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