SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF

THE SECURITIES EXCHANGE ACT OF 1934

CHATTEM, INC.

(Name of Subject Company (Issuer))

RIVER ACQUISITION CORP.

SANOFI-AVENTIS

SANOFI-AVENTIS AMERIQUE DU NORD S.N.C.

AVENTIS INC.

(Names of Filing Persons (Offerors))

Common Stock, without par value (including the associated

Series A Junior Participating Preferred Stock Purchase Rights)

(Title of Class of Securities)

162456107

(CUSIP Number of Class of Securities)

Karen Linehan

Senior Vice President Legal Affairs and General Counsel

Sanofi-Aventis

174 avenue de France

75013 Paris, France

Telephone: +33 1 53 77 40 00

(Name, address, and telephone numbers of person authorized

to receive notices and communications on behalf of filing persons)

Copy to:

Michael J. Aiello, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Telephone: (212) 310-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
Not Applicable*	Not Applicable*

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable

Form or Registration No.: Not applicable

Filing Party: Not applicable

Date Filed: Not applicable

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing fee is a final amendment reporting the results of the tender offer: ¨

EXHIBIT INDEX

Exhibit No.	Description
99.1	Joint Press Release issued by sanofi-aventis and Chattem, Inc. on December 21, 2009.
99.2	Sanofi-aventis presentation for investor/analyst conference call, dated December 21, 2009.
99.3	Presentation regarding sanofi-aventis, dated December 21, 2009.
99.4	Presentation regarding Chattem, Inc., dated December 21, 2009.

EX-99.1

Exhibit 99.1

Sanofi-aventis to Acquire Chattem Inc.

Creating a Strong

U.S. Consumer Healthcare Platform

• Combination Strengthens sanofi-aventis’ Strategy to Accelerate Growth Through Innovation, Geographic Expansion and External Growth

• Chattem Provides Strong Platform for Conversion of some of sanofi-aventis’ Prescription Medicines to Over-the-Counter Products

• Chattem Management to Lead the U.S. Consumer Healthcare Division of sanofi-aventis, to be Headquartered in Chattanooga, Tennessee

Paris, France and Chattanooga, TN - December 21, 2009 /PRNewswire/ - Sanofi-aventis (EURONEXT: SAN and NYSE: SNY) and Chattem, Inc. (NASDAQ: CHTT) announced today that they have entered into a definitive agreement under which sanofi-aventis is to acquire 100 percent of the outstanding shares of Chattem in a cash tender offer for $93.50 per share, or approximately $1.9 billion. The transaction will create the world’s fifth-largest consumer healthcare company measured by product revenues by combining Chattem’s position as a leading U.S. consumer healthcare company with sanofi-aventis’ strong international presence in the sector.

Over-the-counter (“OTC”) and consumer brands are core growth platforms identified in sanofi-aventis’ broader strategy for achieving sustainable growth. Although the Group will generate around 1.4 billion euros worldwide in OTC sales in 2009, it has thus far not been directly present in the United States.

Chattem is approximately 130 years old and is a leading manufacturer and marketer of branded consumer healthcare products, toiletries and dietary supplements across niche market segments in the United States. Chattem has regularly demonstrated its ability to sustain regular growth, both in terms of sales and profit, through the development of its own brands and the successful integration of acquired products. Chattem’s well known brands include Gold Bond^®, Icy Hot^®, ACT^®, Cortizone-10^®, Selsun Blue^® and Unisom^®.

1

Sanofi-aventis also announced today that it will seek to convert its antihistamine brand known as Allegra^® (fexofenadine HCl) in the United States from a prescription medicine to an OTC product. Allegra^® is a well recognized brand name with both physicians and consumers. Upon Allegra^®’s conversion, Chattem will assume responsibility for the Allegra^® brand as part of becoming the platform for sanofi-aventis’ U.S. OTC and consumer healthcare business.

“The acquisition of Chattem will be a significant milestone in sanofi-aventis’ transformation strategy and will provide us with the ideal platform in the U.S. consumer healthcare market, which represents 25 percent of the current worldwide opportunity,” said Christopher A. Viehbacher, Chief Executive Officer of sanofi-aventis. “In addition, we believe our ability to convert prescription medicines to OTC products will be enhanced by Chattem’s leading sales, marketing and distribution channels. We have great respect for Chattem’s world-class management team, which has an excellent track record of sales and earnings growth based on building strong brands. With the potential access to switch products such as Allegra^®, I believe this team will take Chattem to even higher levels.”

“This transaction offers immediate and significant value for Chattem’s shareholders and important benefits to our employees, customers and community,” said Zan Guerry, Chairman and Chief Executive Officer of Chattem. “I am excited to work with the sanofi-aventis team to capture the significant growth opportunities this combination creates, as highlighted by the planned launch of Allegra^®. Chattem will form the base of a new consumer healthcare business in the United States for sanofi-aventis, and the headquarters, manufacturing and leadership team will continue to be based in Chattanooga.”

Under the terms of the agreement, sanofi-aventis will commence a tender offer for all outstanding shares of Chattem at $93.50 per share in cash. The offer price represents a 34 percent premium above the closing price of Chattem’s shares on December 18, 2009 and a 44 percent premium above the average closing price of Chattem’s shares during the 6 months preceding the announcement of the transaction. The tender offer is conditioned on the tender of a majority of Chattem’s shares calculated on a diluted basis, as well as the receipt of certain regulatory approvals and other customary closing conditions. Following the successful completion of the tender offer, a wholly owned subsidiary of sanofi-aventis will merge with Chattem and the outstanding Chattem shares not tendered in the tender offer will be converted into the right to receive the same $ 93.50 per share in cash paid in the tender offer. The tender offer will commence in January 2010 and the companies anticipate the transaction will close in the first quarter of 2010. Chattem’s Board of Directors has unanimously approved the transaction.

The transaction is expected to be accretive to sanofi-aventis’ earnings as early as year one. This acquisition will allow sanofi-aventis to optimize and retain the full value of the Allegra^® switch to an OTC product. Also, significant revenue synergies should be obtained through the expansion of Chattem’s products into geographic markets where sanofi-aventis has a strong operating presence, particularly in emerging markets.

Zan Guerry and the senior leadership team of Chattem have agreed to lead sanofi-aventis’ U.S. consumer health division following the close of the transaction. Additionally, sanofi-aventis is committed to Chattem’s current operations and entrepreneurial spirit as it builds a sizeable presence in the U.S. consumer healthcare market. Sanofi-aventis announced it would maintain both of Chattem’s existing manufacturing facilities and will continue construction on the third. The corporate brand of Chattem will also be maintained.

#  #  #

2

For additional information on the transaction, please visit the following Web site:

http://multivu.prnewswire.com/mnr/sanofi-aventis_chattem/41630

Sanofi-aventis will hold a call for investors and analysts today at 8 a.m. ET / 2:00 p.m. CET to discuss the transaction. Those wishing to listen and participate should dial one of the following numbers:

France:	+33 (0)1 72 00 09 86
UK:	+00 44(0) 203 367 94 56
US:	+1 866 907 59 28

An Audio Replay will be available until December 31, 2009 at the following numbers:

France:	+33(0)1 72 00 15 00
UK:	+44(0) 2033679460
US:	+1 877 64 230 18
Access code:	269150#

Chattem will hold a call for investors and analysts today at 9:15 a.m. ET/ 3:15 p.m. CET to discuss the transaction. Those wishing to listen and participate should dial one of the following numbers:

US Dial In #	800.510.9661
International Dial In #	617.614.6452
Participant code	37400399

An Audio Replay will be available from December 21, 2009 - 12:15 PM – to December 28, 2009 at the following numbers:

US Dial In #	888.286.8010
International Dial in #	617.801.6888
Code	59761358

Sanofi-aventis Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts. These statements include product development, product potential projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future events, operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “plans” and similar expressions. Although sanofi-aventis management believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of sanofi-aventis, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include

3

among other things, the uncertainties inherent in research and development, future clinical data and analysis, including post marketing, decisions by regulatory authorities, such as the FDA or the EMEA, regarding whether and when to approve any drug, device or biological application that may be filed for any such product candidates as well as their decisions regarding labeling and other matters that could affect the availability or commercial potential of such products candidates, the absence of guarantee that the products candidates if approved will be commercially successful, the future approval and commercial success of therapeutic alternatives as well as those discussed or identified in the public filings with the SEC and the AMF made by sanofi-aventis, including those listed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in sanofi-aventis’ annual report on Form 20-F for the year ended December 31, 2008. Other than as required by applicable law, sanofi-aventis does not undertake any obligation to update or revise any forward-looking information or statements.

Chattem Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, “believes,” “expects,” “anticipates,” “plans,” “estimates” or similar expressions. Examples of forward-looking statements in this press release include references to our announced transaction with sanofi-aventis. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include, but are not limited to, the risk factors disclosed in our Annual Report on Form 10-K for the year ended November 30, 2008, as added or revised by our subsequent Quarterly Reports on Form 10-Q, under the caption “Risk Factors” and unexpected delays or impediments to the announced transaction with sanofi-aventis. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of these in light of new information or future events.

Important Additional Information: The tender offer described in this release has not yet commenced and this release is neither an offer to purchase nor a solicitation of an offer to sell shares of Chattem. At the time the tender offer is commenced, River Acquisition Corp. and sanofi-aventis will file a Tender Offer Statement on Schedule TO, containing an offer to purchase, form of letter of transmittal and related tender offer documents, with the U.S. Securities and Exchange Commission (the “SEC”) and Chattem will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC. Sanofi-aventis and Chattem intend to mail these documents to the shareholders of Chattem. These documents will contain important information about the tender offer and shareholders of Chattem are urged to read them carefully when they become available. Shareholders of Chattem will be able to obtain a free copy of these documents, when they become available, at the website maintained by the SEC at www.sec.gov.

About sanofi-aventis

Sanofi-aventis, a leading global pharmaceutical company, discovers, develops and distributes therapeutic solutions to improve the lives of everyone. Sanofi-aventis is listed in Paris (EURONEXT: SAN) and in New York (NYSE: SNY). For more information, visit: www.sanofi-aventis.us or www.sanofi-aventis.com.

4

About Chattem

Chattem, Inc. is a leading marketer and manufacturer of a broad portfolio of branded OTC healthcare products, toiletries and dietary supplements. The Company’s products target niche market segments and are among the market leaders in their respective categories across food, drug and mass merchandisers. The Company’s portfolio of products includes well-recognized brands such as Icy Hot^®, Gold Bond^®, Selsun Blue^®, ACT^®, Cortizone-10^® and Unisom^®. Chattem conducts a portion of its global business through subsidiaries in the United Kingdom, Ireland and Canada. For more information, please visit the Company’s website: www.chattem.com.

#  #  #

MEDIA CONTACTS

For sanofi-aventis:	For Chattem:
Jean-Marc Podvin	Chuck Burgess/Tom Johnson
Corporate Communications	Abernathy MacGregor Group
+33 (1) 53 77 42 23	+1 212 371-5999

Lisa Buffington

U.S. Communications

+1 908 981-6569

INVESTOR CONTACTS

For sanofi-aventis:	For Chattem:
Sebastien Martel	Robert Long
Corporate Investor Relations	Vice President and Chief Financial Officer
+33 (1) 5377 4545	+1 423 822-4450

Felix Lauscher

U.S. Investor Relations

+1 908 981-5560

5

EX-99.2

1

Creating a Strong U.S. Consumer Health Care Platform

December 21, 2009

Exhibit 99.2

2

Forward Looking Statements

This presentation contains forward-looking statements. Forward-looking statements are statements that are not

historical facts.  These statements include financial and product development projections and estimates and their

underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to

future events, operations, products and services, and statements

regarding future performance.  Forward-looking

statements

are

generally

identified

by

the

words

“expects,”

“anticipates,”

“believes,”

“intends,”

“estimates,”

“plans”

and similar expressions.

Although sanofi-aventis’

management believes that the expectations reflected

in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and

statements are subject to various risks and uncertainties, many of which are difficult to predict and generally

beyond the control of sanofi-aventis, that could cause actual results and developments to differ materially from

those expressed in, or implied or projected by, the forward-looking information and statements.  These risks and

uncertainties include among

other

things, the uncertainties

inherent

in research

and development, future clinical

data and analysis, including

post marketing, decisions

by regulatory

authorities, such

as the FDA or the EMEA,

regarding

whether

and when

to approve

any

drug, device

or biological

application that

may

be

filed

for any

such

product

candidates

as

well

as

their

decisions

regarding

labelling

and

other

matters

that

could

affect

the

availability

or

commercial

potential

of

such

products

candidates,

the

absence

of

guarantee

that

the

products

candidates

if

approved

will

be

commercially

successful,

the

future

approval

and

commercial

success

of

therapeutic

alternatives,

the

Group’s

ability

to

benefit

from

external

growth

opportunities

as

well

as

those

discussed or identified in the public filings with the SEC and the AMF made by sanofi-aventis, including those

listed

under

“Risk

Factors”

and

“Cautionary

Statement

Regarding

Forward-Looking

Statements”

in

sanofi-aventis’

annual report on Form 20-F for the year ended December 31, 2008. Other than as required by

applicable law, sanofi-aventis does not undertake any obligation to update or revise any forward-looking

information or statements.

Important Additional Information:

The tender offer described in this presentation has not yet commenced and

this

presentation

is

neither

an

offer

to

purchase

nor

a

solicitation

of

an

offer

to

sell

shares

of

Chattem.

At

the

time the tender offer is commenced, River Acquisition Corp. and sanofi-aventis will file a Tender Offer Statement

on Schedule TO, containing an offer to purchase, form of letter of transmittal and related tender offer documents,

with

the

U.S.

Securities

and

Exhange

Commission

(the

“SEC”)

and

Chattem

will

file

a

Solicitation/Recommendation

Statement

on

Schedule

14D-9

relating

to

the

tender

offer

with

the

SEC.

Sanofi-

aventis

and

Chattem

intend

to

mail

these

documents

to

the

shareholders

of

Chattem.

These

documents

will

contain important information about the tender offer and shareholders of Chattem are urged to read them

carefully

when

they

become

available.

Shareholders

of

Chattem

will

be

able

to

obtain

a

free

copy

of

these

documents, when they become available, at the website maintained

by the SEC at www.sec.gov.

3

Conference

Call Participants

sanofi-aventis

Christopher A. Viehbacher, Chief Executive Officer

Hanspeter

Spek, President, Global Operations

Jérôme

Contamine, Executive Vice President, Chief Financial Officer

Chattem

Zan

Guerry, Chairman and Chief Executive Officer

4

Consumer Health Care is a Strategic Opportunity

for sanofi-aventis

OTC is one of our Top 5

priorities for growth

OTC is a pillar of our diversified

healthcare business model

Key Growth

Drivers

Emerging

markets

Diabetes

products

Vaccines

OTC

New products

Diversified

Platforms

Rx Medicines

Vaccines

OTC

Generics

Animal Health

Consumer Health Care offers prospects for sustainable growth

and helps offset the more volatile nature of the Rx drugs market

5

Consumer Health Care Offers Prospects

for Sustained

Growth

2008 global OTC market sales

at $86.6bn growing

at

+4.1%

(1)

Growing

propensity

to self-medicate

U.S. represents around 25%

of the

worldwide market

(1)

A highly

fragmented sector

Top 10 companies

account

for

close to 1/3 of OTC market

sales

(3)

Very

few truly

global players

External

growth

opportunities

available

Local or category

acquisitions

(1)

Nicholas

Hall's

DB6

-

2008

(2)

Nicholas Hall's DB6

(3)

Nicholas

Hall

Reports

based

on

DB6

2009

(MSP)

-

2008

OTC Market Size ($bn)

(2)

CAGR

+3.7%

0

10

20

30

40

50

60

70

80

90

6

13%

16%

16%

30%

13%

7%

Vitamins, Minerals & Supplements

Cough, Cold & Allergy

Analgesics

Dermatologicals

Gastrointestinals

Lifestyle OTCs

The U.S. OTC Market is Sizeable and Attractive

The world’s largest OTC market

with sales of $21.1bn

in 2008

(1)

Sales growth of +3.3%

in 2008

4

th

largest

per capita consumption

of OTC products

U.S. OTC market

growth

expected

to be

sustained

at

mid

single digit

Rx-to-OTC switches

Innovative line extensions

New consumer-focused

products

(1)

Nicholas

Hall's

DB6

–

2008

(2)

Nicholas

Hall's

DB6

–

Mid-2009

(3)

Lifestyle OTCs include Smoking Control, Sleep Aids, Eye Care, Obesity Treatment, Ear Care, Stimulants

5%

Allergy

Cough

& Cold

6 Leading U.S. OTC Categories

(2)

(3)

7

Sanofi-aventis is a growing player

in Consumer Health Care

Ranked #6

globally

(1)

OTC sales up +19.6%

in 9M 2009

(2)

8 flagship OTC brands

(3)

growing

at +9.4%

(2)

and

accounting for 46.1%

of OTC sales in 9M 2009

4 local OTC acquisitions made over

the last year:

Australia

France

The Netherlands

Argentina

OTC is

a Dynamic

Growth

Area for sanofi-aventis

(1)

Nicholas Hall, 2008

(2)

Growth at constant exchange rates

(3)

8 flagship

OTC brands: Doliprane

®

, Essentiale

®

, Enterogermina

®

, Maalox

®

, No Spa

®

, Magne B6

®

, Lactacyd

®

, Dorflex

®

(4)

sanofi-aventis internal estimates

4.0%

6.2%

15.2%

3.1%

4.4%

4.7%

4.8%

53.9%

3.6%

Others

OTC Sales % by Brands -

9M 2009

NO-SPA

NO-SPA

-SPA

SPA

OTC Sales -

2009e

(4)

:

€1.4bn

8

4%

46%

16%

22%

12%

Sanofi-aventis Has Strong

Local Presence

in Selected

OTC Markets

ex-U.S.

OTC contributes a growing

percentage of sales

5.1%

of pharma sales in 9M 2009

Sanofi-aventis has leading

positions in 6 countries

(1)

France (#1), Italy (#1), Russia (#3),

Australia (#1), Brazil (#2) and

Mexico (#4)

representing 77.4%

of Group OTC

sales in 9M 2009

No direct presence in the

all-important U.S. Consumer

Health Care market

Eastern

Europe

Western

Europe

Latin

America

Asia Pacific

Africa &

Middle East

OTC

Sales

by

Regions

-

9M

2009

(1)

Nicholas

Hall's

DB6

–

2008

9

Switching

Allegra from

Rx-to-OTC in the U.S.

Would

Create

Substantial

Value

Allergy Care is

one of the largest and

fastest growing OTC categories

is an attractive switch target

Robust Rx pool of over 23m TRx’s

per year

(1)

of fexofenadine

Significant estimated patient count

on fexofenadine

of around 7.8 m

in 2008

Strong brand equity

Clear regulatory framework

Sanofi-aventis has other potential

Rx-to-OTC switch candidates

23.0

25.4

24.7

24.3

0

5

10

15

20

25

30

2005

2006

2007

2008

Total

fexofenadine

U.S.

TRx

in

million

(1)

(1)

NPA data

10

th

Fiscal 2008 sales: $454.9m

(2)

26 brands, 6 core

A total of 488 employees

Headquartered in

Chattanooga, Tennessee

2 manufacturing plants in

Chattanooga and 1 site

under construction

Chattem

is the Largest Pure-play Company

in the U.S. Consumer Health Care Market

(1)

Acquisition of

2

J&J

OTC

products:

Act

®

mouthwash

and

Balmex

®

diaper

cream

and

3

Pfizer

OTC

products:

Cortizone

®

topical

analgesic,

Kaopectate

®

anti-diarrheal,

and the

Unisom

®

sleep aid

(2)

Fiscal year

is

from

December

1

to

November 30

A focused Consumer Health Care

player with high

exposure

to OTC

Founded in 1879 and 5

generation

family led

Manufacturer and marketer of a broad

portfolio of Consumer Health Care

brands

Successful acquisition of 5 OTC

brands from J&J / Pfizer in 2007

U.S. accounts

for 95%

of sales

An ideal company for building

a U.S. Consumer Healthcare platform

st

th

11

5.0%

4.2%

20.5%

33.4%

7.4%

9.7%

15.2%

4.5%

Chattem

Has Leading

Brands

in Many

Consumer Health

Care

Categories

Medicated Skin Care

Topical Pain

Care

Oral Care

Medicated Dandruff

Shampoos

Internal OTC’s

Other

OTC’s

International

Dietary

Supplements

Sales by Category

-

9M 2009:

$353m

(1)

12

Chattem

has a variety of well-

recognized

brands:

Gold Bond

®

, Icy

Hot

®

, ACT

®

,

Cortizone-10

®

, Selsun

Blue

®

, Unisom

®

Top 6 brands represent

70%

of sales

Market

leaders in their

respective

categories

across

food, drug

and

mass merchandisers

0

50

100

150

200

250

300

350

400

450

500

FY 04

FY 05

FY 06

FY 07

FY 08

FY 09e

Chattem

Sales ($m)

(1)

Chattem

Offers a Unique Opportunity to Enter

the

All-important

U.S.

Consumer

Health

Care

Market

Consumer Health

Care

will

become

a

4

platform

in

the

U.S.

for

sanofi-aventis with Rx medicines, Vaccines and Animal Health

CAGR

+12.3%

(1)

Fiscal Year 2009 sales consensus estimates from IBES

(1)

th

13

High existing margins

at the high end of peers

Gross margin

above peers

at

69.7%

for

9M

2009

Sustained

A&P

spend

of

22.2%

for 9M 2009

driving growth

SG&A

now below peers

at

12.8%

for

9M

2009

Best-in-class operating margin

of 34.7%

for 9M 2009

Adjusted

(2)

net income of $82.2m

and adjusted EPS of $4.25

for

fiscal 2008

Chattem

has an Attractive Financial Profile

Operating Margin (%)

(1)

(1)

Datafrompublicfilingsfromeachcompanyfor2008

(2)

Excludingalossonearlyextinguishmentofdebt,SFAS123Remployeestockoptionexpense,non-recurringexpensesrelatedtothevoluntaryrecallofIcyHotHeatTherapy andasettlementrelatedtoclaimsallegingpulmonaryarterialhypertensionasaresultofingestionofDexatrimproductsin1998through2003

14

Chattem

is a Unique Value Creating Opportunity

At $93.50

per share, or approximately $1.9bn, the transaction values Chattem

at:

The valuation is in-line with comparable Consumer Health Care transactions

The acquisition of Chattem

will be structured as a Cash Tender Offer

The transaction is expected to lead to sales synergies and incremental value

creation from Allegra

®

Rx-to-OTC switch

The transaction will be accretive from Year 1

Chattem’s

Board of Directors has unanimously approved the transaction

The transaction is expected to close in Q1 2010

(2)

(1)

See appendix for derivation of non-GAAP financial measures

(2)

Subject to

the

satisfaction

of

various

conditions,

including

the

tender

of

a

majority

of

Chattem’s

share

capital,

the

receipt

of

regulatory

approvals,

and

other customary closing conditions

4.8

x

2009

EV/sales

(1)

13.3

x

2009

EV/EBITDA

(1)

15

A Strategic Transaction to Reinforce our Presence

in the U.S. Consumer Healthcare Market

The acquisition of Chattem

will be an important step towards

building a strong position

in the U.S. Consumer Health Care market

Chattem

brings best-in-class margins

and strong core Consumer

Health Care brands

The transaction also allows sanofi-aventis to keep the full value of

the Allegra

®

Rx-to-OTC switch in the U.S.

With Chattem, sanofi-aventis aims to become the #5 OTC player

globally

behind J&J, GSK, Novartis and Bayer

This supports our vision of becoming a global diversified

healthcare leader

16

Q&A Session

17

Appendix -

Derivation

of non-GAAP Measures

Enterprise Value (EV)

EBITDA 2009e

(3)

US$159m

Estimated Operating Income

US$167m

Estimated EBITDA

US$8m

Estimated Depreciation & Amortization

US$1,856m

Diluted Outstanding Shares

(1)

(19.85m) x Offer Price (US$93.50)

US$2,221m

EV

US$365m

Net Debt

(2)

(1)

Calculation

based

on

August

31

2009

(Q3)

disclosure:

19.04m

basic

shares

outstanding. 

Additional options dilution calculated based on 1.82m options outstanding with a weighted average strike price of $51.74

(2)

As

per

August

31

2009

(Q3)

disclosure,

includes

convertible

value

above

par

(1.29m effective shares underlying $96.3m par value 2.0% convertible based on an effective conversion price of $74.82)

(3)

IBES consensus estimate

st

st

EX-99.3

An Introduction

to Chattem

December 21, 2009

Exhibit 99.3

2

Forward Looking Statements

Non-GAAP Financial Measures

This presentation contains forward-looking statements within the meaning of the federal securities laws.

Statements that are not historical facts, including statements about our beliefs and expectations, are forward-

looking statements. Forward-looking statements include statements preceded by, followed by or that include the

words, “believes,”

“expects,”

“anticipates,”

“plans,”

“estimates”

or similar expressions. Examples of forward-looking

statements in this presentation include references to our announced transaction with sanofi-aventis. Forward-

looking statements are only predictions and are not guarantees of performance. These statements are based on

beliefs and assumptions of management, which in turn are based on currently available information. The forward-

looking statements also involve risks and uncertainties, which could cause actual results to differ materially from

those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict.

Important factors that could cause actual results to differ materially from those contained in any forward-looking

statement include, but are not limited to, the risk factors disclosed in our Annual Report on Form 10-K for the year

ended November 30, 2008, as added or revised by our subsequent Quarterly Reports on Form 10-Q, under the

caption “Risk Factors”

and unexpected delays or impediments to the announced transaction with sanofi-aventis.

We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on

any forward-looking statements, which are based on current expectations. Further, forward-looking statements

speak only as of the date they are made, and we undertake no obligation to update publicly any of these in light of

new information or future events.

Important additional information:

The tender offer described in this presentation has not yet commenced and this presentation is neither an offer to

purchase nor a solicitation of an offer to sell shares of Chattem. At the time the tender offer is commenced, River

Acquisition Corp. and sanofi-aventis will file a Tender Offer Statement on Schedule TO, containing an offer to

purchase,

form

of

letter

of

transmittal

and

related

tender

offer

documents,

with

the

U.S.

Securities

and

Exchange

Commission (the “SEC”) and Chattem will file a Solicitation/Recommendation Statement on Schedule 14D-9

relating to the tender offer with the SEC. Sanofi-aventis and Chattem intend to mail these documents to the

shareholders of Chattem. These documents will contain important information about the tender offer and

shareholders of Chattem are urged to read them carefully when they become available. Shareholders of Chattem

will

be

able

to

obtain

a

free

copy

of

these

documents,

when

they

become

available,

at

the

website

maintained

by

the SEC at www.sec.gov.

3

Corporate Mission

•

Achieve outstanding shareholder value through superior growth

in sales and profits

•

Develop innovative products and passionate marketing programs

to create enthusiastically satisfied customers

•

Provide a work environment that fosters teamwork, collaboration

and mutual respect

•

Make a difference in our community

The following principles guide us in this endeavor:

To be a leader in the U.S. Health & Beauty Care market by

continuing to strive for innovation and growth

4

The Chattem Difference

•

Diverse portfolio of leading OTC brands

•

Proven record of innovation and growth

•

Focused consumer-driven product development

•

Effective and efficient advertising and promotion strategy

•

Dedicated sales force

•

Internal manufacturing and purchasing operations

5

•

26 brands, 6 core brands

•

A total of 488 employees

–

Including 55 sales force,

34 R&D, 328 Industrials

and 24 non-U.S.

•

Headquartered in Chattanooga,

Tennessee

•

2 manufacturing plants in

Chattanooga and 1 site

under construction

•

Fiscal 2008 sales: $454.9m

(1)

Chattem is the Largest Pure Play                     

U.S. Consumer Healthcare Company

(1)

Fiscal year is from December 1st to November 30th

•

Focused marketer and manufacturer

of broad portfolio of consumer

healthcare brands

•

Founded in 1879 and 5

generation

family led

•

Management has overseen a

successful expansion strategy

•

Successful acquisition of 5 OTC

brands from J&J / Pfizer in 2007

•

95% of sales come from U.S.

At a glance…

th

6

Senior Management Team

•

Zan Guerry –

Chairman and Chief Executive Officer

•

Robert E. Bosworth –

President and Chief Operating Officer

•

Andrea M. Crouch –

Vice President, Brand Management

•

Joseph J. Czerwinski –

Vice President, Product Development

•

Ron Galante –

Vice President, International and New Business Development

•

Robert B. Long –

Vice President and Chief Financial Officer

•

B. Derrill Pitts –

Vice President, Operations

•

J. Blair Ramey –

Vice President, Marketing

•

Charles M. Stafford –

Vice President, Sales

•

John L. Stroud –

Vice President, Marketing

•

Theodore K. Whitfield, Jr. –

Vice President, General Counsel and Secretary

7

5.0%

4.2%

20.5%

33.4%

7.4%

9.7%

15.2%

4.5%

Chattem Has Leading Brands

in Many Consumer Healthcare Categories

Medicated Skin Care

Topical Pain

Care

Oral Care

Medicated Dandruff

Shampoos

Internal OTC’s

Other

OTC’s

International

Dietary

Supplements

Sales

by

Category

-

9M

2009:

$353m

(1)

(1)

9M:

from

December

1st,

2008

to

August

31st,

2009

EX-99.4

1

Sanofi-aventis:

A Global Leader in Healthcare

December 21, 2009

Exhibit 99.4

2

Forward-Looking Statements

This presentation contains forward-looking statements. Forward-looking statements are statements that are not historical facts.

These statements

include product development, product potential projections and estimates and their underlying assumptions, statements regarding plans, objectives,

intentions and expectations with respect to future events, operations, products and services, and statements regarding future performance. Forward-

looking statements are generally identified by the words “expects,”

“anticipates,”

“believes,”

“intends,”

“estimates,”

“plans”

and similar expressions.

Although sanofi-aventis management believes that the expectations reflected in such forward-looking statements are reasonable, investors are

cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and

generally beyond the control of sanofi-aventis, that could cause actual results and developments to differ materially from those expressed in, or

implied or projected by, the forward-looking information and statements. These risks and uncertainties include among other things, the uncertainties

inherent in research and development, future clinical data and analysis, including post marketing, decisions by regulatory authorities, such as the FDA

or the EMEA, regarding whether and when to approve any drug, device or biological application that may be filed for any such product candidates as

well

as

their

decisions

regarding

labelling

and

other

matters

that

could

affect

the

availability

or

commercial

potential

of

such

products

candidates,

the

absence of guarantee that the products candidates if approved will be commercially successful, the future approval and commercial success of

therapeutic alternatives as well as those discussed or identified in the public filings with the SEC and the AMF made by sanofi-aventis, including those

listed under “Risk Factors”

and “Cautionary Statement Regarding Forward-Looking Statements”

in Sanofi-aventis’

annual report on Form 20-F for the

year ended December 31, 2008. Other than as required by applicable law, sanofi-aventis does not undertake any obligation to update or revise any

forward-looking information or statements.

Important additional information:

The tender offer described in this presentation has not yet commenced and this presentation is neither an offer to purchase nor a solicitation of an

offer to sell shares of Chattem. At the time the tender offer is

commenced, River Acquisition Corp. and sanofi-aventis will file a Tender Offer Statement

on

Schedule

TO,

containing

an

offer

to

purchase,

form

of

letter

of

transmittal

and

related

tender

offer

documents,

with

the

U.S.

Securities

and

Exchange Commission (the “SEC”) and Chattem will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with

the SEC. Sanofi-aventis and Chattem intend to mail these documents to the shareholders of Chattem. These documents will contain important

information about the tender offer and shareholders of Chattem are urged to read them carefully when they become available. Shareholders of

Chattem will be able to obtain a free copy of these documents, when they become available, at the website maintained by the SEC at www.sec.gov.

3

Overview

Sanofi-aventis: one of the world’s leading healthcare companies

Researches, develops, manufactures and markets healthcare products,

including:

Pharmaceuticals (prescription medications, over-the-counter medications and

generics), vaccines and animal health

Strategy: to become a diversified global healthcare leader

Strategy built around three priorities to reach goals and ensure

sustainable growth:

Increasing innovation in R&D

Adapting our company to future challenges

Pursuing external growth opportunities

Global headquarters in Paris, France

U.S. headquarters in Bridgewater, NJ

4

At a Glance…

1

Unless

otherwise

stated,

all

sales

figures

correspond

to

FY

2008

sales;

growth

figures

are

stated

on

a

comparable

basis

as

defined

in

the

2008

Full-Year

Results

and

Outlook

release

of

February

11,

2009,

which

can

be

found

on

our

website:

www.sanofi-aventis.com.

2

Unless otherwise indicated, all data in this presentation are based on 2008 Full-Year Results and Outlook release of

February 11, 2009.

Presence in both traditional and emerging markets

Over 100,000 employees in more than 100 countries

Integrated sales force of approximately 33,500

Over 18,900 research staff at more than 25 R&D centers on three

continents

Net

sales

in

2008:

€27.6

bn

1

2008 investment in R&D: €4.6 bn

2

5

At a Glance…

Key Products:

Ambien®

CR (zolpidem tartrate

extended release) CIV

Eloxatin®

(oxaliplatin injection)

Fluzone®, Influenza Virus Vaccine

Lantus®

(insulin glargine [rDNA origin]

injection)

Lovenox®

(enoxaparin sodium

injection)

Multaq®

(dronedarone)

Plavix®

(clopidogrel bisulfate)

Sanofi Pasteur vaccines

Taxotere®

(docetaxel) Injection

Concentrate

Key Therapeutic areas:

Cardiovascular disease

Central nervous system

Internal medicine

Metabolic disorders

Oncology

Thrombosis

Vaccines

6

At a Glance…

Senior Management Team

Chris Viehbacher –

Chief Executive Officer

Hanspeter

Spek

–

President, Global Operations

Marc Cluzel –

Executive Vice President, Research & Development

Jerome Contamine –

Executive Vice President, Chief Financial Officer

Laurence Debroux –

Senior Vice President, Chief Strategic Officer

Karen Linehan –

Senior Vice President, Legal Affairs and General Counsel

Phillipe Luscan –

Senior Vice President, Industrial Affairs

Wayne Pisano –

Senior Vice President, Vaccines

Roberto Pucci –

Senior Vice President, Human Resources

OTC Products

Flagship OTC Brands

Sanofi-aventis has a strong and

growing presence in the global

OTC and consumer healthcare

markets

Ranked first in OTC sales in

France and Brazil, and fourth in

Italy, Russia and Mexico

The eight flagship OTC brands are

growing steadily

Four local OTC acquisitions made

over the past year:

15.2%

6.2%

4.0%

3.1%

4.4%

4.7%

4.8%

53.9%

3.6%

Others

NO-SPA

Australia

France

The Netherlands

Argentina

Sanofi-aventis U.S.

Note:

This

information

is

as

of

December

31,

2008

Headquarters in Bridgewater, NJ

15,000 employees across the U.S.

Led by Greg Irace, President and Chief Executive Officer

Operates four pharmaceutical research sites:

Bridgewater, NJ

Malvern, PA

Cambridge, MA

Tucson, AZ

Operates two distribution centers:

Atlanta, GA

Sparks, NV

Packaging services headquartered in St. Louis, MO

U.S. Headquarters

8