SC TO-T

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

GENZYME CORPORATION

(Name of Subject Company (Issuer))

GC MERGER CORP.

SANOFI-AVENTIS

(Offerors)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $0.01 par value

(Title of Class of Securities)

372917104

(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, NY 10153

(212) 310-8000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$18,351,638,353	$1,308,472

(1) Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding: (i) the product of (x) 254,839,847 (the number of shares of common stock of the subject company (“Shares”) issued and outstanding as of July 31, 2010) and (y) $69.00 (the per Share offer price); and (ii) the product of (x) 37,230,306 (the number of Shares issuable upon exercise of outstanding options, warrants and rights as of December 31, 2009) and (y) $20.62 (the difference between the $69.00 per Share offer price and $48.38, the weighted-average exercise price of such options, warrants and rights). The number of outstanding Shares is reported in the subject company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, and the number and weighted-average exercise price of the subject company’s options, warrants and rights is reported in the subject company’s Definitive Proxy Statement filed April 26, 2010.

(2) The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 by multiplying the transaction value by 0.00007130.

¨ 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: None	Filing Party: N/A
Form of Registration No.: N/A	Date Filed: N/A

¨ 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 is a final amendment reporting the results of the tender offer.  ¨

This Tender Offer Statement on Schedule TO (which, together with any amendments and supplements hereto, collectively constitute this “Schedule TO”) is filed by (i) GC Merger Corp., a Massachusetts corporation (the “Purchaser”), and a wholly-owned subsidiary of Sanofi-Aventis, a French société anonyme (“Parent”) and (ii) Parent. This Schedule TO relates to the offer (the “Offer”) by the Purchaser to purchase all of the outstanding shares of common stock, $0.01 par value per share (the “Shares”), of Genzyme Corporation, a Massachusetts corporation (“Genzyme”), at a purchase price of $69.00 per Share (the “Offer Price”) net to the sellers in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 4, 2010 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

Item 1. Summary Term Sheet.

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

Item 2. Subject Company Information.

(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Genzyme Corporation, a Massachusetts corporation. Genzyme’s principal executive offices are located at 500 Kendall Street, Cambridge, Massachusetts 02142. Genzyme’s telephone number at such address is (617) 252-7500.

(b) This Schedule TO relates to the outstanding shares of common stock, $0.01 par value per share, of Genzyme. There were (i) 254,839,847 shares of common stock of Genzyme issued and outstanding as of July 31, 2010, as reported in Genzyme’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 and (ii) outstanding options to purchase approximately 37,230,306 Shares of common stock of Genzyme as of December 31, 2009, as reported in Genzyme’s Definitive Proxy Statement filed April 26, 2010.

(c) The information set forth in the section in the Offer to Purchase entitled “Price Range of Shares; Dividends” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

This Schedule TO is filed by Parent and the Purchaser. The information set forth in the section of the Offer to Purchase entitled “Certain Information Concerning Parent, the Purchaser and Certain Related Persons” and in Schedule I is incorporated herein by reference.

Item 4. Terms of the Transaction.

The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “Certain Information Concerning Parent, the Purchaser and Certain Related Persons,” “Background of the Offer; Past Contacts or Negotiations with Genzyme” and “Purpose of the Offer; Plans for Genzyme; Statutory Requirements; Approval of the Proposed Merger; Appraisal Rights,” respectively, is incorporated herein by reference.

2

Item 6. Purposes of the Transaction and Plans or Proposals.

The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “Price Range of Shares; Dividends,” “Certain Effects of the Offer” and “Purpose of the Offer; Plans for Genzyme; Statutory Requirements; Approval of the Proposed Merger; Appraisal Rights,” respectively, is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet” and “Source and Amount of Funds,” respectively, is incorporated herein by reference. The Offer is not conditioned upon any financing arrangements.

Item 8. Interest in Securities of the Subject Company.

The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet” and “Certain Information Concerning Parent, the Purchaser and Certain Related Persons,” respectively, is incorporated herein by reference.

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

The information set forth in the section of the Offer to Purchase entitled “Fees and Expenses” is incorporated herein by reference.

Item 10. Financial Statements.

Not applicable.

Item 11. Additional Information.

(a)(1) The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning Parent, the Purchaser and Certain Related Persons,” “Background of the Offer; Past Contacts or Negotiations with Genzyme,” and “Purpose of the Offer; Plans for Genzyme; Statutory Requirements; Approval of the Proposed Merger; Appraisal Rights,” respectively, is incorporated herein by reference.

(a)(2) The information set forth in the sections of the Offer to Purchase entitled “Purpose of the Offer; Plans for Genzyme; Statutory Requirements; Approval of the Proposed Merger; Appraisal Rights,” “Certain Conditions of the Offer” and “Certain Legal Matters; Regulatory Approvals,” respectively, is incorporated herein by reference.

(a)(3) The information set forth in the sections of the Offer to Purchase entitled “Certain Conditions of the Offer” and “Certain Legal Matters; Regulatory Approvals,” respectively, is incorporated herein by reference.

(a)(4) The information set forth in the section of the Offer to Purchase entitled “Certain Effects of the Offer” is incorporated herein by reference.

(a)(5) The information set forth in the section of the Offer to Purchase entitled “Certain Legal Matters; Regulatory Approvals,” is incorporated herein by reference.

(b) The information set forth in the Offer to Purchase is incorporated herein by reference.

3

Item 12. Exhibits.

Exhibit	Exhibit Name
(a)(1)(A)	Offer to Purchase dated October 4, 2010.*
(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)	Form of Summary Advertisement as published on October 4, 2010 in The Wall Street Journal.
(a)(5)(A)	Press Release issued by Sanofi-Aventis on October 4, 2010.
(a)(5)(B)	English Translation of Summary Description of the Offer’s Main Terms and Conditions published in France by Sanofi-Aventis on October 4, 2010.
(b)(A)	Facilities Agreement, dated October 2, 2010, by and among Sanofi-Aventis, BNP Paribas, J.P. Morgan plc and Société Générale Corporate & Investment Banking acting as Initial Mandated Lead Arrangers, Société Générale acting as Facilities Agent, the Companies listed as Additional Borrowers thereto and the Financial Institutions included as Lenders therein.
(d)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Included in mailing to shareholders.

Item 13. Information required by Schedule 13E-3.

Not applicable.

4

SIGNATURE

After due inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

SANOFI-AVENTIS
By:	/S/    CHRISTOPHER VIEHBACHER
Name:	Christopher Viehbacher
Title:	Chief Executive Officer

GC MERGER CORP.
By:	/S/    KAREN LINEHAN
Name:	Karen Linehan
Title:	Authorized Signatory

Date: October 4, 2010

5

Exhibit	Exhibit Name
(a)(1)(A)	Offer to Purchase dated October 4, 2010.*
(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)	Form of Summary Advertisement as published on October 4, 2010 in The Wall Street Journal.
(a)(5)(A)	Press Release issued by Sanofi-Aventis on October 4, 2010.
(a)(5)(B)	English Translation of Summary Description of the Offer’s Main Terms and Conditions published in France by Sanofi-Aventis on October 4, 2010.
(b)(A)	Facilities Agreement, dated October 2, 2010, by and among Sanofi-Aventis, BNP Paribas, J.P. Morgan plc and Société Générale Corporate & Investment Banking acting as Initial Mandated Lead Arrangers, Société Générale acting as Facilities Agent, the Companies listed as Additional Borrowers thereto and the Financial Institutions included as Lenders therein.
(d)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Included in mailing to shareholders.

6

EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

Offer To Purchase For Cash

All Outstanding Shares of Common Stock

of

GENZYME CORPORATION

at

$69.00 NET PER SHARE

by

GC MERGER CORP.

a wholly-owned subsidiary of

SANOFI-AVENTIS

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,

NEW YORK CITY TIME, ON FRIDAY, DECEMBER 10, 2010, UNLESS

THE OFFER IS EXTENDED.

GC Merger Corp., a Massachusetts corporation (the “Purchaser”) and a wholly-owned subsidiary of Sanofi-Aventis, a French société anonyme (“Parent”), is offering to purchase all of the outstanding shares of common stock, $0.01 par value per share (the “Shares”), of Genzyme Corporation, a Massachusetts corporation (“Genzyme”), at a purchase price of $69.00 per Share (the “Offer Price”), net to the sellers in cash, without interest thereon and subject to any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchase, each as may be amended or supplemented from time to time, collectively constitute the “Offer”).

The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn before the expiration of the Offer a number of Shares, which, together with the Shares then owned by Parent and its subsidiaries (including the Purchaser), represents at least a majority of the total number of Shares outstanding on a fully diluted basis, (ii) Genzyme’s Board of Directors having approved the Offer and the merger described herein (the “Proposed Merger”) such that, or we are otherwise satisfied in our sole discretion that, the restrictions on business combinations with interested shareholders set forth in Chapter 110F of the General Laws of Massachusetts and any other applicable anti-takeover laws are inapplicable to the Offer and the Proposed Merger, (iii) the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase of Shares under this Offer having expired or been terminated as described herein, and any other approvals or notifications under applicable foreign antitrust, competition or merger control laws applicable to the purchase of Shares under this Offer having been obtained or made as described herein and (iv) Genzyme not having entered into or effectuated any agreement or transaction with any person or entity having the effect of impairing the Purchaser’s or Parent’s ability to acquire Genzyme or otherwise diminishing the expected value to Parent of the acquisition of Genzyme.

Parent and the Purchaser are seeking to negotiate a business combination with Genzyme. Subject to applicable law, Parent and the Purchaser reserve the right to amend the Offer (including amending the number of Shares to be purchased, the Offer Price and the consideration to be offered in the Proposed Merger), including upon entering into a merger agreement with Genzyme, or to negotiate a merger agreement with Genzyme not involving a tender offer pursuant to which the Purchaser would terminate the Offer and the Shares would, upon consummation of such merger, be converted into the consideration negotiated by Parent, the Purchaser and Genzyme.

Neither this Offer to Purchase nor the Offer constitutes a solicitation of proxies in connection with any potential Proxy Solicitation (as defined in the Offer to Purchase) or otherwise. Any such solicitation will be made only pursuant to separate proxy solicitation materials complying with the requirements of the rules and regulations of the Securities and Exchange Commission.

This transaction has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission, nor has the Securities and Exchange Commission or any state securities commission passed upon the fairness or merits of this transaction or upon the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offense.

A summary of the principal terms of the Offer appears on pages S-i through S-vi. You should carefully read this entire Offer, including the Offer to Purchase and the Letter of Transmittal, before deciding whether to tender your Shares in the Offer.

The Information Agent for the Offer is:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or

(800) 322-2885 (Toll Free)

Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

(877) 371-5947

October 4, 2010

IMPORTANT

If you wish to tender all or a portion of your Shares in the Offer, you should either (i) complete and sign the letter of transmittal (or a facsimile thereof) that accompanies this Offer to Purchase (the “Letter of Transmittal”) in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal and all other required documents to the Depositary (as defined herein) together with certificates representing the Shares tendered or follow the procedure for book-entry transfer set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares” or (ii) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If you hold Shares in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that institution in order to tender your Shares.

If you wish to tender Shares and cannot deliver certificates representing such Shares and all other required documents to the Depositary on or prior to the Expiration Date (as defined herein) or you cannot comply with the procedures for book-entry transfer on a timely basis, you may tender your Shares by following the guaranteed delivery procedures described in Section 3 – “Procedures for Accepting the Offer and Tendering Shares.”

Questions and requests for assistance should be directed to the Information Agent (as defined herein) or the Dealer Manager (as defined herein) at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and other materials related to the Offer may also be obtained at our expense from the Information Agent or the Dealer Manager. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other material related to the Offer may be found at http://www.sec.gov.

TABLE OF CONTENTS

			Page
SUMMARY TERM SHEET			S-i
INTRODUCTION			1
THE TENDER OFFER			3
	1.	Terms of the Offer	3
	2.	Acceptance for Payment and Payment for Shares	4
	3.	Procedures for Accepting the Offer and Tendering Shares	5
	4.	Withdrawal Rights	8
	5.	Certain United States Federal Income Tax Consequences	8
	6.	Price Range of Shares; Dividends	10
	7.	Certain Information Concerning Genzyme	10
	8.	Certain Information Concerning Parent, the Purchaser and Certain Related Persons	11
	9.	Source and Amount of Funds	12
	10.	Background of the Offer; Past Contacts or Negotiations with Genzyme	13
	11.	Purpose of the Offer; Plans for Genzyme; Statutory Requirements; Approval of the Proposed Merger; Appraisal Rights	23
	12.	Certain Effects of the Offer	27
	13.	Dividends and Distributions	29
	14.	Certain Conditions of the Offer	29
	15.	Certain Legal Matters; Regulatory Approvals	32
	16.	Fees and Expenses	38
	17.	Miscellaneous	38
SCHEDULE I: Directors and Executive Officers of the Purchaser and Parent			I-1

i

SUMMARY TERM SHEET

The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery. You are urged to read carefully the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery in their entirety. Parent and the Purchaser have included cross-references in this summary term sheet to other sections of the Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning Genzyme contained herein and elsewhere in the Offer to Purchase has been taken from or is based upon publicly available documents or records of Genzyme on file with the United States Securities and Exchange Commission (the “SEC”) or other public sources at the time of the Offer. Parent and the Purchaser have not independently verified the accuracy and completeness of such information. Parent and the Purchaser have no knowledge that would indicate that any statements contained herein relating to Genzyme taken from or based upon such documents and records filed with the SEC are untrue or incomplete in any material respect.

Securities Sought:	All of the issued and outstanding shares of common stock, $0.01 par value per share, of Genzyme Corporation
Price Offered Per Share:	$69.00 in cash, without interest thereon and subject to any required withholding taxes.
Scheduled Expiration of Offer:	11:59 p.m., New York City time, on Friday, December 10, 2010, unless the Offer is otherwise extended. See Section 1 – “Terms of the Offer.”
Purchaser:	GC Merger Corp., a wholly-owned subsidiary of Sanofi-Aventis, a French société anonyme.

Who is offering to buy my securities?

We are GC Merger Corp., a Massachusetts corporation, formed for the purpose of making this Offer. We are a wholly-owned subsidiary of Sanofi-Aventis, a French société anonyme (“Parent”). Parent is a diversified global healthcare leader focused on patient needs. It has six growth platforms: emerging markets, human vaccines, consumer healthcare, diabetes treatment, innovative pharmaceutical products and animal health.

Unless the context indicates otherwise, in this Offer to Purchase, we use the terms “us,” “we” and “our” to refer to GC Merger Corp. and, where appropriate, Parent. We use the term “Parent” to refer to Parent alone, the term the “Purchaser” to refer to GC Merger Corp. alone and the terms “Genzyme” or the “Company” to refer to Genzyme.

See the “Introduction” to this Offer to Purchase and Section 8 – “Certain Information Concerning Parent, the Purchaser and Certain Related Persons.”

What are the classes and amounts of securities sought in the Offer?

We are offering to purchase all of the outstanding shares of common stock, $0.01 par value per share, of Genzyme on the terms and subject to the conditions set forth in this Offer to Purchase. Unless the context otherwise requires, in this Offer to Purchase we use the term “Offer” to refer to this offer and the term “Shares” to refer to shares of Genzyme common stock that are the subject of the Offer.

See the “Introduction” to this Offer to Purchase and Section 1 – “Terms of the Offer.”

S-i

How much are you offering to pay? What is the form of payment? Will I have to pay any fees or commissions?

We are offering to pay $69.00 per Share net to you, in cash, without interest and subject to any required withholding taxes. We refer to this amount as the “Offer Price.” If you are the record owner of your Shares and you directly tender your Shares to us in the Offer, you will not have to pay brokerage fees or similar expenses. If you own your Shares through a broker, banker or other nominee, and your broker tenders your Shares on your behalf, your broker, banker or other nominee may charge you a fee for doing so. You should consult your broker, banker or other nominee to determine whether any charges will apply.

See the “Introduction” to this Offer to Purchase.

Why are you making the Offer?

We are making the Offer because we want to acquire control of, and ultimately all of the common stock of, Genzyme. If the Offer is consummated, Parent intends, as soon as practicable after consummation of the Offer, to have us, or another direct or indirect wholly-owned subsidiary of Parent, consummate a second-step merger (the “Proposed Merger”) with Genzyme pursuant to which each then outstanding Share (other than Shares held by Parent and its subsidiaries, Shares held in the treasury of the Company, Shares held by any subsidiaries of Genzyme and any Shares held by Genzyme’s shareholders who perfect appraisal rights, if available) would be converted into the right to receive an amount in cash per Share equal to the highest price per Share paid by us pursuant to the Offer, without interest (and less any applicable withholding taxes). Upon consummation of the Proposed Merger, the Company would be a direct or indirect, wholly-owned subsidiary of Parent.

See Section 11 – “Purpose of the Offer; Plans for Genzyme; Statutory Requirements; Approval of the Proposed Merger; Appraisal Rights.”

Do you have the financial resources to make payment?

Yes. The Purchaser estimates that it will need approximately $19 billion to purchase all of the Shares pursuant to the Offer, to make payments in respect of outstanding in-the-money options, to fund amounts that may become payable under Genzyme’s senior notes, its existing credit facility and to consummate the Proposed Merger, plus related fees and expenses. Parent has entered into a facilities agreement with BNP Paribas, J.P. Morgan plc and Société Générale Corporate and Investment Banking pursuant to which such credit institutions have committed to provide term loan credit facilities to Parent in the aggregate amount of up to $15 billion. Parent expects to contribute or otherwise advance funds to enable us to consummate the Offer. Parent expects, based upon the combination of internally available cash and borrowings under the term loan credit facilities and/or other available committed credit facilities and/or the issue of debt securities in various debt capital markets, to have sufficient cash on hand at the expiration of the Offer to pay the Offer Price for all Shares in the Offer.

The Offer is not conditioned upon any financing arrangements.

See Section 9 – “Source and Amount of Funds.”

Is your financial condition relevant to my decision to tender my Shares in the Offer?

No. The Purchaser does not believe that its financial condition is relevant to a decision by the holders of Shares whether to tender Shares and accept the Offer because: the Offer is being made for all outstanding Shares solely for cash; the Purchaser, through Parent, will have sufficient funds available to purchase all Shares successfully tendered in the Offer in light of Parent’s financial capacity in relation to the amount of consideration payable; the Offer is not subject to any financing condition; and if the Purchaser consummates the Offer, it expects to acquire any remaining Shares for the same cash price in the Proposed Merger.

See Section 9 – “Source and Amount of Funds.”

S-ii

How long do I have to decide whether to tender my Shares in the Offer?

You will have until 11:59 p.m., New York City time, on Friday, December 10, 2010, to tender your Shares in the Offer, unless we extend the Offer. In addition, if we decide to provide a subsequent offering period for the Offer as described below, you will have an additional opportunity to tender your Shares. We do not currently intend to provide a subsequent offering period, although we reserve the right to do so.

If you cannot deliver everything required to make a valid tender by that time, you may still participate in the Offer by using the guaranteed delivery procedure that is described later in this Offer to Purchase prior to that time.

See Section 1 – “Terms of the Offer” and Section 3 – “Procedures for Accepting the Offer and Tendering Shares.”

Can the Offer be extended and under what circumstances?

Yes. We may, in our sole discretion, extend the Offer at any time or from time to time. We might extend, for instance, if any of the conditions specified in Section 14 – “Certain Conditions of the Offer” are not satisfied. If we decide to extend the Offer, or if we decide to provide for a subsequent offering period, we will inform Computershare Trust Company, N.A., which is the depositary for the Offer (the “Depositary”), of that fact and will make a public announcement of the extension, no later than 9:00 a.m. New York City time, on the next business day after the date the Offer was scheduled to expire.

See Section 1 – “Terms of the Offer.”

How will I be notified if the Offer is extended?

If we extend the Offer, we will inform the Depositary of any extension and will issue a press release announcing the extension not later than 9:00 a.m., New York City time, on the next business day after the day on which the Offer was scheduled to expire.

If we elect to provide a subsequent offering period, a public announcement of such determination will be made no later than 9:00 a.m., New York City time, on the next business day following the Expiration Date.

See Section 1 – “Terms of the Offer.”

Do you intend to undertake a proxy solicitation to replace some or all of Genzyme’s directors with your nominees for directors?

We may nominate, and solicit proxies for the election of, a slate of nominees for election at Genzyme’s 2011 annual meeting (the “Proxy Solicitation”). Neither this Offer to Purchase nor the Offer constitutes a solicitation of proxies in connection with the Proxy Solicitation or otherwise. Any such solicitation (including the Proxy Solicitation) will be made only pursuant to separate proxy solicitation materials complying with the requirements of the rules and regulations of the SEC.

What are the most significant conditions to the Offer?

The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn before the expiration of the Offer a number of Shares, which, together with the Shares then owned by Parent and its subsidiaries (including the Purchaser), represents at least a majority of the total number of Shares outstanding

S-iii

on a fully diluted basis, (ii) Genzyme’s Board of Directors having approved the Offer and the Proposed Merger such that, or we are otherwise satisfied in our sole discretion that, the restrictions on business combinations with interested shareholders set forth in Chapter 110F of the General Laws of Massachusetts and any other applicable anti-takeover laws are inapplicable to the Offer and the Proposed Merger, (iii) the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase of Shares under this Offer having expired or been terminated as described herein, and any other approvals or notifications under applicable foreign antitrust, competition or merger control laws applicable to the purchase of Shares under this Offer having been obtained or made as described herein and (iv) Genzyme not having entered into or effectuated any agreement or transaction with any person or entity having the effect of impairing the Purchaser’s or Parent’s ability to acquire Genzyme or otherwise diminishing the expected value to Parent of the acquisition of Genzyme.

These and other conditions to our obligation to purchase Shares tendered in the Offer are described in greater detail in “Introduction” and in Section 14 – “Certain Conditions of the Offer.”

How do I tender my Shares?

If you hold your Shares directly as the registered owner, you can tender your Shares in the Offer by delivering the certificates representing your Shares, together with a completed and signed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary, not later than the date and time the Offer expires. The Letter of Transmittal is enclosed with this Offer to Purchase.

If you hold your Shares in street name through a broker, dealer, commercial bank, trust company or other nominee, the institution that holds your Shares can tender your Shares on your behalf, and may be able to tender your Shares through the Depositary. You should contact the institution that holds your Shares for more details.

If you are unable to deliver everything that is required to tender your Shares to the Depositary by the expiration of the Offer, you may obtain a limited amount of additional time by having a broker, a bank or another fiduciary that is an eligible institution guarantee that the missing items will be received by the Depositary by using the enclosed Notice of Guaranteed Delivery. To validly tender Shares in this manner, however, the Depositary must receive the missing items within the time period specified in the notice.

See Section 3 – “Procedures for Accepting the Offer and Tendering Shares.”

Until what time may I withdraw previously tendered Shares?

You may withdraw your previously tendered Shares at any time until the Offer has expired. In addition, if we have not accepted your Shares for payment by December 2, 2010, you may withdraw them at any time after that date until we accept Shares for payment. This right to withdraw will not, however, apply to Shares tendered in any subsequent offering period, if one is provided. See Section 4 – “Withdrawal Rights.”

How do I withdraw previously tendered Shares?

To withdraw previously tendered Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary while you still have the right to withdraw Shares. If you tendered Shares by giving instructions to a broker, banker or other nominee, you must instruct the broker, banker or other nominee to arrange for the withdrawal of your Shares. See Section 4 – “Withdrawal Rights.”

What does Genzyme’s Board of Directors think of the Offer?

The Board of Directors of Genzyme rejected an earlier proposal by us to acquire all outstanding Shares for $69.00 per Share in cash and declined to engage in meaningful discussions regarding our proposal and interest in a transaction. The Board of Directors of Genzyme has not approved the Offer. Within ten business days after the

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date of this Offer to Purchase, Genzyme is required by law to publish, send or give to you (and file with the SEC) a statement as to whether it recommends acceptance or rejection of the Offer, that it has no opinion with respect to the Offer or that it is unable to take a position with respect to the Offer. See Section 10 – “Background of the Offer; Past Contacts or Negotiations with Genzyme.”

If I decide not to tender, how will the Offer affect my Shares?

If, pursuant to the Offer, we accept for payment and pay for at least that number of Shares that, when added to Shares then owned by Parent or any of its subsidiaries, shall constitute a majority of the outstanding Shares on a fully diluted basis, we currently intend, as soon as practicable after consummation of the Offer, to seek to have Genzyme consummate the Proposed Merger or other similar business combination with us or another subsidiary of Parent, pursuant to which each then outstanding Share not owned by Parent or us (or our respective subsidiaries) would be converted into the right to receive an amount in cash equal to the highest price per Share paid in the Offer.

Therefore, if the Offer and the Proposed Merger are consummated, the only difference to you between tendering your Shares and not tendering your Shares in the Offer is that you will be paid earlier if you tender your Shares in the Offer. However, if the Offer is consummated, but the Proposed Merger is not consummated, the number of Genzyme shareholders and the number of Shares that are still in the hands of the public may be so small that there will no longer be an active public trading market (or, possibly, there may not be any public trading market) for the Shares. Also, as described below, Genzyme may cease making filings with the SEC or otherwise may not be required to comply with the rules relating to publicly held companies.

See the “Introduction” to this Offer to Purchase and Section 12 – “Certain Effects of the Offer.”

If a majority of the Shares are tendered and accepted for payment, will Genzyme continue as a public company?

If the Proposed Merger takes place, Genzyme will no longer be publicly owned. Even if the Proposed Merger does not take place, if we purchase all the tendered Shares, there may be so few remaining shareholders and publicly held Shares that the Shares will no longer be eligible to be traded on a securities exchange, there may not be a public trading market for the Shares, and Genzyme may cease making filings with the SEC or otherwise cease being required to comply with the SEC rules relating to publicly-held companies.

See Section 12 – “Certain Effects of the Offer.”

What is the market value of my Shares as of a recent date?

On October 1, 2010, the last full day of trading before the commencement of the Offer, the reported closing sales price of the Shares on Nasdaq was $70.88 per Share. The Offer Price represents a premium of 38% over the share price of $49.86 on July 1, 2010, the day prior to press speculation regarding Sanofi-Aventis’s plans to acquire a significant U.S. biotech company. We encourage you to obtain a recent quotation for Shares of Genzyme common stock in deciding whether to tender your Shares.

See Section 6 – “Price Range of Shares.”

Will I have appraisal rights in connection with the Offer or the Proposed Merger?

You do not have appraisal rights as a result of the Offer.

Moreover, you may not have appraisal rights if the Proposed Merger is consummated following consummation of the Offer. Section 13.02(a)(1) of the Massachusetts Business Corporation Act (the “MBCA”)

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generally provides that shareholders of a Massachusetts corporation are entitled to appraisal rights in the event of a merger, but contains an exception for transactions where cash is the sole consideration received by the shareholders and certain other conditions are met. At the time of the Proposed Merger, the Genzyme Board of Directors will determine whether it believes such exception applies. In addition, Section 13.02 of the MBCA has not yet been the subject of judicial interpretation. In the event of the Proposed Merger, any Genzyme shareholder believing it is entitled to appraisal rights and wishing to preserve such rights should carefully review Sections 13.01 through 13.31 of Part 13 of the MBCA, which set forth the procedures to be complied with in perfecting any such rights. Failure to strictly comply with the procedures set forth in Part 13 of the MBCA may result in the loss of any appraisal rights to which such shareholder otherwise may be entitled. In light of the complexity of Part 13 of the MBCA, any Genzyme shareholders wishing to pursue appraisal rights with respect to the Proposed Merger should consult their legal advisors.

See Section 11 – “Purpose of the Offer; Plans for Genzyme; Statutory Requirements; Approval of the Proposed Merger; Appraisal Rights.”

What are the material United States federal income tax consequences of tendering Shares pursuant to the Offer or receiving cash pursuant to the Proposed Merger?

The receipt of cash in exchange for your Shares in the Offer or the Proposed Merger will generally be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. You will generally recognize gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Proposed Merger. This gain or loss will be a capital gain or loss if you hold your Shares as capital assets at the time of the sale or exchange. Certain limitations apply to the use of any capital losses. See Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer.

We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Proposed Merger.

Who should I call if I have questions about the Offer?

You may call MacKenzie Partners, Inc., the information agent for the Offer (the “Information Agent”), at (800) 322-2885 (Toll Free) or (212) 929-5500 (Collect). See the back cover of this Offer to Purchase for additional contact information.

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To the Holders of Shares of

Common Stock of Genzyme Corporation:

INTRODUCTION

We, GC Merger Corp., a Massachusetts corporation (the “Purchaser”) and a wholly-owned subsidiary of Sanofi-Aventis, a French société anonyme (“Parent”), are offering to purchase for cash all outstanding shares of common stock, $0.01 par value per share (the “Shares”), of Genzyme Corporation, a Massachusetts corporation (“Genzyme” or the “Company”), at a price of $69.00 per Share (the “Offer Price”), net to the sellers in cash, without interest thereon and subject to any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which collectively, as each may be amended or supplemented from time to time, constitute the “Offer”).

Tendering shareholders who are record owners of their Shares and who tender directly to Computershare Trust Company, N.A. (the “Depositary”) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by the Purchaser pursuant to the Offer. Shareholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions.

We will pay all charges and expenses of J.P. Morgan Securities LLC (the “Dealer Manager”), the Depositary and MacKenzie Partners, Inc. (the “Information Agent”) incurred in connection with their services in such capacities in connection with the Offer. See Section 16 – “Fees and Expenses.”

The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn before the expiration of the Offer a number of Shares, which, together with the Shares then owned by Parent and its subsidiaries (including the Purchaser), represents at least a majority of the total number of Shares outstanding on a fully diluted basis (the “Minimum Condition”), (ii) Genzyme’s Board of Directors having approved the Offer and the merger described herein (the “Proposed Merger”) such that, or we are otherwise satisfied in our sole discretion that, the restrictions on business combinations with interested shareholders set forth in Chapter 110F of the General Laws of Massachusetts and any other applicable anti-takeover laws are inapplicable to the Offer and the Proposed Merger (the “Chapter 110F Condition”), (iii) the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase of Shares under this Offer having expired or been terminated as described herein, and any other approvals or notifications under applicable foreign antitrust, competition or merger control laws applicable to the purchase of Shares under this Offer having been obtained or made as described herein (the “Regulatory Condition”) and (iv) Genzyme not having entered into or effectuated any agreement or transaction with any person or entity having the effect of impairing the Purchaser’s or Parent’s ability to acquire Genzyme or otherwise diminishing the expected value to Parent of the acquisition of Genzyme (the “Impairment Condition”).

As of the date of this Offer to Purchase, Parent beneficially owns 100 Shares, representing a de minimis percentage of the outstanding Shares as of the date of this Offer to Purchase. There were (i) 254,839,847 Shares issued and outstanding as of July 31, 2010, as reported in Genzyme’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 and (ii) outstanding options to purchase approximately 37,230,306 Shares as of December 31, 2009, as reported in Genzyme’s Definitive Proxy Statement filed April 26, 2010. For purposes of the Offer, “fully diluted basis” assumes that all outstanding stock options are presently exercisable.

The purpose of the Offer is for Parent, through the Purchaser, to acquire control of, and the entire equity interest in, Genzyme. We currently intend, as soon as practicable after consummation of the Offer, to seek to have Genzyme consummate the Proposed Merger, pursuant to which each then outstanding Share not owned by Parent or the Purchaser (or their subsidiaries) would be converted into the right to receive an amount in cash equal to the highest price per Share paid in the Offer. Following the Proposed Merger, we intend that Genzyme would become a global center for excellence for Parent in rare diseases and further increase our presence in the

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greater Boston area. Parent will continue to evaluate the business and operations of Genzyme during the pendency of the Offer and after the consummation of the Offer and the Proposed Merger and will take such actions as it deems appropriate under the circumstances then existing. Thereafter, Parent intends to review such information as part of a comprehensive review of Genzyme’s business, operations, capitalization and management with a view to optimizing development of Genzyme’s potential in conjunction with Parent’s business. See Section 11 – “Purpose of the Offer; Plans for Genzyme; Statutory Requirements; Approval of the Proposed Merger; Appraisal Rights.”

Parent and the Purchaser are seeking to negotiate a business combination with Genzyme. Subject to applicable law, Parent and the Purchaser reserve the right to amend the Offer (including amending the number of Shares to be purchased, the Offer Price and the consideration to be offered in the Proposed Merger), including upon entering into a merger agreement with Genzyme, or to negotiate a merger agreement with Genzyme not involving a tender offer pursuant to which the Purchaser would terminate the Offer and the Shares would, upon consummation of such merger, be converted into the consideration negotiated by Parent, the Purchaser and Genzyme.

We may nominate, and solicit proxies for the election of, a slate of nominees (the “Nominees”) for election at Genzyme’s 2011 annual meeting (the “Proxy Solicitation”).

Whether or not we propose a merger or other similar business combination with Genzyme and, if we propose Nominees for election at Genzyme’s 2011 annual meeting, whether or not our Nominees are elected at Genzyme’s annual meeting, we currently intend, as soon as practicable after consummation of the Offer, to seek maximum representation on the Genzyme Board. We intend, promptly after the consummation of the Offer, to request that some or all of the current members of the Genzyme Board resign and that our designees be elected to fill the vacancies so created. Should such request be refused, we intend to take such action as may be necessary and lawful to secure control of the Genzyme Board. We reserve the right to seek to call a special meeting of Genzyme’s shareholders in order to act on proposals to be determined.

If we propose Nominees for election at Genzyme’s 2011 annual meeting,we expect that our Nominees and designees, subject to their fiduciary duties under applicable law, would cause the Genzyme Board to:

• approve the Offer and the Proposed Merger, or otherwise act to satisfy the Chapter 110F Condition; and

• take any other actions necessary to cause the Proposed Merger to be consummated.

Neither this Offer to Purchase nor the Offer constitutes a solicitation of proxies in connection with a Proxy Solicitation or otherwise. Any such solicitation will be made only pursuant to separate proxy solicitation materials complying with the requirements of the rules and regulations of the Securities and Exchange Commission (the “SEC”).

No appraisal rights are available in connection with the Offer; however, shareholders may have appraisal rights, if properly exercised under the General Laws of Massachusetts, in connection with the Proposed Merger. See Section 11 – “Purpose of the Offer; Plans for the Company; Statutory Requirements; Approval of the Proposed Merger; Appraisal Rights.”

In the event the Offer is terminated or not consummated, or after the expiration of the Offer and pending the consummation of the Proposed Merger, we may purchase additional Shares not tendered in the Offer. Such purchases may be made in the open market or through privately negotiated transactions, tender offers or otherwise. Any such purchases may be on the same terms as, or on terms more or less favorable to shareholders than, the terms of the Offer. Any possible future purchases by us will depend on many factors, including the results of the Offer, our business and financial position and general economic and market conditions.

This Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.

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THE TENDER OFFER

1. Terms of the Offer.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn as permitted under Section 4 – “Withdrawal Rights.” The term “Expiration Date” means 11:59 p.m., New York City time, on Friday, December 10, 2010, unless we extend the period during which the Offer is open, in which event the term “Expiration Date” means the latest time and date at which the Offer, as so extended, expires.

The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition, the Chapter 110F Condition, the Regulatory Condition, the Impairment Condition and the other conditions described in Section 14 – “Certain Conditions of the Offer.” If any such condition is not satisfied, we may (i) terminate the Offer and return all tendered Shares to tendering shareholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4 – “Withdrawal Rights,” retain all such Shares until the expiration of the Offer as so extended, (iii) waive such condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered prior to the Expiration Date and not withdrawn or (iv) delay acceptance for payment or payment for Shares, subject to applicable law, until satisfaction or waiver of the conditions to the Offer.

If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described herein under Section 4 – “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), which requires us to pay the consideration offered or return the securities deposited by or on behalf of shareholders promptly after the termination or withdrawal of the Offer.

Except as set forth above, and subject to the applicable rules and regulations of the SEC, we expressly reserve the right to waive any condition to the Offer, increase the Offer Price and/or modify the other terms and conditions of the Offer. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which we may choose to make any public announcement, we currently intend to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC.

If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. In the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to shareholders, and with respect to a change in price or a change in percentage of securities sought, a minimum 10 business day period generally is required to allow for adequate dissemination to shareholders and investor response.

If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all shareholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration.

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We expressly reserve the right, in our sole discretion, subject to the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the expiration of the Offer, any of the conditions to the Offer have not been satisfied or waived or upon the occurrence of any of the events set forth in Section 14 – “Certain Conditions of the Offer.”

After the expiration of the Offer and acceptance for payment of the Shares validly tendered in, and not validly withdrawn from, the Offer, we may decide to commence a subsequent offering period. A subsequent offering period, if included, will be an additional period of between three and 20 business days beginning on the next business day following the Expiration Date, during which any remaining shareholders may tender, but not withdraw, their Shares and receive the Offer Price. If we provide a subsequent offering period, we will accept for payment and promptly pay for all Shares that were validly tendered during the initial offering period.

During a subsequent offering period, tendering shareholders will not have withdrawal rights, and we will accept and pay for any Shares validly tendered during the subsequent offering period.

We do not currently intend to provide a subsequent offering period for the Offer, although we reserve the right to do so. If we elect to provide or extend any subsequent offering period, a public announcement of such inclusion or extension will be made no later than 9:00 a.m., New York City time, on the next business day following the Expiration Date or date of termination of any subsequent offering period.

A request is being made to Genzyme for use of its shareholder lists and security position listings for the purpose of disseminating the Offer to shareholders. Upon compliance by the Company with this request, this Offer to Purchase, the Letter of Transmittal and all other relevant materials will be mailed by us or by the Information Agent to record holders of Shares and will be furnished to brokers, dealers, banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the Company’s shareholders lists, or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares by the Purchaser. Alternatively, if the Company so elects, the materials will be mailed to shareholders by the Company. A request is also being made to the Company pursuant to Section 16.02 of the Massachusetts Business Corporation Act for a list of the Company’s shareholders and to inspect the Company’s stock ledger.

2. Acceptance for Payment and Payment for Shares.

Subject to the satisfaction or waiver of all the conditions to the Offer set forth in Section 14 – “Certain Conditions of the Offer,” we will accept for payment and promptly pay for Shares validly tendered and not validly withdrawn pursuant to the Offer on or after the Expiration Date. If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares validly tendered during such subsequent offering period, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act and any applicable foreign antitrust, competition or merger control laws. See Section 15 – “Certain Legal Matters; Regulatory Approvals.”

In all cases, we will pay for Shares accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

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The term “Agent’s Message” means a message, transmitted by DTC to and received by the Depositary and forming a part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Purchaser may enforce such agreement against such participant.

For purposes of the Offer, we will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn as, if and when we give oral or written notice to the Depositary of our acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price for such Shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payments from us and transmitting such payments to tendering shareholders whose Shares have been accepted for payment. If we extend the Offer, are delayed in our acceptance for payment of Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described herein under Section 4 – “Withdrawal Rights” and as otherwise required by Rule 14e-1(c) under the Exchange Act. Under no circumstances will we pay interest on the purchase price for Shares by reason of any extension of the Offer or any delay in making such payment.

If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if Share Certificates are submitted evidencing more Shares than are tendered, then Share Certificates evidencing unpurchased Shares will be returned, without expense to the tendering shareholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedure set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” such Shares will be credited to an account maintained at DTC), as promptly as practicable following the expiration or termination of the Offer.

3. Procedures for Accepting the Offer and Tendering Shares.

Valid Tenders. In order for a shareholder validly to tender Shares pursuant to the Offer, either (i) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (A) the Share Certificates evidencing tendered Shares must be received by the Depositary at such address or (B) such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date, or (ii) the tendering shareholder must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery.”

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedure described below under “Guaranteed Delivery.” Delivery of documents to DTC does not constitute delivery to the Depositary.

Signature Guarantees. No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any

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participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate evidencing Shares not accepted for payment or not tendered is to be issued in, the name(s) of a person other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to the Offer and the Share Certificates evidencing such shareholder’s Shares are not immediately available or such shareholder cannot deliver the Share Certificates and all other required documents to the Depositary prior to the Expiration Date, or such shareholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied:

• such 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 prior to the Expiration Date by the Depositary as provided below; and

• the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by the Letter of Transmittal are received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by overnight courier, transmitted by manually signed facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by the Purchaser.

Notwithstanding any other provision of this Offer, payment for Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

The method of delivery of Share Certificates, the Letter of Transmittal and all other required documents, including delivery through DTC, is at the option and risk of the tendering shareholder, and the delivery will be deemed made only when actually received by the Depositary (including, in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

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The tender of Shares pursuant to any one of the procedures described above will constitute the tendering shareholder’s acceptance of the Offer, as well as the tendering shareholder’s representation and warranty that such shareholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and us upon the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination shall be final and binding on all parties. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to our satisfaction. None of the Purchaser, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Appointment. By executing the Letter of Transmittal as set forth above, the tendering shareholder will irrevocably appoint designees of the Purchaser as such shareholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such shareholder’s rights with respect to the Shares tendered by such shareholder and accepted for payment by the Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, we accept for payment Shares tendered by such shareholder as provided herein. Upon such appointment, all prior powers of attorney, proxies and consents given by such shareholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such shareholder (and, if given, will not be deemed effective). The designees of the Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of Genzyme’s shareholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our acceptance for payment of such Shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares and other related securities or rights, including voting at any meeting of shareholders.

Backup Withholding. Under the “backup withholding” provisions of United States federal income tax law, the Depositary may be required to withhold and pay over to the Internal Revenue Service a portion of the amount of any payments pursuant to the Offer. In order to prevent backup federal income tax withholding with respect to payments to certain shareholders of the Offer Price for Shares purchased pursuant to the Offer, each such shareholder must provide the Depositary with such shareholder’s correct taxpayer identification number (“TIN”) and certify that such shareholder is not subject to backup withholding by completing the Substitute Form W-9 in the Letter of Transmittal. Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. If a shareholder does not provide its correct TIN or fails to provide the certifications described above or establish an exemption, the Internal Revenue Service may impose a penalty on the shareholder and payment to the shareholder pursuant to the Offer may be subject to backup withholding. All shareholders surrendering Shares pursuant to the Offer who are U.S. persons (as defined for U.S. federal income tax purposes) should complete and sign the Substitute Form W-9 included in the Letter of Transmittal to provide the information necessary to avoid backup withholding. Foreign shareholders should

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complete and sign the appropriate Form W-8 (a copy of which may be obtained from the Depositary) in order to avoid backup withholding. Such shareholders should consult a tax advisor to determine which Form W-8 is appropriate. See Instruction 8 of the Letter of Transmittal.

4. Withdrawal Rights.

Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable.

Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after December 2, 2010. Once Purchaser accepts Shares for exchange pursuant to the Offer, all tenders not previously withdrawn become irrevocable.

For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share certificates, the serial numbers shown on such Share certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares.

Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3 – “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date.

No withdrawal rights will apply to Shares tendered during a subsequent offering period and no withdrawal rights apply during the subsequent offering period with respect to Shares tendered in the Offer and accepted for payment. See Section 1 – “Terms of the Offer.”

We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal and our determination will be final and binding. None of the Purchaser, the Depositary, the Dealer Manager, the Information Agent 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.

5. Certain United States Federal Income Tax Consequences.

The following is a summary of certain United States federal income tax consequences of the Offer and the Proposed Merger to shareholders of Genzyme whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are converted into the right to receive cash in the Proposed Merger. The discussion is for general information only and does not purport to consider all aspects of United States federal income taxation that might be relevant to shareholders of Genzyme. The discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary regulations thereunder and administrative and judicial interpretations thereof, all of which are subject to change, possibly with a retroactive effect. The discussion applies only to shareholders of Genzyme who hold Shares as capital assets within the meaning of Section 1221 of the Code. This discussion does not apply to Shares held as part of a hedge, straddle or conversion transaction, Shares acquired under Genzyme’s stock incentive plans or Shares received pursuant to

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the exercise of employee stock options or otherwise as compensation, or to certain types of shareholders (such as insurance companies, tax-exempt organizations, financial institutions and broker-dealers) who may be subject to special rules. This discussion applies only to shareholders of Genzyme who are one of the following: (i) an individual who is a citizen or resident of the United States; (ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust, if a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have authority to control all of its substantial decisions, or if the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. This discussion does not consider the effect of any foreign, state or local tax laws.

Because individual circumstances may differ, each shareholder should consult its, his or her own tax advisor to determine the applicability of the rules discussed below and the particular tax effects of the Offer and the Proposed Merger on a beneficial holder of Shares, including the application and effect of the alternative minimum tax and any state, local and foreign tax laws and of changes in such laws.

The exchange of Shares for cash pursuant to the Offer or the Proposed Merger will be a taxable transaction for United States federal income tax purposes. In general, a shareholder who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Proposed Merger will recognize gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received (determined before the deduction of any withholding tax) and the shareholder’s adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Proposed Merger. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction) tendered pursuant to the Offer or exchanged for cash pursuant to the Proposed Merger. Such gain or loss will be long-term capital gain or loss provided that a shareholder’s holding period for such Shares is more than one year at the time of consummation of the Offer or the Proposed Merger, as the case may be. Capital gains recognized by an individual upon a disposition of a Share that has been held for more than one year generally will be taxed at preferential rates. In the case of a Share that has been held for one year or less, such capital gains generally will be subject to tax at ordinary income tax rates. Certain limitations apply to the use of a shareholder’s capital losses.

A shareholder whose Shares are purchased in the Offer or exchanged for cash pursuant to the Proposed Merger is subject to information reporting and may be subject to backup withholding unless certain information is provided to the Depositary or an exemption applies. See Section 3 – “Procedures for Accepting the Offer and Tendering Shares.”

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6. Price Range of Shares; Dividends.

The Shares are listed and principally trade on the NASDAQ Global Select Market (“Nasdaq”) under the symbol “GENZ.” The following table sets forth, for the periods indicated, the high and low sale prices per Share for each quarterly period within the three preceding fiscal years, as reported by Nasdaq based on published financial sources.

	High		Low
Year Ended December 31, 2008
First Quarter	$	82.08	$	67.38
Second Quarter		76.76		65.21
Third Quarter		83.97		67.00
Fourth Quarter		81.16		57.61
Year Ended December 31, 2009
First Quarter		73.75		50.05
Second Quarter		63.47		50.83
Third Quarter		58.43		47.09
Fourth Quarter		57.27		47.55
Year Ended December 31, 2010
First Quarter		60.15		48.18
Second Quarter		55.37		45.39
Third Quarter (to date)		71.99		49.12

On October 1, 2010, the last full day of trading before the commencement of the Offer, the reported closing sales price of the Shares on Nasdaq was $70.88 per Share. The Offer Price represents a premium of 38% over the share price as of July 1, 2010, the day prior to press speculation regarding Sanofi-Aventis’s plans to acquire a significant U.S. biotech company. Shareholders are urged to obtain a current market quotation for the Shares.

Genzyme has not paid any dividends on the Shares in its last two fiscal years.

7. Certain Information Concerning Genzyme.

Except as specifically set forth herein, the information concerning Genzyme contained in this Offer to Purchase has been taken from or is based upon publicly available documents and records on file with the SEC and other public sources, and is qualified in its entirety by reference to such documents and records. None of the Purchaser, Parent, the Dealer Manager, the Information Agent or the Depositary can take responsibility for the accuracy or completeness of the information contained in such documents and records or for any failure by Genzyme to disclose events which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to the Purchaser, Parent, the Dealer Manager, the Information Agent or the Depositary. The Purchaser, Parent, the Dealer Manager, the Information Agent or the Depositary have relied upon the accuracy of the information included in such publicly available documents and records and other public sources and have not made any independent attempt to verify the accuracy of such information.

Genzyme is a Massachusetts corporation with its principal offices located at 500 Kendall Street, Cambridge, Massachusetts 02142. The telephone number for Genzyme is (617) 252-7500, and its website is http://www.genzyme.com. According to Genzyme’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010 (as amended), Genzyme is a global biotechnology company that develops and distributes products and services focused on rare inherited disorders, kidney disease, orthopedics, cancer, transplant and immune disease, and diagnostic testing. Genzyme has a substantial development program focused on these fields, as well as multiple sclerosis, cardiovascular disease, neurodegenerative diseases, and other areas of unmet medical need.

The Shares are registered under the Exchange Act. Accordingly, Genzyme is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports,

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proxy statements and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning Genzyme’s directors and officers, their remuneration, stock options granted to them, the principal holders of Genzyme’s securities, any material interests of such persons in transactions with Genzyme and other matters is required to be disclosed in proxy statements filed with the SEC and distributed to Genzyme’s shareholders. Such reports, proxy statements and other information are available for inspection at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of such information may be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC at 100 F Street, N.E., Washington, D.C. 20549-0213. The SEC also maintains a website on the Internet at http://www.sec.gov that contains reports, proxy statements and other information regarding registrants, including Genzyme, that file electronically with the SEC.

8. Certain Information Concerning Parent, the Purchaser and Certain Related Persons.

Parent is a société anonyme incorporated under the laws of France. Parent’s registered office is located at 174, avenue de France, 75013 Paris, France and its telephone number at that address is + 33 1 53 77 40 00. Parent’s website is http://en.sanofi-aventis.com. Parent’s U.S. subsidiary’s office is located at 55 Corporate Drive, Bridgewater, New Jersey 08807. The telephone number of Parent’s U.S. subsidiary’s office is +1 (908) 981-5000. Parent is a diversified global healthcare leader focused on patient needs. It has six growth platforms: emerging markets, human vaccines, consumer healthcare, diabetes treatment, innovative pharmaceutical products and animal health.

The Purchaser is a Massachusetts corporation and a wholly-owned subsidiary of Parent, incorporated on July 29, 2010. The Purchaser was organized by Parent to acquire Genzyme and has not conducted any unrelated activities since its organization. All outstanding shares of the capital stock of the Purchaser are wholly-owned by Parent. The Purchaser’s principal executive offices are located at 55 Corporate Drive, Bridgewater, New Jersey 08807 and its telephone number at that address is +1 (908) 981-5000.

The name, citizenship, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers of the Purchaser and Parent are listed in Schedule I to this Offer to Purchase.

During the last five years, none of the Purchaser and Parent or, to the best knowledge of the Purchaser and Parent any of the persons listed in Schedule I to this Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of such laws.

As of the date of this Offer to Purchase, Parent beneficially owns 100 Shares, representing a de minimis percentage of the outstanding Shares as of the date of this Offer to Purchase. Parent acquired these Shares in an ordinary brokerage transaction on September 1, 2010, at a price per Share of $70.52. Except as described in this Offer to Purchase or Schedule I hereto, (i) none of Parent, the Purchaser, or, to the best knowledge of Parent and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase or any associate or majority-owned subsidiary of Parent or the Purchaser or any of the persons so listed beneficially owns or has any right to acquire, directly or indirectly, any Shares and (ii) none of Parent, the Purchaser, or, to the best knowledge of Parent and the Purchaser or any of the persons or entities referred to Schedule I hereto nor any director, executive officer or subsidiary of any of the foregoing has effected any transaction in the Shares during the past 60 days.

Except as described in this Offer to Purchase, none of Parent, the Purchaser, or, to the best knowledge of Parent, and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Genzyme, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or

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voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

Except as set forth in this Offer to Purchase, none of Parent, the Purchaser, or, to the best knowledge of Parent and the Purchaser, any of the persons listed on Schedule I hereto, has had any business relationship or transaction with Genzyme or any of its executive officers, directors or affiliates that is required to be reported under the rules and regulations of the SEC applicable to the Offer. Except as set forth in this Offer to Purchase, there have been no contacts, negotiations or transactions between Parent or any of its subsidiaries or, to the best knowledge of Parent and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Genzyme or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets during the past two years.

Available Information. Pursuant to Rule 14d-3 under the Exchange Act, we have filed with the SEC a Tender Offer Statement on Schedule TO (the “Schedule TO”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. The Schedule TO and the exhibits thereto, as well as other information filed by the Purchaser with the SEC, are available for inspection at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of such information may be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC at 100 F Street, N.E., Washington, D.C. 20549-0213. The SEC also maintains a website on the Internet at http://www.sec.gov that contains the Schedule TO and the exhibits thereto and other information that the Purchaser has filed electronically with the SEC.

9. Source and Amount of Funds.

We will need approximately $19 billion to purchase Shares pursuant to the Offer and consummate the Proposed Merger, to fund amounts that may become payable under Genzyme’s existing credit facility and outstanding senior notes and to pay related fees and expenses. As of December 31, 2009, Parent had cash and cash items in the amount of approximately €4.7 billion.

Parent has executed a Facilities Agreement (the “Facilities Agreement”) with J.P. Morgan plc, Société Générale Corporate & Investment Banking and BNP Paribas (the “Initial Mandated Lead Arrangers”) for unsecured term loan facilities of up to US $15,000,000,000 (together, the “Acquisition Facility”):

• A US $10,000,000,000 term facility (“Facility A”) maturing 18 months from October 2, 2010, the date of execution of the Facilities Agreement. The maturity of Facility A can be postponed by Parent by 6 months.

• A US $5,000,000,000 amortizable term facility (“Facility B”) with final maturity at 42 months from the date of execution of the Facilities Agreement.

Facilities A and B are available for a period of 9 months after execution of the Facilities Agreement. The interest rate on each facility is equal to the London Inter-Bank Overnight Rate (or LIBOR), plus an applicable margin.

The Initial Mandated Lead Arrangers have committed to provide the full amount of the loans under the Acquisition Facility and have indicated their intention to form a syndicate of banks that would become lenders thereunder. The Facilities Agreement contains representations and warranties customary for credit facilities of this nature, including as to the accuracy of financial statements, litigation and no conflict with material agreements or instruments. The Facilities Agreement contains certain covenants, including limitations on liens (with exclusions to the extent necessary to comply with margin lending regulations and certain other exceptions

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to be agreed upon), mergers, compliance with laws and change of business. The commitment of the Initial Mandated Lead Arrangers is conditioned upon, among other things, delivery of the tender offer documents and documents relating to the Proposed Merger, there being no change in control of Parent, receipt of required approvals and consents and delivery of certain financial statements. No alternative financing is contemplated at this time.

Amounts to be paid for the Shares properly tendered in the Offer will be funded by available cash at Parent at the time of the payment for the Shares, and/or the Acquisition Facility, and/or issuance of US commercial paper and/or French Billets de Trésorerie, and/or issuance of other debt securities in various debt capital markets and/or other existing syndicated credit facilities at Parent (in particular part of its €7,000,000,000 general corporate purposes syndicated multicurrency revolving facility terminating in July 2015) or any combination of the foregoing.

Parent expects to contribute or otherwise advance funds to enable the Purchaser to consummate the Offer. Parent expects, based upon the combination of internally available cash, the aforementioned credit facilities of Parent and/or aforementioned debt securities issuance and/or borrowings under the Acquisition Facility, to have sufficient cash on hand at the expiration of the Offer to pay the Offer Price for Shares tendered in the Offer and to provide funding for the Proposed Merger.

It is anticipated that the borrowings described above will be refinanced or repaid from funds generated internally by Parent (including, after consummation of any merger or other business combination that may be proposed with respect to Genzyme, existing cash balances of and funds generated by Genzyme) or other sources, which may include the proceeds of the sale of debt securities. No decision has been made concerning this matter, and decisions will be made based on Parent’s review from time to time of the advisability of selling particular securities as well as on interest rates and other economic conditions.

A copy of the Facilities Agreement is on file with the SEC as an exhibit to the Schedule TO. Reference is made to such exhibit for a more complete description of the terms and conditions of the Acquisition Facility, and the foregoing summary of such terms and conditions is qualified in its entirety by such exhibit.

The Offer is not conditioned upon any financing arrangements.

10. Background of the Offer; Past Contacts or Negotiations with Genzyme.

Parent regularly considers various strategic transactions as part of its objective to be a leading diversified healthcare company focused on patient needs and its evaluation of ways in which it can enhance shareholder value.

Between February and May 2010, Parent’s management team considered and reviewed various potential options available to Parent to advance Parent’s strategic plan, including an acquisition of Genzyme. In connection with this review, they carefully analyzed Genzyme’s business and operations, including Genzyme’s manufacturing issues, based on publicly available information. During this period, Mr. Christopher A. Viehbacher, the Chief Executive Officer of Parent, periodically updated the Strategic Committee of Parent’s Board of Directors on the status of management’s review and, in particular, the strategic rationale for a potential acquisition of Genzyme. On May 17, 2010, Mr. Viehbacher advised the directors that he would contact Genzyme regarding a potential transaction.

On May 23, 2010, Mr. Viehbacher spoke with Mr. Henri A. Termeer, Chairman, President and Chief Executive Officer of Genzyme. They discussed Genzyme’s business and operations, generally, as well as the manufacturing issues that Genzyme was facing. During the conversation, Mr. Viehbacher explained that he respected Genzyme’s achievements in treating rare diseases and its culture of innovation. Mr. Viehbacher explained that Parent was interested in discussing a potential transaction with Genyzme. Mr. Termeer responded

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that he was open to discussing a transaction between their two companies. After a brief discussion regarding a potential transaction, Mr. Termeer stated that, given the then-pending proxy contest with Carl Icahn, who was seeking to replace several of Genzyme’s directors, including Mr. Termeer at the company’s annual shareholders’ meeting, scheduled for June 16, 2010, they should continue the conversation after the annual shareholders’ meeting. Mr. Viehbacher agreed, but reiterated that Parent was interested in exploring a potential transaction.

During the weeks following this call, Parent’s management team and Parent’s advisors continued to review Genzyme’s business and operations and to monitor the proxy contest and upcoming Genzyme annual shareholders’ meeting.

On June 9, 2010, Genzyme announced that it had reached a settlement with Carl Icahn. Pursuant to the settlement, the Genzyme Board appointed two directors designated by Mr. Icahn.

At a regularly scheduled meeting of Parent’s Board of Directors on June 28, 2010, Mr. Viehbacher reviewed his May 23, 2010 conversation with Mr. Termeer and the results of the Genzyme annual shareholders’ meeting, including the settlement reached with Mr. Icahn. Mr. Viehbacher and the directors discussed the strategic rationale for an acquisition of Genzyme and the challenges being faced by Genzyme. Parent’s Board of Directors then considered the alternatives for moving forward with a potential transaction with Genzyme. After discussion, the Board of Directors agreed that Mr. Viehbacher should meet with Mr. Termeer in order to explore Genzyme’s interest in a potential transaction with Parent.

Later that day, Mr. Viehbacher called Mr. Termeer to set up a meeting as soon as possible to discuss a potential transaction. During the conversation, Mr. Viebacher again explained to Mr. Termeer that Parent had carefully analyzed Genzyme’s business and operations, based on publicly available information, and was interested in exploring a potential transaction with Genzyme. Mr. Viehbacher explained that Parent was the right partner for Genzyme and that a transaction with Parent would provide substantial benefits to Genzyme’s shareholders and employees as well as the physicians and patients that Genzyme serves. Mr. Viehbacher added that he had thoroughly reviewed the potential transaction with Parent’s Board of Directors, and that the Board was strongly supportive of a transaction. Messrs. Termeer and Viehbacher then discussed Genzyme’s business and operations, including certain of the challenges that Genzyme was facing, as well as the proxy contest recently waged by Carl Icahn. Mr. Viehbacher added that, given the work that already had been done by Parent and its advisors, he would expect that only a short period of very focused confirmatory due diligence would be necessary before the parties could enter into an agreement regarding the transaction. Mr. Termeer advised Mr. Viehbacher that he would get back to him to set a date for the meeting. On July 7, 2010, Mr. Termeer informed Mr. Viehbacher that the Genzyme Board of Directors was scheduled to meet on July 9, 2010, that he could not commit to a meeting with Mr. Viehbacher before the Board of Directors meeting and that he would call Mr. Viehbacher following the meeting.

Starting on July 2, 2010, various media outlets published rumors that Parent was contemplating acquiring a large biopharmaceutical company in the United States.

On July 10, 2010, Mr. Termeer called Mr. Viehbacher. During the call, Mr. Termeer explained that the Genzyme Board of Directors had discussed a potential transaction with Parent and that the Board of Directors had decided that now was not the right time to explore a potential transaction between the parties. Therefore, Mr. Termeer did not believe that a meeting with Mr. Viehbacher would be productive. Mr. Viehbacher stated that he was surprised with the response, since Mr. Termeer had previously indicated an interest in meeting, and further, because Parent had yet to indicate any terms of a transaction, including, most importantly, the proposed purchase price. Yet, Mr. Termeer maintained that the Board of Directors of Genzyme had no interest in discussing a potential transaction with Parent. On July 28, 2010, Parent’s Board of Directors again discussed with Mr. Viehbacher the proposed transaction with Genzyme and Mr. Termeer’s response. Mr. Viehbacher stated that, given the discussions with Mr. Termeer and his unwillingness even to meet to discuss a potential transaction, he proposed to send Genzyme a letter outlining the terms of Parent’s proposal to acquire Genzyme. The Board of Directors supported Mr. Viehbacher’s action plan.

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On July 29, 2010, Mr. Viehbacher telephoned Mr. Termeer to advise him that Parent would be sending Genzyme a written proposal to acquire Genzyme, which would include the price per share that Parent was prepared to pay to acquire Genzyme. Mr. Viehbacher explained that Parent was disappointed that it had to proceed in this way; however, Mr. Viehbacher added, he felt that there was no choice given Genzyme’s unwillingness to engage with Parent regarding its interest in a potential acquisition. Mr. Viehbacher also indicated that he would send a copy of the letter to Genzyme’s Board of Directors. Messrs. Termeer and Viehbacher discussed briefly Parent’s interest in a potential transaction, and Mr. Termeer requested that Mr. Viehbacher not send the letter directly to Genzyme’s directors but rather to Mr. Termeer alone. Mr. Termeer explained he would prefer to transmit the letter to the other Genzyme directors himself. Thereafter, Parent sent the following letter outlining the terms of a proposed acquisition of Genzyme for $69.00 per share in cash to Mr. Termeer:

July 29, 2010

VIA DHL AND TELECOPIER

Mr. Henri A. Termeer

Chairman, President and Chief Executive Officer

Genzyme Corporation

500 Kendall Street

Cambridge, Massachusetts 02142

USA

Dear Henri:

As I articulated to you during several conversations, Sanofi-Aventis (“Sanofi-Aventis”) has carefully studied a potential acquisition of Genzyme Corporation (“Genzyme”) and believes that it represents a compelling opportunity for Sanofi-Aventis and our respective shareholders. In light of that, I am writing this letter to layout our proposal to you and your Board.

Genzyme has historically been a true success story in biotech, and the company has become the world leader in providing novel treatments for genetic diseases. In addition, the company built a positive reputation within the scientific community and developed strong relationships with patient advocacy groups, physicians, patients and the broader healthcare community. However, the company now faces a number of significant and well-documented challenges that were discussed thoroughly during this year’s proxy campaign. An acquisition by Sanofi-Aventis would not only position the company to overcome these challenges quickly and successfully by applying Sanofi-Aventis’ global resources and expertise to help realize and accelerate Genzyme’s business strategy, but also deliver near-term compelling value to your shareholders that takes into account the company’s future upside potential.

The proposed transaction would provide several key benefits to Genzyme, its shareholders, employees and the patients and physicians it serves:

• Acceleration of Genzyme Vision: Sanofi-Aventis would put its full resources behind Genzyme to invest in developing new treatments, enhance penetration in existing markets and further expand into emerging markets. Genzyme would be able to leverage Sanofi-Aventis’ strong global footprint and its manufacturing expertise in order to address Genzyme’s manufacturing issues.

• Center of Excellence: Sanofi-Aventis already recognizes the strategic importance of the greater Boston area as evidenced by the establishment of Sanofi-Aventis’ oncology and vaccines research units in Cambridge. Genzyme would become the global center for excellence for Sanofi-Aventis in orphan diseases and further increase Sanofi-Aventis’ presence in the greater Boston area.

• Continuation of Genzyme legacy within Sanofi-Aventis: Genzyme’s orphan disease business would be managed as a stand-alone division under the Genzyme brand, with its own R&D, manufacturing and commercial infrastructure, similar to how Sanofi-Aventis has handled other recent transactions. Genzyme’s management and employees would play a key role within Sanofi-Aventis following the acquisition.

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• All-cash offer: The purchase price would be paid in cash, offering immediate and certain value for Genzyme’s shareholders. Our offer is not subject to a financing contingency.

• Substantial Premium: We are prepared to pay $69 for each of the issued and outstanding shares of Genzyme. This is a premium of 38.4% over the share price as of July 1, 2010, the day prior to press speculation regarding Sanofi-Aventis’ potential acquisition plans for a large U.S. biotech company. It also represents a premium of 30.9% over the one month historical average share price through July 22, 2010, the day prior to press speculation that Sanofi-Aventis had made an approach to Genzyme.

In addition to these compelling reasons, we believe that there are many other that demonstrate why Sanofi-Aventis is the right partner for Genzyme. Sanofi-Aventis has significant expertise executing and integrating transactions, and a strong track record creating value through transactions by enhancing their performance through leveraging Sanofi-Aventis’ capabilities. Sanofi-Aventis has demonstrated that it is a good corporate partner by enabling its affiliates to maintain their distinctive culture and focus on their core strengths. Sanofi-Aventis is strong financially with a market capitalization of approximately $77 billion, revenue of approximately $38 billion and EBITDA of approximately $16 billion. From Sanofi-Aventis perspective, the proposed transaction would provide a new sustainable growth platform.

The Board of Directors of Sanofi-Aventis supports this proposal for an acquisition of Genzyme. Consummation of the proposed acquisition would be subject to satisfactory completion of confirmatory due diligence, board approvals, execution of a merger agreement and the satisfaction of customary conditions to closing.

We have completed an extensive analysis of Genzyme and have carefully considered the proposed transaction based on publicly available information. We have engaged Evercore Partners and J.P. Morgan as financial advisors and Weil Gotshal as legal counsel. In order to come to an agreement expeditiously, we are prepared to begin our confirmatory due diligence immediately and are confident that we can complete our review within three weeks.

We expect that we and our advisors would negotiate and finalize the terms of a merger agreement relating to the proposed transaction within this same period of time. We have completed a preliminary competition review relating to our two companies with the assistance of our outside antitrust counsel and we believe that the transaction would receive all necessary regulatory approvals and that it could close expeditiously.

This letter and the terms of our proposal are confidential and should not be disclosed publicly or to any third party without our prior written consent other than to the Board of Directors of Genzyme and to Genzyme’s advisors for the purpose of evaluating the proposal. Should a public disclosure become required by law or regulation, we request that you inform us of such and, to the extent lawful, consult with us on the content of any public disclosure you intend to make.

This letter constitutes a bona fide, non-binding proposal to acquire all of the outstanding shares of Genzyme. This letter does not create or constitute any legally binding obligation, liability or commitment by Sanofi-Aventis or any of our affiliates regarding the proposed transaction and there will be no legally binding agreement between us unless and until a definitive agreement is executed by Genzyme and Sanofi-Aventis.

We believe our offer is compelling to your shareholders and that our capabilities and investment in your business would bring real enhancements to all of your stakeholders. In addition, Sanofi-Aventis is uniquely well positioned to help you address the manufacturing and other challenges faced by Genzyme, and we therefore believe that it is important for you to further explore this transaction.

I am ready to meet with you in person to discuss this matter in detail at any time and I look forward to hearing back from you shortly.

Yours sincerely,

Sanofi-Aventis

By: Christopher A. Viehbacher

Chief Executive Officer

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On July 30, 2010, Mr. Termeer called Mr. Viehbacher to advise him that he had received Parent’s July 29 letter, that the Genzyme Board of Directors would be meeting over the weekend to discuss the letter and that he would contact Mr. Viehbacher within a few days with respect to the letter.

On August 2, 2010, Mr. Termeer sent the following letter to Mr. Viehbacher:

August 2, 2010

Mr. Christopher A. Viehbacher

Chief Executive Officer

Sanofi-Aventis

174, avenue de France

75635 Paris, Cedex 13

Dear Chris,

As I promised last week, I am getting back to you today regarding your letter of July 29, 2010. We have reviewed the contents of the letter with the Genzyme Board of Directors. The Board has authorized our financial and legal advisors to assist them in evaluating your unsolicited, non-binding proposal. After Genzyme’s Board of Directors has reviewed and considered our advisors’ analysis, I will contact you with our response.

Sincerely,

Henri A. Termeer

Chairman & CEO

Later that day, Mr. Termeer called Mr. Viehbacher to explain that Genzyme’s financial advisors, Credit Suisse and Goldman, Sachs & Co., had been authorized to carefully review Parent’s proposal and to perform certain financial analyses of Genzyme to enable the Board of Directors to evaluate Parent’s proposal. Mr. Termeer stated that he understood that this work would take approximately one week.

On August 3, 2010, at Parent’s request, representatives of Evercore Group L.L.C. (“Evercore Partners”) and J.P. Morgan, Parent’s financial advisors, contacted representatives of Credit Suisse and Goldman Sachs to discuss Parent’s proposal to acquire Genzyme. During the conversation, Parent’s financial advisors reiterated Parent’s request to perform limited, confirmatory due diligence. The representatives of Credit Suisse and Goldman Sachs explained that they were not authorized to discuss Parent’s proposal or Parent’s requests for due diligence. Rather, they were asked to perform certain financial analyses for the Genzyme Board of Directors and Genzyme’s management team and expected that Genzyme would be in a position to respond to Parent’s proposal shortly.

On August 11, 2010, Mr. Termeer sent the following letter to Mr. Viehbacher informing him that the Genzyme Board of Directors had rejected Parent’s proposal:

August 11, 2010

Mr. Christopher A. Viehbacher

Chief Executive Officer

Sanofi-Aventis

174, avenue de France

75635 Paris, Cedex 13

Dear Chris,

As I promised in my August 2 letter, the Genzyme Board of Directors reviewed your unsolicited, non-binding $69.00 per share proposal to acquire Genzyme. With the assistance of our financial and legal advisors, the Board unanimously rejected your offer. Without exception, each member of the Genzyme Board believes that this is not the right time to sell the Company because your opportunistic takeover

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proposal does not begin to recognize the significant progress underway to rectify our manufacturing challenges or the potential for our new product pipeline.

We recognize that Genzyme’s share price has been depressed as a result of manufacturing setbacks the Company experienced last year. In reaching a decision to reject your offer, the Board not only reviewed the timeline and remaining steps necessary to address the manufacturing challenges, but also the potential of our new product pipeline, in particular the outlook for our MS treatment Alemtuzumab. We are confident that these factors coupled with our newly announced discipline for deploying capital and significant opportunity to reduce costs will soon be recognized by investors.

The Board is resolute about maximizing Genzyme’s future value for our shareholders.

Sincerely,

Henri

On August 12, 2010, Mr. Termeer called Mr. Viehbacher to discuss briefly the August 11, 2010 letter. During the call, Mr. Termeer reiterated the points made in the letter. Later that day, at Parent’s request, representatives of Evercore Partners and J.P. Morgan called representatives of Credit Suisse and Goldman Sachs to discuss Mr. Termeer’s August 11 letter. At that time, Parent’s financial advisors again requested that Genzyme’s management team and/or its Board of Directors meet with Parent to discuss Parent’s proposal and the best way for moving forward. The representatives of Evercore Partners and J.P. Morgan explained that Parent’s strong preference was to work together with Genzyme to negotiate the terms of a transaction that the Genzyme Board of Directors would support, and that Parent placed real value on the ability to perform very focused, confirmatory due diligence, which could be completed within two weeks. The representatives of Credit Suisse and Goldman Sachs were unwilling even to discuss Parent’s proposal, as they were not given the authority to do so by Genzyme, but responded that they would request such authority and get back to Parent’s financial advisors.

On August 20, 2010, Genzyme’s financial advisors contacted representatives of Evercore Partners and J.P. Morgan to advise that they had been authorized by Genzyme to meet with them. Genzyme still was unwilling to have members of the Genzyme management team and/or the Board of Directors meet with Mr. Viehbacher and the Parent management team. Credit Suisse and Goldman Sachs also noted that they were not authorized to in any way discuss Parent’s proposal, including the proposed purchase price, or even to provide the limited due diligence that Parent had requested. Rather, Genzyme had asked Credit Suisse and Goldman Sachs to communicate to Evercore Partners and J.P. Morgan certain limited information that Genzyme believed would be significant to Parent’s valuation of Genzyme.

On August 24, 2010, Genzyme’s financial advisors and Parent’s financial advisors had a brief meeting. During the meeting, the representatives of Credit Suisse and Goldman Sachs reviewed with the representatives of Evercore Partners and J.P. Morgan certain limited information regarding Genzyme’s business and operations. The meeting served only to confirm for Parent and its advisors that Genzyme was not going to engage in constructive discussions regarding a potential acquisition of Genzyme.

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As a result, on August 29, 2010, Parent sent Mr. Termeer and the Genzyme Board of Directors the following letter, which was made public the same day, reiterating the proposal set out in Parent’s July 29 letter:

August 29, 2010

VIA EMAIL, TELECOPIER AND DHL

Mr. Henri A. Termeer

Chairman, President and Chief Executive Officer

Genzyme Corporation

500 Kendall Street

Cambridge, Massachusetts 02142

USA

Dear Henri

As you are aware, I have been trying to engage with you regarding a potential acquisition for the past few months. As a consequence of your unwillingness even to meet with us, we sent you a detailed, written proposal on July 29, 2010. We believe that this proposal to acquire all of the issued and outstanding shares of Genzyme for $69.00 per share in cash is compelling for Genzyme’s shareholders and represents substantial value for them.

We are disappointed that you rejected our proposal on August 11 without discussing its substance with us. After our repeated requests, you agreed only to let our respective financial advisors hold a meeting of limited scope. Our financial advisors finally met briefly on August 24, but the meeting simply served as further confirmation that as throughout you remain unwilling to have constructive discussions. As I have mentioned to you, we are committed to a transaction with Genzyme, and, therefore, we feel we are left with no choice but to take our compelling proposal directly to your shareholders by making its terms public.

Sanofi-Aventis’ fully-financed, all-cash offer to acquire all of the issued and outstanding shares of Genzyme’s common stock for $69.00 per share represents a very significant premium of 38% over Genzyme’s unaffected share price of $49.86 on July 1, 2010. Our offer also represents a premium of almost 31% over the one-month historical average share price through July 22, 2010, the day prior to press speculation that Sanofi-Aventis had made an approach to acquire Genzyme. Based on the analysts’ consensus estimates, this represents a multiple of 36 times 2010 EPS and 20 times 2011 EPS, which takes into account the expected recovery of Genzyme’s performance in 2011.

We believe that now is the right time for you and the Genzyme Board to consider a potential transaction that maximizes value for Genzyme’s shareholders. Genzyme has underperformed its peers for a number of years. It continues to face several significant and well-documented challenges that were discussed thoroughly during this year’s proxy campaign, and which Genzyme recently disclosed will take three to four years to resolve. An acquisition by Sanofi-Aventis would not only position Genzyme to overcome these challenges quickly and successfully by applying Sanofi-Aventis’ global resources and expertise to help realize Genzyme’s business strategy, but also deliver near-term compelling value to Genzyme’s shareholders that takes into account the company’s future upside potential.

As I explained in my July 29 letter, the proposed transaction would provide several key benefits to Genzyme, its shareholders, employees and the patients and physicians it serves, including:

• Achievement of Genzyme’s Vision: Sanofi-Aventis would put its full resources behind Genzyme to invest in developing new treatments, enhance penetration in existing markets and further expand into emerging markets. Genzyme would be able to leverage Sanofi-Aventis’ strong global footprint and its manufacturing expertise in order to address Genzyme’s manufacturing issues.

• Center of Excellence: Sanofi-Aventis already recognizes the strategic importance of the greater Boston area as evidenced by the establishment of Sanofi-Aventis’ oncology and vaccines research units in Cambridge. Genzyme would become the global center for excellence for Sanofi-Aventis in rare diseases and further increase Sanofi-Aventis’ presence in the greater Boston area.

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• Continuation of Genzyme’s Legacy within Sanofi-Aventis: Genzyme’s rare disease business would be managed as a stand-alone division under the Genzyme brand, with its own R&D, manufacturing and commercial infrastructure, similar to how Sanofi-Aventis has handled other recent transactions. Genzyme’s management and employees would play a key role within Sanofi-Aventis following the acquisition.

• Fully Financed, All-Cash Premium Offer: The purchase price would be paid in cash, offering immediate, substantial and certain value for Genzyme’s shareholders. Our offer is fully financed and is not subject to a financing contingency.

As I indicated in my July 29 letter to you, in addition to these compelling reasons, we believe there are many others that demonstrate why Sanofi-Aventis is the right partner for Genzyme. Sanofi-Aventis has significant expertise executing and integrating acquisitions, and a strong track record of creating value through those acquisitions by enhancing their performance through leveraging Sanofi-Aventis’ capabilities. Sanofi-Aventis has demonstrated that it is a good corporate partner by enabling its affiliates to maintain their distinctive culture and focus on their core strengths. Sanofi-Aventis is strong financially with a market capitalization of approximately $75 billion, annual revenue of approximately $38 billion and annual EBITDA of approximately $16 billion. From Sanofi-Aventis’ perspective, the proposed transaction would provide a new sustainable growth platform.

It is our preference to work together with you and the Genzyme Board to reach a mutually agreeable transaction. As we have consistently stated, we place value on the ability to engage in a constructive dialogue and to conclude a successful outcome that would ensure a timely and smooth integration.

We have engaged and have been working closely with Evercore Partners and J.P. Morgan, as lead financial advisors, and Weil Gotshal, as legal counsel. As explained in my July 29 letter, we have completed an extensive analysis of Genzyme and have carefully considered the proposed transaction on the basis of publicly available information. We do not believe that there are any regulatory or other impediments to consummation of the proposed transaction. We could complete our confirmatory due diligence and finalize the terms of a transaction in a two-week period.

Sanofi-Aventis is committed to a transaction with Genzyme. Given the substantial value represented by our offer and the other compelling benefits of a transaction, we are confident that Genzyme’s shareholders will support our proposal. We have taken the step of making this letter public, so as to explain directly to your shareholders our proposal, our actions and our commitment. Your continued refusal to enter into constructive discussions will serve only to further delay the ability of your shareholders to receive the substantial value represented by our all-cash offer. We therefore are prepared to consider all alternatives to complete this transaction. Our team and advisors are ready to meet with you and your team immediately to discuss our proposal and to move things forward expeditiously.

Yours sincerely,

Sanofi-Aventis

By: Christopher A. Viehbacher

Chief Executive Officer

cc: Board of Directors, Genzyme Corporation

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On August 30, 2010, less than 24 hours after receiving Parent’s proposal, Mr. Termeer sent the following letter to Mr. Viehbacher rejecting Parent’s proposal:

August 30, 2010

Mr. Christopher A. Viehbacher

Chief Executive Officer

Sanofi-Aventis

174, avenue de France

75635 Paris, Cedex 13

Dear Chris,

The Genzyme board is now in receipt of your second unsolicited letter proposing to acquire the company for $69 per share in cash. This letter, received yesterday, is identical to last month’s offer. It provides no new information and no improvement in price, and therefore fails to establish a basis for engagement by the Genzyme board.

This should come as no surprise to Sanofi. On August 11, 2010, Genzyme responded to your first letter dated July 29, 2010. In our response, we stated that, “without exception, each member of the Genzyme board believes this is not the right time to sell the company, because your opportunistic takeover proposal does not begin to recognize the significant progress underway to rectify our manufacturing challenges or the potential for our new-product pipeline.” Our board met last evening in response to your second letter and unanimously confirmed those views.

As you are well aware, our bankers met with your financial advisors on August 24, 2010, and provided very useful, non-public information regarding progress the company has made to meaningfully improve its manufacturing capacity, the tremendous future upside of our multiple sclerosis drug alemtuzumab, and our outlook for significant cost reductions that will further drive our earnings growth. Moreover, last week’s public announcement that we have begun to increase the supply of Cerezyme for patients with Gaucher disease to near-normal levels, and that supplies of Fabrazyme for patients with Fabry disease will increase beginning in the fourth quarter, further illustrates the progress we are making as well as the opportunistic nature of your proposal.

Notwithstanding this information and assistance, you have not increased your price above $69 per share. You and your advisors claim you are willing to pay more but that you are unwilling to “bid against yourself.” The Genzyme board is not prepared to engage in merger negotiations with Sanofi based upon an opportunistic proposal with an unrealistic starting price that dramatically undervalues our company.

As you know, the Genzyme board includes representatives of some of our major shareholders. Our board has worked actively to understand the true value of our company and is unanimous and resolute in its commitment to maximize Genzyme’s future value for all of our shareholders.

Yours truly,

Henri A. Termeer

Chairman and Chief Executive Officer

From August 30 through September 8, 2010, representatives of Parent and its financial advisors met in person and through teleconferences a number Genzyme shareholders to discuss Parent’s proposal with the shareholders.

On the morning of September 16, 2010, Mr. Viehbacher called Mr. Termeer to request that they meet to discuss proposal and the feedback that Parent was receiving from Genzyme’s shareholders. After a brief discussion, Mr. Viehbacher and Mr. Termeer agreed to meet on Monday, September 20, 2010.

On September 20, 2010, Mr. Termeer and Mr. Viehbacher, along with Peter Wirth, Executive Vice President, Legal and Corporate Development of Genzyme, and Jerome Contamine, Chief Financial Officer of Parent, met to discuss Parent’s proposal. During the meeting, Mr. Viehbacher explained the rationale for Parent’s

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proposal, including the basis for the purchase price proposed by Parent and Parent’s view on the appropriate valuation of Genzyme. He also described the meetings that Parent had with Genzyme’s shareholders, including that Genzyme’s shareholders were supportive of a transaction with Parent and, like Parent, were frustrated with Genzyme’s unwillingness even to engage with Parent in a meaningful way to discuss the proposal. Although Mr. Termeer continued to be unwilling to engage in meaningful discussions, he explained that it was the view of Genzyme’s Board of Directors that Parent’s proposal did not fully value Genzyme and its prospects. Mr. Viehbacher stated that, given Mr. Termeer’s position with respect to Genzyme’s business and operations and his public statements that, at the right price, the Genzyme Board of Directors would consider a sale of the company, Mr. Termeer should engage in discussions with Parent regarding the proposal and give Parent an opportunity to conduct limited, confirmatory due diligence. In an effort to advance the discussions, at the meeting, Mr. Viehbacher suggested a number of potential ways for the companies to engage. For example, he shared with Mr. Termeer a limited information request focused on confirming Genzyme’s anticipated manufacturing recovery. Mr. Viehbacher also explained that although Parent and the market had analyzed and assessed the prospects for alemtuzumab, he was open to hearing Genzyme’s perspective, and proposed a meeting with Genzyme’s commercial team on the role that alemtuzumab could play in the evolving multiple sclerosis market. Given Mr. Termeer’s view with respect to the $69.00 per share offer price, Mr. Viehbacher asked Mr. Termeer for guidance as to the appropriate value or range of values of Genzyme. Mr. Termeer refused to provide any guidance as to value.

Mr. Termeer remained unwilling to engage in constructive discussions in this regard or to provide his perspective on what he felt was an appropriate valuation of Genzyme. During the meeting, Mr. Termeer stated that he was in no hurry, the timing for a transaction was not right, and he suggested to Mr. Viehbacher that Parent withdraw its offer and consider reinitiating contact in 2011. Mr. Termeer further stated that he understood if Mr. Viehbacher felt he had to take more immediate action and launch a tender offer. Mr. Viehbacher explained that he was disappointed with Mr. Termeer’s unwillingness to engage in constructive discussions, particularly given the response of Genzyme’s shareholders, and that Parent was left with no choice but to take its proposal directly to Genzyme’s shareholders.

On October 4, 2010, Mr. Viehbacher telephoned Mr. Termeer and sent the following letter to Mr. Termeer and the other members of Genzyme’s Board:

October 4, 2010

VIA E-MAIL, TELECOPIER AND DHL

Mr. Henri Termeer

Chairman, President and Chief Executive Officer

Genzyme Corporation

500 Kendall Street

Cambridge, Massachusetts 02142

Dear Henri:

We are disappointed that you remain unwilling to have constructive discussions with us regarding our offer to acquire Genzyme Corporation. We continue to believe that our proposal is compelling for your shareholders and would provide them with immediate and substantial value that reflects the potential of Genzyme’s business and pipeline.

Subsequent to making our offer public on August 29, 2010, we met with your largest shareholders owning collectively over 50% of Genzyme’s outstanding shares. It was clear from our meetings that your shareholders are supportive of our initiative and, like us, are frustrated with your refusal to have meaningful discussions with us regarding our proposal. Your continued refusal to engage with us in a constructive manner is denying your shareholders an opportunity to receive a substantial premium, to realize immediate liquidity, and to protect against the risks associated with Genzyme’s business and operations.

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After several months of our repeated requests for a meeting with you, we finally met on September 20, 2010. Unfortunately, this meeting was not productive. In an effort to advance our discussions, I shared a very narrow information request focused on confirming your anticipated manufacturing recovery. Even though we and the market have analyzed and assessed the prospects for alemtuzumab, I proposed a meeting with your commercial team to understand their perspectives on the role alemtuzumab could play in the evolving multiple sclerosis market. You were unwilling to pursue either of these or any other path forward. You were also unwilling to provide us with your perspective on an appropriate valuation for Genzyme.

You have, therefore, left us no alternative but to commence a tender offer and take our offer directly to your shareholders. We strongly believe that our offer price of $69.00 per share in cash is compelling and represents substantial value for Genzyme’s shareholders.

This offer represents a premium of 38% over Genzyme’s unaffected share price of $49.86 on July 1, 2010, the day prior to the press speculation regarding Sanofi-Aventis’ potential acquisition plans for a large US biotech company. It also represents a premium of almost 31% over the one-month historical average share price through July 22, 2010, the day prior to press speculation that Sanofi-Aventis had made an approach to acquire Genzyme.

We believe that a combination of our two businesses would be beneficial to our respective shareholders and employees, and the patients and physicians we serve. Sanofi-Aventis would put its full resources behind Genzyme to invest in developing new treatments, enhance penetration in existing markets and further expand into emerging markets. Sanofi-Aventis is well positioned to help Genzyme address its manufacturing problems. Genzyme would become the global center for excellence for Sanofi-Aventis in rare diseases and this unit would be managed as a stand-alone division under the Genzyme brand, with its own R&D, manufacturing and commercial infrastructure. Genzyme’s management and employees would play a key role within Sanofi-Aventis, and the combination would further increase Sanofi-Aventis’ presence in the greater Boston area.

It remains our strong preference to work together with you to reach a mutually agreeable transaction. However, given your unwillingness to engage in constructive discussions with us, we had no choice but to commence a tender offer. Given our commitment to this transaction, we will continue to consider all alternatives for consummating an acquisition of Genzyme. We believe it is in the best interests of both companies, and our respective shareholders and other constituencies, to move forward quickly to complete this transaction. We and our advisors are available to meet with you to discuss the terms of our offer and to conclude a transaction expeditiously.

Yours sincerely,

Sanofi-Aventis

By:Christopher A. Viehbacher

Chief Executive Officer

cc: Genzyme Board of Directors

On October 4, 2010, Parent and the Purchaser commenced this Offer.

11. Purpose of the Offer; Plans for Genzyme; Statutory Requirements; Approval of the Proposed Merger; Appraisal Rights.

Purpose of the Offer. The purpose of the Offer is for Parent, through the Purchaser, to acquire control of, and the entire equity interest in, Genzyme.

We currently intend, as soon as practicable after consummation of the Offer, to seek to have Genzyme consummate the Proposed Merger, pursuant to which each then outstanding Share not owned by Parent or the Purchaser (or their subsidiaries) would be converted into the right to receive an amount in cash equal to the highest price per Share paid in the Offer.

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The Massachusetts Business Corporation Act (the “MBCA”) provides that if a parent company owns at least 90% of each class of outstanding voting shares of a subsidiary, the parent company can effect a short-form merger with that subsidiary without the action of the board of directors or the other shareholders of the subsidiary. Accordingly, if as a result of the Offer or the subsequent offering period, if any, the Purchaser directly or indirectly owns at least 90% of the Shares, Parent and the Purchaser expect to effect the Proposed Merger as a “short-form merger” pursuant to Section 11.05 of the MBCA, as soon as practicable. Under such circumstances, neither the approval of any holder of Shares other than the Purchaser, or of Genzyme’s Board of Directors, would be required. Even if Parent and the Purchaser do not own 90% of the outstanding Shares following consummation of the Offer, Parent and the Purchaser could seek to purchase additional Shares in the open market, from Genzyme or otherwise in order to reach the 90% threshold and effect a short-form merger. The price per Share that may be paid for any Shares so acquired may be greater or less than that paid in the Offer. We also reserve the right to dispose of Shares that we have acquired or may acquire.

If we do not acquire at least 90% of the outstanding Shares, under the MBCA we will have to seek approval of the Proposed Merger by Genzyme’s Board of Directors and shareholders. The legal requirements for such approval are set forth in detail below, at “Statutory Requirements; Approval of the Proposed Merger.”

If you sell your Shares in the Offer, you will cease to have any equity interest in Genzyme or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Proposed Merger is consummated, you also will no longer have an equity interest in Genzyme. Similarly, after selling your Shares in the Offer or the subsequent Proposed Merger, you will not bear the risk of any decrease in the value of Genzyme.

Board Representation. We may nominate, and solicit proxies for the election of, a slate of nominees (the “Nominees”) for election at Genzyme’s 2011 annual meeting (the “Proxy Solicitation”). Whether or not we propose a merger or other similar business combination with Genzyme and, if we propose Nominees for election at Genzyme’s 2011 annual meeting, whether or not our Nominees are elected at Genzyme’s annual meeting, we currently intend, as soon as practicable after consummation of the Offer, to seek maximum representation on the Genzyme Board. We intend, promptly after the consummation of the Offer, to request that some or all of the current members of the Genzyme Board resign and that our designees be elected to fill the vacancies so created. Should such request be refused, we intend to take such action as may be necessary and lawful to secure control of the Genzyme Board. We reserve the right to seek to call a special meeting of Genzyme’s shareholders in order to act on proposals to be determined.

If we propose Nominees for election at Genzyme’s 2011 annual meeting,we expect that our Nominees and designees, subject to their fiduciary duties under applicable law, would cause the Genzyme Board to:

• approve the Offer and the Proposed Merger, or otherwise act to satisfy the Chapter 110F Condition; and

• take any other actions necessary to cause the Proposed Merger to be consummated.

Neither this Offer to Purchase nor the Offer constitutes a solicitation of proxies in connection with a Proxy Solicitation or otherwise. Any such solicitation will be made only pursuant to separate proxy solicitation materials complying with the requirements of the rules and regulations of the SEC.

Plans for Genzyme. Following the Proposed Merger, Parent plans to put its resources behind Genzyme to invest in developing new treatments, enhance penetration in existing markets and further expand into emerging markets. Parent intends to leverage its strong global footprint and its manufacturing expertise in order to address Genzyme’s manufacturing issues. Parent recognizes the strategic importance of the greater Boston area, and established its oncology and vaccines research units in Cambridge. Parent intends that Genzyme would become the global center for excellence for Parent in rare diseases and further increase Parent’s presence in the greater Boston area. Genzyme’s management and employees would play a key role within Sanofi-Aventis following the acquisition.

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In connection with the Offer, Parent and the Purchaser have reviewed, and will continue to review, on the basis of publicly available information, various possible business strategies that they might consider in the event that the Purchaser acquires control of Genzyme. In addition, if and to the extent that the Purchaser acquires control of Genzyme or otherwise obtains access to the books and records of Genzyme, Parent and the Purchaser intend to conduct a detailed review of Genzyme and its assets, financial projections, corporate structure, capitalization, operations, properties, policies, management and personnel and consider and determine what, if any, changes would be desirable to achieve anticipated synergies in the combined company, in light of the circumstances which then exist. Such strategies could include, among other things, changes in Genzyme’s business, facility locations, corporate structure, rationalization of employment and cost levels, product development, marketing strategies, capitalization, management or dividend policy.

If the Shares are not delisted following consummation of the Offer, we intend to cause the delisting of the Shares by the Nasdaq promptly following consummation of the Proposed Merger. We intend to seek to cause Genzyme to terminate registration of the Shares under the Exchange Act as soon after the consummation of the Offer as the requirements for deregistration, including the delisting of the Shares, are met. See Section 12 – “Certain Effects of the Offer.”

Genzyme has not paid any dividends on the Shares in its last two fiscal years. If we acquire control of Genzyme, we currently intend that, prior to our acquisition of all of the outstanding Shares or the consummation of the Proposed Merger, no dividends will be declared on the Shares.

Except as set forth in this Offer to Purchase, the Purchaser and Parent have no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving Genzyme or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any sale or transfer of a material amount of assets of Genzyme or any of its subsidiaries, (iii) any material change in Genzyme’s capitalization or dividend policy or (iv) any other material change in Genzyme’s corporate structure or business.

Statutory Requirements; Approval of the Proposed Merger. Under the MBCA and the Chapter 110F of the General Laws of Massachusetts (“Chapter 110F”), if we acquire, pursuant to the Offer or otherwise, at least 90% of the outstanding Shares, we believe we would be able to approve the Proposed Merger without a vote of the Genzyme Board or other shareholders. If we acquire less than 90% of the outstanding Shares, and the Chapter 110F Condition is satisfied, the Proposed Merger would require the approval of both the Genzyme Board and the holders of a majority of the outstanding Shares.

If the Chapter 110F Condition is not satisfied but we elect, in our sole discretion, to consummate the Offer, Chapter 110F could significantly delay our ability to acquire the entire equity interest in Genzyme. In general, Chapter 110F prevents an “interested shareholder” (generally, a shareholder owning 5% or more of a corporation’s outstanding voting stock or an affiliate or associate thereof, subject to certain exceptions) from engaging in a “business combination” (defined to include a merger or consolidation and certain other transactions) with a Massachusetts corporation for a period of three years following the time on which such shareholder became an interested shareholder unless (i) prior to such time the corporation’s board of directors approved either the business combination or the transaction which resulted in such shareholder becoming an interested shareholder, (ii) upon consummation of the transaction which resulted in such shareholder becoming an interested shareholder, the interested shareholder owned at least 90% of the corporation’s voting stock outstanding at the time the transaction commenced (excluding shares owned by certain employee stock plans and persons who are directors and also officers of the corporation) or (iii) at or subsequent to such time the business combination is approved by the corporation’s board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested shareholder.

The provisions of Chapter 110F also do not apply to a Massachusetts corporation if, among other things, (i) such corporation has elected not to be governed by Chapter 110F, by the affirmative vote of a majority of the

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shares entitled to vote (provided that such amendment would not be effective until 12 months after its adoption and would not apply to any business combination between such corporation and any person who became an interested shareholder on or prior to its adoption); (ii) such corporation does not have 200 or more shareholders of record; (iii) the corporation does not have its principal executive office or substantial assets within Massachusetts (with certain exceptions) and either more than 10% of its shareholders of record are Massachusetts residents or more than 10% of its issued and outstanding shares are owned of record by Massachusetts residents; (iv) the interested shareholder becomes an interested shareholder inadvertently and divests, as soon as practicable, sufficient shares so that it ceases to be an interested shareholder; or (v) such business combination is proposed by an interested shareholder prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required under Massachusetts law of such proposed transaction, among other things.

The Offer is subject to satisfaction of the Chapter 110F Condition, which will be satisfied if, among other things, (i) prior to the acceptance for payment of Shares pursuant to the Offer, the Genzyme Board approves the Offer or the Proposed Merger or (ii) there are validly tendered prior to the Expiration Date and not withdrawn a number of Shares which, together with the Shares then owned by us, would represent at least 90% of the Shares outstanding on the date hereof (excluding Shares owned by certain employee stock plans and persons who are directors and also officers of Genzyme).

We reserve the right to waive the Chapter 110F Condition, although there can be no assurance that we will do so, and we have not determined whether we would be willing to do so under any circumstances. If we waive such condition and purchase Shares pursuant to the Offer or otherwise and Chapter 110F is applicable, we may nevertheless seek to consummate a merger or other business combination with Genzyme. We believe we would be able to cause the consummation of such a merger or other business combination if we own a majority of the outstanding Shares and (i) such merger or other business combination is approved by the Genzyme Board and authorized at an annual or special meeting of shareholders of Genzyme, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding Shares not owned by us or our affiliates and associates; or (ii) such merger or other business combination occurs after the expiration of three years following the date we became an interested shareholder.

On the other hand, if we waive the Chapter 110F Condition and purchase Shares pursuant to the Offer or otherwise and are prevented by Chapter 110F from consummating a merger or other business combination with Genzyme for any period of time, we may (i) determine not to seek to consummate such a merger or other business combination, (ii) seek to acquire additional Shares in the open market, pursuant to privately negotiated transactions or otherwise, at prices that may be higher, lower or the same as the price paid in the Offer or (iii) seek to effect one or more alternative transactions with or by Genzyme. We have not determined whether we would take any of the actions described above under such circumstances.

The exact timing and details of any merger or other similar business combination involving Genzyme will necessarily depend upon a variety of factors, including the number of Shares we acquire pursuant to the Offer. Although we currently intend to propose a merger or similar business combination generally on the terms described above, it is possible that, as a result of substantial delays in our ability to effect such a transaction, actions Genzyme may take in response to the Offer, information we obtain hereafter, changes in general economic or market conditions or in the business of Genzyme or other currently unforeseen factors, such a transaction may not be so proposed, may be delayed or abandoned or may be proposed on different terms. We reserve the right not to propose a merger or other similar business combination with Genzyme or to propose such a transaction on terms other than those described above. Specifically, we reserve the right (i) to propose consideration in a merger or other similar business combination consisting of securities or a combination of cash and securities and (ii) to propose consideration in such a transaction having a value that is greater than or less than the amount referred to above.

The foregoing discussion is not a complete statement of Massachusetts law and is qualified in its entirety by reference to Chapter 110F and the MBCA.

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Appraisal Rights. You do not have appraisal rights as a result of the Offer.

In addition, you may not have appraisal rights if the Proposed Merger is consummated following consummation of the Offer. Section 13.02(a)(1) of the MBCA generally provides that shareholders of a Massachusetts corporation are entitled to appraisal rights in the event of a merger, but contains an exception for transactions where cash is the sole consideration received by the shareholders and certain other conditions are met. At the time of the Proposed Merger, the Genzyme Board of Directors will determine whether it believes such exception applies. In addition, Section 13.02 of the MBCA has not yet been the subject of judicial interpretation. In the event of the Proposed Merger, any Genzyme shareholder believing it is entitled to appraisal rights and wishing to preserve such rights should carefully review Sections 13.01 through 13.31 of Part 13 of the MBCA, which set forth the procedures to be complied with in perfecting any such rights. Failure to strictly comply with the procedures set forth in Part 13 of the MBCA may result in the loss of any appraisal rights to which such shareholder otherwise may be entitled.

If any holder of Shares who demands appraisal under Part 13 of the MBCA fails to perfect, or effectively withdraws or loses its rights to appraisal as provided in the MBCA, the Shares of such shareholder will be converted into the right to receive the price per Share paid in the Proposed Merger. A shareholder may withdraw its demand for appraisal by delivering to us a written withdrawal of its demand for appraisal and acceptance of the Proposed Merger. A shareholder’s right to obtain payment for the fair value of its shares shall also terminate if the Proposed Merger is abandoned or rescinded, if a court having jurisdiction permanently enjoins or sets aside the Proposed Merger, or if the shareholder’s demand for payment is withdrawn with the consent of the Company.

In light of the complexity of Part 13 of the MBCA, any Genzyme shareholders wishing to pursue appraisal rights with respect to the Proposed Merger should consult their legal advisors.

The foregoing discussion is not a complete statement of the MBCA and is qualified in its entirety by reference to the MBCA.

12. Certain Effects of the Offer.

Market for the Shares. The purchase of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly, which could adversely affect the liquidity and market value of the remaining Shares. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Shares or whether such reduction would cause future market prices to be greater or less than the Offer Price.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on Nasdaq. According to the published guidelines of The Nasdaq Stock Market, LLC (the “Nasdaq Stock Market”), the Nasdaq Stock Market would consider disqualifying the Shares for listing on Nasdaq (though not necessarily for listing on The Nasdaq Capital Market) if, among other possible grounds, the number of publicly held Shares falls below 750,000, the total number of beneficial holders of round lots of Shares falls below 400, the market value of publicly held Shares over a 30 consecutive business day period is less than $5 million, there are fewer than two active and registered market makers in the Shares over a ten consecutive business day period, Genzyme has shareholders’ equity of less than $10 million, or the bid price for the Shares over a 30 consecutive business day period is less than $1. Furthermore, the Nasdaq Stock Market would consider delisting the Shares from Nasdaq altogether if, among other possible grounds, (i) the number of publicly held Shares falls below 500,000, (ii) the total number of beneficial holders of round lots of Shares falls below 300, (iii) the market value of publicly held Shares over a 30 consecutive business day period is less than $1 million, (iv) there are fewer than two active and registered market makers in the Shares over a ten consecutive business day period, (v) the bid price for the Shares over a 30 consecutive business day period is less than $1, or (vi)(A) Genzyme has shareholders’ equity of less than $2.5 million, (B) the market value of Genzyme’s listed securities is less than $35 million over a ten consecutive

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business day period, and (C) Genzyme’s net income from continuing operations is less than $500,000 for the most recently completed fiscal year and two of the last three most recently completed fiscal years. Shares held by officers or directors of Genzyme, or by any beneficial owner of more than 10% of the Shares, will not be considered as being publicly held for this purpose. There were (i) 254,839,847 shares of common stock of Genzyme issued and outstanding as of July 31, 2010, as reported in Genzyme’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 and (ii) outstanding options to purchase approximately 37,230,306 Shares of common stock of Genzyme as of December 31, 2009, as reported in Genzyme’s Definitive Proxy Statement filed April 26, 2010. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares are either no longer eligible for Nasdaq or are delisted from Nasdaq altogether, the market for Shares will be adversely affected.

Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Exchange Act Registration. The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application of Genzyme to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by Genzyme to its shareholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to Genzyme, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with shareholders’ meetings and the related requirement of furnishing an annual report to shareholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of Genzyme and persons holding “restricted securities” of Genzyme to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be “margin securities” or be eligible for listing on Nasdaq. We intend and will cause Genzyme to terminate the registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration are met. If registration of the Shares is not terminated prior to the Proposed Merger, the registration of the Shares under the Exchange Act will be terminated following the consummation of the Proposed Merger.

Effect on Genzyme Senior Notes. In June 2010, Genzyme issued $500.0 million of 3.625% Senior Notes due 2015 and $500.0 million of 5.000% Senior Notes due 2020 (together, the “Senior Notes”) under an Indenture dated June 17, 2010 between Genzyme and The Bank of New York Mellon Trust Company, N.A., as trustee, and a related first supplemental indenture (the “Senior Notes Indenture”). After completion of the Offer Parent may (i) cause Genzyme to keep the Senior Notes outstanding, subject to complying with a requirement in the indenture, if applicable, that Genzyme make an offer to purchase the Senior Notes at 101% of the principal amount of the notes, plus accrued and unpaid interest, in the event of a “Change of Control Triggering Event” under, and as defined in, the Indenture (generally, a change of control combined with a ratings downgrade of the Senior Notes to below investment grade) or (ii) cause Genzyme to redeem the Senior Notes as permitted by the Senior Notes Indenture. The Senior Notes were issued in a private placement and are currently registered under Section 15(d) of the Exchange Act. If we choose to keep the Senior Notes outstanding, we may cause Genzyme to cease filing periodic reports and other information with the SEC and providing such reports to the trustee under the Senior Notes Indenture and holders of the Senior Notes, if, when, and to the extent doing so, would be consistent with the requirements of SEC rules and regulations and the applicable provisions of the Indenture.

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13. Dividends and Distributions.

If, on or after the date of this Offer to Purchase, Genzyme (i) splits, combines or otherwise changes the Shares or its capitalization, (ii) acquires Shares or otherwise causes a reduction in the number of Shares, (iii) issues or sells additional Shares, or any shares of any other class of capital stock, other voting securities or any securities convertible into or exchangeable for, or rights, warrants or options, conditional or otherwise, to acquire, any of the foregoing, or (iv) discloses that it has taken such action, then, without prejudice to our rights under Section 14 – “Certain Conditions of the Offer,” we may make such adjustments in the Offer Price and other terms of the Offer and the Proposed Merger as we deem appropriate to reflect such split, combination or other change including the number or type of securities offered to be purchased.

If, on or after the date of this Offer to Purchase, Genzyme declares or pays any cash dividend on the Shares or other distribution on the Shares, or issues with respect to the Shares any additional Shares, shares of any other class of capital stock, other than voting securities or any securities convertible into, or rights, warrants or options, conditional or otherwise, to acquire, any of the foregoing, payable or distributable to shareholders of record on a date prior to the transfer of the Shares purchased pursuant to the Offer to us or our nominee or transferee on Genzyme’s stock transfer records, then, subject to the provisions of Section 14 – “Certain Conditions of the Offer,” (i) the Offer Price may be reduced by the amount of any such cash dividends or cash distributions and (ii) the whole of any such non-cash dividend, distribution or issuance to be received by the tendering shareholders will (a) be received and held by the tendering shareholders for our account and will be required to be promptly remitted and transferred by each tendering shareholder to the Depositary for our account, accompanied by appropriate documentation of transfer, or (b) at our direction, be exercised for our benefit, in which case the proceeds of such exercise will promptly be remitted to us. Pending such remittance and subject to applicable law, we will be entitled to all rights and privileges as owner of any such non-cash dividend, distribution, issuance or proceeds and may withhold the entire Offer Price or deduct from the Offer Price the amount or value thereof, as determined by us in our sole discretion.

14. Certain Conditions of the Offer.

Notwithstanding any other provisions of the Offer and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with applicable law, neither Parent nor the Purchaser shall be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to the Purchaser’s obligation to pay for or return tendered Shares promptly after termination or expiration of the Offer), pay for any tendered Shares if:

(a) the Minimum Condition shall not have been satisfied;

(b) the Chapter 110F Condition shall not have been satisfied;

(c) the Regulatory Condition shall not have been satisfied;

(d) the Impairment Condition shall not have been satisfied;

(e) there is threatened, instituted or pending any action or proceeding by any government, governmental authority or agency or any other person, domestic, foreign or supranational, before any court or governmental authority or agency, domestic, foreign or supranational, (i) challenging or seeking to, or which is reasonably likely to, make illegal, delay or otherwise, directly or indirectly, restrain or prohibit the making of the Offer or the Proposed Merger, the acceptance for payment of or payment for some or all of the Shares by us or any of our subsidiaries or affiliates or the consummation by us or any of our subsidiaries or affiliates of a merger or other similar business combination involving Genzyme, (ii) seeking to obtain material damages in connection with, or otherwise directly or indirectly relating to, the transactions contemplated by the Offer or any such merger or other similar business combination, (iii) seeking to restrain or prohibit the exercise of our full rights of ownership or operation by us or any of our subsidiaries or affiliates of all or any portion of our business or assets or those of Genzyme or any of our or Genzyme’s respective subsidiaries or affiliates or to compel us or

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any of our subsidiaries or affiliates to dispose of or hold separate all or any portion of our business or assets or those of Genzyme or any of our or Genzyme’s respective subsidiaries or affiliates or seeking to impose any limitation on our or any of our subsidiaries’ or affiliates’ ability to conduct such businesses or own such assets, (iv) seeking to impose or confirm limitations on our ability or that of any of our subsidiaries or affiliates effectively to exercise full rights of ownership of the Shares, including the right to vote any Shares acquired or owned by us or any of our subsidiaries or affiliates on all matters properly presented to Genzyme’s shareholders, (v) seeking to require divestiture by us or any of our subsidiaries or affiliates of any Shares, (vi) seeking any material diminution in the benefits expected to be derived by us or any of our subsidiaries or affiliates as a result of the transactions contemplated by the Offer or any merger or other business combination involving Genzyme, (vii) adversely affecting the financing of the Offer or any merger or other business combination involving Genzyme or (viii) that otherwise, in our reasonable judgment, has or may have material adverse significance with respect to either the value of Genzyme or any of its subsidiaries or affiliates or the value of the Shares to us or any of our subsidiaries or affiliates; or

(f) any action is taken, or any statute, rule, regulation, interpretation, judgment, injunction, order or decree is proposed, enacted, enforced, promulgated, amended, issued or deemed applicable to Parent, the Purchaser or any of their subsidiaries or affiliates, the Offer, the acceptance for payment of or payment for Shares, or any merger or other business combination involving Genzyme, by any court, government or governmental authority or agency, domestic, foreign or supranational (other than the application of the waiting period provisions of the HSR Act to the Offer or to any such merger or other business combination), that, in our reasonable judgment, does or may, directly or indirectly, result in any of the consequences referred to in clauses (i) through (viii) of paragraph (e) above; or

(g) any change occurs or is threatened (or any development occurs or is threatened involving a prospective change) in the business, assets, liabilities, financial condition, capitalization, operations, results of operations or prospects of Genzyme or any of its affiliates that, in our reasonable judgment, is or may be materially adverse to Genzyme or any of its affiliates, or we become aware of any facts that, in our reasonable judgment, would have material adverse significance with respect to either the value of Genzyme or any of its affiliates or the value of the Shares to us or any of our affiliates; or

(h) there occurs (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market, (ii) any decline in either the Dow Jones Industrial Average, the Standard and Poor’s Index of 500 Industrial Companies or the NASDAQ-100 Index by an amount in excess of 15%, measured from the close of business on October 1, 2010, (iii) any change in the general political, market, economic or financial conditions in the United States that, in our reasonable judgment, could have a material adverse effect on the business, assets, liabilities, financial condition, capitalization, operations, results of operations or prospects of Genzyme and its subsidiaries, taken as a whole, (iv) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (v) any material adverse change (or development or threatened development involving a prospective material adverse change) in United States dollars or any other currency exchange rates or a suspension of, or a limitation on, the markets therefor, (vi) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any attack on, outbreak or act of terrorism involving the United States, (vii) any limitation (whether or not mandatory) by any governmental authority or agency on, or any other event that, in our reasonable judgment, may adversely affect, the extension of credit by banks or other financial institutions or (viii) in the case of any of the foregoing existing as of the close of business on October 1, 2010, a material acceleration or worsening thereof; or

(i) (i) a tender or exchange offer for some or all of the Shares has been publicly proposed to be made or has been made by another person (including Genzyme or any of its subsidiaries or affiliates), or has been publicly disclosed, or we otherwise learn that any person or “group” (as defined in Section 13(d)(3) of the Exchange Act) has acquired or proposes to acquire beneficial ownership of more than 5% of any class or series of capital stock of Genzyme (including the Shares), through the

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acquisition of stock, the formation of a group or otherwise, or is granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of more than 5% of any class or series of capital stock of Genzyme (including the Shares) other than acquisitions for bona fide arbitrage purposes only and other than as disclosed in a Schedule 13D or 13G on file with the SEC on October 1, 2010, (ii) any such person or group which, prior to October 1, 2010, had filed such a Schedule with the SEC has acquired or proposes to acquire beneficial ownership of additional shares of any class or series of capital stock of Genzyme, through the acquisition of stock, the formation of a group or otherwise, constituting 1% or more of any such class or series, or is granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of Genzyme constituting 1% or more of any such class or series, (c) any person or group has entered into a definitive agreement or an agreement in principle or made a proposal with respect to a tender or exchange offer or a merger, consolidation or other business combination with or involving Genzyme or (d) any person has filed a Notification and Report Form under the HSR Act or made a public announcement reflecting an intent to acquire Genzyme or any assets or securities of Genzyme; or

(j) Genzyme or any of its subsidiaries has (i) split, combined or otherwise changed, or authorized or proposed the split, combination or other change of, the Shares or its capitalization, (ii) acquired or otherwise caused a reduction in the number of, or authorized or proposed the acquisition or other reduction in the number of, outstanding Shares or other securities, (iii) issued or sold, or authorized or proposed the issuance or sale of, any additional Shares, shares of any other class or series of capital stock, other voting securities or any securities convertible into, or options, rights or warrants, conditional or otherwise, to acquire, any of the foregoing (other than the issuance of Shares pursuant to and in accordance with the terms in effect on December 31, 2009, of employee stock options outstanding prior to such date), or any other securities or rights in respect of, in lieu of, or in substitution or exchange for any shares of its capital stock, (iv) permitted the issuance or sale of any shares of any class of capital stock or other securities of any subsidiary of Genzyme, (v) declared, paid or proposed to declare or pay any dividend or other distribution on any shares of capital stock of Genzyme, (vi) altered or proposed to alter any material term of any outstanding security, issued or sold, or authorized or proposed the issuance or sale of, any debt securities or otherwise incurred or authorized or proposed the incurrence of any debt other than in the ordinary course of business, (vii) authorized, recommended, proposed or announced its intent to enter into or entered into an agreement with respect to or effected any merger, consolidation, liquidation, dissolution, business combination, acquisition of assets, disposition of assets or relinquishment of any material contract or other right of Genzyme or any of its subsidiaries or any comparable event not in the ordinary course of business, (viii) authorized, recommended, proposed or announced its intent to enter into or entered into any agreement or arrangement with any person or group that, in our reasonable judgment, has or may have material adverse significance with respect to either the value of Genzyme or any of its subsidiaries or affiliates or the value of the Shares to us or any of our subsidiaries or affiliates, (ix) adopted, entered into or amended any employment, severance, change of control, retention or other similar agreement, arrangement or plan with or for the benefit of any of its officers, directors, employees or consultants or made grants or awards thereunder, in each case other than in the ordinary course of business or adopted, entered into or amended any such agreements, arrangements or plans so as to provide for increased benefits to officers, directors, employees or consultants as a result of or in connection with the making of the Offer, the acceptance for payment of or payment for some of or all the Shares by us or our consummation of any merger or other similar business combination involving Genzyme (including, in each case, in combination with any other event such as termination of employment or service), (x) except as may be required by law, taken any action to terminate or amend or materially increase liability under any employee benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974) of Genzyme or any of its subsidiaries, or we shall have become aware of any such action which was not previously announced, (xi) transferred into escrow (or other similar arrangement) any amounts required to fund any existing benefit, employment,

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severance, change of control or other similar agreement, in each case other than in the ordinary course of business, or (xii) amended, or authorized or proposed any amendment to, its articles of organization or bylaws (or other similar constituent documents) or we become aware that Genzyme or any of its subsidiaries shall have amended, or authorized or proposed any amendment to, their respective articles of organization or bylaws (or other similar constituent documents) which has not been previously disclosed; or

(k) we become aware (i) that any material contractual right of Genzyme or any of its subsidiaries has been impaired or otherwise adversely affected or that any material amount of indebtedness of Genzyme or any of its subsidiaries has been accelerated or has otherwise become due or become subject to acceleration prior to its stated due date, in each case with or without notice or the lapse of time or both, as a result of or in connection with the Offer or the consummation by us or any of our subsidiaries or affiliates of a merger or other similar business combination involving Genzyme or (ii) of any covenant, term or condition in any instrument or agreement of Genzyme or any of its subsidiaries that, in our reasonable judgment, has or may have material adverse significance with respect to either the value of Genzyme or any of its affiliates or the value of the Shares to us or any of our affiliates (including any event of default that may ensue as a result of or in connection with the Offer, the acceptance for payment of or payment for some or all of the Shares by us or our consummation of a merger or other similar business combination involving Genzyme); or

(l) we or any of our affiliates enters into a definitive agreement or announces an agreement in principle with Genzyme providing for a merger or other similar business combination with Genzyme or any of its subsidiaries or the purchase of securities or assets of Genzyme or any of its subsidiaries, or we and Genzyme reach any other agreement or understanding pursuant to which it is agreed that the Offer will be terminated;

(m) Genzyme or any of its subsidiaries shall have (i) granted to any person proposing a merger or other business combination with or involving Genzyme or any of its subsidiaries or the purchase of securities or assets of Genzyme or any of its subsidiaries any type of option, warrant or right which, in our reasonable judgment, constitutes a “lock-up” device (including a right to acquire or receive any Shares or other securities, assets or business of Genzyme or any of its subsidiaries) or (ii) paid or agreed to pay any cash or other consideration to any party in connection with or in any way related to any such business combination or purchase; or

(n) any required approval, permit, authorization, extension, action or non-action, waiver or consent of any governmental authority or agency (including the other matters described or referred to in Section 15 – “Certain Legal Matters; Regulatory Approvals”) shall not have been obtained on terms satisfactory to Parent and the Purchaser or any waiting period or extension thereof imposed by any government or governmental authority or agency with respect to the Offer shall not have expired.

The foregoing conditions are for the sole benefit of Parent and the Purchaser and their affiliates, may be asserted by either Parent or the Purchaser in our sole discretion, regardless of the circumstances giving rise to any such conditions, and may be waived by Parent or the Purchaser in whole or in part at any time and from time to time prior to the Expiration Date, subject to applicable law. We expressly reserve the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer. The failure by Parent or the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

15. Certain Legal Matters; Regulatory Approvals.

General. Except as described in this Section 15, based on our examination of publicly available information filed by Genzyme with the SEC and other information concerning Genzyme, we are not aware of any governmental license or regulatory permit that appears to be material to Genzyme’s business that might be

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adversely affected by our acquisition of Shares as contemplated herein or of any approval or other action by any governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by the Purchaser or Parent as contemplated herein. Should any such approval or other action be required, we currently contemplate that, except as described below under “State Takeover Statutes,” such approval or other action will be sought. While we do not currently intend to delay acceptance for payment of Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that if such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Genzyme’s business, any of which could cause us to elect to terminate the Offer without the purchase of Shares thereunder under certain conditions. See Section 14 – “Certain Conditions of the Offer.”

U.S. Antitrust Compliance. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the related rules and regulations that have been issued by the Federal Trade Commission (the “FTC”), certain transactions may not be consummated until specified information and documentary material (“Premerger Notification and Report Forms”) have been furnished to the FTC and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied. These requirements of the HSR Act apply to the acquisition of Shares in the Offer.

Under the HSR Act, our purchase of Shares in the Offer may not be completed until the expiration of a 15 calendar-day waiting period following the filing by Parent, as the ultimate parent entity of the Purchaser, of a Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division, unless the waiting period is earlier terminated by the FTC and the Antitrust Division. Accordingly, the required waiting period with respect to the Offer and the Proposed Merger will expire at 11:59 p.m., Eastern Daylight Time, 15 days following such filing, unless such 15^th day is a Saturday, Sunday, or other legal public holiday, in which case the waiting period will expire at 11:59 p.m., New York City Time, on the next regular business day, unless earlier terminated by the FTC and the Antitrust Division or unless the FTC or the Antitrust Division issues a request for additional information and documentary material (a “Second Request”) prior to that time. If within the 15 calendar day waiting period either the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer would be extended until 10 calendar days following the date of substantial compliance by Parent with that request, unless the FTC or the Antitrust Division terminates the additional waiting period before its expiration. After the expiration of the 10 calendar day waiting period, the waiting period could be extended only by court order or with the Purchaser’s consent. In practice, complying with a Second Request can take a significant period of time. Although Genzyme is required to file certain information and documentary material with the FTC and the Antitrust Division in connection with the Offer, neither Genzyme’s failure to make those filings nor a request for additional documents and information issued to Genzyme by the FTC or the Antitrust Division will extend the waiting period with respect to the purchase of Shares in the Offer.

At any time before or after the Purchaser’s acceptance for payment of Shares pursuant to the Offer, if the Antitrust Division or the FTC believes that the Offer may substantially lessen competition in any line of commerce affecting U.S. consumers, the FTC and the Antitrust Division have the authority to challenge the transaction by seeking a federal court order enjoining the transaction or, if Shares have already been acquired, requiring disposition of such Shares or, as a condition to clearance, the divestiture of substantial assets of the Purchaser, Genzyme or any of their respective subsidiaries or affiliates or requiring other conduct relief. U.S. state attorneys general and private persons may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to the Purchaser’s obligation to accept for payment Shares tendered in the Offer. While Parent believes that consummation of the Offer would not violate any antitrust laws, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. If any such action is threatened or commenced by the FTC, the Antitrust Division or any state or any other person, the Purchaser may not be obligated to consummate the Offer.

European Union Antitrust Compliance. Under Article 7(1) of Council Regulation No. 139/2004 (the “EC Proposed Merger Regulation”), a transaction meeting certain thresholds may not be completed before it is

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notified to the European Commission (the “EC”) and the EC (a) has not declared that the transaction does not to fall within the scope of the EC Proposed Merger Regulation, (b) has declared that the transaction is compatible with the common market, or (c) has been deemed to have declared that the transaction is compatible with the common market (an “EC Decision”). However, pursuant to Article 7(2) of the EC Proposed Merger Regulation, shares acquired pursuant to a public offer may be acquired before an EC Decision is taken provided the Purchaser timely notified the transaction to the EC and does not intend to exercise the voting rights prior to an EC Decision unless the EC grants a derogation permitting voting. The purchase of Shares pursuant to the Offer falls under the definition of a notifiable concentration pursuant to the EC Proposed Merger Regulation. The Purchaser does not intend to complete the Offer until an EC Decision has been issued.

Under the provisions of the EC Proposed Merger Regulation, the initial (Phase I) review period is 25 working days, which may be extended by 10 working days if the filing parties offer remedial undertakings. If the EC has serious doubts whether a notified transaction is compatible with the common market, it may initiate Phase II proceedings, which may last an additional 90 to 125 working days.

If the EC concludes, after review, that the Offer impedes effective competition on the common market or on a substantial part of it, the EC could prohibit the transaction by declaring that the concentration is incompatible with the common market. Alternatively, the EC could require a remedy such as the divestiture of Shares acquired by the Purchaser or, as a condition to clearance, the divestiture of substantial assets of Parent or its subsidiaries, or of Genzyme or its subsidiaries. Although we believe that consummation of the Offer is not incompatible with the common market, there can be no assurance that a challenge to the Offer will not be made by the EC or, if a challenge is made, what the result will be.

Other Foreign Antitrust Filings. The Purchaser and Genzyme and certain of their respective subsidiaries conduct business in several foreign countries where regulatory filings or approvals may be required or desirable in connection with the consummation of the Offer. The Purchaser believes that it will be required to notify the Offer to the relevant antitrust authorities in Brazil, Japan, and Korea.

Brazilian Antitrust Compliance. Under Law 8884 and its related resolutions administered by Antitrust Commission (“CADE”), an office of the Ministry of Finance in charge of economic affairs (“SEAE”), and an office of the Ministry of Justice (“SDE”) (collectively, the “Brazilian Antitrust Authorities”), a transaction meeting certain thresholds must be notified to the Brazilian Antitrust Authorities within fifteen business days of commencement of the Offer. Under Brazilian law, there is no automatic suspension of a notified transaction pending approval by the Brazilian Antitrust Authorities. If the Brazilian Antitrust Authorities conclude that the transaction creates or strengthens a dominant position or causes a lessening or restriction of competition in Brazil, the Brazilian Antitrust Authorities could prohibit the transaction. Alternatively, they could require a remedy such as the divestiture of Shares acquired by the Purchaser or, as a condition to clearance, the divestiture of substantial assets of Parent or its subsidiaries, or of Genzyme or its subsidiaries. Although we believe that consummation of the Offer will not create or strengthen a dominant position or result in a lessening or restriction of competition in Brazil, there can be no assurance that a challenge to the Offer will not be made or, if a challenge is made, what the result will be.

Japanese Antitrust Compliance. Under Chapter 4 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, as amended, and the relevant provisions of the Cabinet Ordinance and Regulations for the Law (collectively, the “Antimonopoly Law”), a transaction meeting certain thresholds may not be completed before it is notified to the Japanese Fair Trade Commission (“JFTC”) and the JFTC has issued a clearance decision or has permitted the review period to expire without issuing a request for additional information or otherwise extending the review period. The purchase of Shares pursuant to the Offer constitutes a notifiable transaction under the Antimonopoly Law.

Under the provisions of the Antimonopoly Law, the initial review period is 30 days, which may be extended by between 90 and 120 days if the JFTC has serious doubts whether a notified transaction will substantially restrain competition in Japan.

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If the JFTC concludes that the transaction substantially restrains competition in Japan, it could prohibit the transaction. Alternatively, it could require a remedy such as the divestiture of Shares acquired by the Purchaser or, as a condition to clearance, the divestiture of substantial assets of Parent or its subsidiaries, or of Genzyme or its subsidiaries. Although we believe that consummation of the Offer does not substantially restrain competition in Japan, there can be no assurance that a challenge to the Offer will not be made by the JFTC or, if a challenge is made, what the result will be.

Korean Antitrust Compliance. Under the Monopoly Regulation and Fair Trade Act, as amended, and related rules and regulations (“MRFTA”) that have been issued by the Korea Fair Trade Commission (the “KFTC”), a transaction meeting certain thresholds is subject to review and clearance by the KFTC. The purchase of Shares pursuant to the Offer constitutes a notifiable transaction and will be subject to review, after consummation of the Offer, under the MRFTA.

Under the provisions of the MRFTA, the initial review period is 30 days, which may be extended by up to 90 days if the KFTC has serious doubts whether a notified transaction will have an anti-competitive effect in Korea.

If the KFTC concludes that the transaction has an anti-competitive effect in Korea, it could require a remedy such as the divestiture of Shares acquired by the Purchaser or, as a condition to clearance, the divestiture of substantial assets of Parent or its subsidiaries, or of Genzyme or its subsidiaries. Although we believe that consummation of the Offer will not have an anti-competitive effect in Korea, there can be no assurance that a challenge to the Offer will not be made by the KFTC or, if a challenge is made, what the result will be.

State Takeover Laws. Genzyme is incorporated under the laws of Massachusetts. Chapter 110C of the General Laws of Massachusetts, entitled “Regulation of Take-Over Bids in the Acquisition of Corporations” (“Chapter 110C”) purports to impose procedural requirements in connection with certain take-over bids. A take-over bid is the acquisition or offer to acquire stock which would result in the acquirer possessing more than 10% of the voting power of any class of an issuer’s stock. A take-over bid does not include, among other things, any offer which the board of directors of the issuer has consented to and approved and has recommended its shareholders accept, if the terms of such bid, including any inducements to officers or directors which are not made available to all shareholders, have been furnished to the shareholders. The Purchaser has elected to make the filings with the Secretary of State of the Commonwealth of Massachusetts purportedly required by Chapter 110C. However, the Purchaser reserves its right to challenge the applicability or validity of Chapter 110C in appropriate court proceedings.

A number of states other than Massachusetts have adopted laws and regulations applicable to attempts to acquire securities of corporations that are incorporated, or have substantial assets, shareholders, principal executive offices or principal places of business, or whose business operations otherwise have substantial economic effects, in such states. In 1982, in Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining shareholders where, among other things, the corporation is incorporated, and has a substantial number of shareholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional as applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a U.S. federal district court in Florida held in Grand Metropolitan PLC v. Butterworth that the provisions

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of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida. The state law before the Supreme Court was by its terms applicable only to corporations that had a substantial number of shareholders in the state and were incorporated there.

Genzyme, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Proposed Merger and have not attempted to comply with any such laws (except as described above with respect to Chapter 110C). The Purchaser reserves the right to challenge the applicability or validity of any state law purportedly applicable to the Offer and nothing in this Offer to Purchase or any action taken in connection with the Offer is intended as a waiver of such right.

Should any person seek to apply any state takeover law to the Offer or any merger or other business combination between us or any of our affiliates and Genzyme, we will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. If it is asserted that one or more state takeover statutes is applicable to the Offer or any such merger or other business combination and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or any such merger or other business combination, we might be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and we may be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or any such merger or other business combination. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 14 – “Certain Conditions of the Offer.”

Litigation.

On August 11, 2010, The Jerry L. & Mena M. Morelos Revocable Trust, which purports to be a Genzyme shareholder, filed a putative class action complaint against Genzyme, its Board of Directors and Chief Financial Officer (collectively, the “Individual Defendants”) and Parent in the United States District Court for the District of Massachusetts, Case No. 1:10-cv-11356 (the “Morelos Revocable Trust Action”). The complaint alleges that the Individual Defendants are breaching their fiduciary duties to Genzyme’s public shareholders by, among other things, failing to maximize shareholder value in a potential transaction with Parent, and that Genzyme and Parent are aiding and abetting those breaches. The complaint seeks, among other things, an order certifying a plaintiff class consisting of all public Genzyme shareholders, an order enjoining a potential transaction between Genzyme and Parent, and an award of attorneys’ fees and costs of litigation. The defendants have not yet answered or otherwise responded to the complaint.

On August 16, 2010, the Chester County Employees Retirement Fund, which also purports to be a Genzyme shareholder, filed a putative class action complaint against Genzyme and its Board of Directors in Massachusetts state court (Middlesex County), Docket No. 10-3065 (the “Chester County Action”). The complaint alleges that Genzyme’s directors are breaching their fiduciary duties to Genzyme’s public shareholders by, among other things, failing to engage in good faith negotiations with Parent or any other potential bidder to obtain the best possible offer for Genzyme and its shareholders. The complaint seeks, among other things, an order certifying a plaintiff class consisting of all public Genzyme shareholders, an order enjoining Genzyme’s directors from employing defensive maneuvers or other defensive tactics to prevent Genzyme’s shareholders from receiving and accepting a valid and value-maximizing offer for their Genzyme shares, an order directing Genzyme’s directors to exercise their fiduciary duties to obtain a transaction that is in the best interests of Genzyme’s shareholders, including negotiating fully and in good faith with Parent and/or any other potential bidder, damages in an unspecified amount, and an award of attorneys’ fees and costs of litigation. On September 2, 2010, the plaintiff filed an amended complaint, which adds factual allegations regarding post-August 16, 2010 events (including Parent’s August 29, 2010 non-binding proposal to acquire Genzyme and Genzyme’s rejection of the same) and

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seeks the same relief. The defendants have not yet answered or otherwise responded to the amended complaint. On September 9, 2010, the plaintiff filed an emergency motion for expedited discovery, which motion is currently pending.

On August 17, 2010, Alan R. Kahn, who also purports to be a Genzyme shareholder, filed a putative class action complaint against Genzyme, its Board of Directors and Parent in Massachusetts state court (Middlesex County), Docket No. 10-3067 (the “Kahn Action”). Like the complaint in the Morelos Revocable Trust Action, the complaint in the Kahn Action alleges that Genzyme’s directors are breaching their fiduciary duties to Genzyme’s public shareholders by, among other things, failing to maximize shareholder value in a potential transaction with Parent, and that Parent is aiding and abetting those breaches. The complaint seeks, among other things, an order certifying a plaintiff class consisting of all public Genzyme shareholders, an order enjoining the potential transaction between Genzyme and Parent, damages in an unspecified amount, and an award of attorneys’ fees and costs of litigation. On September 3, 2010, the plaintiff filed a notice of voluntary dismissal of his complaint as to Parent. The remaining defendants have not yet answered or otherwise responded to the complaint.

On September 8, 2010, Bernard Malina, who also purports to be a Genzyme shareholder, filed a putative class action complaint against Genzyme and its Board of Directors in the United States District Court for the District of Massachusetts, Case No. 1:10-cv-11532 (the “Malina Action”). Like the complaint in the Chester County Action, the complaint in the Malina Action alleges that Genzyme’s directors are breaching their fiduciary duties to Genzyme’s public shareholders by, among other things, failing to engage in good faith negotiations with Parent or any other bidder to obtain the best possible offer for Genzyme and its shareholders. The complaint seeks, among other things, an order certifying a plaintiff class consisting of all public Genzyme shareholders, an order directing Genzyme’s directors to fulfill their fiduciary duties by cooperating with any entity or person, including Parent, having a bona fide interest in proposing a transaction that would maximize Genzyme shareholder value, damages in an unspecified amount, and an award of attorneys’ fees and costs of litigation. The defendants have not yet answered or otherwise responded to the complaint.

On September 9, 2010, Emanuel Resendes, who also purports to be a Genzyme shareholder, filed a putative class action complaint against the Individual Defendants in the United States District Court for the District of Massachusetts, Case No. 1:10-cv-11536 (the “Resendes Action”). Like the complaints in the Chester County and Malina Actions, the complaint in the Resendes Action alleges that the Individual Defendants are breaching their fiduciary duties to Genzyme’s public shareholders by, among other things, failing to engage in good faith negotiations with Parent or any other bidder to obtain the best possible offer for Genzyme and its shareholders. The complaint seeks, among other things, an order certifying a plaintiff class consisting of all public Genzyme shareholders, an order enjoining the Individual Defendants from entering into any contractual provisions that harm Genzyme’s shareholders or prohibit the Individual Defendants from maximizing shareholder value (including any confidentiality agreement or contract designed to impede the maximization of shareholder value), an order enjoining the Individual Defendants from adopting, implementing or instituting any defensive measures that have or are intended to have the effect of making the consummation of an offer to purchase Genzyme more difficult or costly for a potential acquiror, and an award of attorneys’ fees and costs of litigation. The defendants have not yet answered or otherwise responded to the complaint.

On September 14, 2010, William S. Field, III, Trustee U/A dated October 12, 1991 by William S. Field, Jr., who also purports to be a Genzyme shareholder, filed a putative class action complaint against Genzyme and the Individual Defendants in the United States District Court for the District of Massachusetts, Case No. 1:10-cv-11565 (the “Field Action”). Like the complaints in the Chester County, Malina and Resendes Actions, the complaint in the Field Action alleges that the Individual Defendants are breaching their fiduciary duties to Genzyme’s public shareholders by, among other things, failing to engage in good faith negotiations with Parent or any other bidder to obtain the best possible offer for Genzyme and its shareholders. The complaint seeks, among other things, an order certifying a plaintiff class consisting of all public Genzyme shareholders, an order appointing an independent Genzyme special committee with full authority to (i) evaluate, negotiate and, if in Genzyme’s shareholders’ best interest, enter into a transaction with Parent or another bidder and (ii) pursue

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other opportunities to maximize shareholder value, damages in an unspecified amount, and an award of attorneys’ fees and costs of litigation. The defendants have not yet answered or otherwise responded to the complaint.

16. Fees and Expenses.

J.P. Morgan Securities LLC is acting as Dealer Manager in connection with the Offer and it and certain of its affiliates (collectively, “JPM”) have provided certain financial advisory services to Parent in connection with the proposed acquisition of Genzyme, for which services JPM will receive customary compensation. JPM will be reimbursed for its reasonable fees and expenses, including the reasonable fees and disbursements of JPM’s counsel, incurred in connection with JPM’s engagement, and will be indemnified, along with certain related parties, against specified liabilities, including liabilities under the federal securities laws. In the ordinary course of business, JPM and its respective affiliates may actively trade or hold securities or loans of Parent and Genzyme for their own accounts or for the accounts of customers and, accordingly, JPM and/or its respective affiliates may at any time hold long or short positions in these securities or loans.

The Purchaser has retained MacKenzie Partners, Inc. to be the Information Agent and Computershare Trust Company, N.A. to be the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telecopy, telegraph and personal interview and may request banks, brokers, dealers and other nominees to forward materials relating to the Offer to beneficial owners of Shares.

The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services in connection with the Offer, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection therewith, including certain liabilities under federal securities laws.

Neither Parent nor the Purchaser will pay any fees or commissions to any broker or dealer or to any other person (other than to the Depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by the Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers.

17. Miscellaneous.

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. However, we may, in our sole discretion, take such action as we may deem necessary to make the Offer in any such jurisdiction and extend the Offer to holders of Shares in such jurisdiction.

No person has been authorized to give any information or to make any representation on behalf of Parent or the Purchaser not contained herein or in the Letter of Transmittal, and, if given or made, such information or representation must not be relied upon as having been authorized. No broker, dealer, bank, trust company, fiduciary or other person shall be deemed to be the agent of the Purchaser, the Depositary, the Dealer Manager or the Information Agent for the purpose of the Offer.

Parent and the Purchaser have filed with the SEC a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act, together with exhibits furnishing certain additional information with respect to the Offer, and may file amendments thereto. A copy of such documents and any amendments thereto, may be examined at, and copies may be obtained from, the SEC in the manner set forth under Section 8 – “Certain Information Concerning Parent, the Purchaser and Certain Related Persons” above.

GC Merger Corp.

October 4, 2010

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SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER, PARENT AND CERTAIN

RELATED PERSONS

1. DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER.

The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of GC Merger Corp. are set forth below. The business address and phone number of each such director and executive officer is c/o Sanofi-Aventis U.S., 55 Corporate Drive, Bridgewater, New Jersey 08807, (908) 981-5000. Unless otherwise indicated, each director and executive officer is a citizen of the United States of America.

NAME AND POSITION	PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Gregory Irace Director, Chief Executive Officer and President	Gregory Irace holds a B.S. in accounting from Albany State University (New York). He began his career at Price Waterhouse in 1980 and received his CPA in 1982. He spent 11 years at Price Waterhouse becoming a Senior Audit Manager in 1988, and a Senior Manager in the Corporate Finance Department in 1989. In 1991 he joined Sterling Winthrop Inc. as Regional Controller and in 1993 he became Director of Financial Planning and Analysis for Sanofi-Aventis Winthrop L.P. From October 1994 to January 2007, he was Chief Financial Officer of Sanofi-Aventis’ Pharmaceutical Operations in the United States, most recently serving as Senior Vice President, Finance and Administration and Chief Financial Officer of Sanofi-Aventis U.S. He was appointed to his present position as President and Chief Executive Officer of Sanofi-Aventis U.S. in February 2007, and is a member of Sanofi-Aventis’ Management Committee. In addition, he serves as a board member and/or officer of a number of Sanofi-Aventis’ subsidiaries.
Wayne Pisano Director	Wayne Pisano holds a bachelor’s degree in biology from St. John Fisher College, Rochester, New York, and an MBA from the University of Dayton, Ohio. Prior to Sanofi Pasteur he held various marketing and sales positions with Reed and Carnrick Pharmaceuticals and Sandoz/Novartis. He joined Sanofi Pasteur as Vice President, U.S. Marketing in May 1997 and then served as Senior Vice President of U.S. Marketing & Sales, Executive Vice President of Sanofi Pasteur North America and Senior Vice President, Global Commercial Operations. He was appointed to his present position as Senior Vice President Vaccines of Sanofi-Aventis in August 2007 and joined the Executive Committee of Sanofi-Aventis in November 2009. In addition, he serves as a board member of a number of Sanofi-Aventis’ subsidiaries.
Philippe Grillet Chief Financial Officer	Philippe Grillet graduated in management and economics from EM Lyon. He began his career as an external auditor and joined Sanofi-Aventis as Head of Consolidation for Pharma Division in 1990. He subsequently held a series of management positions in Accounting, Consolidation and Finance. He was appointed Head of Finance and Administration for Global Operations in Europe in 2003 and also assumed responsibility for Regional Business Development and Prices in 2007. He was Vice President, Finance and Administration, Europe Region from 2007 until his appointment as Vice President, Finance and Chief Financial Officer, United States and Canada Region, on August 1st, 2010. In addition, he serves as a board member and/or officer of a number of Sanofi-Aventis’ subsidiaries. Philippe Grillet is a citizen of France.

NAME AND POSITION	PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Richard Thomson Treasurer	Richard Thomson holds bachelor’s degrees in finance and insurance and risk management from Temple University (Philadelphia, Pennsylvania). Until January 2005, he was Vice President & Treasurer of Sanofi-Synthelabo Inc. He has been Vice President and Treasurer of Sanofi-Aventis U.S. since January 2005 and a director of Aventis Inc. since January 2005. In addition to his positions at Sanofi-Aventis U.S. and Aventis Inc., he serves as a director or as treasurer of a number of Sanofi-Aventis’ subsidiaries.
John Spinnato Vice President, General Counsel and Secretary	John Spinnato holds Bachelor of Arts and Juris Doctorate degrees from the University of Dayton and an LLM from the Georgetown University Law Center. Until December 2005, he was Vice President, General Counsel and Secretary of Sanofi-Synthelabo Inc. From December 2005 to August 2007, he was Vice President and General Counsel of Pharmaceutical Operations at Sanofi-Aventis US. He has served as Vice President and General Counsel and Secretary of Sanofi-Aventis U.S. since August 2007. In addition, he serves as a board member and/or officer of a number of Sanofi-Aventis’ subsidiaries.

2. DIRECTORS AND EXECUTIVE OFFICERS OF PARENT.

The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Parent are set forth below. The business address and phone number of each such director and executive officer is c/o Sanofi-Aventis, 174, avenue de France, 75013 Paris, France, +33 1 53 77 40 00. Unless otherwise indicated, each director and executive officer is a citizen of France.

NAME AND POSITION

PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND EMPLOYMENT HISTORY

Serge Weinberg Chairman of the Board of Directors Director

Serge Weinberg holds a Bachelor’s degree in Law, a Graduate Degree of “Institut d’Études Politiques” and is a graduate of the ENA — Ecole Nationale d’Administration (1976). He held different positions as a “sous-préfet” from 1976 to 1981, and became Chief of Staff of the French Budget Minister, Laurent Fabius, in 1981. After a position as Deputy General Manager for Finance at the French Television Channel FR3 (1982 to 1983), he became Chief Executive Officer and then Chairman of the Havas Tourisme Group from 1983 to 1987. He was then appointed CEO of Pallas Finance for three years and joined the Pinault Group in 1990 as President of CFAO. In the Pinault Group he was then appointed Chairman and CEO of Rexel from 1991 to 1995 and chaired the Management Board of the PPR Group for 10 years. In March 2005, he founded the investment firm Weinberg Capital Partners, which manages funds dedicated to LBO and real estate. Within the Weinberg Capital Partners Group he is President of Weinberg Capital Partners (SAS), Director of Alliance Industrie, member of the supervisory board of Amplitude Group, Vice President and Director of Financière Poinsétia, Vice President and Director of Financière Sasa, Member of the Executive Committee of Pharma Omnium International, Director of Sasa Industrie, Director of VL Holding, Member of the Supervisory Board of Financière BFSA, Director of Team Partners Group. He is also Manager of Maremma, Manager of Alret, and a member of the Supervisory Board

I-2

NAME AND POSITION	PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND EMPLOYMENT HISTORY
	of Schneider Electric, Director of Rothschild Concordia, Member of the board of Rothschild & Cie, President of Corum, President of Financière Piasa, President of Piasa Holding and Director of Piasa. Serge Weinberg was also non-executive Chairman of the Board of the Accor Group from 2006 to 2009. He was a member of the “Growth Release Committee” (Attali Committee, 2007 to 2010). He is a member of the Board of AFEP (French Association of Private Entreprises) and is also Founding Member and Treasurer of the “Brain and Spinal Cord Institute”— Institut du Cerveau et de la Moelle Épinière (ICM). He was appointed as a director of Sanofi-Aventis in 2009, and appointed Chairman of the Board of Directors in 2010.
Christopher Viehbacher Chief Executive Officer Director	Christopher Viehbacher is a graduate of the Queens University (Ontario, Canada) and a certified public accountant. After beginning his career at Price WaterhouseCoopers, between 1988 and 2008 he acquired broad international experience in Europe, in the United States and in Canada with the GlaxoSmithKline (GSK) company. In his last position, Christopher Viehbacher was President, Pharmaceutical Operations North America, a member of the board and Co-Chairman of the Portfolio Management Board. Christopher Viehbacher has been a member of the board of PhRMA (United States) since 2007, a member of the Health Leadership Council (United States) since 2005, a member of the board of Research America (United States) since 2006, a member of the board of Burroughs Wellcome Fund (United States) since 2008, a member of the Advisory Board of the Center for Healthcare Transformation (United States) since 2008 and a member of the Board of Experts of Fuqua School of Business, Duke University (United States) since 2002. He is also currently a member of the board of the Business Roundtable (United States). He was appointed to his present position in 2008, and is a member of the Strategic Reflection Committee. Christopher Viehbacher is a citizen of Germany and Canada.
Uwe Bicker Independent Director	Uwe Bicker studied chemistry and medicine in Berlin and Heidelberg. He received his doctorate degree in both fields and has been a professor at the Faculty of Medicine of the University of Heidelberg since 1983. From 1975 to 1994, he held various positions at Boehringer Mannheim (later Roche AG). In 1994, he joined the Hoechst Group to serve as a board member of the group’s subsidiary, Behringwerke AG; he also joined the Executive Board of Hoechst Marion Roussel and was named Chairman of the Executive Board of Dade Behring, Inc., Deerfield/Illinois, USA. Since 2004, he has held positions on several advisory and supervisory boards and as Vice-Chairman of the Supervisory Board of Epigenomics AG (Germany). In addition, he has served as a member of the Supervisory Board of Future Capital AG (Frankfurt, Germany), as a member of the Supervisory Board of Definiens AG (Münich, Germany) since 2004, as a director of the Aventis Foundation since 2004 and as a member of the Board of Trustees of Bertelsmann Stiftung (Bertelsman Foundation, Germany) since 2008, Chairman of the Supervisory Board of Siemens Healthcare Diagnostics Holding GmbH (Eschborn, Germany) and a Member of the Advisory Board of Morgan Stanley (Germany). He was first elected as a director of Sanofi-Aventis in 2008 and is a member of the Strategic Reflection Committee. Uwe Bicker is a citizen of Germany.

I-3

NAME AND POSITION	PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND EMPLOYMENT HISTORY
Robert Castaigne Director	Robert Castaigne is a graduate of the École Centrale of Lille and the École Nationale Superieure du Petrole et des Moteurs. From 1972 to May 2008, he held several positions within Total S.A., including Chief Financial Officer from June 1994 to May 2008, Chairman and Chief Executive Officer of Total Chimie from June 1996 to May 2008 and Chairman and Chief Executive Officer of Total Nucléaire from October 1992 to May 2008. In addition, he was a director of Elf Aquitaine from March 2000 to June 2008, a director of Petrofina (Belgium) from May 1999 to June 2008, a director of Total Upstream UK Ltd (UK) from October 2005 to June 2008 and a director of Total Gabon from June 2003 to August 2008. Between March 2000 and February 2006, he was a director of Arkema and between May 2000 and October 2006 he was a director of Alphega. He has served as a director of Vinci since 2007, as a director of Société Générale since 2009 and as a director of Compagnie Nationale à Portefeuille (Belgium) since 2008. He was first elected as a director of Sanofi-Aventis in 2000 and is a member of the Audit Committee.
Thierry Desmarest Director	Thierry Desmarest is a graduate of the École Polytechnique and of the École Nationale Supérieure des Mines de Paris. From 1971 to 1975, he served as, among other things, Director of Mines and Geology in New Caledonia. From 1975 to 1978 and 1978 to 1980, he served as technical advisor on the staffs of the Minister of Industry and the Minister of Economy, respectively. He joined Total S.A. in 1981, where he held various management positions, including President of Exploration & Production until 1995. He served as Chairman and Chief Executive Officer of Total S.A. from May 1995 until February 2007, and from February 2007 to May 2010 served as Chairman of the Board of Total. Thierry Desmarest is the Chairman of the Nominating and Governance Committee of Total S.A. He is also currently President of the Total Foundation and a director of the Louvre Museum, and has served as a director of Air Liquide since 1999, as a director of Renault SA since 2008, as a director of Renault SAS since 2008 and as a director of Bombardier (Toronto, Canada) since 2009. He formerly served as director of Areva from 2006 to April, 2010. In addition, he is a member of the Nominating and Remuneration Committee of Air Liquide, a member of the Remuneration Committee of Renault SA, a member of the board of directors of the École Polytechnique and President of the École Polytechnique Foundation. Thierry Desmarest was Chairman and CEO of Elf Aquitaine from February 2000 to May 30, 2007. He was first elected as a director of Sanofi-Aventis in 2000 and is a member of the Remuneration Committee, the Nomination and Governance Committee and of the Strategic Reflection Committee.
Lord Douro Independent Director	Lord Douro is a graduate of the University of Oxford. From 1979 to 1989, he was a member of European Parliament. Lord Douro was Chairman of Framlington Group Ltd (United Kingdom) from 1993 to October 2005 and from 1995 to 2000, he was Chairman of Sun Life & Provincial Holdings Plc. From 2003 to August 2007, he was a Commissioner of English Heritage (United Kingdom). He has served as

I-4

NAME AND POSITION	PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND EMPLOYMENT HISTORY
	Chairman of Richemont Holdings UK Ltd (United Kingdom) since 1990 and as Chairman of Kings College London (United Kingdom) since 2007. In addition, he has been a director of Pernod Ricard since 2003, a director of Abengoa Bioenergy (Spain) since 2006, a director and a member of the Nominating Committee of Compagnie Financière Richemont AG (Switzerland) since 2000, a director of GAM Worldwide (United Kingdom) since 1983 and an advisor to Crédit Agricole (United Kingdom) since 2006. In July 2010, he was appointed a director of the RIT Capital, where he chairs the Remuneration Committee and the Conflicts Committee, an is a member of the Nomination Committee. He was first elected as a director of Sanofi-Aventis in 2002 and is a member of the Nominating and Governance Committee and of the Strategic Committee. Lord Douro is a citizen of the United Kingdom.
Jean-René Fourtou Independent Director	Jean-René Fourtou is a graduate of the École Polytechnique. From 1963 to 1986, he held several positions within the Bossard group, including Chairman and CEO of the Bossard group from 1977 to 1986. From 1986 to 1999, he was the Chairman and CEO of Rhône-Poulenc and from 2002 to 2005, he was Chairman and CEO of Vivendi Universal. Jean-René Fourtou has been the Chairman of the Supervisory Board of Vivendi since 2005. He has also served as a member of the Supervisory Board of Axa from 1990 to 2010, as a director of Cap Gemini SA since 2002, as a director of Axa Millésimes SAS since 2002 and as a director Nestlé (Switzerland) since 2006. He is also currently Chairman of the Supervisory Board of Canal+ group, a director of NBC Universal, Inc. (United States) and a member of the Supervisory Board of Maroc Telecom. Jean-René Fourtou was Vice-Chairman of the Supervisory Board of Axa until 2010 and Vice-President, President, then Honorary President of the International Chamber of Commerce from 2002 until 2008. From 1999 to 2004, he served in various roles at Aventis, including as Vice-Chairman of the Executive Board, Vice Chairman of the Supervisory Board and as a member of the Strategic Committee. He was first elected as a director of Sanofi-Aventis in 2004 and is a member of the Remuneration Committee, the Nominating and Governance Committee and the Strategic Reflection Committee.
Claudie Haigneré Independent Director	Claudie Haigneré is a rheumatologist and holds an M.D. and a Ph.D. in science (neuroscience). In 1985, she was selected by the Centre National d’Études Spatiales (CNES) as a candidate astronaut. She was a rheumatologist at the Hôpital Cochin in Paris from 1984 to 1992, a researcher at the Neurosensory Physiology Laboratory of the CNES from 1985 to 1990, and became head of the Scientific Programs in Life Sciences at the French space agency, CNES, in 1990. She was an astronaut with the CNES, then ESA (European Space Agency), flying a space mission to the MIR space station in 1996 and a second mission to the International Space Station (ISS) in 2001. Ms Haigneré was appointed Minister for European Affairs from March 2004 to May 2005, after having been Minister for Research and New Technologies from June 2002 to March 2004. From 2005 to 2009, Claudie Haigneré was an

I-5

NAME AND POSITION	PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND EMPLOYMENT HISTORY
	advisor to the Chief Executive Officer of ESA, and President of the Cité des Sciences et de l’Industrie. She is currently CEO of Universcience (which includes the Cité des Sciences and the Palais de la découverte (Science Center)). In addition, she has served as a director and member of the Strategy Committee of France Telecom since 2007, and is also currently a director of Aéro-Club de France, a director of the Fondation de France, a director of the Fondation CGénial and a director of the L’Oréal Business Foundation. She is also currently a member of the International Academy of Astronautics, a member of the Académie des Technologies, the Académie des Sports, and the Académie nationale de l’Air et de l’Espace. She was first elected as a director of Sanofi-Aventis in 2008 and is a member of the Nominating and Governance Committee.
Igor Landau Director	Igor Landau is a graduate of École des Hautes Études Commerciales (HEC) and of INSEAD. He served as Director General of the German subsidiary of La Compagnie du Roneo from 1968 to 1970. From 1971 to 1975, he was an executive advisor at McKinsey. From 1975 to 2004, he held various positions within Rhône-Poulenc, including as a member of the Executive Board of Aventis from December 1999 to May 2002 and as Chairman of the Executive Board of Aventis from May 2002 to August 2004. He also served as a director of Fisons from March 2003 to June 2004, as a director of Aventis Behring from February 2000 to March 2004, as a director of Essilor from 2001 to 2005 and as a director of Thomson from September 2002 to December 2005. In addition, he was a member of the Supervisory Board of Dresdner Bank from April 2003 to December 2006 and a member of the Supervisory Board of Adidas AG from 2004 to 2009. In addition, he has served as a director of HSBC France since 2002, as a member of the Supervisory Board of Allianz AG since 2005 and as Chairman of the Supervisory Board of Adidas AG since 2009. He is also currently a director of INSEAD. He was first elected as a director of Sanofi-Aventis in 2004.
Christian Mulliez Director	Christian Mulliez is a graduate of the E.S.S.E.C. Business School (École Supérieure des Sciences Économiques et Commerciales). From 1984 to 2002, he held several positions within Synthélabo, and then in Sanofi-Synthélabo, including Vice President, Finance Department. Since 2003 he has been Vice-President, Administration and Finance Department of L’Oréal. He is also Chairman of the Board of Directors of Regefi, a director of DG 17 Invest and a director of Galderma Pharma (Switzerland). In addition, he has served as a director of L’Oréal USA Inc. since 2003 and as a director of The Body Shop International (United Kingdom) since 2006. He was first elected as a director of Sanofi-Aventis in 2004.
Lindsay Owen-Jones Director	Lindsay Owen-Jones holds a Bachelor’s Degree in Literature from the University of Oxford and is also a graduate of the Institut Européen d’Administration des Affaires. Since 1969, he has held several positions within the L’Oréal group, including that of Chairman and Chief Executive Officer of L’Oréal from September 1988 to April 2006, and has served as its Chairman of the Board of Directors since 1988. Lindsay Owen-Jones was also Vice-Chairman and a member of the Supervisory

I-6

NAME AND POSITION	PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND EMPLOYMENT HISTORY
	Board of Air Liquide from November 2001 to May 2006 and Vice-Chairman of the Board of Directors of Air Liquide from May 2006 to May 2009. He was a director of BNP Paribas from June 1989 to December 2005 and a director of Galderma Pharma (Switzerland) from June 1999 to May 2006. He has also served as Chairman of the Strategy and Achievement Committee of L’Oréal since 2004 and Chairman of the Board of Directors of the L’Oréal Business Foundation since 2007. He has been President of Alba Plus since 2006 and a director of Ferrari S.p.A. (Italy) since 2005. He has been a director of L’Oréal USA Inc. since 1981 and Chairman of both L’Oréal USA Inc. and L’Oréal UK Ltd since 1991. He was first elected as a director of Sanofi-Aventis in 1999 and is a member of the Remuneration Committee, the Nominating Governance Committee and the Strategic Reflection Committee. Lindsay Owen-Jones is a citizen of the United Kingdom.
Klaus Pohle Independent Director	Klaus Pohle holds a doctorate in law from the University of Frankfurt and a LLM from Harvard University. From 1966 to 1980, he held several positions within the BASF Group. From 1981 to 2003, he was Vice Chairman of the Board of Executive Directors and CFO of Schering AG, and from 2003 to 2005 he served as Chairman of the German Accounting Standards Board. He was Chairman of the Audit Committee and Vice-Chairman of the Supervisory Board of Lion Bioscience AG (Germany) until August 2004, Chairman of the Supervisory Board (October to November 2008), Vice-Chairman of the Supervisory Board (until October 2008), Chairman of the Audit Committee (until November 2008) and a member of the Nominating and Governance Committee (until November 2008) of Hypo Real Estate Holding AG, Munich (Germany) and a member of the Supervisory Board and Chairman of the Audit Committee of DWS Investment GmbH, Frankfurt (Germany) until April 2009. He is currently a professor of business administration at Berlin Institute of Technology, and also serves as a director of the Labelux Group GmbH (Austria) and as a director and Chairman of the Audit Committee of Coty Inc. New York (United States). He was first elected as a director of Sanofi-Aventis in 2004 and is Chairman of the Audit Committee. Klaus Pohle is a citizen of Germany.
Gérard Van Kemmel Independent Director	Gérard Van Kemmel is a graduate of the École des Hautes Études Commerciales (HEC) and holds an MBA from Stanford University Graduate School of Business. From 1966 to 1995, he held several positions at Arthur Anderson/Andersen Consulting, including President of Arthur Andersen and Andersen Consulting from 1976 to 1995 and President of the board of Arthur Andersen Worldwide (1989 to 1994). From 1996 to 1997, he was advisor to the Minister of Finance and from 1997 to 2006, he held several positions at Cambridge Technology Partners (including Chief Operating Officer) and at Novell, including Chairman EMEA. Gérard Van Kemmel has been a director of Eurotunnel Group (operator of the Channel tunnel) since 2008, a director of Europacorp since 2008, a member of its Audit Committee and a director of Eurotunnel NRS Holders Company Limited (United Kingdom) between 2006 and 2010. He was first elected as a director of Sanofi-Aventis in 2003 and is a member of the Remuneration Committee, the Audit Committee and the Nominating and Governance Committee.

I-7

NAME AND POSITION	PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND EMPLOYMENT HISTORY
Hanspeter Spek Member of the Management Committee President Global Operations Member of the Executive Committee	Hanspeter Spek graduated from business school in Germany. In 1974, he completed a management training program at Pfizer International, and then joined Pfizer RFA as a junior product manager. He served in various positions at Pfizer RFA, including as manager of the marketing division. Mr. Spek joined Sanofi Pharma GmbH, a German subsidiary of Sanofi-Aventis, in 1985 as Marketing Director, and served in various positions in Germany and then at Sanofi-Aventis in France, before being named Senior Vice President Europe following the merger with Synthélabo in 1999. He served as Executive Vice President, International Operations from October 2000, until January 2003, when he was named in charge of worldwide operations of Sanofi-Synthélabo. He was appointed Executive Vice President, Pharmaceutical Operations in August 2004 and then President, Global Operations in November 2009. Hanspeter Spek is a citizen of Germany.
Jérôme Contamine Member of the Management Committee Executive Vice President, Chief Financial Officer Member of the Executive Committee	Jérôme Contamine is a Graduate of École Polytechnique (X), and ENSAE, the national statistics and economics engineering school, affiliated with the Ministry of Finance (1982). He also graduated from the ENA — Ecole Nationale d’Administration. After 4 years at the “Cour des Comptes”, as a Senior State General Auditor, he joined Elf Aquitaine in 1988, as advisor to the Chief Financial Officer, and became Group Finance Director & Treasurer in 1991. He became the General Manager of Elf Petroleum Norway in 1995, after being named Deputy Vice President of Elf Upstream Division for Europe and the U.S. In 1999, he was appointed as a member of the taskforce for integration with Total, in charge of the reorganization of the merged entity, TotalFinaElf, and became, in 2000, Vice President Europe and Central Asia, Upstream Division of Total. The same year, he joined Veolia Environnement as CFO and Deputy General Manager. He was a director of several subsidiaries of the Veolia group until January 2009, and was a director of FCC Spain and Cementos Portland Spain until 2004. He has also served as a director of Valeo since May 2006. Jérôme Contamine was appointed Executive Vice President, Chief Financial Officer (CFO) in March 2009.
Marc Cluzel Member of the Management Committee Executive Vice President Research & Development Member of the Executive Committee	Marc Cluzel is a Doctor of Medicine and a Doctor of Science. He began his career in hospital medicine before carrying out research at Johns Hopkins University (Baltimore) and Guy’s Hospital (London). In 1991, he joined Sanofi Recherche as a clinical pharmacologist, and was then appointed successively as Senior Project Director in 1993, Vice President, Research Projects Management in 1996 (retaining this position after the 1999 merger with Synthélabo) and Vice President, International Development in 2001 (retaining this position after the 2004 merger with Aventis). Marc Cluzel was appointed Senior Vice President Research & Development in January 2007 and then Executive Vice President Research & Development in November 2009.

I-8

NAME AND POSITION	PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND EMPLOYMENT HISTORY
Karen Linehan Member of the Management Committee Senior Vice President Legal Affairs and General Counsel Member of the Executive Committee	Karen Linehan graduated from Georgetown University with Bachelor of Arts and Juris Doctorate degrees. Prior to practicing law, Ms. Linehan served on the congressional staff of the Speaker of the U.S. House of Representatives from September 1977 to August 1986. Until December 1990, she was an Associate in a mid-size law firm in New York, New York. In January 1991, she joined Sanofi-Aventis as Assistant General Counsel of its U.S. subsidiary. In July 1996, Ms. Linehan moved to Paris to work on international matters within the Group and she has held a number of positions within the Legal Department, most recently as Vice President — Deputy Head of Legal Operations. She was appointed to her current position in March 2007. Karen Linehan is a citizen of the United States of America and Ireland.
Philippe Luscan Member of the Management Committee Senior Vice President Industrial Affairs Member of the Executive Committee	Philippe Luscan is a graduate of the École Polytechnique and the École des Mines in Biotechnology in Paris. He began his career in 1987 as a Production Manager at Danone. In 1990, he joined the Group as Director of the Sanofi Chimie plant at Sisteron, France, and subsequently served as Industrial Director of Sanofi-Aventis in the United States, as Vice President Supply Chain and as Vice President Chemistry. He was appointed to his present position effective September 2008.
Wayne Pisano Member of the Management Committee Senior Vice President Vaccines Member of the Executive Committee	See above. Wayne Pisano is a citizen of the United States of America.
Roberto Pucci Member of the Management Committee Senior Vice President Human Resources Member of the Executive Committee	Roberto Pucci has a Law degree from the University of Lausanne, Switzerland. He started his career in 1985 at Coopers & Lybrand in Geneva, Switzerland as an external auditor. He then joined Hewlett-Packard (HP) in 1987, where he held various positions in Human Resources in Switzerland and Italy including HR Manager for the European Headquarters and Human Resources Director in Italy. In 1999, he became Director, Compensation & Benefits for Agilent Technologies, a spin off from HP, and was appointed Vice President Human Resources Europe in 2003. In 2005 he moved to the United States to join Case New Holland, a subsidiary of the Fiat Group, as Senior Vice President, Human Resources, and was appointed, in 2007, Executive Vice President, Human Resources for the Fiat Group in Torino, Italy. He was appointed to his present position in October 2009. Roberto Pucci is a citizen of Italy and Switzerland.

I-9

Manually signed facsimiles of the Letter of Transmittal, properly completed, will be accepted. The Letter of Transmittal and certificates evidencing Shares and any other required documents should be sent or delivered by each shareholder or its, his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below:

The Depositary for the Offer is:

By Mail:	By Overnight Courier:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011	Computershare Trust Company, N.A. c/o Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021

Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at its address and telephone numbers listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained from the Information Agent or the Dealer Manager. Shareholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer.

The Information Agent for the Offer is:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or

(800) 322-2885 (Toll Free)

Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

(877) 371-5947

EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

To Tender Shares Of Common Stock

of

GENZYME CORPORATION

at

$69.00 NET PER SHARE

Pursuant to the Offer to Purchase dated October 4, 2010

by

GC MERGER CORP.

a wholly-owned subsidiary of

SANOFI-AVENTIS

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,

NEW YORK CITY TIME, ON FRIDAY, DECEMBER 10, 2010, UNLESS THE

OFFER IS EXTENDED.

The Depositary for the Offer is:

By Mail:	By Overnight Courier:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011	Computershare Trust Company, N.A. c/o Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE SUBSTITUTE W-9 SET FORTH BELOW, IF REQUIRED. THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

THE TENDER OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM OR ON BEHALF OF) SHAREHOLDERS IN ANY JURISDICTION WHERE IT WOULD BE ILLEGAL TO DO SO.

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on certificate(s)) (Attach additional signed list if necessary)	Shares Tendered
	Certificate Number(s)(1)	Total Number of Shares Represented by  Certificate(s)(1)	Total Number of Shares Tendered(2)
	Total Shares

(1) Need not be completed by shareholders tendering by book-entry transfer.

(2) Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4.

This Letter of Transmittal is to be used by shareholders of Genzyme Corporation (“Genzyme”), if certificates for Shares (as defined below) are to be forwarded herewith or, unless an Agent’s Message (as defined in Section 2 of the Offer to Purchase) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at the Depositary Trust Company (“DTC”) (pursuant to the procedures set forth in Section 3 of the Offer to Purchase).

Shareholders whose certificates for Shares (“Share Certificates”) are not immediately available, or who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the Depositary prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase), must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase in order to participate in the Offer. See Instruction 2. Delivery of documents to DTC does not constitute delivery to the Depositary.

Additional Information if Shares Have Been Lost

If any Share Certificate you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated you should contact American Stock Transfer and Trust Company, Inc. as Transfer Agent at (212) 936-5100 regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the Share Certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 11.

2

Ladies and Gentlemen:

The undersigned hereby tenders to GC Merger Corp., a Massachusetts corporation (the “Purchaser”) a wholly-owned subsidiary of Sanofi-Aventis, the above-described shares of common stock, $0.01 par value per share (the “Shares”), of Genzyme Corporation, a Massachusetts corporation (“Genzyme”), pursuant to the Purchaser’s offer to purchase all outstanding Shares, at a purchase price of $69.00 per Share (the “Offer Price”), net to the sellers in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 4, 2010 (the “Offer to Purchase”), and in this Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements hereto or thereto, collectively constitute the “Offer”).

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment of the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Purchaser all right, title and interest in and to all of the Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after the date hereof (collectively, “Distributions”)) and irrevocably constitutes and appoints Computershare Trust Company, N.A. (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and any and all Distributions) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by Depositary Trust Company (“DTC”), together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (ii) present such Shares (and any and all Distributions) for transfer on the books of Genzyme and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.

By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints the Purchaser, Richard Thomson, Treasurer of the Purchaser, and Philippe Grillet, Chief Financial Officer of the Purchaser, and each of them, and any other designees of the Purchaser, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of Genzyme’s shareholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to and (iii) to otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by the Purchaser. This appointment will be effective if and when, and only to the extent that, the Purchaser accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). The Purchaser reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon the Purchaser’s acceptance for payment of such Shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of Genzyme’s shareholders.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby (and any and all Distributions) and that, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title to such Shares (and any and all Distributions), free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any

3

additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of the Purchaser all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price the amount or value of such Distribution as determined by the Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms of and subject to the conditions to the Offer (and if the Offer is extended or amended, the terms of or the conditions to any such extension or amendment).

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of all of the Shares purchased and, if appropriate, return any certificates for the Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of all of the Shares purchased and, if appropriate, return any certificates for the Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Shares purchased and, if appropriate, return any certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and, if appropriate, return any such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions,” please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at DTC. The undersigned recognizes that the Purchaser has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of the registered holder thereof if the Purchaser does not accept for payment any of the Shares so tendered.

4

SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted for payment (less any required withholding taxes) and/or certificates for Shares not tendered or not accepted are to be issued in the name of someone other than the undersigned.

Issue check and/or certificates to:

Name
(Please Print)
Address
	(Include Zip Code)
(Taxpayer Identification or Social Security No.)
(Also Complete Substitute W-9 Below)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted for payment and/or certificates for Shares not tendered or not accepted are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown above.

Mail check and/or certificates to:

Name

(Please Print)

Address

(Include Zip Code)

(Taxpayer Identification or Social Security No.)

(Also Complete Substitute W-9 Below)

IMPORTANT

SHAREHOLDER: SIGN HERE

(Please complete and return the attached Substitute Form W-9 below)

Signature(s) of Holder(s) of Shares

Dated:

Name(s)

(Please Print)

Capacity (full title) (See Instruction 5)

Address

(Include Zip Code)

Area Code and Telephone No.

Tax Identification or Social Security No. (See Substitute Form W-9 enclosed herewith)

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

5

Guarantee of Signature(s)

(If Required — See Instructions 1 and 5)

Authorized Signature:

Name:

Name of Firm:

Address:

(Include Zip Code)

Area Code and Telephone No.:

Dated:

6

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in DTC’s systems whose name(s) appear(s) on a security position listing as the owner(s) of the Shares) of Shares tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender. This Letter of Transmittal is to be completed if Share Certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Share Certificates evidencing tendered Shares, or timely confirmation of a book-entry transfer of Shares (a “Book-Entry Confirmation”) into the Depositary’s account at DTC, as well as this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message in connection with a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). Shareholders whose Share Certificates are not immediately available, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis or who cannot deliver all other required documents to the Depositary prior to the Expiration Date, may tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, must be received by the Depositary prior to the Expiration Date and (iii) the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry delivery, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.

The method of delivery of this Letter of Transmittal, Share Certificates and all other required documents, including delivery through DTC, is at the option and the risk of the tendering shareholder and the delivery will be deemed made only when actually received by the Depositary (including, in the case of Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery before the Expiration Date.

The Purchaser will not accept any alternative, conditional or contingent tenders, and no fractional Shares will be purchased. By executing this Letter of Transmittal (or facsimile thereof), the tendering shareholder waives any right to receive any notice of the acceptance for payment of the Shares.

This Letter of Transmittal, properly completed and duly executed, together with certificates representing Shares being tendered (or confirmation of book-entry transfer) and all other required documents, must be received before 11:59 p.m., New York City time, on the Expiration Date (as defined in Section 1 of the Offer to Purchase), or the tendering shareholder must comply with the procedures for guaranteed delivery.

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3. Inadequate Space. If the space provided herein is inadequate, the Share Certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto.

4. Partial Tenders. (Not applicable to shareholders who tender by book-entry transfer.) If fewer than all the Shares represented by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the box entitled “Total Number of Shares Tendered.” In such case, a new certificate for the remainder of the Shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificates without alteration, enlargement or any change whatsoever.

(b) Joint Holders. If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

(c) Different Names on Share Certificates. If any of the Shares tendered hereby are registered in different names on different Share Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

(d) Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of Share Certificates or separate stock powers are required unless payment of the purchase price is to be made, or Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, Share Certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the Share Certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted.

6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, the Purchaser or any successor entity thereto will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Share Certificate(s) for Shares not tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered Share Certificate(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such other person(s) will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to the Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificate(s) evidencing the Shares tendered hereby.

8

7. Special Payment and Delivery Instructions. If a check is to be issued in the name of, and, if appropriate, Share Certificates for Shares not tendered or not accepted for payment are to be issued or returned to, any person(s) other than the signer of this Letter of Transmittal or if a check and, if appropriate, such Share Certificates are to be returned to any person(s) other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed.

8. Substitute Form W-9. To avoid backup withholding, a tendering shareholder is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9, which is provided under “Important Tax Information” below, and to certify, under penalties of perjury, that such number is correct and that such shareholder is not subject to backup withholding of federal income tax, and that such shareholder is a U.S. person (as defined for U.S. federal income tax purposes). If a tendering shareholder has been notified by the Internal Revenue Service (“IRS”) that such shareholder is subject to backup withholding, such shareholder must cross out item (2) of the Certification box of the Substitute Form W-9, unless such shareholder has since been notified by the IRS that such shareholder is no longer subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering shareholder to federal income tax withholding on the payment of the purchase price of all Shares purchased from such shareholder. If the tendering shareholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such shareholder should check the box in Part 3 of the Substitute Form W-9, and sign and date the Substitute Form W-9. If the box in Part 3 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold a portion of all payments of the purchase price to such shareholder until a TIN is provided to the Depositary.

Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. Foreign shareholders should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. Such shareholders should consult a tax advisor to determine which Form W-8 is appropriate. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

9. Irregularities. All questions as to purchase price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser in its sole discretion, which determinations shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Purchaser’s counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Shares, and the Purchaser’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Purchaser shall determine. None of the Purchaser, the Depositary, the Dealer Manager or the Information Agent (as the foregoing are defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

10. Requests for Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal should be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below.

11. Lost, Destroyed or Stolen Share Certificates. If any certificate representing Shares has been lost, destroyed or stolen, the shareholder should promptly notify American Stock Transfer and Trust Company, Inc. as Transfer Agent at (212) 936-5100. The shareholder will then be instructed as to the steps that must be taken in order to replace the Share Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed Share Certificates have been followed.

9

IMPORTANT TAX INFORMATION

Under federal income tax law, a shareholder who is a U.S. person (as defined for U.S. federal income tax purposes) surrendering Shares must, unless an exemption applies, provide the Depositary (as payer) with the shareholder’s correct TIN on IRS Form W-9 or on the Substitute Form W-9 included in this Letter of Transmittal. If the shareholder is an individual, the shareholder’s TIN is such shareholder’s Social Security number. If the correct TIN is not provided, the shareholder may be subject to a $50 penalty imposed by the IRS and payments of cash to the shareholder (or other payee) pursuant to the Offer may be subject to backup withholding of a portion of all payments of the purchase price.

Certain shareholders (including, among others, corporations and certain foreign individuals and entities) may not be subject to backup withholding and reporting requirements. In order for an exempt foreign shareholder to avoid backup withholding, such person should complete, sign and submit an appropriate Form W-8 signed under penalties of perjury, attesting to his or her exempt status. A Form W-8 can be obtained from the Depositary. Such shareholders should consult a tax advisor to determine which Form W-8 is appropriate. Exempt shareholders, other than foreign shareholders, should furnish their TIN, check the box in Part 4 of the Substitute Form W-9 and sign, date and return the Substitute Form W-9 to the Depositary in order to avoid erroneous backup withholding. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.

If backup withholding applies, the Depositary is required to withhold and pay over to the IRS a portion of any payment made to a shareholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS, provided that the required information is timely furnished to the IRS.

Purpose of Substitute Form W-9

To prevent backup withholding on payments that are made to a shareholder with respect to Shares purchased pursuant to the Offer, the shareholder is required to notify the Depositary of the shareholder’s correct TIN by completing the Substitute Form W-9 included in this Letter of Transmittal certifying (1) that the TIN provided on the Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN), (2) that the shareholder is not subject to backup withholding because (i) the shareholder is exempt from backup withholding, (ii) the shareholder has not been notified by the IRS that the shareholder is subject to backup withholding as a result of a failure to report all interest and dividends or (iii) the IRS has notified the shareholder that the shareholder is no longer subject to backup withholding and (3) the shareholder is a U.S. person (as defined for U.S. federal income tax purposes).

What Number to Give the Depositary

The tendering shareholder is required to give the Depositary the TIN, generally the Social Security number or Employer Identification Number, of the record holder of the Shares tendered hereby. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute W-9” for additional guidance on which number to report. If the tendering shareholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, such shareholder should check the box in Part 3 of the Substitute Form W-9 and sign and date the Substitute Form W-9. If the box in Part 3 of the Substitute Form W-9 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold a portion of all payments of the purchase price until a TIN is provided to the Depositary. If the Depositary is provided with an incorrect TIN in connection with such payments, the shareholder may be subject to a $50.00 penalty imposed by the IRS.

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PAYER’S NAME: COMPUTERSHARE TRUST COMPANY, N.A.
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”)	Part 1 – PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. CHECK APPROPRIATE BOX:	Social Security Number or Employer Identification Number
	¨       Individual/Sole Proprietor	Part 3 –
		Awaiting TIN
	¨       Corporation	¨
	¨       Partnership
	¨       Other	Part 4 —
		Exempt
		¨
Please fill in your name and	Part 2 – Certification – Under penalties of perjury, I certify that:
address below.	(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);
Name Address (Number and Street)	(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and
City, State and Zip Code
	(3) I am a U.S. Person (including a U.S. resident alien)
	Certification Instructions – You must cross out Item (2) above if you have been notified by the IRS
	SIGNATURE	DATE

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. – Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

WHAT NAME AND NUMBER TO GIVE THE PAYER

For this type of account:	Give name and SSN of:
1.    Individual	The individual
2.    Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.    Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.  a.  The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
b.  So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.    Sole proprietorship or single-owner LLC	The owner(3)
For this type of account:	Give name and EIN of:
6.      Sole proprietorship or single-owner LLC	The owner(3)
7.      A valid trust, estate, or pension trust	Legal entity(4)
8.      Corporate or LLC electing corporate status on Form 8832	The corporation
9.      Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.    Partnership or multi-member LLC	The partnership
11.    A broker or registered nominee	The broker or nominee
12.    Account with the Department of Agriculture in the name of a public entity (such as state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s SSN.

(3) You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.

(4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

PAGE 2

OBTAINING A NUMBER

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the following:

A corporation.

A financial institution.

An organization exempt from tax under section 501(a), or an individual retirement plan or a custodial account under Section 403(b)(7).

The United States or any agency or instrumentality thereof.

A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

An international organization or any agency, or instrumentality thereof.

A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.

A real estate investment trust.

A common trust fund operated by a bank under section 584(a).

An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).

An entity registered at all times under the Investment Company Act of 1940.

A foreign central bank of issue.

A futures commission merchant registered with the Commodity Futures Trading Commission.

A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

Payments to nonresident aliens subject to withholding under Section 1441.

Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

Payments of patronage dividends where the amount received is not paid in money.

Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the following:

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

Payments of tax-exempt interest (including exempt-interest dividends under section 852).

Payments described in section 6049(b)(5) to non-resident aliens.

Payments on tax-free covenant bonds under section 1451.

Payments made by certain foreign organizations.

Mortgage interest paid to an individual.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE

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“EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments, other than interest, dividends, and patronage dividends, that are not subject to information reporting, are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A.

PRIVACY ACT NOTICE – Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a portion of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER – If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING – If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION – Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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The Depositary for the Offer is:

By Mail:	By Overnight Courier:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011	Computershare Trust Company, N.A. c/o Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021

Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. Questions or requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal may be directed to the Information Agent at the address and telephone numbers set forth below. Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the tender offer.

The Information Agent for the Offer is:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or

(800) 322-2885 (Toll Free)

Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

(877) 371-5947

EX-99.(A)(1)(C)

Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY

For Tender of Shares of Common Stock

of

GENZYME CORPORATION

at

$69.00 NET PER SHARE

Pursuant to the Offer to Purchase dated October 4, 2010

by

GC MERGER CORP.

a wholly-owned subsidiary of

SANOFI-AVENTIS

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 10, 2010, UNLESS THE

TENDER OFFER IS EXTENDED.

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (defined below) if (i) certificates representing shares of common stock, $0.01 par value per share (the “Shares”), of Genzyme Corporation, a Massachusetts corporation (“Genzyme”), are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis or (iii) time will not permit all required documents to reach Computershare Trust Company, N.A. (the “Depositary”) prior to the expiration of the Offer. This Notice of Guaranteed Delivery may be delivered by overnight courier, facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

By Mail:	By Facsimile Transmission:	By Overnight Courier:
Computershare Trust Company, N.A.	For Eligible Institutions Only: (617) 360-6810	Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions		c/o Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021
P.O. Box 43011 Providence, RI 02940-3011	For Confirmation Only Telephone: (781) 575-2332

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Ladies and Gentlemen:

The undersigned hereby tenders to GC Merger Corp., a Massachusetts corporation, (the “Purchaser”) and wholly-owned subsidiary of Sanofi-Aventis, a French société anonyme (“Parent”), upon the terms and subject to the conditions set forth in the offer to purchase, dated October 4, 2010 (the “Offer to Purchase”), and the related Letter of Transmittal (such offer, the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, $0.01 par value per share (the “Shares”), of Genzyme Corporation, a Massachusetts corporation (“Genzyme”), specified below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Number of Shares and Certificate No(s)

(if available):

¨       Check here if Shares will be tendered by book entry transfer.

DTC Account Number:

Dated:

Name(s) of Record Holder(s):

(Please type or print)

Address(es):

(Zip Code)

Area Code and Tel.

No.:

(Daytime telephone number)

Signature(s)

2

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, an Eligible Institution (defined in Section 3 of the Offer to Purchase), hereby (i) represents that the tender of Shares effected hereby complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended and (ii) guarantees delivery to the Depositary, at one of its addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Depositary Trust Company, in either case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, an Agent’s Message (defined in Section 2 of the Offer to Purchase), together with any other documents required by the Letter of Transmittal, all within three Nasdaq Global Select Market trading days after the date hereof.

Name of Firm:

Address:

(Zip Code)

Area Code and Tel. No.:

(Authorized Signature)

Name of Firm:

(Please type or print)

Title:

Dated:

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3

EX-99.(A)(1)(D)

Exhibit (a)(1)(D)

Offer To Purchase For Cash

All Outstanding Shares Of Common Stock

of

GENZYME CORPORATION

at

$69.00 NET PER SHARE

Pursuant to the Offer to Purchase dated October 4, 2010

by

GC MERGER CORP.

a wholly-owned subsidiary of

SANOFI-AVENTIS

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,

NEW YORK CITY TIME, ON FRIDAY, DECEMBER 10, 2010, UNLESS THE

TENDER OFFER IS EXTENDED.

October 4, 2010

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by GC Merger Corp., a Massachusetts corporation (the “Purchaser”) and a wholly-owned subsidiary of Sanofi-Aventis, a French société anonyme (“Parent”), to act as Dealer Manager in connection with the Purchaser’s offer to purchase (the “Offer”) for cash all outstanding shares of common stock, $0.01 par value per share (the “Shares”), of Genzyme Corporation, a Massachusetts corporation (“Genzyme”), at a purchase price of $69.00 per Share, net to the sellers in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 4, 2010 (the “Offer to Purchase”), and the related Letter of Transmittal enclosed herewith.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. The Offer to Purchase;

2. The Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients, together with “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” providing information relating to backup federal income tax withholding;

3. A Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to Computershare Trust Company, N.A. (the “Depositary”) by the Expiration Date (as defined in the Offer to Purchase) or if the procedure for book-entry transfer cannot be completed by the Expiration Date;

4. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and

5. A return envelope addressed to Computershare Trust Company, N.A., the Depositary, for your use only.

Certain conditions to the Offer are described in Section 14 (“Certain Conditions of the Offer”) of the Offer to Purchase.

We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at 11:59 p.m., New York City time, on Friday, December 10, 2010, unless the Offer is extended.

For Shares to be properly tendered pursuant to the Offer, (a) the share certificates or confirmation of receipt of such Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an “Agent’s Message” (as defined in the Offer to Purchase) in the case of book-entry transfer, and any other documents required in the Letter of Transmittal, must be timely received by the Depositary, or (b) the tendering shareholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and Letter of Transmittal.

The Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the Depositary and Information Agent as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. The Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

                    J.P. Morgan Securities LLC

Nothing contained herein or in the enclosed documents shall constitute you the agent of the Purchaser, the Dealer Manager, the Information Agent or the Depositary or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

2

EX-99.(A)(1)(E)

Exhibit (a)(1)(E)

Offer To Purchase For Cash

All Outstanding Shares Of Common Stock

of

GENZYME CORPORATION

at

$69.00 NET PER SHARE

Pursuant to the Offer to Purchase dated October 4, 2010

by

GC MERGER CORP.

a wholly-owned subsidiary of

SANOFI-AVENTIS

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 10, 2010, UNLESS THE

TENDER OFFER IS EXTENDED.

October 4, 2010

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated October 4, 2010 (the “Offer to Purchase”), and the related Letter of Transmittal in connection with the offer (the “Offer”) by GC Merger Corp., a Massachusetts corporation (the “Purchaser”) and a wholly-owned subsidiary of Sanofi-Aventis, a French société anonyme (“Parent”), to purchase for cash all outstanding shares of common stock, $0.01 par value per share (the “Shares”) of Genzyme Corporation, a Massachusetts corporation (“Genzyme”), at a purchase price of $69.00 per Share, net to the sellers in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions of the Offer.

We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

1. The offer price for the Offer is $69.00 per Share, net to you in cash, without interest thereon and less any required withholding taxes.

2. The Offer is being made for all outstanding Shares.

3. The Offer and withdrawal rights will expire at 11:59 p.m., New York City time, on Friday, December 10, 2010 unless the Offer is extended by the Purchaser.

4. The Offer is subject to certain conditions described in Section 14 (“Certain Conditions of the Offer”) of the Offer to Purchase.

5. Tendering shareholders who are registered shareholders or who tender their Shares directly to Computershare Trust Company, N.A. (the “Depositary”), will not be obligated to pay any brokerage commissions or fees, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on the Purchaser’s purchase of Shares pursuant to the Offer.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the Offer.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

2

INSTRUCTION FORM

With Respect to the Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

GENZYME

at

$69.00 NET PER SHARE

Pursuant to the Offer to Purchase

dated October 4, 2010

by

GC MERGER CORP.

a wholly-owned subsidiary of

SANOFI-AVENTIS

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated October 4, 2010, and the related Letter of Transmittal, in connection with the offer (the “Offer”) by GC Merger Corp., a Massachusetts corporation (the “Purchaser”) and a wholly-owned subsidiary of Sanofi-Aventis, a French société anonyme (“Parent”), to purchase for cash all outstanding shares of common stock, $0.01 par value per share (the “Shares”) of Genzyme Corporation, a Massachusetts corporation (“Genzyme”), at a purchase price of $69.00 per Share, net to the sellers in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions of the Offer.

The undersigned hereby instruct(s) you to tender to the Purchaser the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

ACCOUNT NUMBER:

NUMBER OF SHARES BEING TENDERED HEREBY:                SHARES*

The method of delivery of this document is at the election and risk of the tendering shareholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

* Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

Dated:

(Signature(s))

Please Print Names(s)

Address

Include Zip Code

Area code and

Telephone no.

Tax Identification

or Social Security No.

3

EX-99.(A)(1)(F)

Exhibit (a)(1)(F)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made only by the Offer to Purchase, dated October 4, 2010, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Shares. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Purchaser (as defined below) by J.P. Morgan Securities LLC (the “Dealer Manager”) or one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Purchaser.

Notice of Offer to Purchase for Cash

All of the Outstanding Shares of Common Stock

of

Genzyme Corporation

at

$69.00 Net Per Share

by

GC Merger Corp.

a wholly-owned subsidiary

of

Sanofi-Aventis

GC Merger Corp., a Massachusetts corporation (the “Purchaser”) and a wholly-owned subsidiary of Sanofi-Aventis, a French société anonyme (“Parent”), is offering to purchase all outstanding shares of common stock, $0.01 par value per share (the “Shares”), of Genzyme Corporation, a Massachusetts corporation (“Genzyme”), at a purchase price of $69.00 per Share (the “Offer Price”), net to the sellers in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 4, 2010, and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). Shareholders of record who tender directly to Computershare Trust Company, N.A. (the “Depositary”) will not be obligated to pay brokerage fees or commissions or, except as set forth in the Letter of Transmittal, transfer taxes on the purchase of Shares by the Purchaser pursuant to the Offer. Shareholders who hold their Shares through a broker, dealer, commercial bank, trust company or other nominee should consult such institution as to whether it charges any service fees.

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK
CITY TIME, ON FRIDAY, DECEMBER 10, 2010, UNLESS THE OFFER IS EXTENDED.

The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn before the expiration of the Offer a number of Shares, which, together with the Shares then owned by Parent and its subsidiaries (including the Purchaser), represents at least a majority of the total number of Shares outstanding on a fully diluted basis, (ii) Genzyme’s Board of Directors having approved the Offer and the merger described in the Offer to Purchase (the “Proposed Merger”) such that, or Parent and the Purchaser are otherwise satisfied in their sole discretion that, the restrictions on business combinations with interested shareholders set forth in Chapter 110F of the General Laws of Massachusetts and any other applicable anti-takeover laws are inapplicable to the Offer and the Proposed Merger, (iii) the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase of Shares under this Offer having expired or been terminated as described herein, and any other approvals or notifications under applicable foreign antitrust, competition or merger control laws applicable to the purchase of Shares under this Offer having been obtained or made as described in the Offer to Purchase and (iv) Genzyme not having entered into or effectuated any agreement or transaction with any person or entity having the effect of impairing the Purchaser’s or Parent’s ability to acquire Genzyme or otherwise diminishing the expected value to Parent of the acquisition of Genzyme.

The term “Expiration Date” means 11:59 p.m., New York City time, on Friday, December 10, 2010, unless the Purchaser, in its sole discretion, extends the period during which the Offer is open, in which event the term “Expiration Date” means the latest time and date at which the Offer, as so extended, expires. Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereof and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the Offer.

After the expiration of the Offer and acceptance for payment of the Shares validly tendered in, and not validly withdrawn from, the Offer, the Purchaser may, subject to certain conditions, decide to commence a subsequent offering period. A subsequent offering period, if included, will be an additional period of between three and 20 business days beginning on the next business day following the Expiration Date, during which any remaining shareholders may tender, but not withdraw, their Shares and receive the Offer Price. If the Purchaser provides a subsequent offering period, the Purchaser will accept for payment and promptly pay for all Shares that were validly tendered during the initial offering period.

For purposes of the Offer, the Purchaser will be deemed to have accepted for payment and thereby purchased Shares validly tendered and not withdrawn if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser’s acceptance of such Shares for payment pursuant to the Offer. Upon the terms and conditions of the Offer, the Purchaser will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price therefor with the Depositary, which will act as agent for the tendering shareholders for purposes of transmitting such payments to the tendering shareholders. Under no circumstances will the Purchaser pay interest on the purchase price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.

In all cases, the Purchaser will pay for Shares accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) certificates representing such Shares or timely confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 of the Offer to Purchase; (ii) a properly completed and duly executed Letter of Transmittal with all required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 2 of the Offer to Purchase) in lieu of the Letter of Transmittal; and (iii) any other documents required by the Letter of Transmittal.

Shares tendered pursuant to the Offer may be withdrawn at any time on or before the expiration of the Offer. Thereafter, tenders are irrevocable, except that Shares tendered may also be withdrawn after December 2, 2010, unless the Purchaser has already accepted them for payment. For a withdrawal of Shares to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of the Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name in which the certificates representing such Shares are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Section 3 of the Offer to Purchase), unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary. The Purchaser will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, and such determination will be final and binding. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of the Purchaser, Parent or any of their respective affiliates or assigns, the Depositary, the Information Agent 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 such notification. Withdrawals of tenders of Shares may not be rescinded and any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered by following one of the procedures for tendering Shares described in Section 3 of the Offer to Purchase at any time prior to the expiration of the Offer.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934 is contained in the Offer to Purchase and is incorporated herein by reference.

A request is being made to Genzyme for use of its shareholder lists and security position listings for the purpose of disseminating the Offer to Purchase, the related Letter of Transmittal and related documents to holders of Shares. Upon compliance by Genzyme with this request, this Offer to Purchase, the Letter of Transmittal and all other relevant materials will be mailed by us or by the Information Agent to record holders of Shares and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on Genzyme’s shareholder lists, or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares. Alternatively, if Genzyme so elects, the materials will be mailed to shareholders by Genzyme.

The receipt of cash by a holder of Shares pursuant to the Offer or the Proposed Merger will be a taxable transaction for U.S. federal income tax purposes. See Section 5 of the Offer to Purchase for a more detailed discussion of the tax treatment of the Offer. You are urged to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Proposed Merger.

The Offer to Purchase and the related Letter of Transmittal contain important information. Shareholders should carefully read both documents in their entirety before any decision is made with respect to the Offer. 

Questions and requests for assistance may be directed to the Information Agent at its address and telephone numbers set forth below. Requests for copies of the Offer to Purchase and the related Letter of Transmittal may be directed to the Information Agent or to brokers, dealers, commercial banks or trust companies. Such copies will be furnished promptly at the Purchaser’s expense. The Purchaser will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent or the Depositary) for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or

(800) 322-2885 (Toll Free)

Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

(877) 371-5947

October 4, 2010

EX-99.(A)(5)(A)

Exhibit (a)(5)(A)

Sanofi-aventis Commences Tender Offer

to Acquire All Outstanding Shares of

Genzyme for $69 per Share in Cash

- Genzyme’s Unwillingness to Engage in Constructive Discussions Leads sanofi-aventis to Take Offer Directly to Shareholders -

- All-Cash Offer Provides Immediate and Certain Value and a Significant Premium for Genzyme Shareholders -

Paris, France – October 4, 2010 - Sanofi-aventis (EURONEXT: SAN and NYSE: SNY) announced today it has commenced a tender offer for all outstanding shares of common stock of Genzyme Corporation (NASDAQ: GENZ) for $69 per share, net to the seller in cash, without interest and less any required withholding taxes. The transaction is valued at approximately $18.5 billion. The offer, which was unanimously approved by sanofi-aventis’ Board of Directors, is scheduled to expire at 11:59 p.m., New York City time on December 10, 2010.

While sanofi-aventis’ strong preference is to engage in constructive discussions with Genzyme, Genzyme’s Board and management team’s continued refusal to do so has led sanofi-aventis to commence the tender offer. A meeting between the two CEOs on September 20, 2010, proved unproductive, despite several attempts by sanofi-aventis to advance discussions. Sanofi-aventis executives met recently with shareholders who collectively own more than 50 percent of Genzyme’s outstanding shares. The conversations revealed that those shareholders were frustrated with Genzyme’s persistent refusal to have meaningful discussions regarding sanofi-aventis’ proposal. Sanofi-aventis sent a letter to Genzyme’s Board today informing it of the company’s intention to commence the tender offer, a copy of which is included with this release.

“Sanofi-aventis is committed to a transaction with Genzyme, and we believe that our offer reflects both Genzyme’s upside potential and its current operational challenges,” said Christopher A. Viehbacher, Chief Executive Officer of sanofi-aventis. “Our strong preference has been and continues to be to work together constructively with the Genzyme Board to reach a mutually agreeable transaction, but our attempts to do so have been blocked at every turn. Our recent meetings with Genzyme shareholders demonstrate that they support a transaction and are frustrated by Genzyme’s unwillingness to engage in constructive discussions with us. This has left us with no choice but to present the offer directly to Genzyme’s shareholders. We strongly believe our offer price of $69 per share in cash represents a compelling value for Genzyme shareholders.”

The sanofi-aventis tender offer represents a premium of 38% over Genzyme’s unaffected share price of $49.86 on July 1, 2010. Sanofi-aventis’ offer also represents a premium of almost 31% over the one-month historical average share price through July 22, 2010, the day prior to press speculation that sanofi-aventis had made an approach to acquire Genzyme.

Today, sanofi-aventis will file with the U.S. Securities and Exchange Commission (“SEC”) a Tender Offer Statement on Schedule TO, containing the Offer to Purchase, form of Letter of Transmittal and related tender offer documents, setting forth in detail the terms and conditions of the tender offer. The tender offer is conditioned on, among other things, (i) tender of a majority of the outstanding shares of Genzyme common stock, calculated on a fully-diluted basis, (ii) Genzyme’s Board of Directors having approved the tender offer and the subsequent merger described in the tender offer document filed by sanofi-aventis today with the “SEC” such that the restrictions on business combinations with interested shareholders under the General Laws of Massachusetts will be inapplicable to such transactions, (iii) the receipt of required regulatory approvals and (iv) Genzyme not having entered into any transaction or taken other actions that would impair completion of the tender offer or diminish the value of Genzyme to sanofi-aventis. Sanofi-aventis has secured financing for its offer from BNP Paribas, J.P. Morgan Europe Limited and Société Générale.

Sanofi-aventis’ lead financial advisors for this transaction are Evercore Partners and J.P. Morgan and its legal advisor is Weil, Gotshal & Manges LLP.

Conference Call

Sanofi-aventis will hold a call for investors and analysts on Monday, October 4, 2010 at 9.00 a.m. ET / 3.00 p.m. CET to discuss the tender offer. Those wishing to listen and participate should dial one of the following numbers:

France:	+33 (0)1 72 00 13 68
UK:	+44 203 367 94 53
US:	+1 866 907 59 24

Below is the full text of the letter sent today:

October 4, 2010

VIA E-MAIL, TELECOPIER AND DHL

Mr. Henri Termeer

Chairman, President and Chief Executive Officer

Genzyme Corporation

500 Kendall Street

Cambridge, Massachusetts 02142

Dear Henri:

We are disappointed that you remain unwilling to have constructive discussions with us regarding our offer to acquire Genzyme Corporation. We continue to believe that our proposal is compelling for your shareholders and would provide them with immediate and substantial value that reflects the potential of Genzyme’s business and pipeline.

Subsequent to making our offer public on August 29, 2010, we met with your largest shareholders owning collectively over 50% of Genzyme’s outstanding shares. It was clear from our meetings that your shareholders are supportive of our initiative and, like us, are frustrated with your refusal to have meaningful discussions with us regarding our proposal. Your continued refusal to engage with us in a constructive manner is denying your shareholders an opportunity to receive a substantial premium, to realize immediate liquidity, and to protect against the risks associated with Genzyme’s business and operations.

2 / 4

After several months of our repeated requests for a meeting with you, we finally met on September 20, 2010. Unfortunately, this meeting was not productive. In an effort to advance our discussions, I shared a very narrow information request focused on confirming your anticipated manufacturing recovery. Even though we and the market have analyzed and assessed the prospects for alemtuzumab, I proposed a meeting with your commercial team to understand their perspectives on the role alemtuzumab could play in the evolving multiple sclerosis market. You were unwilling to pursue either of these or any other path forward. You were also unwilling to provide us with your perspective on an appropriate valuation for Genzyme.

You have, therefore, left us no alternative but to commence a tender offer and take our offer directly to your shareholders. We strongly believe that our offer price of $69.00 per share in cash is compelling and represents substantial value for Genzyme’s shareholders.

This offer represents a premium of 38% over Genzyme’s unaffected share price of $49.86 on July 1, 2010, the day prior to the press speculation regarding sanofi-aventis’ potential acquisition plans for a large US biotech company. It also represents a premium of almost 31% over the one-month historical average share price through July 22, 2010, the day prior to press speculation that sanofi-aventis had made an approach to acquire Genzyme.

We believe that a combination of our two businesses would be beneficial to our respective shareholders and employees, and the patients and physicians we serve. Sanofi-aventis would put its full resources behind Genzyme to invest in developing new treatments, enhance penetration in existing markets and further expand into emerging markets. Sanofi-aventis is well positioned to help Genzyme address its manufacturing problems. Genzyme would become the global center for excellence for sanofi-aventis in rare diseases and this unit would be managed as a stand-alone division under the Genzyme brand, with its own R&D, manufacturing and commercial infrastructure. Genzyme’s management and employees would play a key role within sanofi-aventis, and the combination would further increase sanofi-aventis’ presence in the greater Boston area.

It remains our strong preference to work together with you to reach a mutually agreeable transaction. However, given your unwillingness to engage in constructive discussions with us, we had no choice but to commence a tender offer. Given our commitment to this transaction, we will continue to consider all alternatives for consummating an acquisition of Genzyme. We believe it is in the best interests of both companies, and our respective shareholders and other constituencies, to move forward quickly to complete this transaction. We and our advisors are available to meet with you to discuss the terms of our offer and to conclude a transaction expeditiously.

	Yours sincerely,
By:	/s/ Christopher A. Viehbacher
Christopher A. Viehbacher
Chief Executive Officer

Cc: Genzyme Board of Directors

***

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).

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Additional Information

This communication is neither an offer to purchase nor a solicitation of an offer to sell any securities. In connection with the proposed transaction, sanofi-aventis and GC Merger Corp. will file tender offer documents with the U.S. Securities and Exchange Commission (the “SEC”). These documents will be mailed to all Genzyme shareholders of record. These documents, as they may be amended from time to time, contain important information about the proposed transaction and Genzyme shareholders are urged to read them carefully and in their entirety before any decision is made with respect to the proposed transaction. The tender offer materials may be obtained at no charge by directing a request by mail to MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016, or by calling toll-free at 1-800-322-2885, and may also be obtained at no charge at the website maintained by the SEC at www.sec.gov.

Forward-Looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts. These statements include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential, 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 EMA, 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, 2009. Other than as required by applicable law, sanofi-aventis does not undertake any obligation to update or revise any forward-looking information or statements.

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EX-99.(A)(5)(B)

Exhibit (a)(5)(B)

The following is an English translation of a Summary Description of the Offer’s Main Terms and Conditions published in French by Sanofi-Aventis on October 4, 2010.

Summary Description of the Offer’s Main Terms and Conditions

GC Merger Corp., a Massachusetts corporation (the “Purchaser”) and a wholly-owned subsidiary of Sanofi-Aventis, a French société anonyme (“Parent”), is offering to purchase all outstanding shares of common stock, US $0.01 par value per share (the “Shares”), of Genzyme Corporation, a Massachusetts corporation (“Genzyme” or the “Company”), at a purchase price of US $69.00 per Share (the “Offer Price”), net to the sellers in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 4, 2010 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”), and in the related letter of transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”), each as filed with the U.S. Securities and Exchange Commission (the “SEC”) as exhibits to a Schedule TO filed today by the Purchaser and Parent.

1. Genzyme Corporation

According to public information, Genzyme can be described briefly as a global biotechnology company that develops and distributes products and services focused on rare inherited disorders, kidney disease, orthopedics, cancer, transplant and immune disease, and diagnostic testing. Genzyme has a substantial development program focused on these fields, as well as multiple sclerosis, cardiovascular disease, neurodegenerative diseases, and other areas of unmet medical need. Genzyme is listed on Nasdaq.

2. Purpose of the Offer and Parent’s plans for Genzyme

The purpose of the Offer is for Parent, through the Purchaser, to acquire control of, and the entire equity interest in, Genzyme. Parent and the Purchaser currently intend, as soon as practicable after consummation of the Offer, to seek to have Genzyme consummate a second-step merger (the “Proposed Merger”) or other similar business combination with the Purchaser or another direct or indirect wholly-owned subsidiary of Parent, pursuant to which, in substance, each then outstanding Share not owned by Parent or the Purchaser (or their subsidiaries) would be converted into the right to receive an amount in cash equal to the highest price per Share paid in the Offer without interest (and less any applicable withholding taxes).

Plans for Genzyme. Following the Proposed Merger, Parent plans to put its resources behind Genzyme to invest in developing new treatments, enhance penetration in existing markets and further expand into emerging markets. Parent intends to leverage its strong global footprint and its manufacturing expertise in order to address Genzyme’s manufacturing issues. Parent recognizes the strategic importance of the greater Boston area, and established its oncology and vaccines research units in Cambridge. Parent intends that Genzyme would become the global center for excellence for Parent in rare diseases and further increase Parent’s presence in the greater Boston area. Genzyme’s management and employees would play a key role within Sanofi-Aventis following the acquisition.

In connection with the Offer, Parent and the Purchaser have reviewed, and will continue to review, on the basis of publicly available information, various possible business strategies that they might consider in the event that the Purchaser acquires control of Genzyme. In addition, if and to the extent that the Purchaser acquires control of Genzyme or otherwise obtains access to the books and records of Genzyme, Parent and the Purchaser intend to conduct a detailed review of Genzyme and its assets, financial projections, corporate structure, capitalization, operations, properties, policies, management and personnel and consider and determine what, if any, changes would be desirable to achieve anticipated synergies in the combined company, in light of the circumstances which then exist. Such strategies could include, among other things, changes in Genzyme’s business, facility locations, corporate structure, rationalization of employment and cost levels, product development, marketing strategies, capitalization, management or dividend policy.

Board representation: The Purchaser may nominate, and solicit proxies for the election of, a slate of nominees (the “Nominees”) for election at Genzyme’s 2011 annual meeting (the “Proxy Solicitation”).

Whether or not the Purchaser proposes a merger or other similar business combination with Genzyme and, if the Purchaser proposes Nominees for election at Genzyme’s 2011 annual meeting, whether or not its Nominees are elected at Genzyme’s annual meeting, the Purchaser currently intends, as soon as practicable after

consummation of the Offer, to seek maximum representation on Genzyme’s board of directors (the “Genzyme Board”). The Purchaser intends, promptly after the consummation of the Offer, to request that some or all of the current members of the Genzyme Board resign and that the Purchaser’s designees be elected to fill the vacancies so created. Should such request be refused, the Purchaser intends to take such action as may be necessary and lawful to secure control of the Genzyme Board. The Purchaser reserves the right to seek to call a special meeting of Genzyme’s shareholders in order to act on proposals to be determined.

If the Purchaser proposes Nominees for elections at Genzyme’s 2011 annual meeting, the Purchaser expects that its Nominees and designees, subject to their fiduciary duties under applicable law, would cause the Genzyme Board to:

• approve the Offer and the Proposed Merger, or otherwise act to satisfy the Chapter 110F Condition; and

• take any other actions necessary to cause the Proposed Merger to be consummated.

None of this communication, the Offer to Purchase or the Offer constitutes a solicitation of proxies in connection with any potential Proxy Solicitation or otherwise. Any such solicitation will be made only pursuant to separate proxy solicitation materials complying with the requirements of the rules and regulations of the SEC.

3. Offer Procedure

Expiration: The Offer will expire at 11:59 p.m., New York City time on Friday, December 10, 2010 (the “Expiration Date”) unless the Purchaser, in its sole discretion, extends the period during which the Offer is open, in which event the term “Expiration Date” means the latest time and date at which the Offer, as so extended, expires. Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereof.

Amendment: Parent and the Purchaser are seeking to negotiate a business combination with Genzyme. Subject to applicable law, Parent and the Purchaser reserve the right to amend the Offer (including amending the number of Shares to be purchased, the Offer Price and the consideration to be offered in the Proposed Merger) or to negotiate a merger agreement with Genzyme not involving a tender offer pursuant to which the Purchaser would terminate the Offer and the Shares would, upon consummation of such merger, be converted into the consideration negotiated by Parent, the Purchaser and Genzyme.

Fees and charges: All charges and expenses of J.P. Morgan Securities LLC (the “Dealer Manager”), Computershare Trust Company, N.A. (the “Depositary”) and MacKenzie Partners, Inc. (the “Information Agent”) incurred in connection with their services in such capacities in connection with the Offer, will be paid by the Purchaser.

4. Conditions

The Offer is conditioned upon, among other things (i) there being validly tendered and not withdrawn before the expiration of the Offer a number of Shares, which, together with the Shares then owned by Parent and its subsidiaries (including the Purchaser), represents at least a majority of the total number of Shares outstanding on a fully diluted basis, (ii) Genzyme’s board of directors having approved the Offer and the Proposed Merger such that, or the Purchaser and Parent are otherwise satisfied in their sole discretion that, the restrictions on business combinations with interested shareholders set forth in Chapter 110F of the General Laws of Massachusetts and any other applicable anti-takeover laws are inapplicable to the Offer and the Proposed Merger, (iii) the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), as amended, applicable to the purchase of Shares under this Offer having expired or been terminated as described in the Offer documents, and any other approvals or notifications under applicable foreign antitrust, competition or merger control laws applicable to the purchase of Shares under this Offer having been obtained or made as described in the Offer documents, and (iv) Genzyme not having entered into or effectuated any agreement or transaction with any person or entity having the effect of impairing the Purchaser’s or Parent’s ability to acquire Genzyme or otherwise diminishing the expected value to Parent of the acquisition of Genzyme.

Additional customary conditions to the Offer include (i) the absence of pending or threatened litigation that would have a material impact on the transaction; (ii) no law or regulation shall have been enacted or made applicable to the transaction that would have a material impact on the transaction; (iii) there shall not have been a material adverse effect on Genzyme or the US markets; (iv) Genzyme shall not have entered into and there shall have been no public announcement of, a competing transaction; (v) Parent shall not be aware of any conflict between the Offer and any material contract or indebtedness of Genzyme; and (vi) Genzyme shall not be operating outside of the ordinary course of business.

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If any such condition is not satisfied as of the Expiration Date, neither Parent nor the Purchaser shall be required to accept for payment or, subject to any applicable rules and regulations of the SEC, pay for any tendered Shares. These conditions are for the sole benefit of Parent and the Purchaser and their affiliates, may be asserted by either Parent or the Purchaser in their sole discretion, and may be waived by Parent or the Purchaser in whole or in part at any time and from time to time prior to the Expiration Date, subject to applicable law. Parent and the Purchaser expressly reserve the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer.

5. Financing

The Purchaser will need approximately US $19 billion to purchase Shares pursuant to the Offer and consummate the Proposed Merger, to fund amounts that may become payable under Genzyme’s existing credit facility and outstanding senior notes and to pay related fees and expenses. As of December 31, 2009, Parent had cash and cash items in the amount of approximately €4.7 billion.

Parent has executed a facilities agreement (the “Facilities Agreement”) with J.P. Morgan plc, Société Générale Corporate & Investment Banking and BNP Paribas (the “Initial Mandated Lead Arrangers”) for unsecured term loan facilities of up to US $15,000,000,000 (together, the “Acquisition Facility”):

• a US $10,000,000,000 term facility (“Facility A”) maturing 18 months from October 2, 2010, the date of execution of the Facilities Agreement. The maturity of Facility A can be postponed by Parent by 6 months.

• a US $5,000,000,000 amortizable term facility (“Facility B”) with final maturity at 42 months from the date of execution of the Facilities Agreement.

Facilities A and B are available for a period of 9 months after execution of the Facilities Agreement. The interest rate on each facility is equal to the London Inter-Bank Overnight Rate (or LIBOR), plus an applicable margin.

The Initial Mandated Lead Arrangers have committed to provide the full amount of the loans under the Acquisition Facility and have indicated their intention to form a syndicate of banks that would become lenders thereunder. The Facilities Agreement contains representations and warranties customary for credit facilities of this nature, including as to the accuracy of financial statements, litigation and no conflict with material agreements or instruments. The Facilities Agreement contains certain covenants, including limitations on liens (with exclusions to the extent necessary to comply with margin lending regulations and certain other exceptions to be agreed upon), mergers, compliance with laws and change of business. The commitment of the Initial Mandated Lead Arrangers is conditioned upon, among other things, delivery of the tender offer documents and documents relating to the Proposed Merger, there being no change in control of Parent, receipt of required approvals and consents and delivery of certain financial statements. No alternative financing is contemplated at this time.

Amounts to be paid for the Shares properly tendered in the Offer will be funded by available cash at Parent at the time of the payment for the Shares, and/or the Acquisition Facility, and/or issuance of US commercial paper and/or French Billets de Trésorerie, and/or issuance of other debt securities in various debt capital markets and/or other existing syndicated credit facilities at Parent (in particular part of its €7,000,000,000 general corporate purposes syndicated multicurrency revolving facility terminating in July 2015) or any combination of the foregoing.

Parent expects to contribute or otherwise advance funds to enable the Purchaser to consummate the Offer. Parent expects, based upon the combination of internally available cash, the aforementioned credit facilities of Parent and/or aforementioned debt securities issuance and/or borrowings under the Acquisition Facility, to have sufficient cash on hand at the expiration of the Offer to pay the Offer Price for Shares tendered in the Offer and to provide funding for the Proposed Merger.

It is anticipated that the borrowings described above will be refinanced or repaid from funds generated internally by Parent (including, after consummation of any merger or other business combination that may be proposed with respect to Genzyme, existing cash balances of and funds generated by Genzyme) or other sources, which may include the proceeds of the sale of debt securities. No decision has been made concerning this matter, and decisions will be made based on Parent’s review from time to time of the advisability of selling particular securities as well as on interest rates and other economic conditions.

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A copy of the Facilities Agreement is on file with the SEC as an exhibit to the Schedule TO.

The Offer is not conditioned upon any financing arrangements.

6. Dividends and Distributions.

If, on or after the date of the Offer to Purchase, Genzyme decides to carry out any transaction on its securities (issuance of securities, consolidation, division, free share allocation, repurchase programs, or otherwise) or a distribution of any nature before the completion of the Offer, the Purchaser may modify the Offer price and/or one or more conditions of the Offer may not be satisfied.

7. Regulatory Approvals.

The antitrust filing requirements of the HSR Act in the United States and the European Commission in the European Union apply to the acquisition of Shares in the Offer. It is also anticipated that the relevant antitrust authorities in Brazil, Japan and Korea, and possibly other countries, will be required to be notified.

8. Miscellaneous.

The Offer is not made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the the laws of such jurisdiction.

This communication is neither an offer to purchase nor a solicitation of an offer to sell any securities. Genzyme is a US company listed on Nasdaq. The proposed transaction will be subject to US regulation, and made pursuant to US offer documents filed today by Sanofi-Aventis and GC Merger Corp. with the SEC. These documents will be mailed to all Genzyme shareholders of record. These documents, as they may be amended from time to time, contain important information about the proposed transaction and Genzyme shareholders are urged to read them carefully and in their entirety before any decision is made with respect to the proposed transaction. The tender offer materials may be obtained at no charge at the website maintained by the SEC at http://www.sec.gov.

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EX-99.(B)(A)

EXHIBIT (b)(A)

CONFORMED COPY

TERM FACILITIES AGREEMENT

U.S.$ 15,000,000,000

for

SANOFI-AVENTIS

with

BNP PARIBAS

J.P. MORGAN PLC

and

SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

as Initial Mandated Lead Arrangers

with

SOCIÉTÉ GÉNÉRALE

acting as Facilities Agent

and

THE LENDERS

Dated 2 October 2010

CONTENTS

Clause		Page
1.	Definitions and Interpretation	1
2.	The Facilities	25
3.	Purpose	28
4.	Conditions of Utilisation	29
5.	Utilisation	31
6.	Extension of Facility A	33
7.	Repayment	34
8.	Prepayment and Cancellation	35
9.	Interest	42
10.	Interest Periods	44
11.	Changes to the Calculation of Interest	45
12.	Fees	47
13.	Tax Gross Up and Indemnities	49
14.	Increased Costs	55
15.	Other Indemnities	57
16.	Mitigation by the Lenders	59
17.	Costs and Expenses	60
18.	Representations	61
19.	Information Undertakings	65
20.	General Undertakings	69
21.	Events of Default	75
22.	Changes to the Lenders	79
23.	Changes to the Obligors	85
24.	Role of the Facilities Agent and the Initial Mandated Lead Arrangers	86
25.	Conduct of Business by the Finance Parties	94
26.	Sharing among the Finance Parties	95
27.	Payment Mechanics	97
28.	Set-Off	102
29.	Notices	103
30.	Confidentiality	106
31.	Calculations and Certificates	110
32.	Partial Invalidity	111
33.	Remedies and Waivers	112
34.	Amendments and Waivers	113

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35.	Governing Law	116
36.	Enforcement - Jurisdiction of French Courts	117
37.	Election of Domicile	118
Schedule 1 The Original Lenders		119
Schedule 2 Conditions precedent		120
Part 1 Conditions precedent to Initial Utilisation		120
Part 2 Conditions precedent to each Utilisation (other than the first Utilisation)		124
Part 3 Conditions precedent required to be delivered by the Additional Borrower		126
Part 4 Conditions required for the Merger		128
Part 5 Form of Guarantee		130
Schedule 3 Requests		140
Part 1 Utilisation Request		140
Part 2 Selection Notice		141
Schedule 4 Mandatory Cost formulae		142
Schedule 5 Form of Transfer Agreement		145
Schedule 6 Existing Security		148
Schedule 7 Form of Confidentiality Undertaking		149
Schedule 8 Form of Accession Letter		153
Schedule 9 Timetables		154
Schedule 10 Material Subsidiaries		155
Schedule 11 Form of Increase Confirmation		156

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THIS TERM FACILITIES AGREEMENT (the “Agreement”) is dated 2 October 2010 and made between:

(1) SANOFI-AVENTIS a French société anonyme, whose head office is at 174 avenue de France 75013 Paris (France), registered under identification number 395 030 844 RCS Paris as original borrower (the “Company” and as, as the case may be, a “Borrower” and the “Facility B Guarantor”);

(2) BNP PARIBAS, J.P. MORGAN PLC and SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING (the corporate and investment banking division of Société Générale), as initial mandated lead arrangers (the “Initial Mandated Lead Arrangers”);

(3) THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) as lenders (together, the “Original Lenders”); and

(4) SOCIÉTÉ GÉNÉRALE as agent of the other Finance Parties (the “Facilities Agent”).

SECTION 1

DEFINITIONS AND INTERPRETATION

1. Definitions and Interpretation

1.1 Definitions

In this Agreement:

“Acceptable Bank” means a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of BBB+ or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baa1 or higher by Moody’s Investor Services Limited or a comparable rating from an internationally recognised credit rating agency.

“Acceptable Transferee” means a bank or financial institution (i) which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor’s Rating Services and A3 or higher by Moody’s Investor Services Limited or, if ratings from Standard & Poor’s Rating Services or Moody’s Investor Services Limited are not available, a comparable rating from an internationally recognised credit rating agency and (ii) whose principal registered office is located in an OECD country provided that such Acceptable Transferee is not incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction.

“Accession Letter” means a document substantially in the form set out in Schedule 8 (Form of Accession Letter).

“Acquisition” means (i), through merger of BidCo into the Target, the acquisition by the Company, directly or indirectly, of one hundred percent. (100%) of the Target by way of a One-Step Transaction or a Two-Step Transaction or (ii) the acquisition by BidCo of at least a majority of the Target Shares by way of an Offer.

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“Acquisition Documents” means the Offer Documents, the Merger Documents, the depository agreement for the Offer, any dealer manager agreement for the Offer and any other document filed with the SEC or the State of Massachusetts (or any other state authority of the US jurisdiction of incorporation of BidCo) by the Company or BidCo in connection with the Acquisition (and any amendments or supplements thereto).

“Additional Borrower” means a Subsidiary of the Company that is BidCo or another wholly owned Subsidiary of the Company incorporated in France or in the State of Massachusetts or any other U.S. jurisdiction agreed by the Initial Mandated Lead Arrangers, in each case, upon its becoming an Additional Borrower in accordance with Clause 23.2 (Additional Borrower).

“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost formulae).

“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.

“Anti-Terrorism Law” means each of:

(a) the Executive Order;

(b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known as the USA Patriot Act);

(c) the Money Laundering Control Act of 1986, Public Law 99-570;

(d) the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq, the Trading with the Enemy Act, 50 U.S.C. App. §§ 1 et seq, any Executive Order or regulation promulgated thereunder and administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury; and

(e) any similar law enacted in the United States of America subsequent to the Signing Date.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means the period commencing on the Signing Date and ending on the earlier of:

(a) the date falling two (2) Business Days after the Signing Date if on or before such date, the Company has not provided to the Facilities Agent a copy of the Public Announcement, in substantially the form provided to the Initial Mandated Lead Arrangers prior to the Signing Date;

(b) the date falling thirty (30) days after the Signing Date if on or before such date, neither a Merger Agreement has been entered into nor an Offer has been made;

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(c) the date on which the Company or Bidco abandons or withdraws the Acquisition;

(d) five (5) Business Days after the Final Settlement Date; and

(e) the date which is nine (9) Months after the Signing Date.

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

(a) the amount of its participation in any outstanding Loans under that Facility; and

(b) in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made under that Facility 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.

“BidCo” means a wholly owned subsidiary of the Company incorporated in connection with the Acquisition under the laws of the State of Massachusetts or any other U.S. jurisdiction to be agreed by the Initial Mandated Lead Arrangers.

“Borrowers” means the Company and any Additional Borrower.

“Break Costs” means the amount (if any) by which:

(a) the interest (excluding the Margin and Mandatory Costs) 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 Paris, New York and London.

“Cash” means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of the Company with an Acceptable Bank and to which the Company is alone (or together with other Obligors) beneficially entitled and for so long as:

(a) that cash is repayable on demand;

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(b) repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition;

(c) there is no Security over that cash except for Security constituted by a netting or set-off arrangement entered into the Company in the ordinary course of its banking arrangements; and

(d) the cash is freely and immediately available to be applied in repayment or prepayment of the Facilities.

“Cash Equivalent Investments” means at any time:

(a) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b) any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c) commercial paper not convertible or exchangeable to any other security:

(i) for which a recognised trading market exists;

(ii) issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

(iii) which matures within one year after the relevant date of calculation; and

(iv) which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d) sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);

(e) any investment in money market funds which (i) have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services Limited, (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to (d) above and (iii) can be turned into cash on not more than thirty (30) days’ notice; or

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(f) any other debt security approved by the Majority Lenders,

in each case, and to which the Company is alone (or together with other Obligors beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security.

“Certain Funds Period” means the period commencing on the Signing Date and ending on the last day of the Availability Period.

“Certain Funds Utilisation” means a Utilisation made or to be made under a Facility during the Certain Funds Period where such Utilisation is to be made solely for the purpose set out in Sub-clause 3.1.1 of Clause 3.1 (Purpose).

“Clean-Up Date” means the date falling ninety (90) days after the first Utilisation.

“Closing Date” means the date of the first Utilisation to fund the Acquisition.

“Code” means the U.S. Internal Revenue Code of 1986 (or any successor legislation thereto) as amended from time to time, and the regulations promulgated and rulings issued thereunder, all as the same may be in effect at such date.

“Commitment” means a Facility A Commitment or a Facility B Commitment.

“Confidential Information” means all information relating to the Company, the Obligors, BidCo, the Group, the Acquisition, the Target Group, the Transaction Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

(a) any member of the Group or the Target Group or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or the Target Group or any of its 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:

(i) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 30 (Confidentiality); or

(ii) is identified in writing at the time of delivery as non-confidential by any member of the Group, the Target Group or any of its advisers; or

(iii) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance

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Party is aware, unconnected with the Group or the Target Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach 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 7 (Form of Confidentiality Undertaking) or in any other form agreed between the Company and the Facilities Agent.

“Consolidated Net Worth” means at any time the figure given in the then most recent annual audited consolidated accounts of the Company for “capitaux propres” or in the event of a change in accounting presentation or practices, which would have been given if the that change had not taken place.

“Consolidated Subsidiary” means any company which is consolidated by way of “intégration 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 21 (Events of Default) which would (with the expiry of a grace period or the giving of notice or any combination of any of the foregoing) be an Event of Default.

“Defaulting Lender” means any Lender:

(a) which has failed to make its participation in a Loan available or has notified the Facilities Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);

(b) which has otherwise rescinded or repudiated or otherwise has terminated (other than in accordance with this Agreement) a Finance Document; or

(c) with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above, its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

payment is made within three (3) Business Days of its due date.

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the relevant transaction(s) contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

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(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Employee Plan” means an employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV or Section 302 of ERISA, or Section 412 of the Code, and in respect of which an Obligor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ERISA” means, at any date, the United States Employee Retirement Income Security Act of 1974 (or any successor legislation thereto), as amended from time to time, and the regulations promulgated and rulings issued thereunder, all as the same may be in effect at such date.

“ERISA Affiliate” means any person that for purposes of Title I and Title IV of ERISA and Section 412 of the Code would be deemed at any relevant time to be a single employer with an Obligor, pursuant to Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

“ERISA Event” means an event or condition which could reasonably be expected to give rise to any liability under Title IV of ERISA with respect to any Employee Plan (other than premiums due and not delinquent under Section 4007 of ERISA).

“Event of Default” means any event or circumstance specified as such in Clause 21 (Events of Default).

“Executive Order” means Executive Order No. 13224 of September 23, 2001 - Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism.

“Existing RCF” means the Euro 7 billion (with an option to increase to Euro 7.3 billion) multicurrency revolving facilities agreement dated 6 July 2010 between, among others, the Company, BNP Paribas as facility agent and the Initial Mandated Lead Arrangers or Affiliates as lenders.

“Extended Facility A Termination Date” means the date falling twenty four (24) Months after the Signing Date.

“Facility” means Facility A or Facility B.

“Facility A” means the term loan facility made available under this Agreement as described in Clause 2 (The Facilities).

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“Facility A Commitment” means:

(a) in relation to an Original Lender, the amount in set opposite its name under the heading “Facility A Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Facility A Commitment transferred to it under this Agreement or assumed in accordance with Clause 2.2 (Increase); and

(b) in relation to any other Lender, the amount of any Facility A Commitment transferred to it under this Agreement or assumed in accordance with Clause 2.2 (Increase),

to the extent not cancelled, reduced or transferred by it under this Agreement.

“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 advance.

“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 set opposite its name under the heading “Facility B Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Facility B Commitment transferred to it under this Agreement or assumed in accordance with Clause 2.2 (Increase)); and

(b) in relation to any other Lender, the amount of any Facility B Commitment transferred to it under this Agreement or assumed in accordance with Clause 2.2 (Increase),

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility B Guarantor” means the Company.

“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 advance.

“Facility B Repayment Date” means (i) the First Facility B Repayment Date, (ii) each date falling at integral multiples of six (6) Months thereafter that falls on or prior to the Termination Date for Facility B and (iii) the Termination Date for Facility B.

“Facility Office” means the office notified by a Lender to the Facilities 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 through which it will perform its obligations under this Agreement.

“Fee Letter” means:

(a) any letter or letters dated on or about the date of the Mandate Letter or the Signing Date between the Initial Mandated Lead Arrangers and the Company (or the Facilities Agent and the Company) setting out, inter alia, any of the fees referred to in Clause 12 (Fees); or

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(b) any agreement setting out fees payable to a Finance Party referred to in Sub-clause 2.2.5 of Clause 2.2 (Increase) or under any other Finance Document.

“Final Settlement Date” means the effective date of the Merger (as such date is specified in the applicable certificate of merger).

“Finance Document” means this Agreement, any Fee Letter, the Mandate Letter, any Utilisation Request, the TEG Letter or the TEG Letters, (once executed) the Guarantee, any Accession Letter and any other document designated as such by the Facilities Agent and the Company.

“Finance Party” means any of the Facilities Agent, the Initial Mandated Lead Arrangers 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 or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(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 or discounted on a non-recourse basis) (and when calculating the value of such indebtedness, only the extent of such recourse will be taken into account);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing and required by GAAP to be treated as 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 Facility B Repayment Date” means the later of (i) the date falling six (6) Months after the date of the first Utilisation of a Facility and (ii) the date falling twelve (12) Months after the Signing Date.

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“Form 6-K” means any registration statement of any Obligor filed with the SEC and designated as such.

“Form 20-F” means any registration statement of any Obligor filed with the SEC and designated as such.

“GAAP” means IFRS.

“Group” means the Company and its Subsidiaries for the time being.

“Guarantee” means the guarantee (garantie à première demande) to be issued by the Facility B Guarantor substantially in the form set out in Part 5 of Schedule 2 (Conditions precedent).

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“IFRS” means International Financial Reporting Standards, as promulgated from time to time by the International Accounting Standards Board to the extent applicable to any Borrower under applicable laws and regulations.

“Impaired Agent” means the Facilities Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) the Facilities Agent otherwise rescinds or repudiates or otherwise terminates (other than in accordance with this Agreement) a Finance Document;

(c) (if the Facilities Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d) an Insolvency Event has occurred and is continuing with respect to the Facilities Agent;

unless, in the case of paragraph (a) above:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

payment is made within three (3) Business Days of its due date; or

(b) the Facilities Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 11 (Form of Increase Confirmation).

“Increase Lender” has the meaning given to it in Clause 2.2 (Increase).

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“Initial Period” means the period commencing on (and including) the date of the first Utilisation and ending on (and including) the date falling two (2) Months thereafter.

“Insolvency Event” in relation to a Finance Party means that the Finance Party:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f) has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the United Kingdom Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the United Kingdom Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the United Kingdom Banking Act 2009 or has exercised in respect of it in any jurisdiction any similar powers which have similar effects to those referred to in this paragraph (f);

(g) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(h) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(i) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied,

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enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;

(j) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or

(k) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

“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 9.3 (Default interest).

“IRS” means the U.S. Internal Revenue Service.

“Legal Reservations” means any general principles of law (including, for the avoidance of doubt, any general principles of insolvency law) limiting an Obligor’s obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation) or Clause 23.2 (Additional Borrower).

“Lender” means:

(a) any Original Lender; and

(b) any bank or financial institution which has become a Party in accordance with Clause 2.2 (Increase) or Clause 22 (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:

(a) for an Interest Period commencing on a Utilisation Date for which the Utilisation Request was delivered to the Facilities Agent one Business Day prior to that Utilisation Date, the Reference Bank Rate;

(b) for an Interest Period of one (1) Month commencing on (i) a Utilisation Date for which the Utilisation Request was delivered to the Facilities Agent more than one Business Day prior to that Utilisation Date or (ii) the last day of another Interest Period for that Loan or which is for a duration that is not one (1), three (3) or six (6) Months, the higher of (i) the applicable Screen Rate (if available) and (ii) the Reference Bank Rate;

(c) for any Interest Period which is for a duration of three (3) or six (6) Months:

(i) the applicable Screen Rate; or

(ii) (if no Screen Rate is available for the Interest Period of that Loan) the Reference Bank Rate,

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in each case, as of the Specified Time on the Quotation Day for dollars and for a period comparable to the Interest Period of that Loan.

“Loan” means a Facility A Loan or a Facility B Loan.

“L’Oréal” means L’Oréal SA, a French company whose registered office is at 14, rue Royale, 75008 Paris, registered under identification number 632 012 100 RCS Paris.

“LMA” means the Loan Market Association.

“Major Default” means:

(a) with respect to any Obligor, BidCo, any member of the Group that is a party to an Acquisition Document, or any other member of the Restricted Group which is not a member of the Target Group only, any circumstances constituting an Event of Default under any of Clause 21.1 (Non-Payment); Clause 21.2 (Other obligations) insofar as it relates to a breach of Clauses 20.2 (Compliance with laws), 20.3 (Negative pledge), 20.4 (Merger) or 20.10 (Acquisition related undertakings) (other than Sub-clauses 20.10.6 and 20.10.7(b) to (f)); Clause 21.3 (Misrepresentation) insofar as it relates to a breach of any Major Representation; Clause 21.5 (Insolvency); Clause 21.6 (Insolvency proceedings); Clause 21.7 (Creditors’ process); or Sub-clause 21.8.1 of Clause 21.8 (Unlawfulness, invalidity and termination); or

(b) any circumstances constituting an Event of Default under Sub-clause 21.8.2 or Sub-clause 21.8.3 of Clause 21.8 (Unlawfulness, invalidity and termination);

(c) a Target Bankruptcy Event has occurred or would occur as a result of the Acquisition; or

(d) the Company or BidCo is entitled (as determined by the Initial Mandated Lead Arrangers acting reasonably) to terminate the Acquisition or to refuse to complete the Acquisition as a result of non-satisfaction of any condition contained in any Acquisition Document relating to (i) receipt of anti-trust or competition approvals under the United States federal law or, to the extent required for the Acquisition, European Union laws or regulations (in any case, whether through expiration of the applicable waiting period or otherwise) or (ii) a minimum level of acceptance equal to the majority of the Target Shares on fully diluted basis.

“Major Representation” means a representation or warranty, with respect to any of the Obligors, BidCo, any member of the Group that is a party to an Acquisition Document, or any other member of the Restricted Group which is not a member of the Target Group only, under any of Clause 18.1 (Status) to Clause 18.5 (Validity and admissibility in evidence) inclusive.

“Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than 66²/ ₃% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66²/ ₃% of the Total Commitments immediately prior to the reduction).

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“Mandate Letter” means the letter dated 2 October 2010 between the Initial Mandated Lead Arrangers, the Company and others.

“Mandatory Cost” means the percentage rate per annum calculated by the Facilities Agent in accordance with Schedule 4 (Mandatory Cost formulae).

“Margin” means:

(a) in relation to any Facility A Loan, the percentage per annum set out below in the column opposite the relevant period set out below:

Period (from the Utilisation Date of the first Utilisation under Facility A (the “Relevant Date”))	Applicable Margin per annum
From the Relevant Date until (and excluding) the date falling three (3) Months after the Relevant Date	0.55	%
From (and including) the date falling three (3) Months after the Relevant Date to (and excluding) the date falling six (6) Months after the Relevant Date	0.75	%
From (and including) the date falling six (6) Months after the Relevant Date to (and excluding) the date falling nine (9) Months after the Relevant Date	0.95	%
From (and including) the date falling nine (9) Months after the Relevant Date to (and excluding) the date falling twelve (12) Months after the Relevant Date	1.15	%
From (and including) the date falling twelve (12) Months after the Relevant Date to (and excluding) the date falling fifteen (15) Months after the Relevant Date	1.45	%
From (and including) the date falling fifteen (15) Months after the Relevant Date and thereafter	1.75	%

; and

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(b) in relation to any Facility B Loan,

(i) if both the Rating Agencies provide a “stable” or “positive” outlook for the Company on the first Utilisation Date of a Facility or at any time during the Initial Period, the Margin (as of the date falling three (3) Business Days after the date on which both Rating Agencies provide such a “stable” or “positive” outlook and thereafter without any further adjustment) shall be the percentage rate per annum specified in the table below according to the Rating ; or

(ii) if any one of the Rating Agencies has a “negative” outlook or the Company is under “negative credit watch” with Standard & Poor’s or under “review” with Moody’s on the first Utilisation Date of a Facility, at all times (and except if at any time during the Initial Period, both the Rating Agencies provide a “stable” or “positive” outlook for the Company, in which event after such time paragraph (i) above shall apply):

(1) if, during the Initial Period, the Company is under “negative credit watch” with Standard & Poor’s or under “review” with Moody’s, then until such time (whether during the Initial Period or thereafter) as the Company is neither under “negative credit watch” with Standard & Poor’s nor under “review” with Moody’s, the Margin shall be the higher of (a) one percent. per annum (1.00 % p.a.) and (b) the percentage rate per annum specified in the table below according to the Rating of the Company; and

(2) at any other time, the Margin shall be the percentage rate per annum specified in the table below according to the Rating of the Company:

Standard & Poor’s	Moody’s	Margin (% p.a.)
AA- and above	Aa3 and above	0.75
A+	A1	0.90
A	A2	1.10
A- and below	A3 and below	1.30

Provided that:

(iii) If, at any time, Ratings assigned to the Company by the Rating Agencies at any time are at different levels in the table above, the Margin shall be the arithmetical average of those applicable to each Rating.

(iv) If, on the first Utilisation Date or at any time thereafter when paragraph (ii) above applies, only one of the Rating Agencies assigns a Rating to the Company then the Margin shall determined by reference to that Rating.

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(v) If, on the first Utilisation Date or at any time thereafter when paragraph (ii) above applies, none of the Rating Agencies assigns a Rating to the Company then the Margin shall be the higher of (a) one percent. per annum (1.00 % p.a.) and (b) the percentage rate per annum specified in the table above according to the Rating of the Company immediately prior to the first date on which none of the Rating Agencies assigned a Rating to the Company; and

(vi) In the event that paragraph (ii) above applies and there is any change in a Rating, the Margin for the Facility B Loans will be changed in accordance with the provisions set out above with effect from the day falling three (3) Business Days following the date of a change to the Rating.

“Material Adverse Effect” means a material adverse effect on:

(a) the business or financial condition of the Group taken as a whole, and

(b) the ability of an Obligor to perform its payment obligations under the Finance Documents.

“Material Subsidiary” means:

(a) until the first date of delivery of the Company’s annual audited consolidated financial statements pursuant to Clause 19.1 (Financial statements) succeeding the end of the Availability Period, BidCo and, on (but after the first Utilisation) or after the Closing Date, the Target;

(b) at any time, any Consolidated Subsidiary of the Company which is named in the list of Subsidiaries set out in Schedule 10 (Material Subsidiaries); and

(c) at any time following the date of delivery of the Company’s annual audited consolidated financial statements pursuant to Clause 19.1 (Financial statements), any Consolidated Subsidiary of the Company whose net turnover (excluding turnover arising from intra-group transactions) is equal to or greater than 5 percent. (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 percent. (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 to the extent required by the laws or accounting standards applicable to that Subsidiary, 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 a joint-venture company which is a Consolidated Subsidiary 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,

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provided that for any Consolidated Subsidiary that has become a Subsidiary of the Company during any financial year to which the Company’s annual audited consolidated financial statements delivered pursuant to Clause 19.1 (Financial statements) relate, such Consolidated Subsidiary’s net turnover and net result are calculated (on a pro-forma basis) taking into account such Consolidated Subsidiary’s net turnover and net result prior its becoming a Subsidiary of the Company.

“Merger” means any merger of BidCo and Target for the purposes of the Acquisition.

“Merger Agreement” means any agreement and plan of merger entered into between the Company, BidCo and Target or BidCo and Target in connection with a Merger.

“Merger Documents” means, in the event that the Acquisition includes a Merger, any Merger Agreement and any certificate of merger.

“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 Investor Services Limited.

“Multiemployer Plan” means a “multiemployer plan” (as defined in Section (3)(37) of ERISA) that is subject to Title IV of ERISA that is contributed to for any employees of an Obligor or any ERISA Affiliate.

“Net Result” means the résultat net de l’ensemble consolidé as set out in the Company’s most recent audited consolidated Financial Statements.

“Non-Cooperative Jurisdiction” means a “non-cooperative state or territory” (Etat ou territoire non coopératif) as set out in the list referred to in Article 238-0 A of the French tax code (Code Général des Impôts), as such list may be amended from time to time.

“Obligor” means a Borrower or the Facility B Guarantor.

“Offer” means the public tender offer by BidCo offering to purchase all of the Target Shares subject to, among other conditions, a minimum condition of at least the majority of the Target Shares on a fully-diluted basis and available for an initial offer period of twenty (20) business days as set forth in the Offer Documents, including any extensions thereof and any subsequent offering period.

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“Offer Documents” means, the offer to purchase (including any supplements thereto), the related letter of transmittal (including any amendments thereto), tombstone advertisement and Schedule TO (including any amendments thereto), in each case, relating to an Offer.

“One-Step Transaction” means the acquisition by the Company, directly or indirectly, of one hundred percent. (100%) of the Target by way of a Merger without a preceding tender offer.

“Original Facility A Termination Date” means the date falling eighteen (18) Months after the Signing Date.

“Original Financial Statements” means:

(a) in relation to the Company, its audited consolidated financial statements and its unconsolidated financial statements for its financial year ended 31 December 2009; and

(b) in relation to the Additional Borrower, its last available financial statements (consolidated and audited if so required by applicable law or GAAP) for a financial year or, if not available, its opening balance sheet.

“Overall Commitment” of a Lender means its Facility A Commitment and its Facility B Commitment.

“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.

“Permitted Merger” means an amalgamation, merger or corporate reconstruction involving an Obligor and:

(a) if it involves the Company, the Company is the surviving entity; or

(b) it is a Merger and:

(i) at least four (4) Business Days prior to the consummation of such Merger, the Facilities Agent has received all of the documents and other evidence listed in paragraph 6 of Part A of Part 4 of Schedule 2 (Conditions precedent) and drafts of all of the documents and other evidence listed in paragraphs 1 to 5 of Part A of Part 4 of Schedule 2 (Conditions precedent), each in form and substance satisfactory to the Facilities Agent;

(ii) prior to the consummation of such Merger, the Facilities Agent has received all of the documents and other evidence listed in Part A of Part 4 of Schedule 2 (Conditions precedent), each in form and

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substance satisfactory to the Facilities Agent (acting reasonably), provided that they will be considered to be in form and substance satisfactory to the Facilities Agent if they are same, in form and substance, as the drafts provided pursuant to paragraph (i); and

(iii) promptly upon the consummation of such Merger, the Facilities Agent has received all of the documents and other evidence listed in Part B of Part 4 of Schedule 2 (Conditions precedent), each in form and substance satisfactory to the Facilities Agent.

“Public Announcement” means the issuance of a press release by the Company announcing either (i) the execution of a Merger Agreement with the recommendation of the board of directors of the Target or (ii) the intention to make an Offer.

“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 relevant Utilisation Request is received one (1) Business Day prior to the relevant Utilisation Date and for the Interest Period commencing on that Utilisation Date) one (1) Business Day before the first day of that period; or

(b) (if the relevant Utilisation Request is received more than one (1) Business Day prior to the relevant Utilisation Date and for the Interest Period commencing on that Utilisation Date) two (2) Business Days before the first day of that period; and

(c) (for an Interest Period for a Loan which commences on the last day of an Interest Period for that Loan) two (2) 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 Facilities 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).

“Rating” means the rating attributed by Standard & Poor’s and/or Moody’s to the long term unsecured debt of the Company.

“Rating Agencies” means Standard & Poor’s and Moody’s.

“Reference Bank Rate” means the arithmetic average of the rates (rounded upwards to four decimal places) as supplied to the Facilities Agent at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in the dollars and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

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“Reference Banks” means, in relation to LIBOR and Mandatory Cost, the principal London offices of BNP Paribas, HSBC Bank plc, JPMorgan Chase Bank, N.A., Société Générale and UBS AG or such other banks as may be appointed by the Facilities Agent as approved by the Company provided such approval is not unreasonably withheld or delayed.

“Regulations T, U and X” means, respectively, Regulations T, U and X of the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Relevant Interbank Market” means the London interbank market.

“Repeating Representations” means each of the representations set out in Clause 18.1 (Status), Clause 18.2 (Binding obligations), Sub-clauses 18.3.1 and 18.3.2 of Clause 18.3 (Non-conflict with other obligations), Clause 18.4 (Power and authority), Clause 18.5 (Validity), Clause 18.6 (Governing law and enforcement), Sub-clause 18.7.1 of Clause 18.7 (No Default) and Clause 18.9 (Pari passu ranking), Clause 18.11 (ERISA and Multiemployer Plans) to Clause 18.14 (Anti-Terrorism Laws).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Restricted Group” means the Obligors and each of the Material Subsidiaries.

“Restricted Party” means any person listed:

(a) in the Annex to the Executive Order;

(b) on the “Specially Designated Nationals and Blocked Persons” list maintained by the OFAC; or

(c) in any successor list to either of the foregoing.

“Screen Rate” means, the British Bankers’ Association Interest Settlement Rate for the relevant currency and period displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Facilities Agent may specify another page or service displaying the appropriate rate after consultation with the Company and the Lenders.

“SEC” means the United States Securities and Exchange Commission or any successor thereto.

“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.

“Selection Notice” means a notice substantially in the form set out in Part 2 of Schedule 3 (Requests) given in accordance with Clause 10 (Interest Periods) in relation to a Facility.

“Settlement Utilisation” means a Utilisation to be made or made pursuant to a Settlement Utilisation Request (as defined in Schedule 9 (Timetables).

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“Signing Date” means the date of this Agreement.

“Specified Time” means a time determined in accordance with Schedule 9 (Timetables).

“Standard & Poor’s” means Standard & Poor’s, a division of the McGraw-Hill Companies, Inc, or any successor thereof.

“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.

“Surviving Entity” means the entity surviving from the Merger (being the Target).

“Syndication Date” means the day specified by the Initial Mandated Lead Arrangers as the day on which primary syndication of the Facilities is completed.

“Target” means Genzyme Corporation, a company incorporated under the laws of the State of Massachusetts, whose head office is at 500 Kendall Street, Cambridge, Massachusetts 02142 and whose IRS employer identification number is 06-1047163.

“Target Bankruptcy Event” means the occurrence of either of the following events:

(a) Target (i) commences a voluntary case or proceeding under any Bankruptcy Law with respect to itself, (ii) consents to the entry of a judgment, decree or order for relief against it in an involuntary case or proceeding under any Bankruptcy Law, (iii) consents to the appointment of a custodian of it or for substantially all of its property, (iv) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it, (v) makes a general assignment for the benefit of its creditors or (vi) takes any corporate action to authorize or effect any of the foregoing; or

(b) a court of competent jurisdiction enters a judgment, decree or order for relief in respect of Target in an involuntary case or proceeding under any Bankruptcy Law, which shall (i) approve as properly filed a petition seeking reorganization, arrangement, adjustment or composition in respect of Target, (ii) appoint a custodian of Target or for substantially all of any of its respective property or (iii) order the winding-up or liquidation of Target’s affairs.

For purposes of this definition, the term “Bankruptcy Law” means Title 11 of the United States Code entitled “Bankruptcy Code” or similar U.S. state law for the relief of debtors.

“Target Group” means the Target and its Subsidiaries.

“Target Shares” means the issued and outstanding shares of common stock (including any shares resulting from the exercise of stock options) of the Target.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure by the relevant person to pay or any delay by the relevant person in paying any of the same).

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“TEG Letter” means the letter or letters referred to in Clause 9.5 (Effective Global Rate (Taux Effectif Global)).

“Termination Date” means:

(a) in relation to Facility A, the Original Facility A Termination Date or, if the Company has requested an extension of Facility A in accordance with Clause 6 (Extension of Facility A) and each of the requirements set out in Clause 6 (Extension of Facility A) is fulfilled, the Extended Facility A Termination Date; and

(b) in relation to Facility B, the date falling forty-two (42) Months after the Signing Date.

“Total” means Total SA, a French company whose registered office is at 2, place de la Coupole, La Défense 6, 92400 Courbevoie, registered under identification number 542 051 180 RCS Nanterre.

“Total Commitments” means the aggregate of the Total Facility A Commitments and the Total Facility B Commitments, being fifteen billion dollars (USD 15,000,000,000) as at the Signing Date.

“Total Facility A Commitments” means the aggregate of the Facility A Commitments, being ten billion dollars (USD 10,000,000,000) as at the Signing Date.

“Total Facility B Commitments” means the aggregate of the Facility B Commitments, being five billion dollars (USD 5,000,000,000) as at the Signing Date.

“Transaction Documents” means the Acquisition Documents and the Finance Documents.

“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 Facilities 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 Facilities Agent executes the Transfer Agreement.

“Treaty Lender” shall have the meaning set forth in Clause 13.1.1.

“Two-Step Transaction” means the acquisition by the Company, directly or indirectly, of one hundred percent. (100%) of the Target by way of a tender offer followed by a Merger.

“Unpaid Sum” means any sum due and payable but unpaid by a Borrower under the Finance Documents.

“U.S.” and “United States” means the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United States of America.

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“U.S. Borrower” means a Borrower whose jurisdiction of organization is a state of the United States or the District of Columbia.

“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 the form set out in Part 1 of Schedule 3 (Request).

“VAT” means value added tax.

“1940 Act” means U.S. Investment Company Act of 1940.

1.2 Construction

1.2.1 Unless a contrary indication appears, any reference in this Agreement to:

(a) the “Facilities Agent”, the “Initial Mandated Lead Arrangers”, any “Finance Party”, any “Lender”, or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(b) “assets” includes present and future properties, revenues and rights of every description;

(c) “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;

(d) 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, supplemented, extended or restated;

(e) “gross negligence” means “faute lourde”;

(f) a “guarantee” includes any “cautionnement”, “aval” and any “garantie” which is independent from the debt to which it relates;

(g) “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;

(h) “merger” includes any fusion implemented in accordance with articles L.236-1 to L.236-24 of the French Code de Commerce;

(i) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

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(j) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not, which is generally complied with by those to whom it is addressed) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or of any other authority or organisation;

(k) a “security interest” includes any type of security (sûreté réelle) and transfer by way of security;

(l) “trustee, fiduciary and fiduciary duty” has in each case the meaning given to such term under any applicable law;

(m) “wilful misconduct” means “dol”;

(n) a provision of law is a reference to that provision as amended or re-enacted; and

(o) unless a contrary indication appears, a time of day is a reference to Paris time.

1.2.2 Section, Clause and Schedule headings are for ease of reference only.

1.2.3 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.

1.2.4 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 remedied or waived.

1.3 Currency Symbols and Definitions

“U.S. $” , “USD”, “Dollar” and “dollar” denote the lawful currency of the United States of America, “£” and “Sterling” denote the lawful currency of the United Kingdom, “Euro” or “€” denotes the single currency unit of the European Union as constituted by the Treaty of Rome (as amended), “Swiss Franc” and “CHF” denote the lawful currency of Switzerland and “Yen” and “¥” denote the lawful currency of Japan.

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SECTION 2

THE FACILITIES

2. THE FACILITIES

2.1 The Facilities

Subject to the terms of this Agreement, the Lenders agree to make available:

2.1.1 to the Company, a term loan facility in an aggregate amount equal to the Total Facility A Commitments; and

2.1.2 to the Borrowers, a term loan facility in an aggregate amount equal to the Total Facility B Commitments

2.2 Increase

2.2.1 The Company may by giving prior notice to the Facilities Agent by no later than the date falling twenty (20) Business Days after the effective date of a cancellation of:

(a) the Available Commitments of a Defaulting Lender in accordance with Clause 8.9 (Right of cancellation in relation to a Defaulting Lender); or

(b) the Commitments of a Lender in accordance with Clause 8.1 (Illegality),

request that (i) if such Available Commitment or Commitment cancelled is in respect of Facility A, the Total Facility A Commitments and (ii) if such Available Commitment or Commitment cancelled is in respect of Facility B, the Total Facility B Commitments be increased (and the Total Facility A Commitments and the Total Facility B Commitments shall be so increased) in an aggregate amount of up to the amount of the Available Commitments or Commitments so cancelled as follows:

(c) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which is acceptable to the Facilities Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender (such confirmation to be evidenced by its execution of an Increase Confirmation);

(d) each Obligor and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another in respect of the relevant increased Commitments as such Obligor and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of the relevant increased Commitments;

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(e) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(f) the Commitments of the other Lenders shall continue in full force and effect; and

(g) any increase in the Total Facility A Commitments or, as the case may be, the Total Facility B Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in Sub-clause 2.2.2 below are satisfied.

2.2.2 Subject to Sub-clause 2.2.5 below, an increase in the Total Facility A Commitments or the Total Facility B Commitments will only be effective on:

(a) the execution by the Facilities Agent and the Company of an Increase Confirmation from the relevant Increase Lender; and

(b) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase, the performance by the Facilities Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facilities Agent shall promptly notify to the Company and the Increase Lenders.

2.2.3 Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facilities Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

2.2.4 The Company shall, on the date upon which the increase takes effect, pay to the Facilities Agent (for its own account) a fee of one thousand five hundred Euro (€1,500) and the Company shall promptly on demand pay the Facilities Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2.

2.2.5 The Company may pay to the Increase Lender for its own account a fee in the amount and at the times agreed between the Company and the Increase Lender in a letter between the Company and the Increase Lender setting out that fee. A reference in this Agreement to a Fee Letter shall include any letter referred to in this Sub-clause.

2.2.6 Clause 22.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(a) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

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(b) the “New Lender” were references to that “Increase Lender”; and

(c) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

2.3 Finance Parties’ rights and obligations

2.3.1 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.

2.3.2 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 any Obligor shall be a separate and independent debt.

2.3.3 A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

2.4 Obligors’ Agent

2.4.1 Each Obligor (other than the Company) by its execution of this Agreement or an Accession Letter irrevocably appoints the Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(a) the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests); and

(b) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or received the relevant notice, demand or other communication.

2.4.2 Every notice or other communication given or made by the Company or given to the Company under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Company and any other Obligor, those of the Company shall prevail.

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SECTION 3

PURPOSE

3. PURPOSE

3.1 Purpose

Each Borrower shall apply all amounts raised by it under each Facility towards:

3.1.1 financing (or, in the case of Target Shares purchased in a subsequent offering period of an Offer, refinancing) the consideration due to the holders of Target Shares in the Acquisition, together with all consideration due to the holders of Target’s other issued and outstanding equity securities (e.g. stock options, restricted stock units, deferred stock units and other equity compensation securities) in connection with such transaction; and/or

3.1.2 payment of fees, costs and expenses incurred in connection with the Acquisition,

provided that a Borrower may, directly or indirectly, transfer amounts raised by it under the Facilities to BidCo to allow it to apply such amount in accordance with the foregoing clauses.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

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SECTION 4

CONDITIONS OF UTILISATION

4. CONDITIONS OF UTILISATION

4.1 Initial and subsequent documentary conditions precedent

4.1.1 No Borrower may deliver a Utilisation Request unless the Facilities Agent has received all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Facilities Agent. The Facilities Agent shall notify the Company and the Lenders promptly upon being so satisfied.

4.1.2 No Borrower may deliver a Utilisation Request for a Utilisation after the Closing Date unless the Facilities Agent has received all of the documents and other evidence listed in Part 2 of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Facilities Agent. The Facilities Agent shall notify the Company and the Lenders promptly upon being so satisfied.

4.2 Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

4.2.1 no Event of Default is continuing or would result from the proposed Loan; and

4.2.2 the Repeating Representations to be made by each Borrower are true in all material respects.

4.3 Maximum number of Loans

4.3.1 A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation:

(a) twelve (12) or more Facility A Loans would be outstanding; or

(b) six (6) or more Facility B Loans would be outstanding.

4.4 Utilisations during the Certain Funds Period

4.4.1 Subject to Clause 4.1 (Initial conditions precedent), during the Certain Funds Period, the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Certain Funds Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date:

(a) no Major Default is continuing or would result from the proposed Utilisation; and

(b) all the Major Representations are true in all material respects.

4.4.2 During the Certain Funds Period (save in circumstances where, pursuant to Sub-clause 4.4.1 above, a Lender is not obliged to comply with Clause 5.4

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(Lenders’ participation) and subject as provided in Clause 8.1 (Illegality) and Clause 8.2 (Change of Control)), none of the Finance Parties shall be entitled to:

(a) cancel any of its Commitments to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;

(b) rescind, terminate or cancel this Agreement or any Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;

(c) refuse to participate in the making of a Certain Funds Utilisation;

(d) exercise any right of set-off or counterclaim in respect of a Utilisation to the extent to do so would prevent or limit the making of a Certain Funds Utilisation; or

(e) cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document to the extent to do so would prevent or limit the making of a Certain Funds Utilisation,

provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

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SECTION 5

UTILISATION

5. UTILISATION

5.1 Delivery of a Utilisation Request

5.1.1 The Company may utilise Facility A by delivery to the Facilities Agent of a duly completed Utilisation Request not later than the Specified Time

5.1.2 A Borrower may utilise Facility B by delivery to the Facilities Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2 Completion of a Utilisation Request

5.2.1 Each Utilisation Request delivered to the Facilities Agent pursuant to Clause 5.1 (Delivery of a Utilisation Request) is irrevocable and will not be regarded as having been duly completed unless:

(a) it identifies the Facility to be utilised;

(b) if the Facility to be utilised is Facility A, the proposed Utilisation is to the Company;

(c) the proposed Utilisation Date is a Business Day within the Availability Period;

(d) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(e) the proposed Interest Period complies with Clause 10 (Interest Periods).

5.2.2 Only one Loan may be requested in each Utilisation Request delivered to the Facilities Agent pursuant to Clause 5.1 (Delivery of a Utilisation Request).

5.3 Currency and amount

5.3.1 The currency specified in a Utilisation Request delivered to the Facilities Agent pursuant to Clause 5.1 (Delivery of a Utilisation Request) must be dollars.

5.3.2 The amount of the proposed Loan must be:

(a) in relation to Facility A, a minimum of twenty five million dollars (USD 25,000,000) or, if less, the Available Facility for Facility A; and

(b) in relation to Facility B, a minimum of twenty five million dollars (USD 25,000,000) or, if less, the Available Facility for Facility B.

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5.4 Lenders’ participation

5.4.1 Subject to the other terms of this Agreement including Clause 7 (Repayment), each Lender shall, on the relevant Utilisation Date, make its participation in each Loan through its Facility Office and in the case of a Settlement Utilisation:

(a) make available such participation through Fedwire;

(b) shall provide to the Facilities Agent a copy of a SWIFT confirmation message evidencing that it has so made available its participation on or before 3:00 p.m. (Paris time) 1 Business Day before the Utilisation Date; and

(c) make available the Fedwire confirmation number to the Facilities Agent on or before 9:00 a.m. (New York time) on the Utilisation Date.

5.4.2 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.

5.4.3 The Facilities Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan, in each case by the Specified Time.

5.4.4 In the case of a Settlement Utilisation, promptly after receipt of the SWIFT confirmations from the Lenders pursuant to Sub-clause 5.4.1(b), the Facilities Agent shall provide a copy of those SWIFT confirmations to the Company.

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SECTION 6

FACILITY A TERMINATION DATE EXTENSION

6. EXTENSION OF FACILITY A

6.1 Extension Request

The Company may request from the Lenders an extension of Facility A for a period of six (6) Months by giving notice (the “Facility A Extension Request”) to the Facilities Agent not earlier than thirty (30) Business Days and no later than five (5) Business Days before the Original Facility A Termination Date. Such notice shall be made in writing and be unconditional and binding on the Company.

6.2 Notification of Extension Request

Upon receipt of such Facility A Extension Request from the Company requesting the extension of the Original Facility A Termination Date the Facilities Agent will promptly notify the Lenders thereof.

6.3 Extension of Facility A

If:

6.3.1 the Company has provided an Extension Request in accordance with Clause 6.1 (Extension Request);

6.3.2 the Facilities Agent has received the extension fee payable pursuant to Clause 12.5 (Extension fee) no later than three (3) Business Days before the Original Facility A Termination Date; and

6.3.3 no Default is continuing or would result therefrom,

the Original Facility A Termination Date shall be extended to the Extended Facility A Termination Date with effect from the Original Facility A Termination Date and with binding effect for all Parties.

6.4 Restrictions

The Company may only deliver one Facility A Extension Request.

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SECTION 7

REPAYMENT

7. REPAYMENT

7.1 Repayment of Facility A Loans

The Company shall repay the aggregate Facility A Loans in full on the Termination Date.

7.2 Repayment of Facility B Loans

7.2.1 Each Borrower under Facility B shall repay the aggregate Facility B Loans provided to that Borrower in instalments by repaying on each Facility B Repayment Date an amount which reduces the amount of the outstanding aggregate Facility B Loans provided to that Borrower by an amount equal to the relevant fraction of all the Facility B Loans provided to that Borrower outstanding as at the close of business in Paris on the last day of the Availability Period in relation to Facility B as set out in the table below:

Facility B Repayment Date	Repayment Instalment Fraction
First Facility B Repayment Date	1/6
six (6) Months following the First Facility B Repayment Date	1/6
twelve (12) Months following the First Facility B Repayment Date	1/6
eighteen (18) Months following the First Facility B Repayment Date	1/6
twenty-four (24) Months following the First Facility B Repayment Date	1/6
Termination Date	1/6

7.2.2 If, in relation to a Facility B Repayment Date, the aggregate amount of the Facility B Loans made to the Borrowers exceeds the Repayment Instalment to be repaid by the Borrowers, the Company may, if it gives the Facilities Agent not less than five (5) Business Days’ prior notice, select which of those Facility B Loans will be wholly or partially repaid so that the Facility B Repayment Instalment is repaid on the relevant Repayment Date in full.

7.2.3 For the avoidance of doubt, the entire principal amount of the Facility B Loans outstanding as of the Termination Date shall be repaid in full on the Termination Date.

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SECTION 8

PREPAYMENT AND CANCELLATION

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:

8.1.1 that Lender shall promptly notify the Facilities Agent upon becoming aware of that event;

8.1.2 upon the Facilities Agent notifying the Company, each Commitment of that Lender will be immediately cancelled; and

8.1.3 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 Facilities Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Facilities Agent (being no earlier than the last day of any applicable grace period permitted by law).

8.2 Change of control

8.2.1 If any person (other than L’Oréal or Total) or group of persons acting in concert (other than a concert in which L’Oréal and/or Total have a majority stake) acquires more than fifty percent. (50%) of the voting rights of the Company:

(a) the Company shall promptly notify the Facilities Agent upon becoming aware of that event and shall consult with the Lenders for a sixty (60) day period commencing on the date of the notification as to maintenance of their respective Commitments outstanding following the occurrence of that event;

(b) at the end of such sixty (60) day period, each Lender, by not less than fifteen (15) days’ notice to the Company, may cancel its participation in the Facilities and declare all its Commitments and outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents, immediately due and payable to it, whereupon the Commitments of such Lenders in the Facilities will be cancelled and all such outstanding amounts will become immediately due and payable.

8.2.2 For the purpose of Sub-clause 8.2.1 above “control” has the meaning given in article L.233-3 of the French Code de Commerce

8.2.3 For the purpose of Sub-clause 8.2.1 above “acting in concert” has the meaning given in article L.233-10 of the French Code de Commerce.

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8.3 Equity and Debt Proceeds

8.3.1 For the purpose of this Clause 8.3:

“Debt Proceeds” means the Dollar, Euro, Sterling, Swiss Franc or Yen cash proceeds received by the Company or any other member of the Group from any issue of notes, bonds, convertible bonds (including, without limitation, for the avoidance of doubt obligations convertibles et/ou échangeables en actions nouvelles ou existantes) or other debt securities, including, without limitation, any TSDIs or in connection with any securitisation or factoring of receivables (in each case, whether issued to the public or by means of private placement), issued by the Company or any member of the Group, and after deducting:

(a) any reasonable expenses incurred by any member of the Group with respect to that issuance to persons which are not members of the Group; and

(b) any Tax incurred and required to be paid by a member of the Group in connection with that issuance (as reasonably determined by the relevant member of the Group on the basis of existing rates and taking into account any available credit deduction or allowance).

For the avoidance of doubt any proceeds received in any currency other than Dollar, Euro, Sterling, Swiss Francs or Yen are not Debt Proceeds.

“Equity Proceeds” means the cash proceeds received by the Company or any other member of the Group from any share capital increase (other than as a result of the conversion of bonds or other debt securities) issued by the Borrower or any other member of the Group and subscribed by a person which is not a member of the Group and which does not result in the application of Clause 8.2 (Change of control) and after deducting:

(a) any reasonable expenses incurred by any member of the Group with respect to that issuance to persons which are not members of the Group; and

(b) any Tax incurred and required to be paid by a member of the Group in connection with that issuance (as reasonably determined by the relevant member of the Group on the basis of existing rates and taking into account any available credit deduction or allowance).

“Excluded Debt Proceeds” means the cash proceeds received by the Company or any other member of the Group from drawings under commercial paper programmes that are in place as at the Signing Date, billets de trésorie issued under a programme existing as at the Signing Date.

“Excluded Equity Proceeds” means (i) the Equity Proceeds arising from the issuance of stock under warrants existing as at the Signing Date, under stock options existing as at the Signing Date or pursuant to employee incentive schemes and (ii) Equity Proceeds which (a), for any issuance of share capital, are less than or equal to one hundred and fifty million dollars (USD

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150,000,000) (or its equivalent in any currency or currencies) and (b), when aggregated with all other Equity Proceeds are less than or equal to five hundred million dollars (USD 500,000,000) (or its equivalent in any currency or currencies).

8.3.2 The Company shall promptly notify the Facilities Agent upon receipt by it or any member of the Group of Equity Proceeds (other than Excluded Equity Proceeds) or Debt Proceeds (other than Excluded Debt Proceeds), as the case may be.

8.3.3 Upon the receipt of the Equity Proceeds (other than Excluded Equity Proceeds) and/or Debt Proceeds (other than Excluded Debt Proceeds) by any member of the Group:

(a) if the Available Facility for Facility A is greater than zero, the Facility A Commitments of the Lenders shall be automatically cancelled (pro rata across such Facility A Commitments) in an amount equal to the amount of such Equity Proceeds and/or Debt Proceeds (or if less, the amount of the Available Facility for Facility A); and

(b) on the last day of the first Interest Period ending at least three (3) Business Days after the date of such receipt and to the extent that such Equity Proceeds and/or Debt Proceeds exceed the amount of Available Facility for Facility A cancelled pursuant to paragraph (a) above, the Company shall prepay Facility A Loans in the amount of such excess (pro rata across the Facility A Loans).

8.4 Mandatory prepayment – Target Group shares and assets

8.4.1 For the purposes of this Clause 8.4:

“Disposal” means a sale, lease, transfer or other disposal by a person of Target Shares or any shares, asset, undertaking or business of a member of the Target Group (in each case, whether by a voluntary or involuntary single transaction or series of transactions) and provided that such disposal is not prohibited under this Agreement.

“Disposal Proceeds” means the cash consideration receivable by any member of the Group (including any amount receivable in repayment of intercompany debt) for any Disposal made by any member of the Group to a person which is not a member of the Group except for Excluded Disposal Proceeds and after deducting:

(i) any reasonable expenses which are incurred by any member of the Group with respect to that Disposal to persons who are not members of the Group; and

(ii) any Tax incurred and required to be paid by the seller in connection with that Disposal (as reasonably determined by the seller, on the basis of existing rates and taking account of any available credit, deduction or allowance).

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“Excluded Disposal Proceeds” means (a) an individual Disposal to a person which is not a member of the Group where the Disposal Proceeds from that Disposal are an amount which when aggregated with other Disposals Proceeds do not exceed five hundred million dollars (USD 500,000,000) (or its equivalent in any other currency or currencies) and (b) Disposals of inventory in the ordinary course of trading.

8.4.2 On the last day of the first Interest Period ending at least three (3) Business Days after the date of such receipt of Disposal Proceeds, the Company shall prepay Facility A Loans in the amount of such Disposal Proceeds (pro rata across the Facility A Loans).

8.4.3 The Company shall promptly after receipt of such Disposal Proceeds deliver a certificate to the Facilities Agent confirming the amount of such Disposal Proceeds.

8.5 Voluntary cancellation

The Company may, if it gives the Facilities Agent not less than three (3) 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 twenty five million dollars (USD 25,000,000) of any Available Facility. Any cancellation under this Clause shall reduce the Commitments of the Lenders rateably under that Facility.

8.6 Voluntary Prepayment

A Borrower to which a Loan has been made may, if it gives the Facilities Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan (but if in part, being an amount that reduces the amount of the Loan by a minimum amount of twenty five million dollars (USD 25,000,000)).

8.7 Right of repayment and cancellation in relation to a single Lender

8.7.1 If:

(a) any sum payable to any Lender by a Borrower is required to be increased under Sub-clause 13.2.3 of Clause 13.2 (Tax gross-up) or under an equivalent provision of any Finance Document;

(b) any Lender claims indemnification from the Company under Clause 13.3 (Tax indemnity) or Clause 14.1 (Increased costs); or

(c) any amount payable to any Lender by the Company under a Finance Document is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for the Company by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction,

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the Company may, whilst the circumstance giving rise to the requirement for that increase, indemnification or non-deductibility for French tax purposes continues, give the Facilities Agent notice of cancellation of the Commitment of that Lender and/or its intention to procure the repayment of that Lender’s participation in the relevant Loans.

8.7.2 On receipt of a notice referred to in Sub-clause 8.7.1 above, the Commitment of that Lender shall immediately be reduced to zero.

8.7.3 On the last day of each Interest Period which ends after the Company has given notice under Sub-clause 8.7.1 above (or, if earlier, the date specified by the Company in that notice), each Borrower shall repay that Lender’s participation in the relevant Loans.

8.8 Mandatory prepayment and cancellation in relation to a single Lender

If it becomes unlawful for a Borrower to perform any of its obligations to any Lender under Sub-clause 13.2.3 of Clause 13.2 (Tax gross-up) or under an equivalent provision of any Finance Document,

8.8.1 the Company shall promptly notify the Facilities Agent upon becoming aware of that event;

8.8.2 upon the Facilities Agent notifying that Lender, each of its Commitments will be immediately cancelled; and

8.8.3 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 Sub-clause 8.8.1 above or, if earlier, the date specified by that Lender in a notice delivered to the Facilities Agent (being no earlier than the last day of any applicable grace period permitted by law).

8.9 Right of cancellation in relation to a Defaulting Lender

8.9.1 If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Facilities Agent five (5) Business Days’ notice of cancellation of each Available Commitment of that Lender.

8.9.2 On the notice referred to in Sub-clause 8.9.1 above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

8.9.3 The Facilities Agent shall as soon as practicable after receipt of a notice referred to in Sub-clause 8.9.1 above, notify all the Lenders.

8.9.4 For the avoidance of doubt, other than by exercising rights and remedies pursuant to this Agreement or in law, each of the Lenders undertakes not to engage in any of the actions contemplated in paragraph (b) of the definition of Defaulting Lender.

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8.10 Restrictions

8.10.1 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.

8.10.2 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.

8.10.3 No part of a Facility which is prepaid or repaid may be reborrowed.

8.10.4 No Borrower shall 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.

8.10.5 Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

8.10.6 If the Facilities 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.

8.11 Effect of prepayment on scheduled repayments of Facility B

If any of the Facility B Loans are prepaid in accordance with this Clause 8 then the amount of the Repayment Instalment for Facility B for each Repayment Date falling after that prepayment will reduce pro rata by the amount of the Facility B Loan prepaid.

8.12 Restrictions on mandatory prepayment

8.12.1 Any mandatory prepayment to be made by the Company under Clause 8.4 (Mandatory prepayment – Target Group shares and assets) shall be limited to the sum of (a) Cash and Cash Equivalent Investments held by the Company, (b) distributable profits net of Taxes for the current financial year of its Subsidiaries which are distributable, (c) distributable reserves of its Subsidiaries which are distributable, (d) any intercompany loan which can be lawfully granted by any member of the Group to the Company and (e) any other debt owed by any member of the Group to the Company (whether due and payable or not), in each case to be determined upon the date upon which the relevant prepayment obligation arose.

8.12.2 To the extent that the Company’s obligation to make a mandatory prepayment under Clause 8.4 (Mandatory prepayment – Target Group shares and assets) is limited by the provisions of this Clause 8.12, any prepayment obligation of the Company shall be on-going and shall be reinstated without triggering any penalty at the time and to the extent that the events or circumstances giving rise to such limitation shall cease to exist.

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8.13 Mandatory cancellation

All Available Commitments under a Facility shall automatically be cancelled at the end of the Availability Period.

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SECTION 9

INTEREST

9. INTEREST

9.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

9.1.1 Margin;

9.1.2 LIBOR; and

9.1.3 Mandatory Cost, if any.

9.2 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 (and, if the Interest Period is longer than six (6) Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

9.3 Default interest

9.3.1 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 Sub-clause 9.3.2 below, is one percent. (1%) 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 Facilities Agent (acting reasonably). Any interest accruing under this Clause 9.3 shall be immediately payable by the relevant Borrower on demand by the Facilities Agent.

9.3.2 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:

(a) 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

(b) the rate of interest applying to the overdue amount during that first Interest Period shall be one percent. higher than the rate which would have applied if the overdue amount had not become due.

9.3.3 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.

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9.4 Notification of rates of interest

The Facilities Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

9.5 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 a Borrower’s right to select the currency and the duration of the Interest Period of each Loan) the taux effectif global cannot be calculated at the Signing Date. However, each Borrower acknowledges that it has received from the Facilities Agent a letter containing an indicative calculation of the taux effectif global, based on figured examples calculated on assumptions as to the taux de période and durée de période set out in the letter. The Parties acknowledge that such letter forms part of this Agreement.

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SECTION 10

INTEREST PERIODS

10. INTEREST PERIODS

10.1 Selection of Interest Periods

10.1.1 A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request or (if that Loan has already been borrowed) in a Selection Notice.

10.1.2 Each Selection Notice is irrevocable and must be delivered to the Facilities Agent by the Borrower not later than the Specified Time.

10.1.3 If a Borrower (or the Company on behalf of that Borrower) fails to deliver a Selection Notice to the Facilities Agent in accordance with Sub-clause 10.1.1 above, the relevant Interest Period will, be three (3) Months.

10.1.4 Subject to this Clause 10:

(a) The Company may select an Interest Period for a Facility A Loan of one (1) or three (3) Months provided that the Company may not select an Interest Period for a Facility A Loan of one (1) Month more than three (3) times.

(b) A Borrower (or the Company on behalf of that Borrower) may select an Interest Period for a Facility B Loan of three (3) or six (6) Months or, if such period is less than three (3) Months, of a period ending on (and including) the First Facility B Repayment Date.

10.1.5 An Interest Period for a Loan shall not extend beyond the Termination Date applicable to its Facility.

10.1.6 An Interest Period for a Facility B Loan which commences prior to a Facility B Repayment Date shall not extend beyond that Facility B Repayment Date.

10.1.7 Each Interest Period for a Loan shall start on the Utilisation Date of that Loan or (if already made) on the last day of its preceding Interest Period.

10.1.8 Prior to the determining the interest rate for a Facility B Loan, the Facilities Agent may shorten each Interest Period for a Facility B Loan to ensure that such Interest Period ends on a Facility B Repayment Date. If the Facilities Agent makes any changes to an Interest Period referred to in this Sub-clause 10.1.8, it shall promptly notify the Company and the Lenders.

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).

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SECTION 11

CHANGES TO THE CALCULATION OF INTEREST

11. CHANGES TO THE CALCULATION OF INTEREST

11.1 Absence of quotations

Subject to Clause 11.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Bank Rate, if one or more Reference Banks does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

11.2 Market disruption

11.2.1 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:

(a) the Margin;

(b) the rate notified to the Facilities 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

(c) the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

11.2.2 In this Agreement “Market Disruption Event” means, in relation to a Loan:

(a) at or about noon on the Quotation Day for the relevant Interest Period none or only one of the Reference Banks supplies a rate to the Facilities Agent to determine LIBOR for the relevant currency and Interest Period; or

(b) before close of business in Paris on the Quotation Day for the relevant Interest Period, the Facilities Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed thirty five percent. (35%) of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR.

11.3 Alternative basis of interest or funding

11.3.1 If a Market Disruption Event occurs and the Facilities Agent or the Company so requires, the Facilities Agent and the Company shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

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11.3.2 Any alternative basis agreed pursuant to Sub-clause 11.3.1 above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.

11.4 Break Costs

11.4.1 Each Borrower shall, within two (2) 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.

11.4.2 Each Lender shall, together with its demand, provide a certificate confirming the amount and basis of calculation of its Break Costs for any Interest Period in which they accrue.

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SECTION 12

FEES

12. FEES

12.1 Commitment fee

12.1.1 The Company shall pay to the Facilities Agent (for the account of each Lender):

(a) a fee in USD computed at the rate of zero point fifteen percent. (0.15%) per annum on that Lender’s Available Commitment under Facility A for the Availability Period applicable to Facility A.

(b) a fee in USD computed at the rate of zero point thirty percent. (0.30%) per annum on that Lender’s Available Commitment under Facility B for the Availability Period applicable to Facility B,

in each case commencing to accrue on the Signing Date.

12.1.2 The accrued commitment fee is payable on the last day of each successive period of three (3) Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

12.1.3 No commitment fee is payable to the Facilities Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

12.2 Upfront Fee

12.2.1 The Company shall pay to the Facilities Agent (for the account of the Lenders) an upfront fee in the amount and at the times agreed in a Fee Letter.

12.2.2 In the event all (and not part only) of the rights or obligations of a Defaulting Lender under this Agreement are transferred to a Replacement Lender pursuant to paragraph 34.4.1(a) of Clause 34.4 (Replacement of a Defaulting Lender) and such Defaulting Lender was a Lender as at the Signing Date or is an Increase Lender, then, provided that no amounts are due and payable by the Company to the Defaulting Lender under any Finance Document, that Defaulting Lender shall pay to the Company an amount (a “Default Payment”) calculated as follows:

(A)(B)

        C

Where:

A is the portion of the fee received by Lender pursuant to Clause 12.2 (Upfront Fee) or Sub-clause 2.2.5 of Clause 2.2 (Increase), as the case may be;

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B is the number of days from the date on which either of the events set forth in paragraphs 34.4.1(a) and 34.4.1(b) of Clause 34.4 (Replacement of a Defaulting Lender) occur to and including the Termination Date;

C is the number of days from (a) the Signing Date to and including the Termination Date, in the event Clause 12.2 (Upfront Fee) applies in A above, or (b) the date on which the increase takes effect with respect to the Increase Lender pursuant to Clause 2.2 (Increase) to and including the Termination Date, in the event Sub-clause 2.2.5 of Clause 2.2 (Increase) applies in A above, as the case may be,

provided that the Default Payment shall be reduced by the amount of any deduction or withholding required by law and subject to any set off or counterclaim.

12.3 Agency fee

The Company shall pay to the Facilities Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

12.4 Duration fee

On the date falling fifteen (15) Months after the Signing Date (the “Duration Fee Date”), the Company shall pay to the Facilities Agent (for the account of the Lenders prorated to their participations in the Facility A Loans) a duration fee equal to zero point ten percent. (0.10%) flat of the aggregate amount of the Facility A Loan on the Duration Fee Date.

12.5 Extension fee

If the Company requests an extension of the Original Facility A Termination Date in accordance with Clause 6 (Extension of Facility A), the Company shall pay to the Facilities Agent (for the account of the Lenders prorated to their participations in the extended Facility A Loans), no later than three (3) Business Days before the Original Facility A Termination Date, an extension fee, in USD equal to zero point ten percent. (0.10%) flat of the aggregate amount of the Facility A Loans which, upon such extension taking effect, would be repayable on the Extended Facility A Termination Date.

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SECTION 13

TAX GROSS UP AND INDEMNITIES

13. TAX GROSS UP AND INDEMNITIES

13.1 Definitions

13.1.1 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:

(a) in respect of a payment of interest made by an Obligor established in France, a Lender which:

(i) fulfils the conditions imposed by French law in order for that payment not to be subject to (or as the case may be, to be exempt from) any Tax Deduction; or

(ii) is a Treaty Lender; or

(b) in respect of a payment of interest made by a U.S. Borrower, or otherwise treated under the Code as United States source interest, a Lender which is:

(i) a “United States person” within the meaning of Section 7701(a)(3) of the Code, provided that such Lender has timely delivered to the Facilities Agent for transmission to the U.S. Borrower making such payment two original copies of IRS Form W-9 (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) certifying its status as a “United States person”; or

(ii) a Lender that has timely delivered to the Facilities Agent for transmission to the U.S. Borrower making such payment two original copies of IRS Form W-8BEN (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) certifying its entitlement to receive payments under this Agreement without any U.S. federal tax deduction or withholding under an applicable U.S. double taxation treaty; or

(iii) entitled to receive payments under the Finance Documents without deduction or withholding of any U.S. federal tax, provided such Lender timely has delivered to the Facilities Agent for transmission to the U.S. Borrower making such payment two original copies of either (1) IRS Form W-8ECI (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) certifying that

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payments made pursuant to the Finance Documents are effectively connected with the conduct by that Lender of a trade or business within the United States for U.S. federal income tax purposes or (2) IRS Form W-8BEN (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) claiming exemption from U.S. federal tax withholding or deduction in respect of payments made under the Finance Documents under the “portfolio interest” exemption under the Code together with a statement certifying that such Lender is not a person described in Section 871(h)(3)(B) or Section 881(c)(3) of the Code.

For purposes of this paragraph (b), in the case of a Lender that is not treated as the beneficial owner of the payment (or a portion thereof) under Chapter 3 and related provisions (including Sections 871, 881, 3406, 6041, 6045 and 6049) of the Code, the term “Lender” shall mean the person who is so treated as the beneficial owner of the payment (or portion thereof).

“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.

“Tax Payment” means the increase in a payment made by a Borrower 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

(a) is treated as resident of a Treaty State for the purposes of the Treaty;

(b) does not carry on business in France through a permanent establishment with which that Lender’s participation in the Loan is effectively connected;

(c) is acting from a Facility Office situated in its jurisdiction of incorporation; and

(d) fulfils any other conditions which must be fulfilled under the Treaty by residents of the Treaty State for such residents to obtain exemption from Tax imposed on the payment of interest by France, subject to the completion of any necessary procedural formalities.

“Treaty State” means a jurisdiction having a double taxation agreement with France (the “Treaty”), which makes provision for full exemption from Tax imposed by France on payment of interest.

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13.1.2 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

13.2.1 Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

13.2.2 The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facilities Agent accordingly. Similarly, a Lender shall notify the Facilities Agent on becoming so aware in respect of a payment payable to that Lender. If the Facilities Agent receives such notification from a Lender it shall notify the Company and that Obligor.

13.2.3 If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased 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.

13.2.4 A payment shall not be required to be increased under Sub-clause 13.2.3 above by reason of a Tax Deduction on account of Tax imposed by France or the United States if on the date on which the payment falls due:

(a) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender for that payment, but on that date that Lender is not or has ceased to be a Qualifying Lender for that payment 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 published concession of any relevant taxing authority; or

(b) the relevant Lender is a Treaty Lender and the Obligor 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 Sub-clause 13.2.7 below,

provided that the exclusion for changes after the date a Lender became a Lender under this Agreement in paragraph 13.2.4(a) above shall not apply in respect of any Tax Deduction on account of Tax imposed by France on a payment made to a Lender by a Borrower incorporated in France if such Tax Deduction is imposed solely because this payment is made to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction.

13.2.5 If an Obligor is required to make a Tax Deduction, that Obligor 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.

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13.2.6 Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facilities 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.

13.2.7 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

13.3.1 The Company shall (within three (3) Business Days of demand by the Facilities Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

13.3.2 Sub-clause 13.3.1 above shall not apply:

(a) with respect to any Tax assessed on a Finance Party:

(i) 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

(ii) 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

(b) to the extent a loss, liability or cost:

(i) is compensated for by an increased payment under Clause 13.2 (Tax gross-up); or

(ii) 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 Sub-clause 13.2.4 of Clause 13.2 (Tax gross-up) applied.

13.3.3 A Protected Party making, or intending to make a claim under Sub-clause 13.2.1 above shall promptly notify the Facilities Agent of the event which will give, or has given, rise to the claim, following which the Facilities Agent shall notify the Company.

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13.3.4 A Protected Party shall, on receiving a payment from an Obligor under this Clause 13.3, notify the Facilities Agent.

13.3.5 Sub-clause 13.3.1 does not apply to the extent that any tax is attributable to any day more than six (6) months before the first date on which the relevant Finance Party became aware of the relevant Tax and the cost, loss or liability that it would suffer therefrom.

13.4 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

13.4.1 a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

13.4.2 that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to that 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 required to be made by such Obligor.

13.5 Lender Status Confirmation

Each Original Lender confirms for the benefit of the Facilities Agent and the Borrowers that, as of the Signing Date, (i) it is a Qualifying Lender (other than a Treaty Lender) or a Treaty Lender and (ii) it is not incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction.

Each Lender which becomes a Party to this Agreement after the Signing Date shall indicate, in the Transfer Agreement or Increase Confirmation which it executes on becoming a Party, and for the benefit of the Facilities Agent and the Company, which of the following categories it falls in:

13.5.1 not a Qualifying Lender;

13.5.2 a Qualifying Lender (other than a Treaty Lender); or

13.5.3 a Treaty Lender.

Such Lender shall also specify, in the Transfer Agreement which it executes upon becoming a Party to this Agreement, whether it is incorporated, domiciled, established, or acting through a Facility Office situated in a Non-Cooperative Jurisdiction.

If a New Lender fails to indicate its status in accordance with this Clause 13.5 then such New Lender shall be treated for the purposes of this Agreement (including by each Borrower) as if it is not a Qualifying Lender until such time as it notifies the Facilities Agent which category applies (and the Facilities Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Agreement or Increase Confirmation shall not be invalidated by any failure of a Lender to comply with this Clause 13.5.

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13.6 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.

13.7 Value added tax

13.7.1 All amounts set out, or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to Sub-clause 13.7.2 below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

13.7.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT.

13.7.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

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SECTION 14

INCREASED COSTS

14. INCREASED COSTS

14.1 Increased costs

14.1.1 Subject to Clause 14.3 (Exceptions) the Company shall, within three (3) Business Days of a demand by the Facilities 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 Signing Date.

14.1.2 In this Agreement “Increased Costs” means:

(a) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(b) an additional or increased cost; or

(c) 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

14.2.1 A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Facilities Agent of the event giving rise to the claim, following which the Facilities Agent shall promptly notify the Company.

14.2.2 Each Finance Party shall, together with its demand, provide a certificate confirming the amount and the basis of its Increased Costs.

14.3 Exceptions

14.3.1 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 a Borrower;

(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 Sub-clause 13.3.2 of Clause 13.3 (Tax indemnity) applied);

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(c) compensated for by the payment of the Mandatory Cost;

(d) attributable to the breach by the relevant Finance Party or its Affiliates of any law or regulation or the negligence of any of them; or

(e) attributable to any day more than six months after the first date on which the relevant Finance Party became aware of the relevant Increased Cost.

14.3.2 In this Clause 14.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 13.1 (Definitions).

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SECTION 15

OTHER INDEMNITIES

15. OTHER INDEMNITIES

15.1 Currency indemnity

15.1.1 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:

(a) making or filing a claim or proof against that Borrower;

(b) 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 (3) 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.

15.1.2 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, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

15.2.1 the occurrence of any Event of Default;

15.2.2 a failure by a Borrower to pay any amount due under a Finance Document on its due date, including, any amount due and payable by that Borrower under Clause 26.4 (Reversal of redistribution);

15.2.3 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

15.2.4 a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company.

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15.3 Indemnity to the Facilities Agent

The Company shall promptly indemnify the Facilities Agent against any cost, loss or liability incurred by the Facilities Agent (acting reasonably) as a result of:

15.3.1 investigating any event which it reasonably believes is a Default; or

15.3.2 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

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SECTION 16

MITIGATION BY THE LENDERS

16. MITIGATION BY THE LENDERS

16.1 Mitigation

16.1.1 Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result (1) 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 paragraph 3 of Schedule 4 (Mandatory Cost formulae) or (2) in any amount payable under a Finance Document by an Obligor (established in France) becoming not deductible from an Obligor’s taxable income for French tax purposes by reason of that amount being (i) paid or accrued to a Finance Party incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction or (ii) paid to an account opened in the name of or for the benefit of that Finance Party in a financial institution situated in a Non-Cooperative Jurisdiction, including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

16.1.2 Sub-clause 16.1.1 above does not in any way limit the obligations of any Obligor under the Finance Documents.

16.2 Limitation of liability

16.2.1 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) promptly upon receipt of an invoice detailing such costs and expenses.

16.2.2 A Finance Party is not obliged to take any steps under:

(a) paragraph 16.1.1 (1) (Mitigation) above if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it; or

(b) paragraph 16.1.1 (2) (Mitigation) above if, in the opinion of that Finance Party (acting reasonably), to do so would or is reasonably likely to be prejudicial to it.

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SECTION 17

COSTS AND EXPENSES

17. COSTS AND EXPENSES

17.1 Transaction expenses

The Company shall promptly on demand pay the Facilities Agent and the Initial Mandated Lead Arrangers the amount of all reasonable costs and expenses (including legal fees in accordance with the Mandate Letter) reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of:

17.1.1 this Agreement and any other Finance Documents; and

17.1.2 any other Finance Documents executed after the Signing Date.

17.2 Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 27.10 (Change of currency), the Company shall, within three (3) Business Days of demand, reimburse the Facilities Agent for the amount of all reasonable costs and expenses (including legal fees pre-agreed by the Company) reasonably incurred by the Facilities Agent in responding to, evaluating, negotiating or complying with that request or requirement.

17.3 Enforcement costs

The Company shall, within three (3) 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.

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SECTION 18

REPRESENTATIONS

18. REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this Clause 18 (other than those contained in Clause 18.16 below) to each Finance Party on the Signing Date.

18.1 Status

18.1.1 It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

18.1.2 It 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 constitute, subject to the Legal Reservations, its legal, valid, binding and enforceable obligations.

18.3 Non-conflict with other obligations

The entry into and performance by it (and BidCo and any other member of the Group that is party to an Acquisition Document) of, and the consummation of the transactions contemplated by Transaction Documents, (1) with respect to the Finance Documents, do not and will not conflict and (2) with respect to the Acquisition Documents, at the time of such performance or consummation, will not conflict with:

18.3.1 any law or regulation applicable to it (except for, in respect of the Acquisition Documents, any anti-trust laws other than those under United States federal law or European Union law);

18.3.2 its constitutional documents; or

18.3.3 any agreement or instrument binding upon it or any of its assets to the extent which is reasonably likely to have a Material Adverse Effect.

18.4 Power and authority

It (and BidCo and any other member of the Group that is party to an Acquisition Document) has the power to enter into, perform and deliver, and has taken (or, with respect to any Acquisition Document, will take on or before the time such document is entered into or delivered) all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is a party and the transactions contemplated by those Transaction Documents.

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18.5 Validity

All Authorisations required to enable it (and BidCo and any other member of the Group that is party to an Acquisition Document) lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party have been (or, with respect to any Acquisition Document, will be at the time such Authorisation is required for it, BidCo or such other member of the Group that is party to an Acquisition Document so to enter into, exercise its rights and comply with its obligations thereunder) obtained.

18.6 Governing law and enforcement

18.6.1 The choice of French law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation.

18.6.2 Any judgment obtained in France in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

18.7 No default

18.7.1 No Event of Default is continuing or may reasonably be expected to result from the making of any Utilisation.

18.7.2 No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which is reasonably likely to have a Material Adverse Effect.

18.8 Financial statements

18.8.1 The Original Financial Statements were prepared in accordance with GAAP consistently applied.

18.8.2 The Original Financial Statements fairly represent the Group’s financial condition and operations as at the end of and for the relevant financial year.

18.8.3 There has been no change in the business or consolidated financial condition of the Group since the date of the Original Financial Statements (except as disclosed in the Form 20-F relating to the Original Financial Statements and any subsequent Form 6-K of an Obligor issued prior to the Signing Date) which would materially and adversely affect the ability of any Borrower to perform its payment obligations under this Agreement.

18.9 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.

18.10 No proceedings pending or threatened

Except as disclosed in the Form 20-F or any subsequent Form 6-K of any Obligor issued prior to the Signing Date, 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 knowledge and belief) been started or threatened against it or any of its Material Subsidiaries.

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18.11 ERISA and Multiemployer Plans

No ERISA Event has occurred or is reasonably likely to occur with respect to the Obligor or any ERISA Affiliate which would reasonably be expected to have a Material Adverse Effect.

18.12 Federal Reserve Regulations; Execution of Finance Documents

The execution and delivery of the Finance Documents to which it is a party do not result in a breach of Regulations T, U or X.

18.13 Investment Companies

Neither it nor any person controlling it nor any of its Subsidiaries is or is required to be registered as an “investment company” under the 1940 Act.

18.14 Anti-Terrorism Laws

18.14.1 To the best of its knowledge, neither it nor any of its Affiliates: (i) is, or is controlled by, a Restricted Party; (ii) has received funds or other property from a Restricted Party; or (iii) is in breach of or is the subject of any action or investigation under any Anti-Terrorism Law.

18.14.2 It and, to the best of its knowledge, each of its Affiliates has taken reasonable measures to ensure compliance with the Anti-Terrorism Laws.

18.15 Repetition

18.15.1 The Repeating Representations are deemed to be made by each of the Obligors by reference to the facts and circumstances then existing on the date of each Utilisation Request, the Syndication Date and the first day of each Interest Period.

18.15.2 All of the representations and warranties in this Clause 18 (other than those contained in Clause 18.16 below) are deemed to be made by the Additional Borrower (in respect of itself only and not any other member of the Group), and the Repeating Representations are deemed to be made by the Facility B Guarantor, on the day on which the Additional Borrower becomes (or its proposed that it becomes) an Additional Borrower by reference to the facts and circumstances then existing.

18.16 Federal Reserve Regulations; Performance of obligations under Finance Documents; Application of proceeds of Loan(s)

Each Obligor shall be deemed to be representing to each Finance Party, as at each Utilisation Date only, by reference to the facts and circumstances existing on such date:

18.16.1 that the performance of its obligations under the Finance Documents to which it is a party does not constitute a breach of Regulation T, U or X to the extent applicable as at such time and

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18.16.2 that following the application of the proceeds of the Loan requested on such Utilisation Date, not more than 25% (twenty five per cent.) of the assets of the Company, the Borrower and the Restricted Group, on a consolidated basis, shall constitute margin stock (within the meaning of Regulation U).

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SECTION 19

INFORMATION UNDERTAKINGS

19. INFORMATION UNDERTAKINGS

The undertakings in this Clause 19 remain in force from the Signing Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

19.1 Financial statements

Each Obligor shall supply to the Facilities Agent in electronic format:

19.1.1 as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of its financial years (i) in the case of the Company, its audited consolidated and unconsolidated financial statements for that financial year and (ii) in the case of any other Obligor, its financial statements for that financial year which are unconsolidated and, to the extent available (and to the extent required by applicable law or GAAP), audited consolidated; and

19.1.2 as soon as the same become available, but in any event within ninety (90) days after the end of each half of each of its financial years its consolidated and unconsolidated financial statements for that financial half year.

19.2 Requirements as to financial statements

19.2.1 Each set of financial statements delivered by an Obligor pursuant to Clause 19.1 (Financial statements) shall be certified by a senior authorised signatory on behalf of that Obligor as fairly representing its financial condition as at the date as at which those consolidated financial statements were drawn up.

19.2.2 The Company shall procure that each set of financial statements delivered pursuant to Clause 19.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for the Company unless, in relation to any set of financial statements, it notifies the Facilities Agent that there has been a change in GAAP, the accounting practices or reference periods and delivers to the Facilities Agent a description of the change necessary.

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 were prepared.

19.2.3 The Company shall provide to the Facilities Agent a list of its Material Subsidiaries together with each set of annual financial statements delivered pursuant to Sub-clause 19.1.1 of Clause 19.1 (Financial statements).

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19.3 Information: miscellaneous

Each Borrower shall supply to the Facilities Agent (in sufficient copies for all the Lenders, if the Facilities Agent so requests):

19.3.1 all documents dispatched by each Borrower to its creditors generally at the same time as they are dispatched; and

19.3.2 promptly, such further non-confidential information regarding the financial condition, business and operations of any member of the Restricted Group as any Finance Party (through the Facilities Agent) may reasonably request.

19.4 Notification of default

19.4.1 Each Borrower shall notify the Facilities Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

19.4.2 Promptly upon a request by the Facilities Agent (acting on the instructions of the Majority Lenders) the Company shall supply to the Facilities Agent a certificate signed by its chief financial officer or any authorised person on behalf of the Company certifying that to its knowledge no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

19.5 Rating Agency reports

The Company shall supply to the Facilities Agent (in electronic format) from time to time and promptly after the same become available, each report of any Rating Agency relating to the Company.

19.6 Use of websites

19.6.1 The Company may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by providing this information to the Facilities Agent for posting onto an electronic website designated by the Facilities Agent (the “Designated Website”) if:

(a) the Facilities Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method; and

(b) the information posted on the Designated Website is in a format previously agreed between the Company and the Facilities Agent.

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Facilities Agent shall notify the Company accordingly and the Company shall supply the information to the Facilities Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Company shall supply the Facilities Agent with at least one copy in paper form of any information required to be provided by it.

19.6.2 The Facilities Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Facilities Agent.

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19.6.3 Any Website Lender may request, through the Facilities Agent, one paper copy of any information required to be provided under this Agreement which is posted on the Designated Website. The Company shall comply with any such request within ten (10) Business Days.

19.6.4 The cost of the Designated Website shall be borne by the Company, subject to such cost being agreed by the Company beforehand.

19.7 “Know your customer” checks

19.7.1 If:

(a) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Signing Date;

(b) any change in the status of an Obligor after the Signing Date; or

(c) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Facilities Agent or any Lender (or, in the case of paragraph (c) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Facilities Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facilities Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (c) above, on behalf of any prospective new Lender) in order for the Facilities Agent, such Lender or, in the case of the event described in paragraph (c) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19.7.2 Each Lender shall promptly upon the request of the Facilities Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facilities Agent (for itself) in order for the Facilities Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19.7.3 The Company shall, by not less than ten (10) Business Days’ prior written notice to the Facilities Agent, notify the Facilities Agent (which shall promptly notify the Lenders) of its intention to request that the Additional Borrower accede to this Agreement as Additional Borrower pursuant to Clause 23 (Changes to the Obligors).

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19.7.4 Following the giving of any notice pursuant to Sub-clause 19.7.3 above, if the accession of such Additional Borrower obliges the Facilities Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall promptly upon the request of the Facilities Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facilities Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Facilities Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of a Subsidiary to this Agreement as an Additional Borrower.

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SECTION 20

GENERAL UNDERTAKINGS

20. GENERAL UNDERTAKINGS

The undertakings in this Clause 20 remain in force from the Signing Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

20.1 Authorisations

Each Obligor shall promptly:

20.1.1 obtain, comply with and do all that is necessary to maintain in full force and effect; and

20.1.2 supply certified copies to the Facilities Agent of,

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 in its jurisdiction of incorporation of any Finance Document.

20.2 Compliance with laws

Each Obligor shall (and shall procure that each of BidCo and each other member of the Group that is party to an Acquisition Document 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 payment obligations under the Transaction Documents.

20.3 Negative pledge

20.3.1 No Borrower shall (and the Company shall ensure that no other member of the Restricted Group will) create or permit to subsist any Security over any of its assets.

20.3.2 Sub-clause 20.3.1 above does not apply to:

(a) any Security disclosed in the Original Financial Statements or listed in Schedule 6 (Existing Security) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule;

(b) any netting or set-off arrangement entered into by any member of the Restricted Group in the ordinary course of its banking arrangements; any cash management arrangement (including hedging policies) made in accordance with sound commercial practices; any hedging arrangements made in accordance with sound commercial practices (excluding any Security, other than netting arrangements, granted or arising under or in connection with such arrangements); any set-off rights, liens or similar rights granted or arising under the general terms of business of any financial or credit institution;

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(c) any lien arising by operation of law and in the ordinary course of trading;

(d) any lien arising under Section 430(k) of the Code or Title IV of ERISA, in each case, with respect to an Employee Plan and which would not reasonably be expected to result in a Material Adverse Effect;

(e) any Security over or affecting any asset acquired by a member of the Restricted Group after the Signing Date if:

(i) the Security was not created in contemplation of the acquisition of that asset by a member of the Restricted Group;

(ii) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Restricted Group; and

(iii) the Security is removed or discharged within nine (9) Months of the date of acquisition of such asset if not otherwise permitted under this Clause 20.3;

(f) any Security created over an asset to secure finance for the acquisition price or costs of maintenance or improvement of such asset (any such price or cost, the “Asset Costs”) (i) to the extent the realisation value of the subject matter of such Security does not, at the time of creation of the Security, exceed in amount the Financial Indebtedness secured by such Security, and (ii) provided that the proceeds of the relevant financing underlying the said Financial Indebtedness are applied solely towards the discharge or payment of the Asset Costs;

(g) any Security over or affecting any asset of any company which becomes a member of the Restricted Group or is merged into a member of the Restricted Group after the Signing Date, where the Security is created prior to the date on which that company becomes a member of the Restricted Group, if:

(i) the Security was not created in contemplation of the acquisition of that company;

(ii) the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

(iii) the Security is removed or discharged within nine (9) Months of that company becoming a member of the Restricted Group if not otherwise permitted under this Clause 20.3;

(h) 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 Restricted Group is actively prosecuting or defending such action by appropriate proceedings in the bona fide interests of the Restricted Group;

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(i) 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;

(j) 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;

(k) for the avoidance of doubt, any transfer of receivables or other rights under or in connection with a securitisation programme of the Company or any other member of the Restricted Group;

(l) any Security created pursuant to any sale, transfer or other disposal of any of the assets of the Company or any other member of the Restricted Group on terms whereby such assets are to be leased to or re-acquired by the relevant Borrower or member of the Restricted Group;

(m) 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 and 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; or

(n) 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 Restricted Group to the extent not permitted under paragraphs (a) to (j) above) does not exceed seven point five percent. (7.5%) of the Company’s Consolidated Net Worth (or its equivalent in another currency or currencies) from time to time.

20.4 Merger

No Obligor shall enter into any amalgamation, merger or corporate reconstruction, except for a Permitted Merger.

20.5 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 Restricted Group from that carried on at the Signing Date.

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20.6 ERISA and Multiemployer Plans

No Obligor shall allow, or permit any of its ERISA Affiliates to allow, (i) any Employee Plan to fail to satisfy the minimum funding standard (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, to the extent that such failure would be reasonably likely to have a Material Adverse Effect; or (ii) any failure to comply in any material respect with ERISA or the related provisions of the Code, if any such non-compliance, singly or in the aggregate, would be reasonably likely to have a Material Adverse Effect.

20.7 Federal Reserve Regulations

The Borrowers shall use the Facilities (and shall procure that BidCo will use the proceeds thereof) without violating Regulations T, U and X.

20.8 Compliance with U.S. Regulations

Following the Closing Date, the Obligors shall ensure that no member of the Target Group shall (and the Company shall ensure that no other member of the Group will) become an “investment company,” as such term is defined in the 1940 Act, that is registered or required to be registered under the 1940 Act. Neither the making of any Loan, or the application of the proceeds or repayment of any Loan by any member of the Target Group or the Group nor the consummation of the other transactions contemplated by the Transaction Documents will violate any provision of such act or any rule, regulation or order of the SEC under the 1940 Act.

20.9 Anti-Money laundering

Each Obligor will use commercially reasonable efforts to ensure that no funds used to pay the obligations under the Transaction Documents are derived from any unlawful activity.

20.10 Acquisition related covenants

20.10.1 The Company shall procure that:

(a) if the Acquisition involves a Merger:

(i) prior to entry into any Merger Agreement, the final draft of the Merger Agreement is provided to the Facilities Agent;

(ii) prior to the consummation of that Merger, the final drafts of the other Merger Documents are provided to the Facilities Agent,

and that promptly upon its execution, a copy of each Merger Document is provided to the Facilities Agent; and

(b) if the Acquisition involves an Offer, the final drafts of the Offer Documents are provided to the Facilities Agent prior to commencement of the Offer and that, promptly upon its execution, a copy of each Offer Document is provided to the Facilities Agent.

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20.10.2 The Company shall procure that the Acquisition Documents shall be in compliance, in all material respects, with applicable laws and regulations.

20.10.3 The Company shall procure that the Offer and any Merger Agreement shall include at least the following conditions (save, in the case of (i), to the extent that evidence satisfactory to the Facilities Agent, in the form described in paragraph 4(g) of Part 1 of Schedule 2 (Conditions precedent) has been provided to the Facilities Agent): (i) receipt of anti-trust or competition approvals under the United States federal law or, to the extent required for the Acquisition, European Union laws or regulations (in any case, whether through expiration of the applicable waiting period or otherwise) and (ii) a minimum level of acceptance equal to at least the majority of the Target Shares on a fully diluted basis.

20.10.4 The Company shall comply, in all material respects, and procure that BidCo and each other member of the Group that is party to an Acquisition Document comply, in all material respects, with statutes, laws, regulations, court orders (including, without limitation, injunctions) and judgements (if any) applicable to the Acquisition.

20.10.5 The Company shall and shall procure that BidCo and each other member of the Group that is party to an Acquisition Document shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect (and supply certified copies to the Facilities Agent of) any Authorisation (except for anti-trust or competition approvals other than those under the United States federal law or European Union laws or regulations) required for it to enter into such Acquisition Document or to perform its obligations thereunder or for legality and validity of transfer of good title in the Target Shares to BidCo and, if the Acquisition involves a Merger, the Merger.

20.10.6 The Company shall ensure that, in aggregate, no utilisation or utilisations in excess of:

(a) four hundred million dollars (USD 400,000,000); plus

(b) the aggregate amount of a requested Utilisation that is not provided under the Facilities to a Borrower by a Defaulting Lender (or any Lender which would be a Defaulting Lender but for the grace period of three (3) Business Days provided for in the definition of Defaulting Lender) or by reason of the Facilities Agent being an Impaired Agent,

is made or requested under the Existing RCF for the purpose of paying the purchase price of the Acquisition prior to utilisation in full of the Facilities.

20.10.7 The Company shall and shall procure that BidCo and each other member of the Group that is party to an Acquisition Document will:

(a) not without the consent of the Initial Mandated Lead Arrangers agree to amend, supplement, waive, revise, withdraw or agree to decide not to enforce in whole or in part any term or condition of the Offer Documents or the Merger Documents regarding (i) receipt of anti-trust

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or competition approvals under the United States federal law or, to the extent required for the Acquisition, European Union laws or regulations (in any case, whether through expiration of the applicable waiting period or otherwise) and (ii) a minimum level of acceptance equal to at least the majority of the Target Shares on a fully diluted basis;

(b) keep the Facilities Agent reasonably informed as to the progress of the Acquisition and any material developments in relation to the Acquisition and, in particular, of the expected Closing Date;

(c) promptly supply to the Facilities Agent copies of all Acquisition Documents;

(d) if the Acquisition involves a Merger (other than a short form merger), promptly provide a copy of the resolution passed by the shareholders of the Target approving the Merger, to the extent such a resolution is required by applicable law;

(e) unless required by law, rule or regulation (including the rules and regulations of the SEC (and the requests of the SEC) and any applicable securities exchange) or disclosed in the Offer Documents, not make any statement or announcement (other than the Offer Documents) without the prior written approval of the Initial Mandated Lead Arrangers containing any information or statement concerning the Finance Documents or the finance parties; provided that such approval shall not be required in respect of any statement or announcement containing information substantially the same as to which any such approval has been previously granted; and

(f) so long as the Offer is pending, pursue clearance by the SEC of the Offer Documents.

20.10.8 The Company shall ensure that:

(a) except if BidCo ceases to exist as a result of a Permitted Merger, at all times BidCo is a wholly owned Subsidiary of the Company; and

(b) at all times after the Closing Date, the Company holds, directly or indirectly, at least a majority of the Target Shares on a fully diluted basis.

20.10.9 In the event that a Utilisation has been made so as to provide funds in respect of a Merger, the Company shall provide a copy of the certificate of merger for such Merger to Facilities Agent on the Utilisation Date of such Utilisation.

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SECTION 21

EVENTS OF DEFAULT

21. EVENTS OF DEFAULT

Each of the events or circumstances set out in Clause 21 (Events of Default) is an Event of Default.

21.1 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 a Borrower to make a repayment under Clause 8.8 (Mandatory prepayment and cancellation in relation to a single Lender)) at the place at and in the currency in which it is expressed to be payable unless:

21.1.1 its failure to pay is caused by administrative or technical error; and

21.1.2 payment is made within three (3) Business Days of its due date.

21.2 Other obligations

21.2.1 An Obligor does not comply with any provision of the Finance Documents (other than any failure to pay which would constitute an Event of Default pursuant to Clause 21.1 (Non-payment)).

21.2.2 No Event of Default under Sub-clause 21.2.1 above will occur if the failure to comply is capable of remedy and is remedied within thirty (30) Business Days of the Facilities Agent giving notice to the Company or the Company becoming aware of the failure to comply.

21.3 Misrepresentation

Any representation or statement made or deemed to be repeated by an Obligor in the Finance Documents is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

21.4 Cross default

21.4.1 Any Financial Indebtedness of any member of the Restricted Group is not paid when due nor within any applicable grace period.

21.4.2 Any Financial Indebtedness of any member of the Restricted Group becomes due and payable prior to its specified maturity as a result of an event of default (however described).

21.4.3 Any commitment for any Financial Indebtedness of any member of the Restricted Group is cancelled by a creditor of any member of the Restricted Group as a result of an event of default (however described).

21.4.4 No Event of Default will occur under this Clause 21.4 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs 21.4.1 to 21.4.3 above is less than two hundred million Euro (€200,000,000) (or its equivalent in any other currency or currencies).

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21.5 Insolvency

21.5.1 A member of the Restricted Group 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.

21.5.2 Any member of the Restricted Group which conducts business in France is in a state of cessation des paiements, or any member of the Restricted Group becomes insolvent for the purpose of any insolvency law.

21.5.3 A moratorium is declared in respect of any indebtedness of any member of the Restricted Group.

21.6 Insolvency proceedings

21.6.1 Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, dissolution, the opening of proceedings for redressement judiciaire or liquidation judiciaire or reorganisation (in the context of a mandat ad hoc (in connection with actual or anticipated financial difficulties) or of a conciliation or otherwise) of any member of the Restricted Group other than a solvent liquidation or reorganisation of any member of the Restricted Group which is not an Obligor;

(b) a composition, compromise, assignment or arrangement with any creditor of any member of the Restricted Group;

(c) the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Restricted Group which is not an Obligor), receiver, administrator, administrative receiver, mandataire ad hoc (appointed in connection with actual or anticipated financial difficulties), conciliateur or other similar officer in respect of any member of the Restricted Group or any of its assets;

(d) the appointment of a receiver, administrator, administrative receiver, compulsory manager, mandataire ad hoc (appointed in connection with actual or anticipated financial difficulties), conciliateur or other similar officer in respect of:

(i) an Obligor, or in respect of the assets of an Obligor having an aggregate value in excess of two hundred million Euro (€200,000,000) (or its equivalent in any other currency or currencies);

(ii) any other member of the Restricted Group, or in respect of the assets of any other member of the Restricted Group having

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an aggregate value in excess of two hundred million Euro (€200,000,000) (or its equivalent in any other currency or currencies) provided that there shall be no Event of Default under this paragraph (ii) if the relevant appointment (a) is frivolous and vexatious, (b) occurs other than in a country in which the centre of main interests of the relevant member of the Restricted Group is located, and (c) is discharged within twenty (20) days after it takes effect; or

(e) the enforcement of any Security over assets of any members of the Restricted Group having an aggregate value in excess of one hundred million Euro (€100,000,000) (or its equivalent in any other currency or currencies); or

21.6.2 Any member of the Restricted Group applies for mandat ad hoc (in connection with actual or anticipated financial difficulties) or conciliation in accordance with articles L.611-3 to L.611-15 of the French Code de Commerce.

21.6.3 A judgement for sauvegarde, redressement judiciaire or liquidation judiciaire or for cession totale ou partielle de l’entreprise is entered in relation to any member of the Restricted Group under articles L.620-1 to L.670-8 of the French Code de Commerce.

21.6.4 Without prejudice to the exceptions granted above, any procedure, judgement or step is taken in any jurisdiction which has effects similar to those referred to in Sub-clauses 21.6.1, 21.6.2 and 21.6.3 above.

21.7 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 Restricted Group having an aggregate value of one hundred million Euro (€100,000,000) (or its equivalent in any other currency or currencies) and is not discharged within twenty (20) days.

21.8 Unlawfulness, invalidity and termination

21.8.1 Except as provided in Clause 8.8 (Mandatory prepayment and cancellation in relation to a single Lender), any obligation of any Obligor under any of the Finance Documents is not (subject to the Legal Reservations) or ceases to be legal, valid, binding and enforceable obligations of that Obligor in any material respect.

21.8.2 The Offer or any Merger Document is terminated or rescinded or (once issued or executed) is or ceases to be in full force and effect (excluding any such expiry in accordance with the terms of such Offer Document) (provided that this Sub-clause 21.8.2 shall not apply to any Merger Agreement which has been entered into after the Closing Date and provided further that the termination of any Offer commenced prior to execution of a Merger Agreement shall be disregarded for the purposes of this Sub-clause 21.8.2 if a Merger Agreement executed prior to termination of such Offer remains in full force and effect after such termination).

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21.8.3 The Acquisition is or becomes unlawful or invalid.

21.9 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Facilities Agent shall, without mise en demeure or any other judicial or extra judicial step, 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.670-8 of the French Code de Commerce:

21.9.1 cancel the Total Commitments whereupon they shall immediately be cancelled; and/or

21.9.2 declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;

provided that in the case of an Event of Default pursuant to Clause 21.6 (Insolvency proceedings) occurring in any US jurisdiction or being commenced in any US court of competent jurisdiction in respect of any Obligor, then without notice to such Obligor or any other act by the Facilities Agent or any other person, the Loans to such Obligor, interest thereon and all other amounts owed by such Obligor under the Finance Documents shall become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are expressly waived.

21.10 Clean-Up Period

Notwithstanding any other provision of any Finance Document, any Event of Default will be deemed not to be an Event of Default if:

21.10.1 it would have been (if it were not for this provision) an Event of Default only by reason of circumstances relating exclusively to any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group);

21.10.2 it is capable of remedy on or prior to the Clean-Up Date and reasonable steps are being taken to remedy it;

21.10.3 it is notified by the Company to the Facilities Agent as soon as reasonably practicable;

21.10.4 the circumstances giving rise to it have not been procured by or approved by any Obligor or BidCo; and

21.10.5 it is not reasonably likely to have a Material Adverse Effect.

If the relevant circumstances are continuing on or after the Clean-Up Date, there shall be an Event of Default notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).

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SECTION 22

CHANGES TO THE LENDERS

22. CHANGES TO THE LENDERS

22.1 Assignments and transfers by the Lenders

Subject to this Clause 22, a Lender (the “Existing Lender”) may:

22.1.1 assign any of its rights; or

22.1.2 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”).

The consent of the Finance Parties is hereby given to a transfer by an Existing Lender to a New Lender.

22.2 Conditions of assignment or transfer

22.2.1 The consent of the Company is required for an assignment or transfer by an Existing Lender, provided that:

(a) in the case of an assignment or transfer as part of the primary syndication in accordance with the syndication strategy, and to a bank or financial institution included in the list of potential Lenders agreed between the Initial Mandated Lead Arrangers and the Company, in each case, as referred to in the Mandate Letter, no consent is required;

(b) in the case of an assignment, no consent is required if the assignment is to another Lender or an Affiliate of a Lender;

(c) if at any time an Event of Default pursuant to Clause 21.1 (Non-payment) has occurred and is continuing and the due date for the relevant non-payment is more than ten (10) Business Days prior to such time, no consent is required if the assignment or transfer is to an Acceptable Transferee; and

(d) the Company hereby consents to a transfer in accordance with paragraphs (a) to (c) above.

For the avoidance of doubt and for the purpose of this Clause 22.2.1, an Affiliate of a Lender includes in respect of Natixis, any member of the Group Caisse d’Epargne or Group Banques Populaires or Banque Palatine and, in respect of Crédit Agricole Corporate and Investment Bank, any member of Crédit Agricole’s group (including, for the avoidance of doubt, any Caisse Regionale de Crédit Agricole).

22.2.2 The Company will be deemed to have given its consent ten (10) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Company within that time.

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22.2.3 An assignment will only be effective as among the Finance Parties on:

(a) the date falling no later than ten (10) Business Days from the receipt by the Facilities Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facilities 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; and

(b) performance by the Facilities Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Facilities Agent shall promptly notify to the Existing Lender and the New Lender.

22.2.4 A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for transfer or assignment) is complied with.

22.2.5 If:

(a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(b) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower 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) or Clause 14 (Increased Costs),

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.

22.2.6 Each New Lender, by executing the relevant Transfer Agreement, confirms, for the avoidance of doubt, that the Facilities Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

22.3 Assignment or transfer fee.

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facilities Agent (for its own account) a fee of two thousand five hundred Euro (€ 2,500).

22.4 Limitation of responsibility of Existing Lenders

22.4.1 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(a) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

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(b) the financial condition of any Obligor;

(c) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

(d) 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.

22.4.2 Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(a) 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

(b) 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.

22.4.3 Nothing in any Finance Document obliges an Existing Lender to:

(a) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 22; or

(b) 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.

22.5 Procedure for transfer or assignment

22.5.1 Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) a transfer of rights and obligations or an assignment of rights is effected in accordance with Sub-clause 22.5.3 below when the Facilities Agent executes an otherwise duly completed Transfer Agreement delivered to it by the Existing Lender and the New Lender. The Facilities Agent shall, subject to Sub-clause 22.5.2 below, 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.

22.5.2 The Facilities Agent shall only be obliged to execute a Transfer Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

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22.5.3 By virtue of the execution of a Transfer Agreement, subject to Clause 22.8 (Pro rata interest settlement) as from the Transfer Date:

(a) to the extent that in the Transfer Agreement the Existing Lender seeks to transfer its rights and its 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 Obligor and the other Finance Parties under the Finance Documents;

(b) the rights and obligations of the Existing Lender with respect to any Obligor shall be transferred to the New Lender, to the extent provided for in the Transfer Agreement;

(c) the Facilities Agent, the Initial Mandated Lead Arrangers, the New Lender and other Lenders shall have the same rights and assume the same obligations between themselves as they would have had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it to which it is entitled and subject as a result of the transfer and to that extent the Facilities Agent, the Initial Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(d) the New Lender shall become a Party as a “Lender”.

22.5.4 No right (whether current, future, actual or contingent) of any Lender is capable of being transferred or assigned without a corresponding proportion of such Lender’s rights (whether current, future, actual or contingent), if any, subsisting under the Guarantee being transferred or assigned.

22.6 Copy of Transfer Agreement or Increase Confirmation to Company

The Facilities Agent shall, as soon as reasonably practicable after it has executed a Transfer Agreement or Increase Confirmation, send to the Company a copy of that Transfer Agreement or Increase Confirmation.

22.7 Transfer by way of security to certain institutions

In addition to the other rights provided to Lenders under this Clause 22 (Changes to the Lenders), each Lender may, without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over whether by collateral or otherwise all or any of its rights under any Finance Document to secure obligations of that Lender (a “Securing Lender”) to a federal reserve or central bank or any similar or assimilated refinancing body (a “Refinancing Institution”), provided that:

22.7.1 notwithstanding anything to the contrary contained in this Agreement, no such charge, assignment or other creation of security interest shall:

(a) release such Securing Lender from any of its obligations under the Finance Documents or substitute such Refinancing Institution for the Securing Lender as a party to any of the Finance Documents (in particular, as Lender under this Agreement);

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(b) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to any relevant Lender under the Finance Documents; and

(c) result in a transfer to such Refinancing Institution of any right or claim (whether present, future, actual or contingent) other than the right to claim payment from that Obligor, when due and payable by the that Obligor to the relevant Securing Lender, of the principal amount plus any accrued interest thereon owing by that Obligor to such Securing Lender, subject to any restrictions applicable in the case of such charge, assignment or creation of security interest to such Refinancing Institution.

22.7.2 no Refinancing Institution shall be entitled pursuant to any transfer instrument to transfer any of its rights under any Finance Document to a third party without the consent of the Company.

For the avoidance of doubt, the application of these provisions of this Clause 22.7 (Transfer by way of security to certain institutions) are not subject to any minimum amount and shall not result in any cost or fee becoming payable by any Obligor.

22.8 Pro rata interest settlement

If the Facilities Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer or assignment pursuant to Clause 22.5 (Procedure for transfer or assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

22.8.1 any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six (6) Months, on the next of the dates which falls at six (6) Monthly intervals after the first day of that Interest Period); and

22.8.2 the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

(a) when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(b) the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 22.8, have been payable to it on that date, but after deduction of the Accrued Amounts.

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22.9 Register

As of the date (if any) on which a U.S. Borrower has acceded to this Agreement in accordance with Clause 23.2 (Additional Borrower), the Obligors hereby designate the Facilities Agent, and the Facilities Agent agrees to serve as the Obligor’s agent, solely for the purposes of this Clause 22.9, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation, shall not affect the Obligors’ obligations in respect of such Loans. With respect to any Lender, the transfer or assignment of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until (a) the requirements of Sub-clause 22.2.3 of 22.2 (Conditions of assignment or transfer) or Clause 22.5 (Procedure for transfer or assignment), as applicable, are fulfilled and (b) such transfer is recorded on the Register maintained by the Facilities Agent with respect to ownership of such Commitments and Loans, and prior to such recordation all amounts owing to the transferor respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any commitments and Loans shall be recorded by the Facilities Agent on the Register only upon the acceptance by the Facilities Agent of a properly executed and delivered Transfer Agreement pursuant to Clause 27.5 (Procedure for transfer or assignment).

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SECTION 23

CHANGES TO THE OBLIGORS

23. CHANGES TO THE OBLIGORS

23.1 Assignment and transfers by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

23.2 Additional Borrower

23.2.1 Subject to compliance with the provisions of Sub-clauses 19.7.3 and 19.7.4 of Clause 19.7 (“Know your customer” checks), the Company may request that the Additional Borrower becomes a Borrower under Facility B only. The Additional Borrower shall become a Borrower under Facility B if:

(a) the Company and the Additional Borrower deliver to the Agent a duly completed and executed Accession Letter;

(b) no Default is continuing or would occur as a result of the Additional Borrower becoming the Additional Borrower (and the Company confirms this is the case); and

(c) the Facilities Agent has received all of the documents and other evidence listed in Part 3 of Schedule 2 (Conditions precedent), each in form and substance satisfactory to the Facilities Agent.

23.2.2 The Facilities 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 3 of Schedule 2 (Conditions precedent).

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SECTION 24

ROLE OF THE FACILITIES AGENT AND THE INITIAL MANDATED LEAD ARRANGERS

24. ROLE OF THE FACILITIES AGENT AND THE INITIAL MANDATED LEAD ARRANGERS

24.1 Appointment of the Facilities Agent

24.1.1 Each of the Initial Mandated Lead Arrangers and the Finance Parties appoints the Facilities Agent to act as its agent under and in connection with the Finance Documents.

24.1.2 Each of the Initial Mandated Lead Arrangers and the Finance Parties authorises the Facilities Agent to exercise the rights, powers, authorities and discretions specifically given to the Facilities Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

24.1.3 The Facilities Agent shall, unless the Company agrees otherwise, act out of an office in Paris.

24.2 Duties of the Facilities Agent

24.2.1 Subject to Sub-clause 24.2.2 below, the Facilities Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facilities Agent for that Party by any other Party.

24.2.2 Without prejudice to Clause 22.6 (Copy of Transfer Agreement or Increase Confirmation to Company), Sub-clause 24.2.1 above shall not apply to any Transfer Agreement or Increase Confirmation.

24.2.3 Except where a Finance Document specifically provides otherwise, the Facilities Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

24.2.4 If the Facilities 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.

24.2.5 If the Facilities Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facilities Agent or the Initial Mandated Lead Arrangers) under this Agreement it shall promptly notify the other Finance Parties.

24.2.6 The Facilities Agent shall not be obliged to provide the Register (as defined in Clause 22.9 (Register) or any information on the Register to any other Party except, upon request of an Obligor, to that Obligor to the extent necessary for US Tax purposes.

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24.2.7 The Facilities Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

24.3 Role of the Initial Mandated Lead Arrangers

Except as specifically provided in the Finance Documents, the Initial Mandated Lead Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document.

24.4 No Fiduciary Duties

24.4.1 Nothing in this Agreement constitutes the Facilities Agent or a Initial Mandated Lead Arranger as a trustee or fiduciary of any other person.

24.4.2 Neither the Facilities Agent nor any Initial Mandated Lead Arranger 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.

24.5 Business with the Group

The Facilities Agent and the Initial 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.

24.6 Rights and discretions of the Facilities Agent

24.6.1 The Facilities Agent may rely on:

(a) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(b) 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 (and, for the avoidance of doubt, this includes, without limitation, reliance on an officer’s certificate of BidCo or the Company referred to in Schedule 2 (Conditions Precedent) for the purpose of determining whether any document is in form and substance satisfactory for the purposes of Clause 4.1 (Initial and subsequent documentary conditions precedent)).

24.6.2 The Facilities Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(a) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 21.1 (Non-payment));

(b) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

(c) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.

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24.6.3 The Facilities Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

24.6.4 The Facilities Agent may act in relation to the Finance Documents through its personnel and agents.

24.6.5 The Facilities Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

24.6.6 Without prejudice to the generality of Sub-clause 24.6.5 above, the Facilities Agent may disclose the identity of a Defaulting Lender (if such Lender has notified the Facilities Agent accordingly or if there is public information available on the relevant Lender’s website or the website of any regulator) to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.

24.6.7 Notwithstanding any other provision of any Finance Document to the contrary, neither the Facilities Agent nor the Initial Mandated Lead Arrangers are obliged to do or omit to do anything if it would or might in their reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

24.7 Majority Lenders’ instructions

24.7.1 Unless a contrary indication appears in a Finance Document, the Facilities 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.

24.7.2 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

24.7.3 The Facilities 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.

24.7.4 In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facilities Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

24.7.5 The Facilities 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).

24.8 Responsibility for documentation

Neither the Facilities Agent nor any Initial Mandated Lead Arranger:

24.8.1 is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Facilities Agent, the Initial Mandated Lead Arrangers, an Obligor or any other person given in or in connection with any Finance Document;

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24.8.2 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; or

24.8.3 is responsible for any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

24.9 Exclusion of liability

24.9.1 Without limiting Sub-clause 24.9.2 below (and without prejudice to the provisions of Sub-clause 27.11.5 of Clause 27.11 (Disruption to Payment Systems etc.)), the Facilities Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

24.9.2 No Party (other than the Facilities Agent) may take any proceedings against any officer, employee or agent of the Facilities Agent in respect of any claim it might have against the Facilities 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 Facilities Agent may rely on this Clause.

24.9.3 The Facilities Agent will 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 Facilities Agent if the Facilities 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 Facilities Agent for that purpose.

24.9.4 Nothing in this Agreement shall oblige the Facilities Agent or a Initial Mandated Lead Arranger to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Facility Agent and each Initial Mandated Lead Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facilities Agent or Initial Mandated Lead Arranger.

24.10 Lenders’ indemnity to the Facilities 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 to their reduction to zero) indemnify the Facilities Agent, within three (3) Business

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Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facilities Agent (otherwise than by reason of the Facilities Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 27.11 (Disruption to Payment Systems etc.)), notwithstanding the Facilities Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facilities Agent) in acting as the Facilities Agent under the Finance Documents (unless the Facilities Agent has been reimbursed by an Obligor pursuant to a Finance Document).

24.11 Resignation of the Facilities Agent

24.11.1 The Facilities Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Company provided that such successor shall act out of an office in Paris.

24.11.2 Alternatively the Facilities Agent may resign by giving notice to the other Finance Parties and the Company, in which case the Majority Lenders with the consent of the Company may appoint a successor Facilities Agent which will act out of an office in Paris and which shall not be incorporated, domiciled, established or acting through an office situated in a Non-Cooperative Jurisdiction.

24.11.3 The Company may, on no less than thirty (30) days’ prior notice to the Facilities Agent, replace the Facilities Agent by requiring the Lenders to appoint a replacement Facilities Agent if any amount payable under a Finance Document by an Obligor established in France becomes not deductible from that Obligor’s taxable income for French tax purposes by reason of that amount (i) being paid or accrued to a Facilities Agent incorporated, domiciled, established or acting through an office situated in a Non-Cooperative Jurisdiction or (ii) paid to an account opened in the name of that Facilities Agent in a financial institution situated in a Non-Cooperative Jurisdiction. In this case, the Facilities Agent shall resign and a replacement Facilities Agent shall be appointed by the Majority Lenders with the consent of the Company within thirty (30) days after notice of replacement was given.

24.11.4 If the Majority Lenders have not appointed a successor Facilities Agent in accordance with Sub-clause 24.11.2 above within thirty (30) days after notice of resignation was given, the resigning Facilities Agent with the consent of the Company may appoint a successor Facilities Agent which will act out of an office in Paris.

24.11.5 The retiring Facilities Agent shall, at its own cost, make available to the successor Facilities Agent such documents and records and provide such assistance as the successor Facilities Agent may reasonably request for the purposes of performing its functions as Facilities Agent under the Finance Documents.

24.11.6 Such Facilities Agent’s resignation notice shall only take effect upon the appointment of a successor.

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24.11.7 Upon the appointment of a successor, the retiring Facilities Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 24. 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.

24.11.8 After consultation with the Company, the Majority Lenders may, by notice to the Facilities Agent, require it to resign in accordance with Sub-clause 24.11.2 above. In this event, the Facilities Agent shall resign in accordance with Sub-clause 24.11.2 above.

24.12 Replacement of the Facilities Agent

24.12.1 After consultation with the Company, the Majority Lenders may, by giving thirty (30) days’ notice to the Facilities Agent (or, at any time the Facilities Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Facilities Agent by appointing a successor Facilities Agent (acting through an office in Paris and not in a Non-Cooperative Jurisdiction).

24.12.2 The retiring Facilities Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Facilities Agent may reasonably request for the purposes of performing its functions as Facilities Agent under the Finance Documents.

24.12.3 The appointment of the successor Facilities Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Facilities Agent. As from this date, the retiring Facilities Agent shall be discharged from any further future obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 24 (and any agency fees for the account of the retiring Facilities Agent shall cease to accrue from (and shall be payable on) that date).

24.12.4 Any successor Facilities Agent 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 as from the effective date of the appointment of such successor Facilities Agent only.

24.12.5 For the avoidance of doubt, other than by exercising rights and remedies pursuant to this Agreement or at law, the Facilities Agent undertakes not to engage in any of the actions contemplated in paragraph (b) of the definition of Impaired Agent unless such actions are permitted by French law.

24.13 Confidentiality

24.13.1 In acting as agent for the Finance Parties, the Facilities 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.

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24.13.2 If information is received by another division or department of the Facilities Agent, it may be treated as confidential to that division or department and the Facilities Agent shall not be deemed to have notice of it.

24.14 Relationship with the Lenders

24.14.1 Subject to Clause 22.8 (Pro rata interest settlement), the Facilities Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Facilities Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(a) entitled to or liable for any payment due under any Finance Document on that day; and

(b) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

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.

24.14.2 Each Lender shall supply the Facilities Agent with any information required by the Facilities Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formulae).

24.14.3 Any Lender may by notice to the Facilities Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 29.5 (Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes of Clause 29.2 (Addresses) and paragraph 29.5.1(c) of Clause 29.5 (Electronic communication) and the Facilities Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lenders.

24.15 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 Facilities Agent and each Initial Mandated Lead Arranger 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:

24.15.1 the financial condition, status and nature of each member of the Group;

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24.15.2 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;

24.15.3 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

24.15.4 the adequacy, accuracy and/or completeness of the Information Memorandum and any other information provided by the Facilities 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.

24.16 Deduction from amounts payable by the Facilities Agent

If any Party owes an amount to the Facilities Agent under the Finance Documents the Facilities Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facilities 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.

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SECTION 25

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

25. CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

25.1 interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

25.2 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

25.3 oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

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SECTION 26

SHARING AMONG THE FINANCE PARTIES

26. SHARING AMONG THE FINANCE PARTIES

26.1 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 27 (Payment Mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then:

26.1.1 the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facilities Agent;

26.1.2 the Facilities 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 Facilities Agent and distributed in accordance with Clause 27 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facilities Agent in relation to the receipt, recovery or distribution; and

26.1.3 the Recovering Finance Party shall, within three (3) Business Days of demand by the Facilities Agent, pay to the Facilities Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facilities Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 27.6 (Partial payments).

26.2 Redistribution of payments

The Facilities 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) (the “Sharing Finance Parties”) in accordance with Clause 27.6 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.

26.3 Recovering Finance Party’s rights

On a distribution by the Facilities Agent under Clause 26.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

26.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid to the relevant Obligor by that Recovering Finance Party through the Facilities Agent or otherwise, then:

26.4.1 each Sharing Finance Party shall, upon request of the Facilities Agent, pay to the Facilities Agent for the 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) (the “Redistributed Amount”); and

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26.4.2 as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor provided that Obligor or a person on behalf of that Obligor (or a liquidator, administrator, administrative receiver, compulsory manager, mandataire ad hoc or other similar officer of that Obligor) shall have actually received such Redistributed Amount.

26.5 Exceptions

26.5.1 This Clause 26 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.

26.5.2 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:

(a) it notified that other Finance Party of the legal or arbitration proceedings; and

(b) 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.

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SECTION 27

PAYMENT MECHANICS

27. PAYMENT MECHANICS

27.1 Payments to the Facilities Agent

27.1.1 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 Facilities 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 Facilities Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

27.1.2 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), other than a Non-Cooperative Jurisdiction, with such bank as the Facilities Agent specifies.

27.1.3 If the Facilities Agent receives any payment from the Additional Borrower under Facility B, the Facilities Agent shall promptly notify the Facility B Guarantor and the Lenders under Facility B, in writing, of the amount of such payment so received.

27.2 Distributions by the Facilities Agent

Each payment received by the Facilities Agent under the Finance Documents for another Party shall, subject to Clause 27.3 (Distributions to a Borrower) and Clause 27.4 (Clawback) be made available by the Facilities 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 Facilities Agent by not less than five (5) 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), other than a Non-Cooperative Jurisdiction.

27.3 Distributions to a Borrower

The Facilities Agent may (with the consent of a Borrower or in accordance with Clause 28 (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.

27.4 Clawback

27.4.1 Where a sum is to be paid to the Facilities Agent under the Finance Documents for another Party, the Facilities 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.

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27.4.2 If the Facilities Agent pays an amount to another Party and it proves to be the case that the Facilities 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 Facilities Agent shall on demand refund the same to the Facilities Agent together with interest on that amount from the date of payment to the date of receipt by the Facilities Agent, calculated by the Facilities Agent to reflect its cost of funds.

27.5 Impaired Agent

27.5.1 If, at any time, the Facilities Agent becomes an Impaired Agent, a Borrower or a Lender which is required to make a payment under the Finance Documents to the Facilities Agent in accordance with Clause 27.1 (Payments to the Facilities Agent) or Clause 26 (Sharing among the Finance Parties) shall instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Borrower or the Lender making the payment and designated as a trust account (opened in a jurisdiction which recognises a trust) for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents.

27.5.2 All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

27.5.3 Subject to Sub-clause 27.5.5 of this Clause 27.5, a Party which has made a payment in accordance with this Clause 27.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not bear any credit risk with respect to the amounts standing to the credit of the trust account.

27.5.4 Any payment made by a Borrower to the Facilities Agent

(a) whilst not actually being aware of the fact that, at the time of such payment, the Facilities Agent is an Impaired Agent shall fully discharge the payment obligations of that Borrower up to the amount of such payment; and

(b) whilst actually being aware of the fact that, at the time of such payment, the Facilities Agent is an Impaired Agent, shall not discharge the payment obligations of that Borrower with respect to the amount of such payment unless and until any such amounts are actually received by the Finance Party (other than the Impaired Agent) to whom such amounts are payable (and any such discharge shall occur only to the extent of the amounts actually received by such Finance Party).

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27.5.5 Any payment made by a Borrower to an Acceptable Bank pursuant to Clause 27.5.1

(a) whilst not actually being aware of the fact that, at the time of such payment, an Insolvency Event has occurred and is continuing in relation to such Acceptable Bank, shall fully discharge the payment obligation of that Borrower up to the amount of such payment; and

(b) whilst actually being aware of the fact that, at the time of such payment, an Insolvency Event has occurred and is continuing in relation to such Acceptable Bank, shall not discharge the payment obligation of that Borrower with respect to the amount of such payment unless and until any such amounts are actually received by the Finance Party (other than, if applicable, such Acceptable Bank in its role as Acceptable Bank and not in its role as a Finance Party) to whom such amounts are payable (and any such discharge shall occur only to the extent of the amounts actually received by such Finance Party).

27.5.6 Promptly upon the appointment of a successor Facilities Agent in accordance with Clause 24.12 (Replacement of the Facilities Agent), each Party which has made a payment to a trust account in accordance with this Clause 27.5 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Facilities Agent for distribution in accordance with Clause 27.2 (Distributions by the Facilities Agent).

27.6 Partial payments

27.6.1 If the Facilities Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Facilities Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(a) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facilities Agent under the Finance Documents;

(b) secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under this Agreement;

(c) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(d) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

27.6.2 The Facilities Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs 27.6.1(b) to (d) above.

27.6.3 Sub-clauses 27.6.1 and 27.6.2 above will override any appropriation made by an Obligor.

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27.7 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.

27.8 Business Days

27.8.1 Any 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).

27.8.2 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.

27.9 Currency of account

27.9.1 Subject to Sub-clauses 27.9.2 to 27.9.5 below, dollars are the currency of account and payment for any sum due from any Borrower under any Finance Document.

27.9.2 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.

27.9.3 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.

27.9.4 Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

27.9.5 Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

27.10 Change of currency

27.10.1 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:

(a) 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 Facilities Agent (acting reasonably and after consultation with the Company); and

(b) 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 Facilities Agent (acting reasonably and after consultation with the Company).

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27.10.2 If a change in any currency of a country occurs, this Agreement will, to the extent the Facilities 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.

27.11 Disruption to Payment Systems etc.

If either the Facilities Agent determines (in its discretion) that a Disruption Event has occurred or the Facilities Agent is notified by the Company that a Disruption Event has occurred:

27.11.1 the Facilities Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facilities as the Facilities Agent may deem necessary in the circumstances;

27.11.2 the Facilities Agent shall not be obliged to consult with the Company in relation to any changes mentioned in Sub-clause 27.11.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

27.11.3 the Facilities Agent may consult with the Finance Parties in relation to any changes mentioned in Sub-clause 27.11.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

27.11.4 any such changes agreed upon by the Facilities Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 34 (Amendments and Waivers);

27.11.5 the Facilities Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence or any other category of liability whatsoever but not including any claim based on the willful misconduct or fraud of the Facilities Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 27.11; and

27.11.6 the Facilities Agent shall notify the Finance Parties of all changes agreed pursuant to Sub-clause 27.11.4 above.

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SECTION 28

SET-OFF

28. SET-OFF

While an Event of Default is continuing, 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. That Finance Party shall promptly notify that Borrower and the Facilities Agent of such conversion and set-off.

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SECTION 29

NOTICES

29. NOTICES

29.1 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 or letter.

29.2 Addresses

29.2.1 The address and fax 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 in Clause 29.2.2 below;

(b) in the case of the Facilities Agent, that identified with its name in Clause 29.2.2,

or any substitute address or fax number or department or officer as the Party may notify to the Facilities Agent (or the Facilities Agent may notify to the other Parties, if a change is made by the Facilities Agent) by not less than five (5) Business Days’ notice.

29.2.2

(a) the Facilities Agent:

Address: Société Générale

Tour Société Générale

17, Cours Valmy

92972 Paris La Défense Cedex

Attention: Florence Crequy / Jean-François Michard

Tel: + 33.01.58.98.50.76 / + 33.01.42.13.68.37/

Fax: + 33.01.46.92.46.19

E-mail: florence.crequy@sgcib.com /

jean-francois.michard@sgcib.com

(b) the Company:

Address: 174, avenue de France

75013 Paris

France

Attention: Executive Vice President

Chief Financial Officer

Tel: +33.1.53.77.46.06

Fax: +33.1.53.77.42.60

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29.3 Delivery

29.3.1 Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(a) if by way of fax, when received in legible form; or

(b) 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

(c) if in electronic format, in accordance with Clause 29.5 (Electronic communication),

and, if a particular department or officer is specified as part of its address details provided under Clause 29.2 (Addresses), if addressed to that department or officer.

29.3.2 Any communication or document to be made or delivered to the Facilities Agent will be effective only when actually received by the Facilities Agent and then only if it is expressly marked for the attention of the department or officer identified with the Facilities Agent’s signature below (or any substitute department or officer as the Facilities Agent shall specify for this purpose).

29.3.3 All notices from or to the Company shall be sent through the Facilities Agent.

29.3.4 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.

29.4 Notification of address and fax number

Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to Clause 29.2 (Addressess) or changing its own address or fax number, the Facilities Agent shall notify the other Parties.

29.5 Electronic communication

29.5.1 Any communication to be made between the Facilities Agent, a Lender or (in respect of information to be provided pursuant to Clause 19 (Information Undertakings) and where it is specified that such information is to be provided in electronic format) an Obligor under or in connection with the Finance Documents may be made by electronic mail or other electronic format, if the Facilities Agent and the relevant Lender or, as the case may be, the relevant Obligor:

(a) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

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(b) 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

(c) notify each other of any change to their address or any other such information supplied by them.

29.5.2 Any electronic communication made between the Facilities Agent and a Lender or an Obligor will be effective only when actually received in readable form and in such format as the Facilities Agent may specify from time to time and in the case of any electronic communication made by a Lender or an Obligor to the Facilities Agent only if it is addressed in such a manner as the Facilities Agent shall specify for this purpose.

29.6 Communication when the Facilities Agent is Impaired Agent

If the Facilities Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Facilities Agent, communicate with each other directly and (while the Facilities Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Facilities Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement to the Facilities Agent has been appointed.

29.7 English language

29.7.1 Any notice given under or in connection with any Finance Document must be in English.

29.7.2 All other documents provided under or in connection with any Finance Document must be:

(a) in English; or

(b) if not in English, and if so required by the Facilities Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

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SECTION 30

CONFIDENTIALITY

30. CONFIDENTIALITY

30.1 Confidential information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 30.2 (Disclosure of Confidential Information), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

30.2 Disclosure of Confidential Information

Any Finance Party may, subject (where applicable) to the provisions of article L.511-33 of the French Code monétaire et financier, disclose:

30.2.1 to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this Sub-clause 30.2.1 is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

30.2.2 to any person (an “Entity”):

(a) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Representatives and professional advisers;

(b) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Representatives and professional advisers;

(c) appointed by any Finance Party or by a person to whom paragraph 30.2.2(a) or 30.2.2(b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under Sub-clause 24.14.3 of Clause 24.14 (Relationship with the Lenders));

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(d) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph 30.2.2(a) or 30.2.2(b) above;

(e) to whom;

(i) information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking or other regulatory authority or similar body (other than a taxation authority), the rules of any relevant stock exchange or pursuant to any applicable law or regulation; or

(ii) there is an obligation to disclose information pursuant to any applicable law or regulation in relation to taxation;

(f) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 22.7 (Transfer by way of security to certain institutions);

(g) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(h) who is a Party; or

(i) with the consent of the Company;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(i) in relation to paragraphs 30.2.2(a), 30.2.2(b) and 30.2.2(c) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information and provided that, in relation to paragraph 30.2.2(a) the Company is notified of the identity of any Entity to whom any Confidential Information is given;

(ii) in relation to paragraph 30.2.2(d) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(iii) in relation to paragraphs 30.2.2(e), 30.2.2(f) and 30.2.2(g) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or

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all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(j) to any person appointed by that Finance Party or by a person to whom paragraph 30.2.2(a), 30.2.2(b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (j) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Company and the relevant Finance Party;

(k) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

30.3 Entire agreement

Subject to the provisions of article L.511-33 of the French Code monétaire et financier, this Clause 30 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

30.4 Inside information

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 including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

30.5 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Company:

30.5.1 of the circumstances of any disclosure of Confidential Information made pursuant to paragraph 30.2.2(e) of Clause 30.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

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30.5.2 upon becoming aware that Confidential Information has been disclosed in breach of this Clause 30.

30.6 Continuing obligations

The obligations in this Clause 30 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the earlier of:

30.6.1 the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

30.6.2 the date on which such Finance Party otherwise ceases to be a Finance Party; or

30.6.3 in the case of a Defaulting Lender, the date set forth in Sub-clause 30.6.1.

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SECTION 31

CALCULATION AND CERTIFICATES

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 shall set out the basis of calculation in reasonable detail and 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.

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SECTION 32

PARTIAL INVALIDITY

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.

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SECTION 33

REMEDIES AND WAIVERS

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 provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

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SECTION 34

AMENDMENT AND WAIVERS

34. AMENDMENTS AND WAIVERS

34.1 Required consents

34.1.1 Subject to Clause 34.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Company and any such amendment or waiver will be binding on all Parties.

34.1.2 The Facilities Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause.

34.2 Exceptions

34.2.1 An amendment or waiver that has the effect of changing or which relates to:

(a) the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(b) an extension to the date of payment of any amount under the Finance Documents;

(c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(d) an increase in or an extension of any Commitment;

(e) a change to the Obligors (except for (i) the accession of the Additional Borrower in accordance with Clause 23.2 (Additional Borrower) or (ii) as a result of a Permitted Merger);

(f) any provision which expressly requires the consent of all the Lenders;

(g) the nature and scope of the Guarantee; or

(h) Clause 2.3 (Finance Parties’ rights and obligations), Clause 22 (Changes to the Lenders) or this Clause 34.

shall not be made without the prior consent of all the Lenders.

34.2.2 Any release of the Guarantee shall not be made without the prior consent of all the Lenders under Facility B provided that the Facilities Agent is hereby authorized by all the Lenders under Facility B (without need for any further consent of the Lenders under Facility B) to release the Guarantee once it is satisfied that all sums due by the Additional Borrower have been irrevocably paid and that all Available Commitments in relation to Facility B have been entirely cancelled.

34.2.3 An amendment or waiver which relates to the rights or obligations of the Facilities Agent or the Initial Mandated Lead Arrangers may not be effected without the consent of the Facilities Agent or the Initial Mandated Lead Arrangers.

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34.3 Disenfranchisement of Defaulting Lenders

34.3.1 For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments.

34.3.2 For the purposes of this Clause 34.3, the Facilities Agent may assume that the following Lenders are Defaulting Lenders:

(a) any Lender which has notified the Facilities Agent that it has become a Defaulting Lender;

(b) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facilities Agent) or the Facilities Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

34.4 Replacement of a Defaulting Lender

34.4.1 The Company (on behalf of the Obligors) may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five (5) Business Days’ prior written notice to the Facilities Agent and such Lender:

(a) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement; and/or

(b) require such Lender to (and such Lender shall) transfer pursuant to Clause 22 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender,

to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Company, and which (unless the Facilities Agent is an Impaired Agent) is acceptable to the Facilities Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including without limitation the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents.

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34.4.2 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause shall be subject to the following conditions:

(a) no Obligor shall have a right to replace the Facilities Agent;

(b) neither the Facilities Agent nor the Defaulting Lender shall have any obligation to any Obligor to find a Replacement Lender;

(c) the transfer must take place no later than five (5) Business Days after the notice referred to in paragraph (a) above; and

(d) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

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SECTION 35

GOVERNING LAW

35. GOVERNING LAW

This Agreement is governed by French law.

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SECTION 36

ENFORCEMENT – JURIDICTION OF FRENCH COURTS

36. ENFORCEMENT - JURISDICTION OF FRENCH COURTS

36.1 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 relating to the existence, validity or termination of this Agreement) (a “Dispute”).

36.2 Clause 36.1 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.

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SECTION 37

ELECTION OF DOMICILE

37. ELECTION OF DOMICILE

37.1 Without prejudice to any other mode of service allowed under any relevant law, the Company irrevocably elects domicile at its corporate seat in Paris, France for the purpose of serving any judicial or extra-judicial documents in relation to any action or proceedings referred to above.

37.2 Without prejudice to any other mode of service allowed under any relevant law, each Borrower other than the Company irrevocably elects domicile at corporate seat of the Company in Paris, France 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.

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Schedule 1

The Original Lenders

Name of Original Lender	Facility A Commitment (USD)	Facility B Commitment (USD)
BNP Paribas	3,333,333,333.33	1,666,666,666.66
J.P. Morgan Europe Limited	3,333,333,333.33	1,666,666,666.66
Société Générale	3,333,333,333.34	1,666,666,666.68
Total	10,000,000,000.00	5,000,000,000.00

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Schedule 2

Conditions precedent

Part 1

Conditions precedent to Initial Utilisation

1. The Company

(a) K-bis extract for the Company, not more than one month old.

(b) A 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:

(i) approving the Acquisition and terms of, and the transactions contemplated by the Acquisition Documents and the Finance Documents to which it is party and resolving that it execute, deliver and perform the Acquisition Documents and any Finance Document to which it is a party; and

(ii) taken in accordance with article L.225-35 and, if applicable, L.225-38 of the French Code de Commerce approving the terms of the Guarantee (if any) to be granted by it, and authorising a specified person or persons on its behalf, to execute that Guarantee (in the event of accession of the Additional Borrower).

(e) Copies of the passports or identity cards of the Company signatories showing the signature of same.

(f) A certificate of an authorised signatory of the Company certifying that each copy document relating to it specified in Part 1 of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Signing Date.

2. BidCo

(a) Evidence that BidCo is a wholly owned Subsidiary of the Company.

(b) A copy of the certificate of incorporation and bylaws of BidCo.

(c) Good standing certificate of BidCo.

(d) Evidence that the person(s) who has(ve) signed the Acquisition Documents on behalf BidCo was duly authorised so to sign.

(e) A copy of a resolution of the board of directors of BidCo approving the terms of, and the transactions contemplated by, the Acquisition Documents and resolving that it execute, deliver and perform the Acquisition Documents to which it is a party.

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(f) Copies of the passports or identity cards of the BidCo signatories showing the signature of same.

(g) A certificate of an authorised signatory of the BidCo certifying that each copy document relating to it specified in Part 1 to this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Signing Date.

3. Legal opinions

(a) A legal opinion of Clifford Chance Europe LLP, legal advisors in France to the Initial Mandated Lead Arrangers and the Facilities Agent, substantially in the form distributed to the Initial Mandated Lead Arrangers prior to signing this Agreement.

(b) A legal opinion provided by the in-house counsel to the Company as to capacity, authorisation and due execution of the Transaction Documents to which it is party, substantially in the form distributed to the Initial Mandated Lead Arrangers prior to signing this Agreement.

(c) A legal opinion of Weil, Gotshal & Manges LLP, legal advisers to the Company in jurisdiction of incorporation of BidCo on the due incorporation, power and authority of BidCo to make any Offer and to perform its obligations thereunder and to execute, deliver and perform any Merger Agreement to which it is party, substantially in the form distributed to the Initial Mandated Lead Arrangers prior to signing this Agreement.

4. Other documents and evidence

(a) The Mandate Letter and the Fee Letters duly executed by the parties thereto.

(b) The Original Financial Statements.

(c) Evidence that the fees, costs and expenses due and payable on or before the first Utilisation Date by 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) In the case of an Acquisition involving a Merger (without consummation of a preceding Offer) (if any):

(i) the Merger Agreement (including any amendments thereto) that is (i) a valid merger agreement, in all material respects, for a merger between BidCo and the Target under applicable laws and (ii) (save to the extent that evidence satisfactory to the Facilities Agent, in the form described in paragraph 4(g) of Part 1 of this Schedule 2 (Conditions precedent) has been provided to the Facilities Agent) includes as a condition to the merger, a requirement for receipt of anti-trust or competition approvals under the United States federal law or, to the extent required for the

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Acquisition, European Union laws or regulations (in any case, whether through expiration of the applicable waiting period or otherwise) together with a certificate of an officer of BidCo or the Company confirming that the conditions set out in (i) have been satisfied and the condition set out in (ii) has been satisfied (and it is agreed that any Merger Agreement that satisfies each of the conditions set out in (i) and (ii) shall be deemed to be in form an substance satisfactory to the Facilities Agent for the purposes of Clause 4.1 (Initial and subsequent documentary conditions precedent));

(ii) a copy of the resolution passed by the board of directors of BidCo approving the Merger and, to the extent that a vote is required by applicable law or the constitutional documents of the BidCo, a certificate signed by an authorised officer of BidCo confirming that such vote has been passed by the shareholders of BidCo approving a Merger;

(iii) a copy of the resolution passed by the board of directors of the Target approving the Merger and a certificate signed by an authorised officer of the Target confirming that such vote has been passed by the shareholders of the Target approving a Merger;

(iv) the final draft letter of transmittal (including any amendments thereto); and

(v) a draft of the certificate of merger for the Merger (pre-cleared by the relevant authority in the State of Massachusetts);

(e) In the case of an Acquisition involving an Offer (if any)

(i) the offer to purchase (including any supplements thereto) (provided that such document will be deemed in form and substance satisfactory to the Facilities Agent for the purposes of Clause 4.1 (Initial and subsequent documentary conditions precedent) if (i) it complies with the requirements of Sub-clauses 20.10.2, 20.10.3 and 20.10.7(a) of Clause 20.10 (Acquisition related covenants) and (ii) the description of the Finance Documents contained therein is satisfactory to the Facilities Agent (acting reasonably)) together with a certificate of an officer of BidCo or the Company confirming that the condition set out in (i) has been satisfied;

(ii) the letter of transmittal (including any amendments thereto) (provided that such document will be deemed in form and substance satisfactory to the Facilities Agent for the purposes of Clause 4.1 (Initial and subsequent documentary conditions precedent) if it is in compliance, in all material respects, with the requirements of Sub-clause 20.10.2 of Clause 20.10 (Acquisition related covenants) together with a certificate of an officer of BidCo or the Company confirming that this condition has been satisfied;

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(iii) the tombstone advertisement and the Schedule TO (including any amendments thereto) (provided that such document will be deemed in form and substance satisfactory to the Facilities Agent for the purposes of Clause 4.1 (Initial and subsequent documentary conditions precedent) if (i) it complies with the requirements of Sub-clauses 20.10.2, 20.10.3 and 20.10.7(a) of Clause 20.10 (Acquisition related covenants) and (ii) any description of the Finance Documents contained therein is satisfactory to the Facilities Agent (acting reasonably)) together with a certificate of an officer of BidCo or the Company confirming that the condition set out in (i) has been satisfied;

(iv) a certificate of the depository specifying the number of Target Shares tendered for transfer (and not withdrawn) and the consideration of which is to be funded; and

(v) a certificate of the Company certifying that, based on publicly available information and, if available to the Company, the Target’s register of shares, the number of Target Shares referred to in the certificate of the depository represent at least a majority of the Target Shares on a fully diluted basis and including details of such calculations (including details of the total number of issued Target Shares on a fully diluted basis) together with copies of the documents on which such calculation is based.

(f) For information purposes only, the other Acquisition Documents available at such time.

(g) Evidence, in the form of a confirmation from the Borrower’s U.S. counsel that the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase of Shares under the Offer shall have expired or been terminated and evidence, in the form of a certificate from the Company certifying that, all clearances required under European Union competition law or regulations have been obtained or that the waiting periods applicable under European Union competition law or regulations to the purchase of Target Shares under the Offer shall have expired or been terminated.

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Part 2

Conditions precedent to each Utilisation (other than the first Utilisation)

1. If the Utilisation relates to payment for or refinancing of Target Shares tendered in a subsequent offering period for an Offer, a certificate of the depository specifying the number of Target Shares tendered for transfer (and not withdrawn) in such subsequent offering period and the consideration of which is to be funded or refinanced.

2. If the Utilisation relates to payment for Target Shares in connection with a Merger:

(a) the Merger Agreement (including any amendments thereto) that is (i) a valid merger agreement, in all material respects, for a merger between BidCo and the Target under applicable laws and (ii) (save to the extent that evidence satisfactory to the Facilities Agent, in the form described in paragraph 4(g) of Part 1 of this Schedule 2 (Conditions precedent) has been provided to the Facilities Agent) includes as a condition to the merger, a requirement for receipt of anti-trust or competition approvals under the United States federal law or, to the extent required for the Acquisition, European Union laws or regulations (in any case, whether through expiration of the applicable waiting period or otherwise) together with a certificate of an officer of BidCo or the Company confirming that the conditions set out in (i) have been satisfied and the condition set out in (ii) has been satisfied (and it is agreed that any Merger Agreement that satisfies each of the conditions set in (i) and (ii) shall be deemed to be in form an substance satisfactory to the Facilities Agent for the purposes of Clause 4.1 (Initial and subsequent documentary conditions precedent));

(b) a copy of any resolution passed by the board of directors of BidCo approving the Merger and, to the extent that a vote is required by applicable law or the constitutional documents of the BidCo, a certificate signed by an authorised officer of BidCo confirming that such vote has been passed by the shareholders of BidCo approving a Merger;

(c) a copy of any resolution passed by the board of directors of the Target approving the Merger and, to the extent that a vote is required by applicable law or the constitutional documents of the Target, a certificate signed by an authorised officer of the Target confirming that such vote has been passed by the shareholders of the Target approving a Merger;

(d) the final draft letter of transmittal (including any amendments thereto); and

(e) a draft of the certificate of merger for the Merger (pre-cleared by the relevant authority in the State of Massachusetts).

3. Any amendments or supplements to Merger Documents or the Offer Documents not previously provided (provided that, in respect of any Merger Document, such document will be deemed in form and substance satisfactory to the Facilities Agent for the purposes of Clause 4.1 (Initial and subsequent documentary conditions precedent) if (i) it is an amendment or supplement to the Merger Agreement and the

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Merger Agreement as so amended or supplemented complies with the requirements set out in paragraph 2 (a) or (ii), it is an amendment or supplement to an Offer Document, if (a) the Offer Document as so amended or supplemented complies with the requirements of Sub-clauses 20.10.2, 20.10.3 and 20.10.7(a) of Clause 20.10 (Acquisition related covenants) and (b), to the extent that such amendment or supplement amends or supplements any description of the Finance Documents contained therein, such description of the Finance Documents contained therein is satisfactory to the Facilities Agent (acting reasonably)) and, in each case, together with a certificate of an officer of BidCo or the Company confirming that these requirements (other than those contemplated by (ii)(b) of this paragraph 3) have been satisfied.

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Part 3

Conditions precedent required to be delivered by the Additional Borrower

1. A duly executed original copy of the Guarantee.

2. An Accession Letter, duly executed by the Additional Borrower and the Company.

3. A K-bis extract for the Facility B Guarantor, not more than one month old.

4. A copy of the constitutional documents of the Additional Borrower.

5. Good standing certificate of the Additional Borrower (if any such certificate may be provided).

6. Evidence that the person(s) who has(ve) signed the Accession Letter on behalf the Additional Borrower and the Company was duly authorised so to sign.

7. A copy of a resolution of the board of directors, president or any equivalent corporate body having the power to pass such resolution of the Additional Borrower:

(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute, deliver and perform the Accession Letter and any other Finance Document to which it is a party;

(b) authorising a specified person or persons to execute the Accession Letter and other Finance Documents on its behalf;

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(d) authorising the Company to act as its agent in connection with the Finance Documents.

8. A specimen of the signature of each person referred to in paragraph 6 above and of each person authorised by the resolution referred to in paragraph 7 above.

9. A certificate of an authorised signatory of the Additional Borrower confirming that borrowing the Total Facility B Commitments, would not cause any borrowing, guaranteeing or similar limit binding on each of them to be exceeded.

10. A certificate of an authorised signatory of the Additional Borrower and the Facility B Guarantor certifying that each copy document listed in this Part 3 of Schedule 2 (Conditions precedent) and the resolution referred to in paragraph 1(d) of Part 1 of Schedule 2 (Conditions precedent) 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.

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11. A copy of any other Authorisation or other document, opinion or assurance which the Facilities Agent (acting reasonably) 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.

12. The Original Financial Statements of the Additional Borrower.

13. A legal opinion of Clifford Chance Europe LLP, legal advisers to the Initial Mandated Lead Arrangers and the Facilities Agent in France on the validity and enforceability of the Accession Letter and the Guarantee in a form reasonably satisfactory to the Initial Mandated Lead Arrangers and the Facilities Agent.

14. If the Additional Borrower is a U.S. Borrower, a legal opinion of legal advisers to the Additional Borrower in the jurisdiction of incorporation of the Additional Borrower on the due incorporation, power and authority of the Additional Borrower to sign the Finance Documents to which it is party and the enforceability of such Finance Documents in the jurisdiction of incorporation of the Additional Borrower.

15. If the Additional Borrower is a Borrower incorporated in France, a legal opinion provided by the in-house counsel to the Additional Borrower as to the existence, capacity and authorisations of the Additional Borrower to sign the Finance Documents to which it is party.

16. A legal opinion provided by the in-house counsel to the Facility B Guarantor as to the existence, capacity and authorisations of the Facility B Guarantor to sign the Guarantee.

17. A TEG Letter acknowledged by the Additional Borrower.

18. All such documents and information as may be required by a Lender or the Facilities Agent to comply with its “know your customer” or similar identification procedures in respect of the Additional Borrower.

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Part 4

Conditions required for the Merger

Part A

Conditions Precedent

1. A draft of the certificate of merger (pre-cleared by the relevant authority in the State of Massachusetts).

2. A copy of any Merger Agreement (including any amendments thereto) that (i) is a valid merger agreement in all material respects for a merger between BidCo and the Target under applicable laws and (ii) (save to the extent that evidence satisfactory to the Facilities Agent, in the form described in paragraph 4(g) of Part 1 of this Schedule 2 (Conditions precedent) has been provided to the Facilities Agent) includes as a condition to the merger, a requirement for receipt of anti-trust or competition approvals under the United States federal law or, to the extent required for the Acquisition, European Union laws or regulations (in any case, whether through expiration of the applicable waiting period or otherwise) together with a certificate of an officer of BidCo or the Company confirming that each of conditions set out in (i) and (ii) have been satisfied (and it is agreed that any Merger Agreement that satisfies each of the conditions set in (i) and (ii) shall be deemed to be in form an substance satisfactory to the Facilities Agent for the purposes of Clause 4.1 (Initial and subsequent documentary conditions precedent)).

3. A copy of the resolution passed by the board of directors of BidCo approving a Merger and, to the extent that a vote is required by applicable law or the constitutional documents of the BidCo, a certificate signed by an authorised officer of BidCo confirming that such vote has been passed by the shareholders of BidCo approving a Merger.

4. A copy of any resolution passed by the board of directors of the Target approving a Merger and, to the extent that a vote is required by applicable law or the constitutional documents of the Target, a certificate signed by an authorised officer of the Target confirming that such vote has been passed by the shareholders of the Target approving a Merger.

5. A legal opinion of Weil Gotshal & Manges LLP, legal advisers to the Company in jurisdiction of incorporation of the Surviving Entity, on the assumption by the Surviving Entity of BidCo’s obligations under the Finance Documents to which BidCo is a party as a matter of the laws of the jurisdiction of incorporation (including any federal laws) and the enforceability of such Finance Documents in the jurisdiction of incorporation of the Surviving Entity.

6. All such documents and information as may be required by a Lender or the Facilities Agent to comply with its “know your customer” or similar identification procedures in respect of the Surviving Entity.

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Part B

Conditions Subsequent

1. The certificate of merger.

2. A copy of the constitutional documents of the Surviving Entity.

3. Good standing certificate of the Surviving Entity (if any such certificate may be provided).

4. Copies of the passports or identity cards of the Surviving Entity signatories showing the signature of same.

5. A copy of a resolution of the board of directors of the Surviving Entity:

(a) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(b) authorising the Company to act as its agent in connection with the Finance Documents.

6. A confirmation by the Surviving Entity that it is bound by the terms of this Agreement.

7. A certificate of an authorised signatory of the Surviving Entity certifying that each copy document listed in this Part 3 of Schedule 2 (Conditions precedent) is correct, complete and in full force and effect as at a date no earlier than the date of the Merger.

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Part 5

Form of Guarantee

TO: Société Générale as Facilities Agent

Paris, [                     ] 2010

Stand-alone First Demand Guarantee

The undersigned, Sanofi-Aventis, a société anonyme with a share capital of Euro 2,621,491,268, registered office 174, avenue de France – 75013 Paris (the “Guarantor”) is duly represented for the purposes of this guarantee (the “Guarantee”) by Mr. [                    ], duly authorized by virtue of a decision of the Board of Directors dated [                    ] 2010.

Whereas, [Bidco, a wholly owned subsidiary of the Guarantor incorporated in the State of Massachussets / any other wholly owned subsidiary of the Guarantor incorporated in France or in the State of Massachussets or any other U.S. jurisdiction agreed by the Initial Mandated Lead Arrangers], is an additional borrower (together with any of its transferee, assignee or successor in its rights and obligations as borrower under Facility B (as defined below), the “Additional Borrower”) under a facilities agreement dated 2 October 2010 (as amended, varied, novated or supplemented from time to time), by and between the Guarantor, BNP Paribas, J.P. Morgan PLC and Société Générale Corporate & Investment Banking as initial mandated lead arrangers (together with any of their transferee, assignee or successor in such capacity, the “Initial Mandated Lead Arrangers”), Société Générale as facilities agent (together with any of its transferee, assignee or successor in such capacity, the “Facilities Agent”) and BNP Paribas, J.P. Morgan Europe Limited and Société Générale as original lenders (together with any of their transferee, assignee or successor in such capacity, the “Lenders”) (such facilities agreement, the “Facilities Agreement”). Pursuant to the Facilities Agreement, the Lenders have granted to the Additional Borrower a USD 5,000,000,000 term loan facility (the “Facility B”).

The Guarantor declares that it has full and complete knowledge of the terms and conditions of the Facilities Agreement.

1. The Guarantor, in accordance with article 2321 of the Civil Code, undertakes irrevocably by the present Guarantee to pay the Facilities Agent, for its own account and on behalf and for the account of the Lenders and the Initial Mandated Lead Arrangers (together with the Facilities Agent, the “Finance Parties”), unconditionally and with no right to raise any exception whatsoever, on first written demand by such Facilities Agent, any sum claimed by it, in writing, up to the Cap (as defined in Clause 12 below), subject to the provisions of this Guarantee.

2. Such payment shall be made by the Guarantor to the Facilities Agent within 5 days of receipt by the Guarantor of a request therefor sent by the Facilities Agent in its name and in the name and on behalf of any Finance Party in the form set out in Appendix A to this Guarantee (the “Request”) and notified in accordance with Clause 17 below.

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The Guarantor acknowledges and agrees that any Request shall be the conclusive evidence of the obligation to pay all sums claimed by the Facilities Agent up to the Cap.

3. Any sums due by the Guarantor under this Guarantee (the “Sums Due”) shall be paid in USD.

4. Unless the Facilities Agent has provided a written release notice (a “Release Notice”) to the Guarantor stating that the Guarantee is released in full prior to such date, the obligations of the Guarantor under the present Guarantee will remain in force until 2 July 2014, midnight Paris (France) time (the “Expiration Date”). Immediately upon the earlier of the date of the receipt by the Guarantor of any Release Notice and the Expiration Date, the present Guarantee will automatically cease to have effect as regards the obligations of the Guarantor under this Guarantee, whether or not the original is returned to the Guarantor, and the Guarantor will no longer be obliged to make any payment under the present Guarantee other than payment of any Sums Due claimed in a Request sent by the Facilities Agent acting on behalf of the Finance Parties and received by the Guarantor prior to the Expiration Date and which are still outstanding at said date (any such outstanding amounts, “Residual Sums Due”).

5. Any payment delay after the due date of any sum due by the Guarantor to the Finance Parties under the present Guarantee will automatically entitle the Finance Parties to charge late payment interest until the date of effective payment by the Guarantor, at the rate indicated by the Facilities Agent as equating to its financing cost, expressed on an annual basis, plus 1% per annum; no other default interest will be payable in relation to the Guarantor’s obligations under the Guarantee.

6. This Guarantee can be called by the Facilities Agent on behalf of any of the Finance Parties, once or several times, and the Facilities Agent may serve multiple Requests therefor, each payment made by the Guarantor thereby reducing the Cap.

7. The present Guarantee constitutes an autonomous obligation of the Guarantor which is, in accordance with article 2321 of the Civil Code, independent from the Facility B and the Facilities Agreement or any other relations that may exist between the Guarantor, the Finance Parties and the Additional Borrower, and from the situation of the Additional Borrower.

The Guarantor shall in no event be entitled, in order to refuse or delay payment pursuant to this Guarantee, to raise any defences to payment resulting from the relationship between the Additional Borrower and any of the Finance Parties or any third party or any reason related to the Facility B, the Facilities Agreement or any other agreement. In particular, the situation of the Additional Borrower (including, without limitation of the foregoing, the Additional Borrower’s ceasing to exist as a legal entity) or the Facilities Agreement or any other document related thereto being or becoming void, terminated or otherwise unenforceable shall be without incidence on the payment obligations of the Guarantor towards the Finance Parties hereunder.

8. The present Guarantee will remain in full force and effect in all circumstances, in particular in the event that the Additional Borrower becomes insolvent or is the subject

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of a voluntary creditors’ arrangement, any corporate recovery procedure, administration order, winding-up order or any other judicial or extra-judicial procedure aiming at the collective settlement of its liabilities, a corporate reorganization or similar processes. Notwithstanding the occurrence of such circumstances, the Guarantor will remain bound by its obligations under the present Guarantee and may not enforce against the Finance Parties any of the terms and conditions of the Facilities Agreement, any suspension of the accrual of interest or any deferred payment terms or other conditions that the Additional Borrower, or any official liquidator or administrator or any other person may be entitled to rely upon vis-à-vis the Finance Parties in connection with any such procedures or circumstances. The Guarantor moreover expressly waives its right to enforce any deferred payment terms, grace periods or waivers granted to the Additional Borrower by any judge having jurisdiction.

9. It is moreover understood that the obligation entered into by the Guarantor under this Guarantee as described above cannot be affected or amended in any way and will remain fully and entirely valid notwithstanding (i) present or future implementation of any legislative measure or any regulations of any kind issued by the public authorities of the jurisdiction of incorporation of the Additional Borrower having the effect or consequence of affecting in any way the obligations of the Additional Borrower under the Facility Agreement, in particular affecting the amount, the maturity or the applicable interest rate of the Facility B, or the currency in which such Facility B is denominated or meant to be repaid, (ii) any nationalization, expropriation, confiscation or other legislative, governmental or administrative measure of any kind affecting some or all of the assets of the Additional Borrower and/or the direct or indirect interest of the Guarantor in the capital or net worth of the Additional Borrower, (iii) any war, revolution or uprising in the jurisdiction of incorporation of the Additional Borrower, or (iv) any change in the terms and conditions of the Additional Borrower’s obligations to the Finance Parties or any delay by the Facilities Agent in demanding payment from the Additional Borrower or the Guarantor.

10. This Guarantee will remain in full force and effect even if the Guarantor ceases to hold a majority of the capital and/or voting rights subsisting under equity instruments or participating securities issued by the Additional Borrower; the same will apply if the Additional Borrower is or becomes a different structure of which the Guarantor ceases to be a stockholder or partner.

In addition to its unconditional and irrevocable obligation as defined above, the Guarantor agrees to reimburse the Finance Parties on demand from the Facilities Agent accompanied by appropriate supporting documentation, all expenses including reasonable advisory and legal fees incurred in connection with the enforcement of the Guarantor’s obligations under this Guarantee (the “Guarantor’s Obligation to Pay Related Costs”).

11. All sums paid by the Guarantor under this Guarantee will be paid net and free of all current or future duties, levies and taxes of any kind withheld or deducted on behalf of any French or foreign tax authorities and with no set-off or counterclaim by the Guarantor against any sums owed by the Finance Parties to the Guarantor for any reason. If the Guarantor is required to withhold or deduct from the sums it owes to the Finance Parties under this Guarantee any amount in respect of any duty, levy, tax or

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deduction of any kind, it agrees to gross-up said sums so that such Finance Parties will receive the sums that it would have received in the absence of such duty, levy, tax or deduction (the “Guarantor’s Gross-Up Obligation”).

12. All obligations of the Guarantor under this Guarantee are capped at an amount equal to the arithmetical sum of (i) USD 5,250,000,000 (the “Principal Amount”) and (ii) the Additional Amount (such arithmetical sum, the “Cap”), the Cap being reducible in accordance with the provisions of this Guarantee; “Additional Amount” means an amount equal to USD 275,625,000, such amount representing (i) the Guarantor’s Obligation to Pay Related Costs, (ii) the Guarantor’s Gross-Up Obligation and (iii) any default interest under this Guarantee. The Cap shall be automatically reduced by the aggregate amount of (i) any payment made by the Guarantor to the Finance Parties in accordance with the terms of this Guarantee and (ii) any amount notified in writing by the Facilities Agent to the Guarantor as being an amount in principal or the portion of any interest corresponding to the applicable margin received by the Facilities Agent from the Additional Borrower under Facility B. Any reduction of the Cap shall reduce the Guarantor’s undertaking under this Guarantee. The Guarantor’s obligation under the present Guarantee relates to any sums claimed by the Finance Parties on one or more occasions, up to the amount of the Cap, as the same may have been reduced and is remaining as of the date of the demand for payment.

13. If, at any time, the Facilities Agent becomes an Impaired Agent, the Guarantor shall instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Guarantor and designated as a trust account (opened in a jurisdiction which recognises a trust) for the benefit of the Lenders and the Initial Mandated Lead Arrangers beneficially entitled to that payment. In each case such payments must be made on the due date for payment under this Guarantee. All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

To the extent that the Guarantor has made a payment in accordance with this Clause 13, it shall be discharged of the relevant payment obligation under this Guarantee and shall not bear any credit risk with respect to the amounts standing to the credit of the trust account.

Any payment made by the Guarantor to the Facilities Agent:

(a) whilst not actually being aware of the fact that, at the time of such payment, the Facilities Agent is an Impaired Agent shall fully discharge the payment obligations of the Guarantor up to the amount of such payment; and

(b) whilst actually being aware of the fact that, at the time of such payment, the Facilities Agent is an Impaired Agent, shall not discharge the payment obligations of the Guarantor with respect to the amount of such payment unless and until any such amounts are actually received by the Lender or Initial Mandated Lead Arranger (other than the Impaired Agent) to whom such amounts are payable (and any such discharge shall occur only to the extent of the amounts actually received by such Lender or Initial Mandated Lead Arranger).

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Any payment made by the Guarantor to an Acceptable Bank pursuant to this Clause:

(a) whilst not actually being aware of the fact that, at the time of such payment, an Insolvency Event has occurred and is continuing in relation to such Acceptable Bank, shall fully discharge the payment obligation of the Guarantor up to the amount of such payment; and

(b) whilst actually being aware of the fact that, at the time of such payment, an Insolvency Event has occurred and is continuing in relation to such Acceptable Bank, shall not discharge the payment obligation of the Guarantor with respect to the amount of such payment unless and until any such amounts are actually received by the Lender or Initial Mandated Lead Arranger (other than, if applicable, such Acceptable Bank in its role as Acceptable Bank and not in its role as a Lender or Initial Mandated Lead Arranger) to whom such amounts are payable (and any such discharge shall occur only to the extent of the amounts actually received by such Lender or Initial Mandated Lead Arranger).

Promptly upon the appointment of a successor Facilities Agent, if the Guarantor has made a payment to a trust account in accordance with this Clause 13, it shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Facilities Agent.

For the purposes of this Clause 13:

“Acceptable Bank” means a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of BBB+ or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baa1 or higher by Moody’s Investor Services Limited or a comparable rating from an internationally recognised credit rating agency.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Paris, New York and London.

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made by the Facilities Agent to the Lenders or the Initial Mandated Lead Arrangers with respect to sums received on their behalf under this Guarantee, which disruption is not caused by, and is beyond the control of the Facilities Agent; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of the Facilities Agent preventing the Facilities Agent:

(i) from performing its obligations to pay to the Lenders or the Initial Mandated Lead Arrangers any sum received on their behalf under this Guarantee; or

(ii) from communicating with the Guarantor in accordance with the terms of this Guarantee or with the Lenders or the Initial Mandated Lead Arrangers on behalf of which it is acting under this Guarantee,

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and which (in either such case) is not caused by, and is beyond the control of the Facilities Agent whose operations are disrupted.

“Impaired Agent” means the Facilities Agent at any time when:

(a) it has failed to make (or has notified the Guarantor or a Lender or an Initial Mandated Lead Arranger) that it will not make a payment required to be made by it to the Lenders or the Initial Mandated Lead Arrangers on behalf of which it is acting under this Guarantee by the due date for payment; or

(b) an Insolvency Event has occurred and is continuing with respect to the Facilities Agent;

unless, in the case of paragraph (a) above:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

payment is made within three (3) Business Days of its due date; or

(b) the Facilities Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

“Insolvency Event” in relation to the Facilities Agent means that the Facilities Agent:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

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(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f) has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the United Kingdom Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the United Kingdom Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the United Kingdom Banking Act 2009 or has exercised in respect of it in any jurisdiction any similar powers which have similar effects to those referred to in this paragraph (f);

(g) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(h) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(i) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;

(j) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or

(k) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

14. This Guarantee shall benefit any successor, transferee or assign of any or all of the rights or obligations of any of the Finance Parties. As such, any reference in this Guarantee to the Facilities Agent or the other Finance Parties shall comprise their successors, transferees and assigns.

15. The present Guarantee will be additional to any other guarantee, indemnity or other security interest or collateral whether contractual, having arisen by operation of law or resulting from a judgment or court order and subsisting for the benefit of the Finance Parties and which such Finance Parties may enforce as it sees fit and in the order and for the amounts it sees fit without being required to provide any explanation to the Guarantor.

16. Without prejudice to Clause 13 hereof, any payment by the Guarantor following a payment request made by the Finance Parties will be validly made if made by transfer to an account, details of which shall have been notified to the Guarantor by the Facilities Agent on behalf of the Finance Parties in any Request. Notwithstanding

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anything to the contrary contained in this Guarantee, there will be no default or payment delay by or attributable to the Guarantor under this Guarantee so long as the Guarantor shall not have received from the Facilities Agent a Request containing all account and other banking details allowing the Guarantor, using customary national and/or international funds transfer and settlement systems available to corporates other than credit institutions and financial services providers, to transfer funds to such Facilities Agent in all relevant currencies for purposes of discharging its payment obligations owing to the Finance Parties hereunder.

17. Any written communication (including Requests and any Release Notice) relating to the present Guarantee will be sent, unless indicated otherwise in the present Guarantee, by mail or facsimile (or registered letter with acknowledgement of receipt or any other similar method) to the following addresses (or to any other addresses duly notified to the other party in good time):

(a) if the communication is sent by the Guarantor to the Facilities Agent:

Address:	Société Générale
Tour Société Générale
17, Cours Valmy
92972 Paris La Défense Cedex
For the attention of: Florence Crequy / Jean-François Michard
Tel:	+ 33.01.58.98.50.76 / + 33.01.42.13.68.37/
Fax:	+ 33.01.46.92.46.19
E-mail: florence.crequy@sgcib.com / jean-francois.michard@sgcib.com

(b) if the communication is sent by the Facilities Agent to the Guarantor:

sanofi-aventis

174, avenue de France

75013 – Paris, France

For the attention of:

Direction Financement et Trésorerie

Fax: +33 (0)1 53 77 41 09

With copy to:

Fax: +33 (0)1 55 71 33 90

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Direction Juridique Droit Financier

18. The present Guarantee is governed by and shall be construed in accordance with French law. The courts falling within the territorial jurisdiction of the Tribunal de Commerce of Paris, France, are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this Guarantee (including a dispute relating to the existence, validity or termination of this Guarantee) (a “Dispute”). This Clause 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.

SANOFI-AVENTIS

By:

Name :

Title :

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APPENDIX A

FORM OF REQUEST

To Sanofi-Aventis

Dear Sirs,

1. We refer to the first demand guarantee granted by you, as Guarantor, on [            ] 2010, to the benefit of the Finance Parties (the “Guarantee”) in the context of the Facilities Agreement dated 2 October 2010 (as amended, varied, novated or supplemented from time to time).

2. All terms and expressions defined in the Guarantee shall have the same meaning herein.

3. Pursuant to Clause 2 of this Guarantee, we hereby request that you, in your capacity as Guarantor under the Guarantee, pay to us the sum of [insert amount] (the “Requested Amount”). We hereby certify that the Additional Borrower (in its capacity as borrower under Facility B) has not paid an amount at least equal to the Requested Amount.

4. Pursuant to Clause 2 of the Guarantee, the Requested Amount shall be paid within 5 days following the receipt by you, as Guarantor, of this Request.

5. The Requested Amount shall be paid into account [insert account details] at [insert bank details at which account is held] [insert any other details relevant for payment].

Yours sincerely,

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Schedule 3

Requests

Part 1

Utilisation Request

From:	[Name of relevant Borrower/the Company]
To:	[Facilities Agent]
Dated:	[—]

Dear Sirs,

Sanofi-Aventis – U.S. $ 15,000,000,000 Facilities Agreement dated 2 October 2010 (the “Facilities Agreement”)

1. Words and expressions defined in the Facilities Agreement have the same meaning when used herein.

2. We wish to borrow a [Facility A Loan / Facility B Loan] on the following terms:

Proposed Utilisation Date:	[—] (or, if that is not a Business Day, the next Business Day)
Currency of Loan:	[—]
Amount:	[—]
Interest Period:	[—]

We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

We confirm that the Utilisation relates to [payment for/the refinancing of]/[Target Shares in a One-Step Transaction] [Target Shares at the end of an initial period of an Offer/tendered in a subsequent offering period for an Offer]/[Target Shares in short form merger following acquisition by BidCo of more than 90% of the Target Shares]/[for Target Shares in a merger following acquisition by BidCo a majority but less than 90% of the Target Shares]/[payment of fees, costs and expenses incurred in connection with the Acquisition and/or the Offer].

The proceeds of this Loan should be credited to [account].

This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

[Name of relevant Borrower]

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Part 2

Selection Notice

From:	[Name of relevant Borrower/the Company]
To:	[Facilities Agent]
Dated:	[—]

Dear Sirs,

Sanofi-Aventis – U.S. $ 15,000,000,000 Facilities Agreement dated 2 October 2010 (the “Facilities Agreement”)

1. We refer to the Facilities Agreement. This is a Selection Notice. Terms defined in the Facilities Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2. We refer to the following Facility [A]/[B] Loan[s] with an Interest Period ending on [—]**.

3. We request that the next Interest Period for the above Facility [A]/[B] Loan[s] is [1 Month]/[3]/[6] Months].***

4. This Selection Notice is irrevocable.

Yours faithfully

authorised signatory for

[Name of relevant Borrower]*

NOTES:

* Amend as appropriate. The Selection Notice can be given by a Borrower or the Company.

** Insert details of all Loans for the relevant Facility which have an Interest Period ending on the same date.

*** Amend as appropriate.

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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.

2. On the first day of each Interest Period (or as soon as possible thereafter) the Facilities 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 Facilities 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 Facilities Agent. This percentage will be certified by that Lender in its notice to the Facilities 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 Facilities Agent as follows:

in relation to a Loan in any currency other than sterling:

E × 0.01	percent. per annum.
300

Where:

E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Facilities Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Facilities Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5. For the purposes of this Schedule:

(a) “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 Financial Services Authority Fees 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

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(d) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6. If requested by the Facilities Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Facilities 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 £1,000,000 of the Tariff Base of that Reference Bank.

7. Each Lender shall supply any information required by the Facilities 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 Facilities Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Facilities Agent of any change to the information provided by it pursuant to this paragraph.

8. The rates of charge of each Reference Bank for the purpose of E above shall be determined by the Facilities Agent based upon the information supplied to it pursuant to paragraphs 6 and 7 above and on the assumption that, unless a Lender notifies the Facilities 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.

9. The Facilities 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, 6 and 7 above is true and correct in all respects.

10. The Facilities 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, 6 and 7 above.

11. Any determination by the Facilities 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.

12. The Facilities 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

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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.

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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 term loan facility in an aggregate amount equal to U.S.$ 15,000,000,000 (fifteen billion dollars) under a facilities agreement dated 2 October 2010, between the Company, the Borrowers, the Financial Institutions listed in Schedule 1 to that Facilities Agreement, BNP Paribas, J.P. Morgan PLC and Société Générale Corporate & Investment Banking acting as Initial Mandated Lead Arrangers and Société Générale acting as Facilities Agent of the Lenders (the “Facilities Agreement”).

(B) The Existing Lender wishes to [transfer/assign] and the New Lender wishes to acquire [all] [the part specified in the Schedule to this Transfer Agreement] of the Existing Lender’s Commitment, rights [and obligations] referred to in the Schedule to this Transfer Agreement.

(C) Terms defined in the Facilities 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/assignment] (cession) of [all] [the part specified in the Schedule to this Transfer Agreement] of the Existing Lender’s Commitment, rights [and obligations] referred to in the Schedule to this Transfer Agreement (together with a corresponding proportion of the Existing Lender’s rights (whether current, future, actual or contingent), if any, subsisting under the Guarantee) in accordance with Clause 22.5 (Procedure for transfer or assignment) of the Facilities Agreement.¹

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 29.2 (Addresses) are set out in the Schedule to this Transfer Agreement.

¹ 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 Borrowers in accordance with article 1690 of the French Code Civil.

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4. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in Clause 22.4 (Limitation of responsibility of Existing Lenders) of the Facilities Agreement.

5. The New Lender confirms, for the benefit of the Facilities Agent and the Company, that it is:

(a) a Qualifying Lender other than a Treaty Lender;

(b) a Treaty Lender;

(c) not a Qualifying Lender,²

and that it is [not]³ incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction.

6. The New Lender confirms to the other Finance Parties represented by the Facilities Agent that it has become entitled to the same rights and that it will assume the same obligations to those Parties as it would have been under if it was an Original Lender

7. This Transfer Agreement is governed by French law. The Tribunal of Commerce of Paris shall have jurisdiction in relation to any dispute concerning it.

8. This Transfer Agreement has been entered into on the date stated at the beginning of this Transfer Agreement.

SCHEDULE

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 Facilities Agent and the Transfer Date is confirmed as [—].

² Delete as applicable. Each New Lender is required to confirm which of these three categories it falls within.

³ Delete as applicable. Each New Lender is required to confirm whether it falls within one of these categories or not.

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[Facilities Agent]

By:

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Schedule 6

Existing Security

Name of Obligor	Security	Total Principal Amount of Indebtedness Secured
Sanofi-Aventis	None

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Schedule 7

Form of Confidentiality Undertaking

LMA CONFIDENTIALITY LETTER

To:	[insert name of New Lender]
Re:	[—]
Facility:	[—] Term Facilities Agreement
Obligor:	[insert name of Obligor]

Dear Sirs,

We understand that you are considering participating in the Facility as New Lender. 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 strictly 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 keep strictly confidential and not disclose to anyone the fact that the Confidential Information has been made available or that discussions or negotiations are taking place or have taken place between us in connection with the Facility;

(c) to use the Confidential Information only for the Permitted Purpose;

(d) to ensure that any person to whom you pass any Confidential Information (unless disclosed under paragraph 2(b) below) acknowledges and complies with the provisions of this letter as if that person were also a party to it.

2. Permitted Disclosure

We agree that you may disclose Confidential Information:

(a) to members of the Participant 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 Participant Group provided that these professional advisors and auditors agree to comply with the provisions of this letter as if they were also a party to it;

(b) (i) where required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, (ii) where required by

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the rules of any stock exchange on which the shares or other securities of any member of the Participant 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 Participant Group; or

(c) with the prior written consent of us and the Company.

3. Notification of Required or Unauthorised Disclosure

You agree (to the extent permitted by law) to inform us as soon as possible of the full circumstances of any disclosure under paragraph 2(b) 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 where the Confidential Information has been disclosed under paragraph 2(b) 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 Facility or (b) twenty four 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

You acknowledge and agree that neither we nor any of our 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 or any member of the Group 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 any member of the Group or be otherwise liable to you or any other person in respect to the Confidential Information or any such information.

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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 the subject of this letter. No failure or delay in exercising any right, power or privilege under this letter 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 under this letter. The terms of this letter and your obligations under this letter 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 the Company and each other member of the Group. For the avoidance of doubt, this paragraph 9 would be considered as stipulation pour autrui as defined in article 1121 of the French Civil Code.

10. Third party rights (“stipulation pour autrui”)

(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):

“Confidential Information” means any information relating to each Obligor, the Group, and the Facility including, without limitation, the information memorandum, 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 information is disclosed to you by us or any of our affiliates or

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advisers or is lawfully obtained by you after that date, other than from a source which, 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 the Company and each of its holding companies and subsidiaries and each subsidiary of each of its holding companies;

“Participant Group” means you, each of your holding companies and subsidiaries and each subsidiary of each of your holding companies; and

“Permitted Purpose” means considering and evaluating whether to enter into the Facility.

Please acknowledge your agreement to the above by signing and returning the enclosed copy.

Yours faithfully,

To:      The Facilities Agent

We acknowledge and agree to the above:

[date]

For and on behalf of

[New Lender]

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Schedule 8

Form of Accession Letter

To:	[—] as Agent
From:	[Subsidiary] and Sanofi-Aventis
Dated:	[—]

Dear Sirs,

Sanofi-Aventis – U.S. $ 15,000,000,000 Facilities Agreement dated 2 October 2010 (the “Facilities 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 the Additional Borrower and to be bound by the terms of the Facilities Agreement as an Additional Borrower] pursuant to Clause 23.2 (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 [and any non-contractual obligations arising out of or in connection with it [is/are] governed by French law.

Sanofi-Aventis [Subsidiary]

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Schedule 9

Timetables

	Loans in USD
Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) which is to be applied in a refinancing as provided in Clause 3.1.1 or a payment as provided in Clause 3.1.2 (a “Refinancing Utilisation Request”) or a Selection Notice in accordance with Clause 10.1 (Selection of Interest Periods)	10:00 a.m. (Paris time) three (3) Business Days prior to the relevant Utilisation Date or, in the case of a Selection Notice, 10:00 a.m. 3 Business Days prior to the first day of the relevant Interest Period
Facilities Agent notifies the Lenders of the Loan requested pursuant to a Refinancing Utilisation Request in accordance with Clause 5.4 (Lenders’ participation)	4:00 p.m. (Paris time) three (3) Business Days prior to the relevant Utilisation Date
Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) which is to be applied for the other purposes specified in Clause 3.1.1 (being the financing of the acquisition of Target Shares) (a “Settlement Utilisation Request”)	8:00 a.m. (Paris time) one (1) Business Day prior to the relevant Utilisation Date
Facilities Agent notifies the Lenders of the Loan pursuant to a Settlement Utilisation Request in accordance with Clause 5.4 (Lenders’ participation)	10:30 a.m. (Paris time) one (1) Business Day prior to the proposed Utilisation Date
Each Lender to send a copy of SWIFT message confirming payment (to be made available through Fedwire) corresponding to its participation in respect of a Settlement Utilisation in accordance with Sub-clause 3.1.1 of Clause 3.1 (Delivery of a Utilisation Request) and Clause 5.4 (Lenders Participation)	3:00 p.m. (Paris time) one (1) Business Day prior to the proposed Utilisation Date
Each Lender to send the Fedwire confirmation number confirming payment corresponding to its participation in respect of a Settlement Utilisation in accordance with Sub-clause 3.1.1 of Clause 3.1 (Delivery of a Utilisation Request) and Clause 5.4 (Lenders Participation)	9:00 a.m. (New York time) on the proposed Utilisation Date
LIBOR is fixed	Quotation Day as of 11:00 a.m. (London time)

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Schedule 10

Material Subsidiaries

USA

(a) Sanofi-Aventis US LLC; and

(b) Sanofi Pasteur Inc.

France

(c) Sanofi-Aventis France;

(d) Sanofi Winthrop Industries SA; and

(e) Aventis Pharma SA.

Germany

(f) Hoechst GmbH; and

(g) Sanofi-Aventis Deutschland GmbH.

Japan

Sanofi-Aventis K.K.

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Schedule 11

Form of Increase Confirmation

To:	Société Générale as Facilities Agent and Sanofi-Aventis as Company
From:	[the Increase Lender] an (the “Increase Lender”)

Dated:

Sanofi-Aventis – U.S. $ 15,000,000,000 Facilities Agreement

dated 2 October 2010

(the “Facilities Agreement”)

1. We refer to the Facilities Agreement. This agreement (the “Agreement”) shall take effect as an Increase Confirmation for the purpose of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2. We refer to Clause 2.2 (Increase) of the Facilities Agreement.

3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule next to its name (the “Relevant Commitment”) as if it was an Original Lender under the Facilities Agreement with such Commitment.

4. The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the “Increase Date”) is [—].

5. On the Increase Date, the Increase Lender becomes party to the relevant Finance Documents as a Lender.

6. The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 29.2 (Addresses) are set out in the Schedule.

7. The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in paragraph 2.2.6 of Clause 2.2 (Increase).

8. The Increase Lender confirms, for the benefit of the Facilities Agent and the Company, that it is:

(a) [a Qualifying Lender other than a Treaty Lender;]

(b) [a Treaty Lender;]

(c) [not a Qualifying Lender,]⁴

⁴ Delete as applicable. Each Increase Lender is required to confirm which of these three categories it falls within.

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and that it is [not]⁵ incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction.

9. This Agreement is governed by French law. The Tribunal of Commerce of Paris shall have jurisdiction in relation to any dispute concerning it.

10. This Agreement has been entered into on the date stated at the beginning of this Agreement.

⁵ Delete as applicable. Each Increase Lender is required to confirm whether it falls within one of these categories or not.

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THE SCHEDULE

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Increase Lender]

By:

This Agreement is accepted as an Increase Confirmation for the purposes of the Facilities Agreement by the Facilities Agent and the Increase Date is confirmed as [—].

Facilities Agent

By:

Acknowledged and agreed:

Borrower

By:

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SIGNED ON 2 OCTOBER 2010 IN PARIS IN EIGHT (8) ORIGINALS

The Company (as the Company, a Borrower and, as the case may be, the Facility B Guarantor)

SANOFI-AVENTIS

By:	/s/ Olivier Klaric
	Olivier Klaric

The Initial Mandated Lead Arrangers

BNP PARIBAS

By:	/s/ Jean-Marie Pot	By:	/s/ Philippe Beauchataud
	Jean-Marie Pot		Philippe Beauchataud

By:	/s/ Drifa Ouahmed-Choulet
	Drifa Ouahmed-Choulet

J.P. MORGAN PLC

By:	/s/ Marc Baignères
	Marc Baignères

SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

By:	/s/ Pierre-Yves Bonnet
	Pierre-Yves Bonnet

The Facilities Agent

SOCIÉTÉ GÉNÉRALE

By:	/s/ Pierre-Yves Bonnet
	Pierre-Yves Bonnet

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The Original Facility A Lenders

BNP PARIBAS

By:	/s/ Jean-Marie Pot	By:	/s/ Philippe Beauchataud
	Jean-Marie Pot		Philippe Beauchataud

J.P. MORGAN EUROPE LIMITED

By:	/s/ Marc Baignères
	Marc Baignères

SOCIÉTÉ GÉNÉRALE

By:	/s/ Pierre-Yves Bonnet
	Pierre-Yves Bonnet

The Original Facility B Lenders

BNP PARIBAS

By:	/s/ Jean-Marie Pot	By:	/s/ Philippe Beauchataud
	Jean-Marie Pot		Philippe Beauchataud

J.P. MORGAN EUROPE LIMITED

By:	/s/ Marc Baignères
	Marc Baignères

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SOCIÉTÉ GÉNÉRALE

By:	/s/ Pierre-Yves Bonnet
	Pierre-Yves Bonnet

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