Sanofi Cvr Agreement

PARIS – October 31, 2019 – Sanofi announced today that it has entered into a settlement agreement (the “Transaction Agreement”) for the previously commenced UMB Bank, N.A., as agent against Sanofi (No. 15 Civ. 8725 (GBD) (the “Action”) currently pending in the U.S. District Court for the Southern District of New York. The complaint relates to claims against Sanofi for breach of the March 31, 2011 Potential Value Rights Agreement (the “CVR Agreement”) regarding Sanofi`s value rights (“CVRs”) issued in connection with the acquisition of Genzyme Corporation. Within 15 business days of this agreement, sanofi-aventis will amend its existing offer to purchase to satisfy the terms of the merger agreement and file a CVR registration statement with the U.S. Securities and Exchange Commission. Until this change, sanofi-aventis also announced that it has extended its current purchase offer, which expires at 5:00 p.m. .m. New York time, March 16, 2011. The transaction, unanimously approved by the boards of directors of both companies, is expected to close in early second quarter 2011, subject to normal closing conditions.

The acquisition is expected to have a positive impact on sanofi-aventis` earnings per share2 in the first year after closing and on earnings per share of €0.75 to €1.003 by 2013. As part of the deal, Sanofi would make “diligent efforts” to guide Lemtrada through the APPROVAL process of the F.D.A. and promote it like any other drug. This set a higher level than Sanofi would have had to face as part of an agreement to make only a “reasonable effort” with the drug. In certain circumstances, the terms of the CVR agreement provide for additional cash payments. The CVR is the subject of public action. The agreement is structured in such a way that the upside economic potential is shared between sanofi-aventis and Genzyme shareholders at every stage. The TRC will end on or earlier December 31, 2020, when the fourth stage of product sales has been completed.

Genzyme and sanofi-aventis will begin planning for the integration now, including the creation of a joint integration steering committee. Henri A. Termeer will resign following the transaction as Chairman of the Board, Chairman and Chief Executive Officer of Genzyme, but will advise Christopher A. Viehbacher on the integration as Co-Chairman of the Integration Steering Committee.

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