POST-EFFECTIVE AMENDMENT #1 TO FORM F-4

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CXWmlC856QMERiSiYBN+3MFGVSfdSn6VWUFM2NNeyFOgPbKMUsQbzuygC7ql6eD4 MTgJj63oyN1qkTho7CahBw== 0000950123-04-005721.txt : 20040505 0000950123-04-005721.hdr.sgml : 20040505 20040504214329 ACCESSION NUMBER: 0000950123-04-005721 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20040505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANOFI SYNTHELABO SA CENTRAL INDEX KEY: 0001121404 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133529324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-112314 FILM NUMBER: 04779418 BUSINESS ADDRESS: STREET 1: 174 AVENUE DE FRANCE CITY: PARIS STATE: I0 ZIP: 75013 BUSINESS PHONE: 33153774400 MAIL ADDRESS: STREET 1: 174 AVENUE DE FRANCE CITY: PARIS STATE: I0 ZIP: 75013 POS AM 1 y96554peposam.htm POST-EFFECTIVE AMENDMENT #1 TO FORM F-4 POST-EFFECTIVE AMENDMENT #1 TO FORM F-4

As filed with the Securities and Exchange Commission on May 5, 2004

Registration No. 333-112314

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

FORM F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Sanofi-Synthélabo

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant name into English)


Republic of France (State or other jurisdiction of incorporation or organization)		2834 (Primary Standard Industrial Classification Code Number)		133529324 (I.R.S. Employer Identification No.)

174 avenue de France

75013 Paris, France

Tel: + 33 1 53 77 40 00

(Address, including zip code, and telephone number, including area code, of

Registrant’s principal executive offices)

John Spinnato

General Counsel, Vice President and Secretary

Sanofi-Synthelabo Inc.

90 Park Avenue

New York, NY 10016

Tel: (212) 551-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Laurent Cohen-Tanugi Senior Vice President and General Counsel Sanofi-Synthelabo 174 avenue de France 75013 Paris, France + 33 1 53 77 40 00		David A. Katz Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the consummation of the transaction described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus supplement remains subject to completion or amendment. This preliminary prospectus supplement and the related prospectus dated April 9, 2004 do not constitute an offer to sell these securities and do not constitute a solicitation of any offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

SUBJECT TO COMPLETION, DATED MAY 4, 2004


PRELIMINARY PROSPECTUS SUPPLEMENT	REVISED U.S. OFFER TO EXCHANGE

(To Prospectus dated April 9, 2004)

(LOGO)

Offer to Exchange

all ordinary shares, nominal value €3.82 per share, including

ordinary shares represented by American depositary shares

Aventis

Pursuant to the revised terms of the exchange offer, Sanofi-Synthelabo is offering:

• 0.8333 of a newly issued ordinary share, nominal value €2 per share, of Sanofi-Synthelabo and €20.00 in cash, without interest, in exchange for each ordinary share of Aventis tendered; and

• 1.6667 newly issued American depositary shares, or ADSs (each ADS representing one-half of one Sanofi-Synthelabo ordinary share), of Sanofi-Synthelabo and an amount in U.S. dollars equal to €20.00, in cash, without interest, in exchange for each Aventis ADS (each Aventis ADS representing one Aventis ordinary share) tendered.

This revised exchange offer includes a mix and match election feature that allows holders of Aventis ordinary shares, including Aventis ordinary shares represented by Aventis ADSs, to elect to receive, in lieu of the mix of consideration described above:

• 1.1739 newly issued Sanofi-Synthelabo ordinary shares in exchange for each Aventis ordinary share tendered; or 2.3478 newly issued Sanofi-Synthelabo ADSs in exchange for each Aventis ADS tendered; or

• €68.93 in cash, without interest, in exchange for each ordinary share of Aventis tendered; or an amount in U.S. dollars equal to €68.93, in cash, without interest, in exchange for each Aventis ADS tendered.

The mix and match elections are subject to proration and allocation adjustments that will ensure that, in the aggregate (and subject to adjustment if Aventis approves any dividend or interim dividend having a payment or ex-dividend date before the settlement of the offers), 71% of the Aventis ordinary shares (including Aventis ordinary shares underlying the Aventis ADSs) tendered in the revised U.S. offer and the concurrent revised French offer and revised German offer will be exchanged for Sanofi-Synthelabo ordinary shares (including Sanofi-Synthelabo ordinary shares underlying Sanofi-Synthelabo ADSs) and 29% will be purchased for cash. See “The Revised U.S. Offer — Mix and Match Election”.

If Aventis approves any dividend or any interim dividend in respect of the Aventis ordinary shares, including Aventis ordinary shares represented by Aventis ADSs, that has a payment or ex-dividend date before the settlement of the revised offers, the consideration offered in exchange for each Aventis ordinary share and each Aventis ADS tendered will be reduced by an amount equal to the net value of the dividend payable per Aventis ordinary share in the manner described under “The Revised U.S. Offer — Consideration Offered after Approval of Aventis Dividends”. In respect of any Sanofi-Synthelabo ordinary share, including any Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs, that you receive in exchange for the Aventis ordinary shares or the Aventis ADSs that you tender in this revised exchange offer, you will be entitled to receive any annual dividend with respect to Sanofi-Synthelabo’s 2003 results that is declared on the Sanofi-Synthelabo ordinary shares and any other dividend that is paid after the settlement of this revised exchange offer. See “The Revised U.S. Offer — Entitlement to Sanofi-Synthelabo Dividends”.

The revised U.S. offer will expire at 5:00 p.m., New York City time, on May 28, 2004, unless it is extended or is withdrawn prior to that time. You may withdraw any Aventis securities tendered at any time prior to the expiration time.

Sanofi-Synthelabo is offering to acquire all of the outstanding Aventis ordinary shares through three separate offers. See “The Revised U.S. Offer — The Revised U.S. Offer, the Revised French Offer and the Revised German Offer”. Together, these revised offers are being made for all issued and outstanding Aventis ordinary shares, including Aventis ordinary shares represented by Aventis ADSs, and all Aventis ordinary shares that are or may become issuable prior to the expiration of the revised offers due to the exercise of outstanding Aventis subscription stock options or the exercise of outstanding Aventis warrants (Bons de souscription d’actions, or BSAs). Sanofi-Synthelabo will issue up to approximately 158,333,333 Sanofi-Synthelabo ordinary shares (including Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs) pursuant to this revised U.S. offer. The completion of the revised offers is subject to a minimum tender condition, among others. For a discussion of these conditions, see “The Revised U.S. Offer — Conditions to the Revised U.S. Offer”. Subject to applicable law and regulations, we reserve the right to modify or waive this condition in our discretion.

For a discussion of the risk factors that you should consider carefully in evaluating the revised U.S. offer, see “Risk Factors” beginning on page 18.

Sanofi-Synthelabo ordinary shares are listed on Euronext Paris and the New York Stock Exchange, or NYSE, and trade on the Premier Marché of Euronext Paris under the symbol “SAN”. Sanofi-Synthelabo ADSs are listed on the NYSE and trade under the symbol “SNY”.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with this offer or has passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense in the United States.

The Joint Dealer-Managers for the U.S. offer are:


	Merrill Lynch & Co.	BNP PARIBAS

The date of this prospectus supplement is May [l], 2004.

CERTAIN DEFINED TERMS

Unless otherwise specified or if the context so requires:

• References in this prospectus supplement to the “revised U.S. offer” refer to the U.S. offer on the terms and conditions set forth in this prospectus supplement. References to the “original U.S. offer” refer to the U.S. offer on the original terms and conditions set forth in the prospectus dated April 9, 2004.

• References to “Sanofi-Synthelabo,” the “company,” “we,” “us” or “our” refer to Sanofi-Synthelabo, a French société anonyme, and, where applicable, its consolidated subsidiaries.

• References to “Aventis” refer to Aventis, a French société anonyme, and, where applicable, its consolidated subsidiaries.

• References to “Aventis securities” refer collectively to the Aventis ordinary shares and the Aventis ADSs.

• References to “Sanofi-Synthelabo securities” refer collectively to the Sanofi-Synthelabo ordinary shares and the Sanofi-Synthelabo ADSs.

• References to “Aventis BSAs” refer to the series of Aventis warrants (Bons de souscription d’actions) that were issued to two employee funds, the units of which were subscribed by German employees. For the avoidance of doubt, the term “Aventis BSAs” does not include any warrants that would be issued if Aventis shareholders were to approve the eleventh resolution, as amended at any time, included in the notice of the general meeting of shareholders published in the Bulletin des Annonces Légales Obligatoires, or BALO, on April 9, 2004, relating to the issuance of warrants, or any other resolution having an equivalent purpose or effect.

• References to the “related U.S. offer documents” refer collectively to the form of acceptance, the ADS letter of transmittal and the notice of guaranteed delivery included with this document.

• References to “Merrill Lynch (France)” refer to Merrill Lynch Capital Markets (France) S.A.S., an affiliate of Merrill Lynch & Co.

INFORMATION INCORPORATED BY REFERENCE

This prospectus supplement and the prospectus dated April 9, 2004 incorporate important business and financial information about Sanofi-Synthelabo and Aventis by reference and, as a result, this information is not included in or delivered with this prospectus supplement or the prospectus dated April 9, 2004. For a list of those documents that are incorporated by reference into this prospectus supplement, see “Additional Information for Securityholders — Incorporation of Certain Documents by Reference” on page 109; for a list of those documents that are incorporated by reference into the prospectus dated April 9, 2004, see “Additional Information for Securityholders — Incorporation of Certain Documents by Reference” on page 150 of the prospectus dated April 9, 2004.

Documents incorporated by reference are available from us upon oral or written request without charge. You may also obtain documents incorporated by reference into this prospectus supplement and/or the prospectus dated April 9, 2004 from the Internet site of the United States Securities and Exchange Commission, or SEC, at the URL (or uniform resource locator) http://www.sec.gov or by requesting them in writing or by telephone from the information agent for the revised U.S. offer:

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

To obtain timely delivery of these documents, you must request them by no later than May 21, 2004.

In deciding whether to tender your Aventis securities in the revised exchange offer described in this prospectus supplement, you should rely only on the information contained or incorporated by reference into this prospectus supplement and/or the prospectus dated April 9, 2004 or in the related U.S. offer documents. Sanofi-Synthelabo has not authorized any person to provide you with any information that is different from, or in addition to, the information that is contained in this prospectus supplement and/or the prospectus dated April 9, 2004 or in the related offer documents.

The information contained in this prospectus supplement speaks only as of the date indicated on the cover of this prospectus supplement unless the information specifically indicates that another date applies.

REGULATORY STATEMENT

The revised exchange offer described in this prospectus supplement is subject to the applicable laws and regulations of France, including the rules and regulations of the Autorité des marchés financiers, or AMF, the applicable laws and regulations of Germany, including the German Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz), and the applicable laws and regulations of the United States, including the tender offer rules applicable to equity securities registered under Section 12 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. This prospectus supplement, together with the related prospectus dated April 9, 2004, constitutes a prospectus under Section 5 of the United States Securities Act of 1933, as amended, or the Securities Act, with respect to the Sanofi-Synthelabo ordinary shares to be issued on completion of the revised U.S. offer. References in this prospectus supplement to the rules and regulations of, and filings made with, the AMF, include the rules and regulations of, and filings made with, the former Conseil des marchés financiers, or CMF, and the former Commission des opérations de bourse, or COB, as applicable. The CMF and the COB were merged to form the AMF, effective as of November 24, 2003.

This prospectus supplement does not constitute an offer to sell securities and it is not soliciting an offer to buy securities, nor shall there be any sale or purchase of securities pursuant hereto, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the laws of any such jurisdiction.

This prospectus supplement has not received the visa of the French Autorité des marchés financiers, or AMF, or the German Bundesanstalt für Finanzdienstleistungsaufsicht, or BAFin. Accordingly, this prospectus supplement may not be used to make offers or sales in France or Germany in connection with any offer described herein.

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is a prospectus supplement, which describes the revised terms and conditions of our revised U.S. exchange offer, and also supplements and updates information contained in the related prospectus dated April 9, 2004 and the documents incorporated by reference into that prospectus. Except as revised and superseded by this prospectus supplement, the information contained in the related prospectus dated April 9, 2004 remains in full force and effect. You should read this prospectus supplement together with the related prospectus dated April 9, 2004, which accompanies this prospectus supplement or which you have received previously from us or our appointed agents. This prospectus supplement, together with the related prospectus dated April 9, 2004, constitute a prospectus under Section 5 of the Securities Act with respect to the Sanofi-Synthelabo ordinary shares to be issued on completion of the revised U.S. offer. To obtain additional copies of the prospectus dated April 9, 2004, which are available upon oral or written request without charge, please contact the information agent at the address and telephone numbers given above and on the back cover of this prospectus supplement.

TABLE OF CONTENTS


Presentation of Certain Financial and Other Information		i
	Aventis Information	i
	Accounting Principles	i
	Currencies	ii
	No Internet Site Is Part of This Prospectus Supplement	ii
Questions and Answers About the Revised U.S. Offer		iii
Summary		1
	Summary Selected Historical Consolidated Financial Data of Sanofi-Synthelabo and Aventis	9
	Selected Unaudited Pro Forma Condensed Combined Financial Information	10
	Comparative Per Share Market Information	13
	Summary Selected Comparative Historical and Pro Forma Per Share Data	15
	Exchange Rate Information	17
Risk Factors		18
Cautionary Statement Concerning Forward-Looking Statements		24
Recent Developments		25
	Dividends	25
	Sale of Arixtra^® and Fraxiparine^®	25
	Aventis Litigation Relating to the French Offer	25
	Aventis Litigation Relating to the U.S. Offer	25
	Sanofi-Synthelabo’s 2004 First Quarter Sales	26
	Aventis 2004 First Quarter Results	26
	Agreement Between Aventis and Sanofi-Synthelabo to Create Sanofi-Aventis	26
	European Commission Competition Approval	26
	Postponement of General Meeting of Shareholders	26
	AMF Clearance Decision	27
Background and Reasons for the Revised Offers		28
	Background of the Revised Offers	28
	Past Contacts, Transactions, Negotiations and Agreements	35
	Reasons for the Revised Offers	38
Financial Analysis of the Revised Offers		41
	Preliminary Information	41
	Financial Analyses of the Standard Entitlement	42
	Financial Analyses of the All Cash Election	43
	Financial Analyses of the All Stock Election	46
	Financial Analyses Not Used	49
The Revised U.S. Offer		50
	The Revised U.S. Offer, the Revised French Offer and the Revised German Offer	50
	Terms of the Revised U.S. Offer	51
	No Fractional Shares	52
	Mix and Match Election	52
	Consideration Offered after Approval of Aventis Dividends	58
	Entitlement to Sanofi-Synthelabo Dividends	61
	Ownership of Sanofi-Synthelabo after Completion of the Revised Offers	61
	Conditions to the Revised U.S. Offer	62
	Grounds for Withdrawing the Revised Offers; Return of Tendered Aventis Securities	64

TOC-1


	Expiration Date; Extension of the Revised U.S. Offer	64
	Publication of Results; Subsequent Offering Period	65
	Procedures for Tendering Aventis ADSs	66
	Procedures for Tendering Aventis Ordinary Shares	68
	Effects of Tender	68
	Other Requirements	69
	Determination of Validity	69
	Withdrawal Rights	70
	Acceptance and Return of Aventis Securities	70
	Delivery of Sanofi-Synthelabo Ordinary Shares, Sanofi-Synthelabo ADSs and Cash; Settlement Date	71
	Fees and Expenses	71
	Listing of Sanofi-Synthelabo Ordinary Shares and Sanofi-Synthelabo ADSs	73
	Treatment of Aventis Stock Purchase Options, Aventis Stock Subscription Options and Aventis BSAs	73
	Treatment of Aventis’s Employee Savings Plans and Employee Share Purchase Plans	74
	Regulatory Approvals	75
	Accounting Treatment	75
	Effect of the Revised Offers on the Market for Aventis Securities	76
	Appraisal Rights	77
Source and Amount of Funds		78
Unaudited Pro Forma Condensed Combined Financial Statements of Sanofi-Synthelabo and Aventis		80
Regulatory Matters		96
	Competition and Antitrust	96
	Stock Exchanges	98
	Securities Regulatory Authorities	99
Interests of Directors, Executive Officers and Affiliates		100
	Interests of Directors, Executive Officers and Affiliates of Sanofi-Synthelabo	100
Market Price and Dividend Data		101
	Market Prices	101
	Dividends	103
Non-GAAP Financial Measure		105
	Adjusted Net Income	105
Validity of the Securities		109
Experts		109
Additional Information for Securityholders		109
	Where You Can Find More Information	109
	Incorporation of Certain Documents by Reference	109
Service of Process and Enforceability of Civil Liabilities Under U.S. Securities Laws		111
Who Can Help Answer My Questions?		111

TOC-2

PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION

AVENTIS INFORMATION

Sanofi-Synthelabo has included in this prospectus supplement information concerning Aventis known to Sanofi-Synthelabo based on publicly available information (primarily filings by Aventis with the SEC and the AMF). Non-public information concerning Aventis was generally not available to Sanofi-Synthelabo for the purpose of preparing this prospectus supplement. Publicly available information concerning Aventis may contain errors. Sanofi-Synthelabo has no knowledge that would indicate that any statement relating to Aventis contained or incorporated by reference into this prospectus supplement is inaccurate or incomplete. However, Sanofi-Synthelabo was not involved in the preparation of those statements and cannot verify them. Pursuant to Rule 409 under the Securities Act and Rule 12b-21 under the Exchange Act, Sanofi-Synthelabo has requested that Aventis provide Sanofi-Synthelabo with information required for complete disclosure regarding the businesses, operations, financial condition and management of Aventis. Sanofi-Synthelabo will amend or further supplement this prospectus supplement to provide any information that Sanofi-Synthelabo receives from Aventis, if Sanofi-Synthelabo receives the information before the revised U.S. offer expires and Sanofi-Synthelabo considers it to be material, reliable and appropriate. As of the date of this prospectus supplement, no such information has been received from Aventis.

ACCOUNTING PRINCIPLES

Sanofi-Synthelabo

Sanofi-Synthelabo prepares its consolidated financial statements in accordance with French generally accepted accounting principles (commonly known as French GAAP), which differ in certain significant respects from United States generally accepted accounting principles (commonly known as U.S. GAAP). For a detailed discussion of the differences between French GAAP and U.S. GAAP as they relate to Sanofi-Synthelabo’s consolidated financial statements, and for a reconciliation of net income and shareholders’ equity and condensed consolidated U.S. GAAP statements of income and balance sheets, as of the dates and for the periods indicated, please see Note G to Sanofi-Synthelabo’s audited consolidated financial statements included in its Annual Report on Form 20-F for the year ended December 31, 2003, which is incorporated by reference into this prospectus supplement. See “Additional Information for Securityholders — Incorporation of Certain Documents by Reference” on page 109.

Aventis

Aventis prepares its consolidated financial statements in accordance with French GAAP. For a detailed discussion of the differences between French GAAP and U.S. GAAP as they relate to Aventis’s consolidated financial statements, and for a reconciliation of net income and shareholders’ equity and condensed consolidated U.S. GAAP statements of income, balance sheets and cash flow statements, as of the dates and for the periods indicated, please see Note 34 to Aventis’s audited consolidated financial statements included in its Annual Report on Form 20-F for the year ended December 31, 2003, which is incorporated by reference into this prospectus supplement. See “Additional Information for Securityholders — Incorporation of Certain Documents by Reference” on page 109.

CURRENCIES

In this prospectus supplement, unless otherwise specified or the context otherwise requires:

• “$,” “U.S. $” or “U.S. dollar” each refers to the United States dollar; and

• “€” or “euro” each refers to the euro, the single currency established for members of the European Economic and Monetary Union, or the EMU, since January 1, 1999.

Each of Sanofi-Synthelabo and Aventis publishes its consolidated financial statements in euros. This prospectus supplement may contain translations of some euro amounts into U.S. dollars. These amounts are provided solely for your convenience. On May 3, 2004, the most recent practicable date prior to the date of this document, the Federal Reserve Bank of New York noon buying rate was €1.00 = $1.1937. See “Exchange Rate Information” for additional information regarding the exchange rates between the euro and the U.S. dollar.

NO INTERNET SITE IS PART OF THIS PROSPECTUS SUPPLEMENT

Each of Sanofi-Synthelabo and Aventis maintains an Internet site. The Sanofi-Synthelabo Internet site is at the URL http://www.sanofi-synthelabo.com. The Aventis Internet site is at the URL http://www.aventis.com. Information contained in or otherwise accessible through these Internet sites is not a part of this prospectus supplement. All references in this prospectus supplement to these Internet sites are inactive textual references to these URLs and are for your information only.

QUESTIONS AND ANSWERS ABOUT THE REVISED U.S. OFFER

Q: What is the purpose of this document and how does it relate to the prospectus dated April 9, 2004?

A: This document is a prospectus supplement. It should be read together with the related prospectus dated April 9, 2004, which you will also have received, either with this document or previously. We are sending you this prospectus supplement because we have revised and improved the terms of the U.S. offer described in the related prospectus dated April 9, 2004. This prospectus supplement describes the terms and conditions of that revised U.S. offer. This prospectus supplement also updates information contained in the related prospectus dated April 9, 2004. However, this prospectus supplement does not contain all the information contained in the related prospectus dated April 9, 2004 and to understand fully the revised U.S. offer, the businesses of Sanofi-Synthelabo and Aventis, and the Sanofi-Synthelabo securities you may receive in exchange for your Aventis securities pursuant to the revised U.S. offer, you should read this prospectus supplement and the related prospectus dated April 9, 2004 carefully, together with the documents incorporated by reference into this prospectus supplement or the related prospectus dated April 9, 2004.

Q: Why is Sanofi-Synthelabo making the revised U.S. offer?

A: We are making the revised U.S. offer and the concurrent revised French and German offers pursuant to an agreement, dated April 25, 2004, between Aventis and Sanofi-Synthelabo. Among other things, under that agreement, Sanofi-Synthelabo agreed to improve its offer for Aventis and the Aventis Supervisory Board agreed to recommend the revised offers to the holders of Aventis securities. The agreement also provides the governance principles for Sanofi-Aventis, the combined entity that will result from the successful completion of the offers.

Q: Why does Sanofi-Synthelabo wish to acquire Aventis and create Sanofi-Aventis? (See page 38)

Sanofi-Synthelabo is seeking to acquire Aventis because Sanofi-Synthelabo believes that the combination of the two companies to form Sanofi-Aventis will create the number one pharmaceutical company in Europe and the number three worldwide. Sanofi-Synthelabo believes that the enhanced scale, financial strength and research and development resources of the combined company should allow the combined company to serve patients worldwide and to enhance shareholder value in ways that are not likely to be achieved by either Sanofi-Synthelabo or Aventis on a stand-alone basis.

Sanofi-Synthelabo continues to believe that the strategic rationale for the creation of Sanofi-Aventis is compelling for Aventis shareholders as well as Sanofi-Synthelabo shareholders; however, as with any investment decision there can be no assurance that the anticipated benefits will be realized. For a discussion of the risk factors that you should consider carefully in evaluating the revised U.S. offer, see “Risk Factors”.

Q: What are the main differences between the revised U.S. offer and the original U.S. offer?

A: We have increased the cash portion of the offer consideration and we have removed the antitrust condition.

In the revised U.S. offer, we are offering €8.50 in cash more for each Aventis ordinary share validly tendered and not withdrawn than we offered in the original U.S. offer. In the revised U.S. offer, we are offering an amount in U.S. dollars equal to €8.50 in cash more for each Aventis ADS validly tendered and not withdrawn than we offered in the original U.S. offer. (See page 51)

The revised U.S. offer, the revised French offer and the revised German offer are not subject to the “antitrust condition” to which the original offers were subject. As a result, under applicable French law, the French offer will not lapse (“est caduque”, meaning it is null and void) if the U.S. Federal Trade Commission were to issue a second request for information before the expiration of the 30-day waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 and, in such event,

iii

we will not withdraw the revised U.S. offer or the revised German offer. (See page 63)

Q: Has the Aventis Supervisory Board Recommended the Revised Offers?

A: Yes. At a meeting held on April 25, 2004, the Aventis Supervisory Board concluded that the revised offers are in the interests of Aventis, its shareholders and employees and, therefore, authorized the Aventis Management Board to enter into the agreement with Sanofi-Synthelabo and recommended that Aventis shareholders tender their Aventis shares in the revised offers.

Q: What will I receive in the revised U.S. offer? (See page 51)

A: For each Aventis ordinary share validly tendered and not withdrawn, unless you make a mix and match election, you will receive:

• €20.00 in cash, and

• 0.8333 of a Sanofi-Synthelabo ordinary share.

For each Aventis ADS (each representing one Aventis ordinary share) validly tendered and not withdrawn, unless you make a mix and match election, you will receive:

• an amount in U.S. dollars equal to €20.00 in cash, and

• 1.6667 Sanofi-Synthelabo ADSs (each representing one-half of one Sanofi-Synthelabo ordinary share).

In no event will you receive any interest on the payments to which you are entitled under the revised U.S. offer.

The cash consideration paid to tendering holders of Aventis ordinary shares will be paid in euros. The cash consideration paid to tendering holders of Aventis ADSs will be converted into U.S. dollars on the day that it is received by the U.S. ADS exchange agent at the then prevailing spot market rate and distributed, net of any expenses incurred, to the tendering holders.

Q: Is Sanofi-Synthelabo revising the French offer and the German offer? (See page 50)

A: Yes. The terms of the French offer and of the German offer have also been revised. The revised French offer, the revised German offer and the revised U.S. offer are being made on substantially similar terms and completion of the revised offers is subject to the same conditions.

The revised U.S. offer remains open to all holders of Aventis ordinary shares who are located in the United States and to all holders of Aventis ADSs, wherever located.

The revised French offer remains open to all holders of Aventis ordinary shares who are located in France and to holders of Aventis ordinary shares who are located outside of France, Germany and the United States, if, pursuant to the local laws and regulations applicable to such holders, they are permitted to participate in the French offer.

The revised German offer remains open to all holders of Aventis ordinary shares who are located in Germany.

In the revised French offer and the revised German offer we are also offering to acquire all the outstanding Aventis BSAs for an aggregate consideration of approximately €6 million.

Q: May I still elect to receive a greater proportion of cash or a greater proportion of Sanofi-Synthelabo securities than the standard entitlement described above? (See page 52)

A: Yes. The revised U.S. offer includes a mix and match election feature whereby you may elect to receive only Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs, as applicable, or only cash in exchange for any or all of the Aventis securities that you tender. However, these elections will be satisfied in full only to the extent that off-setting elections have been made by other tendering holders of Aventis securities in the revised U.S. offer, the revised French offer and the revised German offer. Accordingly, there can be no assurance that you will receive all of your consideration in the form that you have elected.

You are not required to make any election (in which case you will automatically receive the standard entitlement) or to make the same election for all the Aventis securities that you tender.

The election procedure is described more fully in the section captioned, “The Revised U.S. Offer — Mix and Match Election”. Any

holder of Aventis securities who wishes to make a mix and match election should carefully read and comply with the instructions in the accompanying form of acceptance or the ADS letter of transmittal, as applicable.

See “Risk Factors — If you make an all stock or all cash election there can be no assurance that you will receive all your consideration in the form you elected or that your election will result in the same mix of consideration regardless whether you tender your Aventis securities in the initial offer period or in the subsequent offering period, if any; in any event, you will not know the exact mix of consideration that you will receive until after the applicable expiration date and you are no longer able to withdraw your tender.”

Q: If Aventis approves any dividend in respect of the Aventis ordinary shares, including Aventis ordinary shares represented by Aventis ADSs, will the consideration that I receive in exchange for the Aventis securities tendered in the revised U.S. offer be reduced? (See page 58)

A: Yes. If Aventis approves any dividend or any interim dividend in respect of the Aventis ordinary shares, including Aventis ordinary shares represented by Aventis ADSs, with a payment or ex-dividend date before the settlement of the revised U.S. offer, the consideration offered in exchange for each Aventis ordinary share and each Aventis ADS tendered will be reduced by an amount equal to the net value of the dividend payable per Aventis ordinary share, in the manner described under “The Revised U.S. Offer — Consideration Offered after Approval of Aventis Dividends”.

Q: Will I be entitled to receive dividends in respect of any Sanofi-Synthelabo ordinary shares, including Sanofi-Synthelabo ordinary shares represented by Sanofi- Synthelabo ADSs, that I receive in exchange for my Aventis securities? (See page 61)

A: Yes. In respect of the Sanofi-Synthelabo ordinary shares, including Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs, you will be entitled to receive:

• any annual dividend that is approved to be paid with respect to Sanofi-Synthelabo’s 2003 results, and

• any other dividend that is paid after the settlement of the revised offers.

See “The Revised U.S. Offer — Entitlement to Sanofi-Synthelabo Dividends”.

Q: Other than the increase in the cash portion of the offer consideration and the removal of “antitrust condition”, have any of the other terms and conditions of the U.S. offer been revised?

A: No. All the other terms and conditions of the revised U.S. offer remain the same.

Q: I have already tendered my Aventis securities in the original U.S. offer, do I need to do anything to receive the additional consideration offered in the revised U.S. offer? (See page 64)

A: Yes. Under applicable French regulations, as part of the process of approving the revised French offer, the AMF has decided to declare all previous tenders into the offers null and void. As a result, in order to tender your Aventis securities in the revised U.S. offer, you must re-tender any Aventis securities that you previously tendered into the original U.S. offer.

Q: I have not yet tendered my Aventis securities into the U.S. offer. How do I accept the revised U.S. offer? (See page 66)

A: The procedures for accepting the revised U.S. offer have not changed and are set forth in detail beginning on page 66 of this prospectus supplement and are summarized on page 5 of the prospectus dated April 9, 2004.

• If you hold American depositary receipts for Aventis ADSs, you should follow the procedures set forth on page 66 of this prospectus supplement.

• If you hold Aventis ADSs in book-entry form, you should you should follow the procedures set forth on page 66 of this prospectus supplement.

• If you hold Aventis ordinary shares through a U.S. custodian, such as a broker, bank or trust company, you should you should follow the procedures set forth on page 68 of this prospectus supplement.

• If you hold Aventis ordinary shares through a French financial intermediary, you should follow the procedures set forth on page 68 of this prospectus supplement.

Q: May I use the original forms for accepting the revised U.S. offer and tendering my Aventis securities?

A: Yes. With this prospectus supplement, you will have received appropriate revised forms for tendering your Aventis securities. However, you may continue to use the original forms that you may have received with the prospectus dated April 9, 2004 (if you received that prospectus at a date earlier than you received this prospectus supplement).

Q: After I tender my Aventis securities, may I change my mind and withdraw them?

A: Yes. You may withdraw your Aventis securities at any time until the expiration of the revised U.S. offer (whether you have already tendered them before the receipt of this prospectus supplement or you tender them after the receipt of this prospectus supplement).

Q: Do I need to do anything if I want to retain my Aventis securities?

A: No. If you want to retain your Aventis securities, you do not need to take any action.

Q: What will happen if the revised offers are withdrawn or are not successful? (See page 63)

A: If the revised offers for Aventis securities are withdrawn or are not successful, your Aventis securities will be returned to you without any other payment being due. This should occur within one to two French trading days following (i) the announcement of the withdrawal, or (ii) the publication by the AMF of the results of the revised offers, as the case may be.

Q: When will I know the outcome of the revised offers? (See page 65)

A: We expect that the AMF will publish the combined results of the revised offers for Aventis securities on a preliminary basis six or seven French trading days after the expiration date and on a definitive basis not more than nine French trading days after the expiration date of the revised offers. We will issue a press release regarding the results of the revised offers promptly after each announcement by the AMF. We will file those press releases with the SEC as amendments to our Schedule TO.

SUMMARY

To understand the revised U.S. offer and the businesses of Sanofi-Synthelabo and Aventis more fully, you should carefully read this entire prospectus supplement and the prospectus dated April 9, 2004, and any documents incorporated by reference into this prospectus supplement or that prospectus, including the sections under the headings “Cautionary Statement Concerning Forward-Looking Statements”, and “Risk Factors”, as well as Sanofi-Synthelabo’s consolidated financial statements and notes thereto incorporated by reference into this prospectus supplement and the prospectus dated April 9, 2004, and Aventis’s consolidated financial statements and notes thereto incorporated by reference into this prospectus supplement and the prospectus dated April 9, 2004.

The Companies

Sanofi-Synthelabo (See page 94 of prospectus dated April 9, 2004)

174, avenue de France

75013 Paris, France

Tel: + 33 1 53 77 40 00

Sanofi-Synthelabo is an international pharmaceutical group engaged in the research, development, manufacture and marketing of pharmaceutical products for sale principally in the prescription market. Our prescription pharmaceuticals business specializes in four therapeutic areas: cardiovascular/thrombosis; central nervous system; internal medicine and oncology. In 2003, our consolidated net sales were €8,048 million, our net income was €2,076 million, we invested €1,316 million in research and development and employed over 33,000 people worldwide. On the basis of sales for the last twelve months ended September 30, 2003, Sanofi-Synthelabo is the second largest pharmaceutical group in France, the eighth largest pharmaceutical group in Western Europe and among the twenty largest pharmaceutical groups in the world (based on data from IMS Health).

Aventis (See page 98 of the prospectus dated April 9, 2004)

Espace Européen de l’Entreprise

67300 Schitigheim, France

Tel: + 33 3 88 99 11 00

Aventis is a global pharmaceutical company that discovers, develops, manufactures and markets branded prescription drugs and human vaccines to protect and improve the health of patients around the world. Aventis claims its therapeutic innovations rank among the leading treatments for lung and breast cancer, thrombosis, seasonal allergies, diabetes and hypertension. Aventis defines its core business as prescription drugs, human vaccines, its 50% interest in the Merial animal health joint venture, and its corporate activities. In 2003, according to Aventis’s published reports, in its core business Aventis generated net sales of €16,791 million, net income of €2,444 million, invested €2,863 million in research and development and employed approximately 69,000 people worldwide. On the basis of sales for the last twelve months ended September 30, 2003, we believe that Aventis is the largest pharmaceutical group in France, the third largest pharmaceutical group in Western Europe and among the ten largest pharmaceutical groups in the world (based on data from IMS Health).

Agreement Between Aventis and Sanofi-Synthelabo (See page 35)

On April 25, 2004, Aventis and Sanofi-Synthelabo entered into an agreement with respect to the revised offers. Besides providing the financial terms of the revised offers and the recommendation of the Supervisory Board of Aventis, the agreement covers the following main points:

• Combined company will be called “Sanofi-Aventis”;

• Jean-François Dehecq will be Chairman and Chief Executive Officer of the combined company;

• The board of directors of the combined company will be composed of 17 members — Mr. Dehecq, 8 members chosen by Aventis and 8 members chosen by Sanofi-Synthelabo;

• In addition to the three existing board committees (Audit, Remuneration, Scientific), a Strategic Committee will be created for the combined company;

• The Management Committee of the combined company will be chaired by Jean-François Dehecq, who will nominate an equal number of persons selected from Sanofi-Synthelabo and Aventis; and

• Aventis will withdraw the proposed resolutions to the annual general meeting of Aventis

relating to the Plavix^® warrants and will withdraw all legal proceedings in connection with the offers.

• Aventis will not solicit or encourage any competing bid.

• The Aventis factory and research facility in Frankfurt, Germany will remain open for the foreseeable future.

Revised U.S. Offer, Revised French Offer and Revised German Offer (See page 50)

Sanofi-Synthelabo is offering to acquire all of the outstanding Aventis ordinary shares through three separate offers for legal reasons in order to satisfy regulatory requirements.

The revised U.S. offer, the revised French offer and the revised German offer are being made on substantially similar terms and completion of the offers is subject to the same conditions.

The revised U.S. offer is open to all holders of Aventis ordinary shares who are located in the United States and to all holders of Aventis ADSs, wherever located.

The revised French offer is open to all holders of Aventis ordinary shares who are located in France and to holders of Aventis ordinary shares who are located outside of France, Germany and the United States, if, pursuant to the local laws and regulations applicable to those holders, they are permitted to participate in the French offer.

The revised German offer is open to all holders of Aventis ordinary shares who are located in Germany.

In the revised French offer and the revised German offer we are also offering to acquire the Aventis BSAs for an aggregate consideration of approximately €6 million.

Terms of the Revised U.S. Offer (See page 51)

Upon the terms and subject to the conditions set forth in this prospectus supplement and the prospectus dated April 9, 2004, we are offering:

• 0.8333 of a Sanofi-Synthelabo ordinary share and €20.00 in cash, without interest, in exchange for each outstanding Aventis ordinary share validly tendered and not withdrawn; and

• 1.6667 Sanofi-Synthelabo ADSs (each Sanofi-Synthelabo ADS representing one-half of one Sanofi-Synthelabo ordinary share) and an amount in U.S. dollars equal to €20.00 in cash, without interest, in exchange for each outstanding Aventis ADS (each Aventis ADS representing one Aventis ordinary share) validly tendered and not withdrawn.

Based on a price of €58.72 per Sanofi-Synthelabo ordinary share, which was the average daily closing price, weighted by volume, for Sanofi-Synthelabo ordinary shares on Euronext Paris during the calendar month ended on January 21, 2004 (the last trading day before rumors and press articles significantly affected the share prices and trading volumes of Sanofi-Synthelabo ordinary shares and Aventis ordinary shares), the terms of the revised U.S. offer value each Aventis ordinary share at €68.93, representing a premium of 31.4% over the average daily closing price, weighted by volume, for Aventis ordinary shares on Euronext Paris during the same period, which was €52.46 per Aventis ordinary share. Based on the closing price of €57.75 for Sanofi-Synthelabo ordinary shares on Euronext Paris on January 23, 2004, the last trading day before the public announcement of the original offers, the terms of the revised U.S. offer value each Aventis ordinary share at €68.13, representing a premium of 18.4% over the closing price of €57.55 for Aventis ordinary shares on Euronext Paris on that date. For more information on the press articles and rumors that significantly affected share prices and share volumes, see “Financial Analyses of the Revised Offers — Preliminary Information”.

Based on the closing price of €55.95 for Sanofi-Synthelabo ordinary shares on Euronext Paris on April 23, 2004, the last trading day before the public announcement of the revised offers, the terms of the revised U.S. offer value each Aventis ordinary share at €66.63, representing a premium of 0.6% over the closing price of €66.25 for Aventis ordinary shares on Euronext Paris on that date. Based on the closing price of €52.80 for Sanofi-Synthelabo ordinary shares on Euronext Paris on May 3, 2004, the most recent practicable trading day prior to the date of this prospectus supplement, the terms of the revised U.S. offer value each Aventis ordinary share at €64.00, representing a premium of 1.2% to the closing price of €63.25 for Aventis ordinary shares on Euronext Paris on that date.

Based on a price of $37.05 per Sanofi-Synthelabo ADS, which was the average daily closing price, weighted by volume, for Sanofi-Synthelabo

ADSs on the NYSE during the calendar month ended on January 21, 2004, and the average exchange rate of €1 = $1.2606 during the same period, the terms of the revised U.S. offer value each Aventis ADS at $86.96, representing a premium of 30.8% over the average daily closing price, weighted by volume, for Aventis ADSs on the NYSE during the same period, which was $66.50 per Aventis ADS. Based on the closing price of $37.01 for Sanofi-Synthelabo ADSs on the NYSE on January 23, 2004, the last trading day before the public announcement of the original offers, and an exchange rate of €1 = $1.2610, the terms of the revised U.S. offer value each Aventis ADS at $86.90, representing a premium of 19.0% over the closing price of $73.00 for Aventis ADSs on the NYSE on that date.

Based on the closing price of $32.83 for Sanofi-Synthelabo ADSs on the NYSE on April 23, 2004, the last trading day before the public announcement of the revised offers, and an exchange rate of €1 = $1.1802, the terms of the revised U.S. offer value each Aventis ADS at $78.32, representing a discount of (1.8)% to the closing price of $79.76 for Aventis ADSs on the NYSE on that date. Based on the closing price of $31.00 for Sanofi-Synthelabo ADSs on the NYSE on May 3, 2004, the most recent practicable trading day prior to the date of this prospectus, and an exchange rate of €1 = $1.1937, the terms of the revised U.S. offer value each Aventis ADS at $75.54, representing a premium of 0.4% to the closing price of $75.21 for Aventis ADSs on the NYSE on that date.

Mix and Match Election (See page 52)

The revised U.S. offer includes a mix and match election feature whereby tendering holders of Aventis securities may elect to receive, in lieu of the mix of consideration described above:

• 1.1739 Sanofi-Synthelabo ordinary shares in exchange for each Aventis ordinary share tendered; or 2.3478 Sanofi-Synthelabo ADSs in exchange for each Aventis ADS tendered; or

• €68.93 in cash, without interest, in exchange for each ordinary share of Aventis tendered or an amount in U.S. dollars equal to €68.93, in cash, without interest, in exchange for each Aventis ADS tendered.

You are not required to make any election (in which case you will automatically receive the standard entitlement) or to make the same election for all of the Aventis ordinary shares or Aventis ADSs that you tender. However, your election will be satisfied in full only to the extent that off-setting elections have been made by other tendering holders of Aventis securities in the revised U.S. offer, the revised French offer and the revised German offer. To the extent that elections cannot be satisfied in full, they will be subject to proration and allocation adjustments that will ensure that, in the aggregate (and subject to adjustment if Aventis approves any dividend or interim dividend having a payment or ex-dividend date before the settlement of the offers), 71% of the Aventis securities tendered in the revised U.S. offer, the revised French offer and the revised German offer will be exchanged for Sanofi-Synthelabo ordinary shares (including Sanofi-Synthelabo ordinary shares underlying Sanofi-Synthelabo ADSs) and 29% will be exchanged for cash.

See “Risk Factors — If you make an all stock or all cash election there can be no assurance that you will receive all your consideration in the form you elected or that your election will result in the same mix of consideration regardless of whether you tender your Aventis securities in the initial offer period or in the subsequent offering period, if any; in any event, you will not know the exact mix of consideration that you will receive until after the applicable expiration date and you are no longer able to withdraw your tender.”

Consideration Offered after Approval of Aventis Dividends (See page 58)

Assuming the dividend is approved at the meeting of Aventis shareholders, Aventis is proposing to pay an annual dividend of €0.82 per Aventis ordinary share with respect to Aventis’s 2003 results. Pursuant to the agreement between Aventis and Sanofi-Synthelabo, Aventis has agreed to reschedule the meeting of Aventis shareholders originally scheduled for May 19, 2004, as well as the record and payment

dates for the dividend with respect to Aventis’s 2003 results.

Entitlement to Sanofi-Synthelabo Dividends (See page 61)

In respect of any Sanofi-Synthelabo ordinary share, including any Sanofi-Synthelabo ordinary share represented by Sanofi-Synthelabo ADSs, that you receive in exchange for the Aventis ordinary shares or Aventis ADSs that you tender in the revised U.S. offer, you will be entitled to receive any annual dividend with respect to Sanofi-Synthelabo’s 2003 results that is approved on the Sanofi-Synthelabo ordinary shares and any other dividend that is paid after the settlement of the revised offers. Assuming it is approved by the meeting of Sanofi-Synthelabo shareholders, Sanofi-Synthelabo will pay an annual dividend of €1.02 per Sanofi-Synthelabo ordinary share with respect to Sanofi-Synthelabo’s 2003 results. The meeting of Sanofi-Synthelabo shareholders originally scheduled for May 24, 2004 has been postponed and will be held no later than five trading days before the expiration date of the revised offers and, to the extent possible, after the meeting of Aventis shareholders. The dividend will be paid on the settlement date of the revised offers, or of any subsequent offering period. See “The Revised U.S. Offer — Entitlement to Sanofi-Synthelabo Dividends”.

No Fractional Shares (See page 52)

No fractional Sanofi-Synthelabo ordinary shares or fractional Sanofi-Synthelabo ADSs will be issued in connection with the revised U.S. offer. In lieu of any fraction of a Sanofi-Synthelabo ordinary share or Sanofi-Synthelabo ADS that you would otherwise have been entitled to receive pursuant to the terms of the revised U.S. offer, you will receive an amount in cash equal to the product of that fraction and the average sale price per Sanofi-Synthelabo ordinary share, net of expenses, realized on Euronext Paris or the average sale price per Sanofi-Synthelabo ADS, net of expenses, realized on the NYSE, as applicable in the sale of all the aggregated fractional Sanofi-Synthelabo ordinary shares or all of the aggregated fractional Sanofi-Synthelabo ADSs that would have otherwise been issued in the revised offers.

Payment of Cash Consideration (See page 52)

The cash consideration (including any cash paid in lieu of any fraction of a Sanofi-Synthelabo ordinary share) paid to tendering holders of Aventis ordinary shares will be paid in euros. The cash consideration (including any cash paid in lieu of any fraction of a Sanofi-Synthelabo ADS) paid to tendering holders of Aventis ADSs will be converted into U.S. dollars on the day that it is received by the U.S. ADS exchange agent at the then prevailing spot market rate and distributed, net of any expenses incurred, to the tendering holders of Aventis ADSs.

Ownership of Sanofi-Synthelabo after Completion of the Revised Offers (See page 61)

If all of the Aventis securities are validly tendered and exchanged, pursuant to the terms of the revised U.S. offer, the revised French offer and the revised German offer, immediately after the exchange, on a diluted basis taking into account all in-the-money options and BSAs that are exercisable as of the expected closing date:

• the former holders, other than Aventis, of Aventis securities will own approximately 49% of the share capital and approximately 39% of the voting rights of Sanofi-Synthelabo, and

• the current holders, other than Sanofi-Synthelabo, of Sanofi-Synthelabo securities will hold approximately 51% of the share capital and approximately 61% of the voting rights of Sanofi-Synthelabo.

After completion of the revised offers, you will hold securities of a company larger than Aventis. Accordingly, you will have lower ownership and voting percentages of Sanofi-Synthelabo than you now have in Aventis.

Conditions to the Revised U.S. Offer (See page 62)


	*Minimum tender condition*

Sanofi-Synthelabo will not be obligated to purchase any tendered Aventis securities pursuant to the revised U.S. offer unless Aventis securities representing at least 50% of the total share capital and voting rights in Aventis, calculated on a fully diluted basis, plus one Aventis ordinary share are validly tendered and not withdrawn in the revised U.S. offer, the revised French offer and the revised German offer, on a combined basis. We refer to this condition as the “minimum tender condition”.

We may waive the minimum tender condition at any time on or prior to the date that is five French trading days prior to the expiration date of the revised

offers. Under French law and regulations, a waiver of the minimum tender condition is deemed an improved offer and may cause the AMF to extend the offer period and the AMF may also declare your tenders null and void. Unless we have waived the minimum tender condition, if the minimum tender condition is not satisfied the revised offers will not be completed.

Neither Sanofi-Synthelabo nor holders of Aventis securities will know whether the minimum tender condition has been satisfied until the results of the revised offers are published by the AMF following the expiration date of the revised offers.


	*No Antitrust condition*

The revised offers are not subject to the “antitrust condition” to which the original offers were subject. As a result, under applicable French law, the French offer will not lapse (“est caduque”, meaning it is null and void) if the U.S. Federal Trade Commission were to issue a second request for information before the expiration of the 30-day waiting period under the U.S. Hart-Scott-Rodino Act of 1976 and, in such event, we will not withdraw the revised U.S. offer or the revised German offer.

Share issuance condition

The meeting of Sanofi-Synthelabo shareholders originally scheduled for May 24, 2004 has been postponed and will be held no later than five trading days before the expiration date of the revised offers and, to the extent possible, after the meeting of Aventis shareholders. Total and L’Oréal have expressed that, subject to the Agreement, dated April 25, 2004, between Aventis and Sanofi-Synthelabo, they will vote to approve the increase in share capital that will be submitted to this meeting of Sanofi-Synthelabo shareholders.

Grounds for Withdrawing the Offers (See page 64)

In accordance with French law and regulations, Sanofi-Synthelabo reserves the right to withdraw the offers:

• within five French trading days following the date of the publication by the AMF of the offer timetable for a competing offer for Aventis or an improved offer by a competing bidder; or

• with the prior approval of the AMF if, prior to the publication by the AMF of the definitive results of the offers, Aventis adopts definitive measures that modify Aventis’s substance (“modifiant sa consistance”) or if the offers become irrelevant (“sans objet”) under French law.

Under French law, if, during the period of these revised offers, another offer for Aventis is approved by the AMF, your tenders of Aventis securities will be declared null and void by the AMF. In addition, if an improved offer by a competing bidder is approved by the AMF, your tenders of Aventis securities may also be declared null and void by the AMF. In each of these events, in order to tender your Aventis securities in the revised U.S. offer, if the revised U.S. offer remains outstanding, you will be required to re-tender your Aventis securities.

Expiration Date; Extension of the Revised U.S. Offer (See page 64)

The revised U.S. offer will expire at 5:00 p.m., New York City time on May 28, 2004, unless:

• the AMF sets a later expiration date for the tender period of the revised French offer,

• the AMF has not set an expiration date for the revised French offer by May 28, 2004,

• the AMF subsequently extends the tender period of the revised French offer, or

• the revised offers lapse or are withdrawn prior to that time.

Under French tender offer rules, it is the AMF that sets the expiration date for the revised French offer. The AMF also has the sole authority to determine whether or not to subsequently extend the tender period for the revised French offer. Sanofi-Synthelabo may not itself extend the tender period for the revised French offer. In accordance with applica-

ble French regulations, the AMF will set the expiration date for the revised French offer after it has reviewed and approved the recommendation statement (note d’information en réponse) that Aventis will be required to file after the AMF has granted a visa to Sanofi-Synthelabo’s revised French offer prospectus (note d’information complémentaire).

In its clearance decision, dated May 4, 2004, approving the terms of the revised French offer, the AMF confirmed that it had agreed to set the expiration date for the revised French offer such that the revised French offer, the revised German offer and the revised U.S. offer would expire at the same time.

If the initial expiration date of the revised French offer is later than May 28, 2004, or if the revised French offer period is extended, we will issue a press release announcing a corresponding extension of the revised U.S. offer. We have suggested, in our submission of the revised French offer to the AMF, that the AMF set the initial expiration date of the revised French offer at the end of June, 2004.

Publication of Results (See page 65)

We expect the definitive results of this revised U.S. offer, the revised French offer and the revised German offer to be published by the AMF not more than nine French trading days following the expiration date of the revised offers. However, if the AMF determines that the minimum tender condition has been satisfied, the AMF will publish provisional results prior to its publication of the definitive results.

Subsequent Offering Period (See page 65)

In the event of a subsequent offering period, we will offer the same consideration (as set forth in this prospectus supplement) that was offered during the initial offering period.

Sanofi-Synthelabo will accept any and all Aventis securities tendered during the subsequent offering period and not validly withdrawn prior to the expiration of the subsequent offering period.

Procedures for Tendering Aventis Securities (See page 66)

The procedure for tendering Aventis securities varies depending on a number of factors, including:

• whether you hold Aventis ordinary shares or Aventis ADSs;

• whether you possess physical certificates or a financial intermediary holds physical certificates for your Aventis securities;

• whether you hold your securities in book-entry form; and

• whether you hold your Aventis securities through a financial intermediary in the United States or France.

You should read carefully the procedures for tendering your Aventis securities beginning on page 66 of this prospectus supplement as well as the related transmittal materials enclosed with this prospectus supplement.

Withdrawal Rights (See page 70)

You have the right to withdraw any Aventis securities that you have tendered at any time prior to and including the expiration time. If a subsequent offering period is provided, you will have the right to withdraw Aventis securities tendered during that subsequent offering period at any time prior to its expiration.

For a withdrawal to be effective, the French financial intermediary, the German financial intermediary, the U.S. custodian or the U.S. ADS exchange agent, as applicable, must receive a written notice of withdrawal prior to the expiration date of the revised offer or the subsequent offering period, as applicable.

Withdrawn Aventis securities may be re-tendered prior to the expiration of the offer period or the subsequent offering period, as applicable, by following the appropriate tender procedures.

Delivery of Sanofi-Synthelabo Ordinary Shares, Sanofi-Synthelabo ADSs and Cash; Settlement Date (See page 71)

If these revised offers are successful, Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs and cash will be delivered to tendering holders

following the publication by the AMF of the final results of the revised offers. If the revised offers are consummated, settlement is currently expected to take place approximately 12 to 18 French trading days following the expiration date of the revised offers.

In the event of a subsequent offering period, if any, settlement with respect of the Aventis securities tendered during that subsequent offering period is expected to occur within 12 to 18 French trading days following the expiration of that subsequent offer period.

With respect to tendered Aventis ADSs only, the cash consideration payable in the U.S. offer will be paid in U.S. dollars calculated by converting the applicable amount in euros into U.S. dollars using a current spot exchange rate.

If your Sanofi-Synthelabo ADSs will be evidenced by ADRs registered in your name, you may not receive the certificates until approximately two weeks after the settlement date.

Accounting Treatment (See page 75)

The acquisition of the Aventis securities will be accounted for using the purchase method under both French and U.S. GAAP.

Regulatory Approvals (See page 75)

Under Council Regulation (EEC) No. 4064/89, the European Commission or any member state of the European Union that has successfully sought jurisdiction to review the offers under its national competition law must approve our acquisition of Aventis. However, we may complete the revised offers before this approval is received and completion of the revised offers is not conditioned on the approval of any European competition regulator. On April 26, 2004, the European Commission announced that it had approved Sanofi-Synthelabo’s proposed acquisition of Aventis, subject to certain conditions. Our acquisition of Aventis must also be reviewed by the U.S. Federal Trade Commission and under applicable United States law, we may not complete the revised offers before the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Act of 1976. However, the revised offers are not subject to any antitrust condition.

Listing of Sanofi-Synthelabo Ordinary Shares and Sanofi-Synthelabo ADSs (See page 73)

Sanofi-Synthelabo ordinary shares are currently listed and admitted to trade on Euronext Paris. Sanofi-Synthelabo ADSs are currently listed and admitted to trade on the NYSE. Sanofi-Synthelabo will also apply for the supplemental listing of the Sanofi-Synthelabo ordinary shares and Sanofi-Synthelabo ADSs to be issued in these revised offers on Euronext Paris and on the NYSE, as applicable.

Material French Tax and U.S. Federal Income Tax Consequences of the Exchange (See page 84 of the prospectus dated April 9, 2004)

French taxation

The following applies to you if you are a nonresident of France and you are not a member of a special class of taxpayers (as described under “Material French Tax and U.S. Federal Income Tax Consequences” in the prospectus dated April 9, 2004) for French tax purposes. You will not be subject to French tax on any capital gain or loss recognized, for French tax purposes, as a result of exchanging your Aventis securities pursuant to the revised U.S. offer, unless you have a permanent establishment or fixed base in France and the Aventis securities exchanged are part of the business property of that permanent establishment or fixed base. The gain or loss, if any, will equal the difference between the fair market value of the Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs plus the amount of cash that you receive in the exchange and your tax basis in the Aventis securities that you exchange.

United States federal income taxation

The following applies to you if you are a U.S. holder (as defined under “Material French Tax and U.S. Federal Income Tax Consequences” in the prospectus dated April 9, 2004) and you are not a member of a special class of taxpayers (as described under “Material French Tax and U.S. Federal Income Tax Consequences” in the prospectus dated April 9, 2004) for U.S. federal income tax purposes. As a result of exchanging your Aventis securities pursuant to the revised U.S. offer, you will generally recognize gain or loss, if any, for United States federal income tax purposes in an amount equal to the difference between the fair market value of the Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs plus the amount of cash that you receive in the exchange and the U.S. dollar value of your adjusted tax basis in your Aventis securities exchanged.

In general, if you are a non-U.S. holder (as defined in “Material French Tax and U.S. Federal Income Tax Consequences” in the prospectus dated

April 9, 2004), you will not be subject to United States federal income taxation on any gain or loss recognized in exchanging your Aventis securities. Exceptions, however, are described under “Material French Tax and U.S. Federal Income Tax Consequences — Tax Consequences of Exchanging Aventis Securities — United States federal income taxation — Non-U.S. holders” in the prospectus dated April 9, 2004.

The U.S. ADS Exchange Agent (See page 72)

The Bank of New York has been appointed U.S. ADS exchange agent in connection with the revised U.S. offer. Your ADS letter of transmittal (or facsimile copies thereof) and certificates for Aventis ADSs should be sent by each tendering Aventis securityholder or his or her broker, dealer, bank or other nominee to the U.S. ADS exchange agent at the addresses set forth on the back cover of this prospectus.

Appraisal Rights (See page 77)

Neither holders of Aventis ordinary shares nor holders of Aventis ADSs are entitled to appraisal rights with respect to the revised U.S. offer as a matter of French law.

Additional Information (See page 109)

If you have questions or want copies of additional documents, you may contact:

The information agent:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
Call Toll-Free: (800) 322-2885
Email: proxy@mackenziepartners.com

or

The joint dealer-managers:

Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
New York, New York 10080
Toll-Free Call: (866) 276-1462

and

BNP PARIBAS
BNP Paribas Securities Corp.
The Equitable Tower,
787 Seventh Avenue
New York, New York 10019
(212) 841-3700

SUMMARY SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

OF SANOFI-SYNTHELABO AND AVENTIS

Summary selected historical consolidated financial data of Sanofi-Synthelabo and Aventis are set forth in the prospectus, dated April 9, 2004, beginning on page 9 and page 12, respectively. The presentation of the summary selected historical consolidated financial data of Aventis is supplemented as follows.

The original summary selected historical consolidated financial data of Aventis includes amounts designated as “Gross profit”, which is derived from the historical financial statements of Aventis by subtracting “Production costs and expenses” from “Net Sales”. “Gross profit”, as presented by Sanofi-Synthelabo, is not presented as a subtotal in the historical statement of operations of Aventis and has been added to conform to Sanofi-Synthelabo’s presentation.

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial information, which gives effect to the revised offers, is presented in euros and reflects the combination of Sanofi-Synthelabo and Aventis using the purchase method under French GAAP. The pro forma adjustments are based upon available information and certain assumptions that Sanofi-Synthelabo believes are reasonable, including the assumptions that pursuant to the revised offers:

• all of the outstanding Aventis securities are exchanged for cash and Sanofi-Synthelabo securities, with a cash component of €20.00 and a share component valued at 0.8333 of a newly issued Sanofi-Synthelabo ordinary share for each Aventis security;

• all of the outstanding Aventis BSAs are purchased for cash in the revised French offer or the revised German offer, for aggregate consideration of €6 million;

• all of the outstanding Aventis stock options remain outstanding and, at the termination of any transfer restriction period, each holder of an Aventis stock option will be able to exchange each Aventis ordinary share that is received as a result of the exercise of the option for 1.1739 Sanofi-Synthelabo ordinary shares, the same number of Sanofi-Synthelabo ordinary shares that a tendering holder would have been entitled to receive in the offers pursuant to an all stock election (assuming no proration and no reduction in respect of any dividend paid by Aventis); and

• the net cash consideration paid in the offers is financed by €15,595 million of new Sanofi-Synthelabo debt at an interest rate of 3.6%.

In addition, the pro forma adjustments reflect the sale to GlaxoSmithKline of Sanofi-Synthelabo’s interests in Arixtra^® and Fraxiparine^® on the terms announced on April 13, 2004, see “Recent Events — Sale of Arixtra^® and Fraxiparine^®”, as well as the disposal of Aventis Behring to CSL, which was completed on March 31, 2004. See Exhibit 99.3 to Aventis’s Form 6-K, dated April 30, 2004, which is incorporated into this prospectus supplement by reference.

The selected unaudited pro forma combined financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial condition of the combined entities that would have been achieved had the revised U.S. offer, the revised French offer and the revised German offer been completed during the periods presented, nor is the selected unaudited pro forma combined financial information necessarily indicative of the future operating results or financial position of the combined entities. The unaudited pro forma combined financial information does not reflect any cost savings or other synergies which may result from the acquisition of Aventis or the effect of asset dispositions, if any, that may be required by regulatory authorities, other than the contemplated sale to GlaxoSmithKline of Sanofi-Synthelabo’s interests in Arixtra^® and Fraxiparine^®. In particular, the unaudited pro forma condensed combined financial information does not reflect the impact of the disposals and/or grants of licences of certain products, in addition to Arixtra^® and Fraxiparine^®, requested by the European Commission as conditions to its approval of the proposed acquisition of Aventis by Sanofi-Synthelabo, announced on April 26, 2004, because definitive agreements with respect to the disposal or licensing of these products have not yet been entered into. The unaudited pro forma financial information does not reflect any special items such as payments pursuant to change of control provisions or restructuring and integration costs which may be incurred as a result of the acquisition. Because Sanofi-Synthelabo has access only to publicly available financial information about Aventis’s accounting policies, there can be no assurance that the accounting policies of Aventis conform to those of Sanofi-Synthelabo.

This selected unaudited pro forma combined financial information has been derived from and should be read in conjunction with the “Unaudited Pro Forma Condensed Combined Financial Statements of Sanofi-Synthelabo and Aventis” and the related notes included in this prospectus, and with the respective consolidated financial information of Sanofi-Synthelabo and Aventis as of and for the year ended December 31, 2003, which are incorporated by reference into this prospectus supplement. All amounts are stated in euros. This pro forma information is subject to risks and uncertainties, including those discussed under “Risk Factors — We have not been given the opportunity to conduct a due diligence review of the non-public records of Aventis. Therefore, we may be subject to unknown liabilities of Aventis which may have an adverse effect on our profitability and results of operations” and “Risk Factors — We have not verified the reliability of the Aventis information included in,

or incorporated by reference into, this prospectus supplement and, as a result, our estimates of the impact of consummation of the revised offers on the pro forma financial information in this prospectus supplement may be incorrect.”

The pro forma financial information is based on preliminary estimates and assumptions, which Sanofi-Synthelabo believes to be reasonable. The pro forma adjustments and allocation of purchase price are preliminary. Due to the limited financial and other information related to Aventis available to Sanofi-Synthelabo’s management, the excess of purchase price over the book value of the assets to be acquired has been allocated according to a preliminary analysis by Sanofi-Synthelabo’s management based on available public information. The final allocation of the purchase price will be completed after the asset and liability valuations are finalized by Sanofi-Synthelabo’s management. There can be no assurance that the final allocation of the purchase price will not differ from the preliminary allocation.

Selected Unaudited Pro Forma Condensed Combined Financial Information


			Year Ended
			December 31, 2003

			(Unaudited and in
			millions of euros,
			except per share
			amounts)
French GAAP:
	Combined pro forma net sales			24,551
	Combined pro forma gross profit			16,668
	Combined pro forma operating profit			1,369
	Combined pro forma net income			(3,575	)
	Combined pro forma net income before non-recurring charges or credit directly attributable to the transaction			1,636
	Earnings per share — basic; based on pro forma net income (1)			(2.64	)
	Earnings per share — diluted; based on pro forma net income (2)			(2.64	)
	Earnings per share — basic; based on pro forma net income before non-recurring charges or credit directly attributable to the transaction (1)			1.21
	Earnings per share — diluted; based on pro forma net income before non-recurring charges or credit directly attributable to the transaction (2)			1.21
U.S. GAAP Data:
French GAAP combined pro forma net income before non-recurring charges or credit directly attributable to the transaction				1,636

	Differences between U.S. GAAP and French GAAP, as they relate to Sanofi-Synthelabo			(210	)
	Differences between U.S. GAAP and French GAAP, as they relate to Aventis			127
	Reversal of the write-off of historical goodwill amortization under French GAAP			(480	)
	Elimination of additional historical goodwill and intangible assets amortization and impairment under U.S. GAAP			301
	Reversal of goodwill amortization under French GAAP			908
	Income tax effect on the above adjustments			(107	)
	Elimination of discontinued operations, extraordinary items, or the cumulative effects of accounting changes excluding Aventis Behring			5

		Sub-total U.S. GAAP adjustments		544

U.S. GAAP combined pro forma net income from continuing operations before non-recurring charges or credit directly attributable to the transaction				2,180

U.S. GAAP earnings per share, based on combined pro forma net income from continuing operations before non-recurring charges or credit directly attributable to the transaction
		Basic (3)		1.63
		Diluted (4)		1.62

(1) Based on the pro forma weighted average number of shares outstanding of 1,352,276,532 for the year ended December 31, 2003.

(2) Based on the pro forma weighted average number of shares outstanding of 1,355,207,090 for the year ended December 31, 2003.

(3) Based on the pro forma weighted average number of shares outstanding of 1,338,550,229 for the year ended December 31, 2003.

(4) Based on the pro forma weighted average number of shares outstanding of 1,343,406,343 for the year ended December 31, 2003.


		As of
		December 31, 2003

		(Unaudited and in
		millions of euros)
French GAAP:
	Property, plant and equipment, net		5,490
	Total assets		87,290
	Long-term debt		18,377
	Total shareholders’ equity		39,233


U.S. GAAP Data:
French GAAP combined pro forma shareholders’ equity			39,233

	Differences between French GAAP and U.S. GAAP, as they relate to Sanofi-Synthelabo		6,398
	Differences between French GAAP and U.S. GAAP, as they relate to Aventis		4,250
	Differences between French GAAP and U.S. GAAP, as they relate to the measurement of purchase price		(2,037	)
	To remove the U.S. GAAP differences of Aventis on shareholders’ equity		(4,250	)

	Sub-total U.S. GAAP adjustments		4,361
U.S. GAAP combined pro forma shareholders’ equity			43,594

Unaudited Capitalization


	Pro Forma
	Combined Entity
	December 31, 2003
	(French GAAP)

	(Unaudited and in
	millions of euros)
Short-term borrowings		2,083
Debt maturing within one year		159
Debt not maturing within one year (1)		18,377
Total debt		20,619
Shareholders’ Equity
Ordinary shares		2,705
Other		36,528
Total shareholders’ equity		39,233
Consolidated Capitalization		59,852

(1) For purposes of the unaudited pro forma combined balance sheet, the new credit facility has been classified as debt not maturing within one year.

COMPARATIVE PER SHARE MARKET INFORMATION

Sanofi-Synthelabo ordinary shares are listed on the Premier Marché of Euronext Paris under the symbol “SAN”, and Sanofi-Synthelabo ADSs are listed on the NYSE under the symbol “SNY”. Aventis ordinary shares are listed on Euronext Paris under the symbol “AVE” and Aventis ADSs are listed on the NYSE under the symbol “AVE”. The following table presents the closing market prices per security for Sanofi-Synthelabo ordinary shares and Sanofi-Synthelabo ADSs and Aventis ordinary shares and Aventis ADSs in euros or U.S. dollars, as the case may be:

• as reported on Euronext Paris for Sanofi-Synthelabo ordinary shares and Aventis ordinary shares; and

• as reported on the NYSE for Sanofi-Synthelabo ADSs and Aventis ADSs.

In each case the prices are given:

• as of January 21, 2004, which was the last full trading day on Euronext Paris before rumors and press articles significantly affected the share prices and trading volumes of Sanofi-Synthelabo ordinary shares and Aventis ordinary shares; for more information, see “Financial Analyses of the Revised Offers — Preliminary Information”;

• as of January 23, 2004, which was the last full trading day on the Euronext Paris and on the NYSE, prior to the public announcement of the original offers;

• as of April 23, 2004, which was the last full trading day on the Euronext Paris and on the NYSE, prior to the public announcement of the revised offers; and

• as of May 3, 2004, which was the most recent practicable trading day on the Euronext Paris and on the NYSE, prior to the date of this prospectus supplement.

See “Market Price and Dividend Data” for further information about historical market prices of these securities.

The following table also presents the implied equivalent value per security for Aventis ordinary shares in euros and Aventis ADSs in U.S. dollars. The implied equivalent value of an Aventis ordinary share was calculated by multiplying the closing market price per Sanofi-Synthelabo ordinary share by 0.8333, the exchange ratio for each Aventis ordinary share in the revised U.S. offer, and then adding to that amount the cash portion of the exchange consideration of €20.00 for each Aventis ordinary share. The implied equivalent value of an Aventis ADS was calculated by multiplying the closing market prices per Sanofi-Synthelabo ADS by 1.6667, the applicable ratio for each Aventis ADS in the revised U.S. offer, and then adding to that amount an amount in U.S. dollars equal to the cash portion of the exchange consideration of €20.00 for each Aventis ADS.

In calculating the implied equivalent value per Aventis ADS, amounts in euros have been translated into U.S. dollars at a rate of €1.00 = $1.2617, which was the Federal Reserve Bank of New York noon buying rate on January 21, 2004, at a rate of €1.00 = $1.2610, which was the Federal Reserve Bank of New York noon buying rate on January 23, 2004, at a rate of €1.00 = $1.1802, which was the Federal Reserve Bank of New York noon buying rate on April 23, 2004, and at a rate of €1.00 = $1.1937, which was the Federal Reserve Bank of New York noon buying rate on May 3, 2004, as applicable.



									Implied Equivalent
									Value per Aventis
	Sanofi-Synthelabo				Aventis				Security

	Ordinary				Ordinary				Ordinary
	Shares		ADSs		Shares		ADSs		Shares		ADSs
	(Euros)		(U.S. $)		(Euros)		(U.S. $)		(Euros)		(U.S. $)

January 21, 2004	€	60.00	$	38.11	€	53.80	$	68.50	€	70.00	$	88.75
January 23, 2004	€	57.75	$	37.01	€	57.55	$	73.00	€	68.13	$	86.90
April 23, 2004	€	55.95	$	32.83	€	66.25	$	79.76	€	66.63	$	78.32
May 3, 2004	€	52.80	$	31.00	€	63.25	$	75.21	€	64.00	$	75.54

The market prices of Sanofi-Synthelabo ordinary shares and Sanofi-Synthelabo ADSs and Aventis ordinary shares and Aventis ADSs are likely to fluctuate prior to the expiration date of these offers and cannot be predicted. We urge you to obtain current market information regarding Sanofi-Synthelabo ordinary shares and Sanofi-Synthelabo ADSs and Aventis ordinary shares and Aventis ADSs.

The following table presents, as of the same dates as the preceding table, the implied equivalent value per Aventis ordinary share in euros and the implied equivalent value per Aventis ADS in U.S. dollars, under the three mix and match elections. The implied equivalent value of the standard entitlement was calculated in the same manner as in the preceding table. The implied equivalent value of an Aventis ordinary share exchanged pursuant to a valid all stock election was calculated by multiplying the closing market price per Sanofi-Synthelabo ordinary share on Euronext Paris by 1.1739, the applicable exchange ratio for each Aventis ordinary share under the all stock election. The implied equivalent value of an Aventis ADS exchanged pursuant to a valid all stock election was calculated by multiplying the closing market price per Sanofi-Synthelabo ADS on the NYSE by 2.3478, the applicable exchange ratio for each Aventis ADS under the all stock election. The implied equivalent value of an Aventis ordinary share exchanged pursuant to a valid all cash election is fixed at €68.93. The implied equivalent value of an Aventis ADS exchanged pursuant to a valid all cash election was calculated by converting €68.93 into an amount in U.S. dollars at the applicable Federal Reserve Bank of New York noon buying rate on the relevant date.



	Implied Equivalent Value per Aventis Security, exchanged pursuant to:


	Standard
	Entitlement				All Stock Election				All Cash Election

	Ordinary				Ordinary				Ordinary
	Shares		ADSs		Shares		ADSs		Shares		ADSs
	(Euros)		(U.S. $)		(Euros)		(U.S. $)		(Euros)		(U.S. $)

January 21, 2004		€70.00		$88.75		€70.43		$89.47		€68.93		$86.97
January 23, 2004		€68.13		$86.90		€67.79		$86.89		€68.93		$86.92
April 23, 2004		€66.63		$78.32		€65.68		$77.08		€68.93		$81.35
May 3, 2004		€64.00		$75.54		€61.98		$72.78		€68.93		$82.28

SUMMARY SELECTED COMPARATIVE HISTORICAL

AND PRO FORMA PER SHARE DATA

The following tables set forth certain historical per share data for Sanofi-Synthelabo and Aventis as well as unaudited pro forma and equivalent pro forma combined per share data to reflect the combination of Sanofi-Synthelabo and Aventis. The pro forma adjustments are based upon available information and certain assumptions that Sanofi-Synthelabo believes are reasonable, including the assumptions that pursuant to the revised offers:

• all of the outstanding Aventis securities are exchanged for cash and Sanofi-Synthelabo securities, with a cash component of €20.00 and a share component valued at 0.8333 of a newly issued Sanofi-Synthelabo ordinary share for each Aventis security;

• all of the outstanding Aventis BSAs are purchased for cash in the revised French offer or the revised German offer, for aggregate consideration of €6 million;

• all of the outstanding Aventis stock options remain outstanding, and, at the termination of any transfer restriction period, each holder of an Aventis stock option will be able to exchange each Aventis ordinary share that is received as a result of the exercise of the option for 1.1739 Sanofi-Synthelabo ordinary shares, the same number of Sanofi-Synthelabo ordinary shares that a tendering holder would have been entitled to receive in the offers pursuant to an all stock election (assuming no proration and no reduction in respect of any dividend paid by Aventis); and

• the net cash consideration paid in the offers is financed by €15,595 million of new Sanofi-Synthelabo debt at an interest rate of 3.6%.

In addition, the pro forma adjustments reflect the sale to GlaxoSmithKline of Sanofi-Synthelabo’s interests in Arixtra® and Fraxiparine® on the terms announced on April 13, 2004, see “Recent Events — Sale of Arixtra® and Fraxiparine®”, as well as the disposal of Aventis Behring to CSL, which was completed on March 31, 2004. See Exhibit 99.3 to Aventis’s Form 6-K, dated April 30, 2004, which is incorporated into this prospectus supplement by reference.

The summary selected comparative historical and pro forma per share data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial condition of the combined entities that would have been achieved had the revised U.S. offer, the revised French offer and the revised German offer been completed during the periods presented, nor is the summary selected comparative historical and pro forma per share data necessarily indicative of the future operating results or financial position of the combined entities.

The summary selected comparative historical and pro forma per share data has been derived from and should be read in conjunction with the “Pro Forma Condensed Combined Financial Statements of Sanofi-Synthelabo and Aventis” and the related notes included in this prospectus supplement, and with the respective consolidated financial information of Sanofi-Synthelabo and Aventis as of and for the year ended December 31, 2003, which are incorporated by reference into this prospectus supplement. All amounts are stated in euros. This pro forma information is subject to risks and uncertainties, including those discussed under “Risk Factors — We have not been given the opportunity to conduct a due diligence review of the non-public records of Aventis. Therefore, we may be subject to unknown liabilities of Aventis which may have an adverse effect on our profitability and results of operations” and “Risk Factors — We have not verified the reliability of the Aventis information included in, or incorporated by reference into, this prospectus and, as a result, our estimates of the impact of consummation of the offers on the pro forma financial information in this prospectus supplement may be incorrect.”

The final allocation of the purchase price will be completed after the asset and liability valuations are finalized by Sanofi-Synthelabo’s management. There can be no assurance that the final allocation of the purchase price will not differ from the preliminary allocation.



	Sanofi-Synthelabo										Aventis

													Equivalent
			Pro Forma										Pro Forma
	Historical		Combined								Historical		Combined
	per		per					Pro Forma			per		per
	Ordinary		Ordinary			Historical		Combined			Ordinary		Ordinary
French GAAP	Share		Share			per ADS		per ADS			Share/ADS		Share/ADS


	(All data in euros)
Year Ended December 31, 2003
Net income		2.95		(2.64	)		1.48		(1.32	)		2.42		(2.20	)
Net income before non-recurring charges or credits directly attributable to the transaction (1)		N/A		1.21			N/A		0.60			N/A		1.01
Dividends (2)		0.84		0.84			0.42		0.42			0.70		0.70
Shareholders’ equity (3)		9.00		29.01			4.50		14.51			13.28		24.18

(1) Represents income (loss) before non-recurring charges or credits directly attributable to the acquisition, which differs from income (loss) from continuing operations before non-recurring charges or credits directly attributable to the acquisition which is required under Form F-4 and Article 11 of Regulation S-X, because “continuing operations” is not a defined concept under French GAAP. Income (loss) from continuing operations before non-recurring charges or credits directly attributable to the acquisition under U.S. GAAP is presented in Note 6.2 under “Notes to Unaudited Pro Forma Condensed Combined Financial Statements”.

(2) The Sanofi-Synthelabo pro forma dividends per share represent the historical per share dividends paid by Sanofi-Synthelabo during the year ended December 31, 2003 in respect of the previous year’s results.

(3) Represents shareholders’ equity as of December 31, 2003 under French GAAP, divided by the weighted average number of shares outstanding for the period.

EXCHANGE RATE INFORMATION

The following tables show, for the periods indicated, information concerning the exchange rate between the U.S. dollar and the euro. The average rates for the monthly periods presented in these tables were calculated by taking the simple average of the daily noon buying rates, as published by the Federal Reserve Bank of New York, which we refer to as the “noon buying rates.” The average rates for the interim periods and annual periods presented in these tables were calculated by taking the simple average of the noon buying rates on the last day of each month during the relevant period. This information is provided solely for your information, and we do not represent that euros could be converted into U.S. dollars at these rates or at any other rate. These rates are not the rates used by Sanofi-Synthelabo or Aventis in the preparation of their respective consolidated financial statements incorporated by reference into this prospectus supplement.

The data provided in the following table are expressed in U.S. dollars per euro and are based on noon buying rates published by the Federal Reserve Bank of New York for the euro. On January 23, 2004, the date immediately prior to the announcement of the original offers, the exchange rate between the U.S. dollar and the euro expressed in U.S. dollar per euro was €1.00 = $1.2610. On April 23, 2004, the date immediately prior to the announcement of the revised offers, the exchange rate between the U.S. dollar and the euro expressed in U.S. dollar per euro was €1.00 = $1.1802. On May 3, 2004, the most recent practicable date prior to the printing of this prospectus, the exchange rate was €1.00 = $1.1937. The data provided in the following table for the period prior to January 1999 are based on noon buying rates for the French franc converted into the euro at the fixed rate established by the European Council of Ministers of FF 6.55957 = €1.00.


	Period-end		Average
	Rate (1)		Rate (2)		High		Low

Recent Monthly Data
May 2004 (through May 3)	$	1.1937	$	1.1937	$	1.1937	$	1.1937
April 2004		1.1975		1.1989		1.2358		1.1802
March 2004		1.2092		1.2261		1.2431		1.2088
February 2004		1.2441		1.2640		1.2848		1.2426
January 2004		1.2452		1.2638		1.2853		1.2389
December 2003		1.2597		1.2298		1.2597		1.1956
November 2003		1.1995		1.1710		1.1995		1.1417
October 2003		1.1609		1.1714		1.1833		1.1596
September 2003		1.1650		1.1267		1.1650		1.0845
August 2003		1.0986		1.1155		1.1390		1.0871
July 2003		1.1231		1.1365		1.1580		1.1164
June 2003		1.1502		1.1674		1.1870		1.1423
May 2003		1.1766		1.1556		1.1853		1.1200
April 2003		1.1180		1.0862		1.1180		1.0621
Interim Period Data
Three months ended March 31, 2004	$	1.2292	$	1.2499	$	1.2853	$	1.2088
Nine months ended September 30, 2003		1.1650		1.1193		1.1870		1.0361
Six months ended June 30, 2003		1.1502		1.1144		1.1870		1.0361
Nine months ended September 30, 2002		0.9879		0.9293		1.0156		0.8594
Six months ended June 30, 2002		0.9856		0.9027		0.9885		0.8594
Annual Data (Year ended December 31,)
2003	$	1.2597	$	1.1411	$	1.2597	$	1.0361
2002		1.0485		0.9495		1.0485		0.8594
2001		0.8901		0.8909		0.9535		0.8370
2000		0.9388		0.9207		1.0335		0.8270
1999		1.0070		1.0588		1.1812		1.0016

(1) The period-end rate is the noon buying rate on the last business day of the applicable period.

(2) The average rates for the monthly periods were calculated by taking the simple average of the daily noon buying rates, as published by the Federal Reserve Bank of New York. The average rates for the interim periods and annual periods were calculated by taking the simple average of the noon buying rates on the last day of each month during the relevant period.

RISK FACTORS

In deciding whether to accept this revised U.S. offer, you should carefully consider the following risks that relate to the revised U.S. offer as well as the risk factors incorporated by reference into this prospectus supplement from Item 3.D of Sanofi-Synthelabo’s Annual Report on Form 20-F for the year ended December 31, 2003 and from Item 3 of Aventis’s Annual Report on Form 20-F for the year ended December 31, 2003, together with the other information contained in or incorporated by reference into this prospectus supplement. Any of these risks could have an adverse effect on our business, financial condition, results of operations or prospects, which could in turn affect the price of Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs.

The integration of the companies will present significant challenges that may result in the combined business not operating as effectively as expected or in the failure to achieve some or all of the anticipated benefits of the transaction.

The benefits and synergies expected to result from the revised offers will depend in part on whether the operations of Aventis can be integrated in a timely and efficient manner with those of Sanofi-Synthelabo. Sanofi-Synthelabo will face significant challenges in consolidating its functions with those of Aventis, and integrating the organizations, procedures and operations of the two businesses. The integration of Sanofi-Synthelabo and Aventis will be complex and time-consuming, and the managements of both companies will have to dedicate substantial time and resources to it. These efforts could divert management’s focus and resources from other strategic opportunities and from day-to-day operational matters during the integration process. Failure to successfully integrate the operations of Sanofi-Synthelabo and Aventis could result in the failure to achieve some or all of the anticipated benefits from the transaction, including synergies and other operating efficiencies, and could have an adverse effect on the business, results of operations, financial condition or prospects of Sanofi-Synthelabo after the transaction.

Even if Sanofi-Synthelabo consummates the revised offers, there may be a delay before Sanofi-Synthelabo can obtain control of the management of Aventis.

In order for Sanofi-Synthelabo to control the management of Aventis following successful completion of the revised offers, Sanofi-Synthelabo will need to take control of the supervisory board (conseil de surveillance) and the management board (directoire) of Aventis. Pursuant to Article L. 225-103, II, 4 of the French Commercial Code, if Sanofi-Synthelabo gains control of Aventis pursuant to the revised offers, Sanofi-Synthelabo may request the management board (directoire) of Aventis to convene a meeting of shareholders with an agenda which, among other things, will provide for the election of a new supervisory board (conseil de surveillance) and, if necessary, the dismissal of the existing management board (directoire) of Aventis. Under French law, the supervisory board (conseil de surveillance) could then appoint a new management board (directoire). In any event, shareholders’ meetings may be held no sooner than 30 days after the publication of a notice announcing the meeting in the Bulletin des Annonces Légales Obligatoires, or BALO, the French official legal gazette.

The value of the Sanofi-Synthelabo ordinary shares and the Sanofi-Synthelabo ADSs to be received by the holders of Aventis securities in the revised offers will fluctuate. The U.S. dollar value of the cash consideration you receive will vary depending on the euro/ U.S. dollar exchange rate.

Upon completion of the revised offers, unless you make a successful mix and match election, each Aventis ordinary share will be exchanged for 0.8333 of a Sanofi-Synthelabo ordinary share and €20.00 in cash, without interest, and each Aventis ADS will be exchanged for 1.6667 Sanofi-Synthelabo ADSs and an amount in U.S. dollars equal to €20.00, in cash, without interest. There will be no adjustment to the exchange ratios for changes in the market price of either Aventis ordinary shares or Aventis ADSs, on the one hand, or Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs, on the other. Accordingly, the market value of the Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs that holders of Aventis securities will receive upon completion of the revised offers will depend on the market value of Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs at the time of completion of the revised offers and could vary significantly from the market value of those securities on the date of this prospectus supplement. The market value of the Sanofi-Synthelabo ordinary shares and Sanofi-Synthelabo ADSs to be issued in the revised offers will also continue to

fluctuate after completion of the revised offers. For historical and current market prices of Sanofi-Synthelabo ordinary shares and Sanofi-Synthelabo ADSs, please refer to “Market Price and Dividend Data”. You should obtain current market quotations for Sanofi-Synthelabo ordinary shares and Sanofi-Synthelabo ADSs and for Aventis ordinary shares and Aventis ADSs.

The cash portion of the consideration that you will receive for your Aventis securities is determined in euros. As a result the value of this consideration in U.S. dollars will vary depending on the exchange rate between the euro and the U.S. dollar, which is expected to fluctuate between the date of this prospectus supplement and the date on which you will receive your cash consideration. Fluctuations in the exchange rate between the U.S. dollar and the euro will also affect the dollar equivalent of the euro price of Sanofi-Synthelabo ordinary shares traded on Euronext Paris, and, as a result, may affect the market price of the Sanofi-Synthelabo ADSs traded on the NYSE.

If you make an all stock or all cash election there can be no assurance that you will receive all your consideration in the form you elected or that your election will result in the same mix of consideration regardless of whether you tender your Aventis securities in the initial offer period or in the subsequent offering period, if any; in any event, you will not know the exact mix of consideration that you will receive until after the applicable expiration date and you are no longer able to withdraw your tender.

The revised U.S. offer includes a mix and match election feature whereby you may elect to receive only Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs, as applicable, or only cash in exchange for any or all of the Aventis securities that you tender. However, these elections will be satisfied in full only to the extent that offsetting elections have been made by other tendering holders of Aventis securities in the revised U.S. offer, the revised French offer and the revised German offer. To the extent that elections cannot be satisfied as a result of a lack of such off-setting elections, they will be subject to proration and allocation adjustments that will ensure that, in the aggregate (and subject to adjustment if Aventis approves any dividend or interim dividend having a payment or ex-dividend date before the settlement of the revised offers), 71% of the Aventis securities tendered in the revised U.S. offer, the revised French offer and the revised German offer will be exchanged for Sanofi-Synthelabo ordinary shares (including Sanofi-Synthelabo ordinary shares underlying Sanofi-Synthelabo ADSs) and 29% will be exchanged for cash. See “The Revised U.S. Offer — Mix and Match Election”.

Because the satisfaction of your election depends on the elections made by the other tendering holders of Aventis securities in the revised U.S. offer, the revised French offer and the revised German offer, there can be no assurance that you will receive all of your consideration in the form that you have elected. Also, because the mix and match allocations (including the proration procedures) will be applied separately to elections made with respect to Aventis securities tendered in the initial offer period and to elections made with respect to Aventis securities tendered in the subsequent offering period, if any, there can be no assurance that your election would result in the same mix of consideration regardless of whether you tender your securities in the initial offer period or in the subsequent offering period, if any. Finally, you will not know the mix of consideration that you will receive until after the offer period or subsequent offering period, as applicable, has expired and you are no longer able to withdraw your tender.

Compliance with conditions and obligations imposed in connection with regulatory approvals could adversely affect the businesses of Sanofi-Synthelabo and Aventis.

The proposed acquisition of the Aventis securities by Sanofi-Synthelabo will be reviewed by and require regulatory approvals from the European Commission, any member state of the European Union that has successfully sought jurisdiction to review the revised offers under its national competition law and the U.S. antitrust authorities. See “Regulatory Matters”. In order to obtain these regulatory approvals, Sanofi-Synthelabo may have to divest, or commit to divesting, certain of the businesses or products of Aventis and/or Sanofi-Synthelabo to third parties. In the alternative or in addition, in order to obtain the necessary regulatory approvals, Sanofi-Synthelabo may have to make other commitments to the European Commission and/or the U.S. antitrust authorities. These divestitures and other commitments, if any, may have an adverse effect on the business, results of operations, financial condition or prospects of Sanofi-Synthelabo after the transaction. Further, if Sanofi-Synthelabo does not complete any required divestiture, or provide commitments satisfactory to the U.S. Federal Trade Commission, or FTC, with respect to such a divestiture, before the expiration of the initial

thirty-day waiting period under the HSR Act, the FTC may issue a second request in order to extend the waiting period. See “Regulatory Matters — Competition and Antitrust — United States Hart-Scott-Rodino Antitrust Improvements Act of 1976”.

On April 13, 2004, Sanofi-Synthelabo announced that it had signed an agreement with GlaxoSmithKline regarding the divestment by Sanofi-Synthelabo, on a worldwide basis, of Arixtra®, Fraxiparine® and related assets, including the manufacturing facility located in Notre-Dame de Bondeville, France. See “Recent Developments — Sale of Arixtra® and Fraxiparine®”. On April 26, 2004, the European Commission announced that it had granted approval for the proposed acquisition of Aventis by Sanofi-Synthelabo, subject to certain conditions. These conditions require Sanofi-Synthelabo to divest or grant licenses for a number of products (in addition to Arixtra® and Fraxiparine®) which, in aggregate, generated approximately €320 million of revenues in the year ended December 31, 2003 (principally related to Campto®), representing approximately 1.3% of the pro forma combined sales of Sanofi-Synthelabo and Aventis for that period.

Jurisdictions throughout the world claim jurisdiction under their competition or antitrust laws in respect of acquisitions or mergers that have the potential to affect their domestic marketplace. A number of these jurisdictions may claim to have jurisdiction to review the transaction. Such investigations or proceedings may be initiated and, if initiated, may have an adverse effect on the business, results of operations, financial condition or prospects of Sanofi-Synthelabo after the transaction.

If the revised offers are successful, we will incur a substantial amount of debt to finance the cash portion of the consideration for the Aventis securities to be acquired, which debt could restrict our ability to engage in additional transactions or incur additional indebtedness.

In connection with our proposed acquisition of the Aventis securities, on April 24, 2004, we entered into a credit facility agreement that permits us to borrow up to €16,000 million. We may only borrow amounts under this credit facility if our revised offers for Aventis securities are successful. If the revised offers are successful, we expect to borrow a substantial amount under this credit facility, which we will use mainly to finance the cash portion of the consideration to be paid to holders of Aventis securities pursuant to the revised offers and to refinance certain debt of Aventis and its subsidiaries. The credit facility includes terms and conditions customary for agreements of this type, which could restrict our ability to engage in additional transactions or incur additional indebtedness. For more information on the terms and conditions of the credit facility, please see “Source and Amount of Funds”.

We have not been given the opportunity to conduct a due diligence review of the non-public records of Aventis. Therefore, we may be subject to unknown liabilities of Aventis which may have an adverse effect on our profitability and results of operations.

In commencing the original offers and determining the terms and conditions of the revised offers, we have relied solely and exclusively upon publicly available information relating to Aventis, including periodic and other reports for Aventis as filed with or furnished to the SEC on Form 20-F and Form 6-K, as well as Aventis’s 2003 document de référence, as filed with the AMF. We have not conducted an independent due diligence review of, nor had access to, any nonpublic information about Aventis. As a result, after the consummation of our revised offers, we may be subject to unknown liabilities of Aventis, which may have an adverse effect on our profitability, results of operations and financial position, which we might have otherwise discovered if we had been permitted by Aventis to conduct a complete due diligence review.

We have not verified the reliability of the Aventis information included in, or incorporated by reference into, this prospectus supplement and, as a result, our estimates of the impact of consummation of the revised offers on the pro forma financial information in this prospectus supplement may be incorrect.

In respect of information relating to Aventis presented in, or incorporated by reference into, this prospectus supplement, including all Aventis financial information, we have relied exclusively upon publicly available information, including information publicly filed by Aventis with securities regulatory authorities. Although we have no knowledge that would indicate that any statements contained in this prospectus supplement based upon

such reports and documents are inaccurate, incomplete or untrue, we were not involved in the preparation of such information and statements and, therefore, cannot verify the accuracy, completeness or truth of such information or any failure by Aventis to disclose events that may have occurred, but that are unknown to us, that may affect the significance or accuracy of any such information. Aventis has not provided representatives of Sanofi-Synthelabo with access to Aventis’s accounting records, and, therefore, we have not independently verified certain adjustments and assumptions with respect to Aventis’s financial information in preparing the pro forma financial information presented in this prospectus supplement. Any financial information regarding Aventis that may be detrimental to the combined entity and that has not been publicly disclosed by Aventis, or errors in our estimates due to the lack of cooperation from Aventis, may have an adverse effect on the benefits we expect to achieve through the consummation of the revised offers and may result in material inaccuracies in the pro forma financial information included in this prospectus supplement.

Consummation of the revised offers may result in adverse tax consequences to Sanofi-Synthelabo resulting from a change of ownership of Aventis.

We have not had access to information concerning Aventis’s tax situation. It is possible that the consummation of the revised offers may result in adverse tax consequences arising from a change of ownership of Aventis. The tax consequences of a change of ownership of a corporation can lead to an inability to carry-over certain tax attributes, including, but not limited to, tax losses, tax credits and/or tax basis of assets. In addition, the change of ownership may result in other tax costs not normally associated with the ordinary course of business. Such other tax costs include, but are not limited to, stamp duties, land transfer taxes, franchise taxes and other levies. The fact that Sanofi-Synthelabo is unaware of information relevant to a determination of the potential tax consequences and related costs represents an additional transaction risk.

Change of control provisions in Aventis’s agreements may be triggered upon Sanofi-Synthelabo’s acquisition of control of Aventis and may lead to adverse consequences for Sanofi-Synthelabo, including the loss of significant contractual rights and benefits, the termination of joint venture and/or licensing agreements or the need to renegotiate financing agreements.

Aventis may be a party to joint ventures, licenses and other agreements and instruments that contain change of control provisions that may be triggered when Sanofi-Synthelabo acquires control of Aventis upon the completion of the revised offers. Aventis has not provided us with copies of any of the agreements to which it is party and these types of agreement are not generally publicly available. Agreements with change of control provisions typically provide for, or permit the termination of, the agreement upon the occurrence of a change of control of one of the parties or, in the case of debt instruments, require repayment of all outstanding indebtedness. These provisions, if any, may be waived with the consent of the other party and Sanofi-Synthelabo will consider whether it will seek these waivers. In the absence of these waivers, the operation of the change of control provisions, if any, could result in the loss of significant contractual rights and benefits, the termination of joint venture agreements and licensing agreements or require the renegotiation of financing agreements.

In addition, employment agreements with members of the Aventis senior management and other Aventis employees may contain change of control clauses providing for compensation to be paid in the event the employment of these employees is terminated, either by Aventis or by those employees, following the consummation of the revised offers. These payments, if triggered, could be substantial and could adversely affect our results of operations in the period they become payable. For example, according to the Schedule 14D-9 that Aventis filed with the SEC on April 16, 2004, the cash amount payable under all the severance agreements for the seven members of the Aventis Management Board would be, in the aggregate, $40,672,864, calculated using the euro/U.S. dollar exchange rate as of March 3, 2004 of €1=$1.2189, assuming that the change of control and qualifying termination occur at such time that the work contracts end on December 31, 2004.

If the revised offers for Aventis securities are successful, but some Aventis securities remain outstanding, the existence of minority interests in Aventis following the revised offers may limit our ability to integrate and manage the assets and operations of the combined businesses and therefore reduce benefits that we could otherwise achieve.

The existence of minority interests in Aventis after the completion of the revised offers could impede the integration of our operations with those of Aventis and thereby make it more difficult to achieve the cost savings and other operating efficiencies or to realize the revenue and earnings growth that might otherwise be possible.

If the revised offers for Aventis securities are successful, but some Aventis securities remain outstanding, the liquidity and market value of the remaining Aventis securities held by the public could be adversely affected by the fact that they will be held by a smaller number of holders.

Depending upon the number of Aventis securities acquired pursuant to the revised offers, following the completion of the revised offers, the Aventis ADSs may no longer meet the requirements of the NYSE for continued listing. Moreover, to the extent permitted under applicable law and stock exchange regulations, Sanofi-Synthelabo intends to seek to cause the delisting of the Aventis ADSs on the NYSE, and, the delisting of the Aventis ordinary shares on Euronext Paris and the Frankfurt Stock Exchange.

If the NYSE were to delist the Aventis ADSs, or if Euronext Paris or the Frankfurt Stock Exchange were to delist the Aventis ordinary shares, the market for these Aventis securities could be adversely affected. Although it is possible that the Aventis ADSs and/or the Aventis ordinary shares would be traded in over-the-counter markets, such alternative trading markets may not occur. In addition, the extent of the public market for the Aventis ADSs and Aventis ordinary shares and the availability of market quotations would depend upon the number of holders and/or the aggregate market value of the Aventis ADSs and Aventis ordinary shares, remaining at such time, the interest in maintaining a market in the Aventis ADSs and Aventis ordinary shares, on the part of securities firms and the possible termination of registration of Aventis ADSs under the Exchange Act. If such registration is terminated, Aventis could cease filing periodic reports with the SEC, which could further impact the value of the Aventis ADSs. To the extent the availability of such continued listings or quotations depends on steps taken by Sanofi-Synthelabo or Aventis, Sanofi-Synthelabo or Aventis may or may not take such steps. Therefore, you should not rely on any such listing or quotation being available.

Because some existing holders of Sanofi-Synthelabo ordinary shares and Sanofi-Synthelabo ADSs are entitled to two votes for every share they hold, the percentage of the voting rights of Sanofi-Synthelabo that you will own immediately after the revised offers will be less than the percentage of the outstanding share capital of Sanofi-Synthelabo that you will own.

Under Sanofi-Synthelabo’s existing bylaws (statuts), holders of Sanofi-Synthelabo ordinary shares who hold their shares in the same registered name for at least two years have the right to two votes for every share thus held. Under the ADS depositary agreement, holders of Sanofi-Synthelabo ADSs who have held their Sanofi-Synthelabo ADSs in the same registered name for at least two years also have the right to double-voting rights. As a result, new purchasers of Sanofi-Synthelabo ordinary shares (including Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs), including holders of Aventis securities who tender their Aventis securities in the revised U.S. offer, the revised French offer or the revised German offer and receive Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs, will qualify to obtain double-voting rights only after holding those Sanofi-Synthelabo ordinary shares in the same registered name for two years. See “Description of Sanofi-Synthelabo Ordinary Shares — Voting Rights” in the prospectus dated April 9, 2004. As of December 31, 2003, 335,766,522 Sanofi-Synthelabo ordinary shares carried double-voting rights, representing approximately 45.8% of our outstanding share capital, approximately 49.2% of our outstanding share capital that is held by holders other than Sanofi-Synthelabo, and approximately 65.9% of our voting rights. If all of the Aventis securities are validly tendered and exchanged pursuant to the terms of the revised U.S. offer, the revised French offer and the revised German offer, the former holders, other than Aventis, of Aventis securities will own approximately 49% of our outstanding share capital (other than share capital held by Sanofi-Synthelabo) and approximately 39% of our voting rights and the current holders of Sanofi-Synthelabo securities, other than Sanofi-Synthelabo, will hold approximately 51% of our outstanding share capital and approximately 61% of our

voting rights. Similarly, the percentage of Sanofi-Synthelabo’s voting rights that you will own immediately after the revised offers will be less than the percentage of the outstanding share capital of Sanofi-Synthelabo that you will own and will be less than the percentage of Sanofi-Synthelabo’s voting rights owned by some existing Sanofi-Synthelabo shareholders who own the same number or fewer Sanofi-Synthelabo ordinary shares.

Sanofi-Synthelabo’s two largest shareholders will continue to own a significant percentage of the enlarged share capital and voting rights of Sanofi-Synthelabo immediately after the revised offers are completed.

If all of the Aventis securities are validly tendered and exchanged pursuant to the terms of the revised U.S. offer, the revised French offer and the revised German offer, immediately after the exchange, Total and L’Oréal, Sanofi-Synthelabo’s two largest shareholders, will own, on a diluted basis taking into account all in-the-money options that are exercisable as of the expected closing date, approximately 13.2% and approximately 10.6%, respectively, of the share capital (other than share capital held by Sanofi-Synthelabo) and approximately 21.1% and approximately 16.9%, respectively, of the voting rights in Sanofi-Synthelabo. Under the terms of a shareholders’ agreement, Total and L’Oréal have agreed to act in concert with respect to their shareholdings in Sanofi-Synthelabo and to certain restrictions on the transfer of their Sanofi-Synthelabo ordinary shares. On November 24, 2003, Total and L’Oréal amended the shareholders’ agreement so that it terminates on December 2, 2004 according to its terms, the parties having indicated that they do not intend to act in concert with respect to their shareholdings in Sanofi-Synthelabo as from that date. See “Recent Developments — Shareholders’ Agreement” in the prospectus dated April 9, 2004.

To the extent these shareholders maintain such level of shareholding and particularly if they act in concert, after the exchange, Total and L’Oréal will remain in a position to exert heightened influence in the election of the directors and officers of Sanofi-Synthelabo and in other corporate actions that require shareholders’ approval. Continued ownership of a large percentage of the share capital and voting rights of Sanofi-Synthelabo by these two principal shareholders, who are also members of the Sanofi-Synthelabo board of directors, particularly if they act in concert, may have the effect of delaying, deferring or preventing a future change in the control of Sanofi-Synthelabo and may discourage future bids for Sanofi-Synthelabo other than with the support of these shareholders.

Upon the termination of the existing shareholders’ agreement between those two shareholders, all of the Sanofi-Synthelabo ordinary shares owned by these shareholders will become available to be sold in the public market, subject to applicable laws and regulations. Sales of a substantial number of Sanofi-Synthelabo ordinary shares, or a perception that such sales may occur, could adversely affect the market price for Sanofi-Synthelabo ordinary shares and Sanofi-Synthelabo ADSs. See “Item 10. Additional Information — Share Capital — Shares Eligible for Future Sale” in Sanofi-Synthelabo’s Annual Report on Form 20-F for the year ended December 31, 2003, for a more detailed description of the eligibility of Sanofi-Synthelabo ordinary shares for future sale.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements made or incorporated by reference into this prospectus supplement are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Examples of such forward-looking statements include but are not limited to:

• projections of operating revenues, net income, net earnings per share, capital expenditures, 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;

• statements about our future economic performance or that of France, the United States or any other country in which we operate; and

• statements of assumptions underlying 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 these statements.

Forward-looking statements involve inherent risks and uncertainties. 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”, include but are not limited to:

• our ability to continue to expand our presence profitably in the United States;

• the success of our research and development programs;

• our ability to protect our intellectual property rights; and

• the risks associated with reimbursement of healthcare costs and pricing reforms, particularly in the United States and Europe.

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.

Forward-looking statements speak only as of the date they are made. Except as otherwise required by applicable law, we do not undertake any obligation to update them in light of new information or future developments.

Notwithstanding any statement in this prospectus supplement, the related prospectus dated April 9, 2004 or in any press release that Sanofi-Synthelabo has filed in connection with the revised U.S. offer, the revised French offer or the revised German offer and incorporated herein by reference, Sanofi-Synthelabo acknowledges that the safe harbor for forward-looking statements under Section 27A of the Securities Act and Section 21E of the Exchange Act, as added by the Private Securities Litigation Reform Act of 1995, does not apply to forward-looking statements made in connection with a tender offer.

RECENT DEVELOPMENTS

Dividends

On February 16, 2004, Sanofi-Synthelabo announced that the annual general meeting of Sanofi-Synthelabo shareholders would be asked to approve a dividend of €1.02 per share, an increase of 21.5% over the €0.84 per share paid in respect of 2002 results. On April 15, 2004, Sanofi-Synthelabo announced that, in accordance with a resolution adopted on February 13, 2004, at its meeting held on April 14, 2004, the board of directors of Sanofi-Synthelabo had decided to distribute an interim dividend of €0.97 per Sanofi-Synthelabo ordinary share to be paid on May 5, 2004. For further information, please see Sanofi-Synthelabo’s Report on Form 6-K, dated April 15, 2004, which is incorporated in this prospectus supplement by reference.

Sale of Arixtra® and Fraxiparine®

On January 7, 2004, Sanofi-Synthelabo announced that it had reached agreement with NV Organon to acquire all of Organon’s interests relating to Arixtra® (fondaparinux sodium), idraparinux and other oligosaccharides. For further information, please see Sanofi-Synthelabo’s Report on Form 6-K, dated January 8, 2004, which is incorporated in this prospectus supplement by reference.

On January 26, 2004, Sanofi-Synthelabo began a sales process to divest its interests in Arixtra® and Fraxiparine® in order to be able to respond to possible demands of the competition authorities. See “Risk Factors — Compliance with conditions and obligations imposed in connection with regulatory approvals could adversely affect the business of Sanofi-Synthelabo and Aventis”.

On April 13, 2004, Sanofi-Synthelabo announced that it had signed an agreement with GlaxoSmithKline, or GSK, regarding the divestment by Sanofi-Synthelabo, on a worldwide basis, of Arixtra®, Fraxiparine®, and related assets, including the manufacturing facility located in Notre-Dame de Bondeville, France. As part of this transaction, it was announced that GSK will assume responsibility for ongoing Arixtra® clinical trials. The closing of this divestiture transaction is conditioned on the successful completion of Sanofi-Synthelabo’s offer for Aventis as well as on obtaining the requisite clearances from EU and U.S. competition authorities. The purchase price to be paid by GSK in this transaction is €453 million and will be satisfied by GSK in cash upon completion. For further information, please see Sanofi-Synthelabo’s Report on Form 6-K, dated April 13, 2004, which is incorporated in this prospectus supplement by reference.

Aventis Litigation Relating to the French Offer

Pursuant to the agreement, dated April 25, 2004, between Aventis and Sanofi-Synthelabo, Aventis has agreed to withdraw all claims with prejudice currently pending against Sanofi-Synthelabo and the AMF in connection with the offers and to dismiss as soon as practicable the pending actions in the Court of Appeals of Paris against the AMF’s decisions to clear the terms of the original French offer and to grant a visa (n° 04-0090) on Sanofi-Synthelabo’s original French offer prospectus (note d’information). We expect that the dismissal will formally be ordered by the Court of Appeals of Paris at a hearing to be held on May 6, 2004.

Aventis Litigation Relating to the U.S. Offer

On April 19, 2004, Aventis filed a complaint in the United States District Court for the District of New Jersey alleging that the public filings and public statements of Sanofi-Synthelabo in connection with the original U.S. Offer violate Section 14(d) and Section 14(e) of the Exchange Act. See Aventis’s Report on Form 6-K, dated April 20, 2004.

Pursuant to the agreement, dated April 25, 2004, between Aventis and Sanofi-Synthelabo, Aventis has agreed to withdraw all claims with prejudice currently pending against Sanofi-Synthelabo and to dismiss all pending actions in the United States District Court for New Jersey. A stipulation requesting that the Judge dismiss the action and all claims with prejudice has been signed by both parties and delivered. We expect that the Judge will enter the order imminently.

Sanofi-Synthelabo’s 2004 First Quarter Sales

On April 22, 2004, Sanofi-Synthelabo announced its consolidated sales figures for the first quarter 2004. Sanofi-Synthelabo generated first quarter 2004 consolidated sales of €2,193 million, up 11.9% on a reported basis (up 18.4% on a comparable basis, excluding the effects of exchange rate fluctuation and changes in group structure). Sanofi-Synthelabo does not report earnings on a quarterly basis. For further information, please see Sanofi-Synthelabo’s Report on Form 6-K, dated April 22, 2004, which is incorporated in this prospectus supplement by reference.

Aventis 2004 First Quarter Results

On April 29, 2004, Aventis announced its consolidated group sales figures for the first quarter 2004. Aventis generated consolidated sales of € 3,946 million, compared to € 4,195 million in first quarter 2003, which included the consolidated sales from the therapeutic proteins business Aventis Behring, which was completely divested on March 31, 2004. Group net income was € 556 million in first quarter 2004, compared to € 202 million in first quarter 2003, while consolidated earnings per share were € 0.71 compared to € 0.25.

Agreement Between Aventis and Sanofi-Synthelabo to Create Sanofi-Aventis

On April 25, 2004, Sanofi-Synthelabo and Aventis entered into an agreement that provided, among other things, that Sanofi-Synthelabo would increase its offer consideration by €8.50, in cash, per Aventis ordinary share, including Aventis ordinary shares represented by Aventis ADSs, and the Supervisory Board of Aventis would recommend that holders of Aventis securities tender their Aventis securities into the improved offers. On the successful completion of the revised offers, the combined entity will be renamed Sanofi-Aventis. See “Background and Reasons for the Revised Offers — Past Contacts, Transaction, Negotiations and Agreements”.

European Commission Competition Approval

On April 26, 2004, the European Commission announced that it had approved the proposed acquisition of Aventis by Sanofi-Synthelabo, subject to certain conditions. These conditions require Sanofi-Synthelabo to divest or grant licenses for a number of products (in addition to Arixtra® and Fraxiparine®) which, in aggregate, generated approximately €320 million of revenues in the year ended December 31, 2003 (principally related to Campto®), representing approximately 1.3% of the pro forma combined sales of Sanofi-Synthelabo and Aventis for that period. These required divestitures and licenses are described in the Commission’s press release, dated April 26, 2004. For further information, see “Regulatory Matters — Competition and Antitrust — European Union competition laws”.

Postponement of General Meetings of Shareholders

On April 29, 2004, Aventis confirmed that it has decided to postpone the annual general meeting of Aventis shareholders previously scheduled for May 19, 2004. No new date for this meeting has been scheduled. As a result, the proposed record and payment dates for the Aventis 2003 dividend are no longer valid and will be rescheduled in accordance with the new date for the annual general meeting. A public announcement will be made once a new date has been chosen for the annual general meeting.

On May 3, 2003, the board of directors of Sanofi-Synthelabo decided to postpone the general meeting of Sanofi-Synthelabo shareholders originally scheduled for May 24, 2004. The meeting will be rescheduled to take place no later than five trading days before the expiration date of the revised offers and, to the extent possible, after the meeting of Aventis shareholders. The postponement does not affect the proposed arrangements for the payment of the 2003 dividend to Sanofi-Synthelabo shareholders. For further information, please see Sanofi-Synthelabo’s Report on Form 6-K, dated May 4, 2004, which is incorporated in this prospectus supplement by reference.

AMF Clearance Decision

On May 4, 2004, the AMF announced (Decision et Information n° 204C0579) that it had examined the terms of the revised French offer and declared it “recevable”, meaning that the AMF has cleared the terms of the revised French offer as complying with applicable French tender offer rules. In its clearance decision, the AMF announced that the expiration date of the French offer would be fixed after the recommendation statement (note d’information en reponse) of Aventis had received its visa and after the AMF had reviewed the withdrawal of the proceedings before the Court of Appeals of Paris, taking into account the commitments made by the AMF at the hearing relating to the request for a suspension of the AMF’s previous decisions. See “Background and Reasons for the Offers — Background of the Offers” in the prospectus dated April 9, 2004. The AMF also confirmed that it had agreed to set the expiration date for the revised French offer such that the revised French offer, the revised German offer and the revised U.S. offer would expire at the same time. In addition, the AMF decided to declare the previous tenders of Aventis securities in the initial offers to be null and void. See “The Revised U.S. Offer — Grounds for Withdrawing the Revised Offers; Return of Tendered Securities”.

BACKGROUND AND REASONS FOR THE REVISED OFFERS

Background of the Revised Offers

This chronology of the background to the revised offers should be read in conjunction with, and as a supplement to, the section entitled “Background of the Offers” in the prospectus dated April 9, 2004.

On April 8, 2004, Mr. Dehecq made a presentation regarding the proposed acquisition of Aventis by Sanofi-Synthelabo in Strasbourg to the Group Council of Aventis (le comité de groupe d’Aventis), the representative body of Aventis’s French employees constituted pursuant to Article 439-1 of the French Labor Code.

On April 9, 2004, the proposed resolutions for the upcoming general meeting of Aventis shareholders were published in the Bulletin des Annonces Légales Obligatoires, or BALO, the French official legal gazette.

On April 9, 2004, the SEC declared effective the registration statement on Form F-4, which included a form of the prospectus dated April 9, 2004, a final version of which was filed on April 12, 2004, under Rule 424(b) under the Securities Act.

On April 12, 2004, Sanofi-Synthelabo filed with the SEC its tender offer statement on Schedule TO and commenced the U.S. offer. On that same day, Sanofi-Synthelabo began to deliver the prospectus, dated April 9, 2004, and the related U.S. offer documents, to holders of Aventis securities eligible to participate in the U.S. offer.

On April 15, 2004, Sanofi-Synthelabo announced that in accordance with a resolution adopted on February 13, 2004, at its meeting held on April 14, 2004, the board of directors of Sanofi-Synthelabo had decided to distribute an interim dividend of €0.97 per Sanofi-Synthelabo ordinary share to be paid on May 5, 2004. For further information see “Recent Developments — Dividends”.

On April 15, 2004, Mr. Landau sent a letter to Mr. Dehecq in reply to Mr. Dehecq’s letter, dated April 5, 2004, which had reflected concerns regarding Aventis’s publicity campaign of systematically denigrating Sanofi-Synthelabo and certain of its products, in particular Plavix®. Mr. Landau’s letter rejected the charge that Aventis had engaged in a campaign of systematically denigrating Sanofi-Synthelabo and its products. Mr. Landau asserted that Aventis’s actions had been motivated by a duty to inform holders of Aventis securities about the possible risks associated with the offers.

On April 16, 2004, Aventis filed with the SEC its recommendation statement on Schedule 14D-9, in which Aventis recommended that the holders of Aventis securities eligible to participate in the U.S. offer should not tender their Aventis securities in the U.S. offer.

On April 19, 2004, the AMF announced that it would announce its decision on April 23, 2004 regarding the legality of the warrants to subscribe for additional Aventis ordinary shares (bons de souscription d’actions) that Aventis has proposed for approval at the upcoming general meeting of Aventis shareholders. Pursuant to their proposed terms, these warrants, which we refer to as the Plavix® warrants, would become exercisable under certain conditions, including in the event that the offers are successful and that a generic version of Plavix® is introduced on the U.S. market on or before 2007.

On April 19, 2004, Aventis filed a complaint in the United States District Court for the District of New Jersey alleging that the public filings and public statements of Sanofi-Synthelabo in connection with the U.S. offer violate Section 14(d) and Section 14(e) of the Exchange Act. For further information see “Recent Developments — Litigation Relating to the U.S. Offer”.

On April 21, 2004, Aventis announced that in order to satisfy any potential concerns regarding the principle of free and fair competition in bid situations, Aventis has informed the AMF that the draft resolution to be presented to the general meeting of Aventis shareholders, scheduled for May 19, 2004, that contemplates the

issuance of the Plavix® warrants would provide for the cancellation of the issuance of those warrants in the event that a competing offer to that of Sanofi-Synthelabo is declared admissible by the AMF. On April 22, 2004, Novartis AG issued a press release announcing its results for the first quarter of 2004. That press release also stated that: “the Board of Directors of Novartis has decided to accept the offer of the Aventis Supervisory Board to negotiate conditions for a potential business combination. No assurances can be given that an agreement can be reached.”

On April 22, 2004, Sanofi-Synthelabo announced its consolidated sales figures for the first quarter of 2004. See “Recent Developments — 2004 First Quarter Sales”.

On the afternoon of April 22, 2004, Mr. Dehecq and Mr. Landau met for the first time since the public announcement of the offers to discuss in general terms the possibility of an agreed offer by Sanofi-Synthelabo for Aventis, pursuant to which Sanofi-Synthelabo would make an improved offer and Aventis would recommend that offer to its shareholders. At this meeting, there was no discussion or negotiation of the amount by which Sanofi-Synthelabo would or should increase its offer. The meeting concluded with Mr. Dehecq and Mr. Landau agreeing to continue the discussions the next day.

On April 23, 2004, the AMF issued a press release announcing its decision regarding the Plavix® warrants and concluding “that the issuance of the warrants contemplated by Aventis is not consistent with the principles that regulate the orderly conduct of public tender offers.” Among other things, the press release stated that:

[The AMF] takes note, moreover, that the warrants, apparently intended to cover the Plavix® risk, already known by the market, could be exercised even though this risk has not materialized and could be cancelled even though this risk continues.

[The AMF] believes that the issuance of the warrants in reality constitutes an indirect method of unilaterally raising the price offered by the bidder which creates an ambiguous situation with respect to the bidder’s control of its offer terms and an uncertainty with respect to the well-ordered conduct of the offer procedures of which the AMF is the caretaker.

While the AMF reaffirms the principle according to which defensive measures against a public tender offer may be adopted during the pendency of an offer by a general meeting of shareholders convened for that purpose, the AMF believes that it would not be able to accept devices intended only to act in opposition to one of the possible participants and the use of which would be likely to provoke a sequence of reactions creating great disorder for the market.

For this reason the AMF considers that the plan to issue warrants in the manner set forth in the draft resolution contemplated by the Management Board and the Supervisory Board of Aventis, of which it takes notice, is inconsistent with the principles that regulate the orderly conduct of public tender offers and that the AMF has the responsibility to enforce.

On April 23, 2004, Mr. Dehecq, Mr. Lindsay Owen-Jones, a member of the Sanofi-Synthelabo board of directors and Chairman and Chief Executive Officer of L’Oréal, and Mr. Thierry Desmarest, a member of the Sanofi-Synthelabo board of directors and Chairman and Chief Executive Officer of Total, on the one hand, met with Mr. Landau, Mr. Jürgen Dormann, Chairman of the Aventis Supervisory Board and Mr. Jean-René Fourtou, Vice Chairman of the Aventis Supervisory Board, on the other hand. At this meeting the parties continued to discuss the possibility of an agreed transaction. At this meeting, there was no discussion or negotiation of the amount by which Sanofi-Synthelabo would or should increase its offer.

On April 23 and April 24, 2004, various advisors and representatives of Sanofi-Synthelabo had contacts and discussions with various advisors and representatives of Aventis to explore the possibility of an agreed transaction.

The foregoing discussions generally covered the following material topics: the possible name of the combined company; the corporate governance of the combined company, including the composition of its board of directors; its standing board committees and its management committee (Comité de direction); termination policies and severance arrangements; arrangements for the treatment of Aventis stock options and the warrants

issued to German employees; and the ongoing commitment of the combined company to maintain the manufacturing and research facilities of Aventis located in Frankfurt, Germany.

On April 24, 2004, the Sanofi-Synthelabo board of directors (conseil d’administration) held a meeting in Paris, France, at which all of the members of the Sanofi-Synthelabo board of directors were present, except for Pierre Gilles de Gennes. Certain members of Sanofi-Synthelabo’s senior management were present and representatives of Sanofi-Synthelabo’s financial and legal advisers were available to answer questions raised by the Sanofi-Synthelabo board of directors. Mr. Dehecq presided at the meeting. The meeting received presentations confirming the strategic rationale for the proposed acquisition of Aventis, providing an update on the progress of the offers to date and the likely future timetable for the offers, and setting forth the proposed terms and conditions for the revised offers. The Sanofi-Synthelabo board of directors also reviewed the regulatory considerations, including European and U.S. antitrust matters, of the revised offers. The Sanofi-Synthelabo board of directors also received an update on the discussions and contacts that had taken place over the previous two days with representatives and advisors of Aventis with respect to the possibility of an agreed transaction between Sanofi-Synthelabo and Aventis. Following extensive discussion and deliberation, the Sanofi-Synthelabo board of directors voted unanimously:

• to approve the terms of the credit agreement negotiated in connection with the revised offers and to authorize Mr. Dehecq (with full powers of delegation) to negotiate and execute the definitive credit agreement and any related, necessary or useful agreements or contracts and generally to take all actions necessary or desirable in order to put in place the credit facility (in accordance with French law, Mr. Owen-Jones, who is also a member of the board of directors of BNP Paribas, recused himself from this vote);

• to approve the guarantee that may be granted by Sanofi-Synthelabo, in connection with the above credit agreement, with respect to the obligations of its subsidiaries that become borrowers under such credit agreement, for an amount equal to the principal amount able to be borrowed under tranche C of the credit facility (plus an amount of 15% of such principal amount to cover interest, fees and other related charges) and to authorize Mr. Dehecq (with full power of delegation) to negotiate and execute the final guarantee and any related, necessary or useful agreements or contracts and generally to take all actions necessary or desirable in relation to this matter (in accordance with French law, Mr. Owen-Jones, who is also a member of the board of directors of BNP Paribas, recused himself from the vote); this authorization was given in addition to the one given on December 10, 2003 but replaced the authorization given on January 25, 2004 in relation to the guarantee related to the credit facility entered into by Sanofi-Synthelabo on January 25, 2004;

• to approve (1) the revised offers on the terms and conditions set forth in this prospectus supplement, (2) the drafts of the revised offer documentation relating to the revised French offer and the revised U.S. offer, (3) the draft information notice required to be published under regulation n° 2002-04 of the COB (communiqué) and (4) the revised letter of engagement between Sanofi-Synthelabo and Merrill Lynch and to authorize Mr. Dehecq (with full powers of delegation) to file the improved offer, to take all necessary steps (including negotiations with the target on the basis agreed by the board of directors) and to negotiate and execute any necessary documents (including filing the necessary documentation with governmental and administrative authorities in various countries in connection with the revised offers) and generally to take all necessary actions to effect the revised offers;

• to approve the terms of a revised letter of engagement between Sanofi-Synthelabo and BNP Paribas and to authorize Mr. Dehecq (with full powers of delegation) to negotiate and execute the definitive letters of engagement and any related agreements (in accordance with French law, Mr. Owen-Jones, who is also a member of the board of directors of BNP Paribas, recused himself from this vote);

• to supplement the agenda and the draft resolutions to be put to the general meeting of Sanofi-Synthelabo shareholders on May 24, 2004 (as well as the notice of that meeting) so as to

include the additional resolution (number 27) necessary to increase the capital of Sanofi- Synthelabo through the issuance of the number of new ordinary shares to be issued in exchange for the Aventis ordinary shares tendered in the revised offers (a draft of which resolution was reviewed by the board), it being understood that no vote would be taken on this resolution at the meeting of Sanofi-Synthelabo shareholders on May 24, 2004 except in the case that Sanofi- Synthelabo had received satisfactory assurances that the Aventis resolution relating to the issuance of the Plavix® warrants and/or the Plavix® warrants themselves had been withdrawn, cancelled or become null and void. In the case that no such assurance had been received, the board authorized Mr. Dehecq to ensure that a vote would be taken on this resolution at another general meeting of Sanofi-Synthelabo shareholders to be held no later than five trading days before the expiration date of the revised offers;

• to amend the report of the board of directors to be presented to the shareholders’ meeting on May 24, 2004;

• to establish a special ad hoc committee of the board of directors, composed of Mr. Dehecq, René Barbier de la Serre, Robert Castaigne, Christian Mulliez, and Gérard Van Kemmel and to authorize this committee to finalize the official extract of the minutes (l’extrait du procès-verbal) of the meeting of the Sanofi-Synthelabo board of directors; and

• to authorize Mr. Dehecq (with full powers of delegation) to execute all documents and to take all action necessary to give effect to the revised offers.

On the morning of April 25, 2004, pursuant to the authorization to negotiate granted by the Sanofi-Synthelabo board of directors, Mr. Dehecq faxed a letter to Mr. Landau together with an executed agreement setting out the terms on which Sanofi-Synthelabo was willing to make an improved offer for Aventis; provided, among other things, that the Supervisory Board of Aventis agree to recommend that all holders of Aventis ordinary shares and Aventis ADSs tender their Aventis securities into the revised offer. The main terms of this agreement had been reviewed by the Sanofi-Synthelabo board of directors at its meeting on April 24, 2004. Mr. Dehecq’s letter stated that Sanofi-Synthelabo’s enclosed agreement to make an improved offer would expire unless agreed to in writing by the Management Board and the Supervisory Board of Aventis by 10:00 p.m. on April 25, 2004. The letter and the proposed agreement generally covered the topics set forth in the description of the agreement in its final form, see “— Past Contacts, Transaction, Negotiations and Agreements” immediately below. The letter and the proposed agreement were the first communication between Sanofi-Synthelabo and Aventis concerning the specific price terms on which Sanofi-Synthelabo was prepared to make the revised offers.

Throughout the day on April 25, 2004, various representatives and advisors of Sanofi-Synthelabo had contacts and discussions with various representatives and advisors of Aventis, generally related to the terms and conditions of an improved offer by Sanofi-Synthelabo to be recommended by the Aventis Supervisory Board and the final terms of the proposed agreement between Sanofi-Synthelabo and Aventis.

In the afternoon of April 25, 2004, the Aventis Supervisory Board met. At the end of that meeting, Aventis communicated to Sanofi-Synthelabo that the Aventis Supervisory Board had concluded that Sanofi-Synthelabo’s revised offers were in the interest of the Company, its shareholders and employees and that the Aventis Supervisory Board, therefore, had authorized the Management Board of Aventis to execute the agreement between Aventis and Sanofi-Synthelabo and that the Aventis Supervisory Board was recommending that Aventis shareholders tender their Aventis shares in the revised offers.

Following the meeting of the Aventis Supervisory Board, representatives of Sanofi-Synthelabo and Aventis negotiated the definitive agreement between the companies, and Sanofi-Synthelabo and Aventis executed the definitive agreement.

On April 26, 2004, Sanofi-Synthelabo filed its revised French offer documentation with the AMF, and the AMF published the material terms of the revised French offer in an official notice (avis de dépôt n 204C0545).

On April 26, 2004, Sanofi-Synthelabo publicly announced the revised offers by issuing a press release that stated (most footnotes and annex omitted):

Following an agreement reached between the two groups, Sanofi-Synthelabo (Paris: SAN, NYSE: SNY) announces a friendly improved offer for Aventis. This improved offer has been filed today in Paris and will be filed over the next few days in the United States and Germany.

Sanofi-Synthelabo’s offer, which creates value for all shareholders, offers a very attractive premium to Aventis shareholders and is immediately accretive to adjusted net earnings for Sanofi-Synthelabo shareholders.

This offer was unanimously approved by the Board of Directors of Sanofi-Synthelabo on April 24, 2004 and is fully supported by Total and L’Oréal, Sanofi-Synthelabo’s two principal shareholders, who, in view of the agreement, will approve the corresponding increase in share capital.

The offer was approved on April 25, 2004 by the Management Board and by the Supervisory Board of Aventis, which recommends that Aventis shareholders tender their shares into Sanofi-Synthelabo’s offer.

Sanofi-Synthelabo is delighted by the agreement reached with Aventis, which achieves a friendly business combination between two companies to create the third largest pharmaceutical group in the world, and the number one in Europe. It will be led by Jean-François Dehecq, with a management team drawn equally from both groups, respecting the cultures of each, with a strong presence in France and Germany. The strategic project presented by Sanofi-Synthelabo will thus be implemented.

Main Terms of the Agreement

The agreement will be made public in its entirety.

Besides the financial elements of the offer and the recommendation of the Supervisory Board of Aventis, it covers the following main points:

• Company name: SANOFI-AVENTIS

• Board of Directors: the Board will be composed of 17 members, of which Jean-François Dehecq, Chairman and Chief Executive Officer, 8 members chosen by Aventis and 8 members chosen by Sanofi-Synthelabo. In addition to the three existing board committees (Audit, Remuneration, Scientific), a Strategic Committee will be created. These committees will have equal representation.

• Management Committee: the management Committee will be chaired by Jean-François Dehecq who will nominate an equal number of persons selected from Sanofi-Synthelabo and Aventis.

• Withdrawal of the proposed resolutions to the annual general meeting of shareholders of Aventis relating to the Plavix® warrants and to the limitation of voting rights and withdrawal of all legal proceedings.

Terms of the Offer

• «Standard entitlement»: 5 Sanofi-Synthelabo shares and €120 in cash for 6 Aventis shares,

• All-stock election: 1.1739 Sanofi-Synthelabo shares for each Aventis share,

• All-cash election: €68.93 in cash for each Aventis share

• Aventis shareholders are free to choose one or other election, or a combination of different elections. However, the all-stock election and the all-cash election will be adjusted and prorated such that, in aggregate, the consideration offered shall always be 71% in shares and 29% in cash.

The offer is subject to the condition that shares representing more than 50% of the share capital and voting rights of Aventis are tendered, on a fully diluted basis.

The improved offer will not be subject to the condition precedent of the expiration or termination of the applicable waiting period under the US Hart-Scott-Rodino Antitrust Improvements Act and no order being entered prohibiting the transaction.

The extraordinary meeting of Sanofi-Synthelabo shareholders will be convened on May 24, 2004 for the purpose of approving the issuance of the Sanofi-Synthelabo shares to pay for the Aventis shares tendered in the offer.

On April 26, 2004, Aventis issued a press release that stated:

On April 25, 2004, Aventis and Sanofi-Synthelabo agreed on a substantially improved offer as well as a balanced governance structure. After reviewing this new offer, the Management Board and the Supervisory Board decided to recommend this offer to Aventis shareholders. This decision was based on a majority of 13 members, with two opposing votes by employee representatives and an abstention by the representative of Kuwait Petroleum Corporation, Mrs. Seham Razzouqi. All members of the Aventis Supervisory Board were present or represented.

Igor Landau, Chairman of the Management Board, said: “We are pleased to have reached an agreement that recognizes the value of Aventis from a financial standpoint as well as the talent and expertise of our employees. By being equally represented in the management of Sanofi-Aventis, this agreement provides the necessary conditions for the success and development of the new group.”

Terms of the Offer

Under the revised offer terms, Sanofi-Synthelabo offers:

• 0.8333 of a newly issued Sanofi-Synthelabo ordinary share and a cash compensation of €20 for each Aventis ordinary share tendered (2003 dividend attached), and

• 1.6667 newly issued Sanofi-Synthelabo ADSs and a cash compensation of €20 for each Aventis ADS.

The offer consists of 71% Sanofi-Synthelabo shares and 29% cash.

This improved offer would value one Aventis share at €68.93 based on the unaffected share price of Sanofi-Synthelabo (one month-average) prior to the launch of their initial offer on January 26, 2004, which valued Aventis with €60.43 per share.

The improved offer values Aventis in total at €55.3 billion compared to €48.5 billion for the initial offer.

Principles for the new combined company

The combined company will operate and function under the following principles:

• the name of the new group will be Sanofi-Aventis

• the Board of Directors will be made up of 17 members: Jean-Francois Dehecq, Chairman and CEO (President Directeur General), eight members selected by the Aventis Supervisory Board, including the Vice-Chairman of the board of directors, who will be a German representative, and eight members selected by the Sanofi-Synthelabo board of directors;

• the Board of Directors of the combined company will appoint four committees (Strategic Committee, Compensation and Nomination Committee, Audit Committee and Scientific Committee) which will consist of an equal number of Aventis and Sanofi-Synthelabo directors, two of such committees being chaired by a director designated by Aventis and two being chaired by a director designated by Sanofi-Synthelabo;

• a Comité de Direction will include an equal number of persons from Aventis and Sanofi-Synthelabo selected by Mr. Jean-Francois Dehecq as Chairman;

• an integration committee consisting of an equal number of members selected from Aventis and Sanofi-Synthelabo and Mr. Jean-Francois Dehecq as Chairman, will oversee the integration of the two companies and select the managers of the combined group.

Reasons for Recommending the Offer

The Supervisory Board determined that:

• the terms of the improved offer reflect a substantial increase in the premium offered to Aventis shareholders which is now in line with comparable transactions based on various valuation methods;

• compared to Sanofi-Synthelabo’s initial offer, the improved terms reflect adequately the expected growth potential of Aventis in the next few years and its expected contribution to the results and growth of the combined group;

• the governance rules and contemplated integration processes, as defined in the proposed agreement, should allow a successful and fair integration between the two companies;

• the status of the review and negotiation with the antitrust authorities in Europe and in the U.S., indicate that Sanofi-Synthelabo’s commitments to secure approval should not significantly impact the growth profile of the combined group; and

• Sanofi-Synthelabo has assured Aventis that the disclosure in its Registration Statement on US Form F-4 regarding the Plavix litigation is true and correct in all material respects and that there are no material omissions from that disclosure that make such disclosure misleading;

• completion of the transaction can be reasonably expected in a short time frame.

Aventis to withdraw outstanding litigation and specific resolutions from Aventis Annual General Meeting

Aventis will withdraw all claims against Sanofi-Synthelabo and the Autorite des Marches Financiers in connection with Sanofi-Synthelabo’s offer, and will withdraw the resolutions relating to the issuance of Plavix warrants and the limitation of voting rights from its Annual General Meeting, for which a new date will be scheduled.

On April 22, 2004, Novartis accepted the offer of the Aventis Supervisory Board to negotiate the conditions of a potential business combination. During the course of these negotiations, Aventis invited Novartis to submit an offer for consideration by the Supervisory Board. Novartis indicated that it would not be prepared to submit a bid, unless the Supervisory Board first rejected any improved offer from Sanofi-Synthelabo. Aventis has not received any offer from Novartis.

On April 26, 2004, Total issued a press release that stated:

Sanofi-Synthélabo has just announced an increased, friendly offer for the shares of Aventis, following an original public offer announced January 26.

Total has approved this increased, friendly offer and in light of agreements will approve the capital increase that will be put to the vote of the general shareholders meeting of Sanofi-Synthélabo.

Total congratulates the decision of the Supervisory Board of Aventis to recommend this offer to its shareholders.

Total considers that this combination, as now recommended, should facilitate implementation of synergies.

The combination of the two groups will permit the creation of the number one player in the pharmaceutical industry in Europe and number three on a worldwide level.

On April 26, 2004, L’Oréal issued a press release in French that stated, in translation:

L’Oréal has fully approved Sanofi-Synthelabo’s proposed offer for Aventis announced today and will approve the increase in share capital that will be submitted to a general meeting of Sanofi-Synthelabo shareholders.

L’Oréal is delighted by the friendly character of this offer, the spirit of which should facilitate the combination between the two groups and the success of the new entity, Sanofi-Aventis. This transaction has been recommended by the Supervisory Board and the Management Board of Aventis.

This transaction will permit the creation of a new and important global player in the pharmaceutical industry.

As announced on January 26, 2004, L’Oréal intends to keep its shares and will reflect its share of the dividends paid by Sanofi-Synthelabo in its income statement.

On April 26, 2004, the European Commission announced that it had approved Sanofi-Synthelabo’s proposed acquisition of Aventis, subject to certain conditions. For further information, see “Recent Developments — European Commission Competition Approval”.

Past Contacts, Transactions, Negotiations and Agreements


	*Agreement, dated April 25, 2004, between Aventis and Sanofi-Synthelabo*

The following is a summary of the main terms of the Agreement, dated April 25, 2004, between Aventis and Sanofi-Synthelabo. The following summary is qualified by reference to the complete text of the Agreement, which has been filed as an exhibit to the registration statement of which this prospectus supplement forms a part and is incorporated in this prospectus supplement by reference.

Revised Offers. Sanofi-Synthelabo agreed to make an improved offer having the financial terms and other terms and conditions set forth in this prospectus supplement. Sanofi-Synthelabo also agreed (i) not to decrease the minimum tender condition in the revised offers or in any subsequent recommended offer, (ii) not to include an antitrust condition in the revised offers and (iii) to file the necessary documentation for the revised offers with the appropriate regulatory authorities as promptly as practicable.

Aventis Supervisory Board Recommendation. As a condition precedent to the revised offers, the Aventis Supervisory Board determined that the revised offers were in the interests of Aventis, its shareholders and its employees and has recommended that all holders of Aventis securities tender those securities in the revised offers. Aventis agreed to issue a press release announcing its recommendation and stating that a majority of the members of the Aventis Supervisory Board have agreed to tender all their Aventis securities in the revised offers. The Aventis press release will also state that the Aventis Supervisory Board has agreed to reschedule the Aventis Annual General Meeting in the manner set forth below. Aventis has agreed to file the necessary documentation for the Aventis Supervisory Board’s recommendation of the revised offers with the appropriate regulatory authorities as promptly as practicable.

Company Name. Subject to the approval of Sanofi-Synthelabo shareholders at a duly called general meeting (which Sanofi-Synthelabo will use all reasonable efforts to call and which will in any event take place prior to the completion of the revised offers), Sanofi-Synthelabo will change its name to “Sanofi-Aventis”, effective immediately following the completion of the revised offers. The worldwide working languages of the combined entity after the completion of the revised offers will be French and English.

Board of Directors; Committees. After the successful completion of the revised offers, the Sanofi-Synthelabo board of directors (conseil d’administration) will be composed of 17 persons, including Mr. Dehecq, as chairman and chief executive officer, 8 directors selected by the Aventis Supervisory Board (“Aventis Directors”), and 8 directors selected by the Sanofi-Synthelabo board of directors (“Sanofi-Synthelabo Directors”). The vice chairman of the board will be a German Aventis Director. The Sanofi-Synthelabo board of directors will include employee representatives as non-voting members. Immediately following the successful completion of the revised offers and subject to the approval of Sanofi-Synthelabo shareholders at a duly called general meeting (which Sanofi-Synthelabo will use all reasonable efforts to call and which will in any event take place prior to the completion of the revised offers), Sanofi-Synthelabo will provide for the tenure of members of the board of directors to be four years. After the successful completion of the revised offers, and subject to the requirements of applicable law and stock exchanges, and with the aim to comply with best corporate governance practices, the Audit, Remuneration and Nominating and Scientific Committees of the Sanofi-Synthelabo board of directors will be composed of an equal number of Aventis Directors and Sanofi-Synthelabo Directors. In addition, Sanofi-Synthelabo will form a Strategic Committee that will consist of an equal number of Aventis Directors and Sanofi-Synthelabo Directors. Sanofi-Synthelabo Directors will be president of two of the foregoing committees and Aventis Directors will be president of the other two foregoing committees.

Integration Committee. An Integration Committee, chaired by Mr. Dehecq will be established as soon as practicable to oversee the integration of the two companies’ operations. The selection of managers of the combined company will be based upon criteria to discern the “best of the best” for the conduct of the ongoing operations of the combined enterprise.

Comité de Direction. A Management Committee (Comité de Direction) will be established, chaired by Mr. Dehecq and composed of equal numbers of Sanofi-Synthelabo and Aventis executives. The Management Committee will include the key officers and managers from the combined enterprise.

Termination Packages; Severance Policies. For 18 months following successful completion of the revised offers, Sanofi-Synthelabo will permit the Aventis employees who are members of the Aventis Management Board or the Aventis Operations Management Committee (a total of 12 people, not including Mr. Igor Landau) and whose employment is terminated (including if they decide to leave for professional dissatisfaction, but excluding termination for wilful misconduct) to receive the compensation specified in their existing written termination packages, and Sanofi-Synthelabo will not contest the termination packages. Aventis represents that, to its best knowledge, such termination packages have been approved in accordance with applicable law. For 12 months following expiration of the revised offers, Sanofi-Synthelabo will maintain Aventis’s existing severance policies.

Stock Option Liquidity Contracts. Sanofi-Synthelabo will treat Aventis stock options in general in a manner that preserves their economic value for their holders and enables the holders not to be affected by the revised offers and to benefit from their terms once the stock options become exercisable, without undue cost to the holders, Sanofi-Synthelabo or Aventis.

Statements by Sanofi-Synthelabo Shareholders. Total and L’Oréal have confirmed the following statements: “Total confirms that its strategy to divest over the medium term is unchanged and that there is no urgency to divest” and “L’Oréal is going to maintain its shareholding in the combined company.” Sanofi-Synthelabo has been advised by Total and L’Oréal that, subject to the Agreement, they will vote in favor of the required share increase for Sanofi-Synthelabo and in favor of the other matters provided by the Agreement that require the approval of Sanofi-Synthelabo’s shareholders.

Plavix® Disclosure. Sanofi-Synthelabo represents to Aventis that the disclosure in its Registration Statement on Form F-4 (including documents incorporated therein by reference) regarding the Plavix® litigation is true and correct in all material respects and in general is not materially misleading.

Warrants for German Aventis Employees. If requested by Aventis, Sanofi-Synthelabo will undertake as part of the revised offers to acquire the German BSAs (as defined below) for reasonable and equitable consideration in view of the terms of the German BSAs and the terms of the revised offers.

Franco-German Heritage; Frankfurt Operations. Sanofi-Synthelabo recognizes and affirms the importance of Aventis’s Franco-German heritage, which will provide a stronger and wider European presence while

expanding the international breadth of the combined enterprise in the United States, Japan and other Asian markets. The board of directors of the combined company will include German representation. Sanofi-Synthelabo considers the Aventis factory and research facilities located in Frankfurt Germany to be key assets and will maintain these operations and facilities for the foreseeable future.

Conduct of Business. Pending the completion of the revised offers, Sanofi-Synthelabo and Aventis will in general conduct their businesses in the ordinary and usual course and will generally preserve intact the value of their businesses, provided that Sanofi-Synthelabo will be permitted to negotiate and execute agreements for the disposal of assets in order to obtain regulatory approvals required in connection with the revised offers.

Cooperation. In general, each of Sanofi-Synthelabo and Aventis will use their respective reasonable efforts to consummate the transaction contemplated by the Agreement, including but not limited to cooperation in the preparation and filing of the documents relating to the revised offers and any required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

No Solicitation. In general, and except to the extent required by the AMF, Aventis will not solicit, initiate or encourage or in any way seek to engage in any other business combination transaction. In the event that any third party files an offer, or makes an approach or publicly discloses its interest in acquiring Aventis, in accordance with applicable law, Aventis and Sanofi-Synthelabo will cooperate to determine the best conduct and most appropriate response.

Agreement to Withdraw Litigation. Aventis will withdraw with prejudice all litigation pending against the AMF and/or Sanofi-Synthelabo in connection with the offers and agrees not to contest the AMF’s decision of April 23, 2004 regarding the Plavix® warrants.

Agreement to Cancel and Reschedule Aventis Annual General Meeting. Aventis will cancel its Annual General Meeting and will reschedule that meeting on the agenda previously published, except that the agenda will exclude any resolution relating to the Plavix® warrants or to the limitation of voting rights. The Aventis Supervisory Board agrees to recommend that shareholders vote against any similar resolution or any other resolution that may negatively impact the consummation of the revised offers.

Press Releases. Sanofi-Synthelabo and Aventis will use all reasonable efforts to consult with each other prior to issuing any press release in connection with the revised offers.


	*Letter Agreement with Igor Landau*

On April 25, 2004, Sanofi-Synthelabo, represented by Mr. Jean-François Dehecq, and Mr. Igor Landau entered into a letter agreement confirming Mr. Landau’s existing and previously publicly disclosed severance benefits and other employment-related benefits. The letter agreement has been filed as an exhibit to the registration statement of which this prospectus supplement forms part and is incorporated in this prospectus supplement by reference.

* * *

Other than as set forth in this prospectus supplement and the prospectus dated April 9, 2004, including in the above captioned section
“— Background of the Revised Offers”, since January 1, 2002, to the best knowledge of Sanofi-Synthelabo, there have been no negotiations, transactions or material contacts between Sanofi-Synthelabo or any of its subsidiaries, or Total or L’Oréal, or any of the other persons set forth in Annex A to the prospectus dated April 9, 2004, on the one hand, and Aventis or any of its affiliates, on the other hand, relating to any merger, consolidation, acquisition, tender offer for any class of Aventis’s securities, election of any director of Aventis or any sale or other transfer of a material amount of the assets of Aventis.

Other than as set forth in this prospectus supplement and the prospectus dated April 9, 2004, since January 1, 2002, to the best knowledge of Sanofi-Synthelabo, there has been no transaction, or series of related transactions, between Sanofi-Synthelabo, or Total or L’Oréal, or any of the other persons set forth in Annex A to the prospectus dated April 9, 2004, on the one hand, and

• any executive officer, director or affiliate of Aventis that is a natural person that exceeded U.S. $60,000 in aggregate; or

• Aventis or any of its affiliates that is not a natural person that exceeded one percent of the consolidated revenues of Aventis for the fiscal year in which such transaction occurred.

Reasons for the Revised Offers

The reasons for the revised offers set forth below should be considered in addition to the reasons for the original offers set forth in the section “Reasons for the Offers” in the prospectus dated April 9, 2004.

Sanofi-Synthelabo is making the revised U.S. offer, the revised French offer and the revised German offer in order to acquire, in the most expedient manner possible, control of Aventis through the acquisition of all of the outstanding Aventis ordinary shares, including Aventis ordinary shares represented by Aventis ADSs. Sanofi-Synthelabo is seeking to acquire Aventis because Sanofi-Synthelabo believes that the combination of the two companies will create the number one pharmaceutical company in Europe and the number three worldwide. Sanofi-Synthelabo believes that the enhanced scale, financial strength and research and development resources of the combined company should allow it to serve patients worldwide and to enhance shareholder value in ways that are not likely to be achieved by either Sanofi-Synthelabo or Aventis on a stand-alone basis. Sanofi-Synthelabo believes that the strategic rationale for the acquisition is compelling for Aventis shareholders as well as for Sanofi-Synthelabo shareholders and that Sanofi-Synthelabo has the capabilities to realize the potential benefits discussed in this section, “Reasons for the Revised Offers” and in the section “Reasons for the Offers” in the prospectus dated April 9, 2004. However, as with any investment decision, there can be no assurance that these benefits will be realized. For a discussion of the risk factors that you should consider carefully in evaluating the revised U.S. offer, see “Risk Factors”.

As set forth on pages 40 to 43 of the prospectus dated April 9, 2004, the strategic rationale for combining Aventis and Sanofi-Synthelabo includes the following:

• the increased size and scale of the combined group;

• the complementary aspects available by combining the existing strengths of Sanofi-Synthelabo and Aventis, which in particular create significant opportunities for the combined group in the United States and other fast-growing markets;

• the quality and complementary nature of the existing product portfolio of the combined group;

• the enhanced research and development capabilities and new product pipeline of the combined group, which will benefit from a larger number of molecules under development; and

• the opportunity to realize significant cost savings and other synergies.

Sanofi-Synthelabo believes that combining Aventis’s and Sanofi-Synthelabo’s resources to create the number one pharmaceutical company in Europe and the number three worldwide has a genuine industrial logic and a compelling strategic rationale and has the potential to deliver strong, sustainable and profitable growth. In particular, Sanofi-Synthelabo believes that the combined company, under the leadership of Sanofi-Synthelabo, will be able to benefit from:

• a remarkable portfolio of pharmaceutical products in high-growth therapeutic categories: cardiovascular/thrombosis; oncology; diabetes; central nervous system; internal medicine and human vaccines;

• a strong base in Europe with a significant and growing presence in all the major world markets, particularly the United States;

• a dynamic sales and marketing policy, tailored to specific products and specific markets; and

• financial and human resources optimized for developing research into marketable products and thereby delivering medium- and long-term growth.

In addition to the strategic rationale for acquisition of Aventis discussed above, at its meeting on April 24, 2004, the Sanofi-Synthelabo board of directors also considered the terms of the revised offers. The Sanofi-Synthelabo board of directors believes that the terms of the revised offers respond to the expectations of the Aventis shareholders, while preserving the interests of Sanofi-Synthelabo shareholders. In particular, the board of directors considered the following factors:

• The structure and financial terms of the revised offers, including:

• The premium offered: that the revised terms offered an attractive premium to Aventis shareholders. The board of directors considered that, based on the average daily closing price, weighted by volume, for Sanofi- Synthelabo ordinary shares on Euronext Paris, over the one-month period ended January 21, 2004, the last trading day before the rumors and press articles significantly affected the share prices and trading volumes of Sanofi-Synthelabo ordinary shares and Aventis ordinary shares, the terms of the revised offers valued each Aventis ordinary share at €68.93, representing a premium of 31.4% over the average daily closing price, weighted by volume, for Aventis ordinary shares on Euronext Paris during the same one-month period, which was €52.46. The board of directors also considered that, based on the average daily closing price, weighted by volume, for Sanofi-Synthelabo ordinary shares on Euronext Paris, over the three-month and twelve-month periods ended January 21, 2004, the terms of the revised offers valued each Aventis ordinary share at €67.05 and €63.47, respectively, representing a premium of 35.6% and 37.7%, respectively, over the average daily closing price, weighted by volume, for Aventis ordinary shares on Euronext Paris during the same three- and twelve-month periods. The board of directors also considered that, based on the closing price of €55.95 for Sanofi-Synthelabo ordinary shares on Euronext Paris on April 23, 2004, the last trading day before the board meeting, the terms of the revised offers valued each Aventis ordinary share at €66.63, representing a premium of 0.6% over the closing price of €66.25 for Aventis ordinary shares on Euronext Paris on the same day.

• The improved consideration is all cash: that an all-cash increase of €8.50 signaled the confidence of Sanofi-Synthelabo in the value of the equity of the combined company; that an all-cash improvement preserved the pro forma majority ownership of the combined company by existing Sanofi-Synthelabo shareholders; that an all-cash increase of €8.50 would help stabilize the value of the offers to Aventis shareholders in case of fluctuations in the price of Sanofi-Synthelabo securities; and that the all-cash improvement could be made while preserving a sound financial profile of the combined company.

• The retained mix-and-match structure: that the revised offers retained the mix and match structure to provide individual shareholders with a choice as to their preferred form of consideration while assuring that, in aggregate, 71% of the Aventis securities tendered would be exchanged for Sanofi-Synthelabo securities and 29% would be purchased for cash.

• The adjusted consideration in the event that Aventis pays a dividend: that the consideration offered in exchange for each Aventis security will be reduced by the net value of any dividend approved by Aventis that has payment or ex-dividend date before the settlement of the revised offers.

• the reasonable expectation that the transaction on the terms of the revised offers would be accretive to Sanofi-Synthelabo’s earnings per share from 2004, based on the adjusted pro forma combined net income of the core business;

• the financial profile of the combined group, including the effect of the revised offers on the adjusted pro forma net income of the combined group; for further discussion see “Non-GAAP Financial Measure — Adjusted Net Income”;

• the reasonable expectation that the combined group would be able to repay the net acquisition debt of up to approximately €16 billion within five years following the completion of the offers based on internal cash flow generation;

• the conditions of the offers, including that Sanofi-Synthelabo is not obligated to purchase any Aventis securities tendered into the revised offers unless Aventis securities representing at least 50% of the total share capital and voting rights in Aventis, calculated on a fully diluted basis, plus one Aventis ordinary share are tendered in the revised offers, which the board considered to be a positive factor because Sanofi-Synthelabo would not be required to purchase any Aventis securities unless it is able to purchase enough Aventis securities to give it effective control over Aventis; and

• the required regulatory consents and the reasonable likelihood that the acquisition of Aventis securities would be approved by U.S. and European antitrust regulators without the imposition of materially burdensome terms or conditions, which consideration led the board of directors to determine that the revised offers need not be subject to the antitrust condition.

The foregoing discussion of the information and factors considered by the Sanofi-Synthelabo board of directors in making its decision unanimously to approve the revised offers does not purport to be exhaustive, but includes all material factors considered by the Sanofi-Synthelabo board of directors. In view of the wide variety of factors considered in connection with its evaluation of the revised offers and the inherent complexity of these matters, the Sanofi-Synthelabo board of directors did not find it useful, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In addition, different members of the Sanofi-Synthelabo board of directors may have given different weight to different factors.

FINANCIAL ANALYSIS OF THE REVISED OFFERS

Under French law and regulations applicable to the revised French offer, the revised French offer prospectus (note d’information complémentaire) relating to the French offer must include a description of the financial terms of the revised offers using a multi-criteria financial analysis. Since this financial analysis has been made available in the revised French offer prospectus to those holders of Aventis securities eligible to participate in the revised French offer, a translation of the financial analysis is included in this prospectus supplement. The financial analysis was performed solely to comply with French regulations in connection with the preparation of the revised offer prospectus for the revised French offer. This financial analysis was not relied on in any way by Sanofi-Synthelabo in connection with establishing the consideration offered in the U.S. offer nor was this financial analysis presented to the board of directors. Representatives of Merrill Lynch (France) and BNP Paribas assisted Sanofi-Synthelabo by compiling and reviewing the publicly available data used in, and performing certain calculations for purposes of, this financial analysis. However, this financial analysis does not constitute an opinion of Merrill Lynch (France) or BNP Paribas or any of their respective affiliates regarding the fairness of the consideration offered in any of the offers from a financial point of view or otherwise to either the holders of Aventis securities or the holders of Sanofi-Synthelabo securities and is not intended to, and does not, constitute a recommendation to any holder of Aventis securities with respect to the offers. Neither Merrill Lynch (France), BNP Paribas nor any of their respective affiliates has made any independent valuation or appraisal of the assets or liabilities of Sanofi-Synthelabo or Aventis, nor has Merrill Lynch (France), BNP Paribas or any of their respective affiliates been furnished with any such appraisals. Moreover, this financial analysis is not intended to, and does not, represent the views of Merrill Lynch (France), BNP Paribas or any of their respective affiliates as to the underlying valuation, future performance or long-term viability of Sanofi-Synthelabo or Aventis, or the prices at which Sanofi-Synthelabo securities will trade upon or subsequent to announcement or consummation of the revised offers.

The following is a translation from French of the original disclosure regarding the financial analysis of the offers set forth in the revised French offer prospectus (note d’information complémentaire) for the French offer. Certain terminology has been conformed to the defined terms used in this prospectus supplement and certain typographical conventions have been conformed to United States usage. In addition, the last three paragraphs of the following section “— Preliminary Information” that were incorporated into the revised French offer prospectus (note d’information complémentaire) by reference to the original French offer prospectus (note d’information) are set out in full in this prospectus supplement.

Preliminary Information

The multi-criteria analysis of the financial terms of the offers was based on financial methods commonly used in the pharmaceutical sector: stock market price, market multiples of selected comparable companies, premiums paid in selected precedent transactions in the pharmaceutical industry, net earnings per share and dividends per share.

The financial data for Sanofi-Synthelabo and Aventis used to analyze the financial terms of the offers are derived from the consolidated financial statements of Sanofi-Synthelabo and Aventis for the years ended December 31, 2001, 2002 and 2003. The net earnings per share of each of Sanofi-Synthelabo and Aventis are presented on a non-diluted basis. The number of shares of Sanofi-Synthelabo and Aventis taken into account in determining the net earnings per share are as follows:


	Sanofi-Synthelabo		Aventis

2001		731,711,225		787,553,585
2002		727,686,372		793,412,151
2003		702,745,208		785,905,944

Sanofi-Synthelabo did not have access to any forecast information prepared by Aventis and did not discuss the company’s prospects with the management team of Aventis. Forecasted financial information used in the following analysis comes from the consensus of financial research reports.

Shares of both companies are listed in Paris and New York, and Aventis’s shares are listed in Frankfurt as well. Both are part of the main French (CAC 40) and European (Eurostoxx 50) stock-market indices and have a strong liquidity. Sanofi-Synthelabo and Aventis make regular communications about their results and are followed by the main financial analysts.

On January 16, 2004, the markets for Sanofi-Synthelabo ordinary shares and Aventis ordinary shares experienced a first wave of significant price movements, driven by rumors of a business combination between the two companies. These movements led each of Sanofi-Synthelabo and Aventis, at the express request of the AMF, to issue press releases in which Sanofi-Synthelabo stated that it was not in any negotiations and Aventis stated that it was not in any discussions.

On January 22 and January 23, 2004, the share prices and trading volumes of Sanofi-Synthelabo ordinary shares and Aventis ordinary shares were again very significantly affected by rumors and press articles citing a possible combination of the two companies, reported variously as a negotiated merger or as an unsolicited transaction.

The trading days that followed Wednesday, January 21, 2004, were affected by market rumors and abnormal movements in a repeated and continuing fashion. For these reasons, Sanofi-Synthelabo decided to take the average closing price over the month preceding January 21, 2004 as the reference period for determining the terms of the offers.

Financial Analyses of the Standard Entitlement

Under the terms of the offers, assuming the standard entitlement, for each share of Aventis tendered, you are offered 0.8333 of an ordinary share of Sanofi-Synthelabo and 20.00 euros in cash.

Based on the average closing price, weighted by daily volume, of Sanofi-Synthelabo of 58.72 euros for the calendar month ended January 21, 2004 (the last trading day before the abnormal share price movements and trading volumes described above under “— Preliminary Information”):

• the implied value per Aventis ordinary share under the standard entitlement represents 68.93 euros (0.8333 x 58.72 euros + 20.00 euros) and is therefore consistent with the price under the all cash election, which is 68.93 euros per Aventis ordinary share; and

• the implied exchange ratio under the standard entitlement represents 1.1739 ((0.8333 x 58.72 euros + 20.00 euros)/58.72 euros) and is therefore in line with the exchange ratio under the all stock election of 1.1739 Sanofi-Synthelabo ordinary shares for each Aventis ordinary share.

The terms of the standard entitlement were therefore analysed on the basis of financial analyses of the all cash election and the all stock election presented below and based on the published data of the relevant companies.

In addition, the implied values of the standard entitlement and the implied premiums derived by reference to historical stock market prices of Sanofi-Synthelabo and Aventis ordinary shares were calculated for selected periods as follows:


	Sanofi-
	Synthelabo		Aventis
	stock price (€)		stock price (€)		Implied value (€)		Premium

As of April 23, 2004		55.95		66.25		66.63		0.6	%
Average* since January 26, 2004 (1)		55.25		62.38		66.04		5.9	%
As of January 21, 2004		60.00		53.80		70.00		30.1	%
1-month average* (2)		58.72		52.46		68.93		31.4	%
2-month average* (2)		57.59		50.90		67.99		33.6	%
3-month average* (2)		56.46		49.44		67.05		35.6	%
6-month average* (2)		53.99		47.72		64.99		36.2	%
9-month average* (2)		53.70		47.41		64.75		36.6	%
12-month average* (2)		52.16		46.08		63.47		37.7	%
12-month high (2)		60.40		54.75		70.33		28.5	%
12-month low (2)		41.75		38.06		54.79		44.0	%

(1) Through April 23, 2004.

(2) Through January 21, 2004.

* Averages are calendar, weighted by volumes and calculated based on daily closing prices. (Source: Datastream).

Financial Analyses of the All Cash Election

The offer price for the all cash election of 68.93 euros per Aventis ordinary share was analyzed in the following manner:


	*Stock market price*

The following table summarizes the level of the premiums implied by the offer price under the all cash election, as compared to: the closing price of Aventis ordinary shares on April 23, 2004; the average daily closing prices of Aventis ordinary shares weighted by volume since January 26, 2004; the closing price of Aventis ordinary shares on January 21, 2004; as well as the average closing prices of Aventis ordinary shares weighted by volumes for the selected periods ended on that date:


	Aventis stock
	price (€)		Premium

As of April 23, 2004		66.25		4.0%
Average* since January 26, 2004 (1)		62.38		10.5%
As of January 21, 2004		53.80		28.1%
1-month average* (2)		52.46		31.4%
2-month average* (2)		50.90		35.4%
3-month average* (2)		49.44		39.4%
6-month average* (2)		47.72		44.4%
9-month average* (2)		47.41		45.4%
12-month average* (2)		46.08		49.6%
12-month high (2)		54.75		25.9%
12-month low (2)		38.06		81.1%

(1) Through April 23, 2004.

(2) Through January 21, 2004.

* Averages are calendar, weighted by volumes and calculated based on daily closing prices. (Source: Datastream).

The offer price under the all cash election represents a premium of between 31.4% and 49.6% compared to the various selected average closing prices weighted by daily volumes over the various specified periods prior to January 21, 2004.


	*Selected listed comparable companies*

This analysis consisted of comparing the implied price-to-earnings multiple of Aventis (based on actual net income for 2003 and forecasted net income for 2004) under the all cash election to the average and median price-to-earnings multiples of the main publicly listed companies in the pharmaceutical sector (based on actual net income for 2003 and forecasted net income for 2004). Price-to-earnings multiples were calculated as the ratio between the market value of the selected companies (as of April 23, 2004) and their 2003 and 2004 earnings before goodwill amortization and exceptional items. These multiples are presented in the following table:


			Market		Net		Net
			capital-		income		income
			ization (1)		2003 (2)		2004 (3)		P/E			P/E
	Currency		(bn)		(bn)		(bn)		2003			2004

Roche		CHF		123.4		4.0		4.7		30.8	x		26.4	x
Eli Lilly		USD		82.6		2.8		3.0		29.6	x		27.2	x
AstraZeneca		USD		80.1		3.1		3.5		25.9	x		22.6	x
Pfizer		USD		277.7		12.7		15.8		21.8	x		17.5	x
Novartis		USD		104.7		5.3		5.9		19.9	x		17.9	x
Abbott		USD		68.6		3.5		3.9		19.7	x		17.7	x
Johnson & Johnson		USD		159.3		8.1		8.8		19.6	x		18.0	x
Sanofi-Synthelabo (5)		EUR		38.2		2.1		2.4		18.5	x		16.2	x
Aventis (4) (5)		EUR		51.6		2.9		3.2		17.9	x		16.3	x
Wyeth		USD		53.0		3.3		3.5		16.3	x		15.2	x
Merck & Co.		USD		104.0		6.8		7.0		15.2	x		14.9	x
Bristol Myers Squibb		USD		48.3		3.3		3.0		14.7	x		16.1	x
GlaxoSmithKline		GBP		69.7		4.8		4.4		14.6	x		15.8	x
Schering Plough		USD		25.3		0.5		0.0		ns			ns

Average (5)										20.7	x		19.0	x
Median (5)										19.7	x		17.7	x

Implied multiple of Aventis at €68.93										18.6	x		16.9	x
Premium/(discount) on average										(10.1	)%		(11.0	)%
Premium/(discount) on median										(5.5	)%		(4.5	)%

(1) Based on the closing share prices as of April 23, 2004. (Source: Bloomberg).

(2) Before amortization of goodwill and exceptional items. Exceptional items include principally capital gains/losses on disposals of assets, asset impairment charges, provisions for restructuring as well as other non-recurring charges/ revenues as reported by companies.

(3) Before amortization of goodwill and exceptional items. Based on the consensus of financial analysts derived from a selection of between 3 and 11 financial analysts reports, depending on the company, published since the publication of 2003 results for each company and sufficiently detailed as to be useful for this purpose.

(4) The P/E multiple for 2003 was calculated on basis of reported consolidated net income (see note 2); the P/E multiple for 2004 was calculated on the basis of a consensus forecast for net income before amortization of goodwill and exceptional items of the Aventis core business (consensus forecast derived from 11 financial analysts reports published since the publication of Aventis’s 2003 results in February 2004 and sufficiently detailed as to be useful for this purpose).

(5) The P/E multiples of Aventis and Sanofi-Synthelabo have been excluded from the calculation of the average and the median, on the grounds that the market prices of these two companies have been significantly affected by Sanofi-Synthelabo’s offer for Aventis.

It can be seen that the price-to-earnings multiple for Aventis implied by the offer price under the all cash election is between 10.1% and 11.0% below the average and between 4.5% and 5.5% below the median of the price-to-earnings multiples of the selected comparable companies, depending on the year of reference.


	*Premiums offered in selected precedent transactions in the pharmaceutical industry*

This analysis consisted of comparing the premiums implied by the offer price under the all cash election with the premiums over the stock market price of the target companies in selected significant transactions in the pharmaceutical sector since 1998. It should be noted that these selected transactions were effected exclusively through share exchanges. The premiums were calculated based on the closing price or the average closing prices

of the common or ordinary shares of the target company during the selected periods of between one day and one year prior to the public announcement of the relevant transaction, except as noted below. The difference between the premiums implied by the offer price under the all cash election and the premiums in the selected transactions was calculated by subtracting the average and median of the premiums in the precedent transactions for each of the selected periods from the premiums implied by the offer price under the all cash election for the corresponding periods.

Premium/

(discount) on

(discount)

Announcement

Reference

day before

over 1-month

over 3-month

over 12-month

date

date (1)

Acquirer

Target

announcement

average

15-July-02

12-July-02

Pfizer

Pharmacia

52.3%

44.4%

39.8%

52.5%

17-Jan-00

13-Jan-00

GlaxoWelcome

SmithKline Beecham

0.1%

(0.5%

)

0.9%

1.3%

20-Dec-99

17-Dec-99

Pharmacia Upjohn

Monsanto

1.1%

5.8%

11.4%

7.9%

04-Nov-99

02-Nov-99

Pfizer

Warner Lambert

33.7%

45.0%

49.8%

55.0%

14-May-99 (2)

13-May-99

Rhone Poulenc

Hoechst

(2.8%

)

(12.2%

)

(13.1%

)

(6.3%

)

09-Dec-98

08-Dec-98

Zeneca

Astra

14.1%

13.8%

12.0%

6.8%

02-Dec-98

01-Dec-98

Sanofi

Synthélabo

5.7%

12.9%

6.0%

2.4%

Average (last five years)

14.9%

15.6%

15.3%

17.1%

Median (last five years)

5.7%

12.9%

11.4%

6.8%

Based average market price through January 21, 2004:

Premium offered in this offer

28.1%

31.4%

39.4%

49.6%

Difference between the premium offered in this offer and the
average premium of selected transactions

13.2%

15.8%

24.2%

32.5%

Difference between the premium offered in this offer and the
median premium of selected transactions

22.4%

18.5%

28.0%

42.8%

(1) Reference date: the date used to calculate the premiums may differ from the date of the announcement in order to avoid taking into account speculative movements in share prices.

(2) Transaction was first announced on December 1, 1998.

The premium offered under the all cash election exceeds the average and the median of the premiums calculated in this manner for the selected transactions.


	*Summary of the financial analyses of the all cash offer*


	Premium/(discount)

Market Price
As of April 23, 2004		4.0%
Average* between January 26, 2004 and April 23, 2004		10.5%
As of January 21, 2004		28.1%
1-month average* (1)		31.4%
2-month average* (1)		35.4%
3-month average* (1)		39.4%
6-month average* (1)		44.4%
9-month average* (1)		45.4%
12-month average* (1)		49.6%
12-month high (1)		25.9%
12-month low (1)		81.1%

Selected Companies
Average price-to-earnings multiple		(10.1)% to (11.0)%
Median price-to-earnings multiple		(4.5)% to (5.5)%


	Premium/(discount)

Selected Transactions

Premium of Offer minus Premium (mean or median) of Selected Transactions (2)
Day before announcement - mean (January 21, 2004)		13.2%
Day before announcement - median (January 21, 2004)		22.4%
1-month mean (1)		15.8%
1-month median (1)		18.5%
3-month mean (1)		24.2%
3-month median (1)		28.0%
12-month mean (1)		32.5%
12-month median (1)		42.8%

(1) Through January 21, 2004.

(2) Calculated as the excess of (i) the implied premium of the offer price per Aventis ordinary share relative to the historical market price over (ii) the average or median premium, as applicable, offered in selected transactions relative to the target company’s historical market prices for the same trading periods. As an example, for the 3-month average, the premium over the 3-month median in selected transactions is calculated as: 39.4% – 11.4% = 28.0%.

* Averages are calendar, weighted by volumes and calculated based on daily closing prices. (Source: Datastream).

Financial Analyses of the All Stock Election

The exchange ratio offered under the all stock election, which is 1.1739 Sanofi-Synthelabo ordinary shares for each Aventis ordinary share, was analyzed in the following manner:


	*Stock market price*

The following table summarizes the level of premiums implied by the exchange ratio under the all stock election, as compared to the exchange ratio based on the closing price of Aventis ordinary shares and Sanofi-Synthelabo ordinary shares on April 23, 2004, on January 21, 2004, as well as to the exchange ratios based on the average closing prices weighted by volumes of each company for the selected periods ended on that date:


			Sanofi-
	Aventis		Synthelabo		Implied		All stock election		Premium/
	stock price(€)		stock price(€)		exchange ratio		exchange ratio		(discount)

As of April 23, 2004		66.25		55.95		1.18		1.1739		(0.9)%
Average* since January 26, 2004 (1)		62.38		55.25		1.13		1.1739		4.0%
As of January 21, 2004		53.80		60.00		0.90		1.1739		30.9%
1-month average* (2)		52.46		58.72		0.89		1.1739		31.4%
2-month average* (2)		50.90		57.59		0.88		1.1739		32.8%
3-month average* (2)		49.44		56.46		0.88		1.1739		34.1%
6-month average* (2)		47.72		53.99		0.88		1.1739		32.8%
9-month average* (2)		47.41		53.70		0.88		1.1739		32.9%
12-month average* (2)		46.08		52.16		0.88		1.1739		32.9%
12-month high (2)		54.75		60.40		0.91		1.1739		29.5%
12-month low (2)		38.06		41.75		0.91		1.1739		28.8%

(1) Through April 23, 2004.

(2) Through January 21, 2004.

* Averages are calendar, weighted by volumes and calculated based on daily closing prices. (Source: Datastream).

The premium implied by the exchange ratio under the all stock election ranges from 31.4% to 34.1% compared to the implied exchange ratios based on the average closing prices weighted by daily volumes of Aventis and Sanofi-Synthelabo ordinary shares over the 12 months prior to January 21, 2004.


	*Premiums offered in selected precedent transactions in the pharmaceutical industry*

This analysis consisted of comparing the premiums implied by the exchange ratio under the all stock election with the premiums over the stock market price of the target companies in the selected transactions in the pharmaceutical sector since 1998, as discussed above in the section captioned “Financial Analyses of the All Cash Election — Premiums offered in selected precedent transactions in the pharmaceutical industry”.

Premium/

(discount) on

(discount)

Announcement

Reference

day before

over 1-month

over 3-month

over 12-month

date

date (1)

Acquirer

Target

announcement

average

15-July-02

12-July-02

Pfizer

Pharmacia

52.3%

44.4%

39.8%

52.5%

17-Jan-00

13-Jan-00

GlaxoWelcome

SmithKline Beecham

0.1%

(0.5%

)

0.9%

1.3%

20-Dec-99

17-Dec-99

Pharmacia Upjohn

Monsanto

1.1%

5.8%

11.4%

7.9%

04-Nov-99

02-Nov-99

Pfizer

Warner Lambert

33.7%

45.0%

49.8%

55.0%

14-May-99 (2)

13-May-99

Rhone Poulenc

Hoechst

(2.8%

)

(12.2%

)

(13.1%

)

(6.3%

)

09-Dec-98

08-Dec-98

Zeneca

Astra

14.1%

13.8%

12.0%

6.8%

02-Dec-98

01-Dec-98

Sanofi

Synthelabo

5.7%

12.9%

6.0%

2.4%

Average (last five years)

14.9%

15.6%

15.3%

17.1%

Median (last five years)

5.7%

12.9%

11.4%

6.8%

Based on average market prices through January 21, 2004:

Premium offered in this offer

30.9%

31.4%

34.1%

32.9%

Difference between the premium offered in this offer and the
average premium of selected transactions

16.0%

15.8%

18.8%

15.8%

Difference between the premium offered in this offer and the
average premium of selected transactions

25.2%

18.5%

22.6%

26.1%

It can be seen that the premiums implied by the offer price under the all stock election are superior to the average and the median of the premiums calculated in the selected precedent transactions.


	*Consolidated net income per share*

The following table presents the level of premiums implied by the exchange ratio under the all stock election, as compared to the implied exchange ratios derived from the consolidated net income per share, before amortization of goodwill and exceptional items, of Sanofi-Synthelabo and Aventis for each of the years 2001, 2002 and 2003.


			Sanofi-
	Aventis		Synthelabo
	net income		net income		Implied		All stock
	per share		per share		exchange		election		Premium/
	(€) (1)		(€) (1)		ratio		exchange ratio		(discount)

2001		2.84		1.88		1.51		1.1739		(22.3)%
2002		3.01		2.42		1.25		1.1739		(5.9)%
2003		3.66		2.94		1.24		1.1739		(5.6)%

(1) Before amortization of goodwill and exceptional items. Exceptional items include capital gains/ losses on disposals of assets, provisions for restructuring as well as other non-operating expenses/revenues.


	*Dividends per share*

The following table presents the level of premiums implied by the exchange ratio under the all stock election, as compared to the implied ratios derived from the amount of dividends paid, without dividend tax credit (avoir fiscal), by Sanofi-Synthelabo and Aventis in respect of the years 2001, 2002 and 2003.


			Sanofi-
	Aventis		Synthelabo		Implied		All stock
	dividends		dividends		exchange		election		Premium/
	paid (€)		paid (€)		ratio		exchange ratio		(discount)

2001		0.58		0.66		0.88		1.1739		33.6%
2002		0.70		0.84		0.83		1.1739		40.9%
2003		0.82		1.02		0.80		1.1739		46.0%


	*Summary of the financial analyses of the all stock election*


	Premium/
	(discount)

Market Price
As of April 23, 2004		(0.9)%
Average* between January 26, 2004 and April 23, 2004		4.0%
As of January 21, 2004		30.9%
1-month average* (1)		31.4%
2-month average* (1)		32.8%
3-month average* (1)		34.1%
6-month average* (1)		32.8%
9-month average* (1)		32.9%
12-month average* (1)		32.9%
12-month high* (1)		29.5%
12-month low* (1)		28.8%

Selected Transactions (2)
Premium of All Stock Election minus Premium (mean or median) of Selected Transactions
Day before announcement – mean (January 21, 2004)		16.0%
Day before announcement – median (January 21, 2004)		25.2%
1-month mean (1)		15.8%
1-month median (1)		18.5%
3-month mean (1)		18.8%
3-month median (1)		22.6%
12-month mean (1)		15.8%
12-month median (1)		26.1%
Net income before amortization of goodwill and exceptional items per share
2001		(22.3)%
2002		(5.9)%
2003		(5.6)%


	Premium/
	(discount)

Dividends per share
2001		33.6%
2002		40.9%
2003		46.0%

(1) Through January 21, 2004.

(2) Calculated as the excess of (i) the implied premium of the actual offer price per Aventis ordinary share relative to the historical market price over (ii) the average or median premium, as applicable, offered in selected transactions relative to the target company’s historical market prices for the same trading periods. As an example, for the 3-month average, the premium over the 3-month median in selected transactions is calculated as: 34.1% – 11.4% = 22.6%.

* Averages are calendar, weighted by volumes and calculated based on daily closing prices (Source: Datastream).

Financial Analyses Not Used


	*Discounted cash flow analysis*

Sanofi-Synthelabo has not had access to forecasts prepared by Aventis and has not had any discussions with Aventis’s management team regarding forecasts. As a result, no financial analysis of the offers was made on the basis of a comparison of the present value of forecasted future cash flows of the two companies, commonly referred to as the discounted cash flow analysis or “DCF”.


	*Book value and fair market value of net assets*

These methods of financial analysis have not been used because the values of pharmaceutical companies are not necessarily properly reflected by the historical values of their assets.

Furthermore, Sanofi-Synthelabo and Aventis have had a sufficiently long operating history such that their market values have diverged significantly from their book value.

The method of analyzing net revalued assets has not been used due to the absence of sufficient data.


	*Selected transaction multiples*

Many precedent stock transactions have been effected in a stock market environment where the valuations of companies in the pharmaceutical sector in general were much higher than current stock market valuations in the sector. As a result, the transaction multiples derived from precedent transactions would generally be higher than the corresponding multiples implied in a transaction effected under the current stock market environment and, therefore, Sanofi-Synthelabo believes that a comparison of transaction multiples implied in the offers for Aventis with the corresponding multiples implied for the target companies in these precedent transactions would not be a relevant method of analyzing the financial terms of the offers. For this reason, implied multiples derived from precedent transactions were not used to evaluate the consideration in the offers.

THE REVISED U.S. OFFER

The Revised U.S. Offer, the Revised French Offer and the Revised German Offer

For legal reasons in order to satisfy regulatory requirements, Sanofi-Synthelabo is offering to acquire all of the Aventis securities through three separate offers:

• the revised U.S. offer open to all holders of Aventis ordinary shares who are located in the United States and to all holders of Aventis ADSs, wherever located;

• the revised French offer open to all holders of Aventis ordinary shares who are located in France and to holders of Aventis ordinary shares who are located outside of France, Germany and the United States, if, pursuant to the local laws and regulations applicable to such holders, they are permitted to participate in the French offer; and

• the revised German offer open to all holders of Aventis ordinary shares who are located in Germany.

Taken together, the revised offers are for any and all of the outstanding Aventis ordinary shares, including Aventis ordinary shares represented by Aventis ADSs, and all Aventis ordinary shares that are or may become issuable prior to the expiration of the offers due to the exercise of outstanding Aventis stock options or the exercise of outstanding Aventis BSAs. According to Aventis’s most recent public filings, as of April 15, 2004, there were 802,558,637 Aventis ordinary shares outstanding (of which 23,942,226 were held in treasury) and, as of April 15, 2004, there were 54,637,284 Aventis ordinary shares subject to subscription options and 261,971 Aventis ordinary shares subject to BSAs. Of these, based on Aventis’s recommendation statement on Schedule 14D-9, filed on April 16, 2004, there are 38,727,260 Aventis ordinary shares represented by Aventis ADSs and, in addition, based on the best available public information, we estimate that up to approximately 151,272,740 Aventis ordinary shares are held by holders who are located in the United States.

In addition, pursuant to applicable French law, in the revised French offer and the revised German offer, we are offering to acquire all the outstanding Aventis BSAs, for aggregate consideration of approximately €6 million in cash. The Aventis BSAs are not subject to the revised U.S. offer because we do not believe any such securities are held by U.S. holders.

Other than as set forth above, the revised offers are not made for any other securities of Aventis, including any capital equity notes, any participating shares or preference shares and any warrants to subscribe other than the Aventis BSAs. As the Management Board and the Supervisory Board of Aventis have definitively revoked the issuance of share warrants of the sort contemplated by the eleventh resolution contained in the meeting notice for the general meeting of Aventis shareholders that was published in the Bulletin des Annonces Légales Obligatoires, or BALO, on April 9, 2004, which we refer to as the Plavix® warrants, such Plavix® warrants are not the subject of the revised offers.

The original French offer opened on February 17, 2004. The original German offer opened on March 15, 2004 and the original U.S. offer opened on April 12, 2004. With respect to the Aventis securities, the revised French offer, the revised German offer and the revised U.S. offer are being made on substantially similar terms and completion of the revised offers is subject to the same conditions. However, holders of Aventis ordinary shares who are located in the United States and all holders of Aventis ADSs, wherever located, do not have the right to tender their Aventis securities in the revised French offer or the revised German offer and holders of Aventis ordinary shares who are not located in the United States do not have the right to tender their Aventis ordinary shares in the revised U.S. offer. This prospectus supplement, together with the prospectus dated April 9, 2004, covers only the revised U.S. offer for Aventis securities.

In separating our offers into the revised U.S. offer, the revised French offer and the revised German offer and in conducting the revised U.S. offer on the terms described in this prospectus supplement, we are relying on Rule 14d-1(d) under the Exchange Act which provides exemptive relief from otherwise applicable rules to persons conducting a tender offer under certain conditions. In order to qualify for exemptive relief under Rule 14d-1(d), or “Tier II” relief, among other conditions, less than 40% of the Aventis ordinary shares,

including Aventis ordinary shares represented by Aventis ADSs, must be held by holders who are resident in the United States, or U.S. holders. As we were not making the original U.S. offer pursuant to any agreement with Aventis, in determining that the original U.S. offer qualified for “Tier II” relief, we presumed, as permitted by Instruction 3 to Rule 14d-1(d), that less than 40% of the Aventis ordinary shares are held by U.S. holders because the aggregate trading volume of Aventis ordinary shares, including Aventis ordinary shares represented by Aventis ADSs, on all national securities exchanges and other trading markets in the United States in the 12-calendar-month period ending 30 days before the commencement of the original U.S. offer was less than 40% of the worldwide aggregate trading volume of Aventis securities over the same period; Aventis’s most recent annual reports filed with the SEC and with the AMF do not indicate that U.S. holders hold more than 40% of the Aventis securities; and, after reasonable investigation, we had no knowledge and had no reason to know that U.S. holders hold more than 40% of the Aventis securities.

The revised French offer and the revised German offer are not being made, directly or indirectly, in or into, and may not be accepted in or from, the United States. Copies of the offer documentation being used in the revised French offer and the revised German offer and any related materials are not being and should not be mailed or otherwise distributed or sent in or into the United States.

The distribution of this prospectus supplement and the making of this revised U.S. offer may, in some jurisdictions, be restricted by law. The revised U.S. offer is not being made, directly or indirectly, in or into, and may not be accepted from within, any jurisdiction in which the making of the revised U.S. offer or the acceptance thereof would not be in compliance with the laws of that jurisdiction. Persons who come into possession of this prospectus supplement should inform themselves of and observe any and all of these restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. We do not assume any responsibility for any violation by any person of any of these laws or restrictions.

Terms of the Revised U.S. Offer

Upon the terms and subject to the conditions of this revised U.S. offer, we are offering:

• 0.8333 of a newly issued Sanofi-Synthelabo ordinary share and €20.00 in cash, without interest, in exchange for each outstanding Aventis ordinary share validly tendered and not withdrawn; and

• 1.6667 newly issued Sanofi-Synthelabo ADSs (each Sanofi-Synthelabo ADS representing one-half of one Sanofi-Synthelabo ordinary share), and an amount in U.S. dollars equal to €20.00, in cash, without interest, in exchange for each outstanding Aventis ADS (each Aventis ADS representing one Aventis ordinary share) validly tendered and not withdrawn.

We refer to the foregoing mix of consideration as the “standard entitlement”.

Based on a price of €58.72 per Sanofi-Synthelabo ordinary share, which was the average daily closing price, weighted by volume, for Sanofi-Synthelabo ordinary shares on Euronext Paris during the calendar month ended on January 21, 2004, the terms of the revised U.S. offer value each Aventis ordinary share at €68.93, representing a premium of 31.4% over the average of the daily closing prices for Aventis ordinary shares on Euronext Paris during the same period, which was €52.46 per Aventis ordinary share. Based on the closing price of €57.75 for Sanofi-Synthelabo ordinary shares on Euronext Paris on January 23, 2004, the last trading day before the public announcement of the original U.S. offer, the terms of the revised U.S. offer value each Aventis ordinary share at €68.13, representing a premium of 18.4% over the closing price of €57.55 for Aventis ordinary shares on Euronext Paris on that date. Based on the closing price of €55.95 for Sanofi-Synthelabo ordinary shares on Euronext Paris on April 23, 2004, the last trading day before the public announcement of the revised U.S. offer, the terms of the revised U.S. offer value each Aventis ordinary share at €66.63, representing a premium of 0.6% over the closing price of €66.25 for Aventis ordinary shares on Euronext Paris on that date. Based on the closing price of €52.80 for Sanofi-Synthelabo ordinary shares on Euronext Paris on May 3, 2004, the most recent practicable trading day prior to the date of this prospectus supplement, the terms of the U.S. offer value each Aventis ordinary share at €64.00, representing a premium of 1.2% over the closing price of €63.25 for Aventis ordinary shares on Euronext Paris on that date.

Based on a price of $37.05 per Sanofi-Synthelabo ADS, which was the average daily closing price, weighted by volume, for Sanofi-Synthelabo ADSs on the NYSE during the calendar month ended on January 21, 2004, and the average exchange rate of €1 = $1.2606 during the same period, the terms of the revised U.S. offer value each Aventis ADS at $86.96, representing a premium of 30.8% over the average of the daily closing prices for Aventis ADSs on the NYSE during the same period, which was $66.50 per Aventis ADS. Based on the closing price of $37.01 for Sanofi-Synthelabo ADSs on the NYSE on January 23, 2004, the last trading day before the public announcement of the original U.S. offer, and an exchange rate of €1 = $1.2610, the terms of the revised U.S. offer value each Aventis ADS at $86.90, representing a premium of 19.0% over the closing price of $73.00 for Aventis ADSs on the NYSE on that date. Based on the closing price of $32.83 for Sanofi-Synthelabo ADSs on the NYSE on April 23, 2004, the last trading day before the public announcement of the revised U.S. offer, and an exchange rate of €1 = $1.1802, the terms of the revised U.S. offer value each Aventis ADS at $78.32, representing a discount of (1.8)% to the closing price of $79.76 for Aventis ADSs on the NYSE on that date. Based on the closing price of $31.00 for Sanofi-Synthelabo ADSs on the NYSE on May 3, 2004, the most recent practicable trading day prior to the date of this prospectus supplement, and an exchange rate of €1 = $1.1937, the terms of the revised U.S. offer value each Aventis ADS at $75.54, representing a premium of 0.4% over the closing price of $75.21 for Aventis ADSs on the NYSE on that date.

The cash consideration paid to tendering holders of Aventis ordinary shares will be paid in euros. The cash consideration paid to tendering holders of Aventis ADSs will be converted into U.S. dollars on the day that it is received by the U.S. ADS exchange agent at the then prevailing spot market rate and distributed, net of any expenses incurred, to the tendering holders of Aventis ADSs. See “Risk Factors”.

No Fractional Shares

No fractional Sanofi-Synthelabo ordinary shares will be issued in connection with the revised U.S. offer. In lieu of any fraction of a Sanofi-Synthelabo ordinary share that you would otherwise have been entitled to receive pursuant to the terms of the revised U.S. offer, you will receive an amount in cash equal to the product of that fraction and the average sale price per Sanofi-Synthelabo ordinary share, net of expenses, realized on Euronext Paris in the sale of all the aggregated fractional Sanofi-Synthelabo ordinary shares that would have otherwise been issued in the revised offers.

No fractional Sanofi-Synthelabo ADSs will be issued in connection with the revised U.S. offer. In lieu of any fraction of a Sanofi-Synthelabo ADS that you would otherwise have been entitled to receive pursuant to the terms of the revised U.S. offer, you will receive an amount in cash equal to the product of that fraction and the average sale price per Sanofi-Synthelabo ADS, net of expenses, realized on the NYSE in the sale by the U.S. ADS exchange agent of all the aggregated fractional Sanofi-Synthelabo ADSs that would have otherwise been issued in the revised U.S. offer.

The sale of the aggregated fractional Sanofi-Synthelabo ordinary shares on Euronext Paris and the sale of the aggregated fractional Sanofi-Synthelabo ADSs on the NYSE will occur no later than six trading days following the settlement of the revised offers. Payments of cash in lieu of any fractional Sanofi-Synthelabo ordinary share or fractional Sanofi-Synthelabo ADS that you would otherwise have been entitled to receive pursuant to the terms of the revised U.S. offer will be paid as promptly as practicable.

In no event will interest be paid on the cash to be received in lieu of any fraction of a Sanofi-Synthelabo ordinary share or any fraction of a Sanofi-Synthelabo ADS, regardless of any delay in making the payment.

Mix and Match Election

The revised U.S. offer, the revised French offer and the revised German offer each include a mix and match election feature, whereby tendering holders of Aventis securities may elect to receive the following forms of consideration in lieu of the standard entitlement described above.

All stock election

If you wish to receive only Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs, as the case may be, in respect of some or all of the Aventis securities that you tender:

• you may elect to receive 1.1739 newly issued Sanofi-Synthelabo ordinary shares in exchange for each outstanding Aventis ordinary share validly tendered and not withdrawn; or

• you may elect to receive 2.3478 newly issued Sanofi-Synthelabo ADSs (each Sanofi-Synthelabo ADS representing one-half of one Sanofi-Synthelabo ordinary share), in exchange for each outstanding Aventis ADS (each Aventis ADS representing one Aventis ordinary share) validly tendered and not withdrawn.

We refer to each of the above as an “all stock election” and the consideration received as the “stock consideration”. We refer to Aventis ordinary shares (including Aventis ordinary shares underlying Aventis ADSs) with respect to which an all stock election is made as “stock election shares”.

All cash election

If you wish to receive only cash in respect of some or all of the Aventis securities that you tender:

• you may elect to receive €68.93 in cash, without interest, in exchange for each outstanding Aventis ordinary share validly tendered and not withdrawn; or

• you may elect to receive an amount in U.S. dollars equal to €68.93, in cash, without interest, in exchange for each outstanding Aventis ADS validly tendered and not withdrawn.

We refer to each of the above as an “all cash election” and the consideration received as the “cash consideration”. We refer to Aventis ordinary shares (including Aventis ordinary shares underlying Aventis ADSs) with respect to which an all cash election is made as “cash election shares”.

You are not required to make any election with respect to any of the Aventis securities that you tender. If you do not make any election, you will receive the standard entitlement described above in “— Terms of the Revised U.S. Offer”.

You are not required to make the same election for all of the Aventis ordinary shares or Aventis ADSs that you tender and you may make an all stock election or an all cash election with respect to some or all of the Aventis securities that you tender.

Based on a price of €58.72 per Sanofi-Synthelabo ordinary share, which was the average closing price, weighted by volume, for Sanofi-Synthelabo ordinary shares on Euronext Paris during the calendar month ended on January 21, 2004, the terms of the revised U.S. offer value each Aventis ordinary share at €68.93, regardless of whether you receive the standard entitlement, the stock consideration or the cash consideration, in each case representing a premium of 31.4% over the closing price of €52.46 for Aventis ordinary shares on Euronext Paris on that date.

Based on the closing price of €57.75 for Sanofi-Synthelabo ordinary shares on Euronext Paris on January 23, 2004, the most recent trading day before the public announcement of the original U.S. offer, the terms of the revised U.S. offer value each Aventis ordinary share at €68.13, if you receive the standard entitlement, €67.79 if you receive the stock consideration and €68.93 if you receive the cash consideration, representing premiums of 18.4%, 17.8% and 19.8%, respectively, over the closing price of €57.55 for Aventis ordinary shares on Euronext Paris on that date.

Based on the closing price of €55.95 for Sanofi-Synthelabo ordinary shares on Euronext Paris on April 23, 2004, the most recent trading day before the public announcement of the revised U.S. offer, the terms of the revised U.S. offer value each Aventis ordinary share at €66.63, if you receive the standard entitlement, €65.68 if you receive the stock consideration and €68.93 if you receive the cash consideration, representing

premiums/(discounts) of 0.6%, (0.9)% and 4.0%, respectively, to the closing price of €66.25 for Aventis ordinary shares on Euronext Paris on that date.

Based on the closing price of €52.80 for Sanofi-Synthelabo ordinary shares on Euronext Paris on May 3, 2004, the most recent practicable trading day prior to the date of this prospectus supplement, the terms of the revised U.S. offer value each Aventis ordinary share at €64.00, if you receive the standard entitlement, €61.98 if you receive the stock consideration, and €68.93 if you receive the cash consideration, representing premiums/(discounts) of 1.2%, (2.0)% and 9.0%, respectively, to the closing price of €63.25 for Aventis ordinary shares on Euronext Paris on that date.

Based on the closing price of $37.01 for Sanofi-Synthelabo ADSs on the NYSE on January 23, 2004, the last trading day before the public announcement of the original U.S. offer, and an exchange rate of €1 = $1.2610, the terms of the revised U.S. offer value each Aventis ADS at $86.90, if you receive the standard entitlement, $86.89 if you receive the stock consideration and $86.92 if you receive the cash consideration, representing premiums of 19.0%, 19.0% and 19.1%, respectively, over the closing price of $73.00 for Aventis ADSs on the NYSE on that date.

Based on the closing price of $32.83 for Sanofi-Synthelabo ADSs on the NYSE on April 23, 2004, the last trading day before the public announcement of the revised U.S. offer, and an exchange rate of €1 = $1.1802, the terms of the revised U.S. offer value each Aventis ADS at $78.32, if you receive the standard entitlement, $77.08 if you receive the stock consideration and $81.35 if you receive the cash consideration, representing premiums/(discounts) of (1.8)%, (3.4)% and 2.0% respectively, to the closing price of $79.76 for Aventis ADSs on the NYSE on that date.

Based on the closing price of $31.00 for Sanofi-Synthelabo ADSs on the NYSE on May 3, 2004, the most recent practicable trading day prior to the date of this prospectus supplement, and an exchange rate of €1 = $1.1937, the terms of the revised U.S. offer value each Aventis ADS at $75.54 if you receive the standard entitlement, $72.78 if you receive the stock consideration and $82.28 if you receive the cash consideration, representing premiums/(discounts) of 0.4%, (3.2)% and 9.4%, respectively, to the closing price of $75.21 for Aventis ADSs on the NYSE on that date.

However, your all cash election or your all stock election will only be satisfied in full to the extent that sufficient off-setting all stock elections or all cash elections, as the case may be, have been made by other tendering holders of Aventis securities in the revised U.S. offer, the revised French offer and the revised German offer. To the extent that elections cannot be satisfied in full as a result of the lack of such off-setting elections, they will be subject to the proration and allocation adjustments described below. See “Risk Factors — If you make an all stock or all cash election there can be no assurance that you will receive all your consideration in the form you elected or that your election will result in the same mix of consideration regardless whether you tender your Aventis securities in the initial offer period or in the subsequent offering period, if any; in any event, you will not know the exact mix of consideration that you will receive until after the applicable expiration date and you are no longer able to withdraw your tender.”


	*Proration and allocation procedure*

If the total number of stock election shares tendered in the U.S. offer, the French offer and the German offer divided by the total number of cash election shares tendered in the U.S. offer, the French offer and the German offer (a ratio that we refer to as the “tendered ratio”) is not equal to 2.4466 (which is approximately equivalent to 71% divided by 29%, and which we refer to as the “election ratio”), then the following proration and allocation adjustments will be applied. The purpose of these adjustments is to ensure that, in the aggregate (and subject to adjustment if Aventis approves any dividend or interim dividend having payment or ex-dividend date before the final settlement of the offers), 71% of the Aventis ordinary shares (including Aventis ordinary shares represented by Aventis ADSs) tendered in the U.S. offer, the French offer and the German offer will be exchanged for Sanofi-Synthelabo ordinary shares (including Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs) and 29% will be exchanged for cash.

• In the event that the tendered ratio exceeds the election ratio, then:

• if you made a valid cash election, you will receive the cash consideration in exchange for each cash election share that you tendered; and

• if you made a valid stock election, you will receive the stock consideration in exchange for a reduced whole number of stock election shares that is equal to the total number of stock election shares that you tendered multiplied by the proration factor (as defined below), rounded down to the nearest whole number. You will receive the standard entitlement in exchange for the remainder of the stock election shares that you tendered.

• In the event that the tendered ratio is less than the election ratio, then:

• if you made a valid stock election, you will receive the stock consideration in exchange for each stock election share that you tendered; and

• if you made a valid cash election, you will receive the cash consideration in exchange for a reduced whole number of cash election shares that is equal to the total number of cash election shares that you tendered divided by the proration factor, rounded down to the nearest whole number. You will receive the standard entitlement in exchange for the remainder of the cash election shares that you tendered.

• In each case, the “proration factor” will be calculated by dividing the election ratio by the tendered ratio.

If there is a subsequent offering period, the same proration and allocation procedures will be applied to Aventis securities tendered during the subsequent offering period with respect to which tendering holders have made mix and match elections. See “The Revised U.S. Offer — Publication of Results; Subsequent Offering Period”.

If Aventis approves any dividend or any interim dividend in respect of the Aventis ordinary shares, including Aventis ordinary shares represented by Aventis ADSs, having a payment or ex-dividend date before the settlement of the revised offers, the election ratio will be adjusted as explained in “The Revised U.S. Offer — Consideration Offered after Payment of Aventis Dividends — Proration and allocation procedure”.

Election procedure

Tendering holders of Aventis securities may submit their mix and match elections by completing the appropriate section of the form of acceptance or other transmittal instruction sent to them by their bank, broker or custodian, or the appropriate section of the ADS letter of transmittal, as applicable, and returning it to their bank, broker or custodian or the U.S. ADS exchange agent, as applicable, at any time on or before the expiration date of the U.S. offer, or, if applicable, at any time during the subsequent offering period on or before the expiration date of the subsequent offering period. If you hold your Aventis ADSs in book-entry form, you should instruct your bank, broker or custodian to cause your mix and match election to be included in the agent’s message sent to the U.S. ADS exchange agent. See “— Procedures for Tendering Aventis ADSs — Aventis ADSs held in book-entry form.” Tendering holders of Aventis ordinary shares or Aventis ADSs who have not submitted a mix and match election prior to that time will be deemed to have elected the standard entitlement. You may withdraw or change your mix and match election at any time on or before the expiration date of the revised U.S. offer or, if applicable, at any time during the subsequent offering period and on or before the expiration date of the subsequent offering period.

We will determine all questions as to the validity of any mix and match election, in our sole discretion, which determination will be final and binding on all parties. We also reserve the absolute right to waive any defect or irregularity in any election, whether or not similar defects or irregularities are waived in the case of other holders of Aventis ordinary shares or Aventis ADSs. No election will be validly made until all defects or irregularities have been cured or waived. Neither we nor the joint dealer-managers, the U.S. ADS exchange agent

nor the information agent will have any obligation to notify you of any defects or irregularities in elections or incur any liability for failure to notify you of those defects or irregularities in elections.

Your mix and match election will not be valid unless you validly tender your Aventis securities pursuant to the terms of the revised U.S. offer and make a valid election as described in the instructions to the form of acceptance or ADS letter of transmittal, as the case may be. Please read the discussion below in the sections captioned “— Procedures for Tendering Aventis ADSs” and “— Procedures for Tendering Aventis Ordinary Shares”.

Illustrative examples of proration and allocation procedure

Example A — All Stock Election Oversubscribed. The following example illustrates how the proration and allocation procedure would work in the event that the all stock election is oversubscribed (i.e., the tendered ratio exceeds the election ratio). For purposes of this example, we assume the following:

• The conditions, including the minimum tender condition, to the revised U.S. offer, the revised French offer and the revised German offer are all satisfied.

• Aventis has approved any dividend or interim dividend to be paid to holders of record as of a date before the settlement date of the revised offers.

• At the expiration time, in aggregate, 500,000,000 Aventis ordinary shares (including Aventis ordinary shares represented by Aventis ADSs) have been validly tendered into the revised U.S. offer, the revised French offer and the revised German offer, pursuant to the following elections:

• 85,000,000 Aventis ordinary shares (including Aventis ordinary shares represented by Aventis ADSs) have been tendered pursuant to valid all stock elections;

• 15,000,000 Aventis ordinary shares (including Aventis ordinary shares represented by Aventis ADSs) have been tendered pursuant to valid all cash elections; and

• 400,000,000 Aventis ordinary shares (including Aventis ordinary shares represented by Aventis ADSs) have been tendered without making any election, and are therefore entitled to receive the standard entitlement.

• Shareholder A tendered 1,000 Aventis ordinary shares pursuant to a valid all stock election.

• Shareholder B tendered 1,000 Aventis ordinary shares pursuant to a valid all cash election.

• Shareholder C tendered 1,000 Aventis ADSs pursuant to a valid all stock election.

• Shareholder D tendered 1,000 Aventis ADSs pursuant to a valid all cash election.

• At the settlement date, the applicable exchange rate is €1 = $1.20 U.S. dollars, the trading price of Sanofi-Synthelabo ordinary shares on Euronext Paris is €55.95, and the trading price of Sanofi-Synthelabo ADSs on the NYSE is $32.83.

In this example the “tendered ratio” is 85,000,000 divided by 15,000,000 or 5.6667. Accordingly, the “proration factor” is 2.4466 divided by 5.6667 or 0.4318. After applying the proration and allocation procedures, the four shareholders A, B, C, and D would receive the following consideration:

• Shareholder A. Of the 1,000 Aventis ordinary shares Shareholder A tendered, 431 (which is 1,000 multiplied by 0.4318 and rounded down to the nearest whole number) would be exchanged for the stock consideration and 569 would be exchanged for the standard entitlement. Therefore, pursuant to the prorated stock election, Shareholder A would be entitled to receive 505.95 (which is 431 multiplied by 1.1739) Sanofi-Synthelabo ordinary shares, of which 505 whole shares would be delivered. Pursuant to the standard entitlement, Shareholder A would be entitled to receive 474.17 (which is 569 multiplied by 0.8333) Sanofi-Synthelabo ordinary shares, of which 474 whole shares would be delivered, and €11,380 (which is 569 multiplied by €20.00) in cash. In lieu of the

aggregate 1.12 (which is 0.95 plus 0.17) Sanofi-Synthelabo ordinary shares Shareholder A would otherwise be entitled to receive, Shareholder A would receive €62.66 (which is 1.12 multiplied by €55.95, the assumed share price on Euronext Paris), net of any sales expenses. See “The Revised U.S. Offer — No Fractional Shares”.

Therefore, in aggregate, Shareholder A would receive 979 (which is 474 plus 505) Sanofi-Synthelabo ordinary shares and €11,442.66 (which is €11,380 plus €62.66) in cash.

• Shareholder C. Of the 1,000 Aventis ADSs Shareholder C tendered, 431 (which is 1,000 multiplied by 0.4318 and rounded down to the nearest whole number) would be exchanged for the stock consideration and 569 would be exchanged for the standard entitlement. Therefore, pursuant to the prorated stock election, Shareholder C would be entitled to receive 1,011.90 (which is 431 multiplied by 2.3478) Sanofi-Synthelabo ADSs, of which 1,011 whole ADSs would be delivered. Pursuant to the standard entitlement, Shareholder C would be entitled to receive 948.33 (which is 569 multiplied by 1.6667) Sanofi-Synthelabo ADSs, of which 948 whole ADSs would be delivered, and $13,656.00 (which is 569 multiplied by €20.00 converted at the exchange rate of €1 = €1.20) in cash. In lieu of the aggregate 1.23 (which is 0.90 plus 0.33) Sanofi-Synthelabo ADSs Shareholder C would otherwise be entitled to receive, Shareholder C would receive $40.38 (which is 1.23 multiplied by $32.83, the assumed ADS price on the NYSE), net of any sales expenses. See “The Revised U.S. Offer — No Fractional Shares”.

Therefore, in aggregate, Shareholder C would receive 1,959 (which is 1,011 plus 948) Sanofi-Synthelabo ordinary shares and $13,696.38 (which is $13,656.00 plus $40.38) in cash.

• Shareholder B and Shareholder D. Because the tendered ratio exceeds the election ratio, no proration or adjustment would apply to any all cash election and Shareholder B and Shareholder D would each receive the cash consideration in exchange for all the Aventis securities they tendered.

Therefore, in exchange for the 1,000 Aventis ordinary shares tendered, Shareholder B would receive €68,930 (which is 1,000 multiplied by €68.93) in cash.

Therefore, in exchange for the 1,000 Aventis ADSs tendered, Shareholder D would receive $82,716 (which is 1,000 multiplied by €68.93 converted at the exchange rate of €1 = €1.20) in cash.

Example B — All Cash Election Oversubscribed. The following example illustrates how the proration and allocation procedure would work in the event that the all cash election is oversubscribed (i.e., the tendered ratio is less than the election ratio). For purposes of this example, we use the same assumptions as set forth above under “— Example A — All Stock Election Oversubscribed”, except that we assume, at the expiration time, in aggregate, in the revised U.S. offer, the revised French offer and the revised German offer:

• 15,000,000 Aventis ordinary shares (including Aventis ordinary shares represented by Aventis ADSs) have been tendered pursuant to valid all stock elections; and

• 85,000,000 Aventis ordinary shares (including Aventis ordinary shares represented by Aventis ADSs) have been tendered pursuant to valid all cash elections.

In this example the “tendered ratio” is 15,000,000 divided by 85,000,000 or 0.1765. Accordingly, the “proration factor” is 2.4466 divided by 0.1765 or 13.8618. After applying the proration and allocation procedures, the four shareholders A, B, C, and D would receive the following consideration:

• Shareholder A and Shareholder C. Because the tendered ratio is less than the election ratio, no proration or adjustment would apply to any all stock election and Shareholder A and Shareholder C would each receive the stock consideration in exchange for all the Aventis securities they tendered.

In exchange for the 1,000 Aventis ordinary shares tendered, Shareholder A would be entitled to receive 1,173.9 (which is 1,000 multiplied by 1.1739) Sanofi-Synthelabo ordinary shares, of which 1,173 whole shares would be delivered. In lieu of the 0.9 of a Sanofi-Synthelabo ordinary share Shareholder A would otherwise be entitled to receive, Shareholder A would receive €50.36 (which

is 0.9 multiplied by €55.95, the assumed share price on Euronext Paris), in cash, net of any sales expenses. See “The U.S. Offer — No Fractional Shares”.

In exchange for the 1,000 Aventis ADSs tendered, Shareholder C would be entitled to receive 2,347.8 (which is 1,000 multiplied by 2.3478) Sanofi-Synthelabo ADSs, of which 2,347 whole ADSs would be delivered. In lieu of the aggregate 0.8 of a Sanofi-Synthelabo ADS Shareholder C would otherwise be entitled to receive, Shareholder C would receive $26.26 (which is 0.8 multiplied by $32.83, the assumed ADS price on the NYSE), in cash, net of any sales expenses. See “The Revised U.S. Offer — No Fractional Shares”.

• Shareholder B. Of the 1,000 Aventis ordinary shares Shareholder B tendered, 72 (which is 1,000 divided by 13.8618 and rounded down to the nearest whole number) would be exchanged for the cash consideration and 928 would be exchanged for the standard entitlement. Therefore, pursuant to the prorated cash election, Shareholder B would be entitled to receive €4,962.96 (which is 72 multiplied by €68.93) in cash. Pursuant to the standard entitlement, Shareholder B would be entitled to receive 773.33 (which is 928 multiplied by 0.8333) Sanofi-Synthelabo ordinary shares, of which 773 whole shares would be delivered, and €18,560 (which is 928 multiplied by €20.00) in cash. In lieu of the 0.33 of a Sanofi-Synthelabo ordinary share Shareholder B would otherwise be entitled to receive, Shareholder B would receive €18.46 (which is 0.33 multiplied by €55.95, the assumed share price on Euronext Paris), net of any sales expenses. See “The Revised U.S. Offer — No Fractional Shares”.

Therefore, in aggregate, Shareholder B would receive 773 Sanofi-Synthelabo ordinary shares and €23,541.42 (which is €4,962.96 plus €18,560 plus €18.46) in cash.

• Shareholder D. Of the 1,000 Aventis ADSs Shareholder D tendered, 72 (which is 1,000 divided by 13.8618 and rounded down to the nearest whole number) would be exchanged for the cash consideration and 928 would be exchanged for the standard entitlement. Therefore, pursuant to the prorated cash election, Shareholder D would be entitled to receive $5,955.55 (which is 72 multiplied by €68.93 converted at an exchange rate of €1 = €1.20) in cash. Pursuant to the standard entitlement, Shareholder D would be entitled to receive 1,546.67 (which is 928 multiplied by 1.6667) Sanofi-Synthelabo ADSs, of which 1,546 whole ADSs would be delivered, and $22,272.00 (which is 928 multiplied by €20.00 converted at the exchange rate of €1 = €1.20) in cash. In lieu of the 0.67 of a Sanofi-Synthelabo ADS Shareholder D would otherwise be entitled to receive, Shareholder D would receive €22.00 (which is 0.67 multiplied by $32.83, the assumed ADS price on the NYSE), net of any sales expenses. See “The Revised U.S. Offer — No Fractional Shares”.

• Therefore, in aggregate, Shareholder D would receive 1,546 Sanofi-Synthelabo ADSs and $28,249.55 (which is $5,955.55 plus $22,272.00 plus $22.00) in cash.

Consideration Offered after Approval of Aventis Dividends

If Aventis approves any dividend or any interim dividend (in cash or in shares) in respect of the Aventis ordinary shares, including Aventis ordinary shares represented by Aventis ADSs, having a payment or ex-dividend date before the settlement of the revised offers, the consideration offered in exchange for each Aventis ordinary share and each Aventis ADS will be reduced by an amount equal to the net value of the dividend payable in the manner set forth below.


	*Standard entitlement*

The standard entitlement will be reduced as follows:

• For each Aventis ordinary share validly tendered and not withdrawn, you will receive:

• an amount in cash, without interest, that is equal to €20.00 less the amount in euros of the net dividend or interim dividend payable per Aventis ordinary share; and

• 0.8333 of a Sanofi-Synthelabo ordinary share.

• For each Aventis ADS validly tendered and not withdrawn, you will receive:

• an amount in U.S. dollars in cash, without interest, that is equal to €20.00 less the amount in euros of the net dividend or interim dividend payable per Aventis ordinary share; and

• 1.6667 Sanofi-Synthelabo ADSs.

All stock election

The stock consideration that you will be entitled to receive pursuant to an all stock election will be reduced as follows:

• For each Aventis ordinary share validly tendered and not withdrawn, you will receive that number of Sanofi-Synthelabo ordinary shares that is equal to the reduced exchange ratio (as defined below).

• For each Aventis ADS validly tendered and not withdrawn, you will receive that number of Sanofi-Synthelabo ADSs that is equal to 2 multiplied by the reduced exchange ratio.

In each case, the “reduced exchange ratio” will be calculated as a quotient, (1) the numerator of which is €68.93 (which is the implied value of the stock consideration based on the average closing price, weighted by volume, for Sanofi-Synthelabo ordinary shares on Euronext Paris during the calendar month ended on January 21, 2004) less the amount in euros of the net dividend or interim dividend payable per Aventis ordinary share and (2) the denominator of which is €58.72, which was the average closing price, weighted by volume, for Sanofi-Synthelabo ordinary shares on Euronext Paris during the calendar month ended on January 21, 2004.

All cash election

The cash consideration that you will be entitled to receive pursuant to an all cash election will be reduced as follows:

• For each Aventis ordinary share validly tendered and not withdrawn you will receive an amount in cash, without interest, that is equal to €68.93 less the amount in euros of the net dividend or interim dividend paid per Aventis ordinary share; and

• For each Aventis ADS validly tendered and not withdrawn you will receive an amount in U.S. dollars in cash, without interest, that is equal to €68.93 less the amount in euros of the net dividend or interim dividend paid per Aventis ordinary share.

In each case set forth above, the amount of “the net dividend or interim dividend paid per Aventis ordinary share” shall not include any avoir fiscal or reimbursement of the précompte and shall be before any tax withheld at source but shall be increased by the amount of the précompte per Aventis ordinary share paid by Aventis as a result of the distribution.

If holders of Aventis securities have the right to elect to receive any Aventis dividend in securities, the consideration offered in exchange for each Aventis ordinary share and each Aventis ADS tendered by such holders will be reduced by the net cash dividend in the manner described above.

Example of consideration offered after approval of dividend

On April 2, 2004, Aventis announced that its Supervisory Board had proposed a resolution authorizing a dividend of €0.82 per share in respect of Aventis’s 2003 results to be presented to Aventis shareholders for their approval at the next general meeting of Aventis shareholders. According to the third resolution included in the notice of the general meeting of shareholders published in the Bulletin des Annonces Légales Obligatoires, or BALO, on April 9, 2004, the dividend of €0.82 would originally have had an ex-dividend date of May 25, 2004 and a payment date of June 25, 2004. Pursuant to the agreement between Aventis and Sanofi-Synthelabo, Aventis has agreed to reschedule the meeting of shareholders originally scheduled for May 19, 2004 as well as the record and payment dates for the dividend. However, the rescheduled meeting will be asked to vote on the same agenda

that was included in the April 9, 2004 meeting notice (other than the resolutions relating to the Plavix® warrants and the limitation of voting rights). Assuming the Aventis shareholders approve a resolution for a €0.82 dividend per share, and assuming the ex-dividend date or payment date is prior to the settlement date of the revised offers, the revised terms of the standard entitlement, the all stock election and the all cash election would be as below:

Standard entitlement. The standard entitlement would be reduced as follows:

• For each Aventis ordinary share validly tendered and not withdrawn, you would receive:

• €19.18 in cash, without interest (which is €20.00 less €0.82); and

• 0.8333 of a Sanofi-Synthelabo ordinary share.

• For each Aventis ADS validly tendered and not withdrawn, you will receive:

• an amount in U.S. dollars equal to €19.18 in cash, without interest (which is €20.00 less €0.82); and

• 1.6667 Sanofi-Synthelabo ADSs.

All stock election. The stock consideration that you would be entitled to receive pursuant to an all stock election would be reduced as follows:

• For each Aventis ordinary share validly tendered and not withdrawn, you would receive 1.1600 Sanofi-Synthelabo ordinary shares (which is (€68.93 minus €0.82) divided by €58.72).

• For each Aventis ADS validly tendered and not withdrawn, you will receive 2.3200 Sanofi-Synthelabo ADSs (which is (€68.93 minus €0.82) divided by €58.72 multiplied by 2).

All cash election. The cash consideration that you would be entitled to receive pursuant to an all cash election will be reduced as follows:

• For each Aventis ordinary share validly tendered and not withdrawn you would receive €68.11 in cash, without interest (which is €68.93 less €0.82).

• For each Aventis ADS validly tendered and not withdrawn you would receive an amount in U.S. dollars equal to €68.11 in cash, without interest (which is €68.93 less €0.82).

Proration and allocation procedure

If Aventis approves any dividend or any interim dividend in respect of the Aventis ordinary shares, including Aventis ordinary shares represented by Aventis ADSs, having a payment or ex-dividend date before the settlement of the offers, the same proration and allocation procedures set forth in “— Mix and Match Election — Proration and allocation procedure” will be applied, except that the election ratio (initially calculated as 2.4466) will be recalculated as the ratio between:

• an amount equal to €48.93, the implied value, based on the closing price of €58.72, which was the average closing price, weighted by volume, for Sanofi-Synthelabo ordinary shares on Euronext Paris during the calendar month ended on January 21, 2004, of the 0.8333 of a Sanofi-Synthelabo ordinary share to be received in exchange for each Aventis ordinary share tendered pursuant to the standard entitlement; and

• an amount equal to €20.00 less the amount in euros of the net dividend or interim dividend paid per Aventis ordinary share, which is the amount in cash to be received in exchange for each Aventis ordinary share tendered pursuant to the standard entitlement after giving effect to the reduction described above under “Consideration Offered after Approval of Aventis Dividends — Standard entitlement”.

For example, if the general meeting of Aventis shareholders approves the €0.82 dividend at the rescheduled meeting of Aventis shareholders, and the dividend has a payment date or ex-dividend date before the settlement of

the revised offers, the revised election ratio to be used in applying the proration and allocation procedures set forth in “— Mix and Match Election — Proration and allocation procedure” would be 2.5512 (which is €48.93 divided by €19.18 (which is €20.00 less €0.82)).

Announcement of reduction

As soon as Aventis approves any dividend or any interim dividend that will have a payment or ex-dividend date before the expected settlement date, we will issue a press release setting forth the revised terms of the standard entitlement, the stock consideration and the cash consideration, giving effect to the reductions described above. In any event, the revised U.S. offer shall not expire until at least 10 business days after we issue this press release setting forth the reduced offer consideration.

Entitlement to Sanofi-Synthelabo Dividends

In respect of the Sanofi-Synthelabo ordinary shares, including Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs, issued in exchange or part exchange for your tendered Aventis securities, you will be entitled to receive:

• any annual dividend that is approved to be paid on the Sanofi-Synthelabo ordinary shares with respect to Sanofi-Synthelabo’s 2003 results; and

• any other dividend that is paid after the settlement of this exchange offer.

You will receive the annual dividend declared with respect to Sanofi-Synthelabo’s 2003 results on the date of the settlement of the revised offers (or the subsequent offering period, if any). Your entitlement to receive these dividends, if any, in respect of the Sanofi-Synthelabo ordinary shares, including Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs, that you receive in the revised U.S. offer is in addition to the consideration described above.

If the general meeting of Sanofi-Synthelabo shareholders approves the dividend of €1.02 per Sanofi-Synthelabo ordinary share in respect of 2003 results that has been proposed by the Sanofi-Synthelabo board of directors, on the date of the settlement of the revised U.S. offer (or the subsequent offering period, if any), you will be entitled to receive that dividend in respect of each Sanofi-Synthelabo ordinary share, including Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs, that you receive in exchange for your Aventis securities. Sanofi-Synthelabo has decided to distribute an interim dividend of €0.97 per Sanofi-Synthelabo ordinary share to be paid on May 5, 2004. The payment of this interim dividend will not affect your entitlement to receive the full dividend of €1.02 per Sanofi-Synthelabo ordinary share at the settlement of the revised U.S. offer. See “Recent Developments — Dividends”.

Ownership of Sanofi-Synthelabo after Completion of the Revised Offers

If all of the Aventis securities are validly tendered and exchanged pursuant to the terms of the revised U.S. offer, the revised French offer and the revised German offer, the former holders, other than Aventis, of Aventis securities and the current holders of Sanofi-Synthelabo securities, other than Sanofi-Synthelabo, will hold

the following percentages of Sanofi-Synthelabo’s outstanding share capital (other than share capital held by Sanofi-Synthelabo) and voting rights immediately after the exchange:


	Owned by
	Current Holders of			Owned by
	Sanofi-Synthelabo			Former Holders of
	Securities			Aventis Securities

Number of outstanding Sanofi-Synthelabo ordinary shares (including Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs) held after completion of the offers (a)		690,095,058			661,966,941
Percentage of share capital of Sanofi-Synthelabo		51	%		49	%
Percentage of total voting rights in Sanofi-Synthelabo		61	%		39	%

(a) On a diluted basis taking into account all in-the-money options and BSAs that are exercisable as of the expected closing date.

Conditions to the Revised U.S. Offer


	*Minimum tender condition*

Sanofi-Synthelabo will not be obligated to purchase any tendered Aventis securities pursuant to the revised U.S. offer unless Aventis ordinary shares (including Aventis ordinary shares represented by Aventis ADSs) representing at least 50% of the total share capital and voting rights in Aventis, calculated on a fully diluted basis, plus one Aventis ordinary share are validly tendered and not withdrawn in the revised U.S. offer, the revised French offer and the revised German offer, on a combined basis. We refer to this condition as the “minimum tender condition”.

For purposes of determining whether the minimum tender condition has been satisfied, the numerator will include all Aventis ordinary shares, including all Aventis ordinary shares represented by Aventis ADSs, validly tendered and not withdrawn, in the revised U.S. offer, the revised French offer and the revised German offer, on a combined basis at the expiration time of the revised offers, and the denominator will be Aventis’s fully diluted share capital, including all:

• issued and outstanding Aventis ordinary shares, including all Aventis ordinary shares represented by Aventis ADSs and all Aventis ordinary shares held as treasury stock by Aventis;

• Aventis ordinary shares subject to any outstanding Aventis subscription stock options (whether or not exercisable during the offer period) but not including any Aventis ordinary shares subject to any outstanding Aventis purchase stock options; and

• Aventis ordinary shares subject to any outstanding Aventis BSAs (whether or not exercisable during the offer period).

For the avoidance of doubt, as the Management Board and the Supervisory Board of Aventis have definitively revoked the issuance of the Plavix® warrants, any Aventis ordinary shares issuable on the exercise of such Plavix® warrants will not be taken into account in the calculation of the minimum tender condition.

We may waive the minimum tender condition at any time on or prior to the date that is five French trading days prior to the expiration date of the revised offers. Under French law and regulations, a waiver of the minimum tender condition is deemed to be an improved offer and may cause the AMF to extend the offer period; the AMF may also declare your tenders null and void, in which case in order to tender your Aventis securities in the revised U.S. offer, you will be required to re-tender your Aventis securities. Unless we have waived the minimum tender condition, if the minimum tender condition is not satisfied, the offers will not be completed and no Aventis securities will be exchanged or purchased. Neither Sanofi-Synthelabo nor holders of Aventis securities will know whether the minimum tender condition has been satisfied until the results of the offers are published by the AMF following the expiration date of the revised offers.

No antitrust condition

Pursuant to the terms and conditions of the original U.S. offer, the original French offer and the original German offer, Sanofi-Synthelabo’s obligation to complete the offers was subject to the conditions that the applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 had expired or been terminated and no order had been entered prohibiting the transaction. We referred to that condition as the “antitrust condition”. For the reasons set forth below, Sanofi-Synthelabo has determined that it is no longer necessary or advisable to make the revised U.S. offer, the revised French offer and the revised German offer subject to the antitrust condition. For further discussion of the competition and antitrust review and approvals to which the offers are subject, please see “Regulatory Matters”.

The discussions that have taken place between Sanofi-Synthelabo and the FTC have confirmed Sanofi-Synthelabo’s belief that it can obtain all U.S. antitrust regulatory approvals required for the acquisition of Aventis securities pursuant to the offers without materially impairing the value of the transaction to Sanofi-Synthelabo and its shareholders, including persons that become shareholders as a result of tendering their Aventis securities in the revised offers. However, there can be no assurance that Sanofi-Synthelabo can obtain all these U.S. antitrust regulatory approvals without the FTC extending the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 by requesting additional information or material from Sanofi-Synthelabo (a second request) before 11:59 p.m. on May 5, 2004. If the revised offers were to remain subject to the antitrust condition, under applicable French regulations, the revised French offer would lapse (“serait caduque”, meaning it would be null and void) in the event that the FTC issues a second request. Accordingly, because Sanofi-Synthelabo believes that it can obtain all U.S. antitrust regulatory approvals required for the acquisition of Aventis securities pursuant to the revised offers without materially impairing the value of the transaction to Sanofi-Synthelabo and its shareholders, and in order to prevent the revised French offer from lapsing (“est caduque”, meaning it is null and void) under applicable French regulations, if the FTC issues a second request, Sanofi-Synthelabo has determined that it is no longer necessary or advisable to condition the revised offers on the “antitrust condition”.

Share issuance condition

In addition, Sanofi-Synthelabo’s obligation to complete the revised U.S. offer is subject to the condition that the issuance of additional Sanofi-Synthelabo ordinary shares to be issued on completion of the revised U.S. offer, the revised French offer and the revised German offer has been duly approved by the shareholders of Sanofi-Synthelabo at a general meeting of shareholders. We refer to this condition as the “share issuance condition”. The meeting of Sanofi-Synthelabo shareholders originally scheduled for May 24, 2004 has been postponed and will be held no later than five trading days before the expiration date of the revised offers and, to the extent possible, after the meeting of Aventis shareholders. As of December 31, 2003, Total and L’Oréal, our two principal shareholders, held 178,476,513 and 143,041,202 Sanofi-Synthelabo ordinary shares, respectively, representing an aggregate 47.1% of our outstanding share capital (other than share capital held by Sanofi-Synthelabo) and 63.1% of our voting rights. At the meeting of the board of directors of Sanofi-Synthelabo on April 24, 2004, the representatives of Total and L’Oréal confirmed their full support of the revised offers. Total and L’Oréal have also expressed that, subject to the Agreement, dated April 25, 2004, between Aventis and Sanofi-Synthelabo, they will approve the increase in share capital that will be submitted to the general meeting of shareholders.

Offers unsuccessful

If the minimum tender condition or the share issuance condition is not satisfied, the revised offers will not be completed and no Aventis securities will be exchanged or purchased.

If the revised offers are not completed because a condition is not satisfied, Sanofi-Synthelabo reserves the right to commence a new offer or not, in its sole discretion, and to make that offer available in the United States or not, in its sole discretion. If the offers are not successful, the Aventis securities that you tendered in the U.S. offer will be returned to you without interest or any other payment being due. This should occur within one or two French trading days following the announcement of the failure of the offers.

Grounds for Withdrawing the Revised Offers; Return of Tendered Aventis Securities

In accordance with French law and regulations, Sanofi-Synthelabo reserves the right to withdraw the revised offers:

• within five French trading days following the date of the publication by the AMF of the timetable for a competing or an improved offer for Aventis by a competing bidder; or

• with the prior approval of the AMF if, prior to the publication by the AMF of the definitive results of the offers, Aventis adopts definitive measures that modify Aventis’s substance (modifiant sa consistance) or if the offers become irrelevant (sans objet) under French law.

The terms “modifiant sa consistance” and “sans objet” are subject to interpretation by the AMF. Sanofi-Synthelabo believes that the term “modifiant sa consistance” is generally understood to refer to measures taken by a target company following a launch of a tender offer for its securities, such as the sale of material business segments, which result in a significant change in the target company’s business operations. Sanofi-Synthelabo believes that the term “sans objet” is generally understood to refer to an offer that becomes irrelevant and loses its purpose when, for example, an offeror launches a separate, revised offer for the target company.

If the revised offers are withdrawn, the Aventis securities that you tendered in the revised U.S. offer will be returned to you without interest or any other payment being due. This should occur within one or two French trading days following the announcement of the withdrawal.

Expiration Date; Extension of the Revised U.S. Offer

The revised U.S. offer will expire at 5:00 p.m., New York City time on May 28, 2004, unless:

• the AMF sets a later expiration date for the tender period of the revised French offer;

• the AMF has not at that time set an expiration date for the tender period of the revised French offer;

• the AMF subsequently extends the tender period of the revised French offer; or

• the offers lapse or are withdrawn prior to that time.

We intend that the revised U.S. offer, the revised French offer and the revised German offer will all expire simultaneously. In its clearance decision, dated May 4, 2004, approving the terms of the revised French offer, the AMF confirmed that it had agreed to set the expiration date for the revised French offer such that the revised French offer, the revised German offer and the revised U.S. offer would expire at the same time.

Under French tender offer rules, it is the AMF that sets the expiration date for the revised French offer. The AMF also has the sole authority to determine whether or not to subsequently extend the French tender period. Sanofi-Synthelabo may not itself extend the tender period for the revised French offer.

In accordance with applicable French regulations, the AMF will set the expiration date for the revised French offer after it has reviewed and approved the recommendation statement (note d’information en réponse) that Aventis will be required to file after the AMF has approved Sanofi-Synthelabo’s revised French offer prospectus (note d’information). We have suggested, in our submission of the revised French offer to the AMF, that the AMF set the initial expiration date of the revised French offer at the end of June, 2004.

If the AMF sets the initial expiration date of the tender period in the revised French offer on a date that is later than May 28, 2004, we will, on the same day as the AMF’s decision, issue a press release announcing the AMF’s decision and announcing a corresponding extension of the revised U.S. offer. Our press release will set forth the expiration date and time of the extended U.S. offer and inform holders of Aventis securities that they

may tender, or withdraw their tendered, Aventis securities at any time until the expiration of the extended offer period. In addition, if on May 28, 2004, the AMF has not yet set the initial expiration date of the tender period in the French offer, we will extend the expiration date of the revised U.S. offer and follow the procedures described above to announce the extended expiration date.

The AMF may extend the tender period in the French offer under certain circumstances, including in the event of the initiation of a competing offer or of an improved offer by a competing bidder. If the AMF extends the initial French offer period, we will, on the same day, issue a press release announcing the AMF’s decision and a corresponding extension of the revised U.S. offer. Our press release will set forth the expiration date and time of the extended U.S. offer and inform holders of Aventis securities that they may tender, or withdraw their tendered, Aventis securities at any time until the expiration of the extended offer period.

Publication of Results; Subsequent Offering Period

We expect the AMF to publish the definitive results of the revised offers not later than nine French trading days following the expiration date of the offer period. However, upon determination that the minimum tender condition has been met, the AMF will publish provisional results prior to its publication of the definitive results. The AMF’s publication of the definitive results of the revised offers will disclose the total number of Aventis ordinary shares, including Aventis ordinary shares represented by Aventis ADSs, and the corresponding percentage of total capital and voting rights of Aventis that have been validly tendered.

If, as a result of the revised U.S. offer, the revised French offer and the revised German offer, we acquire in aggregate between two-thirds and 95% of Aventis’s total share capital and voting rights, or more than 50% if there has been a concurrent competing offer for Aventis securities, we intend to provide a subsequent offering period of at least 10 French trading days as permitted under the rules governing the revised French offer. If we have met the conditions for a subsequent offering period, we will announce our intention to provide a subsequent offering period at the same time that we announce the results of the revised offers, which we will do by issuing a press release as soon as practicable (but in no event later than 10 French trading days) after the AMF publishes definitive results of the revised offers. The AMF will then establish and publish the timetable for the subsequent offering period, which would ordinarily begin within a few days following the AMF’s publication of the timetable. In the event of a subsequent offering period, we will offer the same consideration that was offered during the initial offering period.

If we provide a subsequent offering period in the revised French offer, we will provide a subsequent offering period in the revised U.S. offer and the German offer. Sanofi-Synthelabo will issue a press release announcing the AMF’s decision to permit a subsequent offering period, announcing the effects of such AMF decision on the revised U.S. offer and advising the then-remaining holders of Aventis securities eligible to participate in the revised U.S. offer that they may tender their Aventis securities at any time until the expiration of the subsequent offering period. We will also announce that any Aventis securities tendered during the subsequent offering period may be withdrawn at any time until the expiration of the subsequent offering period.

Sanofi-Synthelabo will accept any and all Aventis securities tendered during the subsequent offering period and not validly withdrawn prior to the expiration of the subsequent offering period. Delivery of the Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs, as applicable, and the cash to be paid to tendering holders of Aventis securities in exchange for the Aventis securities tendered in the subsequent offering period will occur following the expiration of the subsequent offering period. See “— Delivery of Sanofi-Synthelabo Ordinary Shares, Sanofi-Synthelabo ADSs and Cash; Settlement Date” below. You will be entitled to make a mix and match election when tendering your Aventis securities in the subsequent offering period, as described under “— Mix and Match Election”.

Procedures for Tendering Aventis ADSs

Aventis American depositary receipts

If you hold certificates, commonly known as American depositary receipts, or ADRs, evidencing your Aventis ADSs, you may tender your Aventis ADSs by delivering the following materials to the U.S. ADS exchange agent prior to the expiration date at one of its addresses set forth on the back cover of this prospectus:

• your Aventis ADRs;

• a properly completed and duly executed ADS letter of transmittal, or a facsimile copy with an original manual signature, with any required signature guarantees; and

• any other documents required by the ADS letter of transmittal.

If an Aventis ADR is registered in the name of a person other than the signatory of the ADS letter of transmittal, the Aventis ADR must be endorsed or accompanied by the appropriate stock powers. The stock powers must be signed exactly as the name or names of the registered owner or owners appear on the Aventis ADR, with the signature(s) on the certificates or stock powers guaranteed as described below. See “— ADS letter of transmittal — Signature Guarantees”.

Aventis ADSs held in book-entry form.

If you hold your Aventis ADSs in book-entry form, you may tender your Aventis ADSs by taking, or causing to be taken, the following actions prior to the expiration date:

• a book-entry transfer of your Aventis ADSs into the account of the U.S. ADS exchange agent at the Depository Trust Company, or DTC, pursuant to the procedures described below;

• the delivery to the U.S. ADS exchange agent at one of its addresses set forth on the back cover of this prospectus of either:

• a properly completed and duly executed ADS letter of transmittal, or a facsimile copy with an original manual signature, with any required signature guarantees, or

• an agent’s message (as defined below); and

• delivery to the U.S. ADS exchange agent at one of its addresses set forth on the back cover of this prospectus of any other documents required by the ADS letter of transmittal.

The U.S. ADS exchange agent has established an account at DTC with respect to Aventis ADSs for purposes of the revised U.S. offer. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of Aventis ADSs by causing DTC to transfer such Aventis ADSs into the account of the U.S. ADS exchange agent in accordance with DTC’s procedure for the transfer. An “agent’s message” delivered in lieu of the ADS letter of transmittal is a message transmitted by DTC to, and received by, the U.S. ADS exchange agent as part of a confirmation of a book-entry transfer. The message states that DTC has received an express acknowledgment from the DTC participant tendering the Aventis ADSs that such participant has received and agrees to be bound by the terms of the ADS letter of transmittal and that we may enforce such agreement against such participant.

Aventis ADSs held in “street name”

If you are not the registered holder of your Aventis ADSs but hold your Aventis ADSs in “street name” through a broker, bank or custodian, you should contact your broker, bank or custodian to discuss the appropriate procedures for tendering.

ADS letter of transmittal

Signature Guarantees. In general, signatures on letters of transmittal must be guaranteed by a firm that is a member of the Medallion Signature Guarantee Program, or by any other “eligible guarantor institution,” as such

term is defined in Rule 17Ad-15 under the Exchange Act, each of which we refer to as an “eligible institution”. However, signature guarantees are not required in cases where Aventis ADSs are tendered:

• by a registered holder of Aventis ADSs who has not completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” on the ADS letter of transmittal; or

• for the account of an eligible institution.

Partial Tenders. If you wish to tender fewer than all of the Aventis ADSs evidenced by any ADRs delivered to the U.S. ADS exchange agent, you must indicate this in the ADS letter of transmittal by completing the box entitled “Number of Aventis ADSs Tendered”.

Treatment of Tendered Aventis ADSs. The ADS letter of transmittal authorizes the U.S. ADS exchange agent, as agent and attorney-in-fact for tendering holders of Aventis ADSs, among other things, to surrender tendered Aventis ADSs to the Aventis ADS depositary and instruct the Aventis ADS depositary to deliver the underlying Aventis ordinary shares even before Sanofi-Synthelabo accepts the tendered Aventis ADSs for exchange. Sanofi-Synthelabo intends to instruct the U.S. ADS exchange agent to take these actions promptly after the expiration of these offers so that the Aventis ordinary shares underlying the Aventis ADSs will be tendered as part of the French centralizing procedures within five business days after the expiration date. Sanofi-Synthelabo will agree under the ADS letter of transmittal that if it does not accept the tendered Aventis ADSs for exchange, it will cause the Aventis ordinary shares underlying those Aventis ADSs to be re-deposited under the deposit agreement and Aventis ADSs representing those Aventis ordinary shares to be delivered to the U.S. ADS exchange agent. The U.S. ADS exchange agent will then return the Aventis ADSs to you. You will retain beneficial ownership of tendered Aventis ADSs unless and until Sanofi-Synthelabo accepts the tendered Aventis ADSs for exchange. After acceptance, you will only have a right to receive the exchange consideration from Sanofi-Synthelabo in accordance with the revised U.S. offer.

Guaranteed delivery

If you wish to tender Aventis ADSs pursuant to this U.S. offer and your Aventis ADRs are not immediately available or you cannot deliver such Aventis ADRs and all other required documents to the U.S. ADS exchange agent prior to the expiration date, or you cannot complete the procedure for book-entry transfer on a timely basis, you may nevertheless tender such Aventis ADSs provided that all of the following conditions are satisfied:

• the tender is made by or through an eligible institution;

• a properly completed and duly executed notice of guaranteed delivery, substantially in the form made available by us, is received by the U.S. ADS exchange agent as provided below on or prior to the expiration date; and

• within three NYSE trading days after the date of execution of such notice of guaranteed delivery, you deliver to the U.S. ADS exchange agent, either:

• your Aventis ADRs, in proper form for transfer, together with a properly completed and duly executed ADS letter of transmittal or a manually executed facsimile copy, with any required signature guarantee, or

• a confirmation of a book-entry transfer of your Aventis ADSs into the account of the U.S. ADS exchange agent at DTC as described above, together with a properly completed and duly executed ADS letter of transmittal or a manually executed facsimile copy, with any required signature guarantee or an agent’s message.

The notice of guaranteed delivery may be delivered by hand or transmitted by facsimile transmission or mailed to the U.S. ADS exchange agent. The notice of guaranteed delivery must in all cases include a guarantee by an eligible institution in the form set forth in such notice. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the U.S. ADS exchange agent.

Procedures for Tendering Aventis Ordinary Shares

Aventis ordinary shares held through French financial intermediaries

If you hold your Aventis ordinary shares through a French financial intermediary, you should not complete the ADS letter of transmittal. Instead, your French financial intermediary should send you transmittal materials and instructions for participating in the revised U.S. offer. You may also use the transmittal materials that accompanied the prospectus dated April 9, 2004, if you were sent that prospectus before you received this prospectus supplement. If you have not yet received instructions from your French financial intermediary, please contact your French financial intermediary directly.

Aventis ordinary shares held through U.S. custodians

If you hold your Aventis ordinary shares through a U.S. custodian, you should not complete an ADS letter of transmittal. Instead, your U.S. custodian should either forward you the transmittal materials and instructions sent by the French financial intermediary that holds the Aventis ordinary shares on behalf of your U.S. custodian as record owner or send a separate form prepared by your U.S. custodian. If you have not yet received instructions from your U.S. custodian, please contact your U.S. custodian directly.

If you hold Aventis ordinary shares in pure registered (nominatif pur) form, you cannot tender them unless you first request that they be converted to administered registered (nominatif administré) form or to bearer form (au porteur). Aventis ordinary shares held in pure registered form (nominatif pur) are registered in the books of Aventis and are held in an account maintained by Société Générale, the shareholder services provider that Aventis has appointed. Aventis ordinary shares held in administered registered form (nominatif administré) are also registered in the books of Aventis but are held in an account maintained by an authorized financial intermediary (intermediaire financier habilité) of your own choice. Aventis ordinary shares held in bearer form (au porteur) are not registered in the books of the company and are held in an account maintained by an authorized financial intermediary of your own choice. If you wish to tender Aventis ordinary shares that you hold in pure registered form, you must arrange with your French financial intermediary or U.S. custodian, as applicable, to open an account in which your Aventis ordinary shares will be held. This process may involve the execution of a “mandat d’administration”, in the case of a request to convert your Aventis ordinary shares into administered registered form, or the execution of a “convention de service et d’ouverture de compte”, in the case of a request to convert your Aventis ordinary shares into bearer form, the content of both contracts being prescribed by the AMF. You should then send Société Générale, in its capacity as Aventis’s shareholder services provider, an instruction to convert your Aventis ordinary shares to administered registered form or bearer form, as applicable, and the identification of the account to which your Aventis ordinary shares should be transferred. (Your authorized French financial intermediary or U.S. custodian will provide you with the appropriate instruction form). Société Générale will then take the necessary steps to deliver your Aventis ordinary shares to the account identified in the instruction, in the case of conversion to administered registered form (nominatif administré), or to instruct the central depositary system (Euroclear France) to proceed with the conversion of your Aventis ordinary shares to bearer form and to deliver them to the identified account. The conversion takes approximately one to five French business days, and you will be responsible for any related fees, commissions and expenses.

Effects of Tender

By tendering your Aventis securities, you represent and warrant that you have the power and authority to tender, exchange, assign and transfer the Aventis securities tendered and to acquire the Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs, as applicable, and/or cash issuable or payable upon the exchange of your tendered Aventis securities, and that, when and if the Aventis securities are accepted for exchange, Sanofi-Synthelabo will acquire good, marketable and unencumbered title to the tendered Aventis securities, free and clear of all liens, restrictions, charges and encumbrances, and not subject to any adverse claim or right. You also warrant that you will, upon request, execute and deliver any additional documents deemed by Sanofi-Synthelabo or its agents to be necessary or desirable to complete the exchange, sale, assignment and transfer of the tendered Aventis securities.

By executing an ADS letter of transmittal or form of acceptance, you will irrevocably appoint us or our designees as your attorneys-in-fact and proxies. Our appointment, or that of our designees, will be to the full extent of your rights with respect to the Aventis securities tendered by you and accepted for exchange by Sanofi-Synthelabo or its designees. The appointment will be effective, and your voting rights will be affected, only when we accept for exchange your tendered Aventis securities in accordance with the terms of this revised U.S. offer. Once we accept for exchange your tendered Aventis securities, the appointment will be irrevocable. Upon the effectiveness of the appointment, all prior proxies given by you will be revoked without further action, and you will not be able to give powers of attorney, proxies or written consents with respect to the Aventis securities tendered by you and accepted by us. Our designees will have the authority to exercise all of your voting and other rights at any meeting of Sanofi-Synthelabo’s shareholders, by written consent in lieu of any such meeting or otherwise. Sanofi-Synthelabo reserves the right to require that, in order for your Aventis securities to be deemed validly tendered, immediately upon Sanofi-Synthelabo’s acceptance of such Aventis securities for exchange, Sanofi-Synthelabo must be able to exercise all rights of ownership, including full voting and disposition rights, with respect to such Aventis securities.

Other Requirements

If the ADS letter of transmittal, form of acceptance, notice of guaranteed delivery or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or other persons acting in a fiduciary or representative capacity, such persons should so indicate when signing. Proper evidence of authority to act must be submitted by such persons, although we may waive this requirement.

If any Aventis ADR or Aventis ordinary share or other evidence of ownership has been mutilated, destroyed, lost or stolen, you must:

• furnish to your French financial intermediary or U.S. custodian satisfactory evidence of ownership and of the destruction, loss or theft of such document;

• indemnify your French financial intermediary or U.S. custodian against loss; and

• comply with any other reasonable requirements.

If any Aventis ADR has been mutilated, destroyed, lost or stolen, you must contact the Aventis ADS depositary and comply with the requirements under the deposit agreement to obtain a replacement Aventis ADR before you will be able to tender those Aventis ADSs in this revised U.S. offer.

Your tender of Aventis ADSs or Aventis ordinary shares pursuant to any of the procedures described above in “— Procedures for Tendering Aventis ADSs” and “— Procedures for Tendering Aventis Ordinary Shares” will constitute your binding agreement with us to the terms and conditions of this revised U.S. offer.

Determination of Validity

We will determine, in our sole discretion, all questions as to the validity, form and eligibility for exchange of any tendered Aventis securities, as well as all questions as to the validity and form of any mix and match election. Our determination will be final and binding on the holders of Aventis securities. We reserve the absolute right to reject any and all tenders that we determine are not in proper form. We also reserve the right to disregard any attempted mix and match election that we determine is not in proper form and the right to waive any defect or irregularity in the tender of any Aventis securities of any particular holder, whether or not similar defects or irregularities are waived in the case of other securityholders. Unless otherwise waived by us, your tender of securities will not be valid until all defects or irregularities have been cured or waived. None of Sanofi-Synthelabo, the U.S. ADS exchange agent, the information agent, the dealer-managers or any other person will be under any duty to give notification of any defects or irregularities in the tender of any Aventis securities, or incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the revised U.S. offer will be final and binding on the holders of Aventis securities.

In addition, in tendering Aventis securities, you will represent and warrant that you have full power and authority to tender, sell, assign and transfer your Aventis securities (and any distributions) and, when the same are accepted for exchange by Sanofi-Synthelabo, Sanofi-Synthelabo will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and the same will not be subject to any adverse claim. Sanofi-Synthelabo reserves the right to reject any Aventis securities that it determines do not satisfy these conditions.

Withdrawal Rights

You may withdraw Aventis securities tendered to us pursuant to the revised U.S. offer at any time prior to its expiration. If a subsequent offering period is provided, you may withdraw any Aventis securities tendered during that subsequent period at any time prior to its expiration.

For a withdrawal to be effective, the French financial intermediary, the U.S. custodian or the U.S. ADS exchange agent, as applicable, must receive in a timely manner the written or facsimile transmission notice of withdrawal. Any such notice must specify the name of the person who tendered the Aventis securities being withdrawn, the number of Aventis securities being withdrawn and the name of the registered holder, if different from that of the person who tendered such Aventis securities.

If Aventis ADRs being withdrawn have been delivered or otherwise identified to the U.S. ADS exchange agent, then, prior to the physical release of such ADRs, (1) the U.S. ADS exchange agent also must receive the name of the registered holder and the serial numbers of the particular Aventis ADRs and (2) the signature(s) on the notice of withdrawal must be guaranteed by an eligible institution unless such Aventis ADSs have been tendered for the account of an eligible institution. If Aventis ADSs have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Aventis ADSs. If you have tendered Aventis ordinary shares, the notice of withdrawal must specify the name and number of the Euroclear France account to be credited with the withdrawn Aventis securities.

We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal. Our determination shall be final and binding on the holders of the Aventis securities. None of Sanofi-Synthelabo, the U.S. ADS exchange agent, the information agent, the dealer-managers or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Aventis securities properly withdrawn will be deemed not to have been validly tendered for purposes of the revised U.S. offer (or any subsequent offering period, as the case may be). However, withdrawn Aventis securities may be re-tendered at any time prior to the expiration date by following the procedures described above under “— Procedures for Tendering Aventis ADSs” or “— Procedures for Tendering Aventis Ordinary Shares”, as applicable.

Acceptance and Return of Aventis Securities

Subject to the terms and conditions of the revised U.S. offer, we will exchange any and all Aventis securities validly tendered and not properly withdrawn for Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs, as applicable, and cash, or return such Aventis securities as promptly as practicable under French tender offer practice after the expiration date. As permitted by the applicable rules of the SEC, we will accept for exchange and exchange, or return, as applicable, all Aventis securities in accordance with applicable French law and tender offer practice.

Acceptance of tendered Aventis securities

If the revised offers are successful, we will be deemed to have accepted for exchange all Aventis securities validly tendered and not properly withdrawn on the expiration date, as set forth in the final results of the offers (avis de résultat définitif) published in France by the AMF. Subject to the terms and conditions of the revised offers, the newly issued Sanofi-Synthelabo ordinary shares will be transferred to the account of the financial intermediary who tendered the Aventis securities.

Under no circumstances will interest be paid on the exchange of Aventis securities and/or cash for Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs, as applicable, regardless of any delay in making the exchange.

Return of tendered Aventis securities

In case any Aventis securities tendered in accordance with the instructions set forth in the offer materials are not accepted for exchange pursuant to the terms and conditions of this revised U.S. offer, we will cause these Aventis securities to be returned within one to two French trading days following the announcement of the withdrawal of the offers or the publication by the AMF of the results of the revised offers, as the case may be.

Miscellaneous

If we increase the consideration offered to any holder of Aventis securities prior to the expiration date, we will pay the increased consideration to all holders of Aventis securities that are exchanged in the revised U.S. offer, whether or not such Aventis securities were tendered prior to the announcement of such increase. In such circumstances, the AMF may require an extension of the offer period and may declare prior tenders invalid from the opening of the increased offer and require re-tenders of Aventis securities. In any event, the revised U.S. offer shall not expire until at least 10 business days after we increase the offer consideration. No such increase (other than the increase set forth in this prospectus supplement) is currently expected.

Delivery of Sanofi-Synthelabo Ordinary Shares, Sanofi-Synthelabo ADSs and Cash; Settlement Date

In the event that the revised offers are successful, Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs, as applicable, and cash will be delivered to the tendering holders of Aventis securities following the publication by the AMF of the final results of the revised offers for Aventis securities. If the revised offers are consummated, the final settlement date for the revised offers is currently expected to be within approximately 12 to 18 French trading days following the expiration date of the revised offers. Similarly, in the event of a subsequent offering period, if any, settlement is expected to occur within 12 to 18 French trading days following the expiration of that subsequent offer period. With respect to the tendered Aventis ADSs only, the cash consideration payable in the revised U.S. offer will be paid in U.S. dollars calculated by converting the applicable amount in euros into U.S. dollars using a current spot exchange rate, less expenses. If your Sanofi-Synthelabo ADSs will be evidenced by ADRs registered in your name, you may not receive these certificates until approximately two weeks after the settlement date.

Fees and Expenses

Except as set forth below, we will not pay any fees or commissions to any broker or other person soliciting tenders of Aventis securities pursuant to the revised U.S. offer, the revised French offer or the revised German offer.

Sanofi-Synthelabo will pay any stamp duty (impôt de bourse) provided by article 978 of the French tax code (Code général des impôts) with respect to Aventis ordinary shares tendered pursuant to an all cash election. Sanofi-Synthelabo will pay or cause to be paid any transfer taxes with respect to the exchange of Aventis ADSs not based on income.

Sanofi-Synthelabo will pay the brokerage fees, if any, and related value added taxes incurred by holders of Aventis securities tendering into the revised U.S. offer, up to a limit of 0.3% of the value of each Aventis security tendered, and subject to a maximum amount of €45 per account, including all taxes. Holders of Aventis securities

will not be reimbursed for any brokerage fees in any event that the revised U.S. offer is withdrawn or is not completed. Financial intermediaries will be paid a fee, net of tax, of €0.20 per Aventis ordinary share, with a maximum fee of €45 per account. This fee will not be paid in the event that the revised U.S. offer is withdrawn or is not completed and will not be paid in any event with respect to tendered Aventis securities owned by such financial intermediaries.

Sanofi-Synthelabo will pay the fees charged by the ADS depositary for Aventis ADSs tendered into the revised U.S. offer, including any fees charged by the ADS depositary to redeposit Aventis ordinary shares underlying tendered Aventis ADSs that have been previously withdrawn from deposit with the ADS depositary in the event that the revised offers are not consummated.

Merrill Lynch Pierce, Fenner & Smith Incorporated, referred to as Merrill Lynch & Co., and BNP Paribas Securities Corp. are acting as joint dealer-managers in the United States in connection with the revised U.S. offer and they or certain of their affiliates have provided financial advisory services to Sanofi-Synthelabo in connection with the contemplated acquisition of Aventis. Each of Merrill Lynch (France) and BNP Paribas will receive reasonable and customary compensation for its services in connection with the revised offers. Merrill Lynch & Co. and BNP Paribas Securities Corp. will not receive any specific fee as dealer-managers. We also will reimburse the financial advisors and dealer-managers for their expenses and indemnify them against specified liabilities and expenses in connection with the revised U.S. offer, the revised French offer and the revised German offer, including liabilities under the U.S. federal securities laws. Two directors of BNP Paribas are also directors of Total, which controls Elf Aquitaine, one of Sanofi-Synthelabo’s principal shareholders. In addition, one of Sanofi-Synthelabo’s directors, who is also a director of L’Oréal, is also a director of BNP Paribas. For further information, please refer to Annex A of the prospectus dated April 9, 2004. BNP Paribas and an affiliate of Merrill Lynch & Co. are lenders under Sanofi-Synthelabo’s credit facility and will receive customary compensation for such services. Subject to applicable laws and regulations, in the ordinary course of business, Merrill Lynch & Co., BNP Paribas and their respective affiliates may actively trade or hold the securities of Sanofi-Synthelabo and Aventis for their own accounts and for the accounts of customers and, accordingly, may at any time hold a long or short position in those securities.

We have also retained MacKenzie Partners, Inc. to act as information agent in connection with this revised U.S. offer. The information agent may contact holders of Aventis securities by mail, telephone, telex, fax, e-mail and personal interview and may request brokers, dealers and other nominee shareholders to forward these offer materials to owners of Aventis securities. The information agent will receive reasonable and customary fees for these services, plus reimbursement of its out-of-pocket expenses.

We have retained The Bank of New York to act as U.S. ADS exchange agent in connection with the revised U.S. offer. We will pay the U.S. ADS exchange agent reasonable and customary compensation for its services in connection with the revised U.S. offer, plus reimbursement of its out-of-pocket expenses. We will also reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding material to their customers.

We will indemnify the information agent and the U.S. ADS exchange agent against specified liabilities and expenses in connection with the revised U.S. offer, including liabilities under the U.S. federal securities laws. Indemnification for liabilities under the U.S. federal securities laws may be unenforceable as against public policy.

The cash expenses to be incurred in connection with the revised U.S. offer, the revised French offer and the revised German offer will be paid by Sanofi-Synthelabo and are estimated in the aggregate to be approximately €190 million. Such expenses include registration fees, the fees and expenses of the financial advisors and dealer-managers, U.S. ADS exchange agent and information agent, accounting and legal fees and printing costs and expenses related to the financing of the offer consideration, among others. These costs are divided into the costs that are directly attributable to the decision to acquire Aventis (approximately €100 million) and the costs attributable to the financing of the transaction through the issuance of shares or through incurring indebtedness (approximately €90 million).

Listing of Sanofi-Synthelabo Ordinary Shares and Sanofi-Synthelabo ADSs

Sanofi-Synthelabo ordinary shares are listed on Euronext Paris and trade under the symbol “SAN”. Sanofi-Synthelabo ordinary shares and Sanofi-Synthelabo ADSs are listed on the NYSE and Sanofi-Synthelabo ADSs trade under the symbol “SNY”. Sanofi-Synthelabo will apply for the supplemental listing on Euronext Paris of the Sanofi-Synthelabo ordinary shares to be issued in these offers. Sanofi-Synthelabo will apply for the supplemental listing on the NYSE of the Sanofi-Synthelabo ADSs to be issued in the revised U.S. offer and, for listing purposes only and not for trading purposes, will apply for the supplemental listing of the Sanofi-Synthelabo ordinary shares that are represented by such newly issued Sanofi-Synthelabo ADSs. Sanofi-Synthelabo will comply with all of the usual requirements of these exchanges within the time periods specified by these exchanges.

Treatment of Aventis Stock Purchase Options, Aventis Stock Subscription Options and Aventis BSAs

If you are the holder of exercisable Aventis stock purchase options or Aventis stock subscription options and you would like to tender the underlying Aventis ordinary shares into the revised U.S. offer, you must first exercise the options and then tender the underlying Aventis ordinary shares on or prior to the expiration date of the revised U.S. offer according to the instructions given in this document.

Pursuant to the Agreement, dated April 25, 2004, between Aventis and Sanofi-Synthelabo, Sanofi-Synthelabo has agreed to put in place the liquidity mechanisms described below. In general, these liquidity mechanisms are intended to enable the holders of Aventis stock options not to be affected by the revised offers and to benefit from the terms of the revised offers at the time that the holders of Aventis stock options exercise their stock options, without undue cost to the holders of the options, to Sanofi-Synthelabo or to Aventis. The mechanisms described below will be offered by Sanofi-Synthelabo to the holders of Aventis options in the form of a joint letter from Sanofi-Synthelabo and Aventis that will be dispatched by mail within 30 days of the publication of the results of the revised offers. The offer of the liquidity mechanisms to holders of Aventis securities will remain open for acceptance until March 31, 2005.

• Beneficiaries of the RPR or Hoechst purchase option plans. For holders who are resident in Germany, the United States or any other country where the conversion of existing options into Sanofi-Synthelabo options does not result in a tax or social security cost for the holder or for his employer, each purchase option will be converted into an option on Sanofi-Synthelabo ordinary shares with the conversion ratio being equal to the exchange ratio of 1.1739 under the all stock election in the revised offers and appropriate adjustments being made to the exercise price to preserve the same economic benefit for the holder. In jurisdictions where conversion of the RPR or Hoechst purchase options into Sanofi-Synthelabo options would result in a tax or social security cost to the holder and/or his employer, the holder will be offered liquidity agreements under the terms and conditions set out in the second bullet point below.

• Holders of stock subscription options in certain jurisdictions. Holders who are resident in Germany, the United States or any other country where the cancellation of an existing option in consideration for a new option grant does not result in a tax or social security cost for the holder or for his employer, will be offered a grant of new Sanofi-Synthelabo options in consideration of the cancellation of their Aventis stock subscription options. The number of Sanofi-Synthelabo options to be granted and the exercise price will be appropriately adjusted (based on the exchange ratio of 1.1739 under the all stock election in the revised offers) to preserve the same economic benefit for the holder.

• Holders of stock subscription options in all jurisdictions. Sanofi-Synthelabo will undertake to exchange the Aventis shares issued on the exercise of a subscription option under the following general conditions:

• Aventis shares are no longer listed on Euronext Paris, the Frankfurt Stock Exchange or the New York Stock Exchange or if Sanofi-Synthelabo owns more than 90% of the outstanding shares of Aventis.

• Exchange will only take place outside any “restricted period”, generally defined as the time when exercising the options would give rise to a negative tax or social security charge impact on any company in the Sanofi-Synthelabo group.

• Exchange based on the exchange ratio of 1.1739 in the all stock election.

• Fractional shares to be exchanged on the same basis.

• Cash option, with the amount of cash received based on the product of the then-current Sanofi-Synthelabo ordinary share price and the all stock exchange ratio of 1.1739.

• Customary protection in case of a merger of the Aventis entity.

For further details of the treatment of options agreed between Sanofi-Synthelabo and Aventis, see Schedule I to the Agreement, dated April 25, 2004, which is attached as an exhibit to the registration statement of which this prospectus supplement forms part and is incorporated into this prospectus supplement by reference.

If you are the holder of exercisable Aventis BSAs and you would like to tender the underlying Aventis ordinary shares into the U.S. offer, you must first exercise the Aventis BSAs and then tender the underlying Aventis ordinary shares on or prior to the expiration date of the U.S. offer according to the instructions given in this document.

Pursuant to applicable French law, Sanofi-Synthelabo has extended the revised French offer and the revised German offer to offer to acquire the Aventis BSAs. Sanofi-Synthelabo has not extended the revised U.S. offer to cover these securities, which were first issued to German employees of Aventis, because it does not believe that these securities are held by any U.S. holders.

Sanofi-Synthelabo intends to propose to offer holders of Aventis BSAs, who did not tender their Aventis BSAs into the revised French offer or the revised German offer, liquidity arrangements similar to those that it will offer to the holders of Aventis stock purchase options and Aventis stock subscription options as described above.

Treatment of Aventis’s Employee Savings Plans and Employee Share Purchase Plans

Sanofi-Synthelabo has not had access to important information relating to Aventis’s employee savings plans and employee shareholder plans. According to the Annual Reports on Form 11-K for the fiscal year ended December 31, 2002 filed with the SEC by Aventis Pharmaceuticals Inc. Savings Plan and Aventis Pharmaceuticals Puerto Rico Inc. Savings Plan, there exists a funding vehicle known as Aventis Pharmaceuticals Inc. Master Trust, that holds certain commingled assets on behalf of these two defined contribution 401(k) savings plans. As of December 31, 2002, the Master Trust held Aventis ordinary shares valued at over $79 million. According to the Annual Reports on Form 11-K for the fiscal year ended December 31, 2002 filed with the SEC by Aventis Behring L.L.C. Employee Savings Plan and Aventis Bio-Services Inc. Employee Savings Plan, there exists a mutual fund known as Aventis S.A. Stock Fund, which invests primarily in Aventis ordinary shares. As of December 31, 2002, participants in Aventis Behring L.L.C. Employee Savings Plan and Aventis Bio-Services Inc. Employee Savings Plan held aggregate investments in the Aventis S.A. Stock Fund valued at over $1 million. According to Aventis’s Annual Report on Form 20-F for the year ended December 31, 2001, in September 2000 Aventis launched a global employee stock purchase plan, called “Horizon”, through which employees subscribed for a total of 4.94 million newly issued Aventis ordinary shares, primarily through a company stock mutual fund (Fonds Communs de Placement Enterprise). According to Aventis’s Annual Report on Form 20-F for the year ended December 31, 2002, during 2002, employees subscribed for another 2.3 million newly issued Aventis ordinary shares through an employee stock purchase plan known as “Horizon 2002”. In addition, according to the registration statement on Form S-8 (file number 333-109076), dated September 24, 2003, filed by a U.S. affiliate of Aventis with the SEC with respect to the Aventis HORIZON 2003 Stock Purchase Plan, 6,500,000 Aventis ordinary shares were offered for subscription to employees of Aventis between September 27, 2003 and October 26, 2003, with up to 3,200,000 of such Aventis ordinary shares being offered through a leverage plan. According to the prospectus included as part of that registration statement, in general, all Aventis ordinary shares subscribed under the HORIZON 2003 plan have to be held by employees until April 1, 2008, except in the case of death, disability, retirement or termination of employment. In particular, in the event of a

tender offer only the financial institution that holds a security interest on the Aventis ordinary shares purchased under the leveraged plan may tender those shares. According to Aventis’s Annual Report on Form 20-F for the year ended December 31, 2003, it appears that approximately 2.5 million newly issued Aventis ordinary shares were subscribed under the Horizon 2003 plan.

In the event that any of the Master Trust, the Aventis S.A. Stock Fund or any other mutual fund through which participants invest under any of the foregoing employee savings plans and share purchase plans, or any other similar plans, is not able to tender any Aventis securities (including due to contractual, regulatory, tax or labor restrictions) into the revised U.S. offer, the revised French offer or the revised German offer prior to their expiration, or, if applicable, prior to the expiration of any subsequent offering period, and if the revised offers are successful, Sanofi-Synthelabo intends to consider on a case-by-case basis proposing alternatives to participants in these plans that will allow them to exchange their interests in Aventis securities for interests in Sanofi-Synthelabo ordinary shares on terms and conditions substantially similar to those proposed to holders of unexercised Aventis stock options.

In the event that an Aventis employee holds his or her Aventis securities under the employee savings plan or employee share purchase plan directly and is restricted from tendering any of those Aventis securities into these revised offers prior to their expiration, or, if applicable, prior to the expiration of any subsequent offer period (including due to contractual, regulatory, tax or labor restrictions), and if the revised offers are successful, Sanofi-Synthelabo intends to consider on a case-by-case basis proposing alternatives to participants in these plans that will allow them to exchange their interests in Aventis securities for interests in Sanofi-Synthelabo ordinary shares on terms and conditions substantially similar to those proposed to holders of unexercised Aventis stock options.

Regulatory Approvals

Under Council Regulation (EEC) No. 4064/89, the European Commission and any member state of the European Union that has successfully sought jurisdiction to review the offers under its national competition law must approve our acquisition of Aventis. However, we may complete the revised offers before this approval is received and completion of the revised offers is not conditioned on the approval of any European competition regulator. On April 26, 2004, the European Commission announced that it had approved Sanofi-Synthelabo’s proposed acquisition of Aventis, subject to certain conditions. See “Recent Developments — European Commission Competition Approval”. Our acquisition of Aventis must also be reviewed by the U.S. Federal Trade Commission and under applicable United States law, we may not complete the offers before the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Act of 1976. However, the revised offers are not subject to any antitrust condition. For further information, see “ — Conditions to the Revised U.S. Offer” and “Regulatory Matters — Competition and Antitrust”.

Accounting Treatment

The acquisition of the Aventis securities will be accounted for using the purchase method under both French and U.S. GAAP. Under the purchase method, the cost of the purchase will be based on the amount of cash paid to holders of Aventis securities, the market value of Sanofi-Synthelabo ordinary shares (including Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs) issued to holders of Aventis securities, and the direct transaction costs of the revised offers. Under French GAAP, the market value of the Sanofi-Synthelabo ordinary shares to be issued will be based on the price of Sanofi-Synthelabo ordinary shares as of the closing date. Under U.S. GAAP, the market value of the Sanofi-Synthelabo ordinary shares to be issued will be based on the average price of Sanofi-Synthelabo ordinary shares for the period beginning two days before and ending two days after the announcement of the offers. In Sanofi-Synthelabo’s consolidated financial statements, the cost of the purchase will be allocated to the Aventis assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, with any excess of the cost over the amounts allocated being recognized as goodwill. In-process research and development costs will be expensed immediately. This method may result in the carrying value of assets, including goodwill, acquired from Aventis being substantially different from the former carrying values of those assets.

Effect of the Revised Offers on the Market for Aventis Securities

For the reasons discussed below, if the revised offers for Aventis securities are completed, depending on the number of Aventis securities tendered, there may no longer be an active trading market for the Aventis securities, and their liquidity could be materially adversely affected.


	*Delisting of Aventis securities*

Aventis ADSs are listed and traded on the NYSE. Aventis ordinary shares are listed and traded on Euronext Paris and the Frankfurt Stock Exchange. Depending upon the number of Aventis securities acquired pursuant to the revised U.S. offer, the revised French offer and the revised German offer, following the completion of the revised offers, Aventis ADSs may no longer meet the listing requirements of the NYSE and the Aventis ordinary shares may no longer meet the listing requirements of Euronext Paris and/or the Frankfurt Stock Exchange. To the extent permitted under applicable law and stock exchange regulations, Sanofi-Synthelabo may seek to cause the delisting of Aventis ADSs and the Aventis ordinary shares on these exchanges. Further, subject to applicable law and the NYSE rules, Sanofi-Synthelabo may cause Aventis to terminate its deposit agreement, and petition, or cause Aventis to petition, the NYSE to delist the Aventis ADSs. If the deposit agreement for the Aventis ADSs is terminated, holders of Aventis ADSs will only have the right to receive the Aventis ordinary shares underlying the Aventis ADSs upon surrender of any ADR representing the Aventis ADSs and payment of applicable fees to the Aventis ADS depositary. There is no U.S. public trading market for the Aventis ordinary shares. Any petition for delisting Aventis securities on Euronext Paris is subject to the prior approval of the AMF, Euronext Paris having to consider whether the market for the Aventis securities has been materially adversely affected and whether delisting of the Aventis securities is in the best interests of the market.

If one or more of the NYSE, Euronext Paris and the Frankfurt Exchange were to delist the Aventis ADSs or Aventis ordinary shares, the market for Aventis ordinary shares and/or Aventis ADSs could be adversely affected. Although it is possible that the Aventis ordinary shares (and the Aventis ADSs, if we do not cause the deposit agreement to be terminated) would be traded on other securities exchanges or in the over-the-counter market, and the price quotations would be reported by such exchanges, or other quotation systems or by other sources, there can be no assurance that any such trading quotations will occur. The extent of the public market for the Aventis ordinary shares and Aventis ADSs and the availability of such quotations would depend upon the number of holders and/or the aggregate market value of the public float of Aventis ordinary shares and Aventis ADSs remaining at such time and the interest in maintaining a market in such securities on the part of securities firms.

To the extent the availability of such listings or quotations depends on steps taken by Sanofi-Synthelabo, Sanofi-Synthelabo may or may not take such steps. Therefore, you should not rely on any such listing or quotation being available following the successful completion of the revised offers.


	*Margin regulations*

Because they are listed on the NYSE, Aventis ordinary shares and Aventis ADSs (together with a guarantee of a certain series of cumulative preference shares of a subsidiary) currently are required to be registered under Section 12(b) of the Exchange Act. A further security of Aventis currently is required to be registered under Section 12(g) of the Exchange Act because it is held by more than 300 holders. Registration of these securities may be terminated by Aventis upon application to the SEC if they are no longer listed on a national securities exchange and if there are fewer than 300 holders. Termination of the registration of the Aventis securities under the Exchange Act would substantially reduce the information required to be furnished by Aventis to their holders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to these securities.

To the extent the registration of Aventis ordinary shares and Aventis ADSs under the Exchange Act depends on steps taken by Sanofi-Synthelabo, Sanofi-Synthelabo may or may not take such steps. Therefore, you should not rely on the continued registration of any Aventis securities under the Exchange Act.


	*Deregistration under the Exchange Act*

Aventis ADSs are currently “margin securities”, as defined under the rules of the Board of Governors of the Federal Reserve System, which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Aventis ADSs. If Aventis ADSs were deregistered under the Exchange Act and/or delisted from the NYSE, they would cease to qualify as “margin securities” which would likely have an adverse impact on their value.

Appraisal Rights

Neither holders of Aventis ordinary shares nor holders of Aventis ADSs are entitled to appraisal rights with respect to the revised U.S. offer, the revised French offer or the revised German offer as a matter of French law. There are no appraisal rights under French company law. Under applicable French stock market regulations, the AMF is responsible for determining the acceptability of the revised French offer by analyzing the value of the consideration offered in reference to customary valuation criteria. The notice of approval (avis de recevabilité) issued by the AMF could be challenged in court by any interested party within 10 days following its publication in BALO, the French legal gazette.

SOURCE AND AMOUNT OF FUNDS

Assuming all of the outstanding Aventis ordinary shares (including Aventis ordinary shares represented by Aventis ADSs), on a diluted basis taking into account all in-the-money options and BSAs that are exercisable as of the expected closing date, are tendered into the revised U.S. offer, the revised French offer or the revised German offer pursuant to the terms of the revised offers, we would be obligated to issue 661,966,941 Sanofi-Synthelabo ordinary shares (including Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs) to holders other than Aventis and its subsidiaries. The issuance of these new Sanofi-Synthelabo ordinary shares must be approved by the affirmative vote of two-thirds of the voting power present at a general meeting of Sanofi-Synthelabo shareholders. The meeting of Sanofi-Synthelabo shareholders originally scheduled for May 24, 2004 has been postponed. See “Recent Developments — Postponement of General Meetings of Shareholders.” As of December 31, 2003, Total and L’Oréal, our two principal shareholders, held 178,476,513 and 143,041,202 Sanofi-Synthelabo ordinary shares, respectively, representing in aggregate 47.1% of our outstanding share capital (other than share capital held by Sanofi-Synthelabo) and 63.1% of our voting rights. At the meeting of the board of directors of Sanofi-Synthelabo on April 24, 2004, the representatives of Total and L’Oréal confirmed their full support of the revised offers. Total and L’Oréal have also expressed that subject to the Agreement, dated April 25, 2004, between Aventis and Sanofi-Synthelabo, they will approve the increase in share capital that will be submitted to the general meeting of Sanofi-Synthelabo. See “Background and Reasons for the Revised Offers — Background of the Revised Offers”; “The Revised U.S. Offer — Conditions to the Revised U.S. Offer — Share issuance condition”.

Assuming all of the outstanding Aventis securities, on a diluted basis taking into account all in-the-money options that are exercisable as of the expected closing date, are tendered into the revised U.S. offer, the revised French offer or the revised German offer, and all of the Aventis BSAs are tendered into the revised French offer or the revised German offer, we would be obligated to pay an aggregate amount of approximately €16 billion in cash to the holders of those Aventis securities (other than Aventis and its subsidiaries). This amount will be lower if less than 100% of the currently outstanding Aventis securities are tendered into the offers. The amount may also vary depending on the number of Aventis securities outstanding at the time of the closing of the revised offers.

In connection with this transaction, we have entered into a credit facility agreement dated April 26, 2004 permitting borrowing in the amount of up to €16,000 million, which will be used mainly to finance the cash consideration to be paid to holders of Aventis securities pursuant to the revised offers and refinance certain debt of Aventis and its subsidiaries. This facility has been, subject to certain conditions, entirely underwritten by BNP Paribas and an affiliate of Merrill Lynch & Co. We may only borrow amounts under this credit facility if the offers are completed. However, subject to the delivery of customary certificates and other documents generally evidencing the success of the offers, the success of the offers is the only material condition to our ability to borrow amounts under this credit facility to finance the cash component of the offer consideration. Accordingly, we have not put in place any alternative financing arrangements.

The credit facility agreement provides that the credit facility will be divided into a €5,000 million term loan facility (“Tranche A”) with a final maturity date of January 24, 2005 (which may be extended in two six-month increments), a €5,500 million term loan facility (“Tranche B”) with a final maturity date of January 25, 2007, and a €5,500 million revolving loan facility (“Tranche C”) with a final maturity date of January 25, 2009.

Each Tranche is required to be repaid in its entirety on its final maturity date except that we have an option to extend the final maturity date of Tranche A in two six-month increments until a date that falls one year following the original final maturity date.

Amounts borrowed under Tranche A and Tranche B may only be used to finance part of the cash consideration to be paid to holders of Aventis securities pursuant to the revised offers. Amounts borrowed under Tranche C may be used for various purposes, including to finance part of the cash consideration to be paid to holders of Aventis securities pursuant to the revised offers, to pay fees, costs and expenses incurred in connection with the offers and to refinance certain indebtedness of Aventis and its subsidiaries.

Upon delivery of customary certificates and other documents generally evidencing the success of the revised offers, borrowings under the credit facility will be made available immediately upon all of the conditions to the

revised offers having been satisfied and when the cash consideration is required to be paid to holders of Aventis securities who have validly tendered such securities into the offers. Borrowings under Tranche A and Tranche B will be made available in euros only whereas borrowings under Tranche C will be made available in euros and, if used other than to finance part of the cash consideration to be paid pursuant to the revised offers, may be available in U.S. dollars, pounds sterling and Japanese yen.

The credit facility is subject to terms and conditions customary for facilities of this type, including mandatory prepayment provisions (for example, in the event of certain asset disposals or a change of control of Sanofi-Synthelabo), events of default (for example, in the event of cross-default or insolvency), representations and warranties (such as in relation to status, power and authority and financial statements), covenants (such as information undertakings, negative pledge and financial ratio), indemnities, provisions to protect the margin due to the lenders and commitment fee arrangements. In particular, under the financial covenants our consolidated net debt (generally defined as our total financial borrowings less our total cash, cash equivalents and marketable securities) may not exceed 2.5 times our consolidated EBITDA (generally defined as our operating profit plus (1) any amortization and depreciation charges, (2) any purchase-accounting charge in respect of in-process research and development or a write-up of inventory to fair value that we are required to take as a result of the acquisition of Aventis, and (3) any restructuring charge of up to €1 billion per year incurred in 2004 or 2005 that is incurred directly in connection with the acquisition of Aventis). Also, in general, the total financial borrowings of our subsidiaries on a consolidated basis (excluding any borrowings under the credit facility) may not exceed our consolidated EBITDA. There are also customary restrictions on our ability, in general, to create any security interest in our assets, to sell, lease, transfer or dispose of our assets (unless, in general, the net proceeds are applied to prepaying borrowings under the credit facility), to make acquisitions or investments outside the ordinary course of business in an aggregate amount in excess of €10 billion, to enter into a merger or amalgamation (other than with a subsidiary) or to issue any bonds (unless, in general, the net proceeds are applied to prepaying borrowings under the credit facility).

The applicable margin for each Tranche under the credit facility varies according to the credit ratings that will be assigned to us at the relevant time. The margin under Tranche A will be initially 0.40% per annum and may range from 0.35% per annum to 0.525% per annum, the margin under Tranche B will be initially 0.45% per annum and may range from 0.40% per annum to 0.575% per annum and the margin under Tranche C will be initially 0.50% per annum and may range from 0.45% per annum to 0.625% per annum. The margins determined above will be decreased by five basis points once more than 50% of the credit facility has been repaid and cancelled. Interest on euro-based borrowings shall accrue at the applicable margin plus EURIBOR, and interest on U.S. dollars, pounds sterling or Japanese yen shall accrue at the applicable margin plus LIBOR.

Sanofi-Synthelabo reasonably expects that it will be able to repay the amounts borrowed under the credit facility within five years out of internal cash flow. Sanofi-Synthelabo currently has no plans to refinance the credit facility.

On April 24, 2004, Sanofi-Synthelabo terminated the €12,000 million credit facility agreement dated January 25, 2004, which Sanofi-Synthelabo had entered into in connection with the proposed acquisition of Aventis on the terms and subject to the conditions of the original offers. See “Source and Amount of Funds” in the prospectus dated April 9, 2004.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF

SANOFI-SYNTHELABO AND AVENTIS

The following unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of income, which give effect to the offers, are presented in euros and reflect the combination of Sanofi-Synthelabo and Aventis using the purchase method under French GAAP. The pro forma adjustments are based upon available information and certain assumptions that Sanofi-Synthelabo believes are reasonable, including the assumptions that pursuant to the offers:

The unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of income are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial condition of the combined entities that would have been achieved had the U.S. offer, the French offer and the German offer been completed during the periods presented, nor are the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of income necessarily indicative of the future operating results or financial position of the combined entities. The unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of income do not reflect any cost savings or other synergies which may result from the combination or the effect of asset dispositions, if any, that may be required by regulatory authorities, other than the contemplated sale to GlaxoSmithKline of Sanofi-Synthelabo’s interests in Arixtra® and Fraxiparine®. In particular, the unaudited pro forma condensed combined financial information does not reflect the impact of the disposals and/or grants of licences of certain products, in addition to Arixtra® and Fraxiparine®, requested by the European Commission as conditions to its approval of the proposed acquisition of Aventis by Sanofi-Synthelabo, announced on April 26, 2004, because definitive agreements with respect to the disposal or licensing of these products have not yet been entered into. The unaudited pro forma financial information does not reflect any special items such as payments pursuant to change of control provisions or restructuring and integration costs which may be incurred as a result of the acquisition. In addition, the financial effects of any actions described in the section “Background and Reasons for the Offers — Reasons for the Offers” in the prospectus dated April 9, 2004, such as costs of rationalization or synergies, cannot currently be determined and are therefore not reflected in the unaudited pro forma condensed combined financial statements. Because Sanofi-Synthelabo has access only to publicly available financial information about Aventis’s accounting policies, there can be no assurance that the accounting policies of Aventis conform to those of Sanofi-Synthelabo.

The unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of income have been derived from and should be read in conjunction with the respective consolidated financial information of Sanofi-Synthelabo and Aventis as of and for the year ended December 31, 2003, which are incorporated by reference into this prospectus. All amounts are stated in euros. This pro forma information is subject to risks and uncertainties, including those discussed under “Risk Factors — We have not been given the opportunity to conduct a due diligence review of the non-public records of Aventis. Therefore, we may be subject to unknown liabilities of Aventis which may have an adverse effect on our profitability and results of operations” and “Risk Factors — We have not verified the reliability of the Aventis information included in, or incorporated by reference into, this prospectus and as a result, our estimates of the impact of consummation of the offers on the pro forma financial information in this prospectus may be incorrect.”

SANOFI-SYNTHELABO AND AVENTIS

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2003


						Planned
						Disposal of
						Arixtra®
						and
		Historical				Fraxiparine®,			Pro forma
		Sanofi-		Historical		and Aventis			Adjustments			Combined
		Synthelabo		Aventis French		Behring			French GAAP			Pro Forma
		French GAAP		GAAP		(Unaudited)			(Unaudited)			French GAAP
		(Audited)		(Audited)		(Note 5)			(Note 6)			(Unaudited)


		(In millions of euros)
ASSETS
Goodwill and other intangible assets			1,021		9,608		(18	)		48,953	(a)(b)		59,564
Property, plant and equipment			1,449		4,130		(89	)		–			5,490
Investments in/advances to equity investees and non-consolidated companies and other long term assets			242		3,512		108			(943	)(b)		2,919
Deferred income taxes			472		1,999		(3	)		–			2,468
Inventories			799		1,976		(100	)		2,100	(b)		4,775
Accounts receivable			1,491		2,354		–			–			3,845
Assets held for sale			–		1,182		(1,182	)		–			0
Other current assets			897		2,391		(15	)		–			3,273
Cash, marketable securities and short-term deposits			3,378		1,125		453			–			4,956

	Total assets		9,749		28,277		(846	)		50,110			87,290

LIABILITIES AND SHAREHOLDERS’ EQUITY
Shareholders’ equity			6,323		10,434		(81	)		22,557	(g)		39,233
Minority interests			18		167		–			665	(i)		850
Mandatorily redeemable partnership interest			–		198		–			–			198
Long-term debt			53		3,158		(429	)		15,595	(h)		18,377
Provision and other long-term liabilities			754		4,078		(9	)		369	(b)		5,192
Deferred income taxes			9		1,085		–			10,859	(b)(k)		11,953
Accounts payable			657		1,322		–			–			1,979
Liabilities related to operations held for sale			–		391		(391	)		–			0
Other current liabilities			1,620		5,517		64			65	(b)		7,266
Short-term debt and current portion of long-term debt			315		1,927		–			–			2,242

	Total liabilities and shareholders’ equity		9,749		28,277		(846	)		50,110			87,290

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

SANOFI-SYNTHELABO AND AVENTIS

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2003


								Planned
								Disposal of
								Arixtra® and
		Historical						Fraxiparine®,			Pro Forma
		Sanofi-			Historical			and Aventis			Adjustments			Combined
		Synthelabo			Aventis			Behring			French GAAP			Pro Forma
		French GAAP			French GAAP			(Unaudited)			(Unaudited)			French GAAP
		(Audited)			(Audited)			(Note 5)			(Note 6)			(Unaudited)


		(In millions of euros, except per share data)
Net sales			8,048			17,815			(1,312	)		—			24,551
Cost of goods sold			(1,428	)		(5,377	)		1,022			(2,100	) (b)		(7,883	)

	Gross profit ⁽³⁾		6,620			12,438			(290	)		(2,100	)		16,668

Research and development expenses			(1,316	)		(2,924	)		121			(4,000	) (b)		(8,119	)
Selling and general expenses			(2,477	)		(6,449	)		324			61	(e)		(8,541	)
Other operating income/(expenses), net ⁽⁴⁾			248			1,085			28			–			1,361

	Operating profit		3,075			4,150			183			(6,039	)		1,369

Intangible — Amortization and impairment (1)			(129	)		–			5			(2,928	) (a)(c)		(3,052	)
Financial income (expense), net			155			(151	)		23			(561	) (f)		(534	)
Exceptional items			24			–			209			–			233
Other income/(expense)			–			(501	)		164			–			(337	)
Income taxes			(1,058	)		(929	)		(139	)		1,959	(k)		(167	)
Income from equity investees, net			20			(107	)		–			–			(87	)
Goodwill amortization			(8	)		(480	) (2)		–			(428	) (a)(d)		(916	)
Minority interests			(3	)		(29	)		–			(52	) (j)		(84	)
Preferred remuneration			–			(52	)		–			52	(j)		–

	Net income/(loss)		2,076			1,901			445			(7,997	)		(3,575	)
Less:
In-process research and development									–			4,000			4,000
Inventory step-up (after tax)									–			1,356			1,356
To eliminate the estimated gain on the planned disposal of Arixtra®, Fraxiparine®, and related assets, net of tax									(145	)		–			(145	)

	Net income before non-recurring charges or credits directly attributable to the transaction								300			(2,641	)		1,636
Weighted average shares outstanding:
	Basic		702,745,208			785,905,944			–			–			1,352,276,532
	Diluted		702,920,945			788,252,669			–			–			1,355,207,090
Earnings per share:
	Basic		2.95			2.42									(2.64	)
	Diluted		2.95			2.41									(2.64	)
Earnings per share, based on net income before non-recurring charges or credits directly attributable to the transaction:
	Basic														1.21
	Diluted														1.21


(1)	Aventis does not identify amortization and impairment of intangible assets under a separate caption in its statement of income. Accordingly, no pro forma adjustment for the reclassification of the historical amortization and impairment of the intangible assets of Aventis (€126 million) to conform to Sanofi-Synthelabo’s presentation is reflected. Such amortization and impairment continues to be reflected under various captions of the statement of income on a pro forma basis.

(2)	Reclassified from operating profit in Aventis audited consolidated financial statements for the year ended December 31, 2003. See Note 3.

(3)	Aventis does not present a sub-total for “Gross profit” in its historical consolidated statement of operations. This sub-total has been added to conform to Sanofi-Synthelabo’s presentation.

(4)	Aventis classifies co-promotion income under net sales in its historical consolidated statement of operations. Co-promotion income has been reclassified to Other operating income/(expenses), net, for an amount of €252 million to conform to Sanofi-Synthelabo’s presentation (see note 3).

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

SANOFI-SYNTHELABO AND AVENTIS — FRENCH GAAP

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS


Note 1 —	Description of Transaction and Basis of Presentation

The transaction will be accounted for as a purchase by Sanofi-Synthelabo under the accounting principles generally accepted in France. Under the purchase method of accounting, the assets and liabilities of Aventis will be recorded as of the acquisition date, at their respective fair values, and added to those of Sanofi-Synthelabo.

The pro forma consolidated condensed financial statements have been derived from, and should be read in conjunction with, the historical consolidated financial statements, including the notes thereto, of Sanofi-Synthelabo and Aventis. For Sanofi-Synthelabo, financial statements for the year ended December 31, 2003 are included in its Annual Report on Form 20-F for the year ended December 31, 2003, which is incorporated into this prospectus by reference. For Aventis, financial statements for the year ended December 31, 2003 are included in its Annual Report on Form 20-F for the year ended December 31, 2003, which is incorporated into this prospectus by reference. See “Additional Information for Securityholders — Incorporation of Certain Documents by Reference”.


	*The transaction*

The transaction combines a revised U.S. offer, a revised French offer and a revised German offer to acquire all of the outstanding Aventis ordinary shares, including Aventis ordinary shares represented by Aventis ADSs. Under the terms of the revised offers, holders of Aventis ordinary shares will receive €20.00 in cash and 0.8333 of a Sanofi-Synthelabo ordinary share in exchange for each Aventis ordinary share validly tendered and not withdrawn. Holders of Aventis ADSs will receive an amount in U.S. dollars equal to €20.00 in cash and 1.6667 Sanofi-Synthelabo ADSs in exchange for each Aventis ADS validly tendered and not withdrawn. See “The Revised U.S. Offer — Terms of the Revised U.S. Offer”. The revised French offer and the revised German offer are also being made to acquire all of the outstanding Aventis BSAs for an aggregate consideration of approximately €6 million. The revised offers include a mix and match feature whereby holders of Aventis securities may elect to receive only Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs, as applicable, or only cash in exchange for any or all of the Aventis securities that they tender. However, these elections will be subject to proration and allocation adjustments that will ensure that, in the aggregate (and subject to adjustment if Aventis approves any dividend or interim dividend having an ex-dividend date before the settlement of the offers), 71% of the Aventis ordinary shares (including Aventis ordinary shares represented by Aventis ADSs) tendered in the offers will be exchanged for Sanofi-Synthelabo ordinary shares (including Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs) and 29% will be exchanged for cash. See “The U.S. Offer — Mix and Match Election”.

The offers are subject to the minimum tender condition and the shareholder approval condition, each of which is described in “The Revised U.S. Offer — Conditions to the Revised U.S. Offer”. If the revised offers are successful, we expect that we will exchange or purchase the Aventis securities during the second quarter of 2004.


	*Pro forma adjustments*

Because Sanofi-Synthelabo has access only to publicly available financial information about Aventis, the pro forma adjustments include a number of assumptions and adjustments, which the management of Sanofi-Synthelabo believes to be reasonable. However, Sanofi-Synthelabo’s adjustments and assumptions do not reflect any input from Aventis’s management or accountants. See “Risk Factors — We have not been given the opportunity to conduct a due diligence review of the non-public records of Aventis. Therefore, we may be subject to unknown liabilities of Aventis which may have an adverse effect on our profitability and results of operations” and “Risk Factors — We have not verified the reliability of the Aventis information included in, or incorporated by reference into, this prospectus and as a result, our estimates of the impact of consummation of the offers on the pro forma financial information in this prospectus may be incorrect.”

The pro forma adjustments are directly attributable to the transaction. The pro forma financial information does not reflect any cost savings potentially realizable from the elimination of certain expenses and from the synergies expected to be created and the anticipated costs of implementing such cost savings or synergies or the effect of asset dispositions, if any, that may be required by regulatory authorities, other than the contemplated sale to GlaxoSmithKline of Sanofi-Synthelabo’s interests in Arixtra® and Fraxiparine®. In particular, the unaudited pro forma condensed combined financial information does not reflect the impact of the disposals and/or grants of licences of certain products (in addition to Arixtra® and Fraxiparine®) requested by the European Commission as conditions to its approval of the proposed acquisition of Aventis by Sanofi-Synthelabo, announced on April 26, 2004, because definitive agreements with respect to the disposal or licensing of these products have not yet been entered into. Aggregate revenues for these products were approximately €320 million for the year ended December 31, 2003 (principally related to Campto®). The pro forma financial information does not reflect any special items such as payments pursuant to change of control provisions or restructuring and integration costs which may be incurred as a result of the transaction.

The pro forma financial information is based on preliminary estimates and assumptions set forth below and in Notes 2 and 5, which Sanofi-Synthelabo believes to be reasonable. The pro forma adjustments and allocation of purchase price are preliminary. Due to the limited financial and other information related to Aventis available to Sanofi-Synthelabo’s management, the excess of the purchase price over the book value of the assets to be acquired has been allocated according to a preliminary analysis by Sanofi-Synthelabo’s management based on available public information. The final allocation of the purchase price will be completed after asset and liability valuations are finalized by Sanofi-Synthelabo’s management. There can be no assurance that the final allocation of the purchase price will not differ from the preliminary allocation.

The pro forma financial information assumes that pursuant to the revised offers:

• all of the outstanding Aventis securities are exchanged for cash and Sanofi-Synthelabo securities, with a cash component of €20.00 and a share component valued at 0.8333 of a newly issued Sanofi-Synthelabo ordinary share for each Aventis security;

• all of the outstanding Aventis BSAs are purchased for cash in the revised French offer or the revised German offer, for aggregate consideration of €6 million;

• all of the outstanding Aventis stock options remain outstanding, and, at the termination of any transfer restriction period, each holder of an Aventis stock option will be able to exchange each Aventis ordinary share that is received as a result of the exercise of the option for 1.1739 Sanofi-Synthelabo ordinary shares, the same number of Sanofi-Synthelabo ordinary shares that a tendering holder would have been entitled to receive in the offers pursuant to an all stock election (assuming no proration and no reduction in respect of any dividend paid by Aventis); and

• the net cash consideration paid in the offers is financed by €15,595 million of new Sanofi-Synthelabo debt at an interest rate of 3.6%.

The unaudited pro forma condensed combined balance sheet as of December 31, 2003 assumes that the revised offers were consummated on that date. The unaudited pro forma condensed combined statement of income for the year ended December 31, 2003 give effect to the revised offers as if the revised offers had been consummated on January 1, 2003, the first day of the earliest financial period reported.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of what the operating results or financial condition of the combined businesses of Sanofi-Synthelabo and Aventis would have been had the revised offers been consummated on the respective dates assumed and are not necessarily indicative of the future operating results or financial condition of the combined businesses of Sanofi-Synthelabo and Aventis.


	*Sensitivity analysis*

The stock price used to compute the estimated purchase price is based on the average closing price of a Sanofi-Synthelabo ordinary share for the period beginning two days before and ending two days after the January 26, 2004 announcement of the original offers. However, the actual measurement date for the value of Sanofi-Synthelabo’s ordinary shares will occur after the proposed transaction is announced and when sufficient shares have been tendered to make the revised offers binding or when Aventis agrees to the terms of the transaction. For each €1.00 increase or decrease in the price of a Sanofi-Synthelabo ordinary share, the aggregate consideration payable pursuant to the terms of the offers would increase or decrease by approximately €649.5 million and annual amortization would increase or decrease by approximately €21.7 million.

For each one basis point increase (decrease) in the interest rate on the April 26, 2004 credit facility assumed to finance the transaction, pro forma combined net income before non-recurring charges or credits directly attributable to the transaction would decrease (increase) by €1.0 million.


Note 2 —	Purchase Price Computation and Allocation

The following is a preliminary estimate of the purchase price for Aventis:


Number of Aventis ordinary shares outstanding as of December 31, 2003	802,292,807
Shares held in treasury as of December 31, 2003 not tendered in the offers	(36,984)
Exchange ratio per share (five Sanofi-Synthelabo ordinary shares exchanged for six Aventis ordinary shares tendered)	0.8333

	668,546,519
Less: shares held in treasury, as of December 31, 2003, that are tendered in the revised offers (22,818,234 × 0.8333)	(19,015,195)

	649,531,324
Multiplied by Sanofi-Synthelabo’s average stock price for the period beginning two days before and ending two days after the January 26, 2004 announcement of the transaction, as an approximation for the stock price at the closing of the transaction	56.95	€36,990 million
Cash consideration to be paid pursuant to revised offers for Aventis ordinary shares		€15,589 million
Cash consideration to be paid for Aventis BSAs		€6 million
Estimated direct transaction costs, net of tax		€65 million
Estimated purchase price for ordinary shares and Aventis BSAs		€52,650 million

The cash consideration has been computed by applying the cash component of €20.00 per share to the number of Aventis ordinary shares outstanding, as of December 31, 2003 less the treasury shares that may not be tendered in the offers.

The estimated total costs relating to the transaction amount to €190 million, of which €100 million are direct transaction costs relating to the acquisition. The balance of €90 million relates to the fees attributable to the financing facility, which the management of Sanofi-Synthelabo considered to be primarily comprised of fees related to the establishment of the line of credit.

For the purpose of this pro forma analysis, the above estimated purchase price has been allocated based on a preliminary estimate of the fair value of assets and liabilities to be acquired:


		(In millions of euros)

Shareholders’ equity			10,434
Less: book value of participating and preference shares and capital equity notes, which are not purchased or exchanged in the offer			(681)

Book value of net assets acquired, adjusted to exclude equity securities which will remain outstanding upon consummation of the offer			9,753
Write-off of existing goodwill and other intangible assets			(9,286)

	Adjusted value of net assets acquired		467
Remaining allocation:
	Increase inventory to fair value		2,100
	In-process research and development charge		4,000
	Identifiable intangible assets at fair value		31,000
	Decrease participating and preference shares and capital equity notes to fair value		16
	Increase benefit plan liability to fair value (based on deferred actuarial losses of Aventis as of December 31, 2003)		(1,312)
	Deferred taxes on income		(10,859)
	Goodwill		27,238

Estimated purchase price			52,650

As required by Rule 99-02 of the Comité de la Réglementation Comptable (“CRC”) issued on April 29, 1999, the purchase price allocated to in-process research and development will be immediately expensed. Goodwill will be amortized over 30 years.

We do not have sufficient information at this time to provide specifics with regard to individual products, valuation methods and appraisal methods.

A valuation performed in accordance with the generally accepted accounting guidance would entail a determination of fair value using the income approach on a project-by-project basis utilizing the following information: a forecast of the estimated future net cash flows expected for a successful outcome of the project, adjusted by an estimate of the probability of success based on the stage of completion (risk) of the project, and then discounting these adjusted estimated future net cash flows to their present value using an appropriate discount rate. This adjustment would reflect the probability of success of each project based upon the nature of the product, the scientific data associated with the technology, the current patent situation and the stage of completion of the project. The forecast of future cash flows would require the following assumptions to be made:

• Revenue that is likely to result from specific in-process research and development projects, if they are successful, including the estimated number of units to be sold, estimated selling prices, estimated market penetration and estimated market share and year-over-year growth rates over the product-life cycles.

• Cost of sales related to the potential products using historical data, industry data or other sources of market data.

• Sales and marketing expense using historical financial data of the acquired company, industry data or other market data.

• General and administrative expenses.

• Research and development, or R&D, expenses.

In the absence of more detailed information, we defined identifiable intangible assets as developed technology and the associated trademarks. We tentatively approximated the identifiable intangible assets value

using an income approach, applied to consensus sales forecasts publicly available in the pharmaceutical industry, with a discount rate of 10%, and using certain other assumptions consistent with our first-hand knowledge of the industry. Identifiable intangible assets were amortized on a linear basis over a period equal to the number of years it would take to contribute 90% of the value of the identifiable intangible asset. These assumptions do not reflect any input from Aventis’s management or accountants.

With respect to in-process research and development, as Sanofi-Synthelabo has had access only to publicly available financial information about Aventis, data that would be needed to conduct a valuation of specific projects in the manner described above could not be gathered. Therefore, Sanofi-Synthelabo determined that the €4,000 million in-process research and development charge included as part of the pro forma condensed combined financial statements was a reasonable estimate based upon what is known about the various products within the Aventis pipeline, the market for the potential products it has been able to identify from publicly available information, including the probabilities of success of compounds in various stages of completion, Sanofi-Synthelabo’s own extensive experience with R&D activities, as well as a review of publicly available information for precedent combination and acquisition transactions in the healthcare industry. The estimation was performed using a discount rate of 10%, applied to the above publicly available market information adjusted by an estimate of the probability of success based on the stage of completion (risk) of the project. These assumptions do not reflect any input from Aventis’s management or accountants.

Although Sanofi-Synthelabo believes that its estimate of the identifiable intangible assets valuation and of the in-process research and development charge arising from the acquisition of Aventis is reasonable based upon publicly available information, no assurance can be given that a compound-by-compound valuation based upon the above cited factors will confirm Sanofi-Synthelabo’s estimate. If the actual compound-by-compound valuation, which Sanofi-Synthelabo expects to be completed within twelve months from the consummation of the revised offers, differs from the €31,000 million estimate and the €4,000 million estimate, respectively, for the identifiable intangible assets valuation and for the in-process research and development charge, Sanofi-Synthelabo will adjust the expected accounting entries and write-off to those amounts. The expected accounting entries, write-off and related disclosures will be included in Sanofi-Synthelabo’s annual filings with the AMF and the SEC.


Note 3 —	Accounting Policies and Financial Statement Classifications

Because Sanofi-Synthelabo has access only to publicly available financial information about Aventis’s accounting policies, there can be no assurance that the accounting policies of Aventis conform to those of Sanofi-Synthelabo. Please see “Risk Factors — We have not been given the opportunity to conduct a due diligence review of the non-public records of Aventis. Therefore, we may be subject to unknown liabilities of Aventis which may have an adverse effect on our profitability and results of operations” and “Risk Factors — We have not verified the reliability of the Aventis information included in, or incorporated by reference into, this prospectus and, as a result, our estimates of the impact of consummation of the revised offers on the pro forma financial information in this prospectus may be incorrect.”

Upon completion of the transaction, accounting policies and financial statement classifications will be reviewed. As a result of that review, it may become necessary to make certain reclassifications to the combined company’s financial statements to conform to those accounting policies and classifications that are determined to be more appropriate.

Based upon publicly available information, we identified certain differences in the presentation of the balance sheet and of the statement of income between Sanofi-Synthelabo and Aventis. Accordingly, we reclassified in the statement of income of Aventis the amortization of goodwill (included in the operating result) to conform to Sanofi-Synthelabo’s presentation (taken into account below the operating result) and the co-promotion income (presented by Aventis under net sales and by Sanofi-Synthelabo as a component of other operating income/(expense)). Certain other differences were identified that should have been reclassified to conform Aventis’s historical financial statements to the pro forma presentation; however, such reclassification could not be performed in the absence of more detailed information. These differences relate in particular to the classification of deferred taxes on the consolidated balance sheet and of intangible amortization, license income,

restructuring provisions, product sales and foreign exchange gains and losses on the consolidated statement of income.


Note 4 —	Intercompany Transactions

Upon completion of the transaction, any transactions that occurred between Sanofi-Synthelabo and Aventis would be considered intercompany transactions. Balances and transactions between Sanofi-Synthelabo and Aventis as of and for the period presented are not significant.


Note 5 —	Disposal of Arixtra® and Fraxiparine®, and Aventis Behring

This column reflects adjustments that give effect to the contemplated sale to GlaxoSmithKline of Arixtra®, Fraxiparine® and related assets, including the manufacturing facility located at Notre Dame de Bondeville, France. Sanofi-Synthelabo announced on April 13, 2004 that it had entered into an agreement regarding the divestment of these assets to GlaxoSmithKline having previously announced on January 26, 2004 that it had begun a sales process to divest its interests in Arixtra® and Fraxiparine® in order to be able to respond to possible demands of the competition authorities. See “Recent Developments — Sale of Arixtra® and Fraxiparine®.” The disposal of these assets to GlaxoSmithKline is conditioned on the successful completion of the revised offers. The unaudited pro forma condensed combined balance sheet gives effect to this transaction as if it had taken place on December 31, 2003 and the unaudited pro forma condensed combined statement of income gives effect to this transaction as if it had taken place on January 1, 2003. The adjustments reflected in the unaudited pro forma condensed combined financial statements are based on historical figures as included in Sanofi-Synthelabo’s consolidated financial statements as of, and for the year ended, December 31, 2003, which are incorporated into this prospectus supplement by reference. For purposes of these unaudited pro forma condensed combined financial statements, proceeds from the disposal have been estimated at €453 million. Prior to entering into the agreement with GlaxoSmithKline, Sanofi-Synthelabo had acquired in February 2004 all of NV Organon’s interests relating to Arixtra® (fondaparinux sodium), idraparinux and other oligosaccharides in consideration of certain payments largely based on future sales. The unaudited pro forma condensed combined financial statements reflect only the effects of this transaction with Organon related to Arixtra®. These effects are based on preliminary estimates made by management. Sanofi-Synthelabo is in the process of determining the expected accounting entries and related disclosures, which will be included in Sanofi-Synthelabo’s interim filing with the AMF and annual filing with the SEC.

This column also reflects the impact of the disposal of Aventis Behring to CSL, which was completed on March 31, 2004, in the manner and for the amounts disclosed in note 30 to Aventis consolidated financial statements as of, and for the year ended, December 31, 2003, which are incorporated into this prospectus supplement by reference.


Note 6 —	Pro Forma Adjustments

Adjustments included in the column under the heading “Pro Forma Adjustments” primarily relate to the following:

(a) To eliminate historical goodwill and historical intangible assets (€9,286 million, excluding software), and related amortization expense recorded by Aventis of approximately €480 million and €126 million for the year ended December 31, 2003, respectively.

(b) To record the allocation of the estimated purchase price: to reflect the difference between the book value and the fair value of net assets acquired, and also the accrual of estimated direct transaction costs for €65 million net of taxes. The differences between the book value and the fair value of net assets acquired are the following (see Note 2):

• To record goodwill: €27,238 million;

• To record identifiable intangible assets at fair value: €31,000 million;

• To record in-process research and development: €4,000 million;

• To increase inventory to fair value, based on the net realizable value, estimated as the expected selling price in the ordinary course of business less reasonable costs of completion and disposal and a reasonable profit allowance for the completion and selling effort: €2,100 million;

• To increase benefit plan liability to fair value, based on the unrecognized net actuarial gains and losses of Aventis, as of December 31, 2003: €1,312 million, classified as a reduction in long-term assets on the asset side for €943 million and as an increase of provision and other long-term liabilities for €369 million;

• To decrease the participating shares and capital equity notes to their estimated fair value: €16 million;

• To record the Aventis BSAs for €6 million; and

• To compute deferred taxes on the above adjustments: €10,859 million.

(c)   To record the amortization expense related to the value of identifiable intangible assets from the purchase price allocation, which are being amortized over their estimated useful lives ranging from 7 to 17 years, of approximately €3,054 million for the year ended December 31, 2003.

(d)   To record the amortization expense related to goodwill from the purchase price allocation, which is being amortized over an estimated useful life of 30 years, of approximately €908 million for the year ended December 31, 2003.

(e)   To record the amortization of the benefit plan liability increase to fair value over 20 years, for an amount of approximately €61 million for the year ended December 31, 2003.

(f)   To record the interest costs of the bridge financing, which were computed using an effective interest rate of 3.6%, for an amount of approximately €561 million for the year ended December 31, 2003. See “Source and Amount of Funds”.

(g)   To adjust the shareholders’ equity for the following:

• To remove the historical balance of Aventis (€9,753 million decrease).

• To record the consideration paid for Aventis through the issuance of ordinary shares by Sanofi-Synthelabo (€36,990 million increase), excluding the amount allocated to the transaction costs.

• To record the estimated write-off of in-process research and development (€4,000 million decrease). See also Note 2.

• To record the transfer to minority interest of the book value of the capital equity notes, participating and preference shares (€681 million);

(h)   To record borrowing under new credit facility to finance the acquisition of Aventis ordinary shares (€15,589 million) and the debt related to the Aventis German warrants (€6 million);

(i)   To record the fair value of the capital equity notes and the participating and preference shares as minority interests (€665 million);

(j)   To reclassify preferred remuneration to minority interests (€52 million); and

(k)   To adjust income taxes for pro forma adjustments, computed using a rate of 35.43%, equal to the French statutory tax rate.


Note 7 —	Significant Differences Between French GAAP and U.S. GAAP

Sanofi-Synthelabo prepares its consolidated financial statements in accordance with French GAAP, which, as applied by Sanofi-Synthelabo, differs in certain significant respects from accounting principles generally accepted in the United States of America (commonly known as U.S. GAAP). The effects of the application of U.S. GAAP on the pro forma adjustments, and ultimately on combined pro forma net income and shareholders’ equity, are set out in the following tables.

Historical U.S. GAAP adjustments for Sanofi-Synthelabo relative to the year ended, and as of, December 31, 2003 have been derived from the consolidated financial statements for the year ended December 31, 2003 that are included in its Annual Report on Form 20-F for the year ended December 31, 2003, which is incorporated into this prospectus by reference. See “Additional Information for Securityholders — Incorporation of Certain Documents by Reference”.

Historical U.S. GAAP adjustments for Aventis have been derived from the financial statements for the year ended December 31, 2003 that are included in its Annual Report on Form 20-F for the year ended December 31, 2003, which is incorporated into this prospectus by reference. See “Additional Information for Securityholders — Incorporation of Certain Documents by Reference”.

The transaction is considered to be an acquisition by Sanofi-Synthelabo under French GAAP. Management has carefully considered all of the factors in paragraph 17 of SFAS 141, and, in particular, the fact that if all of the Aventis securities are validly tendered and exchanged, immediately after the exchange, the current holders of Sanofi-Synthelabo ordinary shares (including Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs) will own approximately 51% of the share capital and approximately 60% of the voting rights of the combined entity and the former holders of Aventis ordinary shares (including Aventis ordinary shares represented by Aventis ADSs) will own approximately 49% of the share capital and approximately 40% of the voting rights of the combined entity on a fully-diluted basis taking into account all options exercisable at the expected consummation date. Management also considered, among other factors, that, immediately after the exchange, Total and L’Oréal, Sanofi-Synthelabo’s principal shareholders, will own approximately 13% and approximately 11%, respectively, of the share capital and approximately 21% and approximately 17%, respectively, of the voting rights of the combined entity, while the largest former shareholder of Aventis will own approximately 7% of the share capital and approximately 5% of the voting rights in the combined entity. Management also considered that, based on a price of €58.72 per Sanofi-Synthelabo ordinary share, which was the average of the daily closing prices, weighted by volume, for Sanofi-Synthelabo ordinary shares on Euronext Paris during the calendar month ended on January 21, 2004, the terms of the revised offers value each Aventis ordinary share at €68.93, which represents a premium of 31.4% over the average of the daily closing prices, weighted by volume, for Aventis ordinary shares on Euronext Paris during the same period, which was €52.46 per Aventis ordinary share. Management further considered that the composition of neither the board of directors nor the senior management of the combined entity will reflect a majority in favor of Aventis and that the current Chairman and Chief Executive Officer of Sanofi-Synthelabo will continue to be the Chairman and Chief Executive Officer of the combined entity and will select the senior managers who will form the Comité de Direction (management committee) of the combined entity. Based on this analysis, management has concluded that, under U.S. GAAP, the transaction is also to be treated as an acquisition of Aventis by Sanofi-Synthelabo.

7.1 Reconciliation of combined pro forma net income and combined pro forma shareholders’ equity

The effects of the application of U.S. GAAP on the combined pro forma net income for the year ended December 31, 2003 are set out in the table below:


	Year ended
	December 31, 2003
	(Unaudited)

	(In millions of euros)
Combined pro forma net income before non-recurring charges or credits directly attributable to the transaction, as reported under French GAAP		1,636
Differences between French GAAP and U.S. GAAP, as they relate to Sanofi-Synthelabo (1)		(210	)
Differences between French GAAP and U.S. GAAP, as they relate to Aventis (2)		127
Reversal of the write-off of historical goodwill amortization under French GAAP (3)		(480	)
Elimination of additional historical goodwill and intangible assets amortization and impairment under U.S. GAAP (4)		301
Reversal of goodwill amortization under French GAAP (5)		908
Income tax effect on the above adjustments (6)		(107	)
Elimination of discontinued operations, extraordinary items, or the cumulative effects of accounting changes, excluding Aventis Behring (7)		5

Combined pro forma net income from continuing operations before non-recurring charges or credits directly attributable to the transaction, as determined under U.S. GAAP		2,180

The effect of the application of U.S. GAAP on the combined pro forma shareholders’ equity as of December 31, 2003 is set out in the table below:


	December 31, 2003
	(Unaudited)

	(In millions of euros)
Combined pro forma shareholders’ equity, as reported under French GAAP		39,233
Differences between French GAAP and U.S. GAAP, as they relate to Sanofi-Synthelabo (1)		6,398
Differences between French GAAP and U.S. GAAP, as they relate to Aventis (2)		4,250
Differences between French GAAP and U.S. GAAP, as they relate to the measurement of purchase price (8)		(2,037	)
To remove the U.S. GAAP differences of Aventis on shareholders’ equity (9)		(4,250	)

Combined pro forma shareholders’ equity, as determined under U.S. GAAP		43,594

(1) Differences between French GAAP and U.S. GAAP, as they relate to Sanofi-Synthelabo

These adjustments reflect the total of the U.S. GAAP adjustments on net income and on shareholders’ equity, as reported by Sanofi-Synthelabo in its consolidated financial statements and as of and for the year ended December 31, 2003 and also the elimination of the additional estimated value under U.S. GAAP (€15 million) of intangibles sold to GlaxoSmithKline.

Sanofi-Synthelabo’s consolidated financial statements as of and for the year ended December 31, 2003 are included in its Annual Report on Form 20-F for the year ended December 31, 2003 and are incorporated into this prospectus supplement by reference. Refer to Note G of Sanofi-Synthelabo’s consolidated financial statements as of and for the year ended December 31, 2003 for a description of the differences between French and U.S. GAAP as they apply to Sanofi-Synthelabo.

(2) Differences between French GAAP and U.S. GAAP, as they relate to Aventis

These adjustments reflect the total of the U.S. GAAP adjustments on net income and on shareholders’ equity, as reported by Aventis in its consolidated financial statements as of and for the year ended December 31, 2003.

Aventis’s consolidated financial statements as of and for the year ended December 31, 2003 are included in its Annual Report on Form 20-F for the year ended December 31, 2003 and are incorporated into this prospectus supplement by reference. Refer to Note 34 of Aventis’s consolidated financial statements as of and for the year ended December 31, 2003 for a description of the differences between French and U.S. GAAP as they apply to Aventis.

(3) Reversal of the write-off of historical goodwill amortization under French GAAP

Aventis’s historical goodwill is amortized under French GAAP, and reversed under U.S. GAAP. In the unaudited pro forma condensed combined statements of income under French GAAP, Aventis’s historical goodwill amortization is eliminated as part of the pro forma adjustments.

This adjustment is to waive the double elimination, so that Aventis’s historical goodwill amortization is properly eliminated in the unaudited pro forma condensed combined statements of income under U.S. GAAP.

(4) Elimination of historical goodwill and intangible assets amortization and impairment under U.S. GAAP

Under U.S. GAAP, certain adjustments are performed by Aventis to record the purchase price allocation resulting from the recognition of certain acquisitions, and in particular the initial business combination in 1999, as purchase combinations. As a consequence, the U.S. GAAP statements of income of Aventis include an additional amortization and depreciation charge related to the intangible assets and goodwill recorded as part of these business combinations.

This adjustment is to eliminate the historical net book value of intangible assets and goodwill in the balance sheet of Aventis under U.S. GAAP, and to eliminate the amortization and depreciation charge recorded in the statements of income under U.S. GAAP on intangible assets and goodwill by Aventis.

(5) Reversal of goodwill amortization under French GAAP

Under French GAAP, goodwill is amortized. The combined pro forma statements of income were prepared with goodwill amortized over 30 years. Under U.S. GAAP, in accordance with the requirements of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), goodwill is not amortized.

This adjustment is to reverse goodwill amortization under French GAAP.

(6) Income tax effect on the above adjustments

This adjustment reflects the tax effects of the adjustments included in the reconciliation which relate to the transaction.

(7) Elimination of discontinued operations, extraordinary items, or the cumulative effects of accounting changes

Under French GAAP, the income statement presentation does not allow for the identification of income from continuing operations, separately from discontinued operations, extraordinary items, or the cumulative effects of accounting changes. Under U.S. GAAP, Item 11 of Regulation S-X requires that pro forma net income be presented only through income (loss) from continuing operations before non-recurring charges or credits directly attributable to the transaction. Income (loss) from continuing operations exclude discontinued operations, extraordinary items, or the cumulative effects of accounting changes.

This adjustment is to reconcile the combined pro forma net income before non-recurring charges or credits directly attributable to the transaction with the combined pro forma net income from continuing operations before non-recurring charges or credits directly attributable to the transaction, as required by Item 11 of Regulation S-X.

(8) Differences between French GAAP and U.S. GAAP, as they relate to the measurement of purchase price

Under French GAAP, the purchase price is obtained, among other items, by multiplying the number of shares issued at closing by the Sanofi-Synthelabo stock price at the closing date. Because this share price cannot

be known at this time, for purposes of the unaudited pro forma condensed combined financial statements, the average stock price for the period beginning two days before and ending two days after the January 26, 2004 announcement of the transaction has been used in calculating the purchase price for French GAAP, for an amount of €56.95 per share. Under U.S. GAAP, this same element is obtained by multiplying the number of shares issued by the average Sanofi-Synthelabo stock price for the period beginning two days before and ending two days after April 25, 2004, the date when the revised terms of the transaction were agreed to and announced, in accordance with EITF 99-12, “Determination of the Measurement Date for the Market Price of Acquirer Securities Issued in a Purchase Business Combination”, for an amount of €53.81 per share.

This adjustment is to reflect the impact on goodwill (and share capital) of the difference of purchase price as measured under French GAAP and U.S. GAAP.

(9) To remove the U.S. GAAP differences of Aventis on shareholders’ equity

Under French GAAP, the historical balance of the shareholders’ equity of Aventis is removed to record the consideration paid through the issuance of ordinary shares by Sanofi-Synthelabo, exchange of stock options, and the estimated write-off of in-process research and development. Under U.S. GAAP, the historical balance of the shareholders’ equity of Aventis should also be removed.

This adjustment is to remove the historical differences between French GAAP and U.S. GAAP on the shareholders’ equity of Aventis, resulting in the complete elimination of the historical balance of the shareholders’ equity of Aventis under U.S. GAAP.

7.2 Unaudited pro forma condensed combined U.S. GAAP statements of income and balance sheet

The following are the unaudited pro forma condensed combined statements of income prepared in accordance with U.S. GAAP for the year ended December 31, 2003:


		Year ended
		December 31, 2003
		(Unaudited)

		(In millions of
		euros, except per
		share data)
Revenue from sales of products			24,551
Revenues from licensing agreements			611

	Revenues		25,162
Research and development expenses			(4,142	)
Operating expenses excluding research and development			(14,436	)
Intangible — amortization and impairment			(3,074	)
Other income and expense, income from equity investees and minority interests			(585	)

			2,925

Income taxes			(701	)
Preferred remunerations			(44	)

	Combined pro forma net income from continuing operations before non-recurring charges or credits directly attributable to the transaction		2,180

Weighted average shares outstanding:
	Basic		1,338,550,229
	Diluted		1,343,406,343
Earnings per share based on continuing operations before non-recurring charges or credits directly attributable to the transaction:
	Basic		1.63
	Diluted		1.62

The following is the unaudited pro forma condensed combined balance sheet prepared in accordance with U.S. GAAP as of December 31, 2003:


		Combined Pro Forma
		U.S. GAAP
		(Unaudited)

		(In millions of euros)
ASSETS
Cash, marketable securities and short-term deposits			4,403
Other current assets			13,277
Property, plant and equipment			5,641
Goodwill			30,552
Other intangible assets			35,822
Other non-current assets			4,682

	Total assets		94,377

LIABILITIES AND SHAREHOLDERS’ EQUITY
Short-term debt and current portion of long-term debt			315
Accounts payable and current liabilities			9,267
Long-term debt			20,304
Other long-term liabilities			20,037
Minority interests			860
Shareholders’ equity			43,594

	Total liabilities and shareholders’ equity		94,377

Note 8 — Significant Differences Expected between French GAAP and IFRS

In the fourth quarter of 2003, Sanofi-Synthelabo began the project of converting its consolidated accounts prepared according to French GAAP to IFRS accounting principles, which will allow Sanofi-Synthelabo to present its consolidated accounts according to IFRS accounting principles for the year ended December 31, 2005 and to present the estimated impact in the financial statements for the year ended December 31, 2004.

The accounting treatment adopted by Sanofi-Synthelabo under French GAAP to give effect to the acquisition of Aventis in the unaudited pro forma condensed combined financial statements differs from the accounting treatment that will be adopted under IFRS accounting principles mainly in the following ways (based on IFRS 3 on business combinations and on IAS 38 revised 2004):

• The average Sanofi-Synthelabo stock price for the period beginning two days before and ending two days after the January 26, 2004 announcement of the offers was used in the preparation of the unaudited pro forma condensed combined financial statements. For the treatment of the acquisition of Aventis in its consolidated financial statements, Sanofi-Synthelabo will use the Sanofi-Synthelabo stock price on the date that the offers close under French GAAP and IFRS principles in accordance with IFRS 3.

• Under French GAAP, in-process research and development is immediately expensed. Under IFRS 3, in-process research and development, provided it satisfies the criteria of an intangible asset distinct from goodwill defined under IAS 38, is included as an asset and amortized over its estimated economic life.

• Under French GAAP, the goodwill attributable to the acquisition is amortized over its estimated economic life. Under IFRS 3, goodwill would not be amortized and would give rise to annual impairment tests.

• Under French GAAP, the costs directly attributable to the acquisition are included in the acquisition cost net of taxes. Under IFRS accounting principles, these costs are included in the acquisition cost before taxes.

REGULATORY MATTERS

Sanofi-Synthelabo is not aware of any material licenses or regulatory permits that it holds which might be adversely affected by the completion of the revised offers for Aventis securities or of any material approval or other action by any federal, provincial, state or foreign government or any administrative or regulatory agency that would be required to be obtained prior to making the revised offers or accepting securities pursuant thereto, except as have been obtained or applied for or as described in this prospectus supplement or in the prospectus dated April 9, 2004. Sanofi-Synthelabo believes that it can obtain all material approvals required in connection with the revised offers. Nevertheless, there can be no assurance that all such material approvals will be obtained prior to the closing of the offers.

Competition and Antitrust


	*European Union competition laws*

Sanofi-Synthelabo and Aventis each conducts business in the member states of the European Union. Council Regulation (EEC) No. 4064/89, as amended, requires that certain mergers or acquisitions involving parties with aggregate worldwide sales and individual European Union sales exceeding specified thresholds be notified to and approved by the European Commission before such mergers and acquisitions are consummated. This Regulation also gives the member states of the European Union the right to request that the European Commission refer jurisdiction to review a merger to their national competition authorities under the provisions of the relevant national merger law where it may have an effect on competition in a distinct national market. Such a request must be notified to the European Commission within three weeks of the transaction’s notification to the European Commission. No such a referral was notified to the European Commission in connection with the offers.

Sanofi-Synthelabo first submitted its proposed acquisition of Aventis to the European Commission in December 2003; on January 7, 2004, Sanofi-Synthelabo filed a draft Form CO and on March 9, 2004 filed its Form CO with the European Commission. The European Commission must review the acquisition of Aventis pursuant to the offers to determine whether the acquisition is compatible with the common market, and, accordingly, whether or not to allow it to proceed. An acquisition that does not create or strengthen a dominant position that would significantly impede effective competition in the common market or a substantial part of it must be declared compatible with the common market and must be allowed to proceed. If, following a preliminary Phase I investigation, the European Commission determines that it needs to examine more closely the acquisition of Aventis pursuant to the offers because the acquisition raises serious doubts as to its compatibility with the common market, it must initiate a Phase II investigation. If the European Commission initiates a Phase II investigation, it must initiate a final decision as to whether or not an acquisition is compatible with the common market no later than four months after the initiation of the Phase II investigation.

On April 13, 2004, Sanofi-Synthelabo announced that it had signed an agreement with GlaxoSmithKline to sell Sanofi-Synthelabo’s worldwide interests in Arixtra®, Fraxiparine® and related assets worldwide in order to be able to respond to possible demands of the competition authorities. See “Recent Developments — Sale of Arixtra® and Fraxiparine®”.

On April 26, 2004, the European Commission announced that it had approved Sanofi-Synthelabo’s proposed acquisition, subject to conditions. As a result, the European Commission will not initiate a Phase II investigation. The conditions to the European Commission’s approval generally require Sanofi-Synthelabo to divest or grant licenses to products (in addition to Arixtra® and Fraxiparine®) that, in aggregate, generated approximately €320 million of revenues in the year ended December 31, 2003 (principally related to Campto®), representing approximately 1.3% of the pro forma combined sales of Sanofi-Synthelabo and Aventis. These divestitures and required licenses are described further in the Commission’s press release and are summarized as follows:

• sale of all of Sanofi-Synthelabo’s business involving the marketing of Vitamin B12 Delagrange® in France;

• sale of, or grant a license for, all of Aventis’s rights and obligations relating to the marketing of Perfan® in the United Kingdom and Belgium;

• sale of, or grant a license for, all of Sanofi-Synthelabo’s business involving the marketing of Hexopal® in Ireland;

• sale of, or grant a license for, all of Sanofi-Synthelabo’s business involving the marketing of Lioton 1000® in Italy;

• sale of, or grant a license for, all of Sanofi-Synthelabo’s rights and obligations under co-marketing contracts relating to the marketing of Naxy® in France;

• sale of, or grant a license for, all of Sanofi-Synthelabo’s business involving the marketing of the generic product Vancomycine Dakota® in France;

• sale of, or grant a license for, all of Sanofi-Synthelabo’s business involving the marketing of Plaquinol® in Portugal;

• sale of, or grant a license for, all of Sanofi-Synthelabo’s rights and obligations relating to the marketing of Adalgur® and Coltramyl® in Portugal;

• sale of, or grant a license for all of Sanofi-Synthelabo’s rights and obligations relating to the marketing of Imovane® in Greece, Ireland, Luxembourg and Sweden;

• sale of all of Sanofi-Synthelabo’s development, production and marketing activities relating to Fraxiparine® and Arixtra® worldwide. On April 13, 2004, Sanofi-Synthelabo announced that it had signed an agreement with GlaxoSmithKline to sell these interests. See “Recent Developments — Sale of Arixtra® and Fraxiparine®”; and

• sale of all of Aventis’s development, production and marketing activities in the countries covered by the licensing contract which Aventis holds for Campto®, and all the rights and obligations that Aventis holds under that licence and all other patents and intellectual property rights and/or know-how concerning Campto® held by Aventis, including outside the countries covered by the license.

Sanofi-Synthelabo is confident that complying with the European Commission’s conditions in this manner will not materially impair the value of the transaction to Sanofi-Synthelabo or its shareholders, including persons that become shareholders as a result of tendering their Aventis securities in the revised offers.


	*United States Hart-Scott-Rodino Antitrust Improvements Act of 1976*

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, and its associated rules, a share offer may not be completed until notification has been filed with the U.S. Federal Trade Commission, or the FTC, and the Antitrust Division of the U.S. Department of Justice, or the Antitrust Division, and the required waiting period has expired or been terminated. The required waiting period may be terminated by the FTC and the Antitrust Division before its expiration.

We filed our notification and report form under the HSR Act with respect to the offers on April 5, 2004. Accordingly, the waiting period under the HSR Act with respect to the offers will expire at 11:59 p.m., New York City time, on May 5, 2004, unless this waiting period is terminated before that date. The revision of the terms and conditions of the offers set forth in this prospectus supplement have no effect on that deadline. Before this deadline, however, either the FTC or the Antitrust Division may extend the waiting period by requesting additional information or material from Sanofi-Synthelabo (a second request). If such second request is made, the waiting period will expire at 11:59 p.m., New York City time, on the thirtieth calendar day after Sanofi-Synthelabo has substantially complied with this request. After that time, the waiting period may be extended only by court order or with the consent of Sanofi-Synthelabo. The waiting period will not be affected either by the failure of Aventis to file a notification and report form or by the failure of Aventis to comply with any request for additional information or materials issued by the FTC or the Antitrust Division.

The Antitrust Division and the FTC frequently scrutinize the legality under the U.S. antitrust laws of transactions such as the acquisition of Aventis securities pursuant to the U.S. offer, the French offer and the German offer. Before January 26, 2004, the staff of the FTC confirmed to Sanofi-Synthelabo that the FTC is the agency reviewing the potential acquisition of Aventis. If the FTC believes that the share exchange would violate the U.S. antitrust law by substantially lessening competition in any line of commerce affecting U.S. consumers, the FTC has the authority to take such action under the U.S. antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the acquisition of Aventis securities pursuant to the revised offers,

the divestiture of Aventis securities acquired pursuant to the revised offers or the divestiture of substantial assets of Sanofi-Synthelabo or Aventis or their respective subsidiaries. Private parties as well as state attorneys general may also bring legal actions under the antitrust laws under certain circumstances.

On April 13, 2004, Sanofi-Synthelabo announced that it had signed an agreement with GlaxoSmithKline to sell Sanofi-Synthelabo’s worldwide interests in Arixtra®, Fraxiparine®, and related assets in order to be able to respond to possible demands of the competition authorities. See “Recent Developments — Sale of Arixtra® and Fraxiparine®”.

Based upon an examination of information available to Sanofi-Synthelabo relating to the businesses in which Sanofi-Synthelabo and Aventis and their respective subsidiaries are engaged, Sanofi-Synthelabo believes that it can obtain all U.S. antitrust regulatory approvals required for the acquisition of Aventis securities pursuant to the offers without materially impairing the value of the transaction to Sanofi-Synthelabo and its shareholders, including persons that become shareholders as a result of tendering their Aventis securities in the revised offers. Nevertheless, there can be no assurance that a challenge to the acquisition of Aventis securities pursuant to the revised offers on U.S. antitrust grounds will not be made or that, if such a challenge is made, Sanofi-Synthelabo will prevail. See “Risk Factors — Compliance with conditions and obligations imposed in connection with regulatory approvals could adversely affect the businesses of Sanofi-Synthelabo and Aventis.”

The discussions that have taken place between Sanofi-Synthelabo and the FTC have confirmed Sanofi-Synthelabo’s belief that it can obtain all U.S. antitrust regulatory approvals required for the acquisition of Aventis securities pursuant to the revised offers without materially impairing the value of the transaction to Sanofi-Synthelabo and its shareholders, including persons that become shareholders as a result of tendering their Aventis securities in the offers. However, there can be no assurance that Sanofi-Synthelabo can obtain all these U.S. antitrust regulatory approvals without the FTC extending the waiting period by requesting additional information or material from Sanofi-Synthelabo (a second request) before 11:59 p.m. on May 5, 2004. If the revised offers were to remain subject to the antitrust condition, under applicable French regulations, the French offer would lapse (“serait caduque”, meaning it would be null and void) in the event that the FTC issues a second request. Accordingly, because Sanofi-Synthelabo believes that it can obtain all U.S. antitrust regulatory approvals required for the acquisition of Aventis securities pursuant to the offers without materially impairing the value of the transaction to Sanofi-Synthelabo and its shareholders, and in order to prevent the French offer from lapsing (“est caduque”, meaning it is null and void) under applicable French regulations, if the FTC issues a second request, Sanofi-Synthelabo has determined that it is no longer necessary or advisable to condition the offers on the “antitrust condition”. See “Terms of the Revised U.S. Offer — Conditions to the Revised U.S. Offer”.


	*Other jurisdictions*

Sanofi-Synthelabo and Aventis have assets and sales in numerous jurisdictions throughout the world other than the European Union and the United States. Many of those jurisdictions have antitrust or competition laws that could require that notifications be filed and clearances obtained prior to completion of the proposed transaction. Other jurisdictions require filings following completion of the transaction. Appropriate filings have been or will be made in those jurisdictions where it is determined that a filing is required.

The antitrust or competition laws of certain jurisdictions outside of the European Union and the United States permit relevant agencies to investigate and take proceedings in respect of transactions that are perceived to have an effect on competition in the jurisdiction. Although Sanofi-Synthelabo does not anticipate that there will be any investigations or proceedings that would have a material impact on the completion of the offers or the operations of Sanofi-Synthelabo or Aventis, there can be no assurance that such investigations or proceedings will not be initiated and, if initiated, will not have a material adverse impact on the completion of the offers or the operations of Sanofi-Synthelabo or Aventis.

Stock Exchanges

supplemental listing of the Sanofi-Synthelabo ordinary shares and Sanofi-Synthelabo ADSs to be issued in these offers on Euronext Paris and on the NYSE, as applicable, and will comply with all of the usual requirements of such exchanges within the time periods specified by such exchanges.

Securities Regulatory Authorities

The revised offers for Aventis securities are being made in accordance with French and German laws and U.S. federal and state securities law. The Sanofi-Synthelabo ordinary shares, including Sanofi-Synthelabo ordinary shares to be represented by Sanofi-Synthelabo ADSs, to be issued to holders of Aventis ordinary shares who are resident in the United States and to holders of Aventis ADSs pursuant to the revised U.S. offer have been registered with the SEC. The Sanofi-Synthelabo ADSs to be issued to holders of Aventis ADSs pursuant to the revised U.S. offer will have been registered with the SEC when issued.

The revised offers for Aventis securities are not being made to holders of Aventis securities in jurisdictions (including, without limitation, Japan and Italy) outside of France, Germany or the United States where the making or acceptance of such offers would not be in compliance with the laws of such jurisdictions. However, Sanofi-Synthelabo may seek exemption orders or take such other actions as it may deem necessary in order to extend the offers for Aventis securities to holders in such jurisdictions.

INTERESTS OF DIRECTORS, EXECUTIVE OFFICERS AND AFFILIATES

The following information supplements and should be read in conjunction with the information set forth on page 144 of the prospectus dated April 9, 2004.

Interests of Directors, Executive Officers and Affiliates of Sanofi-Synthelabo

Jean-Louis Dumas, a member of the board of directors of L’Oréal owns 100 Aventis ordinary shares.

Jean-Pierre Meyers, Vice Chairman of the Board of Directors of L’Oréal, is also Vice Chairman (“Vice-Président du Conseil d’Administration”) of Fondation Bettencourt Schueller. Françoise Bettencout Meyers, a member of the board of directors of L’Oréal is the wife of Jean-Pierre Meyers. Liliane Bettencourt, a member of the board of directors of L’Oréal, is also Chairman (“Président du Conseil d’Administration”) of Fondation Bettencourt Schueller, Gespral S.A. and Clymène S.A. As of the date hereof, Fondation Bettencourt Schueller owns 3,745 Aventis ordinary shares; Gespral S.A. owns 4,400 Aventis ordinary shares; and Clymène S.A. owns 2,000 Aventis ordinary shares. On January 28, 2004, Clymène S.A. purchased 500 Aventis ordinary shares at an average purchase price of €58.30. The Aventis ordinary shares were purchased by an agent through a discretionary mandate.

On February 13, 2004, François Vachey, Executive Vice President of Human Resources of L’Oréal, sold 705 Aventis ordinary shares for an average price of €62 per share in an open-market transaction effected through his account with BNP Paribas and sold an additional 140 Aventis ordinary shares for an average price of €62 per share in an open-market transaction effected through his plan d’épargne en actions account.

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MARKET PRICE AND DIVIDEND DATA

Market Prices


	*Sanofi-Synthelabo*

Sanofi-Synthelabo ordinary shares are listed on the Premier Marché of Euronext Paris under the symbol “SAN”. Sanofi-Synthelabo ADSs, each representing an ownership interest in one half of one Sanofi-Synthelabo ordinary share, are issued by The Bank of New York, as depositary, and are listed on the NYSE and trade under the symbol “SNY”.

The table below sets forth the highest and lowest quoted prices of Sanofi-Synthelabo ordinary shares on the Premier Marché of Euronext Paris and the highest and lowest sales on the NYSE for the periods indicated.



	Sanofi-Synthelabo				Sanofi-Synthelabo
	Ordinary Shares (1)				ADSs (2)

	High		Low		High		Low


	(€ per				(U.S.$ per
	Sanofi-Synthelabo				Sanofi-Synthelabo
	ordinary share)				ADS)
Year ended December 31,
1999		48.10		34.13		—		—
2000		71.00		34.70		—		—
2001		86.50		52.60		—		—
2002		84.30		49.78		32.80		24.90
2003		60.00		41.50		37.92		22.53
Year ended December 31, 2002
First Quarter		84.30		69.15		—		—
Second Quarter		73.95		53.00		—		—
Third Quarter		65.85		49.78		32.80		24.90
Fourth Quarter		65.90		54.25		31.65		27.72
Year ended December 31, 2003
First Quarter		59.50		41.50		32.00		22.53
Second Quarter		58.20		46.32		33.67		25.65
Third Quarter		56.75		47.61		32.00		26.02
Fourth Quarter		60.00		50.80		37.92		30.26
Year ending December 31, 2004
First Quarter		63.25		52.90		40.10		32.23
Second Quarter (through April 30)		56.90		49.42		33.66		29.22
Year ended December 31, 2003
August		51.65		47.61		28.37		26.02
September		56.75		50.90		32.00		27.97
October		54.65		50.80		31.89		30.26
November		57.85		53.20		34.01		30.78
December		60.00		55.10		37.92		33.30
Year ending December 31, 2004
January		63.25		54.10		40.10		33.75
February		58.30		54.30		36.99		33.87
March		57.55		52.90		35.51		32.23
April		56.90		49.42		33.66		29.22
May (through May 3)		53.20		52.55		31.18		30.60

(1) Price quotations for periods prior to May 1999 are for Sanofi ordinary shares.

(2) Sanofi-Synthelabo ADSs began trading on NYSE on July 1, 2002.

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	*Aventis*

Aventis ordinary shares are listed on the Premier Marché of Euronext Paris under the symbol “AVE”. Aventis ordinary shares are also listed to trade on the Frankfurt Stock Exchange and are also traded on the Xetra computerized trading system. Aventis ADSs, each representing an ownership interest in one Aventis ordinary share, are issued by Citibank N.A., as depositary and are listed on the NYSE, where they trade under the symbol “AVE”.

The table below sets forth the reported high and low sales prices in euros of Aventis ordinary shares on the Premier Marché of Euronext Paris and the reported high and low sale prices in U.S. dollars of Aventis ADSs on the NYSE for the periods indicated.



	Aventis Ordinary
	Shares (1)				Aventis ADSs

	High		Low		High		Low


	(€ per Aventis				(U.S.$ per
	ordinary share)				Aventis ADS)
Year ended December 31,
1999		68.60		39.21		68.56		43.38
2000		95.40		47.28		87.50		45.50
2001		94.75		65.20		86.44		64.05
2002		85.95		47.60		74.21		48.00
2003		54.55		37.50		66.60		41.85
Year ended December 31, 2002
First Quarter		85.95		74.10		74.21		66.04
Second Quarter		80.25		62.75		72.06		62.59
Third Quarter		72.90		47.60		71.29		48.00
Fourth Quarter		64.95		49.60		62.08		51.07
Year ended December 31, 2003
First Quarter		54.55		37.50		56.79		41.85
Second Quarter		52.50		39.55		61.11		42.90
Third Quarter		49.66		43.07		56.01		47.64
Fourth Quarter		53.00		44.12		66.60		51.95
Year ended December 31, 2004
First Quarter		65.40		50.10		80.58		63.92
Second Quarter (through April 30)		66.55		60.35		79.80		71.46
Year ended December 31, 2003
August		46.41		43.07		51.99		47.64
September		49.66		44.05		56.01		49.17
October		47.42		44.12		55.30		51.95
November		49.51		45.29		58.42		52.41
December		53.00		48.06		66.60		58.00
Year ended December 31, 2004
January		63.60		50.10		78.75		63.92
February		63.35		59.45		80.58		75.50
March		65.40		60.80		79.52		74.06
April		66.55		60.35		79.80		71.46
May (through May 3)		63.45		62.90		75.71		74.60

(1) For all periods prior to December 20, 1999, Aventis ordinary shares were traded under the name Rhône-Poulenc and the symbol “RP”.

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Dividends


	*Sanofi-Synthelabo*

The following table sets forth the euro amount of net dividends paid on each Sanofi-Synthelabo ordinary share and the U.S. dollar amount of dividends paid on each Sanofi-Synthelabo ADS in respect of the years indicated.


	€ per Sanofi-
	Synthelabo Ordinary			U.S.$ per Sanofi-
	Share (1)(2)			Synthelabo ADS (4)

Year ended December 31,
2002	€	0.84		$	0.42
2001		0.66			—
2000		0.44			—
1999		0.32			—
1998		0.28	(3)		—

(1) Translations of French francs into euro amounts are based on the fixed rate established by the European Council of Ministers of FF 6.55957 = €1.00.

(2) Holders of record of Sanofi ordinary shares as of May 5, 1999 received a 4-for-1 stock split on their Sanofi ordinary shares.

(3) Represents €1.12 per share dividend adjusted to give effect to 4-for-1 stock split.

(4) Represents the net dividend paid in U.S. $, net of French tax withheld, assuming 15% rate under French Treaty. Does not include any amount paid in respect of avoir fiscal. (Source: Bloomberg). For further information on tax treatment of dividends on ADSs, see “Material French Tax and U.S. Federal Income Tax Consequences — Tax Consequences of Holding Sanofi-Synthelabo shares and ADSs — French Taxation — Taxation of Dividends — Avoir Fiscal”.

On February 16, 2004, Sanofi-Synthelabo announced that the annual general meeting of shareholders would be asked to approve a net dividend of €1.02 per share in respect of Sanofi-Synthelabo’s 2003 results. On April 15, 2004, Sanofi-Synthelabo announced that in accordance with a resolution adopted on February 13, 2004, at its meeting held on April 14, 2004, the board of directors of Sanofi-Synthelabo had decided to distribute an interim dividend of €0.97 per Sanofi-Synthelabo ordinary share to be paid on May 5, 2004. See “Recent Developments — Dividends”.

Aventis

The following table sets forth the euro amount of net dividends paid on each Aventis ordinary share and the U.S. dollar amount of dividends paid on each Aventis ADS in respect of the years indicated.


	€ per Aventis		U.S.$ per Aventis
	Ordinary Share (1)(2)		ADSs (3)

Year ended December 31,
2002		0.70		0.70
2001		0.58		0.47
2000		0.50		0.37
1999		0.45		0.37
1998		0.61		0.54

(1) For all periods prior to December 20, 1999, Aventis ordinary shares were traded under the name Rhône-Poulenc and the symbol “RP”.

(2) Translations of French francs into euro amounts are based on the fixed rate established by the European Council of Ministers of FF 6.55957 = €1.00.

(3) Represents the net dividend paid in U.S.$, net of French tax withheld, assuming 15% rate under French Treaty. Does not include any amount paid in respect of avoir fiscal. Translated solely for convenience into U.S. dollars at the noon buying rates on the respective dividend payment dates, or on the following business day if such date was not a business day in France or the United States. The actual amount paid is determined by the exchange rate on the payment date. The noon buying rate may differ from the rate that may be used by the Ordinary Share Depositary to convert euros to dollars for purposes of making payments to holders of Aventis ADSs. For further information reported by Aventis on its dividends, including the historic tax treatment of dividends on Aventis ADSs, see Item 8 “Financial Information — Dividends on Ordinary Shares” in Aventis’s Annual Report on Form 20-F for the year ended December 31, 2003.

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On April 2, 2004, Aventis announced that its Supervisory Board has proposed a resolution authorizing a dividend of €0.82 per share in respect of Aventis’s 2003 results to be presented to Aventis shareholders for their approval at the next Aventis general meeting of shareholders, which was originally scheduled for May 19, 2004. Pursuant to the agreement between Aventis and Sanofi-Synthelabo, dated April 25, 2004, Aventis has agreed to reschedule this meeting, as well as the record and payment dates for the dividend with respect to Aventis’s 2003 results. See “Recent Developments — Dividends”.

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NON-GAAP FINANCIAL MEASURE

Adjusted Net Income

In addition to the strategic rationale for the offers discussed above, the Sanofi-Synthelabo board of directors also considered the impact of the acquisition of Aventis on the economic performance of the combined core businesses of Aventis and Sanofi-Synthelabo and the effect of the terms of the revised offer on that performance. In particular, the board of directors compared the adjusted pro forma combined net income of the core business, after giving effect to the combination of Sanofi-Synthelabo and Aventis on the terms of the original offers, with the adjusted pro forma combined net income of the core business, after giving effect to the combination of Sanofi-Synthelabo and Aventis on the terms of the revised offers.

Sanofi-Synthelabo defines “core business” as the combination of Sanofi-Synthelabo’s activities and Aventis’s activities in prescription drugs and human vaccines, together with Aventis’s 50% interest in Merial, its animal health joint venture with Merck & Co., and its corporate activities. The non-core segment therefore consists of legacy Aventis businesses that Aventis already considers as non-core activities and with respect to which Sanofi-Synthelabo intends to continue Aventis’s program of divestitures. See “Plans for Aventis After the Completion of this Offer, the French Offer and the German Offer”. Sanofi-Synthelabo believes that the presentation of a segmentation between its core and non-core businesses will enhance investors’ understanding of the business on a comparative basis, as Aventis has reported its results in this manner in the past. Sanofi-Synthelabo also believes that the presentation of the performance of the combined company’s entire pharmaceutical business, in addition to its GAAP consolidated results, will enhance comparability with Sanofi-Synthelabo’s historic performance because Sanofi-Synthelabo has operated in one business segment: the research and development, production, marketing and sale of pharmaceutical products. Sanofi-Synthelabo believes the noncore segment will disappear in the medium term on completion of the planned divestitures and notes that Aventis has already announced its intention to end the distinction between “core” and “non core” as of first quarter 2004.

Sanofi-Synthelabo also believes that investors’ understanding of Sanofi-Synthelabo’s performance following the acquisition of Aventis will be enhanced by disclosing “adjusted net income” for Sanofi-Synthelabo’s core business. Sanofi-Synthelabo defines “adjusted net income”, a non-GAAP financial measure, as net income as determined under French GAAP (which will include under the equity method Aventis’s 50% interest in the earnings of Merial), excluding the impact of purchase accounting for the Aventis acquisition and acquisition-related integration and restructuring costs. Sanofi-Synthelabo views adjusted net income as an operating performance measure and believes that the most directly comparable French GAAP measure is net income.

Adjusted net income excludes the effects of purchase-accounting treatments under French GAAP related to the acquisition of Aventis. The purchase-accounting effects on net income will primarily relate to the one-time charge for purchased in-process research and development, the charges to cost of goods sold from the workdown of purchased inventory that was written up to fair value, the charges related to the amortization of Aventis’s goodwill and the charges related to the amortization of Aventis’s definite-lived intangible assets. Sanofi-Synthelabo believes that excluding these non-cash charges will enhance an investor’s understanding of Sanofi-Synthelabo’s underlying economic performance after the combination with Aventis because the excluded charges are not considered by management and the board of directors of Sanofi-Synthelabo to reflect the combined entity’s ongoing operating performance after the business combination. Rather, management and the board of directors of Sanofi-Synthelabo consider that each of the excluded fixed, non-cash charges reflects the decision, in 2004, to acquire the businesses of Aventis.

Sanofi-Synthelabo also believes (subject to the material limitations discussed below) that disclosing “adjusted net income” will also enhance the comparability of its ongoing operating performance. The elimination of the non-recurring items (the one-time charge for purchased in-process research and development and the charges to cost-of-goods sold resulting from the workdown of purchased inventory that was written up to fair value) will enhance comparability after the combination from one period to the other. The elimination of the amortization of goodwill resulting from the acquisition of Aventis will also enhance comparability (1) across periods after the combination (because in April 2005, Sanofi-Synthelabo will be required to publish its financial statements under IFRS, and it is presently expected that, under IFRS, goodwill will no longer be amortized) and

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(2) relative to its peers in the pharmaceutical industry (many of which, including Eli Lilly, Johnson & Johnson, Pfizer, Bristol Myers Squibb, Abbott, Wyeth, Merck & Co. and Schering Plough, report their results under U.S. GAAP, under which accounting principles goodwill is not amortized). Lastly, Sanofi-Synthelabo believes that the elimination of charges related to the amortization of Aventis’s definite-lived intangible assets will also enhance the comparability of its ongoing operating performance relative to its peers in the pharmaceutical industry that carry these intangible assets (principally patents and trademarks) at low book values either because they are the result of in-house research and development that has already been expensed in prior periods or because they were acquired through business combinations that were accounted as poolings-of-interest.

Sanofi-Synthelabo anticipates that the acquisition of Aventis will give rise to significant integration and restructuring costs. Sanofi-Synthelabo intends to exclude these costs from adjusted net income because these integration and restructuring costs will be directly and only incurred in connection with this transaction and Sanofi-Synthelabo reasonably believes that these costs will disappear or become immaterial within eighteen months. Assuming Sanofi-Synthelabo gains control of Aventis by June 30, 2004, Sanofi-Synthelabo currently expects to have incurred substantially all of the integration and restructuring costs by the end of 2005. The costs will occur over an eighteen-month period because of the unusual complexity and size of this global business combination and the highly regulated nature of our operations. It is not the business or past practice of Sanofi-Synthelabo to restructure on a continuous basis. The last material integration and restructuring costs incurred arose out of the May 1999 merger between Sanofi and Synthelabo and were substantially expensed by the end of 2001, in accordance with the expectations of management at the time of that merger. Since 2001, there have been no material restructuring charges.

Management intends to use adjusted net income to manage and to evaluate Sanofi-Synthelabo’s performance and believes it is appropriate to disclose this non-GAAP financial measure, as a supplement to its French GAAP reporting, to assist investors with their analysis of the factors and trends affecting Sanofi-Synthelabo’s business performance. On completion of the acquisition of Aventis, management intends to revise the format of its internal management reporting to include this measure as a subtotal and will consider adjusting its segment information in accordance with SFAS 131 criteria to take into account this revised format. Management expects to use the measure as a component in setting incentive compensation targets, because it better measures the underlying operational performance of the business and excludes charges over which managers have no control. Management also intends that, after the acquisition of Aventis, future earnings guidance for the combined entity will be given on the basis of non-GAAP adjusted net income. As announced on January 26, 2004, management also intends to use adjusted net income to manage and analyze dividend policy for the combined group. After the acquisition of Aventis, in general, and subject to any applicable legal restrictions on distributions, Sanofi-Synthelabo intends to propose that its shareholders approve an annual dividend determined as a percentage of adjusted net income achieved in respect of the relevant year and management intends to manage and analyze dividends paid as a ratio of non-GAAP adjusted net income, which it believes provides a consistent basis for comparison across periods. Accordingly, management believes that an investor’s understanding of the evolution of Sanofi-Synthelabo’s dividend policy will be enhanced by disclosing non-GAAP adjusted net income.

Sanofi-Synthelabo reminds investors, however, that non-GAAP adjusted net income should not be considered in isolation from, or as a substitute for, net income reported in accordance with French GAAP. In addition, Sanofi-Synthelabo strongly encourages investors and potential investors, including holders of Aventis ordinary shares, not to rely on any single financial measure but to review its financial statements, including the notes thereto, and its other publicly-filed reports carefully and in their entirety.

There are material limitations associated with the use of non-GAAP adjusted net income as compared to the use of French GAAP net income in evaluating Sanofi-Synthelabo’s performance, as described below:

• The results presented by non-GAAP adjusted net income cannot be achieved without incurring the following costs that the measure excludes:

• Amortization of identifiable intangible assets acquired from Aventis. Although this amortization is a non-cash charge, it is important for investors to consider it because it represents an allocation in each reporting period of a portion of the purchase price that we will pay for the identifiable intangible assets of Aventis (principally patents and trademarks). Sanofi-Synthelabo estimates that

106

it will pay an aggregate of €31,000 million for these intangible assets (which, in general, will be amortized over their useful lives ranging from 7 to 17 years). A large part of our revenues after the combination could not be generated without owning these assets. Also, a significant portion of the purchase price paid for these assets will be financed by debt obligations which will need to be repaid in cash in the future. Further, if we do not continuously replace revenue-generating intangible assets as they become unproductive (for example, through researching and developing new pharmaceutical products), we may not be able to maintain or grow our revenues.

• Integration and restructuring costs. Non-GAAP adjusted net income will not reflect any integration and restructuring costs even though it will reflect any synergies that may arise from the combination of Sanofi-Synthelabo and Aventis.

• The difference in treatment of similar charges may complicate the use of non-GAAP adjusted net income as a comparative measure:

• Amortization of identifiable intangible assets. Non-GAAP adjusted net income will reflect amortization charges related to intangible assets that Sanofi-Synthelabo owns at the time that it acquires Aventis (and to intangible assets that it may acquire after that acquisition), even though non-GAAP adjusted net income will not reflect the amortization charges related to identifiable intangible assets acquired from Aventis.

• Amortization of Goodwill. Non-GAAP adjusted net income will reflect the amortization of goodwill that Sanofi-Synthelabo has recorded on its accounts at the time that it acquires Aventis (and the amortization of goodwill that Sanofi-Synthelabo may acquire after that acquisition), even though non-GAAP adjusted net income will exclude the amortization of goodwill that arises as a result of the acquisition of Aventis.

Sanofi-Synthelabo will compensate for the above described material limitations by using non-GAAP adjusted net income only to supplement its French GAAP financial reporting (and any reconciliation of French GAAP results to U.S. GAAP that Sanofi-Synthelabo is required to make under the rules of the SEC) and by ensuring that its disclosures provide sufficient information for a full understanding of all adjustments included in non-GAAP adjusted net income. In addition, subject to applicable law, Sanofi-Synthelabo may in the future decide to report additional non-GAAP financial measures which, in combination with non-GAAP adjusted net income, may compensate further for some of the material limitations described above.

In determining the level of future dividend payments, and in analyzing dividend policy on the basis of non-GAAP net income, Sanofi-Synthelabo’s management intends to take into account the fact that a significant portion (approximately €16 billion) of the purchase price paid for Aventis (including the purchase price allocated to identifiable intangible assets and goodwill) will have been financed under the credit facility and that this borrowed money will have to be repaid in cash in the medium term. See “Source and Amount of Funds”. Further, management intends to take into account the fact that the adjustments reflected in non-GAAP adjusted net income have no effect on the underlying amount of cash available to pay dividends, and that although the adjustments relating to the elimination of the effect of the purchase accounting treatment of the Aventis acquisition represent non-cash charges, the adjustments relating to integration and restructuring costs may represent significant cash charges in the periods immediately following the closing of the offers.

Because non-GAAP adjusted net income is not a standardized measure, it may not be comparable with the non-GAAP financial measures of other companies having the same or a similar name.

A reconciliation between pro forma combined net income, as reported under French GAAP, reflecting the combination of Sanofi-Synthelabo and Aventis, and adjusted pro forma combined net income, showing the

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breakdown between core and non-core business, as considered by the Sanofi-Synthelabo board of directors on April 24, 2004, follows:



		Aventis Acquired Pursuant to									Aventis Acquired Pursuant to
		Original Offers									Revised Offers


		For the Year Ended									For the Year Ended
		December 31, 2003									December 31, 2003

		Non-core			Core			Pro forma			Non-core			Core			Pro forma
		business			business			combined			business			business			combined


		(In millions of euros, except per share data)
Pro forma combined net income (French GAAP) (1)			(543	)		(2,652	)		(3,195	)		(543	)		(3,032	)		(3,575	)
Less: Significant purchase accounting treatments:
	• To eliminate one-time charge for purchased In-Process R&D		—			4,000			4,000			—			4,000			4,000
	• To eliminate the charges from the workdown of purchased inventory that was written-up to fair value, net of tax		—			1,356			1,356			—			1,356			1,356
	• To eliminate the charges related to the amortization of Aventis’s goodwill		—			687			687			—			908			908
	• To eliminate the charges related to the amortization of Aventis’s intangible assets, net of tax		—			1,972			1,972			—			1,972			1,972
	• To eliminate the estimated gain on the planned disposal of Arixtra®, Fraxiparine® and related assets, net of tax		—			(145	)		(145	)		—			(145	)		(145	)
	Total significant purchase accounting treatments:		—			7,870			7,870			—			8,091			8,091
	Adjusted pro forma combined net income		(543	)		5,218			4,675			(543	)		5,059			4,516
	Earnings per share, based on adjusted pro forma combined net income
	Basic		(0.40	)		3.86			3.46			(0.40	)		3.74			3.34
	Diluted		(0.40	)		3.85			3.45			(0.40	)		3.73			3.33

(1) For details of how the pro forma combined net income for the periods presented to the board of directors is derived, please see “Unaudited Pro Forma Condensed Combined Financial Statements of Sanofi-Synthelabo and Aventis”.

The adjusted pro forma combined net income is based on preliminary assumptions that Sanofi-Synthelabo made, on the basis of limited publicly available information. In particular, with the exception of the amortization of goodwill, all other purchase accounting adjustments, and in particular those relating to inventories and amortization of existing intangible assets, are entirely allocated to the core business.

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VALIDITY OF THE SECURITIES

The validity of the Sanofi-Synthelabo ordinary shares (including those represented by Sanofi-Synthelabo ADSs) to be issued pursuant to the revised offers has been passed upon by Laurent Cohen-Tanugi, Sanofi-Synthelabo’s General Counsel & Senior Vice President — Legal Affairs.

EXPERTS

The consolidated financial statements of Sanofi-Synthelabo incorporated into this prospectus supplement by reference to Sanofi-Synthelabo’s Annual Report on Form 20-F for the year ended December 31, 2003, have been so incorporated in reliance on the joint reports of PricewaterhouseCoopers Audit (Paris, France), independent accountants, and Ernst & Young Audit (Paris, France), independent accountants, given on the authority of said firms as experts in auditing and accounting.

The consolidated financial statements of Aventis incorporated into this prospectus supplement by reference to Aventis’s Annual Report on Form 20-F for the year ended December 31, 2003 have been so incorporated in reliance on the reports of PricewaterhouseCoopers Audit (Paris, France), independent accountants, given on the authority of said firm as experts in auditing and accounting.

ADDITIONAL INFORMATION FOR SECURITYHOLDERS

Where You Can Find More Information

Each of Sanofi-Synthelabo and Aventis files annual and special reports and certain other information with the SEC. You may read and copy any reports, statements or other information on file at the SEC’s Public Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the availability of the Public Reference Room. The SEC maintains an Internet site at the URL http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Sanofi-Synthelabo ADSs and Aventis ADSs are listed on the NYSE and, consequently, the annual and special reports and other information filed by Sanofi-Synthelabo and Aventis with the SEC can be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

Sanofi-Synthelabo has filed a registration statement on Form F-4 with the SEC (SEC file no. 333-112314) to register the Sanofi-Synthelabo ordinary shares (including those that will be represented by Sanofi-Synthelabo ADSs) that holders of Aventis securities will receive following completion and acceptance of the revised U.S. offer. The prospectus dated April 9, 2004 is part of that registration statement on Form F-4 and, as supplemented by this prospectus supplement, constitutes a prospectus of Sanofi-Synthelabo. This prospectus supplement and the prospectus dated April 9, 2004 do not contain all of the information set forth in the registration statement, some parts of which are omitted in accordance with the rules and regulations of the SEC. For further information, you should refer to the registration statement. On April 12, 2004, on the commencement of the original U.S. offer, Sanofi-Synthelabo filed with the SEC a tender offer statement on Schedule TO, which Sanofi-Synthelabo will amend from time to time during the pendency of the revised U.S. offer, as required by law and regulations.

Incorporation of Certain Documents by Reference

The SEC permits us to “incorporate by reference” information into this prospectus supplement, which means that we can disclose important information to you by referring you to another document previously filed with or furnished to the SEC. The information incorporated by reference is deemed to be a part of this prospectus supplement, except for any information superseded by information contained in this prospectus supplement. This prospectus supplement incorporates by reference the documents set forth below that Sanofi-Synthelabo and Aventis have previously filed with or furnished to the SEC. These documents contain important information about Sanofi-Synthelabo and Aventis and their financial condition.

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Sanofi-Synthelabo SEC Filings (Commission
File No. 001-31368; CIK no. 0001121404)		Period

Annual Report on Form 20-F		Year ended December 31, 2003, filed on April 2, 2004.

Reports on Form 6-K		Furnished on January 7, 2004, January 8, 2004, January 12, 2004, January 20, 2004, January 29, 2004, February 4, 2004, February 16, 2004, March 9, 2004, March 10, 2004, March 19, 2004, March 23, 2004, March 31, 2004, April 5, 2004, April 12, 2004, April 13, 2004, April 15, 2004, April 22, 2004, April 26, 2004, April 27, 2004 and May 4, 2004.
Registration Statement on Form 20-F		Filed with the SEC on June 25, 2002.


Aventis SEC Filings (Commission File No. 001-10378; CIK
no. 0000807198)		Period

Annual Report on Form 20-F		Year ended December 31, 2003, filed on March 8, 2004.

Reports on Form 6-K		January 2, 2004, January 20, 2004 (two reports), January 26, 2004, January 28, 2004, February 17, 2004 and March 5, 2004 (four reports), March 8, 2004 (two reports), March 9, 2004, March 10, 2004, March 25, 2004, March 26, 2004, April 2, 2004 (two reports), April 5, 2004, April 19, 2004, April 22, 2004, and April 30, 2004.

We also incorporate by reference into this prospectus supplement any Annual Report on Form 20-F and any Reports on Form 6-K specifically designating that they are to be incorporated that Sanofi-Synthelabo or Aventis may file with the SEC after the date of this prospectus supplement until the termination or expiration of the revised U.S. offer.

You may obtain copies of any of the documents incorporated by reference into this prospectus supplement through Sanofi-Synthelabo or the SEC. Sanofi-Synthelabo makes available free of charge through its Internet site, accessible at the URL http://www.sanofi-synthelabo.com, all of Sanofi-Synthelabo’s annual reports and current reports filed with or furnished to the SEC as soon as reasonably practicable after those reports are electronically submitted to the SEC.

You may also obtain documents incorporated by reference into this prospectus supplement at no cost by requesting them in writing or by telephone at the following address:

MacKenzie Partners, Inc.

105 Madison Avenue New York, New York 10016

(212) 929-5500 (Call Collect)

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

If you would like to receive documents before the expiration of the revised U.S. offer, please make your request by no later than May 21, 2004, five business days before the expiration date of the revised offers.

You should rely only on the information contained in, or incorporated by reference into, this prospectus supplement and the prospectus dated April 9, 2004, to decide whether to participate in the revised U.S. offer. We have not authorized anyone to provide you with information that is different from that which is contained in, or incorporated by reference into, this prospectus supplement or the prospectus dated April 9, 2004. This prospectus supplement is dated May [l], 2004. You should not assume that the information contained in, or incorporated by reference into, this prospectus supplement is accurate as of any date other than that date, and neither the mailing of this prospectus supplement to shareholders nor

110

the issuance of Sanofi-Synthelabo ordinary shares, including Sanofi-Synthelabo ordinary shares represented Sanofi-Synthelabo ADSs, in the revised U.S. offer shall create any implication to the contrary.

SERVICE OF PROCESS AND

ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS

Sanofi-Synthelabo is a limited liability corporation (société anonyme) organized under the laws of France. Sanofi-Synthelabo’s directors and officers, as well as certain experts named in this prospectus, are not citizens or residents of the United States, and all or a substantial part of the assets of these individuals may be located outside the United States. Also, a large part of Sanofi-Synthelabo’s assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on such persons within the United States. It may also be difficult to enforce against them, either inside or outside the United States, judgments obtained against them in U.S. courts, or to enforce in U.S. courts, judgments obtained against them in courts in jurisdictions outside the United States, in any action based on civil liabilities under the U.S. federal securities laws. There is doubt as to the enforceability against such persons in France, whether in original actions or in actions to enforce judgments of U.S. courts, of liabilities based solely on the U.S. federal securities laws. Actions for enforcement of foreign judgments against such persons would require such persons who are of French nationality to waive their right under Article 15 of the French Civil Code to be sued only in France. We believe that no such French person has waived such right with respect to actions predicated solely upon U.S. federal securities laws. In addition, actions in the United States under the U.S. federal securities laws could be affected under certain circumstances by the French law of July 26, 1968, as amended, which may preclude or restrict the obtaining of evidence in France or from French persons in connection with such actions. Additionally, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in France.

WHO CAN HELP ANSWER MY QUESTIONS?

If you have more questions about the revised U.S. offer, you should contact the information agent at the address or telephone numbers set forth in the inside front cover of this prospectus supplement under “Information Incorporated by Reference”.

Additional copies of this prospectus supplement, the prospectus dated April 9, 2004, the ADS letter of transmittal and the forms of acceptance may be obtained from the information agent, brokers, dealers, commercial banks or trust companies.

To obtain timely delivery of these documents, you must request them no later than May 21, 2004.

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The U.S. ADS exchange agent for the U.S. offer is:

THE BANK OF NEW YORK


By Mail: The Bank of New York Aventis Exchange P.O. Box 859208 Braintree, MA 02185-9208	By Overnight Delivery: The Bank of New York Aventis Exchange 161 Bay State Road Braintree, MA 02184	By Hand: Reorganization Services 101 Barclay Street Receive and Deliver Window Street Floor New York, New York 10286
	For Notice of Guaranteed Delivery By Facsimile: (for Eligible Institutions Only) (781) 330-3388 For confirmation telephone: (781) 843-1833 ext. 0

The Information Agent for the U.S. offer is

(MACKENZIE PARTNERS LOGO)

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

The Joint Dealer-Managers for the U.S. offer are:



Merrill Lynch & Co.


4 World Financial Center New York, New York 10080 Toll-Free Call: (866) 276-1462		The Equitable Tower, 787 Seventh Avenue New York, New York 10019 (212) 841-3700

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Officers and Directors.

The French Commercial Code prohibits provisions of statuts that limit the liability of directors. However, if a director is sued by a third party and ultimately prevails in the litigation on all counts, but is nevertheless required to bear attorneys’ fees and costs, the company may reimburse those fees and costs pursuant to an indemnification arrangement with the director.

Under French law a company may purchase directors and officers’ insurance for all or part of the members of its management. A French corporation is responsible to third parties for the consequences of the decisions of its board of directors. However, if those decisions qualify as mismanagement, the relevant member of the board of directors may have to fully or partly indemnify the company. Sanofi-Synthelabo has purchased insurance for all of its directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 21. Exhibits and Financial Statements Schedules.

(a) The following Exhibits are filed herewith unless otherwise indicated:

EXHIBIT INDEX


Exhibit
Number		Description

	2.1	Agreement, dated April 25, 2004, between Sanofi-Synthelabo and Aventis (Incorporated by reference to Exhibit (d)(1) of Amendment No. 2 to the Tender Offer Statement on Schedule TO of Sanofi-Synthelabo dated April 26, 2004 (SEC File No. 005-49593))
	3.1	Bylaws (statuts) of Sanofi-Synthelabo*
	4	Form of Deposit Agreement between Sanofi-Synthelabo and The Bank of New York, as depositary (incorporated into this document by reference to Exhibit A to the Registration Statement on Form F-6, relating to Sanofi-Synthelabo ADSs, SEC File No. 333-91658)
	5	Opinion of Laurent Cohen-Tanugi regarding validity of securities being registered****
	8.1	Opinion of Wachtell, Lipton, Rosen & Katz regarding certain United States federal income tax matters****
	8.2	Opinion of Linklaters regarding certain French tax matters****
	10.1	Shareholders’ Agreement, dated April 9, 1999, between Elf Aquitaine, Valorisation et Gestion Financière and L’Oréal (in English translation for information purposes only) (incorporated herein by reference to Exhibit 2.2 to the Registration Statement on Form 20-F, dated June 25, 2002, SEC File No. 001-31368)
	10.2	Amendment to Shareholders’ Agreement, dated November 24, 2003, between Total S.A., Elf Aquitaine, Valorisation et Gestion Financière and L’Oréal, (in English translation for information purposes only)*
	10.3	Protocol of Agreement, dated January 25, 2004, between Total S.A., Elf Aquitaine, Valorisation et Gestion Financière and L’Oréal (in English translation for information purposes only)*
	10.4	Credit Facility Agreement, dated 25 January, 2004***

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Exhibit
Number		Description

	10.5	Credit Facility Agreement, dated April 26, 2004
	10.6	Protocol of Agreement, dated April 24, 2004, between Total S.A., Elf Aquitaine, Valorisation et Gestion Financière and L’Oréal (in English translation for information purposes only)
	10.7	Letter from Mr. Jean-François Dehecq to Mr. Igor Landau confirming certain severance and other employment-related benefits of Mr. Landau (Incorporated by reference to Exhibit (d)(2) of Amendment No. 2 to the Tender Offer Statement on Schedule TO of Sanofi-Synthelabo dated April 26, 2004 (SEC File No. 005-49593))
	21	List of Subsidiaries of Sanofi-Synthelabo (incorporated into this document by reference to Item 4 “Information on the Company — Organizational Structure” of the Annual Report on the Annual Report on Form 20-F for the period ended December 31, 2002, SEC File No. 001-31368)
	23.1	Consent of PricewaterhouseCoopers Audit as auditors of the financial statements of Sanofi-Synthelabo
	23.2	Consent of Ernst & Young Audit as auditors of the financial statements of Sanofi-Synthelabo
	23.3	Consent of Laurent Cohen-Tanugi (included in the opinion filed as Exhibit 5 to this Registration Statement)
	23.4	Consent of Wachtell, Lipton, Rosen & Katz (included in the opinion filed as Exhibit 8.1 to this Registration Statement)
	23.5	Consent of Linklaters (included in the opinion filed as Exhibit 8.2 to this Registration Statement)
	23.6	Consent of PricewaterhouseCoopers as auditors of the financial statements of Aventis
	24.1	Powers of Attorney of Directors of Sanofi-Synthelabo signing by an attorney-in-fact (included on the signature page of the Registration Statement (SEC File no. 333-112314), filed on January 29, 2004)
	99.1	Form of ADS Letter of Transmittal (Aventis ADSs)**
	99.2	Form of Notice of Guaranteed Delivery (Aventis ADSs)**
	99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Aventis ADSs)**
	99.4	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Aventis ADSs)**
	99.5	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9**
	99.6	Form of Acceptance for Aventis ordinary shares**
	99.7	Form of Technical Notice to French Financial Intermediaries and U.S. Custodians (Aventis ordinary shares)**
	99.8	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Aventis ordinary shares)**
	99.9	Consent of Merrill Lynch Capital Markets (France) S.A.S.*
	99.10	Consent of BNP Paribas*

* Previously filed on January 29, 2004

** Previously filed on March 12, 2004

*** Previously filed on March 29, 2004

**** Previously filed on April 7, 2004

(b) Financial Statement Schedules

Not Applicable.

II-2

Item 22. Undertakings.

(a) In accordance with Item 512 of Regulation S-K, the undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total U.S. dollar value of securities offered would not exceed that which was registered) and any derivation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering;

(5) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form;

(6) That every prospectus (i) that is filed pursuant to paragraph (5) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act, and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(7) That, for the purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

II-3

(8) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to securityholders that is incorporated by reference into the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X under the Exchange Act is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest interim report that is specifically incorporated by reference into the prospectus to provide such interim financial information.

(b) The undersigned registrant hereby undertakes: (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France, on May 4, 2004.

SANOFI-SYNTHELABO

By: /s/ JEAN-FRANÇOIS DEHECQ

Name: Jean-François Dehecq

Title: Chairman & Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:


Signature	Title	Date

/s/ JEAN-FRANÇOIS DEHECQ Jean-François Dehecq	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	May 4, 2004

/s/ MARIE-HÉLÈNE LAIMAY Marie-Hélène Laimay	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	May 4, 2004

/s/ JEAN-LUC RENARD Jean-Luc Renard	Vice President Corporate Accounting and Tax (Principal Accounting Officer)	May 4, 2004

* René Barbier de la Serre	Director	May 4, 2004

* Robert Castaigne	Director	May 4, 2004

* Pierre Castres Saint Martin	Director	May 4, 2004

* Thierry Desmarest	Director	May 4, 2004

* Lord Douro	Director	May 4, 2004

* Elf Aquitaine Represented by: Jean-Paul Léon	Director	May 4, 2004

* Pierre-Gilles de Gennes	Director	May 4, 2004

Hervé Guérin	Director

II-5


Signature	Title	Date


* L’Oréal Represented by: Christian Mulliez	Director	May 4, 2004

* Lindsay Owen-Jones	Director	May 4, 2004

* Gérard Van Kemmel	Director	May 4, 2004

* Bruno Weymuller	Director	May 4, 2004

* Timothy Rothwell	Authorized Representative in the United States of America	May 4, 2004

*By: /s/ LAURENT COHEN-TANUGI Laurent Cohen-Tanugi Attorney-in-Fact

II-6

EXHIBIT INDEX


Exhibit
Number		Description

	2.1	Agreement, dated April 25, 2004, between Sanofi-Synthelabo and Aventis (Incorporated by reference to Exhibit (d)(1) of Amendment No. 2 to the Tender Offer Statement on Schedule TO of Sanofi-Synthelabo, dated April 26, 2004 (SEC File No. 005-49593))
	3.1	Bylaws (statuts) of Sanofi-Synthelabo*
	4	Form of Deposit Agreement between Sanofi-Synthelabo and The Bank of New York, as depositary (incorporated herein by reference to Exhibit A to the Registration Statement on Form F-6, relating to Sanofi-Synthelabo ADSs, SEC File No. 333-91658)
	5	Opinion of Laurent Cohen-Tanugi regarding validity of securities being registered****
	8.1	Opinion of Wachtell, Lipton, Rosen & Katz regarding certain United States federal income tax matters****
	8.2	Opinion of Linklaters regarding certain French tax matters****
	10.1	Shareholders’ Agreement, dated April 9, 1999, between Elf Aquitaine, Valorisation et Gestion Financière and L’Oréal (in English translation for information purposes only) (incorporated herein by reference to Exhibit 2.2 to the Registration Statement on Form 20-F, dated June 25, 2002, SEC File No. 001-31368)
	10.2	Amendment to Shareholders’ Agreement, dated November 24, 2003, between Total S.A., Elf Aquitaine, Valorisation et Gestion Financière and L’Oréal, (in English translation for information purposes only)*
	10.3	Protocol of Agreement, dated January 25, 2004, between Total S.A., Elf Aquitaine, Valorisation et Gestion Financière and L’Oréal (in English translation for information purposes only)*
	10.4	Credit Facility Agreement, dated 25 January, 2004***
	10.5	Credit Facility Agreement, dated April 26, 2004
	10.6	Protocol of Agreement, dated April 24, 2004, between Total S.A., Elf Aquitaine, Valorisation et Gestion Financière and L’Oréal (in English translation for information purposes only)
	10.7	Letter from Mr. Jean-François Dehecq to Mr. Igor Landau confirming certain severance and other employment-related benefits of Mr. Landau (Incorporated by reference to Exhibit (d)(1) of Amendment No. 2 to the Tender Offer Statement on Schedule TO of Sanofi-Synthelabo, dated April 26, 2004 (SEC File No. 005-49593))
	21	List of Subsidiaries of Sanofi-Synthelabo (incorporated herein by reference to Item 4 “Information on the Company — Organizational Structure” of the Annual Report on the Annual Report on Form 20-F for the period ended December 31, 2002, SEC File No. 001-31368)
	23.1	Consent of PricewaterhouseCoopers Audit as auditors of the financial statements of Sanofi-Synthelabo
	23.2	Consent of Ernst & Young Audit as auditors of the financial statements of Sanofi-Synthelabo
	23.3	Consent of Laurent Cohen-Tanugi (included in the opinion filed as Exhibit 5 to this Registration Statement)
	23.4	Consent of Wachtell, Lipton, Rosen & Katz (included in the opinion filed as Exhibit 8.1 to this Registration Statement)
	23.5	Consent of Linklaters (included in the opinion filed as Exhibit 8.2 to this Registration Statement)
	23.6	Consent of PricewaterhouseCoopers Audit as auditors of the financial statements of Aventis
	24.1	Powers of Attorney of Directors of Sanofi-Synthelabo signing by an attorney-in-fact (included on the signature page of the Registration Statement) (SEC File no. 333-112314), filed on January 29, 2004)
	99.1	Form of ADS Letter of Transmittal (Aventis ADSs)**
	99.2	Form of Notice of Guaranteed Delivery (Aventis ADSs)**
	99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Aventis ADSs)**
	99.4	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Aventis ADSs)**
	99.5	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9**


Exhibit
Number		Description

	99.6	Form of Acceptance for Aventis Ordinary Shares**
	99.7	Form of Technical Notice to French Financial Intermediaries and U.S. Custodians (Aventis ordinary shares)**
	99.8	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Aventis ordinary shares)**
	99.9	Consent of Merrill Lynch Capital Markets (France) S.A.S.*
	99.10	Consent of BNP Paribas*

* Previously filed on January 29, 2004

** Previously filed on March 12, 2004

*** Previously filed on March 29, 2004

**** Previously filed on April 7, 2004

EX-10.5 2 y96554peexv10w5.txt EX-10.5: CREDIT FACILITY AGREEMENT Exhibit 10.5 EUR 16,000,000,000 FACILITY AGREEMENT dated 26 April 2004 for SANOFI-SYNTHELABO arranged by BNP PARIBAS MERRILL LYNCH CREDIT PRODUCTS as Mandated Lead Arrangers with BNP PARIBAS acting as Agent [FRESHFIELDS BRUCKHAUS DERINGER LOGO] CONTENTS

THIS AGREEMENT is dated 26 April 2004 and made between: (1) SANOFI-SYNTHELABO, a French company whose registered office is at 174 avenue de France, 75013 Paris, registered under identification number 395 030 844 RCS Paris (the "COMPANY"); (2) BNP PARIBAS, a French company whose registered office is at 16 boulevard des Italiens, 75009 Paris, registered under identification number 662 042 449 RCS Paris and MERRILL LYNCH CREDIT PRODUCTS, a limited liability company registered under the laws of the State of Delaware whose registered office is at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, USA, as mandated lead arrangers, underwriters and joint-book runners (whether acting individually or together the "MANDATED LEAD ARRANGERS"); (3) BNP PARIBAS, a French company whose registered office is at 16 boulevard des Italiens, 75009 Paris, registered under identification number 662 042 449 RCS Paris and MERRILL LYNCH CREDIT PRODUCTS, a limited liability company registered under the laws of the State of Delaware whose registered office is at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, USA, as lenders (the "ORIGINAL LENDERS"); (4) BNP PARIBAS, a French company whose registered office is at 16 boulevard des Italiens, 75009 Paris, registered under identification number 662 042 449 RCS Paris, as agent of the other Finance Parties (the "AGENT"); and (5) BNP PARIBAS, a French company whose registered office is at 16 boulevard des Italiens, 75009 Paris, registered under identification number 662 042 449 RCS Paris, as presenting bank for the purpose of Clause 5 (Utilisation) only (the "PRESENTING BANK"). IT IS AGREED as follows: SECTION 1 INTERPRETATION 1. DEFINITIONS AND INTERPRETATION 1.1 DEFINITIONS In this Agreement: "ACCESSION LETTER" means a document substantially in the form set out in Schedule 6 (Form of Accession Letter). "ACCEPTED SHARES" means the Shares which are to be acquired by the Company following the definitive tendering to the Offer of such Shares by their holders. "ACQUISITION" means the acquisition of the Shares in accordance with the Offer. "ACQUISITION LOAN" means a Facility A Loan, a Facility B Loan or a Facility C Acquisition Loan. -2- "ACQUISITION PAYMENT" means a payment of the amount of cash consideration (determined by reference to the cash consideration payable per Shares under the Offer in respect of Accepted Shares) required to be paid by or on behalf of the Company under the Offer on the Settlement Date relating to Accepted Shares. "ADDITIONAL BORROWER" means Target provided that it accedes to this Agreement and any company which becomes an Additional Borrower in accordance with Clause 24 (Changes to the Obligors). "ADDITIONAL COST RATE" has the meaning given to it in Schedule 4 (Mandatory Cost formulae). "ADDITIONAL OFFER" means any (i) additional offer resulting from the reopening of the Original Offer for additional acceptances which may be initiated by the Company following the Original Offer period in accordance with the provisions of article 5-2-3-1 of the Reglement General du CMF or (ii) distinct offer (offre publique simplifiee) made by the Company for all of the then outstanding Shares of the Target following the Original Offer period in accordance with the provisions of Chapter 3 of Titre III of the Reglement General du CMF. "ADDITIONAL OFFER RESULT NOTICE" means a notice published by the AMF of the final outcome of any Additional Offer (avis de resultat) specifying (amongst other things) the number of Shares that have been tendered to the Offer by their holders and which are to be acquired by the Company pursuant to the Additional Offer. "ADDITIONAL OFFER SETTLEMENT DATE" means the date on which an Acquisition Payment is to be made in respect of any Additional Offer. "AFFILIATE" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company. "AGENT'S SPOT RATE OF EXCHANGE" means the Agent's spot rate of exchange for the purchase of the relevant currency with the Base Currency in the Paris foreign exchange market at or about 11:00 a.m. on a particular day. "AMF" means the Autorite des marches financiers. "ANNOUNCEMENT DATE" means the date of filing of the Original Offer with the AMF, i.e. 26 January 2004. "AUTHORISATION" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration. "AVAILABILITY PERIOD" means (in each case, subject to Clause 8.4 (Mandatory Cancellation)): (a) in relation to Facility A, the period from and including the date of this Agreement to and including the Facility A Final Maturity Date; (b) in relation to Facility B, the period from and including the date of this Agreement to and including the Facility B Final Maturity Date; and (c) in relation to Facility C, the period from and including the date of this Agreement to and including the Facility C Final Maturity Date. -3- "AVAILABLE COMMITMENT" means, in relation to a Facility, a Lender's Commitment under that Facility minus: (a) the Base Currency Amount of its participation in any outstanding Loans under that Facility; and (b) in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Loans that are due to be made under that Facility on or before the proposed Utilisation Date, other than, in relation to Facility C only, that Lender's participation in any Facility C Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date. "AVAILABLE FACILITY" means, in relation to a Facility, the aggregate for the time being of each Lender's Available Commitment in respect of that Facility. "BASE CURRENCY" means Euro. "BASE CURRENCY AMOUNT" means, in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower (or, as the case may be, by the Presenting Bank) for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent's Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request) adjusted to reflect any repayment, prepayment, consolidation or division of the Loan. "BORROWER" means the Company or any Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 24 (Changes to the Obligors). "BREAK COSTS" means the amount (if any) by which: (a) the interest (calculated without taking into account the Facility A Margin, the Facility B Margin, or, as applicable, the Facility C Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period; exceeds: (b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period. "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which banks are open for general business in London and Paris, and: (a) (in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency; or (b) (in relation to any date for payment or purchase of euro) any TARGET Day. -4- "COMMITMENT" means a Facility A Commitment, a Facility B Commitment or a Facility C Commitment. "COMPLIANCE CERTIFICATE" means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate). "COMPANY'S CONSIDERATION SHARES" means the new shares of the Company to be offered to Target shareholders in consideration of the Shares tendered to the Offer pursuant to the terms thereof. "CONFIDENTIAL INFORMATION" means any information to be delivered by the Company pursuant to Clauses 19 (Information Undertakings) and 21.8 (Offer) but excludes information that (a) is or becomes public knowledge other than as a direct or indirect result of any breach by any Finance Party of this Agreement or (b) is known by the Finance Parties (or any of them) before the date the information is disclosed to such Finance Party(ies) by the Company or is lawfully obtained by any Finance Party after that date, other than from a source which is connected with the Company and which, in either case, as far as the relevant Finance Party is aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality. "CONFIDENTIALITY UNDERTAKING" means a confidentiality undertaking substantially in the form set out in Schedule 10 (Form of Confidentiality Undertaking). "CONSOLIDATED SUBSIDIARY" means any company which is consolidated by way of "integration globale" in the audited consolidated financial statements of the Company from time to time. "DEFAULT" means an Event of Default or any event or circumstance specified in Clause 22 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default. "ENGAGEMENT LETTER" means the engagement letter dated on or about the date of this Agreement between the Mandated Lead Arrangers and the Company in relation to the Facility. "EURIBOR" means, in relation to any Loan in euro: (a) the applicable Screen Rate; or (b) (if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the European interbank market, as of the Specified Time on the Quotation Day for the offering of deposits in euro for a period comparable to the Interest Period of the relevant Loan. "EVENT OF DEFAULT" means any event or circumstance specified as such in Clause 22 (Events of Default). "FACILITY" means Facility A, Facility B and/or Facility C as the case may be. "FACILITY A" means the term loan facility made available under this Agreement as described in Clause 2 (The Facilities). -5- "FACILITY A COMMITMENT" means: (a) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading "Facility A Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility A Commitment transferred to it under this Agreement; and (b) in relation to any other Lender, the amount in the Base Currency of any Facility A Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. "FACILITY A FINAL MATURITY DATE" means the date on which all the Facility A Loans shall be repaid in full, being the Facility A Original Final Maturity Date or, upon exercise of the First Extension Option, the Facility A First Extended Final Maturity Date or upon the exercise of the Second Extension Option, the Facility A Second Extended Final Maturity Date. "FACILITY A FIRST EXTENDED FINAL MATURITY DATE" means 25 July 2005 (or if that Day is not a Business Day, the preceding Business Day). "FACILITY A LOAN" means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan. "FACILITY A MARGIN" means the margin applicable to Facility A Loan as determined in accordance with Clause 9.1 (Facility A Calculation of Interest). "FACILITY A ORIGINAL FINAL MATURITY DATE" means 24 January 2005 (or if that Day is not a Business Day, the preceding Business Day). "FACILITY A SECOND EXTENDED FINAL MATURITY DATE" means 25 January 2006 (or if that Day is not a Business Day, the preceding Business Day). "FACILITY B" means the term loan facility made available under this Agreement as described in Clause 2 (The Facilities). "FACILITY B COMMITMENT" means: (a) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading "Facility B Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility B Commitment transferred to it under this Agreement; and (b) in relation to any other Lender, the amount in the Base Currency of any Facility B Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. "FACILITY B LOAN" means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan. "FACILITY B MARGIN" means the margin applicable to Facility B Loan as determined in accordance with Clause 9.2 (Facility B Calculation of Interest). -6- "FACILITY B FINAL MATURITY DATE" means 25 January 2007 (or if that Day is not a Business Day, the preceding Business Day). "FACILITY C" means the multicurrency revolving loan facility made available under this Agreement as described in Clause 2 (The Facilities). "FACILITY C ACQUISITION LOAN" means a loan made or to be made under Facility C or the principal amount outstanding for the time being of that loan for the purpose of financing an Acquisition Payment. "FACILITY C COMMITMENT" means: (a) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading "Facility C Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility C Commitment transferred to it under this Agreement; and (b) in relation to any other Lender, the amount in the Base Currency of any Facility C Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. "FACILITY C FINAL MATURITY DATE" means 25 January 2009 (or if that Day is not a Business Day, the preceding Business Day). "FACILITY C LOAN" means a loan made or to be made under Facility C or the principal amount outstanding for the time being of that loan. "FACILITY C MARGIN" means the margin applicable to Facility C Loan as determined in accordance with Clause 9.3 (Facility C Calculation of Interest). "FACILITY OFFICE" means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement. "FEE LETTER" means any letter or letters dated on or about the date of this Agreement between the Mandated Lead Arrangers and the Company (or the Agent and the Company) setting out any of the fees referred to in Clause 12 (Fees). "FINANCE DOCUMENT" means this Agreement, the Engagement Letter, any Fee Letter, any Accession Letter, any Guarantee, any Resignation Letter and any other document designated as such by the Agent and the Company. "FINANCE PARTY" means the Agent, a Mandated Lead Arranger or a Lender. "FINANCIAL INDEBTEDNESS" means any indebtedness for or in respect of: (a) moneys borrowed; (b) any amount raised by acceptance under any acceptance credit facility; (c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; -7- (d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease; (e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); (f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; (g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account); (h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and (i) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above. "FIRST EXTENSION OPTION" means the option available to the Company to request pursuant to clause 7.1(b) that the date on which all Facility A Loans shall be repaid in full be extended until the Facility A First Extended Final Maturity Date. "GAAP" means, in relation to any financial statements, generally accepted accounting principles in the jurisdiction in which the entity to which such financial statements relate is incorporated. "GROUP" means the Company and its Subsidiaries from time to time. "GUARANTEE" means a first demand guarantee (garantie a premiere demande) given by the Company in the form set out in Schedule 12 (Form of Guarantee). "GUARANTOR" means the Company in its capacity as guarantor under a Guarantee. "HOLDING COMPANY" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary. "INCREASED OFFER" means the offer for all the Shares of Target to be filed by the Company on the Increased Offer Announcement Date and pursuant to which the consideration offered to the holders of the Shares of Target will be higher than the consideration previously offered to such holders for all the Shares of Target pursuant the Original Offer filed on the Announcement Date. "INCREASED OFFER ANNOUNCEMENT DATE" means the date of filing of the Increased Offer with the AMF, which date shall be no later than 10 Business Days following the signing of this Agreement unless otherwise agreed by the Lenders. "INFORMATION MEMORANDUM" means the document in the form approved by the Company concerning the Group which, at the Company's request and on its behalf, will be prepared in relation to this transaction and distributed by the Mandated Lead Arrangers to selected financial institutions for the purpose of the syndication of the Facility. -8- "INTEREST PERIOD" means, in relation to a Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.7 (Default interest). "LENDER" means: (a) any Original Lender; and (b) any bank or financial institution which has become a Party in accordance with Clause 23 (Changes to the Lenders), which in each case has not ceased to be a Party in accordance with the terms of this Agreement. "LIBOR" means, in relation to any Loan in an Optional Currency: (a) the applicable Screen Rate; or (b) (if no Screen Rate is available for the currency or Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market, as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan. "LOAN" means a Facility A Loan, a Facility B Loan or a Facility C Loan. "L'OREAL" means L'Oreal SA, a French company whose registered office is at 14 rue Royale, 75008 Paris, registered under identification number 632 012 100 RCS Paris. "MAJORITY LENDERS" means: (a) if there are no Loans then outstanding, a Lender or Lenders whose Commitments aggregate more than 66 2/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3% of the Total Commitments immediately prior to the reduction); or (b) at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 66 2/3% of all the Loans then outstanding. "MANDATORY COST" means the percentage rate per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost formulae). "MARGIN ADJUSTMENT DATE" means the date falling six Months following the first Utilisation Date. "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the financial condition or business of either the Company or the Group taken as a whole and (b) on the ability of the Company or the Obligors taken as a whole to perform and comply with their obligations under this Agreement and any other Finance Documents to which they are respectively party. -9- "MATERIAL SUBSIDIARY" means, at any time, any Consolidated Subsidiary of the Company which is named in the list of Subsidiaries set out in Schedule 13 (Material Subsidiaries) and, following the date of delivery of the Company's annual audited consolidated financial statements pursuant to Clause 19.1(a), any Consolidated Subsidiary of the Company whose net turnover (excluding turnover arising from intra-group transactions) is equal to or greater than 5 per cent. (5%) of the consolidated net turnover of the Group or whose net result (as set out in its relevant annual audited financial statements) for any of the last three financial years was equal to or greater than 5 per cent. (5%) of the Net Result of the Group for the corresponding financial year, such determination being made by reference to the most recent annual financial statements of that Consolidated Subsidiary, consolidated where applicable, used for the purpose of the most recent annual audited consolidated financial statements of the Company, as certified on the first and each subsequent date of delivery of the Company's annual audited consolidated financial statements for the time being of the Company and provided that (i) a joint-venture company whose voting rights are held equally or in almost equal proportion by the Company and another entity which is not a member of the Group shall constitute a Material Subsidiary only if it cumulatively exceeds both thresholds set out above in respect of net turnover and net result and (ii) all Material Subsidiaries together with the Company shall represent in aggregate not less than 75 per cent. or more of the consolidated net turnover or Net Result of the Group. "MONTH" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that: (a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; (b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and (c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end. The above rules will only apply to the last Month of any period. "MOODY'S" means Moody's Investors Services (or any successor in title of similar standing). "NET RESULT" means the resultat net de l'ensemble consolide as set out in the Company's Original Financial Statements. "OBLIGOR" means a Borrower or the Guarantor. "OFFER" means the Original Offer and, as the case may be, the Additional Offer and/or the Squeeze-Out Offer. "OPTIONAL CURRENCY" means US dollars, Sterling and Japanese Yen. -10- "ORIGINAL FINANCIAL STATEMENTS" means: (a) in relation to the Company, its audited consolidated financial statements together with its audited financial statements for the financial year ended 31 December 2002. (b) in relation to each Additional Borrower, its latest audited financial statements together with its latest audited consolidated financial statements (if any) available at the date of its accession. "ORIGINAL OFFER" means the offer for all of the Shares of Target filed by the Company on the Announcement Date, as amended pursuant to the Increased Offer (and as may be further amended in accordance with Clause 21.8 (Offer) and includes any other increased offer (surenchere) made in accordance with such Clause 21.8 (Offer)). "ORIGINAL OFFER RESULT NOTICE" means a notice published by the AMF of the final outcome of the Original Offer (avis de resultat) specifying (amongst other things) whether the Original Offer has been successful and the number of Shares that have been tendered to the Offer by their holders and which are to be acquired by the Company pursuant to that Original Offer. "ORIGINAL OFFER SETTLEMENT DATE" means the date on which an Acquisition Payment is to be made in respect of the Original Offer. "PARTICIPATING MEMBER STATE" means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union. "PARTY" means a party to this Agreement. "PRESENTING BANK" means, in relation to the Offer, BNP Paribas as banque presentatrice providing the guarantee referred to in article 5-1-4 of the Reglement General du CMF. "QUALIFYING LENDER" has the meaning given to it in Clause 13 (Tax gross-up and indemnities). "QUOTATION DAY" means, in relation to any period for which an interest rate is to be determined: (a) (if the currency is euro) two TARGET Days before the first day of that period; (b) (if the currency is sterling), the first day of that period; or (c) (for any other currency) two Business Days before the first day of that period, unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days). -11- "REFERENCE BANKS" means, in relation to EURIBOR, the principal Paris offices of BNP Paribas, ABN AMRO and Royal Bank of Scotland. and, in relation to LIBOR, the principal office in London of BNP Paribas, ABN AMRO and Royal Bank of Scotland or such other banks as may be appointed by the Agent in consultation with the Company. "RELEVANT INTERBANK MARKET" means in relation to euro, the European interbank market and, in relation to any other currency, the London interbank market. "REPEATING REPRESENTATIONS" means each of the representations set out in Clause 18 other than those set out in Clauses 18.4 (Power and authority), 18.10 (No Misleading information), 18.11 (Financial Statements). "RESERVATIONS" means any general principles of French law limiting rights and obligations arising under any agreement which are specifically referred to in the legal opinion to be delivered by Freshfields Bruckhaus Deringer to the Finance Parties. "RESIGNATION LETTER" means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter). "ROLLOVER LOAN" means one or more Facility C Loans: (a) made or to be made on the same day that a maturing Facility C Loan is due to be repaid; (b) the aggregate amount of which is equal to or less than the maturing Facility C Loan; (c) in the same currency as the maturing Facility C Loan (unless it arose as a result of the operation of Clause 6.2 (Unavailability of a currency)); and (d) made or to be made to the same Borrower for the purpose of refinancing a maturing Facility C Loan. "SCREEN RATE" means: (a) in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period; and (b) in relation, to LIBOR, the British Bankers Association Interest Settlement Rate for the relevant currency and period displayed on the appropriate page of the Telerate screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Company and the Lenders. "SECOND EXTENSION OPTION" means the option available to the Company to request pursuant to clause 7.1(c) that the date on which all Facility A Loans shall be repaid in full be extended until the Facility A Second Extended Final Maturity Date. "SECURITY" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect. -12- "SELECTION NOTICE" means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 10 (Interest Periods) in relation to a Facility A and Facility B. "SETTLEMENT ACCOUNT" means the account confirmed by the Presenting Bank to the Agent in the relevant Utilisation Request as being the account into which an Acquisition Payment is to be made. "SETTLEMENT DATE" means a date on which an Acquisition Payment is to be made. "SHARES" means all the issued shares of Target (including any shares in Target issued or to be issued whilst an Offer remains open for acceptance). "S&P" means Standard & Poors Rating Services, a division of The McGraw-Hill Inc (or any successor in title of similar standing). "SPECIFIED TIME" means a time determined in accordance with Schedule 11 (Timetables). "SQUEEZE-OUT OFFER" means any offre publique de retrait followed by an offre publique de retrait obligatoire which might be made by the Company for all of the then outstanding Shares of the Target, following the completion of the Original Offer, or as the case may be, the Additional Offer. "SQUEEZE-OUT OFFER ACQUISITION PAYMENT" means a payment of the amount of cash consideration required to be paid by or on behalf of the Company under the Squeeze-Out Offer on a Squeeze-Out Settlement Date in respect of the Shares tendered to the Squeeze-Out Offer. "SQUEEZE-OUT SETTLEMENT DATE" means a date on which a Squeeze-Out Acquisition Payment is to be made. "SUBSIDIARY" means, in relation to any company, another company which is controlled by it within the meaning of article L.233-3 of the French Code de Commerce. "SYNDICATION DATE" means the date falling on the earlier of (i) the date upon which the Mandated Lead Arrangers notify the Company that the syndication of the Facility has been completed or (ii) 31 December 2004. "TARGET" means Aventis SA, a French company whose registered office is at 16 avenue de l'Europe, 67300 Schiltigheim, registered under identification number 542 064 308 RCS Strasbourg. "TARGET" means Trans-European Automated Real-time Gross Settlement Express Transfer payment system. "TARGET DAY" means any day on which TARGET is open for the settlement of payments in euro. "TARGET GROUP" means Target and its Subsidiaries from time to time. "TAX" means any tax, levy, impost, duty or other charge or withholding of a similar nature imposed or collected by any country or State or by any local, national or -13- supranational body, authority or organisation (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same). "TOTAL" means Total SA, a French company whose registered office is at 2 place de la Coupole, La Defense 6, 92400 Courbevoie, registered under identification number 542 051 180 RCS Nanterre. "TOTAL COMMITMENTS" means the aggregate of the Total Facility A Commitments, the Total Facility B Commitments and the Total Facility C Commitments, being EUR 16,000,000,000 at the date of this Agreement. "TOTAL FACILITY A COMMITMENTS" means the aggregate of the Facility A Commitments, being EUR 5,000,000,000 at the date of this Agreement. "TOTAL FACILITY B COMMITMENTS" means the aggregate of the Facility B Commitments, being EUR 5,500,000,000 at the date of this Agreement. "TOTAL FACILITY C COMMITMENTS" means the aggregate of the Facility C Commitments, being EUR 5,500,000,000 at the date of this Agreement. "TRANSFER AGREEMENT" means an agreement substantially in the form set out in Schedule 5 (Form of Transfer Agreement) or any other form agreed between the Agent and the Company. "TRANSFER DATE" means, in relation to a transfer, the later of: (a) the proposed Transfer Date specified in the Transfer Agreement; and (b) the date on which the Agent executes the Transfer Agreement. "UNPAID SUM" means any sum due and payable but unpaid by a Borrower under the Finance Documents. "UTILISATION" means a utilisation of a Facility. "UTILISATION DATE" means the date of a Utilisation, being the date on which the relevant Loan is to be made. "UTILISATION REQUEST" means a notice substantially in any of the forms set out in Part I of Schedule 3 (Requests). "VAT" means value added tax. 1.2 CONSTRUCTION (a) Unless a contrary indication appears, any reference in this Agreement to: (i) the "AGENT", any "MANDATED LEAD ARRANGER", any "FINANCE PARTY", any "LENDER", any "OBLIGOR" or any "PARTY" shall be construed so as to include its successors in title, permitted assigns and permitted transferees; (ii) "ASSETS" includes present and future properties, revenues and rights of every description; -14- (iii) "CORPORATE RECONSTRUCTION" includes in relation to any company any contribution of part of its business in consideration of shares (apport partiel d'actifs) and any demerger (scission) implemented in accordance with articles L.236-1 to L.236-24 of the French Code de Commerce; (iv) a "FINANCE DOCUMENT" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended or novated; (v) "GROSS NEGLIGENCE" means "faute lourde"; (vi) a "GUARANTEE" includes any "cautionnement", "aval" and any "garantie" which is independent from the debt to which it relates; (vii) "INDEBTEDNESS" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; (viii) "MERGER" includes any fusion implemented in accordance with articles L.236-1 to L.236-24 of the French Code de Commerce; (ix) a "PERSON" includes any person, firm, company, corporation, government, state or agency of a state or any grouping (whether or not having separate legal personality) or two or more of the foregoing; (x) a "REGULATION" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation; (xi) a "SECURITY INTEREST" includes any type of security (surete reelle) and transfer by way of security; (xii) "SUCCESSFUL" means in relation to the Original Offer that the conditions relating to such offer have been met (including the condition relating to the acceptance of the Original Offer by holders of Shares representing a minimum of 50% of the share capital of Target) and that it will have a "suite positive" within the meaning of article 5-2-3 of the Reglement General du CMF; (xiii) "TRUSTEE, FIDUCIARY AND FIDUCIARY DUTY" has in each case the meaning given to such term under any applicable law; (xiv) "WILFUL MISCONDUCT" means "dol"; (xv) a provision of law is a reference to that provision as amended or re-enacted; and (xvi) unless a contrary indication appears, a time of day is a reference to Paris time. (b) Section, Clause and Schedule headings are for ease of reference only. -15- (c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement. (d) A Default (other than an Event of Default) is "CONTINUING" if it has not been remedied or waived and an Event of Default is "CONTINUING" if it has not been waived. -16- SECTION 2 THE FACILITIES 2. THE FACILITIES 2.1 THE FACILITIES Subject to the terms of this Agreement, the Lenders make available: (a) to the Company only, a Euro term loan facility in an aggregate maximum amount equal to the Total Facility A Commitments; (b) to the Company only, a Euro term loan facility in an aggregate maximum amount equal to the Total Facility B Commitments; and (c) to the Company and the Additional Borrowers (subject to provisions of Clause 24.2 (Additional Borrowers)), a multicurrency revolving loan facility in an aggregate maximum amount equal to the Total Facility C Commitments. 2.2 FINANCE PARTIES' RIGHTS AND OBLIGATIONS (a) The obligations of each Finance Party under the Finance Documents are several (conjointes et non solidaires). Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents. (b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from a Borrower shall be a separate and independent debt. (c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents. 3. PURPOSE 3.1 PURPOSE (a) The Company shall apply all amounts borrowed by it under Facility A and Facility B towards the financing of the Acquisition Payment. (b) The Company shall apply all amounts borrowed by it under Facility C towards: (i) the financing of the Acquisition Payment; (ii) the financing of the reasonable fees, costs and expenses incurred by it in connection with the Offer; (iii) the financing of the general corporate purpose of the Group; (iv) the refinancing of existing indebtedness of Target; or, -17- (v) any other purpose which may be agreed from time to time between the Company and the Majority Lenders. (c) Each Additional Borrower shall apply all amounts borrowed by it under Facility C towards: (i) the financing of its general corporate purpose; and (ii) the refinancing of its existing indebtedness. 3.2 MONITORING No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement. 4. CONDITIONS OF UTILISATION 4.1 INITIAL CONDITIONS PRECEDENT (a) No Utilisation Request may be delivered unless the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions precedent to signing) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied. (b) No Utilisation shall be made under any Facility unless the Original Offer is successful. 4.2 CONDITIONS PRECEDENT TO UTILISATION UNDER FACILITY A AND FACILITY B (a) On each Original Offer Settlement Date, no Utilisation shall be made under Facility A or Facility B unless the Agent has received all of the documents and other evidence listed in Section 1 of Part II of Schedule 2 (Conditions precedent to Utilisation on each Original Settlement Date) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied. (b) On each Additional Offer Settlement Date (if any), no Utilisation shall be made under Facility A or Facility B unless the Agent has received all of the documents and other evidence listed in Section 2 of Part II of Schedule 2 (Conditions precedent to Utilisation on each Additional Offer Settlement Date) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied. (c) On each Squeeze-Out Offer Settlement Date (if any), no Utilisation shall be made under Facility A or Facility B unless the Agent has received all of the documents and other evidence listed in Section 3 of Part II of Schedule 2 (Conditions precedent to Utilisation on each Squeeze-Out Offer Settlement Date) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied. (d) Following the expiry of the Certain Funds Period, no Utilisation shall be made under Facility A or Facility B if: (i) an Event of Default or a Default is continuing or would result from the proposed Loan; -18- (ii) any Repeating Representations to be made by the Company is untrue in any material respects. 4.3 CONDITIONS PRECEDENT TO UTILISATION UNDER FACILITY C FOR THE PURPOSE OF FINANCING AN ACQUISITION PAYMENT (a) No Utilisation shall be made under Facility C for the purpose of financing an Acquisition Payment unless and until Facility A and Facility B have been drawn in full. (b) On each Original Offer Settlement Date, no Utilisation shall be made under Facility C for the purpose of financing an Acquisition Payment unless the Agent has received all of the documents and other evidence listed in Section 1 of Part II of Schedule 2 (Conditions precedent to Utilisation on each Original Settlement Date) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied. (c) On each Additional Offer Settlement Date (if any), no Utilisation shall be made under Facility C for the purpose of financing an Acquisition Payment unless the Agent has received all of the documents and other evidence listed in Section 2 of Part II of Schedule 2 (Conditions precedent to Utilisation on each Additional Offer Settlement Date) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied. (d) On each Squeeze-Out Offer Settlement Date (if any), no Utilisation shall be made under Facility C for the purpose of financing a Squeeze-Out Acquisition Payment unless the Agent has received all of the documents and other evidence listed in Section 3 of Part II of Schedule 2 (Conditions precedent to Utilisation on each Squeeze-Out Offer Settlement Date) in form and substance satisfactory to the Agent. (e) Following the expiry of the Certain Funds Period, no Utilisation shall be made under Facility C for the purposes of financing an Acquisition Payment if: (i) an Event of Default or a Default is continuing or would result from the proposed Facility C Loan; (ii) any Repeating Representations to be made by each Obligor is untrue in any material respects. 4.4 CONDITIONS PRECEDENT TO UTILISATION UNDER FACILITY C FOR OTHER PURPOSES THAN FINANCING AN ACQUISITION PAYMENT (a) No Utilisation shall be made under Facility C for any other purpose than the financing of an Acquisition Payment prior to the day on which the first Settlement Date occurs. (b) No Utilisation shall be made under Facility C for any other purpose than the financing of an Acquisition Payment if: -19- (i) an Event of Default or a Default is continuing or would result from the proposed Facility C Loan; (ii) any Repeating Representations to be made by each Obligor is untrue in any material respects. 4.5 CERTAIN FUNDS PERIOD (a) Notwithstanding any term of this Agreement, during the Certain Funds Period, the Lenders shall not be entitled to: (i) refuse to participate in or make available any Acquisition Loan; (ii) cancel a Commitment relating to any Acquisition Loan; or (iii) exercise any right of rescission or similar right or remedy which it may have in relation to any Acquisition Loan, except as provided below in this Clause 4.5. (b) Paragraph (a) does not apply if, in the opinion of the Majority Lenders: (i) a Major Representation is not correct or will not be correct immediately after the relevant Acquisition Loan is made; or (ii) a Major Default is continuing or will result from the making of the relevant Acquisition Loan. (c) Paragraph (a) does not apply if: (i) in respect of a Facility A Loan or a Facility B Loan, the Company has not delivered all of the documents and other evidence required to be delivered pursuant to clause 4.2 (Conditions Precedent to Utilisation under Facility A and Facility B) in form and substance satisfactory to the Agent; (ii) in respect of a Facility C Acquisition Loan, the conditions precedent set out in clause 4.3(a), 4.3(b), 4.3(c) and 4.3(d) have not been met. (d) Nothing in this Clause 4.5 will affect the right of any Lender to refuse to participate in or make available any Acquisition Loan or to cancel a Commitment relating thereto if it is unlawful for such Lender to perform any of its obligations under the Finance Documents. (e) Nothing in this Clause 4.5 will affect the rights of any Finance Party in respect of any Default which is continuing upon expiry of the Certain Funds Period irrespective of whether that Default occurred during the Certain Funds Period or not. (f) In any case, the Company shall comply with the requirements set out in Clause 5 (Utilisation). (g) In this Clause 4.5: -20- "CERTAIN FUNDS PERIOD" means the period beginning on the date of this Agreement and ending 11 Months following the Announcement Date. "MAJOR BREACH" means a breach of: (i) Clause 21.2 (Compliance with laws); (ii) Clause 21.3 (Negative pledge) but excluding any breach by a member of the Target Group; (iii) Clause 21.4 (Disposals); (iv) Clause 21.8 (Offer), provided that in respect of paragraph (i), (ii) and (iii) above, such breach shall have or is reasonably likely to have a Material Adverse Effect. "MAJOR DEFAULT" means any of the following Events of Default: (i) Clause 22.1 (Non-payment); (ii) Clause 22.3 (Other obligations) but only insofar as it constitutes a Major Breach; (iii) Clause 22.4 (Misrepresentation) but only insofar as it relates to a Major Representation; (iv) Clause 22.5 (Cross-Default) but only if it relates to a payment default under the relevant Financial Indebtedness if in excess of EUR 200,000,000 and incurred by a member of the Group (excluding for the avoidance of doubt any member of the Target Group) and the creditor of such Financial Indebtedness has notified its intent to accelerate such Financial Indebtedness; or, (v) Clauses 22.6 (Insolvency) and 22.7 (Insolvency proceedings) but only insofar as it relates to the Company, any of its Material Subsidiaries or Target. "MAJOR REPRESENTATION" means any of the following representations contained in this Agreement: (i) Clause 18.1 (Status); (ii) Clause 18.2 (Binding Obligations); (iii) Clause 18.3 (Non-contravention with other obligations); (iv) Clause 18.4 (Power and authority); or (v) Clause 18.11 (a) and (b) (Financial Statements). 4.6 MAXIMUM NUMBER OF LOANS (a) The Presenting Bank may deliver as many Utilisation Requests as necessary in relation to Acquisition Loans for the purpose of achieving payment of -21- Acquisition Payment in accordance with timetables and prescriptions set out by any relevant market authority. (b) A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation 10 or more Facility C Loans (other than Facility C Acquisition Loans) would be outstanding. (c) Any Loan made by a single Lender under Clause 6.2 (Unavailability of a currency) shall not be taken into account in this Clause 4.6. -22- SECTION 3 UTILISATION 5. UTILISATION 5.1 UTILISATION UNDER FACILITY A AND FACILITY B (a) Utilisation shall be made under Facility A and Facility B on a Settlement Date only and shall be made under each such Facility on a prorata basis (if such Utilisation is made prior to the Facility A Final Maturity Date). (b) Facility A or Facility B may be utilised by delivery to the Agent, by no later than 3 Business Days prior to the relevant Settlement Date, of a duly completed Utilisation Request issued by the Presenting Bank. (c) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: (i) it identifies the Facility to be utilised; (ii) the proposed Utilisation Date is a Settlement Date; (iii) the currency is the Base Currency; (iv) the amount of the Utilisation is no greater than the Available Facility; (v) the proposed Interest Period complies with Clause 10 (Interest Periods); and (vi) it indicates the Settlement Account to which the relevant Loan shall be paid. (d) Only one Loan may be requested in each Utilisation Request. (e) The amount of Utilisations made on a Settlement Date under Facility A and Facility B (to which shall be added, as the case may be, the amount of the Utilisation made in accordance with provisions of article 5.2 on the same date under Facility C) shall be equal to the amount of the Acquisition Payment to be made on such Settlement Date. 5.2 UTILISATION UNDER FACILITY C FOR THE PURPOSE OF FINANCING AN ACQUISITION PAYMENT (a) Utilisation shall be made under Facility C for the purpose of financing an Acquisition Payment on a Settlement Date only. (b) Facility C may be utilised for the purpose of financing an Acquistion Payment by delivery to the Agent, by no later than 3 Business Days prior to the relevant Settlement Date, of a duly completed Utilisation Request issued by the Presenting Bank. (c) Each Utilisation Request under Facility C issued for the purpose of financing an Acquisition Payment is irrevocable and will not be regarded as having been duly completed unless: -23- (i) the proposed Utilisation Date is a Settlement Date; (ii) the currency is the Base Currency; (iii) the amount of the Utilisation is no greater than the Available Facility; (iv) the proposed Interest Period complies with Clause 10 (Interest Periods). (v) it indicates the Settlement Account to which the relevant Facility C Acquisition Loan shall be paid. (d) Only one Facility C Acquisition Loan may be requested in each Utilisation Request. 5.3 UTILISATION UNDER FACILITY C FOR OTHER PURPOSES THAN FINANCING AN ACQUISITION PAYMENT (a) A Borrower may utilise Facility C for any other purposes than financing an Acquisition Payment by delivery to the Agent of a duly completed Utilisation Request no later than 3 Business Days prior to the relevant Utilisation Date. (b) No Utilisation shall be made under Facility C for any other purposes than financing an Acquisition Payment prior to the day on which the first Settlement Date occurs. (c) Each Utilisation Request issued for other purposes than financing an Acquisition Payment is irrevocable and will not be regarded as having been duly completed unless: (i) the proposed Utilisation Date is a Business Day within the Availability Period applicable to Facility C; (ii) the currency of the Utilisation comply with Clause 5.3.(e); (iii) the amount of the Utilisation comply with Clause 5.3.(f); and (iv) the proposed Interest Period complies with Clause 10 (Interest Periods). (d) Only one Loan may be requested in each Utilisation Request. (e) The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency. (f) The amount of the proposed Facility C Loan must be in a minimum Base Currency Amount of EUR 100,000,000 (and, in integral multiple Base Currency Amounts of EUR 20,000,000) or, if less, the Available Facility. (g) Unless otherwise agreed in writing by the Majority Lenders, no Utilisation by an Additional Borrower may take place if as a result of such Utilisation, the aggregate Facility C Loans in respect of such Additional Borrower would exceed (i) for Target, EUR 5,500,000,000, and (ii) for any other -24- Additional Borrower, the borrowing limit agreed by the Majority Lenders at the time of the accession to this Agreement of such Additional Borrower as provided for in Clause 24.2 (Additional Borrowers). 5.4 UTILISATION REQUEST BY THE PRESENTING BANK In relation to the financing of any Acquisition Payment and each time any such Acquisition Payment is requested to be paid in accordance with applicable timetables and prescriptions set out by any relevant market authority, Utilisation Requests shall be made solely by the Presenting Bank in accordance with Clauses 5.1 (Utilisation under Facility A and Facility B) and 5.2 (Utilisation under Facility C for the purpose of financing an Acquisition Payment). To that effect and in consideration of the Presenting Bank providing the guarantee referred to in article 5-1-4 of the Reglement General du CMF, the Company hereby irrevocably waives any rights to make any Utilisation for the purpose of financing any Acquisition Payment and delegates all such rights to the Presenting Bank which accepts such delegation and agrees to be a party to this Agreement for this sole purpose and, as the case may be, for the purposes of paragraph (b) of Clause 8.3 (Voluntary Cancellation). The Company agrees that delivery of an Utilisation Request by the Presenting Bank shall constitute a confirmation by the Company that each applicable condition to be satisfied on the date of this Utilisation Request pursuant to Clauses 4.1 (Initial conditions precedent) to 4.3 (Conditions precedent to Utilisation under Facility C for the purpose of financing an Acquisition Payment) is satisfied on such date. In the event that the Presenting Bank does no longer act as banque presentatrice under the Additional Offer and/or, as the case may be, under the Squeeze-Out Offer, no Utilisation shall be made for the purpose of financing an Acquisition Payment under the Additional Offer and/or, as the case may be, under the Squeeze-Out Offer until and unless the credit institution acting as banque presentatrice under the Additional Offer and/or, as the case may be, under the Squeeze-Out Offer accedes to this Agreement and accepts to be bound by the provisions of this Clause 5 (Utilisation). 5.5 LENDERS' PARTICIPATION (a) If the applicable conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office. (b) The amount of each Lender's participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan. (c) The Agent shall determine the Base Currency Amount of each Facility C Loan which is to be made in one Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan and the amount of its participation in that Loan, in each case by the Specified Time. -25- 6. OPTIONAL CURRENCIES 6.1 SELECTION OF CURRENCY A Borrower (or the Company on behalf of a Borrower) shall select the currency of a Facility C Loan (other than a Facility C Acquisition Loan) in a Utilisation Request. 6.2 UNAVAILABILITY OF A CURRENCY (a) If before the Specified Time on any Quotation Day: (i) a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or (ii) a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the Optional Currency would contravene a law or regulation applicable to it, the Agent will give notice to the relevant Borrower to that effect by the Specified Time on that day. In this event, any Lender that gives notice pursuant to this Clause 6.2(a) will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender's proportion of the Base Currency Amount or, in respect of a Rollover Loan, an amount equal to that Lender's proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period. (b) Paragraph (a)(i) of this Clause 6.2 shall not apply in relation to Sterling or US Dollars. 6.3 AGENT'S CALCULATIONS Each Lender's participation in a Loan will be determined in accordance with paragraph (b) of Clause 5.5 (Lenders' participation). -26- SECTION 4 REPAYMENT, PREPAYMENT AND CANCELLATION 7. REPAYMENT 7.1 REPAYMENT OF FACILITY A LOANS (a) The Company must repay the Facility A Loans in full on the Facility A Original Final Maturity Date (subject to the exercise of the First Extension Option in accordance with the provisions of paragraph (b) below and, as the case may be, of the Second Extension Option in accordance with the provisions of paragraph (c) below). (b) The Company shall be entitled at any time between the date falling 60 days and the date falling 30 days before the Facility A Original Final Maturity Date to request that the date on which the Facility A Loans shall be repaid in full shall be the Facility A First Extended Final Maturity Date by giving a notice in writing to the Agent to that effect. The First Extension Option shall be effective on the date of the Facility A Original Final Maturity Date provided that on such date: (i) no Event of Default or Default is continuing or would result from the exercise of the First Extension Option; (ii) the Repeating Representations to be made by the Company are true in all material respects; and (iii) the Company has paid the extension fee referred to in paragraph (a) of Clause 12.4 (Extension Fee). (c) To the extent that the Company has exercised the First Extension Option, The Company shall be entitled at any time between the date falling 60 days and the date falling 30 days before the Facility A First Extended Final Maturity Date to request that the date on which the Facility A Loans shall be repaid in full shall be the Facility A Second Extended Final Maturity Date by giving a notice in writing to the Agent to that effect. The Second Extension Option shall be effective on the date of the Facility A First Extended Final Maturity Date provided that on such date: (i) no Event of Default or Default is continuing or would result from the exercise of the Second Extension Option; (ii) the Repeating Representations to be made by the Company are true in all material respects; and (iii) the Company has paid the extension fee referred to in paragraph (b) of Clause 12.4 (Extension Fee). (d) The Company may not reborrow any part of Facility A which is repaid. -27- 7.2 REPAYMENT OF FACILITY B LOANS (a) The Company must repay the Facility B Loans in full on the Facility B Final Maturity Date. (b) The Company may not reborrow any part of Facility B which is repaid. 7.3 REPAYMENT OF FACILITY C LOANS (a) Each Borrower which has drawn a Facility C Loan shall repay that Facility C Loan on the last day of its Interest Period. (b) Subject to the other terms of this Agreement, any amount repaid under paragraph (a) may be reborrowed. (c) No Borrower may reborrow any part of Facility C following the Facility C Final Maturity Date. 8. PREPAYMENT AND CANCELLATION 8.1 ILLEGALITY If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan: (a) that Lender shall promptly notify the Agent upon becoming aware of that event; (b) upon the Agent notifying the Company, the Commitment of that Lender will be immediately cancelled; and (c) each Borrower shall repay that Lender's participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law). 8.2 CHANGE OF CONTROL OF THE COMPANY (a) If any person (other than L'Oreal or Total) or group of persons acting in concert (other than a concert in which L'Oreal and/or Total have a majority stake) acquires more than 50% of the voting rights of the Company: (i) the Company shall promptly notify the Agent upon becoming aware of that event and shall consult with the Lenders for a 60 days period commencing on the date of the notification so as to keep their respective Commitment outstanding following the occurrence of that event; (ii) at the end of such 60 days period, each Lender, by not less than 15 days notice to the Company, may cancel its participation in the Facilities and declare all its participations in outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable to it, -28- whereupon the participation of such Lenders in the Facilities will be cancelled and all such outstanding amounts will become immediately due and payable. (b) For the purpose of paragraph (a) above "ACTING IN CONCERT" has the meaning given in article L.233-10 of the French Code de Commerce. 8.3 VOLUNTARY CANCELLATION (a) The Company may, if it gives the Agent not less than 10 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of EUR 100,000,000) of an Available Facility. Any cancellation under this Clause 8.3, if in respect of either of Facility A or Facility B, shall be made under both Facility A and Facility B on a prorata basis as long as there remains any Available Commitment under either Facility. Any cancellation under this Clause 8.3 shall reduce the Commitments of the Lenders rateably under the Facility concerned. (b) No cancellation shall be requested by the Company prior to the expiry of the Certain Funds Period without the prior written consent of the Presenting Bank. Notwithstanding paragraph (a) above, any such cancellation shall take effect immediately upon notice to the Agent. 8.4 MANDATORY CANCELLATION All Commitments shall be automatically cancelled if: (a) the Increased Offer and the note d'information relating thereto is not filed with the AMF within 10 Business Days following the signing of this Agreement (unless otherwise agreed by the Lenders); (b) at any time following the date hereof, the Company exercises any right it may have under any applicable regulation to withdraw the Original Offer; (c) at any time following the date hereof, an Original Offer Result Notice is issued evidencing that the Original Offer has not been successful; (d) no Original Offer Result Notice has been issued by the AMF prior to the end of a 11 Month period following the Announcement Date. 8.5 VOLUNTARY PREPAYMENT (a) The Company may, if it gives the Agent not less than 10 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Facilities provided that amounts voluntary prepaid shall be applied in priority (i) towards the discharge of sums due under Facility A and Facility B on a prorata basis as long as any sums remain outstanding under both Facility A and Facility B or (ii) if no sums remain outstanding under Facility A, towards the discharge of sums due under Facility B (as long as any sums remains outstanding under Facility B). No Amounts shall be prepaid under Facility C unless and until no amounts remain outstanding under Facility A and Facility B. -29- (b) Each Facility shall be cancelled by an amount equal to the amount prepaid under such Facility. 8.6 RIGHT OF REPAYMENT AND CANCELLATION IN RELATION TO A SINGLE LENDER (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 13.2 (Tax gross-up) or under an equivalent provision of any Finance Document; (ii) any Lender claims indemnification from the Company under Clause 13.3 (Tax indemnity) or Clause 14.1 (Increased costs); or (iii) the Additional Cost Rate calculated for any Lender in accordance with Schedule 4 (Mandatory Cost Formulae) is greater than zero, the Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company has given notice under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender's participation in that Loan. 8.7 MANDATORY PREPAYMENT IN RELATION TO A SINGLE LENDER If it becomes unlawful for a Borrower to perform any of its obligations to any Lender under paragraph (c) of Clause 13.2 (Tax gross-up) or under an equivalent provision of any Finance Document, (a) the Company shall promptly notify the Agent upon becoming aware of that event; (b) that Borrower shall repay that Lender's participation in the Loans made to that Borrower on the last day of each Interest Period which ends after the Company has given notice under paragraph (a) above or, if earlier, the date specified by that Lender in a notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law). 8.8 MANDATORY PREPAYMENT BY AN ADDITIONAL BORROWER Any amount borrowed by an Additional Borrower shall be prepaid immediately upon such Additional Borrower ceasing to be a member of the Group or if it is or becomes unlawful for the Guarantor to perform any of its obligations under the related Guarantee. -30- 8.9 MANDATORY PREPAYMENT DUE TO UNLAWFULNESS Any amount borrowed by a Borrower shall be prepaid immediately if it is or becomes unlawful for that Borrower to perform any of its obligations under any Finance Documents. 8.10 MANDATORY PREPAYMENT AND CANCELLATION FROM NET CASH PROCEEDS (a) The Company (for itself or, as the case may be, on behalf of any Additional Borrower) shall, subject to paragraph (b), (c), (f), (g), and (h) below, prepay and cancel the Facilities by an amount equal to the amount of Net Cash Proceeds received by or for the account of any member of the Group. (b) The obligation to prepay pursuant to this Clause 8.10 an amount equal to Net Disposal Proceeds received by any member of the Group shall apply only in respect of Net Disposal Proceeds received in any given financial year in aggregate in excess of EUR 2,000,000,000. Such prepayment shall be made on the last day of the Interest Period which expires immediately after 30 June each following year, starting from (and including) 30 June 2005. (c) Any prepayment pursuant to this Clause 8.10 in respect of Net Securitisation Program Proceeds shall be made on the last day of the Interest Period which expires immediately after 30 June each following year, starting from (and including) 30 June 2005. (d) Amounts to be prepaid pursuant to this Clause 8.10 shall be applied in priority towards (i) the prepayment of Facility A and Facility B on a prorata basis as long as any sums remain outstanding under both Facility A and Facility B and (ii) if no sum remains outstanding under Facility A, toward the prepayment of Facility B as long as any sums remain outstanding under Facility B. In both cases, if the amount to be prepaid exceeds the amounts outstanding under Facility A and Facility B, such excess shall be applied towards the prepayment of Facility C (up to the then outstanding amount under Facility C) and Commitment relating to Facility C shall be cancelled for an amount equal to such excess. If at the date of the prepayment to be made pursuant to this Clause 8.10, no amounts remains outstanding under Facility A and Facility B, the amounts to be prepaid shall be applied entirely towards the prepayment of Facility C (up to the then outstanding amount under Facility C) and Commitment relating to Facility C shall be cancelled for an amount equal to such prepayment. (e) The Company shall promptly and in any event within two Business Days notify the Agent forthwith of receipt by any member of the Group of any Net Disposal Proceeds. (f) Prepayments shall not be required to be made pursuant to this Clause 8.10, if and to the extent such prepayments cannot be funded otherwise than in breach of legal provisions regarding corporate interest, financial assistance and fiduciary duties of directors, if and to the extent that proceeds need to be upstreamed to the Company (unless the relevant Net Cash Proceeds has been received by an Additional Borrower which can use the said amount in -31- prepayment of Loans made to it) by loan, cash transfer or dividend payment, where such upstreaming cannot lawfully be done, it being understood that in such case the Company shall make its best efforts to ensure that, to the extent possible, the prohibition to such upstreaming is overcome as soon as possible and that the corresponding prepayment shall be made immediately when it can be legally funded. (g) If the Company notifies the Agent that, and establishes to the Agent's reasonable satisfaction that (a) a prepayment pursuant to this Clause 8.10 cannot be lawfully funded otherwise than by way of an intra-group loan causing the application of any applicable "thin capitalization rules" at the level of the relevant borrower and (b) that the application of such "thin capitalization rules" would result in an increase of the effective amount of tax payable by such borrower (excluding for the avoidance of doubt, any reduction of any tax losses of such borrower), then such prepayment shall not be required to be made pursuant to this Clause 8.10. The prepayment shall be made immediately when it can be funded otherwise than by way of an intra-group loan or when it can be funded otherwise than by way of an intra-group loan causing the application of any relevant "thin capitalization rules" in the conditions described above. (h) If the Company notifies the Agent that, and establishes to the Agent's reasonable satisfaction that (a) a prepayment pursuant to this Clause 8.10 cannot be lawfully funded otherwise than by way of a distribution of dividends and that (b) such distribution of dividends cannot be made without triggering the effective payment, by the person making the distribution, of a Precompte (other than a Precompte which may be refunded on the basis of a double taxation agreement), then such prepayment shall not be required to be made pursuant to this Clause 8.10. The prepayment shall be made immediately when it can be funded otherwise than by a distribution of dividends or when it can be funded by way of distribution of dividends without triggering the payment of Precompte in the conditions described above. (i) If the Company notifies the Agent that, and establishes to the Agent's reasonable satisfaction that (a) a prepayment pursuant to this Clause 8.10 cannot be lawfully funded otherwise than by way of a distribution of dividends and/or reserves and that (b) such distribution of dividends and/or reserves cannot be made without triggering the effective payment, by the person making the distribution, of the prelevement exceptionnel provided for by article 95 of the French Loi de Finance for 2004, then such prepayment shall not be required to be made prior to 1st January 2006 provided that such prepayment shall be made as soon as practicable following such date. (j) In this Clause, "NET CASH PROCEEDS" means any Net Disposal Proceeds or Net Securitisation Program Proceeds. "NET DISPOSAL PROCEEDS" means, in relation to any disposal of any asset (other than a disposal of current assets (actifs circulants) made in the ordinary course of business or disposal of assets made to the benefit of another member of the Group), any cash proceeds (or in the case of -32- consideration paid by way of an issue of debt, bond or equity instrument delivered to the transferor, an equivalent amount thereto) thereof from time to time that are to be received by or for the account of any member of the Group net of: (i) any tax liability arising from such disposal; (ii) any reinvestment made out of such cash proceeds to the extent that (a) such reinvestment is made no later than 30 June of the year following the financial year during which such cash proceeds have been received and (b) such reinvestment is made in businesses, shares or other assets consistent with the nature of business of the Company or the Group as carried on at the date of this Agreement; and (iii) reasonable commissions, fees and expenses payable by any member of the Group in connection with such disposal (without limitation, including pursuant to earn out provisions and taking into account the amount of any proceeds received in respect of repayment or disposal of any intra group loan). but excluding: (a) in the case of a disposal of a Subsidiary where liabilities to third parties are assumed by other members of the Group as part of the consideration for the sale of that Subsidiary, such amount of the consideration received by the Group which is attributable to that assumption; (b) in the case of a disposal by a Subsidiary that is not a wholly-owned Subsidiary, the pro rata share of such cash proceeds attributable to the minority interests in that Subsidiary; and (c) in the case of a disposal effected by a Subsidiary, the repayment of Financial Indebtedness related to the assets subject to the disposal which are required to be repaid in order to effect the disposal. "NET SECURITISATION PROGRAM PROCEEDS" means, in relation to any securitisation or trade receivables sale program entered into by any member of the Group, the amount, if any, by which the aggregate amounts utilised under such programs at the end of any financial year exceeds the aggregate amounts utilised under such programs at the end of the preceding financial year. It is understood that, in respect of any such programs entered into by Target and its Subsidiaries, and for the financial year in which the Company will gain the effective control of Target, the Net Securitisation Program Proceeds will include the amount, if any, by which the aggregate amounts utilised under such programs at the end of the relevant financial year exceeds the aggregate amounts utilised under such programs on the date on which the Company gained the effective control of Target. For the purposes of this Clause 8.10, the Company undertakes to notify the Agent, forthwith upon gaining the effective control of Target, of the aggregate amounts utilised under such programs and shall notify the Agent no later than 31 January each year of the aggregate amounts utilised under such programs at the end of the preceding two financial years and of the corresponding Net Securitisation Program Proceeds, if any. -33- "PRECOMPTE" means the "precompte" as defined in article 223 sexies of the French Code General des Impots, or any equivalent tax in any jurisdiction or replacing the above provided in each case that such tax is a final liability and is not refundable. 8.11 MANDATORY PREPAYMENT AND CANCELLATION FROM NET DEBT ISSUE PROCEEDS (a) The Company shall, subject to paragraph (b) and (e) below, prepay and cancel Facility A and Facility B by an amount equal to the amount of Net Debt Issue Proceeds received by or for the account of any member of the Group. (b) The obligation to prepay pursuant to this Clause 8.11 an amount equal to Net Debt Issue Proceeds received by any member of the Group shall apply only in respect of Net Debt Issue Proceeds received in aggregate in excess of EUR 1,000,000,000 following the date of this Agreement and until amounts outstanding under Facility A and Facility B are reduced to two thirds of the aggregate of the Total Facility A Commitment and the Total Facility B Commitment at the date of this Agreement. (c) Amounts to be prepaid pursuant to this Clause 8.11 shall be applied towards the prepayment of Facility A and Facility B on a prorata basis as long as any sums remain outstanding under both Facility A and Facility B. (d) Any prepayment pursuant to this Clause 8.11 shall be made on the last day of the Interest Period which expires immediately after the date of receipt by any member of the Group of any Net Debt Issue Proceeds. (e) Paragraph (f), (g), (h) and (i) of Clause 8.10 (Mandatory Prepayment and Cancellation from Net Cash Proceeds) shall apply mutatis mutandis in respect of prepayment to be made pursuant to this Clause 8.11. (f) In this Agreement: "DEBT ISSUE" means any issue of bonds or notes (including convertible bonds and other equity-linked debt instruments), debt securities (excluding for the avoidance of doubt, billets de tresorerie or commercial paper with a tenor of less than one year) or other capital markets instruments of any kind by any member of the Group whether to the public, one or more private places or otherwise and whether or not listed on any stock exchange. "NET DEBT ISSUE PROCEEDS" means, in relation to any Debt Issue, any cash proceeds that are to be received by or for the account of any member of the Group net of reasonable commissions, fees and expenses payable by any member of the Group in connection with such Debt Issue. 8.12 RESTRICTIONS (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. -34- (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of Facility A or Facility B which is prepaid. (d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate. -35- SECTION 5 COSTS OF UTILISATION 9. INTEREST 9.1 FACILITY A CALCULATION OF INTEREST (a) The rate of interest on each Facility A Loan for each Interest Period shall be the percentage rate per annum which is the aggregate of the applicable: (i) Facility A Margin; (ii) EURIBOR; and (iii) Mandatory Cost, if any. (b) The Facility A Margin shall be equal to 0.40% in respect of each Interest Period commencing prior to the Margin Adjustment Date. (c) The Facility A Margin applicable to any Interest Period commencing on or following the Margin Adjustment Date shall be equal to the average of the percentage rates per annum set below opposite the credit rating assigned respectively by S&P and Moody's on the long term unsecured and unsubordinated debt or on the Facility itself (as agreed between the Company and the Mandated Lead Arrangers) of the Company on the first day of such Interest Period:

9.2 FACILITY B CALCULATION OF INTEREST (a) The rate of interest on each Facility B Loan for each Interest Period shall be the percentage rate per annum which is the aggregate of the applicable: (i) Facility B Margin; (ii) EURIBOR; and (iii) Mandatory Cost, if any. (b) The Facility B Margin shall be equal to 0.45% in respect of each Interest Period commencing prior to the Margin Adjustment Date. (c) The Facility B Margin applicable to any Interest Period commencing on or following the Margin Adjustment Date shall be equal to the average of the percentage rates per annum set below opposite the credit rating assigned respectively by S&P and Moody's on the long term unsecured and -36- unsubordinated debt or on the Facility itself (as agreed between the Company and the Mandated Lead Arrangers) of the Company on the first day of such Interest Period:

9.3 FACILITY C CALCULATION OF INTEREST (a) The rate of interest on each Facility C Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: (i) Facility C Margin; (ii) EURIBOR or, in relation to any Loan in an Optional Currency, LIBOR; and (iii) Mandatory Cost, if any. (b) The Facility C Margin shall be equal to 0.50% in respect of each Interest Period commencing prior the Margin Adjustment Date. (c) The Facility C Margin applicable to any Interest Period commencing on or following the Margin Adjustment Date shall be equal to the average of the percentage rates per annum set below opposite the credit rating assigned respectively by S&P and Moody's on the long term unsecured and unsubordinated debt or on the Facility itself (as agreed between the Company and the Mandated Lead Arrangers) of the Company during such Interest Period:

9.4 GENERAL PROVISIONS REGARDING MARGIN ADJUSTMENTS If there is a change of the credit rating assigned by S&P or Moody's during an Interest Period, for the purpose of determining the applicable rate of interest, such change shall take effect for each Loan on the next Interest Period in respect thereto. -37- 9.5 ADJUSTMENT OF THE MARGIN UPON REPAYMENT AND CANCELLATION OF MORE THAN 50% OF THE TOTAL COMMITMENT Each of the applicable Facility A Margin, Facility B Margin and Facility C Margin determined in accordance with the provisions of Clause 9.1 to 9.4 above shall be reduced by 0.05% per annum following the date on which more than 50% of the Total Commitments as of the date of this Agreement has been repaid and/or cancelled. Such change shall take effect for each Loan on the next Interest Period in respect thereto. 9.6 PAYMENT OF INTEREST The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period. 9.7 DEFAULT INTEREST (a) If a Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue to the fullest extent permitted by law on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 1% (one per cent.) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 9.7 shall be immediately payable by the Borrower on demand by the Agent. (b) If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan: (i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and (ii) the rate of interest applying to the overdue amount during that first Interest Period shall be 1% (one per cent.) higher than the rate which would have applied if the overdue amount had not become due. (c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount only if, within the meaning of Article 1154 of the French Code Civil, such interest is due for a period of at least one year, but will remain immediately due and payable. 9.8 NOTIFICATION OF RATES OF INTEREST The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement. 9.9 EFFECTIVE GLOBAL RATE (TAUX EFFECTIF GLOBAL) For the purposes of Articles L313-1 et seq, R 313-1 and R313-2 of the Code de la Consommation, the Parties acknowledge that by virtue of certain characteristics of the Facility (and in particular the variable interest rate applicable to Loans and the Borrower's right to select the currency and the duration of the Interest Period of each -38- Loan) the taux effectif global cannot be calculated at the date of this Agreement. However, the Company acknowledges that it has received from the Agent a letter containing an indicative calculation of the taux effectif global for each Facility, based on figured examples calculated on assumptions as to the taux de periode and duree de periode set out in the letter. The Parties acknowledge that that letter forms part of this Agreement. 10. INTEREST PERIODS 10.1 SELECTION OF INTEREST PERIODS (a) Each Interest Period shall have a duration of one Month until: (i) in respect of Facility A Loans and Facility B Loans only, the Agent receives a Selection Notice requesting another duration in accordance with the provisions of paragraph (b) below; or, (ii) in respect of any Loan, the Borrower shall select another duration in accordance with the provisions of paragraph (c) below. (b) The Company may not send the Selection Notice to the Agent prior to the Syndication Date. The Company shall select pursuant to the Selection Notice an Interest Period duration under Facility A Loans and Facility B Loans of two, three or six Months (or any other duration agreed between the Agent (acting on the instruction of all the Lenders) and the Company). The selected Interest Period duration shall apply to all Interest Periods relating to Facility A Loans and Facility B Loans until the Facility A Final Maturity Date and the Facility B Final Maturity Date respectively. (c) Following the Syndication Date, any Utilisation Request delivered to the Agent may select an Interest Period duration of one, two, three or six Months (or any other period agreed between the Agent (acting on the instruction of all the Lenders)) and the Company. Utilisation Request delivered prior to the Syndication Date shall not select an Interest Period duration other than one Month. (d) Each Interest Period for a Loan shall start on the Utilisation Date and each successive Interest Period shall commence on the last day of the previous one. (e) The first Interest Period of any Facility A Loan shall end on the last day of all other outstanding Facility A Loans (if any). (f) The first Interest Period of any Facility B Loan shall end on the last day of all other outstanding Facility B Loans (if any). (g) An Interest Period for a Loan shall not extend beyond the final maturity date applicable to the Facility to which it relates. 10.2 NON-BUSINESS DAYS If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). -39- 10.3 CONSOLIDATION OF LOANS If two or more Interest Periods: (i) relate to Loans made under the same Facility and in the same currency; (ii) end on the same date; and (iii) are made to the same Borrower, those Loans will be consolidated into, and treated as, a single Loan on the last day of the Interest Period. 11. CHANGES TO THE CALCULATION OF INTEREST 11.1 ABSENCE OF QUOTATIONS Subject to Clause 11.2 (Market disruption), if EURIBOR or, if applicable, LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable EURIBOR or LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks. 11.2 MARKET DISRUPTION (a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender's share of that Loan for the Interest Period shall be the rate per annum which is the sum of: (i) the Margin; (ii) the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and (iii) the Mandatory Cost, if any, applicable to that Lender's participation in the Loan. (b) In this Agreement "MARKET DISRUPTION EVENT" means: (i) at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine EURIBOR or, if applicable, LIBOR for the relevant currency and Interest Period; or (ii) before close of business in Paris on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 30 per cent. of that Loan) that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of EURIBOR or, if applicable, LIBOR. -40- 11.3 ALTERNATIVE BASIS OF INTEREST OR FUNDING (a) If a Market Disruption Event occurs and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest. (b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties. 11.4 BREAK COSTS (a) Each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum. (b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue. 12. FEES 12.1 COMMITMENT FEE (a) The Company shall pay to the Agent (for the account of each Lender), in respect of each Facility for its Availability Period, a fee in the Base Currency computed at the rate of: (i) 0.125 per cent. per annum on the Lenders' aggregate Available Commitment under each Facility from the date of this Agreement until 25 July 2004; (ii) 0.15 per cent. per annum on the Lenders' aggregate Available Commitment under each Facility during the period commencing on 26 July 2004 and ending on the expiry of the Certain Funds Period; (iii) 40 per cent. of the applicable margin (as determined for each Facility in accordance with the provisions of Clause 9 (Interest)) on the Lenders' Available Commitment under each Facility following the expiry of the Certain Funds Period. (b) The commitment fee will be calculated on the basis of the actual number of days elapsed in a year of 360 days. For each Facility, the accrued commitment fee is payable on the last day of each successive period of three Months which ends during the relevant Availability Period, on the last day of the Availability Period and on the cancelled amount of the relevant Lender's Commitment at the time the cancellation is effective. 12.2 UPFRONT FEE The Company shall pay to the Mandated Lead Arrangers an upfront fee in the amount and at the times agreed in a Fee Letter. -41- 12.3 AGENCY FEE The Company shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter. 12.4 EXTENSION FEE (a) Upon the exercise by the Company of the First Extension Option, the Company shall pay on or prior to the Facility A Original Final Maturity Date to the Agent (for the account of each Lender under the Facility A) an extension fee equal to 0.025 per cent. of the total Facility A Commitment on the date of the Facility A Original Final Maturity Date. (b) Upon the exercise by the Company of the Second Extension Option, the Company shall pay on or prior to the Facility A First Extended Final Maturity Date to the Agent (for the account of each Lender under the Facility A) an extension fee equal to 0.025 per cent. of the total Facility A Commitments on the date of the Facility A First Extended Final Maturity Date. -42- SECTION 6 ADDITIONAL PAYMENT OBLIGATIONS 13. TAX GROSS UP AND INDEMNITIES 13.1 DEFINITIONS (a) In this Agreement: "PROTECTED PARTY" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document. "QUALIFYING LENDER" means: (i) in relation to a Borrower which is formed under the laws of France or is treated as resident in France for tax purposes, a Lender which: (A) has its Facility Office in France; or (B) fulfils the conditions imposed by French law taking into account, as the case may be, any double taxation agreement in force (subject to the completion of any necessary procedural formalities), in order for a payment not to be subject to (or as the case may be, to be exempt from) any Tax Deduction; or, (C) a Treaty Lender; (ii) or, in relation to a Borrower other than a Borrower referred to in paragraph (i) above, a Lender which: (A) has its Facility Office in the jurisdiction in which that Borrower is formed or (if different) in the jurisdiction (or jurisdictions) in which that Borrower is treated as resident for tax purposes; or (B) fulfils the conditions imposed by the laws of the jurisdiction or jurisdictions mentioned in paragraph (A) above taking into account, as the case may be, any double taxation agreement in force (subject to the completion of any necessary procedural formalities), in order for a payment not to be subject to (or as the case may be, to be exempt from) any Tax Deduction; or, (C) a Treaty Lender. "TAX CREDIT" means a credit against, relief or remission for, or repayment of any Tax. "TAX DEDUCTION" means a deduction or withholding for or on account of Tax from a payment under a Finance Document. -43- "TAX PAYMENT" means an increased payment made by an Obligor to a Finance Party under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity). "TREATY LENDER" means a Lender which is entitled to a payment under a double taxation agreement (subject to the completion of any necessary procedural formalities) without a Tax Deduction. (b) Unless a contrary indication appears, in this Clause 13 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination. 13.2 TAX GROSS-UP (a) Each Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Company shall promptly upon becoming aware that a Borrower must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent promptly on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall promptly notify the Company and that Borrower. (c) If a Tax Deduction is required by law to be made by a Borrower, the amount of the payment due from that Borrower shall be increased (subject to Clause 8.7 (Mandatory prepayment in relation to a single Lender)) to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (d) A Borrower is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction from a payment of interest on a Loan, if on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or double taxation agreement, or any published practice or concession of any relevant taxing authority; or, (ii) the relevant Lender is a Treaty Lender and the Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (h) below. (e) Paragraph (d)(i) above shall not apply if a Tax Deduction arises in respect of a Loan made to an Additional Borrower which is not French tax resident. (f) If a Borrower is required to make a Tax Deduction, that Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. -44- (g) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (h) A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction. 13.3 TAX INDEMNITY (a) The Company shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 13.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 13.2 (Tax gross-up) applied. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 13.3, notify the Agent. -45- 13.4 TAX CREDIT If an Obligor makes a Tax Payment and the relevant Finance Party determines that: (a) a Tax Credit is attributable to that Tax Payment; and (b) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been made by the Obligor. 13.5 STAMP TAXES The Company shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document. 13.6 VALUE ADDED TAX (a) All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable, on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT. (b) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment of the VAT. 14. INCREASED COSTS 14.1 INCREASED COSTS (a) Subject to Clause 14.3 (Exceptions) the Company shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement. (b) In this Agreement "INCREASED COSTS" means: (i) a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital; (ii) an additional or increased cost; or -46- (iii) a reduction of any amount due and payable under any Finance Document, which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document. 14.2 INCREASED COST CLAIMS (a) A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company. (b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate indicating the event giving rise to the claim and confirming the amount of its Increased Costs. 14.3 EXCEPTIONS Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is: (a) attributable to a Tax Deduction required by law to be made by an Obligor; (b) compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so compensated solely because one of the exclusions in paragraph (b) of Clause 13.3 (Tax indemnity) applied); (c) compensated for by the payment of the Mandatory Cost; or (d) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation. 15. OTHER INDEMNITIES 15.1 CURRENCY INDEMNITY (a) If any sum due from a Borrower under the Finance Documents (a "SUM"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "FIRST Currency") in which that Sum is payable into another currency (the "SECOND CURRENCY") for the purpose of: (i) making or filing a claim or proof against the Borrower; (ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, that Borrower shall as an independent obligation within three Business Days of demand, indemnify to the extent permitted by law each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum. -47- (b) Each Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable. 15.2 OTHER INDEMNITIES The Company shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties); (c) funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company. 15.3 INDEMNITY TO THE AGENT The Company shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of: (a) investigating any event which it reasonably believes is a Default; or (b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised. 16. MITIGATION BY THE LENDERS 16.1 MITIGATION (a) Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 8.1 (Illegality), Clause 13 (Tax gross-up and indemnities) Clause 14 (Increased costs) or Schedule 4 (Mandatory Cost formulae) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office. (b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents. 16.2 LIMITATION OF LIABILITY (a) The Company shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 16.1 (Mitigation). -48- (b) A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it. 17. COSTS AND EXPENSES 17.1 TRANSACTION EXPENSES The Company shall promptly on demand pay the Agent and the Mandated Lead Arrangers the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of: (a) this Agreement and any other documents referred to in this Agreement; and (b) any other Finance Documents executed after the date of this Agreement. 17.2 AMENDMENT COSTS If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 28.9 (Change of currency), the Company shall, within three Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement. 17.3 ENFORCEMENT COSTS The Company shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document. -49- SECTION 7 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT 18. REPRESENTATIONS Each Obligor makes the representations and warranties set out in this Clause 18 to each Finance Party in relation to itself and (where applicable) its Subsidiaries on the date it enters into the relevant Finance Document to which it is a party. 18.1 STATUS (a) It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation. (b) It and each of its Material Subsidiaries has the power to own its assets and carry on its business as it is being conducted. 18.2 BINDING OBLIGATIONS The obligations expressed to be assumed by it in each Finance Document are, subject to any Reservations, legal, valid, binding and enforceable obligations. 18.3 NON-CONTRAVENTION WITH OTHER OBLIGATIONS The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not contravene to any extent which is material as regards the Finance Documents with: (a) any law or regulation applicable to it; (b) its and each of its Material Subsidiaries' constitutional documents; or (c) any agreement or instrument binding upon it or any of its Material Subsidiaries or any of its or any of its Material Subsidiaries' assets. 18.4 POWER AND AUTHORITY It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents. 18.5 VALIDITY AND ADMISSIBILITY IN EVIDENCE All Authorisations required: (a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and (b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation save as set out in any Reservations, have been obtained or effected and are in full force and effect. -50- 18.6 GOVERNING LAW AND ENFORCEMENT (a) The choice of French law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation. (b) Any judgment obtained in France in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation. 18.7 DEDUCTION OF TAX It is not required under the law of its jurisdiction of incorporation to make any Tax Deduction from any payment it may make to any Qualifying Lender (to the extent that such Qualifying Lenders has complied with all necessary procedural formalities applicable to it) under any Finance Document. 18.8 NO FILING OR STAMP TAXES Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents save as set out in any Reservations. 18.9 NO DEFAULT (a) No Event of Default is continuing or can reasonably be expected to result from the making of any Utilisation. (b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Material Subsidiaries or to which its (or its Material Subsidiaries') assets are subject which might reasonably be expected to have a Material Adverse Effect. 18.10 NO MISLEADING INFORMATION (a) Any factual information provided by any member of the Group for the purposes of the Information Memorandum will, to the best of the Company's knowledge, be true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated. (b) The financial projections contained in the Information Memorandum will be prepared on the basis of recent historical information and on the basis of reasonable assumptions. (c) No information will be given or omitted by any member of the Group that results in the information contained in the Information Memorandum being untrue or misleading in any material respect. (d) The representation made in this Clause 18.10 is made by the Company only. -51- 18.11 FINANCIAL STATEMENTS (a) Its Original Financial Statements were prepared in accordance with GAAP consistently applied unless expressly disclosed to the Agent in writing to the contrary before the date of this Agreement. (b) Its Original Financial Statements (in conjunction with the notes thereto) fairly represent its financial condition and operations (consolidated in the case of the Company) during the relevant financial year unless expressly disclosed to the Agent in writing to the contrary before the date of this Agreement. (c) There has been no material adverse change in its business or financial condition (or the business or consolidated financial condition of the Group, in the case of the Company) since the date of closing of the financial year to which those Original Financial Statements relate. 18.12 PARI PASSU RANKING Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally. 18.13 NO PROCEEDINGS PENDING OR THREATENED No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its and of its directors' knowledge and belief) been started or threatened against it or any of its Material Subsidiaries. 18.14 REPETITION Subject to Clause 18.15 (Non-Applicability), the Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on: (a) the date of each Utilisation Request and the first day of each Interest Period; and (b) in the case of an Additional Borrower, the day on which the company becomes (or it is proposed that the company becomes) an Additional Borrower. 18.15 NON-APPLICABILITY (a) The representations set out in Clauses 18.1(b) (Status), 18.3 (Non-conflict with other obligations), 18.9 (No Default), 18.10 (No Misleading Information), 18.11 (Financial Statements) and 18.13 (No proceedings pending or threatened) do not apply in relation to: (i) any member of the Target Group until 180 days after the date when Target became a Subsidiary of the Company; and -52- (ii) any company (other than a member of the Target Group) becoming a member of the Group until 90 days after the date when that company became a member of the Group. (b) Notwithstanding the provisions of paragraph (a) above, the representations set out in Clauses 18.1(b) (Status) and 18.3 (Non-conflict with other obligations) (together, for the avoidance of doubt, with all Repeating Representations which are not mentioned in paragraph (a) above and the representation set out in Clause 18.4 (Power and authority)) shall apply immediately in relation to any member of the Group which becomes an Additional Borrower. 19. INFORMATION UNDERTAKINGS The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force. 19.1 FINANCIAL STATEMENTS The Company shall supply to the Agent in sufficient copies for all the Lenders: (a) as soon as the same become available, but in any event within 90 days after the end of each of its financial years: (i) its audited consolidated financial statements for that financial year; and (ii) the audited financial statements of each Borrower for that financial year; and (b) as soon as the same become available, but in any event within 90 days after the end of each half of each of its financial years: (i) its consolidated financial statements for that financial half year; and (ii) the financial statements of each Borrower for that financial half year. 19.2 COMPLIANCE CERTIFICATE (a) The Company shall supply to the Agent, with each set of financial statements delivered pursuant to paragraph (a)(i) or (b)(i) of Clause 19.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 20 (Financial covenants) as at the date as at which those financial statements were drawn up. (b) Each Compliance Certificate shall be signed by the Chief Executive Officer (directeur general) or the Chief Financial Officer (directeur financier) of the Company. -53- 19.3 REQUIREMENTS AS TO FINANCIAL STATEMENTS (a) Each set of financial statements delivered by the Company pursuant to Clause 19.1 (Financial statements) shall be certified by a director of the relevant company as fairly representing its financial condition as at the date as at which those financial statements were drawn up. (b) The Company shall procure that each set of financial statements of a Borrower delivered pursuant to Clause 19.1 (Financial statements) is prepared using applicable GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Borrower (or, where applicable, its latest annual financial statements delivered to the Agent in accordance with this Clause 19) provided that, in relation to the Company's consolidated financial statements, if any changes has occurred in relation to applicable GAAP, accounting practices or reference period, the Company shall notify the same to the Agent and the Company's auditors shall deliver to the Agent: (i) a description of any change necessary for those consolidated financial statements to reflect the GAAP, accounting practices and reference periods upon which the Company's Original Financial Statements (or, where applicable, its latest annual consolidated financial statements delivered to the Agent in accordance with this Clause 19) were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 20 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those consolidated financial statements and the Company's Original Financial Statements (or, where applicable, its latest annual consolidated financial statements delivered to the Agent in accordance with this Clause 19). Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements (or, where applicable, its latest annual financial statements delivered to the Agent in accordance with this Clause 19) were prepared. 19.4 INFORMATION: MISCELLANEOUS The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests): (a) all information documents (excluding for the avoidance of doubt notices of shareholders' meetings) dispatched by the Company to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched and the Company shall procure that the same documents will be delivered to the Agent in relation to Target as long as Target remains listed; (b) promptly upon becoming aware of it, available information as to the existence of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and -54- which might, if adversely determined, be reasonably be expected to have a Material Adverse Effect; and (c) promptly, such further information regarding the financial condition of any Obligor as any Finance Party (through the Agent) may reasonably request. 19.5 NOTIFICATION OF DEFAULT (a) Each Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Borrower is aware that a notification has already been provided by another Borrower). (b) Promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by two of its directors (administrateurs) on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it). 19.6 NOTIFICATION OF RATING CHANGE For the purpose of determining the applicable margin in accordance with the provisions of Clause 9 (Interest), the Company shall notify the Agent of any change of a rating on its long term unsecured and unsubordinated debt (or, as the case may be, on the Facility itself) assigned either by S&P or Moody's immediately upon becoming aware of the same. 19.7 NOTIFICATION OF TRANSFER OF INTELLECTUAL PROPERTY RIGHTS WITHIN THE GROUP The Company undertakes to notify the Agent of any sale, lease, transfer or other disposal (other than trough a licence) of any intellectual property rights made by any Obligor in the benefit of any member of the Group which is not an Obligor. 20. FINANCIAL COVENANTS (a) The Company shall procure that on each Test Date (as from 30 June 2004 until and including 31 December 2008), the ratio of Net Debt to EBITDA in respect of the Group on a consolidated basis for the Relevant Period is no greater than 2.5 : 1. (b) The Company shall procure that on each Test Date (as from and including 30 June 2005 until and including 31 December 2008), the Gross Debt of its Subsidiaries on a consolidated basis (without taking into account any financial borrowing arising under Facility C) shall at no time represent more than 1.0 times the EBITDA for the Relevant Period. (c) So as to meet as soon as possible the ratio set out in paragraph (b) above, the Company undertakes to make its best efforts to refinance indebtedness of Target incurred prior to the date on which the Company notifies the Agent that it has the effective control of Target (which date shall not be later than 3 Months following the date on which Target becomes a Subsidiary of the Company), by way of indebtedness incurred by the Company or incurred by Target under Facility C. (d) In this Clause 20: -55- "GROSS DEBT" means financial borrowings, whether short or long term, including all capital lease obligations as such concepts are defined in the notes to the Original Financial Statements of the Company. "NET DEBT" means Gross Debt after deduction of the total of cash, cash equivalents and marketable securities held by the Company, as provided in the consolidated balance sheet at each Test Date. "EBITDA" means for each Relevant Period, consolidated operating profit of the Group, as defined under accounting principles applicable to the Company's Original Financial Statements, plus, as applicable to the Relevant Period (if the following charges have been deducted to obtain operating profit, ie without double counting): (i) any amortization and depreciation charges, be it of tangible or intangible assets including goodwill, (ii) any purchase IPR&D charge as evaluated by an independent expert in accordance with applicable GAAP, (iii) any impact of inventory step up upon adjustment of inventory valuation to fair market value for the opening of the accounts of the Group following the acquisition of Target as required by GAAP, (iv) any restructuring charge directly incurred in connection with the Acquisition, such charges to be incurred in 2004 and 2005 only and not to exceed EUR 1,000,000,000 in any of these years. "RELEVANT PERIOD" means each twelve Month rolling basis period ending on a Test Date. "TEST DATE" means 30 June and 31 December of each calendar year. (d) The financial covenants contained in this Clause 20 will be tested on each Test Date by reference to the latest consolidated financial statement delivered to the Agent in accordance with Clause 19.1 (Financial Statements). 21. GENERAL UNDERTAKINGS The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force and are subscribed by each Obligor in relation to itself and where applicable its Subsidiaries. 21.1 AUTHORISATIONS Each Obligor shall promptly: (a) obtain, comply with and do all that is necessary to maintain in full force and effect; and (b) supply certified copies to the Agent of, -56- any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document (subject to the Reservations). 21.2 COMPLIANCE WITH LAWS (a) Each Obligor shall comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents. (b) The Company shall comply in all respect with all material applicable laws to which it may be subject in relation with the Offer. 21.3 NEGATIVE PLEDGE (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets. (b) No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms (other than pursuant to securitisation programs of the Company's Group existing on the date hereof and of Target Group existing on the date the Company notifies the Agent that it has the effective control of Target (which date shall not be later than 3 Months following the date on which Target becomes a Subsidiary of the Company) and provided that the cash proceeds thereof is applied toward the mandatory prepayment of the Facilities where required in accordance with Clause 18.10 (Mandatory prepayment and cancellation from Net Cash Proceeds); (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above do not apply to: (i) any Security disclosed in the Original Financial Statements or listed in Schedule 9 (Existing Security) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule; -57- (ii) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements or cash management (including hedging policies made in accordance with sound commercial practices on the basis of the existing Group policies) ; (iii) any lien arising by operation of law and in the ordinary course of trading; (iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if: (A) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and (C) the Security is removed or discharged within 9 Months of the date of acquisition of such asset if not otherwise permitted under this Clause 21.3; (v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, if: (A) the Security was not created in contemplation of the acquisition of that company; (B) the principal amount secured has not increased in contemplation of or since the acquisition of that company; and (C) the Security is removed or discharged within 9 Months of that company becoming a member of the Group if not otherwise permitted under this Clause 21.3; (vi) any Security created in favour of a claimant or defendant in any action of the court or tribunal before whom such action is brought as security for costs or expenses where any member of the Group is actively prosecuting or defending such action by appropriate proceedings in the bona fide interests of the Group; (vii) any Security created pursuant to any order of attachment, distraint, garnishee order, arrestment, adjudication or injunction or interdict restraining disposal of assets or similar legal process arising in connection with court proceedings, provided the same are not, in the opinion of the Majority Lenders, adverse to their interests; -58- (viii) any Security for taxes or assessments that are being actively contested in good faith by appropriate proceedings and for which adequate provisions are being maintained to the extent required by applicable principles; (ix) any Security (a SUBSTITUTE SECURITY) which replaces any other Security permitted pursuant to this Clause and which secures an amount not exceeding the principal amount secured by such permitted Security at the time it is replaced together with any interest accruing on such amounts from the date such Substitute Security is created or arises any fees or expenses incurred in relation thereto provided that the existing Security to be replaced is released and all amounts secured thereby paid or otherwise discharged in full at or prior to the time of such Substitute Security being created or arising; (x) any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under paragraphs (i) to (vii) above) does not exceed EUR 100,000,000 (or its equivalent in another currency or currencies) until the final Original Offer Settlement Date and EUR 250,000,000 (or its equivalent in another currency or currencies) thereafter. 21.4 DISPOSALS (a) No member of the Group may enter into a single transaction or a series of transactions (whether related or not) to sell, lease, transfer or otherwise dispose of any asset (other than current assets), unless: (i) such transaction is made on arms' length for fair consideration (taking into account timing and other constraints which may arise, as the case may be, in relation to disposals required by any anti-trust authority); (ii) the Net Disposal Proceeds resulting from such transaction are applied towards the mandatory prepayment of the Facilities where required pursuant to Clause 8.10 (Mandatory prepayment and cancellation from Net Cash Proceeds). (b) The Company shall not sell, lease, transfer or otherwise dispose of (other than through a licence and for fair consideration) any intellectual property rights generating a significant source of income or likely to generate a significant source of income during the duration of this Agreement to any member of the Group unless such transfer is made in compliance with the general policy of the Group as regards intellectual property rights and the transferee agrees to grant a first demand guarantee up to the maximum amount legally possible (in a form satisfactory to the Lenders and based on the terms and conditions consistent with those of the Guarantee) for the benefit of the Lenders securing all or part of the obligations of the transferor under the Finance Documents. -59- 21.5 ACQUISITION (a) As long as all commitments under Facility A and Facility B have not been entirely cancelled and/or repaid, the Company shall ensure that the aggregate amount in enterprise value of acquisitions and investments in business, shares or other assets made by it or any member of the Group during such period will not exceed EUR 10,000,000,000 provided that neither the Acquisition nor acquisition or investment made within the ordinary course of business shall be taken into account for the purpose of determining whether the above threshold has been met. (b) The Company shall ensure that no acquisition or investments made by it or any other member of the Group will have a Material Adverse Effect. 21.6 MERGER No Obligor shall (and the Company shall ensure that no other member of the Group will) enter into any amalgamation, merger or corporate reconstruction other than under a solvent liquidation or reorganisation involving (i) members of the Group only or (ii) members of the Group and third parties for the purpose of achieving an acquisition authorised pursuant to Clause 21.5 (Acquisition) provided in each case that if any member of the Group involved in any such amalgamation, merger or corporate reconstruction is an Obligor, such Obligor shall be the surviving entity. 21.7 CHANGE OF BUSINESS The Company shall procure that no substantial change is made to the general nature of the business of the Company or the Group from that carried on at the date of this Agreement. 21.8 OFFER (a) The terms (including the price) and conditions of the Increased Offer shall be agreed between the Company and the Original Lenders prior to the Increased Offer Announcement Date. (b) The Company undertakes to carry out the Original Offer in accordance with the terms and conditions agreed with the Lenders and shall not, without the consent of the Majority Lenders, make, or agree to, any waiver or change of any condition precedent or term (including the price) of the Original Offer or take or permit to be taken any step or make any public statement as a result of which the terms (including the price) and/or conditions of the Original Offer are, or may be required to be, waived or changed, provided that no such consent shall be required in relation to any waiver or change of any term and/or condition of the Original Offer (i) relating to the duration of the Original Offer (when filed) and to any extension thereof or (ii) resulting from the withdrawal of the Original Offer decided by the Company. (c) The Company undertakes to file the Increased Offer and the note d'information relating thereto with the AMF as soon as practicable and at the latest 10 Business Days following the date of this Agreement, failing which the Commitments of the Lenders under this Agreement shall be automatically cancelled in accordance with provisions of Clause 8.4 (Mandatory Cancellation). -60- (d) The Company may make an Additional Offer without the prior consent of the Majority Lenders as long as such Additional Offer is made on substantially the same terms and conditions as the Original Offer (save for such changes as are permitted without the prior Lenders' approval or as to which the Lenders have granted their consent pursuant to paragraph (b) above). (e) The Company shall keep the Agent informed at all times of all proposed modifications, of all modifications and of all material developments in relation to the Offer (including where available, the levels of acceptance) and provide promptly, such further information or document as any Finance Party (through the Agent) may reasonably request in relation to the Offer. (f) The Company shall conduct its business during the whole duration of the Original Offer in accordance with its strategy as publicly announced. In addition, during such period, the Company shall not proceed with any distribution of dividends for an amount greater than EUR 1,000,000,000. 21.9 TRANSFER OF NET CASH PROCEEDS Without prejudice to paragraphs (f) to (i) of Clause 8.10 (Mandatory prepayment and cancellation from Net Cash Proceeds), the Company shall (and shall ensure that any member of the Group will) make its best efforts to carry out any transfer of Net Cash Proceeds from any member of the Group to the Company for the purposes of allowing the Company to meet its obligations to proceed with early prepayment pursuant to such Clause 8.10 (Mandatory prepayment and cancellation from Net Cash Proceeds). 21.10 DEBT ISSUE As long as amounts outstanding under Facility A and Facility B have not been reduced to two thirds of the aggregate of the Total Facility A Commitment and the Total Facility B Commitment at the date of this Agreement, no Debt Issue shall be made by any member of the Group other than the Company except where the Net Debt Issue Proceeds arising under such Debt Issue may be applied towards repayment of Facility A and Facility B in accordance with Clause 8.11 (d) (in particular as regards timing) without any delay, prohibition or exemption resulting from Clause 8.11.(e). 21.11 NEW SUBSIDIARIES The undertakings set out in this Clause 21 shall not apply to any transaction, contract or arrangement to which any entity which becomes a member of the Group after the date of this Agreement was a party prior to it becoming a member of the Group (and which was not entered into in contemplation of its becoming a member of the Group) until 180 days after the date on which that entity becomes a member of the Group. 22. EVENTS OF DEFAULT Each of the events or circumstances set out in Clause 22 is an Event of Default. -61- 22.1 NON-PAYMENT An Obligor does not pay on the due date any amount payable pursuant to a Finance Document (except an amount the non-payment of which requires the Borrower to make a prepayment under Clause 8.7 (Mandatory prepayment in relation to a single Lender)) at the place at and in the currency in which it is expressed to be payable unless: (a) its failure to pay is caused by administrative or technical error; and (b) payment is made within 3 Business Days of its due date. 22.2 FINANCIAL COVENANTS Any requirement of Clause 20 (Financial covenants) is not satisfied. 22.3 OTHER OBLIGATIONS (a) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 22.1 (Non-payment) and Clause 22.2 (Financial covenants)). (b) No Event of Default under paragraph (a) above in relation to Clauses 21.1 (Authorisation) to 21.6 (Merger) will occur if the failure to comply is, in the opinion of the Majority Lenders, capable of remedy and is remedied within 15 Business Days of the earlier of (i) the Agent giving notice to the Company or (ii) the Company becoming aware of the failure to comply. 22.4 MISREPRESENTATION Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made. 22.5 CROSS DEFAULT (a) Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period. (b) Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described) except as the case may be (a) where such declaration is being actively contested by the relevant member of the Group in good faith by the taking of appropriate proceedings before the competent courts, (b) the Company has provided to the Agent, within 10 Business Days of such declaration, opinions from two leading international law firms that the relevant member of the Group has good grounds for taking such a position and a certificate stating that the relevant member of the Group has established adequate reserves in respect of such Financial Indebtedness if required under the applicable GAAP and (c) such declaration is waived or dismissed within twelve Months of such declaration. -62- (c) Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described) except as the case may be: (i) (a) where such cancellation or suspension is being actively contested by the relevant member of the Group in good faith by the taking of appropriate proceedings before the competent courts, (b) the Company has provided to the Agent, within 10 days of such declaration, opinions from two leading international law firms that the relevant member of the Group has good grounds for taking such a position and (c) such cancellation or suspension is waived or dismissed within twelve Months of such declaration, or (ii) where such Financial Indebtedness is suspended only as a result of an event of default (however described) which has not yet been declared for the purpose of the cancellation of such Financial Indebtedness and in respect of which the relevant borrower has made a waiver request unless the related Financial Indebtedness is cancelled and/or the relevant waiver is not obtained within 10 Business Days following the occurrence of the related event of default. (d) Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described) except, as long as such event of default has not been declared, where the relevant Borrower has made a waiver request and provided that the relevant waiver is obtained within 10 Business Days following the occurrence of the related event of default. (e) No Event of Default will occur under this Clause 22.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than EUR 200,000,000 (or its equivalent in any other currency or currencies). 22.6 INSOLVENCY (a) A Borrower or any Material Subsidiary is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness. (b) A Borrower or any Material Subsidiary which conducts business in France is in a state of cessation des paiements, or a Borrower or any Material Subsidiary becomes insolvent for the purpose of any insolvency law. (c) A moratorium is declared in respect of any indebtedness of a Borrower or any Material Subsidiary. 22.7 INSOLVENCY PROCEEDINGS (a) Any corporate action, legal proceedings or other procedure or step is taken in relation to: -63- (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of a Borrower or any Material Subsidiary other than a solvent liquidation or reorganisation of any member of the Group which is not an Obligor; (ii) the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group which is not an Obligor), receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of a Borrower or any Material Subsidiary or any of its assets; (iii) enforcement of any Security over any assets of a Borrower or any Material Subsidiary in respect of claim(s) in excess in aggregate of EUR 100,000,000; or (b) any analogous procedure or step is taken in any jurisdiction. (c) A Borrower or any Material Subsidiary commences proceedings for reglement amiable in accordance with articles L.611-3 to L.611-6 of the French Code de Commerce (or any analogous procedure is commenced in any relevant jurisdiction). (d) A judgement for redressement judiciaire, cession totale de l'entreprise or liquidation judiciaire is entered in relation to the Company or any member of the Group under articles L.620-1 to L.628-3 of the French Code de Commerce (or any analogous judgment is rendered in any relevant jurisdiction). 22.8 CREDITORS' PROCESS Any of the enforcement proceedings provided for in French law no.91-650 of 9 July 1991, or any expropriation, attachment, sequestration, distress or execution affects any asset or assets of a member of the Group having an aggregate value of 100,000,000 and, in respect of conservatory proceedings only, is not discharged within 15 Business Days. 22.9 MATERIAL ADVERSE CHANGE A Material Adverse Effect occurs. 22.10 ACCELERATION On and at any time after the occurrence of an Event of Default which is continuing the Agent may without mise en demeure or any other judicial or extra judicial step, and shall if so directed by the Majority Lenders, by notice to the Company but subject to the mandatory provisions of articles L.620-1 to L.628-3 of the French Code de Commerce: (a) cancel the Total Commitments whereupon they shall immediately be cancelled; and/or (b) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be -64- immediately due and payable, whereupon they shall become immediately due and payable. 22.11 NEW SUBSIDIARIES Any event or circumstances which would otherwise constitute an Event of Default and which would exist only in relation to any entity becoming a member of the Group and which only: (a) occurred or existed before the date on which such entity became a member of the Group; or (b) arose as a result of such entity having become a member of the Group will not constitute an Event of Default or entitle the Agent, or entitle the Lenders to instruct the Facility Agent, to make a declaration under Clause 22.10 (Acceleration) unless the event or circumstances continue for a period of 180 days or such shorter period of time as may be provided for under Clause 18.15 (Non-Applicability) after the date on which such company becomes a member of the Group or such event or circumstances recur after the expiry of such period. -65- SECTION 8 CHANGES TO PARTIES 23. CHANGES TO THE LENDERS 23.1 ASSIGNMENTS AND TRANSFERS BY THE LENDERS (a) Subject to this Clause 23, a Lender (the "EXISTING LENDER") may: (i) assign any of its rights; or (ii) transfer any of its rights (including such as relate to that Lender's participation in each Loan) and obligations, to another bank or financial institution (the "NEW LENDER"). (b) The consent of the Finance Parties is hereby given to a transfer by an Existing Lender to a New Lender. 23.2 CONDITIONS OF ASSIGNMENT OR TRANSFER (a) The consent of the Company is required for an assignment or transfer by a Lender, provided that: (i) in the case of an assignment, no consent is required if the assignment is to another Lender or an Affiliate of a Lender or following the occurrence of an Event of Default which is continuing, and (ii) the Company hereby consents to a transfer to another Lender or an Affiliate of a Lender. (b) The consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten Business Days after the Lender has requested it unless consent is expressly refused by the Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) A Lender may assign or transfer all of part of its Commitments in any of the Facilities on a non prorata basis between the Facilities. (e) Any transfer and assignment shall be of a minimum amount of EUR 10,000,000. (f) An assignment will only be effective as among the Finance Parties on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender has become entitled to the same rights and will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender. -66- (g) A transfer will only be effective if the procedure set out in Clause 23.5 (Procedure for transfer) is complied with. (h) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 13 (Tax gross-up and indemnities), Clause 14 (Increased Costs) or Schedule 4 (Mandatory Cost formulae). then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 23.3 ASSIGNMENT OR TRANSFER FEE The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of EUR 1,000. 23.4 LIMITATION OF RESPONSIBILITY OF EXISTING LENDERS (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for: (i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; (ii) the financial condition of any Obligor; (iii) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or (iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded. (b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it: (i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and -67- (ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. (c) Nothing in any Finance Document obliges an Existing Lender to: (i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 23; or (ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise. 23.5 PROCEDURE FOR TRANSFER (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Agreement. (b) By virtue of the execution of a Transfer Agreement, as from the Transfer Date: (i) to the extent that in the Transfer Agreement the Existing Lender seeks to transfer its rights and obligations under the Finance Documents, the Existing Lender shall be discharged to the extent provided for in the Transfer Agreement from further obligations towards each of the Obligors and the other Finance Parties under the Finance Documents; (ii) the rights and obligations of the Existing Lender with respect to the Obligors shall be transferred to the New Lender, to the extent provided for in the Transfer Agreement; (iii) the Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall have the same rights and obligations between themselves as they would have had had the New Lender been an Original Lender with the rights and/or obligations to which it is entitled and subject as a result of the transfer and to that extent the Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "LENDER". 23.6 DISCLOSURE OF INFORMATION Any Lender may disclose to any of its Affiliates and any other person: -68- (a) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement; (b) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or any Obligor; or (c) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation, any information about any Obligor, the Group and the Finance Documents as that Lender shall consider appropriate if, in relation to paragraphs (a) and (b) above, the person to whom the information is to be given has entered into a Confidentiality Undertaking. 24. CHANGES TO THE OBLIGORS 24.1 ASSIGNMENTS AND TRANSFER BY OBLIGORS No Borrower may assign any of its rights or transfer any of its rights or obligations under the Finance Documents. 24.2 ADDITIONAL BORROWERS (a) The Company may request that any of its Subsidiaries (including Target and its Subsidiaries upon their becoming a member of the Group) becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if: (i) the Majority Lenders approve the addition of that Subsidiary and agree with the Company upon a borrowing limit in respect of such Subsidiary unless it is Target; (ii) the Company delivers to the Agent a duly completed and executed Accession Letter; (iii) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; (iv) the Agent has received all of the documents and other evidence listed in Part III of Schedule 2 (Conditions precedent required to be delivered by an Additional Borrower) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent; and (v) the Company has issued a Guarantee in relation to the obligations of that Additional Borrower under this Agreement. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part III of Schedule 2 (Conditions precedent required to be delivered by an Additional Borrower). -69- (c) No more than 7 Subsidiaries shall at any time be party to this Agreement as Additional Borrowers. 24.3 RESIGNATION OF A BORROWER (a) The Company may request that a Borrower (other than the Company) ceases to be a Borrower by delivering to the Agent a Resignation Letter. (b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if: (i) no Default is continuing or would result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case); and (ii) the Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents, whereupon that company shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents. 24.4 REPETITION OF REPRESENTATIONS Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing. -70- SECTION 9 THE FINANCE PARTIES 25. ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS 25.1 APPOINTMENT OF THE AGENT (a) Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents. (b) Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. 25.2 DUTIES OF THE AGENT (a) The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party. (b) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (c) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties. (d) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Mandated Lead Arrangers) under this Agreement it shall promptly notify the other Finance Parties. (e) The Agent's duties under the Finance Documents are solely mechanical and administrative in nature. 25.3 ROLE OF THE MANDATED LEAD ARRANGERS Except as specifically provided in the Finance Documents, the Mandated Lead Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document. 25.4 NO FIDUCIARY DUTIES (a) Nothing in this Agreement constitutes the Agent or the Mandated Lead Arrangers as a trustee or fiduciary of any other person. (b) Neither the Agent nor the Mandated Lead Arrangers shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account. - 71 - 25.5 BUSINESS WITH THE GROUP The Agent and the Mandated Lead Arrangers may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group. 25.6 RIGHTS AND DISCRETIONS OF THE AGENT (a) The Agent may rely on: (i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (iii) any notice or request made by the Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Mandated Lead Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. 25.7 MAJORITY LENDERS' INSTRUCTIONS (a) Unless a contrary indication appears in a Finance Document, the Agent shall exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (b) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. - 72 - (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Agent is not authorised to act on behalf of a Lender in any legal or arbitration proceedings relating to any Finance Document, without having first obtained that Lender's authority to act on its behalf in those proceedings. 25.8 RESPONSIBILITY FOR DOCUMENTATION Neither the Agent nor the Mandated Lead Arrangers: (a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Mandated Lead Arrangers, an Obligor or any other person given in or in connection with any Finance Document or the Information Memorandum; or (b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document. 25.9 EXCLUSION OF LIABILITY (a) Without limiting paragraph (b) below, the Agent will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. (b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause. (c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose. 25.10 LENDERS' INDEMNITY TO THE AGENT Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior - 73 - to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document). 25.11 RESIGNATION OF THE AGENT (a) The Agent may resign and appoint one of its Affiliates acting through an office in France as successor by giving notice to the other Finance Parties and the Company. (b) Alternatively the Agent may resign by giving notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in France). (d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (e) The Agent's resignation notice shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 25. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. 25.12 CONFIDENTIALITY (a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments. (b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it. 25.13 RELATIONSHIP WITH THE LENDERS (a) The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement. - 74 - (b) Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formulae). 25.14 CREDIT APPRAISAL BY THE LENDERS Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Mandated Lead Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to: (a) the financial condition, status and nature of each member of the Group; (b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; (c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and (d) the adequacy, accuracy and/or completeness of the Information Memorandum and any other information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document. 25.15 REFERENCE BANKS If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Company) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank. 25.16 DEDUCTION FROM AMOUNTS PAYABLE BY THE AGENT If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted. - 75 - 26. CONDUCT OF BUSINESS BY THE FINANCE PARTIES No provision of this Agreement will: (a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; (b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or (c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax. 27. SHARING AMONG THE FINANCE PARTIES 27.1 PAYMENTS TO FINANCE PARTIES If a Finance Party (a "RECOVERING FINANCE PARTY") receives or recovers any amount from an Obligor other than in accordance with Clause 28 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then: (a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent; (b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 28 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (c) the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the "SHARING PAYMENT") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 28.5 (Partial payments). 27.2 REDISTRIBUTION OF PAYMENTS The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 28.5 (Partial payments). 27.3 RECOVERING FINANCE PARTY'S RIGHTS (a) On a distribution by the Agent under Clause 27.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution which Finance Parties agree that they will in that connection waive the benefit of Article 1252 of the French Code Civil. (b) If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable. - 76 - 27.4 REVERSAL OF REDISTRIBUTION If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then: (a) each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 27.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and (b) that Recovering Finance Party's rights of subrogation in respect of any reimbursement shall be cancelled and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed. 27.5 EXCEPTIONS (a) This Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor. (b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if: (i) it notified that other Finance Party of the legal or arbitration proceedings; and (ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings. - 77 - SECTION 10 ADMINISTRATION 28. PAYMENT MECHANICS 28.1 PAYMENTS TO THE AGENT (a) On each date on which a Borrower or a Lender is required to make a payment under a Finance Document, that Borrower or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment. (b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in a Participating Member State or London) with such bank as the Agent specifies. 28.2 DISTRIBUTIONS BY THE AGENT Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 28.3 (Distributions to an Obligor) and Clause 28.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days' notice with a bank in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London). 28.3 DISTRIBUTIONS TO AN OBLIGOR The Agent may (with the consent of the Borrower or in accordance with Clause 29 (Set-off)) apply any amount received by it for that Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied. 28.4 CLAWBACK (a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum. (b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds. - 78 - 28.5 PARTIAL PAYMENTS (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order: (i) FIRST, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documents; (ii) SECONDLY, in or towards payment pro rata of any accrued interest or commission due but unpaid under this Agreement; (iii) THIRDLY, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) FOURTHLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor. 28.6 NO SET-OFF BY BORROWERS All payments to be made by a Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. 28.7 BUSINESS DAYS (a) Any payment (other than an Acquisition Payment) which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). (b) During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date. 28.8 CURRENCY OF ACCOUNT (a) Subject to paragraphs (b) to (e) below, the Base Currency is the currency of account and payment for any sum due from a Borrower under any Finance Document. (b) A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sum is denominated on its due date. (c) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued. - 79 - (d) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred. (e) Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency. 28.9 CHANGE OF CURRENCY (a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then: (i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Company); and (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably). (b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency. 29. SET-OFF A Finance Party may set off any matured obligation due from a Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. 30. NOTICES 30.1 COMMUNICATIONS IN WRITING Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, letter or telex. 30.2 ADDRESSES The address, fax number and telex number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is: (a) in the case of the Company, that identified with its name below; - 80 - (b) in the case of each Lender or the Company, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and (c) in the case of the Agent, that identified with its name below, or any substitute address, fax number, telex number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days' notice. 30.3 DELIVERY (a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective: (i) if by way of fax, when received in legible form; or (ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address; or (iii) if by way of telex, when despatched, but only if, at the time of transmission, the correct answerback appears at the start and at the end of the sender's copy of the notice; and, if a particular department or officer is specified as part of its address details provided under Clause 30.2 (Addresses), if addressed to that department or officer. (b) Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent's signature below (or any substitute department or officer as the Agent shall specify for this purpose). (c) All notices from or to an Obligor shall be sent through the Agent. (d) Any communication or document made or delivered to the Company in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors. 30.4 NOTIFICATION OF ADDRESS, FAX NUMBER AND TELEX NUMBER Promptly upon receipt of notification of an address, fax number and telex number or change of address, fax number or telex number pursuant to Clause 30.2 (Addresses) or changing its own address, fax number or telex number, the Agent shall notify the other Parties. 30.5 ELECTRONIC COMMUNICATION (a) Any communication to be made between the Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent and the relevant Lender: (i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication; - 81 - (ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and (iii) notify each other of any change to their address or any other such information supplied by them. (b) Any electronic communication made between the Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose. 30.6 LANGUAGE (a) Any notice given under or in connection with any Finance Document must be in English. (b) All other documents provided under or in connection with any Finance Document must be in English or in French (if not available in English). 31. CALCULATIONS AND CERTIFICATES 31.1 ACCOUNTS In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate. 31.2 CERTIFICATES AND DETERMINATIONS Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates. 31.3 DAY COUNT CONVENTION Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice. 32. PARTIAL INVALIDITY If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. 33. REMEDIES AND WAIVERS No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies - 82 - provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. 34. CONFIDENTIALITY 34.1 CONFIDENTIALITY UNDERTAKING Each of the Finance Parties undertakes to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by Clause 34.2, to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information, and to use the Confidential Information solely for the purposes of this Agreement. 34.2 PERMITTED DISCLOSURE The Company acknowledges and agrees that the Finance Parties (or any of them) may disclose Confidential Information: (a) to their affiliates and their officers, directors, employees and professional advisers to the extent strictly necessary for the purposes of this Agreement and to any auditors of any such affiliate and provided in each case that such person shall agree to be bound by the same confidentiality undertaking as set out in Clause 34.1 (to the extent that they do not have a duty of confidentiality by their status or otherwise); (b) (i) where requested or required by any court of competent jurisdiction, any arbitration or other legal proceedings or any competent judicial, governmental, supervisory or regulatory body, (ii) where required by the rules of any stock exchange on which its or the shares or other securities of any affiliate or of the Company or Target are listed or (iii) where required by the laws or regulations of any country with jurisdiction over its or the affairs of any affiliate or over the affair of the Company or Target; (c) to any prospective lender or assignee which acknowledges in written form and accepts to be bound by the provisions of this Clause 34 and which undertakes to use the Confidential Information only for considering and evaluating whether to enter into the Facility; or (d) with the prior written consent of the Company. 34.3 NOTIFICATION OF REQUIRED DISCLOSURE Each of the Finance Parties agrees (to the extent permitted by law other than disclosed to any regulatory body made in the normal course of such regulatory body's supervisory function) to inform the Company of any disclosure under Clause 34.2(b). 34.4 INSIDER DEALING Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation relating to insider dealing and undertakes not to use any Confidential Information for any unlawful purpose. - 83 - 34.5 DURATION The confidentiality undertaking of the Finance Parties hereunder shall expire in respect of each Confidential Information twelve Months after it is first delivered to the Finance Parties hereunder. 35. AMENDMENTS AND WAIVERS 35.1 REQUIRED CONSENTS (a) Subject to Clause 35.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Obligors and any such amendment or waiver will be binding on all Parties. (b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause. 35.2 EXCEPTIONS (a) An amendment or waiver that has the effect of changing or which relates to: (i) the definition of "Majority Lenders" in Clause 1.1 (Definitions); (ii) an extension to the date of payment of any amount under the Finance Documents; (iii) a reduction in any Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (iv) an increase in or an extension of any Commitment; (v) a change to the Borrowers or Guarantors other than in accordance with Clause 24 (Changes to the Obligors); (vi) any provision which expressly requires the consent of all the Lenders; (vii) Clause 2.2 (Finance Parties' rights and obligations), Clause 23 (Changes to the Lenders) or this Clause 35; or (viii) Clause 8.4 (Mandatory Cancellation) and Clause 8.10 (Mandatory prepayment and cancellation from Net Cash Proceeds), shall not be made without the prior consent of all the Lenders. (b) An amendment or waiver which relates to the rights or obligations of the Agent or the Mandated Lead Arrangers may not be effected without the consent of the Agent or the Mandated Lead Arrangers. - 84 - SECTION 11 GOVERNING LAW AND ENFORCEMENT 36. GOVERNING LAW This Agreement is governed by French law. 37. ENFORCEMENT - JURISDICTION OF FRENCH COURTS 37.1 The Tribunal de Commerce de Paris has exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a "Dispute"). 37.2 Clause 37.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions. 38. ELECTION OF DOMICILE Without prejudice to any other mode of service allowed under any relevant law, each Additional Borrower irrevocably elects domicile at the corporate seat (siege social) of the Company in Paris for the purpose of serving any judicial or extra-judicial documents in relation to any action or proceedings referred to above. THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS AGREEMENT. - 85 - SCHEDULE 1 THE ORIGINAL PARTIES PART I THE ORIGINAL OBLIGOR Name of the Borrower Registration number SANOFI-SYNTHELABO SA 395 030 844 RCS Paris - 86 - PART II THE ORIGINAL LENDERS

- 87 - SCHEDULE 2 CONDITIONS PRECEDENT PART I CONDITIONS PRECEDENT TO SIGNING 1. CORPORATE DOCUMENTATION (a) A K-bis extract for the Company, not more than one Month old prior to the date of signing. (b) A certified copy of the constitutive documents (statuts) of the Company. (c) Evidence that the person(s) who has signed the Finance Documents on behalf of the Company was duly authorised so to sign. (d) A copy of a resolution of the board of directors of the Company approving the terms of the Finance Documents to which the Company is a party and authorising a specified person or persons, on its behalf, to execute those Finance Documents. (e) A specimen of the signature of each person referred to in paragraph (c) above and of each person authorised by the resolution referred to in paragraph (d) above. (f) A certificate of an authorised signatory of the Company certifying that each copy document relating to it specified in this Part I of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 2. LEGAL OPINION (a) A legal opinion of Linklaters, legal advisers to the Company in France, as to due authorisation and due authority substantially in the form distributed to the Original Lenders prior to signing this Agreement. 3. OTHER DOCUMENTS AND EVIDENCE (a) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (b) The Original Financial Statements of the Company. (c) Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 12 (Fees) and Clause 17 (Costs and expenses) have been paid or will be paid by the first Utilisation Date. (d) A copy of an irrevocable notice of cancellation of all the lenders' commitments under the EUR 12,000,000,000 facility agreement dated 25 January 2004 and entered into by the Company and BNP Paribas and Merrill - 88 - Lynch Credit Products as Mandated Lead Arrangers and Original Lenders sent to the agent thereunder, such notice being dated and having effect on the date of this Agreement. - 89 - PART II CONDITIONS PRECEDENT TO UTILISATION ON THE SETTLEMENT DATES 1. CONDITIONS PRECEDENT TO UTILISATION ON EACH ORIGINAL OFFER SETTLEMENT DATE (a) A copy of the press release from the Company dated on or about the Announcement Date announcing the Original Offer, a copy of the press release from the Company announcing the Increased Offer, substantially in the form agreed by the Lenders before signing together with any press release, if any, announcing amendments to the Original Offer (such press release to be substantially in the form previously agreed by the Lenders where such agreement is required pursuant Clause 21.8 (Offer)); (b) a copy of the note d'information filed by the Company with the AMF on the Announcement Date in connection with the Original Offer, a copy of the note d'information filed by the Company with the AMF on the Increased Offer Announcement Date in connection with the Increased Offer together with any other note d'information, if any, filed by the Company with the AMF in connection with the Original Offer; (c) a copy of a resolution of the meeting of the shareholders of the Company approving the issue of the Company's Consideration Shares; (d) a copy of a resolution of the board of directors deciding the issue of the Company's Consideration Shares; (e) a certificate from the directeur general of the Company confirming that the Company has complied with its obligations relating to the Original Offer; (f) a certificate from the directeur general of the Company confirming that all the conditions to the Original Offer have been met; (g) a copy of the Original Offer Result Notice indicating that the Original Offer has been successful; (h) evidence (in the form of the notice referred to in paragraph 3(d) of Part I of Schedule 2 (Conditions precedent to signing)) that all commitments under the EUR 12,000,000,000 facility agreement dated 25 January 2004 and entered into, inter alia by the Company and the Mandated Lead Arrangers have been cancelled. 2. CONDITIONS PRECEDENT TO UTILISATION ON EACH ADDITIONAL OFFER SETTLEMENT DATE (IF ANY) (a) A copy of the press release from the Company announcing the Additional Offer; (b) a copy, as the case may be, of any note d'information filed by the Company with the AMF in connection with the Additional Offer; - 90 - (c) a copy of a resolution of the board of directors or, as applicable, of a decision of the chairman of the board of directors deciding the issue of the Company's Consideration Shares relating to the Additional Offer; (d) a certificate from the directeur general of the Company confirming that the Company has complied with its obligations relating to the Additional Offer; (e) a copy of the Additional Offer Result Notice. 3. CONDITIONS PRECEDENT TO UTILISATION ON EACH SQUEEZE-OUT OFFER SETTLEMENT DATE (IF ANY) (a) A copy of the press release from the Company announcing the Squeeze-Out Offer; (b) a copy, as the case may be, of any notice filed by the Company with the AMF in connection with the Squeeze-Out Offer; (c) a certificate from the directeur general of the Company confirming that the Company has complied with its obligations relating to the Squeeze-Out Offer; (d) a copy of Squeeze-Out Offer result notice. - 91 - PART III CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED IN RESPECT OF AN ADDITIONAL BORROWER 1. An Accession Letter, duly executed by that Additional Borrower and the Company. 2. A K-bis extract (or the equivalent thereof) for the Additional Borrower not more than one Month old. 3. A copy of the constitutional documents of the Additional Borrower. 4. Evidence that the person(s) who has signed the Accession Letter on behalf of that Additional Borrower and the Company was duly authorised so to sign. 5. A copy of a resolution of the board of directors of the Company taken in accordance with article L.225-35 of the French Code de Commerce approving the terms of the Guarantee granted by it, and authorising a specified person or persons on its behalf, to execute that Guarantee. 6. A specimen of the signature of each person referred to in paragraph 4 above and of each person authorised by the resolution referred to in paragraph 5 above. 7. A certificate of an authorised signatory of the Additional Borrower certifying that each copy document listed in this Part III of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter or, as the case may be, the Guarantee. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or, as the case may be, the Guarantee or for the validity and enforceability of any Finance Document. 9. A copy of the Original Financial Statements of the Additional Borrower. 10. A copy of the Guarantee in respect of the Additional Borrower duly executed by the Guarantor. 11. A legal opinion of Linklaters, legal advisers to the Company, as to due authorisation and due authority of the Company in respect of the Accession Letter and the Guarantee and of the Additional Borrower in respect of the Accession Letter in a form reasonably satisfactory to the Agent. - 92 - SCHEDULE 3 REQUESTS PART I UTILISATION REQUEST - 93 - A - UTILISATION REQUEST IN RELATION TO AN ACQUISITION LOAN From: [Presenting Bank] To: [Agent] Dated: Dear Sirs SANOFI-SYNTHELABO - EUR 16,000,000,000 FACILITY AGREEMENT DATED [ ] (THE "AGREEMENT") 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. This Utilisation Request is delivered by ourselves in our capacity of Presenting Bank in accordance with the provisions of Clause 5.4 of the Agreement (Utilisation Request by the Presenting Bank) for the purpose of financing an Acquisition Payment. 3. We wish to utilise a Loan on the following terms: Proposed Utilisation Date: [relevant Settlement Date] Facility to be utilised: [Facility A]/[Facility B]/[Facility C] Currency of Loan: EUR Amount: [ ] or, if less, the Available Facility Interest Period: [ ] 4. This Utilisation Request constitutes a confirmation by the Company that each condition specified in [Clause 4.2(a)/Clause 4.2(b)/Clause 4.2(c)/Clause 4.3(b)/Clause 4.3(c)/Clause 4.3(d)] is satisfied on the date of this Utilisation Request. 5. The proceeds of this Loan should be credited to [Settlement Account]. 6. This Utilisation Request is irrevocable. Yours faithfully ....................................... authorised signatory for [name of the Presenting Bank] - 94 - B- UTILISATION REQUEST FOR OTHER LOANS THAN ACQUISITION LOANS From: [Borrower] To: [Agent] Dated: Dear Sirs SANOFI-SYNTHELABO - EUR 16,000,000,000 FACILITY AGREEMENT DATED [ ] (THE "AGREEMENT") 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Facility to be utilised: Facility C Currency of Loan: [ ] Amount: [ ] or, if less, the Available Facility Interest Period: [ ] 3. We confirm that each condition specified in Clause 4.4 (Conditions precedent to Utilisation under Facility C for other purposes than financing an Acquisition Payment) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. This Utilisation Request is irrevocable. Yours faithfully ....................................... authorised signatory for [name of relevant Borrower] - 95 - PART II SELECTION NOTICE From: [Borrower] To: [Agent] Dated: Dear Sirs SANOFI-SYNTHELABO - EUR 16,000,000,000 FACILITY AGREEMENT DATED [ ] (THE " AGREEMENT") 1. We refer to the Agreement. This is the Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice. 2. We request that Interest Periods under Facility A Loans have a duration of [2/3/6] months as from the next Interest Period beginning immediately after the date of this Selection Notice until the Facility A Final Maturity Date. 3. We request that Interest Periods under Facility B Loans have a duration of [2/3/6] months as from the next Interest Period beginning immediately after the date of this Selection Notice until the Facility B Final Maturity Date. 4. This Selection Notice is irrevocable. Yours faithfully ..................................... authorised signatory for the Company - 96 - SCHEDULE 4 MANDATORY COST FORMULAE 1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank. Mandatory Costs will be charged only if and to the extent that the applicable Lender certifies that such costs are effectively and commonly charged by that Lender to the vast majority of its customers in connection with facilities of similar size to the Facility. 2. On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the ADDITIONAL COST RATE) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders' Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum. 3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender's participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office. 4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent as follows: (a) in relation to a sterling Loan: AB+C(B-D)+E x 0.01 ------------------ per cent. per annum 100-(A+C) (b) in relation to a Loan in any currency other than sterling: E x 0.01 -------- per cent. per annum 300 Where: A is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements. B is the percentage rate of interest (excluding the Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in paragraph (a) of clause 9.7 (Default interest)) payable for the relevant Interest Period on the Loan. - 97 - C is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England. D is the percentage rate per annum payable by the Bank of England to the Agent on interest bearing Special Deposits. E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Agent pursuant to paragraph 7 and expressed in pounds per L1,000,000. 5. For the purposes of this Schedule: (a) ELIGIBLE LIABILITIES and SPECIAL DEPOSITS have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England; (b) FEES RULES means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits; (c) FEE TARIFFS means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and (d) TARIFF BASE has the meaning given to it in, and will be calculated in accordance with, the Fees Rules. 6. In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places. 7. If requested by the Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per L1,000,000 of the Tariff Base of that Reference Bank. 8. Each Lender shall supply any information required by the Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender: (a) the jurisdiction of its Facility Office; and (b) any other information that the Agent may reasonably require for such purpose. - 98 - Each Lender shall promptly notify the Agent of any change to the information provided by it pursuant to this paragraph. 9. The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 and on the assumption that, unless a Lender notifies the Agent to the contrary, each Lender's obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office. 10. The Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 is true and correct in all respects. 11. The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8. 12. Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties. 13. The Agent may from time to time, after consultation with the Company and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties. - 99 - SCHEDULE 5 FORM OF TRANSFER AGREEMENT This Transfer Agreement is made on [ ] BETWEEN: (1) [ ] (the "EXISTING LENDER") AND: (2) [ ] (the "NEW LENDER") WHEREAS: (A) The Existing Lender has entered into a euro term loan facility in an aggregate amount equal to [...] (figures and letters), a euro term loan facility in an aggregate amount equal to [...] (figures and letters) and a multicurrency revolving loan facility in an aggregate amount equal to [...] (figures and letters) under a facility agreement dated [...] April 2004, between the Company, the Financial Institutions listed in Part II of Schedule 1 to that Facility Agreement, BNP Paribas and Merrill Lynch Credit Products acting as Mandated Lead Arrangers, and BNP Paribas acting as Agent of the Lenders (the "Facility Agreement"). [The Additional Borrowers listed in Schedule 1 attached to this Transfer Agreement have become "Additional Borrowers" in accordance with clause 24.2 of the Facility Agreement (Additional Borrowers).] (B) The Existing Lender wishes to transfer and the New Lender wishes to acquire [all] [the part specified in Schedule 2 of this Transfer Agreement] of the Existing Lender's Commitment, rights and obligations referred to in Schedule 2 to this Transfer Agreement. (C) Terms defined in the Facility Agreement have the same meaning when used in this Transfer Agreement. IT IS AGREED AS FOLLOWS: 1. The Existing Lender and the New Lender agree to the transfer (cession) of [all] [the part specified in Schedule 2 of this Transfer Agreement] of the Existing Lender's Commitment, rights and obligations referred to in Schedule 2 to this Transfer - 100 - Agreement in accordance with Clause 23.5 of the Facility Agreement (Procedure for transfer).(a) 2. The proposed Transfer Date is [...]. 3. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 30.2 (Addresses) are set out in Schedule 2 of this Transfer Agreement. 4. The New Lender acknowledges the limitations on the Existing Lender's liabilities set out in paragraph (c) of Clause 23.4 (Limitation of responsibility of Existing Lenders) of the Facility Agreement. 5. The New Lender confirms to the other Finance Parties represented by the Agent that it will assume the same obligations to those Parties as it would have been under if it was an Original Lender 6. This Transfer Agreement is governed by French law. The Tribunal of Commerce of Paris shall have jurisdiction in relation to any dispute concerning it. SCHEDULE 1 NAME OF ADDITIONAL BORROWERS SCHEDULE 2 COMMITMENT/RIGHTS AND OBLIGATIONS TO BE TRANSFERRED [insert relevant details] [Facility Office address, fax number and attention details for notices and account details for payments] [Existing Lender] [New Lender] By: By: This Transfer Agreement is accepted by the Agent and the Transfer Date is confirmed as [ ]. [Agent] By: - -------------------------------------------------------------------------------- (a) The New Lender may, in the case of a transfer of rights by the Existing Lender under this Transfer Agreement, if it considers it necessary to make the transfer effective as against third parties, arrange for it to be notified by way of signification to the Obligors in accordance with article 1690 of the French Code Civil. - 101 - SCHEDULE 6 FORM OF ACCESSION LETTER To: [ ] as Agent From: [Subsidiary] and [Company] Dated: Dear Sirs SANOFI-SYNTHELABO - EUR 16,000,000,000 FACILITY AGREEMENT DATED [ ] APRIL 2004 (THE "FACILITY AGREEMENT") 1. We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter. 2. [Subsidiary] agrees to become an Additional Borrower and to be bound by the terms of the Facility Agreement as an Additional Borrower pursuant to Clause 24.2 (Additional Borrowers) of the Agreement. [Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction]. 3. [Subsidiary's] administrative details are as follows: Address: Fax No: Attention: 4. This Accession Letter is governed by French law. [Company] [Subsidiary] Accepted by the Agent - 102 - SCHEDULE 7 FORM OF RESIGNATION LETTER To: [ ] as Agent From: [resigning Obligor] and [Company] Dated: Dear Sirs SANOFI-SYNTHELABO - EUR 16,000,000,000 FACILITY AGREEMENT DATED [ ] APRIL 2004 (THE "FACILITY AGREEMENT") 1. We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter. 2. Pursuant to Clause 24.3 (Resignation of a Borrower), we request that [resigning Borrower] be released from its obligations as a Borrower under the relevant Finance Document. 3. We confirm that: (a) no Default is continuing or would result from the acceptance of this request; and (b) no amounts remains due by the [resigning Obligor] under any Finance Documents. * 4. This Resignation Letter is governed by French law. [Company] [Subsidiary] By: By: - -------------------------------------------------------------------------------- * Insert any other conditions required by the Agreement. - 103 - SCHEDULE 8 FORM OF COMPLIANCE CERTIFICATE To: BNP Paribas as Agent From: The Company Dated: Dear Sirs, SANOFI-SYNTHELABO - EUR 16,000,000,000 FACILITY AGREEMENT DATED [ ] APRIL 2004 (THE "FACILITY AGREEMENT") 1. We refer to the Facility Agreement. This is a Compliance Certificate as such term is defined in the Facility Agreement. Terms defined in this Compliance Certificate shall have the meanings ascribed to them in the Facility Agreement unless given a different meaning in this Compliance Certificate. 2. We confirm that: [Insert details of covenants to be certified] 3. [We confirm that no Default is continuing.]* Signed: ... .................. Chief Financial Officer or Chief Executive Officer of Sanofi-Synthelabo - -------------------------------------------------------------------------------- * If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it. - 104 - SCHEDULE 9 EXISTING SECURITY NONE - 105 - SCHEDULE 10 FORM OF CONFIDENTIALITY UNDERTAKING [LETTERHEAD OF SELLER/SELLER'S AGENT/BROKER] To: [insert name of Potential Purchaser/Purchaser's agent/broker] Re: THE AGREEMENT BORROWER: SANOFI-SYNTHELABO DATE: [ ] AMOUNT: EUR 16,000,000,0000 AGENT: BNP PARIBAS Dear Sirs, We understand that you are considering [acquiring] /[arranging the acquisition of] an interest in the Facility Agreement (the "ACQUISITION"). In consideration of us agreeing to make available to you certain information, by your signature of a copy of this letter you agree as follows: 1. Confidentiality Undertaking You undertake (a) to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 below and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information, (b) to use the Confidential Information only for the Permitted Purpose, (c) to use all reasonable endeavours to ensure that any person to whom you pass any Confidential Information (unless disclosed under paragraph 2[(c)/(d)] below) acknowledges and complies with the provisions of this letter as if that person were also a party to it, and (d) not to make enquiries of any member of the Group or any of their officers, directors, employees or professional advisers relating directly or indirectly to the Acquisition. 2. Permitted Disclosure We agree that you may disclose Confidential Information: (a) to members of the Purchaser Group and their officers, directors, employees and professional advisers to the extent necessary for the Permitted Purpose and to any auditors of members of the Purchaser Group; - 106 - [(b) subject to the requirements of the Agreement, in accordance with the Permitted Purpose so long as any prospective purchaser has delivered a letter to you in equivalent form to this letter;] [(b/c)](c) subject to the requirements of the Agreement, to any person to (or through) whom you assign or transfer (or may potentially assign or transfer) all or any of the rights, benefits and obligations which you may acquire under the Agreement or with (or through) whom you enter into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Agreement or the Borrowers or any member of the Group so long as that person has delivered a letter to you in equivalent form to this letter; and [(c/d)](c) (i) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, (ii) where required by the rules of any stock exchange on which the shares or other securities of any member of the Purchaser Group are listed or (iii) where required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Purchaser Group. 3. Notification of Required or Unauthorised Disclosure You agree (to the extent permitted by law) to inform us of the full circumstances of any disclosure under paragraph 2[(c)/(d)](c) or upon becoming aware that Confidential Information has been disclosed in breach of this letter. 4. Return of Copies If we so request in writing, you shall return all Confidential Information supplied to you by us and destroy or permanently erase all copies of Confidential Information made by you and use all reasonable endeavours to ensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases such Confidential Information and any copies made by them, in each case save to the extent that you or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under paragraph 2[(c)/(d)](c) above. 5. Continuing Obligations The obligations in this letter are continuing and, in particular, shall survive the termination of any discussions or negotiations between you and us. Notwithstanding the previous sentence, the obligations in this letter shall cease (a) if you become a party to or otherwise acquire (by assignment or sub-participation) an interest, direct or indirect, in the Agreement or (b) twelve months after you have returned all Confidential Information supplied to you by us and destroyed or permanently erased all copies of Confidential Information made by you (other than any such Confidential Information or copies which have been disclosed under paragraph 2 above (other than sub-paragraph 2(a)) or which, pursuant to paragraph 4 above, are not required to be returned or destroyed). 6. No Representation, Consequences of Breach, etc. You acknowledge and agree that: (a) neither we, [nor our principal] nor any member of the Group nor any of our or their respective officers, employees or advisers (each a "RELEVANT PERSON") (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by us - 107 - or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by us or be otherwise liable to you or any other person in respect to the Confidential Information or any such information; and (b) we [or our principal](d) or members of the Group may be irreparably harmed by the breach of the terms hereof and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by you. 7. No Waiver; Amendments, etc. This letter sets out the full extent of your obligations of confidentiality owed to us in relation to the information subject of this letter. No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privileges hereunder. The terms of this letter and your obligations hereunder may only be amended or modified by written agreement between us. 8. Inside Information You acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation relating to insider dealing and you undertake not to use any Confidential Information for any unlawful purpose. 9. Nature of Undertakings The undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of [our principal,](d) the Borrowers and each other member of the Group. 10. Third party rights (a) Subject to paragraph 6 and paragraph 9 the terms of this letter may be enforced and relied upon only by you and us. (b) Notwithstanding any provisions of this letter, the parties to this letter do not require the consent of any Relevant Person or any member of the Group to rescind or vary this letter at any time. 11. Governing Law and Jurisdiction This letter (including the agreement constituted by your acknowledgement of its terms) shall be governed by and construed in accordance with the laws of France and the parties submit to the non-exclusive jurisdiction of the French courts. 12. Definitions In this letter (including the acknowledgement set out below) terms defined in the Agreement shall, unless the context otherwise requires, have the same meaning and: "CONFIDENTIAL INFORMATION" means any information relating to either Borrower, the Group, the Facility Agreement and/or the Acquisition provided to you by us or any of our affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that (a) is or becomes public knowledge other than as a direct or indirect result of any breach of this letter or (b) is known by you before the date the - 108 - information is disclosed to you by us or any of our affiliates or advisers or is lawfully obtained by you thereafter, other than from a source which is connected with the Group and which, in either case, as far as you are aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality; "GROUP" means Borrower and each of its holding companies and subsidiaries and each subsidiary of each of its holding companies; "PERMITTED PURPOSE" means [subject to the terms of this letter, passing on information to a prospective purchaser for the purpose of](b) considering and evaluating whether to enter into the Acquisition; and "PURCHASER GROUP" means you, each of your holding companies and subsidiaries and each subsidiary of each of your holding companies. Please acknowledge your agreement to the above by signing and returning the enclosed copy. Yours faithfully ................................... For and on behalf of [Seller/Seller's agent/broker] To: [Seller] [Seller's agent/broker] The Borrower and each other member of the Group We acknowledge and agree to the above: ................................... For and on behalf of [Potential Purchaser/Purchaser's agent/broker] - 109 - SCHEDULE 11 TIMETABLES

- 110 - SCHEDULE 12 FORM OF GUARANTEE FIRST DEMAND GUARANTEE (GARANTIE A PREMIERE DEMANDE) BETWEEN: (1) SANOFI-SYNTHELABO, a French company whose registered office is at 174 avenue de France, 75013 Paris, registered under identification number 395 030 844 RCS Paris, and represented by [ ], duly authorised for the purposes hereof, (hereinafter, the GUARANTOR) (2) BNP PARIBAS, a French company whose registered office is at 16 boulevard des Italiens, 75009 Paris, registered under identification number 662 042 449 RCS Paris, acting as agent for the account and on behalf of the Lenders (as defined below), and represented by [ ], duly authorised for the purposes hereof, (hereinafter, the AGENT) WHEREAS: (A) On [ ] April 2004, the Guarantor has entered into a EUR 16,000,000,000 facility agreement (the FACILITY AGREEMENT) with inter alia BNP Paribas and Merrill Lynch Credit Products as mandated lead arrangers, underwriters and joint-book runners, BNP Paribas and Merrill Lynch Credit Products as original lenders and BNP Paribas as agent. (B) Pursuant to an accession letter entered into on the date hereof between the Additional Borrower (as defined below), the Guarantor and the Agent (the ACCESSION LETTER), the Additional Borrower has acceded to the Facility Agreement and is therefore entitled to borrow up to a maximum amount of EUR [ ] (or its equivalent in certain other currencies) under the Facility Agreement. (C) The accession of the Additional Borrower has been made on the condition that the Guarantor enters into this guarantee undertaking (the GUARANTEE) upon the following terms and conditions. IT IS HEREBY AGREED AS FOLLOWS: 1. DEFINITIONS In this Guarantee except to the extent that the context requires otherwise: ADDITIONAL BORROWER means [name and description of the relevant Additional Borrower]; LENDER means any financial institution which is a lender from time to time under the Facility Agreement (whether originally or following a transfer or an assignment made in accordance with the provisions of the Facility Agreement). - 111 - 2. GUARANTEE (a) The Guarantor irrevocably undertakes in favour of the Agent (for the benefit of the Lenders) to pay to it, upon first demand and in accordance with the terms and conditions set out below, any sums up to EUR [ ](b) (or the equivalent thereof in any other currency) as claimed under the notice referred to below. (b) The amounts referred to above shall be payable by the Guarantor to the Agent upon first demand from the Agent and such demand shall be made by way of a written notice sent to the Guarantor in the form set out in the Schedule hereto. The Guarantor shall pay such amounts to the Agent within 3 business days following receipt of the aforementioned notice. (c) The Agent shall be entitled to make a single or several calls to the Guarantor under this Guarantee, subject to not exceeding the overall maximum amount as provided in Clause 2.(a). (d) This Guarantee constitutes an independent, irrevocable and unconditional undertaking (garantie autonome a premiere demande) by the Guarantor, who expressly waives the right to rely on any exception whatsoever, arising out of the relations between the Agent and/or the Lenders and the Additional Borrower, for the purpose of deferring or releasing itself from the performance of its obligations under this Guarantee. 3. NO IMPAIRMENT As a result of the independent nature of this Guarantee, the Guarantor's obligations hereunder shall in no way be altered, cancelled, reduced or deferred, and the Guarantor shall not be released from performing such obligations, by any of, but not limited to, the following events: (a) The nullity, termination, cancellation or expiry of the Facility Agreement or any of its provisions; (b) any extension or renewal of the Facility Agreement, or any amendment to any of its provisions, or (c) any delay in exercising, failure to exercise or waiving by the Agent and/or the Lenders of any right or means of recourse available to each of them under the terms of the Facility Agreement. 4. SUBROGATION/SUBORDINATION (a) Upon payment of any amounts to the Agent under this Guarantee, the Guarantor may, at its request, be subrogated up to the relevant amount paid (and subject to the terms of Clause 4.(b) below), at its expense and at its own risk, in the rights of the Lenders as against the Additional Borrower pursuant to the Facility Agreement. (b) All rights of, and/or means of recourse available to, the Guarantor as against the Additional Borrower as a result of the subrogation described in Clause 4.(a), or under its direct rights (if any) against the Additional Borrower, shall be subordinated to the Lenders' rights against the Additional Borrower arising under the Facility Agreement and shall be deferred until such time as each Lender confirms that it has - -------------------------------------------------------------------------------- (b) Being 115% of the maximum amount referred to in Whereas (B). - 2 - received all sums payable to it by the Additional Borrower and the Additional Borrower has ceased to be an Additional Borrower under the Facility Agreement. (c) The Guarantor undertakes to collect, upon request from the Agent and to the extent necessary to pay any amounts claimed under this Guarantee and in order to give full effect to the terms contained in Clause 4.(b), all amounts (or a portion thereof) payable to the Guarantor by the Additional Borrower and to repay all or a portion of such collected amounts to the Agent. 5. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR (a) The Guarantor represents and warrants to the Agent that: (i) As from the date on which the Guarantor acquires control over the Additional Borrower, it will be fully aware of the prospects and condition of the Additional Borrower's finances and assets; (ii) It is a corporation, duly incorporated and validly existing under the laws of France and it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of the Guarantee and the transactions contemplated by the Guarantee (including the authorisation by its board of directors in accordance with article L.225-35 of the French Code de Commerce).; (iii) Subject to Clause 18.15 of the Facility Agreement (Non Applicability), delivery of the Accession Letter constitutes confirmation by the Guarantor that the Repeating Representations (as defined under the Facility Agreement) are true and correct in relation to the Additional Borrower as at the date of delivery as if made by reference to the facts and circumstances then existing. (b) Each of the aforementioned representations and warranties shall remain in force and shall continue to be effective from the date of execution of this Guarantee until the complete payment or discharge of all amounts payable under this Guarantee. 6. FURTHER UNDERTAKINGS OF THE GUARANTOR For the duration of this Guarantee and until all sums payable under this Guarantee have been paid and all other obligations on the Guarantor under this Guarantee have been satisfied, the Guarantor undertakes: (a) to hold (directly or indirectly) at least 50.01% of the capital and voting rights in the Additional Borrower (a "CONTROLLING STAKE") for so long as there are loans outstanding under the Facility Agreement to the Additional Borrower and unless such loans are repaid in full on or prior to the date on which the Guarantor ceases to hold directly or indirectly a Controlling Stake; (b) to provide the Agent with any additional information or estimates which the Agent may reasonably require from time to time in accordance with Clause 19.4 of the Facility Agreement. 7. TAX If, for any reason, the Guarantor has to deduct, withhold or levy any amount from the sums payable by it under this Guarantee, such sums shall to the extent permitted - 3 - by French Law be increased by the amount necessary to ensure that each Lender receives, after any such deduction, withholding or other levy, a net amount equal to that which it would have received if no such deduction, withholding or levy had been made. 8. TERM - NOTICES (a) This Guarantee shall terminate on 30 June 2009 or on such earlier date as the Agent (acting on the instructions of the Lenders) may specify in a notice of release. Any calls received after such date shall be inoperative. (b) Any communication to be made under or in connection with this Guarantee shall be made in writing and, unless otherwise stated, may be made by fax, letter or telex. (c) The address, fax number and telex number (and the department or officer, if any, for whose attention the communication is to be made) of each party for any communication or document to be made or delivered under or in connection with the Guarantee is: (i) in the case of the Company: Address: Sanofi-Synthelabo [Address] [Address] Fax number: +[ ][_________] Attention: [____________] (ii) in the case of the Agent: Address: BNP Paribas [Address] [Address] Fax number: +[ ][_________] Attention: [____________] Or such other address as may be notified by either party to the other from time to time. 9. MISCELLANEOUS PROVISIONS (a) This Guarantee shall automatically benefit to each Lender under the Facility Agreement without any notice or carrying of any formality. (b) The Agent shall deliver a notice of release to the Guarantor when the Additional Borrower ceases to be an Additional Borrower pursuant to Clause 24.3(b) of the Facility Agreement (Resignation of a Borrower). 10. GOVERNING LAW / JURISDICTION (a) This Guarantee is governed by French law. (b) The Tribunal de Commerce de Paris has exclusive jurisdiction to settle any dispute arising out of or in connection with this Guarantee (including a dispute regarding the existence, validity or termination of this Guarantee) (a DISPUTE). This clause is for the benefit of the Agent and the Lenders only. As a result, neither the Agent nor the Lenders shall be prevented from taking proceedings relating to a Dispute in any - 4 - other courts with jurisdiction. To the extent allowed by law, the Agent and/or the Lenders may take concurrent proceedings in any number of jurisdictions. Signed in [ ] in [ ] originals On [ ] - ------------------------------ --------------------------- SANOFI-SYNTHELABO BNP PARIBAS Represented by: [ ] Represented by: [ ] - 5 - ANNEXE 1 FORM OF NOTICE [Letterhead of the Agent] To: [the Guarantor] [ ] [ ] Attention: [Date] Dear Sirs, We refer to the first demand guarantee dated [-] entered into by your company for the benefit of the Lenders under the Facility Agreement. We request that you forthwith pay us (for the account of the Lenders) [currency and amount] by way of a credit transfer to the following account: [-]. For information purposes only, we certify that an amount at least equal to the amount claimed under this notice is due and payable but unpaid as at the date hereof by [name of the relevant Additional Borrower] under the Facility Agreement. Yours faithfully, [the Agent] - 6 - SCHEDULE 13 MATERIAL SUBSIDIARIES 1. Sanofi Winthrop Industries 2. Sanofi-Synthelabo Inc 3. Sanofi-Synthelabo France 4. Sanofi-Synthelabo Gmbh - 7 - SIGNATORIES THE COMPANY SANOFI-SYNTHELABO SA BY: JEAN-CLAUDE LEROY THE MANDATED LEAD ARRANGERS, UNDERWRITERS AND JOINT-BOOK RUNNERS BNP PARIBAS SA BY: MICHEL KONCZATY AND BRUNO TASSART MERRILL LYNCH CREDIT PRODUCTS LLC BY: STEPHEN WELLINGTON THE ORIGINAL LENDERS BNP PARIBAS SA BY: MICHEL KONCZATY AND BRUNO TASSART MERRILL LYNCH CREDIT PRODUCTS LLC BY: STEPHEN WELLINGTON THE AGENT BNP PARIBAS SA BY: MICHEL KONCZATY AND BRUNO TASSART THE PRESENTING BANK BNP PARIBAS SA BY: THIERRY VARENE AND CHRISTOPHE JALINOT - 8 - EX-10.6 3 y96554peexv10w6.htm EX-10.6: PROTOCOL OF AGREEMENT EX-10.6: PROTOCOL OF AGREEMENT

EXHIBIT 10.6

[The following is a free translation of a French language Protocole D’Accord and such translation is for information purposes only, with no binding or other effect. Only such French language document governs the matters described herein.]

PROTOCOL OF AGREEMENT

AMONG THE UNDERSIGNED:

TOTAL S.A., a société anonyme with share capital of 6,491,182,360 euros, registered with the Registre du Commerce et des Sociétés of Nanterre under number 542 051 180, having its headquarters at 2, place de la Coupole, La Défense, 92400 Courbevoie, and represented by Mr. Thierry Desmarest, in his capacity as Chairman and Chief Executive Officer,

(hereafter “TOTAL”),

ELF AQUITAINE, a société anonyme with share capital of 2,230,762,888 euros, registered with the Registre du Commerce et des Sociétés of Nanterre under number 552 120 784, having its headquarters at 2, place de la Coupole, La Défense, 92400 Courbevoie, and represented by Mr. Thierry Desmarest, in his capacity as Chairman and Chief Executive Officer,

(hereafter “ELF AQUITAINE”),

VALORISATION ET GESTION FINANCIERE, a société par actions simplifiée with share capital of 229,000 euros, registered with the Registre du Commerce et des Sociétés of Nanterre under number 338 836 348, having its headquarters at 2, place de la Coupole, La Défense, 92400 Courbevoie, and represented by Mr. Robert Castaigne, duly authorized to execute the present protocol of agreement,

(hereafter “Valorisation et Gestion Financière”)

(TOTAL, ELF AQUITAINE and VALORISATION ET GESTION FINANCIERE, hereafter
referred to together as “GROUPE TOTAL”),

ON ONE HAND,

AND:

L’OREAL, a société anonyme with a share capital of 135,212,432 euros, registered with the Registre du Commerce et des Sociétés of Paris under number 632 012 100, having its headquarters at 14, rue Royale, 75008 Paris, and represented by Mr. Lindsay Owen-Jones, in his capacity as Chairman and Chief Executive Officer

(hereafter “L’OREAL”),

ON THE OTHER HAND,

(hereafter individually referred to as a “Party” and collectively referred to as the “Parties”)

AFTER HAVING FIRST SET FORTH THE FOLLOWING:

ELF AQUITAINE, VALORISATION ET GESTION FINANCIÈRE and L’OREAL entered into a Shareholders’ Agreement on April 9, 1999 (the “Shareholders’ Agreement”), the object of which is to organize their relations as shareholders of Sanofi-Synthélabo, a société anonyme with a share capital of 1,465,696,144 euros, having its headquarters at 174, avenue de France, 75013 Paris, registered with the Registre du Commerce et des Sociétés of Paris under number 395 030 844 (the “Company”), and pursuant to the terms of which they expressly set forth their intention to act in concert within the meaning of article L. 233-11 of the French Code de commerce. By amendment thereto, dated November 24, 2003, TOTAL adhered to the Shareholders’ Agreement.

By amendment dated January 25, 2004, the Parties declared themselves in favor of the public tender offer initiated by the Company with respect to the company Aventis (the “Initial Offer”) and waived their rights pursuant to the stipulations set forth in Annex 2 to the Shareholders’ Agreement.

The Company’s Board of Directors was convened on April 24, 2004 in order to come to a decision as to the proposed revision of the Initial Offer which the Company contemplates initiating with respect to Aventis on the terms and conditions set forth in the draft note d’information complémentaire and Prospectus Supplement to be filed respectively with the French and U.S. market regulators and copies of which are attached hereto in Annex (the “Proposed Improved Offer”). Accordingly, the Parties discussed the Proposed Improved Offer pursuant to article 6 of the Shareholders’ Agreement.

Upon their discussion, the Parties noted that the principal offer of the Proposed Improved Offer allows Aventis’ shareholders to exchange their shares at a ratio of 0.8333 new shares of the Company and 20 euros in cash for one Aventis share (coupon attached) and that such principal offer is supplemented by an ancillary public exchange offer and an ancillary public cash tender offer up to that number of Aventis shares such that the consideration offered for Aventis shares tendered or exchanged pursuant to such ancillary offers shall not be more than 71% in shares nor more than 29% in cash. The Parties further noted that the Proposed Improved Offer would not entail any dilution of their respective holdings in the share capital of the Company beyond that entailed by the Initial Offer.

Accordingly the Parties determined among themselves to enter into this protocol of agreement with the object of establishing their common position in favor of the Proposed Improved Offer (this “Agreement”), it being understood that capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Shareholders’ Agreement.

IT HAS BEEN AGREED AS FOLLOWS:

ARTICLE 1 – PARTIES’ UNANIMOUS AGREEMENT IN FAVOR OF THE PROPOSED IMPROVED OFFER

1.1 After discussion, the Parties declare themselves unanimously in favor of the Proposed Improved Offer on the terms and conditions as brought to their knowledge.

1.2 As a result of their agreement in favor of the Proposed Improved Offer and solely with a view to the completion thereof:

(a) the Parties waive their right to effect the procedure set forth in Annex 2 to the Shareholders’ Agreement;

(b) each Party waives its right against each other Party pursuant to the stipulations set forth in Annex 2 to the Shareholders’ Agreement; and

(c) each of the Parties undertakes not to invoke the consequences of the completion of the Proposed Improved Offer on such Party’s accounting treatment of its participation in the Company to oppose the Proposed Improved Offer or to request an amendment to the terms or conditions thereof.

ARTICLE 2 – CONFIDENTIALITY

The Parties undertake to maintain strictly confidential the existence and contents of the Proposed Improved Offer and of the Agreement until the Company has made the Proposed Improved Offer public.

ARTICLE 3 – TERMINATION OF THIS AGREEMENT

This Agreement shall be terminated automatically and without further action in case of termination of or upon term of the Shareholders’ Agreement.

ARTICLE 4 – GOVERNING LAW AND JURISDICTION

4.1 This Agreement is governed by the laws of France.

-2-

4.2 Any dispute arising from the validity of this Agreement, its interpretation and/or implementation shall be settled definitely by way of arbitration according to the provisions set forth in article 16 of the Shareholders’ Agreement.

Entered into in Paris, April 24, 2004

In four (4) original copies,


/s/ Thierry Desmarest		/s/ Lindsay Owen-Jones

TOTAL		L’OREAL
Thierry Desmarest		Lindsay Owen-Jones

/s/ Thierry Desmarest		/s/ Robert Castaigne

ELF AQUITAINE		VALORISATION ET GESTION FINANCIERE
Thierry Desmarest		Robert Castaigne, duly authorized

-3-

EX-23.1 4 y96554peexv23w1.htm EX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS AUDIT EX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS AUDIT

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form F-4 (No. 333-112314) of Sanofi-Synthelabo of our report dated March 22, 2004, relating to the consolidated financial statements of Sanofi-Synthelabo, which appears in its Annual Report on Form 20-F for the year ended December 31, 2003. We also consent to the references to us under the headings “Summary Selected Historical Consolidated Financial Data of Sanofi-Synthelabo” and “Experts” in such Registration Statement.

PricewaterhouseCoopers Audit

/s/ JACQUES DENIZEAU /s/ JEAN-CHRISTOPHE GEORGHIOU

Represented by Jacques Denizeau and Jean-Christophe Georghiou

Paris, France

May 4, 2004

EX-23.2 5 y96554peexv23w2.htm EX-23.2: CONSENT OF ERNST & YOUNG AUDIT EX-23.2: CONSENT OF ERNST & YOUNG AUDIT

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in Post-Effective Amendment No. 1 to the Registration Statement on Form F-4 of Sanofi-Synthelabo (No. 333-112314) of our report dated March 22, 2004, with respect to the consolidated financial statements of Sanofi-Synthelabo included in its Annual Report under Form 20-F for the year ended December 31, 2003. We also consent to the references to our firm under the captions “Summary Selected Historical Consolidated Financial Data of Sanofi-Synthelabo” and “Experts” in such Registration Statement.

ERNST & YOUNG Audit

Represented by Valérie Quint and Jean-Claude Lomberget


	/s/ VALÉRIE QUINT		/s/ JEAN-CLAUDE LOMBERGET
	Valérie Quint		Jean-Claude Lomberget

Paris, France

May 4, 2004

EX-23.6 6 y96554peexv23w6.htm EX-23.6: CONSENT OF PRICEWATERHOUSECOOPERS AUDIT EX-23.6: CONSENT OF PRICEWATERHOUSECOOPERS AUDIT

Exhibit 23.6

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form F-4 (No. 333-112314) of Sanofi-Synthelabo of our report dated March 5, 2004 relating to the consolidated financial statements of Aventis, which appears in the Annual Report on Form 20-F of Aventis for the year ended December 31, 2003. We also consent to the references to us under the headings “Experts” and “Summary Selected Historical Consolidated Financial Data of Aventis” in such Registration Statement, and to the reference to us under the heading “Selected Financial Data” in such Form 20-F.

/s/ PricewaterhouseCoopers

PricewaterhouseCoopers

Paris, France

May 4, 2004

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	•	0.8333 of a newly issued ordinary share, nominal value €2 per share, of Sanofi-Synthelabo and €20.00 in cash, without interest, in exchange for each ordinary share of Aventis tendered; and

	•	1.6667 newly issued American depositary shares, or ADSs (each ADS representing one-half of one Sanofi-Synthelabo ordinary share), of Sanofi-Synthelabo and an amount in U.S. dollars equal to €20.00, in cash, without interest, in exchange for each Aventis ADS (each Aventis ADS representing one Aventis ordinary share) tendered.


	•	1.1739 newly issued Sanofi-Synthelabo ordinary shares in exchange for each Aventis ordinary share tendered; or 2.3478 newly issued Sanofi-Synthelabo ADSs in exchange for each Aventis ADS tendered; or

	•	€68.93 in cash, without interest, in exchange for each ordinary share of Aventis tendered; or an amount in U.S. dollars equal to €68.93, in cash, without interest, in exchange for each Aventis ADS tendered.


	•	References in this prospectus supplement to the “revised U.S. offer” refer to the U.S. offer on the terms and conditions set forth in this prospectus supplement. References to the “original U.S. offer” refer to the U.S. offer on the original terms and conditions set forth in the prospectus dated April 9, 2004.

	•	References to “Sanofi-Synthelabo,” the “company,” “we,” “us” or “our” refer to Sanofi-Synthelabo, a French société anonyme, and, where applicable, its consolidated subsidiaries.

	•	References to “Aventis” refer to Aventis, a French société anonyme, and, where applicable, its consolidated subsidiaries.

	•	References to “Aventis securities” refer collectively to the Aventis ordinary shares and the Aventis ADSs.

	•	References to “Sanofi-Synthelabo securities” refer collectively to the Sanofi-Synthelabo ordinary shares and the Sanofi-Synthelabo ADSs.

	•	References to “Aventis BSAs” refer to the series of Aventis warrants (Bons de souscription d’actions) that were issued to two employee funds, the units of which were subscribed by German employees. For the avoidance of doubt, the term “Aventis BSAs” does not include any warrants that would be issued if Aventis shareholders were to approve the eleventh resolution, as amended at any time, included in the notice of the general meeting of shareholders published in the Bulletin des Annonces Légales Obligatoires, or BALO, on April 9, 2004, relating to the issuance of warrants, or any other resolution having an equivalent purpose or effect.

	•	References to the “related U.S. offer documents” refer collectively to the form of acceptance, the ADS letter of transmittal and the notice of guaranteed delivery included with this document.

	•	References to “Merrill Lynch (France)” refer to Merrill Lynch Capital Markets (France) S.A.S., an affiliate of Merrill Lynch & Co.


	•	“$,” “U.S. $” or “U.S. dollar” each refers to the United States dollar; and

	•	“€” or “euro” each refers to the euro, the single currency established for members of the European Economic and Monetary Union, or the EMU, since January 1, 1999.


Q:	What is the purpose of this document and how does it relate to the prospectus dated April 9, 2004?


Q:	Why is Sanofi-Synthelabo making the revised U.S. offer?


Q:	Why does Sanofi-Synthelabo wish to acquire Aventis and create Sanofi-Aventis? (See page 38)


	Sanofi-Synthelabo is seeking to acquire Aventis because Sanofi-Synthelabo believes that the combination of the two companies to form Sanofi-Aventis will create the number one pharmaceutical company in Europe and the number three worldwide. Sanofi-Synthelabo believes that the enhanced scale, financial strength and research and development resources of the combined company should allow the combined company to serve patients worldwide and to enhance shareholder value in ways that are not likely to be achieved by either Sanofi-Synthelabo or Aventis on a stand-alone basis.

	Sanofi-Synthelabo continues to believe that the strategic rationale for the creation of Sanofi-Aventis is compelling for Aventis shareholders as well as Sanofi-Synthelabo shareholders; however, as with any investment decision there can be no assurance that the anticipated benefits will be realized. For a discussion of the risk factors that you should consider carefully in evaluating the revised U.S. offer, see “Risk Factors”.


Q:	What are the main differences between the revised U.S. offer and the original U.S. offer?


A:	We have increased the cash portion of the offer consideration and we have removed the antitrust condition.

	In the revised U.S. offer, we are offering €8.50 in cash *more* for each Aventis ordinary share validly tendered and not withdrawn than we offered in the original U.S. offer. In the revised U.S. offer, we are offering an amount in U.S. dollars equal to €8.50 in cash *more* for each Aventis ADS validly tendered and not withdrawn than we offered in the original U.S. offer. (See page 51)

	The revised U.S. offer, the revised French offer and the revised German offer are not subject to the “antitrust condition” to which the original offers were subject. As a result, under applicable French law, the French offer will *not* lapse (“est caduque”, meaning it is null and void) if the U.S. Federal Trade Commission were to issue a second request for information before the expiration of the 30-day waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 and, in such event,


Q:	Has the Aventis Supervisory Board Recommended the Revised Offers?


A:	Yes. At a meeting held on April 25, 2004, the Aventis Supervisory Board concluded that the revised offers are in the interests of Aventis, its shareholders and employees and, therefore, authorized the Aventis Management Board to enter into the agreement with Sanofi-Synthelabo and *recommended that Aventis shareholders tender their Aventis shares in the revised offers.*


Q:	What will I receive in the revised U.S. offer? (See page 51)


A:	For each Aventis ordinary share validly tendered and not withdrawn, unless you make a mix and match election, you will receive:


	•	€20.00 in cash, and

	•	0.8333 of a Sanofi-Synthelabo ordinary share.


	•	an amount in U.S. dollars equal to €20.00 in cash, and

	•	1.6667 Sanofi-Synthelabo ADSs (each representing one-half of one Sanofi-Synthelabo ordinary share).


Q:	Is Sanofi-Synthelabo revising the French offer and the German offer? (See page 50)


A:	Yes. The terms of the French offer and of the German offer have also been revised. The revised French offer, the revised German offer and the revised U.S. offer are being made on substantially similar terms and completion of the revised offers is subject to the same conditions.

	The revised U.S. offer remains open to all holders of Aventis ordinary shares who are located in the United States and to all holders of Aventis ADSs, wherever located.

	The revised French offer remains open to all holders of Aventis ordinary shares who are located in France and to holders of Aventis ordinary shares who are located outside of France, Germany and the United States, if, pursuant to the local laws and regulations applicable to such holders, they are permitted to participate in the French offer.

	The revised German offer remains open to all holders of Aventis ordinary shares who are located in Germany.

	In the revised French offer and the revised German offer we are also offering to acquire all the outstanding Aventis BSAs for an aggregate consideration of approximately €6 million.


Q:	May I still elect to receive a greater proportion of cash or a greater proportion of Sanofi-Synthelabo securities than the standard entitlement described above? (See page 52)


A:	Yes. The revised U.S. offer includes a mix and match election feature whereby you may elect to receive only Sanofi-Synthelabo ordinary shares or Sanofi-Synthelabo ADSs, as applicable, or only cash in exchange for any or all of the Aventis securities that you tender. However, these elections will be satisfied in full only to the extent that off-setting elections have been made by other tendering holders of Aventis securities in the revised U.S. offer, the revised French offer and the revised German offer. *Accordingly, there can be no assurance that you will receive all of your consideration in the form that you have elected.*

	You are not required to make any election (in which case you will automatically receive the standard entitlement) or to make the same election for all the Aventis securities that you tender.

	The election procedure is described more fully in the section captioned, “The Revised U.S. Offer — Mix and Match Election”. Any


Q:	If Aventis approves any dividend in respect of the Aventis ordinary shares, including Aventis ordinary shares represented by Aventis ADSs, will the consideration that I receive in exchange for the Aventis securities tendered in the revised U.S. offer be reduced? (See page 58)


Q:	Will I be entitled to receive dividends in respect of any Sanofi-Synthelabo ordinary shares, including Sanofi-Synthelabo ordinary shares represented by Sanofi- Synthelabo ADSs, that I receive in exchange for my Aventis securities? (See page 61)


A:	Yes. In respect of the Sanofi-Synthelabo ordinary shares, including Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs, you will be entitled to receive:


	•	any annual dividend that is approved to be paid with respect to Sanofi-Synthelabo’s 2003 results, and

	•	any other dividend that is paid after the settlement of the revised offers.


Q:	Other than the increase in the cash portion of the offer consideration and the removal of “antitrust condition”, have any of the other terms and conditions of the U.S. offer been revised?


A:	No. All the other terms and conditions of the revised U.S. offer remain the same.


Q:	I have already tendered my Aventis securities in the original U.S. offer, do I need to do anything to receive the additional consideration offered in the revised U.S. offer? (See page 64)


A:	Yes. Under applicable French regulations, as part of the process of approving the revised French offer, the AMF has decided to declare all previous tenders into the offers null and void. As a result, in order to tender your Aventis securities in the revised U.S. offer, you must re-tender any Aventis securities that you previously tendered into the original U.S. offer.


Q:	I have not yet tendered my Aventis securities into the U.S. offer. How do I accept the revised U.S. offer? (See page 66)


A:	The procedures for accepting the revised U.S. offer have not changed and are set forth in detail beginning on page 66 of this prospectus supplement and are summarized on page 5 of the prospectus dated April 9, 2004.