional Amounts
If French law requires that payments of principal and interest in respect of the notes be
subject to deduction or withholding in respect of any present or future taxes or duties levied
by the Republic of France, we may be required to pay holders additional amounts so that the
amount holders receive will be the amount they would have received had such withholding or
deduction not been required, subject to certain exceptions and limitations set forth under
"Description of the Notes--Payment of Additional Amounts" in this prospectus supplement.
If we merge with an entity in a jurisdiction other than

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France, then the same will apply if withholding taxes are imposed by that other jurisdiction.

Covenants and Events of Default
The terms and conditions of the notes provide for a limited negative pledge and limited
conditions on certain merger and consolidation transactions and our ability to transfer our
respective assets substantially as an entirety as well as for certain events of default.

There are no covenants restricting our (including our subsidiaries') ability to make
payments, incur indebtedness, dispose of assets, issue and sell capital stock, enter into
transactions with affiliates or engage in business other than our present business. For further
information, see "Description of Debt Securities We May Offer--Special Situations--

Mergers and Similar Events" and "Description of Debt Securities We May Offer--Special
Situations--Negative Pledge" in the attached prospectus, "Description of the Notes--
Special Situations--Negative Pledge" in this prospectus supplement and "Description of
Debt Securities We May Offer--Default and Related Matters--Events of Default" in the
attached prospectus.

Book-entry Issuance, Settlement and Clearance
We will issue the notes solely in book-entry form in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof. The notes will be represented by one or more
global securities deposited with DTC and registered in the name of Cede & Co., as nominee
of DTC. You will hold beneficial interests in the notes through DTC, and DTC and its
direct and indirect participants (including Euroclear and Clearstream, Luxembourg) will
record your beneficial interest on their books. We will not issue certificated notes except in
limited circumstances that we explain under "Legal Ownership" in the attached prospectus.
Settlement of the notes will occur through DTC in same-day funds. For information on
DTC's book-entry system, see "Clearance and Settlement" in the attached prospectus.

Additional Notes
We may, at our option, at any time and without giving notice to or seeking the consent of
the then-existing noteholders issue additional notes in one or more transactions subsequent
to the date of this prospectus supplement with terms (other than the issuance date, the date
upon which interest begins to accrue and, in some cases, the first interest payment date)
identical to the notes offered hereby. These additional notes will be deemed to be part of the
same series as the notes offered hereby and will provide the holders of these additional notes
the right to vote together with holders of the notes offered hereby. Such additional notes will
be issued with no more than de minimis original issue discount for U.S. federal income tax
purposes or be part of a qualified reopening for U.S. federal income tax purposes.

Defeasance and Discharge
Subject to certain conditions and exceptions, we may legally release ourselves from any
payment or other obligations on the notes, or be

S-10
Table of Contents
released from certain covenants, by depositing funds or obligations issued by the United
States government in an amount sufficient to provide for the timely payment of principal,

interest and other amounts due under the notes as described under "Description of Debt
Securities We May Offer--Special Situations--Defeasance and Discharge" in the attached
prospectus.

Sinking Fund
None.

Risk Factors
You should carefully consider all of the information in this prospectus supplement and the
attached prospectus, which includes information incorporated by reference. In particular, you
should evaluate the specific factors under "Risk Factors" on page S-11 of this prospectus
supplement for risks related to an investment in the notes, in addition to the risk factors
included in the 2017 Form 20-F.

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424B5
Trustee Registrar and Paying Agent
Deutsche Bank Trust Company Americas.

Listing
We do not intend to list the notes on any securities exchange or automated quotation system.

Governing Law
New York.

Use of Proceeds
The net proceeds of the offering, after deduction of underwriting discounts and commissions
and expenses, amount to approximately $1,983,070,000.

We intend to use the net proceeds for our general corporate purposes (including the

repayment of existing borrowings).

S-11
Table of Contents
RISK FACTORS
We urge you to carefully review the risks described below, together with the risks described in the documents incorporated by reference into this
prospectus supplement and the attached prospectus to the extent supplemented or superseded by the risks described below, including in particular the 2017
Form 20-F before you decide to purchase notes. If any of these risks actually occur, our business, financial condition and results of operations could
suffer, and the trading price and liquidity of the notes could decline, in which case you may lose all or part of your investment.
Risks relating to an investment in the notes
We may incur substantially more debt in the future.
We may incur substantial additional indebtedness in the future, including in connection with future acquisitions, some of which may be secured by
our assets. The terms of the notes and the indenture under which they are issued will not limit the amount of indebtedness we may incur. Any such
incurrence of additional indebtedness could exacerbate the risks that holders of the notes currently face.
At any point in time there may or may not be an active trading market for our notes.
At any point in time there may or may not be an active trading market for our notes. We have not listed and do not intend to list the notes on any
securities exchange or automated quotation system. In addition, underwriters, broker-dealers and agents that participate in the distribution of the notes may
make a market in the notes as permitted by applicable laws and regulations but will have no obligation to do so, and any such market-making activities with
respect to the notes may be discontinued at any time without notice. If any of the notes are traded after their initial issuance, they may trade at a discount
from their initial offering price. Factors that could cause the notes to trade at a discount are, among others:

·
an increase in prevailing interest rates;

·
a decline in our credit worthiness;

·
the time remaining to the maturity;

·
a weakness in the market for similar securities; and

·
declining general economic conditions.
Direct creditors of our subsidiaries will generally have superior claims to cash flows from those subsidiaries.
Sanofi receives cash flows from its subsidiaries which can be used to meet its payment obligations under the notes. Since the creditors of any of these
subsidiaries generally have a right to receive payment that is superior to Sanofi's right to receive payment from the assets of such subsidiary, holders of the
notes will be effectively subordinated to creditors of the subsidiaries insofar as cash flows from those subsidiaries are relevant to meeting payment
obligations under the notes. The terms and conditions of the notes and the indenture under which they are issued do not limit the amount of liabilities that
subsidiaries of Sanofi may incur. As of March 31, 2018, our outstanding financial debt amounted to 27,002 million, of which 26,085 million represented
the financial debt of Sanofi, as parent company, and 917 million represented the financial debt of other Group entities. The latter corresponds to the
financial debt of such other Group entities after applying the relevant consolidation percentage and eliminating intragroup financial debt. In addition,
certain subsidiaries are or may become subject to statutory or contractual restrictions on their ability to pay dividends or otherwise distribute or lend cash to
Sanofi which could also limit the amount of funds available to meet payment obligations under the notes.
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