Sanofi Genzyme Cvr Agreement

Evercore Partners and J.P. Morgan acted as lead financial advisors to sanofi-aventis on the transaction, and Weil, Gotshal & Manges LLP acted as legal advisors. Credit Suisse and Goldman Sachs acted as financial advisors to Genzyme. Ropes & Gray LLP acted as legal advisor to Genzyme, while Wachtell, Lipton, Rosen & Katz acted as legal advisor to Genzyme`s independent directors. The terms of the CVR agreement provide for additional cash payments in certain circumstances. The CVR is listed on the stock exchange. The agreement is structured in such a way that the potential for economic upside is shared between sanofi-aventis and Genzyme shareholders at every stage. The CVR ends on December 31, 2020 or earlier, when the fourth milestone in product sales has been reached. “This transaction represents a new beginning for Genzyme,” said Henri A. Termeer, Chairman of the Board, President and Chief Executive Officer of Genzyme Corporation. “Genzyme has a proven track record of innovation and a unique and innovative approach to serving patients. We also share an exciting vision for the future in which Genzyme and sanofi-aventis are growing and innovating by developing breakthrough treatments that change the lives of people with serious diseases.

Sanofi-aventis believes in what we do, in our people and in our potential. We look forward to building a sustainable future together. The Trustee had already entered into an agreement dated November 16, 2016 with certain CVR holders (the “Funding Holders”) under which he received funds to pursue the claim under certain conditions (the “Financing Agreement”). In accordance with the terms of the CVR Agreement and the Financing Agreement, all proceeds of litigation prior to each distribution to all CVR holders will initially be used to reimburse the funded funds to the fund holders, the trustee`s expenses, including attorneys` fees and expenses and the trustee`s fees, and a success fee paid to funding holders and trustee advice; the total of more than (a) half of the attorneys` fees incurred on a conditional basis plus the total financing commitment of the fund holders and (b) an amount between approximately 20% and 27% of the gross proceeds of the dispute, depending on the total amount of the proceeds of the dispute (all such fees, expenses and other payments to be made from the proceeds of the litigation under the financing agreement), “Financing Agreement Payments”). As a result of payments made under the Financing Agreement, 100% of the proceeds of the remaining litigation will be distributed by the Trustee to all CVR holders in accordance with the CVR Agreement. Cautionary Note Regarding Forward-Looking StatementsAll statements in this press release that are not historical facts, including statements regarding the beliefs and expectations of sanofi-aventis and Genzyme and statements regarding the acquisition of Genzyme, are forward-looking statements and should be evaluated as such. These forward-looking statements regarding sanofi-aventis` proposed acquisition of Genzyme include the expected timing of the closing of the transaction, future financial and operating results, benefits and synergies of the transaction, plans, objectives, strategies, objectives, objectives, future events, future revenues or performance of Genzyme and sanofi-aventis and other information that is not historical information. These statements are subject to risks and uncertainties that could cause actual results to differ materially. Sanofi-aventis and Genzyme caution investors not to materially rely on the forward-looking statements contained in this press release.

These statements speak only as of the date of this press release and sanofi-aventis and Genzyme assume no obligation or expressly disclaim any obligation to update or revise them, except as required by law. Paris, France and Cambridge, Mass. – Feb. 16, 2011 /PRNewswire/ — Sanofi-aventis (EURONEXT: SAN and NYSE: SNY) and Genzyme Corporation (NASDAQ: GENZ) today announced that they have entered into a definitive agreement under which sanofi-aventis will acquire Genzyme for $74.00 per share in cash, or approximately $20.1 billion1. In addition to the cash payment, each Genzyme shareholder will receive a conditional value right (CVR) for each share they own, which entitles them to additional cash payments if certain LemtradaTM (alemtuzumab MS) milestones are reached over time or if a 2011 production volume milestone is reached for Cerezyme® and Fabrazyme®. Beyond rare diseases, Genzyme has developed strong renal endocrinology, hematology, oncology and biosurgery businesses that complement Sanofi`s existing Aventis business and include highly differentiated and market-leading products that deliver significant benefits to patients. Sanofi-aventis will work with Genzyme throughout the integration process to develop plans to enhance opportunities for these companies in the future. In line with sanofi-aventis` approach to other transactions, Genzyme will retain its corporate brand.

The transaction, which was unanimously approved by the boards of directors of both companies, is expected to close in early the second quarter of 2011, subject to customary closing conditions. The acquisition is expected to have a positive impact on sanofi-aventis2 earnings per share in the first year after closing and on earnings per share of between €0.75 and €1.003 by 2013. As part of the deal announced late last week, Sanofi announced that it would delist the CVR from Nasdaq, where it could be listed on the stock exchange. Sanofi-aventis` global presence, significant resources and proven track record of successful franchise expansion will create new long-term growth opportunities for the combined company, particularly in emerging markets. Genzyme will become an important new platform in sanofi-aventis` sustainable growth strategy and expand the company`s presence in the biotechnology space. Sanofi-aventis intends to make Genzyme its global center of excellence for rare diseases, and the acquisition will strengthen sanofi-aventis` commitment to the Greater Boston area, where the company already has a significant presence. Under the agreement, Sanofi would make “diligent efforts” to guide Lemtrada through the FDA…