February 9, 2011 ANNUAL RESULTS

Transcription

1 February 9, 2011 ANNUAL RESULTS 2010

2 Forward Looking Statements 1 This presentation 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 labeling and other matters that could affect the availability or commercial potential of such products candidates, the absence of guarantee that the products candidates if approved will be commercially successful, the future approval and commercial success of therapeutic alternatives, 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, Other than as required by applicable law, sanofi aventis does not undertake any obligation to update or revise any forward looking information or statements. Important Additional Information: 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. have filed tender offer documents with the U.S. Securities and Exchange Commission (the SEC ). These documents have been 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 , and may also be obtained at no charge at the website maintained by the SEC at

3 Agenda 2 Key Highlights Christopher A. Viehbacher, Chief Executive Officer Financial Performance Jérôme Contamine, Executive Vice President, Chief Financial Officer Business Performance Hanspeter Spek, President, Global Operations Vaccines Olivier Charmeil, Senior Vice President, Vaccines R&D Update Dr. Elias Zerhouni, President, Global Research & Development Q&A Session

4 Key Highlights Christopher A. Viehbacher Chief Executive Officer

5 Delivering on our Strategy 4 Solid financial performance despite substantial generic competition Expansion of our unparalleled leadership position in Emerging Markets Improved CHC presence with key acquisitions in the U.S. and China Successful launches of Jevtana in the U.S. and Multaq in EU exceeding expectations Ownership of 100% of Merial and planned new JV with Intervet Faster achievement of cost saving targets Sustained flow of financially disciplined business development activity Significant advances in transforming our R&D approach Possible acquisition of Genzyme

6 Growth Platforms and Cost Savings Compensated for Generic Competition in Sales ( m) Business EPS ( ) 35,000 30,000 25,000 20,000 15,000 10,000 5, ,306 27,568 30, FY 2008 FY 2009 FY 2010 FY 2008 FY 2009 FY FY 2010 growth: +3.7% on a reported basis 0.8% at constant exchange rates FY 2010 growth: +6.8% on a reported basis +2.6% at constant exchange rates

7 A Significant Part of the Patent Cliff Started to Appear in % of Consolidated Sales Ambien U.S. Taxotere U.S. Taxotere EU Aprovel U.S. (1) Aprovel EU (2) Plavix U.S. (3) Plavix EU Eloxatin U.S. (4) Lovenox U.S. Allegra U.S Consolidated Sales 27,568m 18% 28% 5,442m 7,661m Consolidated Sales 30,384m (1) Compound patent will expire in Feb 2012 following Pediatric Exclusivity. The charts only include sales of active ingredients to the American entity managed by Bristol Myers Squibb. Non consolidated sales made through our alliance with BMS are 499m in 2008 and 482m in (2) Compound patent will expire in August 2012 in key EU markets. (3) Compound patent will expire in May 2012 following Pediatric Exclusivity. The charts only include sales of active ingredients to the American entity managed by Bristol Myers Squibb. Non consolidated sales made through our alliance with BMS are 3,351m in 2008 and 4,626m in (4) Generic makers (Teva, Fresenius Kabi (formerly Dabur), Sandoz, Mayne/Hospira, MN/Par, Actavis and Sun) required to cease selling in the U.S. since June 30, 2010 but litigation continues.

8 Key Growth Platforms (1) Reached 54% of Sales in 2010 Compared to 42% in Emerging Markets (2) Diabetes Division (3) Vaccines (4) 9,075m, +16.3% 29.9% of sales 4,298m, +9.2% 14.1% of sales 3,808m, +4.8% 12.5% of sales Consumer New Products Animal Health Health Care (5) 172m 2,217m, +45.7% 7.3% of sales 82m $2,635m, +2.6% Non consolidated sales Note: Sales are for FY 2010 and growth is at constant exchange rates (CER) (1) Emerging Markets, Diabetes Brands, Vaccines, Consumer Health Care, New Products and Animal Health Note that Animal Health sales are not consolidated and therefore not reflected in the percentages representing our Growth Platforms (2) World less North America, Western Europe, Japan and Australia/New Zealand Organic growth in Emerging Markets: +13.2% in 2010 (3) Diabetes Brands: Lantus + Apidra + Amaryl + Insuman (4) Growth in Vaccines at constant exchange rates excluding pandemic flu: +5.5% (5) Consumer Health Care includes sales of Chattem consolidated since Feb 10, 2010 Organic growth in CHC: +6.9%

9 Executing the Transformation into a Global Diversified Healthcare Leader 8 Our formula for growth remains unchanged with 3 priorities: Increase innovation in R&D Pursue external growth opportunities Adapt our company to future challenges to ensure sustainable, profitable growth and improved risk profile

10 Working towards a New R&D Approach To Boost Innovation 9 First Phase: Reduce the complexity of the organization Deploy a new governance system Open up towards external sources of innovation through partnerships Become more flexible and entrepreneurial Appointment of Dr. Elias Zerhouni as President, Global Research & Development, effective January 1, 2011

11 Focused on Bringing More Products of Value to Patients 10 Lixisenatide (1) teriflunomide OTC BSI-201 (iniparib) Dengue vaccine (1) In licensed from Zealand Pharma A/S

12 Sanofi aventis Acquisition of Genzyme Would Be Beneficial for Both Parties 11 Provides immediate value for all shareholders Captures the potential of Genzyme s business and pipeline and shifts execution risk to sanofiaventis Enhances Genzyme s rare disease business as a center of excellence Creates more value for Genzyme s other product lines within a larger company with global reach and resources Creates new platform for sustainable growth further increasing our biotech exposure Expands footprint in attractive, growing rare disease market Increases our U.S. presence and expands our R&D pipeline of Phase II and Phase III products Meets sanofi aventis value creation criteria Preserves strong capital structure and financial strength As has been previously disclosed, representatives of sanofi aventis and Genzyme have been engaged in discussions as to the differences between sanofi aventis and Genzyme s perspectives with respect to the value of Genzyme. These discussions have included using a potential Contingent Value Right (CVR) (with milestone payments based upon FDA approval and certain sales thresholds) as part of a resolution of the parties differences with respect to value. The discussions are continuing, and Genzyme has been sharing certain non public information with sanofi aventis. Therefore, sanofiaventis and Genzyme have executed a Non Disclosure Agreement with respect to such non public information. There is no guarantee that these discussions will continue or that the parties will come to an agreement..

13 Consistent Execution of Disciplined Business Development in licensing agreements and M&A transactions announced in 2010 Deals enhance our growth platforms (2) Announced Transactions (1) M&A In-licensing M&A transactions over 2 years added in 2010: 1,473m of consolidated sales $1,317m of non consolidated sales (50% of Merial) (1) Contract signed; closing remains pending in some cases. (2) The BMP Sunstone transaction is subject to shareholders approval; the Merial/Intervet transaction is subject to execution of final agreements, antitrust reviews and other customary closing conditions.

14 Transforming to Align Resources with Opportunities 13 Significant shift from U.S. and Western Europe to Emerging Markets Headcount evolution by region (%) 30% 39% Others (1) 64% 55% Emerging Markets Western Europe and U.S (1) Japan, Canada, Australia, New Zealand

15 Expanding Growth Platforms in 2011 while Facing More Impact from Generics 14 No H1N1 sales U.S. healthcare reform and EU price cuts Full year generic impact on Ambien CR and Lovenox in the U.S. and Taxotere in EU Uncertainty in the U.S. around generics of Taxotere, a 2 nd generic of Lovenox and generics of Eloxatin (1) Double digit sales growth projected for our Growth Platforms (2) Emerging Markets to grow to 1/3 of Group sales Launch of Allegra OTC in U.S. and Jevtana in EU 2bn cost savings by end of 2011 Possible acquisition of Genzyme (1) Generic makers (Teva, Fresenius Kabi (formerly Dabur), Sandoz, Mayne/Hospira, MN/Par, Actavis and Sun) required to cease selling in the U.S. since June 30, 2010 but litigation continues. (2) Emerging Markets, Diabetes Brands, Vaccines, Consumer Health Care, New Products and Animal Health Note that Animal Health sales are not consolidated and therefore not reflected in the percentages representing our Growth Platforms.

16 Outlook for Despite the absence of A/H1N1 vaccines sales and the impact of generic competition, double digit sales increase (1) of growth platforms and cost control should lead to: 2011 Business EPS 5% to 10% lower than 2010 Business EPS (2), at constant exchange rates (3) This outlook does not assume a return of generics of Eloxatin in the U.S. (4) This outlook does not include any benefit from a possible acquisition of Genzyme It is barring major unforeseen adverse events We confirm our 2013 floor guidance and we will provide a medium term outlook update at mid year 2011 (1) At constant exchange rates (CER) (2) FY 2010 Business EPS: 7.06 (3) Based on actual 2010 average exchange rates for all currencies; see slide 2 for important information concerning forward looking statements. (4) Generic makers (Teva, Fresenius Kabi (formerly Dabur), Sandoz, Mayne/Hospira, MN/Par, Actavis and Sun) required to cease selling in the U.S. since June 30, 2010 but litigation continues.

17 Financial Performance Jérôme Contamine Executive Vice President, Chief Financial Officer

18 Currency Tailwind Compensates Lack of H1N1 Sales and Greater Generic Competition in Q Q sales ( m) 5.9% +6.4% +0.5% 7, (1) 7.1% +1.2% Chattem : Oenobiol: +6 Others: +4 USD: +162 YEN: +100 BRL: +33 AUD: +26 CAD: +17 Others: ,395 Q Organic Growth Change in Structure (2) FX Impact Q (1) Including 362m of H1N1 vaccine sales in Q (2) Organic sales growth is on a constant structure and exchange rates basis.

19 Currency Tailwind and Acquisitions Lead to Reported Sales Growth in FY FY 2010 sales ( m) +4.5% +3.7% 0.8% 1, % USD: ,384 29, % Chattem: Zentiva : +135 Oenobiol: +54 Others: +75 BRL: YEN: +209 AUD: +121 CAD: +69 Others: +421 FY 2009 Organic Growth Change in Structure (1) FX Impact FY 2010 (1) Organic sales growth is on a constant structure and exchange rates basis.

20 Our Broad Geographical Presence Allowed us to Benefit from Many Strengthening Currencies vs. the Euro in FY 2010 Sales Split by Currency US$ 30% 7% 2% Australian $ 2% Canadian $ 2% Change in X Rates vs vs US $ +5% Japanese +11% British +4% Australian $ +19% Canadian $ +14% 32% Others 16% BRIC-M 10% Brazilian Real +16% Russian Ruble +9% Indian Rupee +10% Chinese Yuan +6% Mexican Peso +11%

21 Delivering Good Operational Performance in 2010 despite Impact from the Patent Cliff 20 m FY 2010 FY 2009 % Change (reported ) % Change (CER) Net sales 30,384 29, % 0.8% Other revenues 1,651 1, % +10.8% Cost of sales (8,687) (7,853) +10.6% +6.6% Gross profit 23,348 22, % 2.6% R&D (4,401) (4,583) 4.0% 6.2% SG&A (7,567) (7,325) +3.3% 1.2% Other current operating income & expenses Share of Profit/Loss of associates 1, Share of Profit/Loss of Merial Minority interests (257) (427) Business operating income 12,660 12, % +1.2% Business operating margin 41.7% 41.0% CER: constant exchange rates

22 As Expected, Generic Competition Leads to Slight Gross Margin Erosion in Lower gross margin (1.3 ppt) in FY 2010 vs. FY 2009 primarily impacted by: Genericized products Higher cost of raw heparin Volumes produced continue to grow due to expansion in emerging markets and diversification Continuous industrial site network adaptation Further improvement in production costs per unit ongoing Gross Margin (%) 85% 80% 77.9% 78.1% 76.8% 75% 70% 65% 60%

23 Tight Cost Control over R&D Expenditures in FY 2010 R&D expenses of 4,401m, down 6.2% driven by reduction of internal R&D costs (1) R&D/Sales Ratio (%) 20% Significant spend focused on late stage Phase III trials 18% 16.6% Increased spend on R&D partnerships 16% 15.6% 14.5% R&D expenses down 10.9% in Q (1) 14% Reduction in R&D CapEx largely contributing to financing of milestones for external collaborations 12% 10% (1) Reduction at constant exchange rates (CER)

24 SG&A to Sales Ratio Remains among Best in class of Large Cap Healthcare Companies in FY 2010 SG&A expenses of 7,567m, down 1.2% Down 2.9% in Q (1) Resource reallocation towards growth drivers: Significant adjustments to reduce cost structure in the U.S. and Europe Increased spend in Emerging Markets SG&A/Sales Ratio (%) 30% 25% 20% 15% 26.0% 25.0% 24.9% Investment in new product launches and increased U.S. promotional spend on Lantus Impact of acquisitions 10% (1) Growth at constant exchange rates (CER)

25 Net Cost Savings Progressing Faster than Anticipated 24 Original cost initiatives targeted annual savings of 2.0bn (1) for 2013 vs at CER Already 1.3bn of savings achieved in 2010 before inflation and tax on a constant structure basis On track to deliver initial 2.0bn target by end of 2011 Projected Annual Cost Savings ( m) 2,000 1,800 1,600 1,400 1,200 1, % 65% 2.0bn Revised Cost Savings Milestones Initial Cost Savings Plan (1) Before inflation and tax on a constant structure basis

26 Operational Leverage Leads to Slight Increase in Net Margin in m FY 2010 FY 2009 % Change (reported ) % Change (CER) Business operating income 12,660 12, % +1.2% Net financial expenses (362) (300) Income tax expense (3,083) (3,099) Effective tax rate 27.8% 28.0% Business net income 9,215 8, % +2.6% Net margin 30.3% 29.4% Business EPS % +2.6% CER: constant exchange rates

27 Double Digit Underlying Organic Profit Growth Excluding Key Genericized Products Impact in FY 2010 Business Net Income ( m) +4.2% +11.4% 8, % -1.3% +3.6% +0.3% FY 2009 Key Genericized Products Pandemic Flu & Copaxone Partnership (1) Acquisitions Tax Rate Organic Net Profit Gain FX Impact FY 2010 (1) Excluding acquisition costs and financing costs.

28 From Business Net Income to Consolidated Net Income 27 m % Change (reported ) Business net income 9,215 8, % Amortization of intangible assets (1) (3,529) (3,528) Impairment of intangible assets (433) (372) Expenses arising on the workdown of acquired inventories (30) (27) Restructuring costs (1,372) (1,080) Gains and losses on disposals, and litigation (138) Tax effect on the items listed above & other tax items Share of items listed above attributable to non controlling interests 1,841 1, Restructuring costs and expenses arising from the impact of acquisitions on associates and Merial Net income attributable to equity holders of sanofi aventis (90) (93) 5,467 5, % (1) Of which amortization expense generated by the remeasurement of intangible assets: (3,327) million in 2010 and (3,308) million in 2009

29 Record Free Cash Flow Delivered in FY 2010 FCF (1) of 9,416m, +26.7% Stable Working Capital in 2010 Lower level of CapEx down 13.6% in 2010 Free Cash Flow (1) ( m) 10,000 9,416 9,000 8,000 7,431 7,000 Lower debt than 2008 after: 9bn invested in acquisitions over 2 years Over 6bn returned to shareholders through dividend payment and share buyback over 2 years 6,000 5,000 CapEx ( m) 1,500 1,400 FY 2009 FY ,460 1,300 1,261 1,200 1,100 1,000 FY 2009 FY 2010 (1) Free Cash Flow before restructuring costs, acquisitions of intangible assets or businesses and payment of dividends.

30 Net Debt below 2008 Level despite Acquisitions 29 12,000 Net Cash from Operating Activities CapEx Acquisitions & Licensing(2) Restructuring Costs & Others (3) Dividend & Shares Repurchased (4) Net Debt Dec 31, 2009 Net Debt Dec 31, ,000 1,261 8,000 2,433 m 6,000 4, ,677 FCF + 9,416 (1) 980 3,131 2, ,128 1,577 Change in Net Debt +2,551-2,000 (1) FCF: Free Cash Flow before restructuring costs. (2) Does not include contingent consideration obligations related to business combinations or put options for non controlling interests. (3) Includes 892m of restructuring costs. (4) 321m of sanofi aventis shares repurchased in 2010.

31 The Dividend Is a Key Element of our Value Proposition to Shareholders 30 Strong balance sheet and solid credit ratings demonstrate our financial strength Dividend ( ) 3.00 CAGR: +6.5% Proposed dividend (1) 2.50 per share in 2010 Option to receive payment in the form of cash or shares Expected strong free cash flow can sustain a stable or growing dividend in the coming years (1) To be submitted for approval by the Annual General Meeting on May 6, 2011

32 2010 From Restructuring to Investing in Growth 31 Solid performance of our growth platforms (1) limiting the impact of loss of sales from key genericized products Reduction in OpEx to Sales ratio broadly offsets lower Gross Margin Ability to deliver cost savings of 1.3bn by end of 2010 (2) Business EPS growth ahead of sales growth and guidance Strong free cash flow generation and reduced net debt Sales from Growth Platforms (3) % 47% 54% (1) Emerging Markets, Diabetes Brands, Vaccines, Consumer Health Care, New Products and Animal Health (2) Before inflation and tax on a constant structure basis (3) Note that Animal Health sales are not consolidated and therefore not reflected in the percentages representing our Growth Platforms

33 Business Performance Hanspeter Spek President, Global Operations

34 Growth Platforms Up +12.5% (1) and Nearly Offset Generic Competition in Record 2010 sales: 30,384m, 0.8% at CER or +3.7% on a reported basis Sales driven by growth platforms and targeted acquisitions Impact of generics of Lovenox and Eloxatin in the U.S. and Plavix and Taxotere in Europe FY 2010 Group Sales ( m) (1) 2,055 +1,725 29, , % 30,384 Impact of U.S. healthcare reform and EU austerity measures FY 2009 Key Genericized Products (2) Growth Platforms (3) Others FX Impact FY 2010 (1) Growth at constant exchange rates (CER) (2) Key genericized products: Lovenox, Eloxatin, Allegra and Ambien CR in the U.S. / Plavix and Taxotere in Europe (3) Emerging Markets, Diabetes Brands, Vaccines, Consumer Health Care, New Products and Animal Health Note that Animal Health sales are not consolidated and therefore not reflected in the percentages representing our Growth Platforms.

35 Expanding our Unparalleled Leadership Position in Emerging Markets sales in Emerging Markets (1) : 9,075m, +16.3% at CER or +23.4% on a reported basis Emerging Markets Sales ( m) (2) 10,000 9, % 8, % 7,000 6, % +10.8% +10.2% 5, % 4,000 3, (1) World less North America, Western Europe, Japan and Australia/New Zealand (2) Growth at constant exchange rates (CER)

36 Emerging Markets Overtake Traditional Markets 35 Emerging Markets (1) sales exceed the U.S. and Western Europe: 30% of Group sales FY 2010 Sales % by Regions RoW (2) USA 29.5% 11.0% 29.9% Emerging Markets Western Europe 29.6% (1) World less North America, Western Europe, Japan and Australia/New Zealand (2) RoW: Japan, Australia, New Zealand, Canada

37 A Fully Integrated Presence and Broad Product Portfolio Differentiate sanofi aventis in Emerging Markets 36 Broad presence in Emerging Markets: Strong BRIC M performance: 3,510m, +31.1% (1) 61.3% of sales outside BRIC M Over 39,700 employees Growing field force of 18,600 reps (2) 38 cost effective local manufacturing sites supporting market access Stable business operating margin of 41% in 2010 excluding central administrative and R&D costs New Senior Managers promoted Emerging Markets Sales ( m) (1) 10,000 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 Diabetes Vaccines CHC Generics Others +20.0% +46.2% +44.4% +42.8% +4.6% +16.3% (1) Growth at constant exchange rates (CER) (2) Registered headcount in Dec 2010

38 Our Diabetes Sales Continue to Show Strong Growth Diabetes sales: 4,298m, +9.2% at CER or +14.2% on a reported basis FY 2010 Sales by Region (1) #1 Diabetes brand worldwide 2010 sales: 3,510m, +9.1% at CER or +14.0% on a reported basis 40.2% of U.S. Lantus sales with SoloStar in Q U.S. 2,134m +7.4% 61% 19.5% Western EU 684m +5.3% Emerging Markets 14.5% 508m 5% +18.2% Others 184m +25.2% (1) Growth at constant exchange rates (CER)

39 Jevtana Up to a Strong Start in the U.S. 38 Share of Patients in 2L+ mhrpc (3) 1 st therapy to provide significant survival benefit in 2L mhrpc (1,2) U.S. launch above expectations Sales of 82m in H Positive CHMP opinion in January 2011 EU roll out to start in Q Estimated peak sales in 2L mhrpc between 300mand 500m 50% 40% 30% 20% 10% 0% 47.4% mitoxantrone Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10 (1) Jevtana is indicated in combination with prednisone (2) TROPIC study The Lancet (3) IntrinsiQ Research Diag Drug LOT Monthly_prostate cancer December 2010

40 Multaq Year #1 Sales above Expectations 39 Quarterly Sales ( m) FY 2010 sales: 172m Close to 200,000 patients treated worldwide Now part of AHA/ACC and ESC management guidelines for AF (1,2,3) Updated Prescribing Information to reflect adverse event reports outcome study ongoing Q Q Q Q Q Q (1) AF: Atrial Fibrillation (2) Guidelines for the Management of Atrial Fibrillation (2010 ESC) (3) 2011 ACCF/AHA/HRS Focused Update on the Management of Patients With Atrial Fibrillation

41 Further Diversification through Strong Growth of Consumer Health Care in Consumer Health Care Annual Sales ( m) A growing player in CHC 2010 sales: 2,217m, +45.7% (1) at CER or +55.0% on a reported basis Improved CHC presence with key acquisitions in the U.S. and China: 2,500 2,000 1,500 1,203 1,430 2,217 1,000 (2) FY 2008 FY 2009 FY 2010 (1) Including sales of Chattem as of Feb 10, CHC organic growth was +0.2% in Q and 6.9% in FY 2010 (2) Subject to closing

42 Gearing up Launch of the Most Exciting Rx to OTC Switch in Large U.S. Allergy OTC market of $1.5bn (1) #1 Rx antihistamine in the U.S. in 2010 Strong brand equity Fast, non drowsy, 24 hour relief for indoor/outdoor allergies Launch planned for Spring allergy season Competitive A&P investment Significant life cycle management plan U.S. TRx fexofenadine (million) (2) (1) Nielsen data (2) IMS NPA data

43 Maximizing Growth of our Generics Activities in Generics 2010 sales: 1,534m, +41.5% (1) at CER or +51.6% on a reported basis Successful integration of acquisitions (e.g. Medley and Zentiva) Brazil: +37.9% (2) Eastern Europe: +17.3% (2) Launch of Zentiva branding in Western Europe and roll out of Medley in Latin America Annual Sales ( m) 2,000 1,534 1,500 1,012 1, FY 2008 FY 2009 FY 2010 (1) Gx organic growth are +10.1% in Q and +18.5% in FY (2) Growth at constant perimeter and exchange rate

44 A Transition Year for our Legacy Products 43 Generics enjoined from further sales in the U.S. in H (1) Sustainable global sales post EU/U.S. generics expected to be around 300m Generics launched in EU in late 2010 U.S. inventory down in Q Sustainable global sales post EU/U.S. generics expected to be around 500m U.S. presence grew double digits: +10.8% (2) U.S. pediatric exclusivity granted Japan (3) + China sales of 736m (+36.7%) offset EU loss (2) FY 2010 ex U.S. sales: 1,367m, +7.8% (2) Share of U.S. enoxaparin market: 90% at hospital level and 24% at retail level (4) (1) Generic makers (Teva, Fresenius Kabi (formerly Dabur), Sandoz, Mayne/Hospira, MN/Par, Actavis and Sun) required to cease selling in the U.S. since June 30, 2010 but litigation continues. (2) Growth at constant exchange rates (CER) (3) Sanofi aventis holds all rights to Plavix in Japan. (4) Data for Dec 2010

45 Focusing Resources On Growth Drivers through Reshaping of Operations in the U.S. 44 USA Optimize revenues from growth platforms through targeted resource allocation (Diabetes, Oncology, AF, CHC) Restructuring completed in 2010 Sales force reduction by 2,500 people over last 2 years Investment significantly decreased in mature brands Accelerate Multaq and Jevtana to peak sales and launch Allegra OTC Pursue Business Development

46 and Transforming Operations in Europe 45 Europe Generic competition and government price cuts Organization redesign and decreased cost base Sales force reduction by 1,800 people over last 2 years Maximizing portfolio at risk Launch of Multaq and pre launch activities on Jevtana Expansion of our Zentiva generic franchise across Europe Creation of a European CHC platform to support our ambition

47 Continued Growth at Merial in Merial FY 2010 Sales: $2,635m, +2.6% at CER or +3.2% on a reported basis sales up +2.4% (1) Emerging Markets sales up +10.4% (1) Improved operating margin in 2010: 32.0%, up 2.3 points Planned JV (2) with Closing of the transaction expected in H FY 2010 Sales Split Ruminant $356m Swine $103m Avian $340m Emerging Markets $609m VPH (3) $130m RoW $210m Europe $727m Equine $93m Pets $1,614m U.S. $1,089m (1) Growth at constant exchange rates (CER) (2) Subject to execution of final agreements, antitrust reviews and other customary closing conditions (3) VPH: Veterinary Public Health

48 Vaccines Olivier Charmeil Senior Vice President, Vaccines

49 Another Solid Year for 48 FY 2010 sales: 3,808m, +4.8% (1) Q sales: 890m, +12.6% (1,2) excluding pandemic vaccine sales Vaccines Consolidated Sales ( m) 4,000 3,500 3,000 2,500 2,000 1,500 1, Pandemic Influenza Other Travel & Endemics Boosters Meningitis/Pneumonia Seasonal Influenza Polio/Pertussis/Hib (1) Growth at constant exchange rates (CER) (2) Q sales including pandemic vaccines sales were down 24.4%

50 Strong Performance of Key Franchises and Significant Growth In Emerging Markets in Record year for flu vaccines: 1.3bn, +18.7% (1) 198 million doses of seasonal influenza vaccines sold A/H1N1 sales as per 2010 guidance Continued strong competitive resilience of FY 2010 sales of 436m U.S. market share > 90% Ongoing international roll out Solid performance of our adult booster vaccine FY 2010 sales of 301m, +6.1% (1) 1bn of sales achieved for the first time in Emerging Markets FY 2010 sales of 1,025m, +15.4% (1,2) driven by (1) Growth at constant exchange rates (CER) (2) Excluding pandemic vaccines sales

51 Another Record Year for Influenza Vaccines 50 Over 320 million doses of influenza vaccines Record seasonal influenza sales FY 2010 sales of 845m, +33.3% (1) Significant U.S. sales growth: +54.5% (1) Successful launch of (U.S.) and (EU and int l) Influenza Global Sales (in million doses) pandemic influenza revenues (H1N1) FY 2010 sales of 452m (vs. FY 2009: 440m) 126 million doses delivered in 2010 U.S. influenza market: >50% market share Pandemic Seasonal- Southern Hemisphere Seasonal- Northern Hemisphere (1) Growth at constant exchange rates (CER)

52 Significant Milestones Achieved in Key Milestones FDA submission of Fluzone ID and Menactra Infant/Toddler (9 12 months) Regulatory approval of Pediacel (EU) and IMOJEV (Int l) Partnership on mabs with Acquisition of Start of Phase III with Dengue and Fluzone quadrivalent vaccine candidates Start of Phase II with Clostridium difficile vaccine candidate

53 R&D Update Dr. Elias Zerhouni President, Global Research & Development

54 R&D Achievements: Phase I is Accomplished 53 Fundamental change of mindset From closed to open innovation Streamlined decision making Stress tested portfolio R&D more visible internally and externally A new ecosystem with partnerships allowing access to best basic and translational researchers An increasing ability to conceive and implement change Governance A complete renewal and enhancement of our R&D strategy and process Structure

55 Writing a New Textbook for Successful R&D 54 Our Vision A total re engineering of the sanofi aventis R&D process Disciplined focus on reducing average development time and increasing late stage probability of success Key is the development of a strong translational medicine capability across R&D Systematically develop rigorous safety and efficacy validations of our working hypotheses as early as possible and at every stage of the R&D process in human populations and samples Our Priorities Deliver on current late stage portfolio on time and on budget Build our portfolio of early stage projects focusing on those with strongest potential for translational medicine validation Build up a spirit of excellence and recruit new talent in areas of emerging scientific opportunities

56 Some Green Shoots in Late Stage Development 55 Successful U.S. launch Positive CHMP opinion in Jan 2011 New studies to expand indications planned to start in 2011 lixisenatide (3) program: 3 positive Phase III trials already announced CV outcome trial initiated mid 2010 Planned submissions in H in EU and Japan and in H in the U.S. iniparib (BSI-201) Phase III primary goal not met in mtnbc (1) Improvement in OS and PFS in 2L and 3L (2) Data to be discussed with health authorities Clinical development program in breast, lung and other cancers continues teriflunomide Positive Phase III TEMSO study in RMS (4) Completion of ongoing Phase III trials TOWER and TENERE expected in 2011 Planned submission in H (1) mtnbc: metastatic Triple Negative Breast Cancer (2) OS: overall survival / PFS: progression free survival (3) In licensed from Zealand Pharma A/S (4) RMS: Relapsing Multiple Sclerosis

57 Embracing External Innovation in Early Stage Development 56 Selected Oncology Early Stage Projects Potentially first in class PI3K inhibitor Unique PI3K and mtor inhibitor Novel anti ErbB3 mab Anticipated favorable safety profile to facilitate combinations Highly potent and selective JAK 2 inhibitor for myelofibrosis Investigating Novel Novel combinations with PI3K and MEK inhibitors Maytansin loaded anti CD 19 mab in NHL (1) Preclinical Collaborations (1) NHL: non Hodgkin lymphoma

58 Multiple Phase III Milestones in Lixisenatide in type 2 diabetes Further GETGOAL trials Teriflunomide in Relapsing Multiple Sclerosis TENERE & TOWER Aflibercept in 2 nd line lung cancer VITAL Aflibercept in 2 nd line colorectal cancer VELOUR Aflibercept in 1 st line prostate cancer VENICE interim results Ombrabulin in sarcoma Semuloparin in VTE prevention in cancer patients SAVE ONCO VTE Venous Thromboprophylaxis in chemotherapy treated cancer patients

59 Questions & Answers

60 Appendices R&D

61 Late Stage Pipeline Pharma & Vaccines 60 iniparib (BSI 201) PARP inhibitor mtnbc; squamous LC aflibercept (VEGF Trap) N 1 st line mprostate; 2 nd line NSCLC; 2 nd line mcrc Phase III N otamixaban Direct Xa inhibitor ACS semuloparin (AVE5026) Indirect Xa/IIa inhibitor VTE prevention in cancer patients N N Jevtana (cabazitaxel) Taxoid Tubulin inhibitor Prostate cancer, EU Plavix clopidogrel bisulfate Atrial fibrillation; Pediatric, EU Registration Fluzone ID Seasonal influenza vaccine Intradermal micro injection, U.S. Menactra Meningococcal conjugate vaccine Infant / Toddler 9 12 months ombrabulin (AVE8062) Vascular disrupting agent Sarcoma Lantus insulin glargine ORIGIN*; Pediatric, EU lixisenatide (AVE0010) GLP 1 agonist Type 2 diabetes Multaq dronedarone Permanent atrial fibrillation N N Plavix clopidogrel bisulfate Stent & PAD, Japan Quadracel Diphtheria, tetanus, pertussis and polio vaccine; 4 6 years of age Hexaxim DTP HepB Polio Hib vaccine Fluzone QIV Quadrivalent inactivated influenza vaccine teriflunomide N immunomodulator Multiple sclerosis (monotherapy, adjunct therapy &CIS) Allegra fexofenadine Dry syrup, JP Dengue Mild to severe dengue fever vaccine Therapeutic area Oncology Cardiovascular Metabolic Disorders Thrombosis Central Nervous System Internal Medicine Ophthalmology Vaccines Pharmaceuticals N New Molecular Entity *: ORIGIN: Evaluation of Lantus in reducing cardiovascular morbidity & mortality

62 Early Stage Pipeline Pharma & Vaccines 61 SAR Anti DLL4 mab Cancer N Phase I SAR TAFIa inhibitor Acute ischemic stroke N SAR H3 antagonist Alzheimer's disease N iniparib (BSI 201) PARP inhibition Ovarian cancer, non squamous NSCLC, neoadjuvant breast cancer Phase II celivarone Antiarrhythmic agent Ventricular arrhythmia N ferroquine Antimalarial Malaria N SAR3419 N Maytansin loaded anti CD19 mab non Hodgkin s lymphoma SAR (MM 121) anti ErbB3 mab Solid tumors, ovarian cancer SAR (RENG846) Internal medicine SAR Anti IL4 mab Asthma ; Atopic dermatitis N N SAR Cathepsin S/K inhibitor OA pain & Peripheral neuropathic pain SAR H3 antagonist Sleep disorders N N aflibercept VEGF Trap 1 st line colorectal cancer SAR (MM 121) anti ErbB3 mab Breast cancer N Multaq Antiarrhythmic agent Atrial fibrillation Japan FOV1101 N FDC prednisolone/ cyclosporine Allergic conjunctivitis SAR Anti IL 6R mab Rheumatoid arthritis; Ankylosing spondylitis DTP HepB Polio Hib Pediatric hexavalentvaccine N SAR Multikinase inhibitor AML SAR Anti CD38 naked mab Hematological malignancies SAR (TG101348) N JAK 2 inhibitor Myelofibrosis, refractory polycythemia N SAR IKK β inhibitor Osteoarthritis N SAR FAAH inhibitor Cancer pain N SAR (XL147) Oral PI3K inhibitor Endometrial cancer N FOV2302 Plasma kallikreininhibitor Retinal vein occlusion induced macular edema N N SAR (GRC15300) N TRPV3 antagonist Neuropathic pain, osteoarthriticpain SAR LPA 1/LPA 3 Internal medicine N Rotavirus Live Attenuated Tetravalent Rotavirus oral vaccine Streptococcus pneumonia Meningitis & pneumonia vaccine SAR (XL765) N Oral dual inhibitor of PI3K & mtor Cancer SAR (RENG727) Anti PCSK 9mAb Hypercholesterolemia N FOV2304 Bradykinin B1 antagonist Diabetic macular edema SAR Anti NGF mab Pain N N ACAM Cdiff Clostridium difficile Toxoid vaccine Rabies mab post exposure prophylaxis Rabies VRVg Purified vero rabies vaccine SAR Maytansin loaded anti DS6 Solid tumors lixisenatide + Lantus GLP 1 agonist + insulin glargine Type 2 diabetes N SAR (F598) Anti PNAG mab Serious infections SAR97276 Antimalarial Malaria N N Pseudomonas aeruginosa Antibody fragment product Prevention of ventilator associated pneumonia Tuberculosis Recombinant subunit vaccine SAR (MBX 2982) GPR 119 agonist Type 2 Diabetes N Therapeutic area SSR N CRF1 antagonist Depression; Post traumatic stress disorder Pharmaceuticals Meninge ACYW conj. 2 nd generation meningococcal conjugate Infant vaccine SAR N Urotensin II receptor antagonist Diabetic nephropathy RetinoStat Gene therapy Wet age related macular degeneration (AMD) N Oncology Cardiovascular Metabolic Disorders Thrombosis Central Nervous System Internal Medicine Ophthalmology Vaccines N New Molecular Entity

63 R&D Pipeline Summary Table New Molecular Entities and Vaccines 62 Phase I Phase II Phase III Registration Oncology Metabolic Disorders Cardiovascular TOTAL Thrombosis Central Nervous System Internal Medicine Ophthalmology Vaccines TOTAL New Molecular Entities & Vaccines

64 Anticipated R&D Newsflow 63 Key Milestones Pharmaceuticals Timing Phase III results of aflibercept in 2 nd line NSCLC (VITAL) H Phase II interim analysis of iniparib in Ovarian Cancer H Phase III results of aflibercept in 2 nd line mcrc (VELOUR) H Phase III interim analysis of aflibercept in 1 st line mhrpc (VENICE) H Phase III results of semuloparin in VTE prevention in chemo. cancer patients (SAVE ONCO) Q2/Q Lixisenatide in Type 2 diabetes Further Phase III data presentation Q2/Q Phase III results of ombrabulin in Sarcoma Q Phase II results of aflibercept in 1 st line mcrc (AFFIRM) H2 2011

65 Anticipated R&D Newsflow 64 Key Milestones Vaccines Timing Expected U.S. regulatory decision on Menactra (Infant / Toddler 9 12 months) Q Expected regulatory decision on Fluzone ID in US Q Start of Phase III efficacy trial for Dengue Vaccine in Asia Pacific and Latin America Q Start of Phase III DTP HepB Polio Hib Q Expected regulatory submission of Hexaxim TM Q Start of Phase III for IMOJEV TM in India Q3 2011

66 Appendices Finance

67 Business Net Income Statement 66 Fourth quarter 2010 Pharmaceuticals Vaccines Other Group Total % Millions of euros Q Q % change Q Q % change Q Q Q Q change Net sales 6,505 6, % 890 1,098 (18.9%) 7,395 7, % Other revenues % 7 8 (12.5%) % Cost of sales (1,942) (1,780) +9.1% (368) (445) (17.3%) (2,310) (2,225) +3.8% As % of net sales (29.9%) (28.4%) (41.3%) (40.5%) (31.2%) (30.2%) Gross profit 4,971 4, % (20.0%) 5,500 5,504 (0.1%) As % of net sales 76.4% 77.3% 59.4% 60.2% 74.4% 74.8% Research and development expenses (987) (1,075) (8.2%) (139) (139) (1,126) (1,214) (7.2%) As % of net sales (15.2%) (17.2%) (15.6%) (12.7%) (15.2%) (16.5%) Selling and general expenses (1,882) (1,825) +3.1% (175) (166) +5.4% (2,057) (1,991) +3.3% As % of net sales (28.9%) (29.1%) (19.7%) (15.1%) (27.8%) (27.0%) Other operating income/expenses (45) (13) (92) (52) 19 Share of profit/(loss) of associates* Net income from the held for exchange Merial business Net income attributable to noncontrolling interests (55) (80) (1) (55) (81) Business operating income 2,253 2, % (39.6%) 39 (40) 2,515 2, % As % of net sales 34.6% 34.4% 25.1% 33.6% 34.0% 33.8% Financial income and expenses (95) (117) Income tax expense (582) (526) Tax rate** 26.8% 23.8% Business net income 1,838 1,843 (0.3%) As % of net sales 24.9% 25.0% Business earnings per share*** (in euros) * Net of tax ** Determined on the basis of Business income before tax, associates, Merial and non controlling interests *** Based on an average number of shares outstanding of 1,304.9 million in the fourth quarter of 2010 and 1,307.0 million in the fourth quarter of 2009

68 Business Net Income Statement 67 Full year 2010 Pharmaceuticals Vaccines Other Group Total % Millions of euros FY 2010 FY 2009 % change FY 2010 FY 2009 % change FY 2010 FY 2009 FY 2010 FY 2009 change Net sales 26,576 25, % 3,808 3, % 30,384 29, % Other revenues 1,623 1, % (9.7%) 1,651 1, % Cost of sales (7,316) (6,527) +12.1% (1,371) (1,326) +3.4% (8,687) (7,853) +10.6% As % of net sales (27.5%) (25.3%) (36.0%) (38.1%) (28.6%) (26.8%) Gross profit 20,883 20, % 2,465 2, % 23,348 22, % As % of net sales 78.6% 80.2% 64.7% 62.8% 76.8% 78.1% Research and development expenses (3,884) (4,091) (5.1%) (517) (491) +5.3% (1) (4,401) (4,583) (4.0%) As % of net sales (14.6%) (15.8%) (13.6%) (14.1%) (14.5%) (15.6%) Selling and general expenses (6,962) (6,762) +3.0% (603) (561) +7.5% (2) (2) (7,567) (7,325) +3.3% As % of net sales (26.2%) (26.2%) (15.8%) (16.1%) (24.9%) (25.0%) Other operating income/expenses (3) (108) Share of profit/(loss) of associates* 1, , Net income from the held for exchange Merial business Net income attributable to noncontrolling interests (258) (426) 1 (1) (257) (427) Business operating income 10,965 10, % 1,379 1, % ,660 12, % As % of net sales 41.3% 41.1% 36.2% 33.7% 41.7% 41.0% Financial income and expenses (362) (300) Income tax expense (3,083) (3,099) Tax rate** 27.8% 28.0% Business net income 9,215 8, % As % of net sales 30.3% 29.4% Business earnings per share*** (in euros) % * Net of tax ** Determined on the basis of Business income before tax, associates, Merial and non controlling interests *** Based on an average number of shares outstanding of 1,305.3 million in 2010 and 1,305.9 million in 2009

69 Reconciliation of Business Net Income to Consolidated Net Income Attributable to Equity Holders of sanofi aventis 68 Millions of euros Q Q % change FY 2010 FY 2009 % change Business net income 1,838 1,843 (0.3%) 9,215 8, % Amortization of intangible assets (1) (848) (850) (3,529) (3,528) Impairment of intangible assets (154) (433) (372) Expenses arising from the impact of acquisitions on inventories (6) (8) (30) (27) Restructuring costs (880) (131) (1,372) (1,080) Gains and losses on disposals, and litigation (138) (138) Tax effect ,841 1,629 on amortization of intangible assets ,181 1,126 on impairment of intangible assets on expenses arising from the impact of acquisitions on inventories on restructuring costs on gains and losses on disposals, and litigation Other tax items Share of items listed above attributable to noncontrolling interests Expenses arising from the impact of the Merial acquisition Restructuring costs and expenses arising from the impact of acquisitions on associates Net income attributable to equity holders of sanofi aventis (18) (29) (32) (66) (36) (6) (58) (27) 437 1,209 (63.9%) 5,467 5, % Consolidated earnings per share (2) (in euros) (64.5%) % (1) Of which (202) million in 2010 and (53) million in the fourth quarter of 2010 linked to acquired intangible assets (licenses/products) (2) Based on an average number of shares outstanding of 1,304.9 million in the fourth quarter of 2010 and 1,307.0 million in the fourth quarter of 2009, and on an average number of shares outstanding 1,305.3 million in 2010 and 1,305.9 million in 2009

70 Consolidated Income Statements 69 Millions of euros Q Q FY 2010 FY 2009 Net sales 7,395 7,361 30,384 29,306 Other revenues ,651 1,443 Cost of sales (2,316) (2,233) (8,717) (7,880) Gross profit 5,494 5,496 23,318 22,869 Research and development expenses (1,126) (1,214) (4,401) (4,583) Selling and general expenses (2,057) (1,991) (7,567) (7,325) Other operating income/expenses (52) Amortization of intangibles (848) (850) (3,529) (3,528) Impairment of intangibles (154) (433) (372) Restructuring costs (880) (131) (1,372) (1,080) Gains and losses on disposals, and litigation (138) (138) Operating income 239 1,329 5,961 6,366

71 Consolidated Income Statements 70 Millions of euros Q Q FY 2010 FY 2009 Operating income 239 1,329 5,961 6,366 Financial expenses (138) (99) (467) (324) Financial income 43 (18) Income before tax and associates 144 1,212 5,599 6,066 Income tax expense 96 (137) (1,242) (1,364) Share of profit/loss of associates Net income excluding the held for exchange Merial business (1) 457 1,266 5,335 5,516 Net income from the held for exchange Merial business (1) Net income 491 1,289 5,721 5,691 Net income attributable to non controlling interests Net income attributable to equity holders of sanofi aventis ,209 5,467 5,265 Earnings per share (2) (in euros) (1) Reported separately in accordance with IFRS 5 (Non Current Assets Held for Sale and Discontinued Operations) (2) Based on an average number of shares outstanding of 1,304.9 million in the fourth quarter of 2010 and 1,307.0 million in the fourth quarter of 2009, and on an average number of shares outstanding of 1,305.3 million in 2010 and 1,305.9 million in 2009

72 Change in Net Debt 71 Millions of euros FY 2010 FY 2009 Business net income 9,215 8,629 Net income from the held for exchange Merial business (418) (241) Net dividends from the held for exchange Merial business Depreciation, amortization and impairment of property, plant and equipment and intangibles (1) Excluding restructuring costs (2) Net debt does not include contingent considerations for business combinations or non controlling interests 1, Net gain/loss on disposals of non current assets, net of tax (111) (25) Other items Operating cash flow before changes in working capital (1) 10,734 10,174 Changes in working capital (1) (57) (1,283) Acquisitions of property, plant and equipment and software (1,261) (1,460) Free cash flow (1) 9,416 7,431 Acquisitions of intangibles, excluding software (312) (325) Acquisitions of investments, including assumed debt (2,121) (6,334) Restructuring costs paid (892) (376) Proceeds from disposals of property, plant and equipment, intangibles, and other non current assets (net of tax) Issuance of sanofi aventis shares Dividends paid to sanofi aventis shareholders (3,131) (2,872) Acquisition of treasury shares (321) Disposals of treasury shares, net of tax Other items (269) (103) Change in net debt (2) 2,551 (2,326)

73 Simplified Consolidated Balance Sheets 72 ASSETS million (1) LIABILITIES & EQUITY 12/31/10 12/31/09 million 12/31/10 12/31/09 (1) Property, plant and equipment 8,155 7,830 Intangible assets (including goodwill) Non current financial assets, investments in associates, and deferred tax assets 44,411 43,480 Equity attributable to equityholders of sanofi aventis Equity attributable to non controlling interests 53,097 48, ,619 4,865 Total equity 53,288 48,580 Long term debt 6,695 5,961 Non current liabilities related to business combinations and to non controlling interests Non current assets 58,185 56,175 Provisions and other noncurrent liabilities 9,326 8,236 Inventories, accounts receivable and other current assets Cash and cash equivalents 6,465 4,692 Deferred tax liabilities 3,808 4,933 13,578 12,840 Non current liabilities 20,217 19,205 Accounts payable and other current liabilities Current liabilities related to business combinations and to non controlling interests Short term debt and current portion of long term debt 8,424 8, ,565 2,866 Current assets 20,043 17,532 Current liabilities 10,087 10,965 Assets held for sale or exchange 7,036 6,544 Liabilities related to assets held for sale or exchange 1,672 1,501 Total ASSETS 85,264 80,251 Total LIABILITIES & EQUITY 85,264 80,251 (1) Including effects of the measurement period adjustments on Merial s assets & liabilities in accordance with IFRS 3 (Business Combinations)