AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of June 28, 2002Deposit Agreement • November 10th, 2005 • Sanofi-Aventis • Pharmaceutical preparations • New York
Sanofi Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • July 30th, 2021 • Sanofi • Pharmaceutical preparations • New York
Exhibit 99.1 AMENDMENT AGREEMENT ------------------- This Amendment Agreement ("Amendment Agreement") is made and entered into as of the 19th of May 2004, between Sanofi-Synthelabo, a French societe anonyme ("Sanofi-Synthelabo") and Aventis, a French...Amendment Agreement • May 21st, 2004 • Sanofi Synthelabo Sa • Pharmaceutical preparations
SANOFI-SYNTHELABO AND THE BANK OF NEW YORKDeposit Agreement • June 8th, 2004 • Sanofi Synthelabo Sa • Pharmaceutical preparations • New York
Exhibit 10.5 EUR 16,000,000,000 FACILITY AGREEMENT dated 26 April 2004Facility Agreement • May 5th, 2004 • Sanofi Synthelabo Sa • Pharmaceutical preparations
SANOFI-AVENTIS AND JPMORGAN CHASE BANK, N.A. As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of ________, 2007Deposit Agreement • August 7th, 2007 • Sanofi-Aventis • Pharmaceutical preparations • New York
Underwriting AgreementUnderwriting Agreement • April 10th, 2013 • Sanofi • Pharmaceutical preparations • New York
Sanofi Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • April 4th, 2024 • Sanofi • Pharmaceutical preparations • New York
From time to time, Sanofi, a société anonyme organized under the laws of the Republic of France (R.C.S. Paris No. 395 030 844) (the “Company”), may enter into one or more underwriting agreements substantially in the form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale of the debt securities designated in such Underwriting Agreement (the “Securities”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative(s) (the “Representative(s)”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as the “Agreement.” The Securities will be issued pursuant to an indenture to be dated as of [●], as supplemented from time to time (the “Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
Underwriting AgreementUnderwriting Agreement • June 19th, 2018 • Sanofi • Pharmaceutical preparations • New York
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • August 28th, 2020 • Sanofi • Pharmaceutical preparations • Delaware
THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of July 14, 2020 (the “Effective Date”), between PRINCIPIA BIOPHARMA INC., a Delaware corporation (the “Company”), and SANOFI, a French société anonyme (“Counterparty”).
Form of Retention Agreement December 20, 2009Retention Agreement • January 11th, 2010 • Sanofi-Aventis • Pharmaceutical preparations • Tennessee
In exchange for your continued service to CHATTEM, INC., a Tennessee corporation (“Chattem”), SANOFI-AVENTIS, a French société anonyme (“Sanofi”, and together with its subsidiaries, the “Company”) would like to provide you with an opportunity to receive a retention bonus on the terms and conditions set forth in this letter (the “Agreement”). This Agreement will become effective as of the date on which the shares of Company Common Stock (as defined in the Agreement and Plan of Merger by and among SANOFI-AVENTIS, a French société anonyme, RIVER ACQUISITION CORP., a Tennessee corporation and CHATTEM, INC., a Tennessee corporation, dated December 20, 2009 (the “Merger Agreement”)) are purchased in accordance with the terms of the Offer (as defined in the Merger Agreement) (the “Effective Date”). Notwithstanding anything to the contrary contained herein, this Agreement shall have no force or effect and shall be void ab initio in the event that the Merger Agreement is terminated in accordanc
REGENERON PHARMACEUTICALS, INC. 11,831,496 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2020 • Sanofi • Pharmaceutical preparations • New York
Regeneron Pharmaceuticals, Inc., a corporation organized under the laws of New York (the “Company”), Sanofi, a French société anonyme (“Sanofi”), and Aventisub LLC, a Delaware limited liability company and wholly owned subsidiary of Sanofi (“Aventisub” and together with Sanofi, the “Selling Shareholders”), confirm their respective agreements with the several underwriters named in Schedule A hereto, acting severally and not jointly (the “Underwriters”), for whom you (in such capacity, the “Representatives”) are acting as representatives, with respect to (i) the sale by the Selling Shareholders of an aggregate of 11,831,496 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth on Schedule A hereto, and (ii) the grant by the Selling Shareholders, to the Underwriters, acting severally and not jointly, of the option described
Biogen Inc. Cambridge, Massachusetts 02142Letter Agreement • February 7th, 2018 • Sanofi • Pharmaceutical preparations • Delaware
This letter agreement (this “Letter Agreement”) is entered into on the date first set forth above by and among Sanofi, a French société anonyme (“Parent”), Bioverativ Inc., a Delaware corporation (“Company”), and Biogen Inc., a Delaware corporation (“Biogen”). Reference is made to that certain Tax Matters Agreement, dated as of January 31, 2017, by and between Biogen and the Company (the “Tax Matters Agreement”). Pursuant to an agreement and plan of merger to be entered into among Parent, Blink Acquisition Corp., a Delaware corporation (“Merger Sub”), and the Company (the “Merger Agreement”), Parent will, directly or indirectly, acquire all of the outstanding shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), pursuant to a tender offer for all of the shares of Company Common Stock (the “Offer”), and, following consummation of such Offer and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, the merger
Offer To Purchase All Outstanding Shares of Common Stock of TRANSLATE BIO, INC. at $38.00 Per Share, Net in Cash by VECTOR MERGER SUB, INC., an indirect wholly owned subsidiary of SANOFIOffer to Purchase • August 16th, 2021 • Sanofi • Pharmaceutical preparations • Delaware
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of August 2, 2021 (as it may be amended from time to time, the “Merger Agreement”), among the Company, Parent and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company (the “Merger”) and the separate existence of Purchaser will cease and the Company will continue as the surviving corporation (the “Surviving Corporation”), upon the terms and subject to the conditions set forth in the Merger Agreement. The Merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and effected without a vote of the Company stockholders. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (b
CONFIDENTIALITY AGREEMENT MADE ON JANUARY 22, 2018Confidentiality Agreement • April 4th, 2018 • Sanofi • Pharmaceutical preparations • Brussels
EXCLUSIVITY AGREEMENTExclusivity Agreement • December 27th, 2019 • Sanofi • Pharmaceutical preparations • Delaware
This Exclusivity Agreement (this “Agreement”) is entered into as of December 3, 2019, by and between Synthorx Inc, a Delaware corporation (the “Company”) and Sanofi (with its affiliates, “Counterparty”).
Underwriting Agreement September 27, 2011Underwriting Agreement • September 29th, 2011 • Sanofi • Pharmaceutical preparations • New York
STOCK REPURCHASE AGREEMENT BY AND BETWEEN REGENERON PHARMACEUTICALS, INC., AND SANOFI Dated as of May 25, 2020 STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • May 29th, 2020 • Sanofi • Pharmaceutical preparations • New York
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2020 by and between Regeneron Pharmaceuticals, Inc., a New York corporation (“Regeneron”) and Sanofi, a company organized under the laws of France (“Sanofi” or the “Selling Shareholder”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • January 11th, 2010 • Sanofi-Aventis • Pharmaceutical preparations • New York
In connection with the consideration by Sanofi-Aventis (“you” or “your”) and Chattem, Inc. (the “Company”) of a potential negotiated strategic transaction between you and the Company (a “Transaction”), you have requested certain information regarding the Company and the Company has requested certain information regarding you (such party, when disclosing such information being the “Disclosing Party” and such party when receiving such information being the “Receiving Party”). In consideration of and as a condition to furnishing such information, the Company and you agree, as set forth below, to hold such information in accordance with the provisions of this agreement and to take or abstain from taking certain other actions set forth herein.
GENZYME CORPORATION Guarantee and Third Supplemental IndentureGuarantee and Third Supplemental Indenture • May 24th, 2011 • Sanofi • Pharmaceutical preparations • New York
This Guarantee and Third Supplemental Indenture, dated as of , 2011 (this “Guarantee and Third Supplemental Indenture”), is entered into among Genzyme Corporation, a Massachusetts corporation (the “Company”), Sanofi, a French société anonyme and the direct parent of the Company (the “Parent”), and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee under the indenture referred to below (in such capacity, the “Trustee”).
SANOFI-AVENTIS GROUP SAVINGS PLAN AGREEMENT =================================== =============================================Savings Plan Agreement • November 8th, 2005 • Sanofi-Aventis • Pharmaceutical preparations
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...Term Facilities Agreement • October 4th, 2010 • Sanofi-Aventis • Pharmaceutical preparations
FIRST AMENDMENT TO CONFIDENTIALITY AGREEMENTConfidentiality Agreement • March 24th, 2023 • Sanofi • Pharmaceutical preparations
This First Amendment to Confidentiality Agreement (the “First Amendment”) is made and entered into as of December 07th, 2022 (the “First Amendment Effective Date”) by and between:
Subject: Exclusivity AgreementExclusivity Agreement • March 24th, 2023 • Sanofi • Pharmaceutical preparations
In connection with the consideration by Sanofi and/or certain of its affiliates (“Sanofi”) of a possible negotiated transaction between Sanofi and Provention Bio, Inc. (the “Company” and, such potential transaction, the “Proposed Transaction”), Sanofi and the Company are entering into this letter agreement to induce Sanofi to devote the resources to investigate, negotiate and enter into a definitive agreement with respect to the Proposed Transaction.
AGREEMENT AND PLAN OF MERGER among SANOFI-AVENTIS, GC MERGER CORP. and GENZYME CORPORATION Dated as of February 16, 2011Agreement and Plan of Merger • February 16th, 2011 • Sanofi-Aventis • Pharmaceutical preparations • Massachusetts
AGREEMENT AND PLAN OF MERGER, dated as of February 16, 2011 (this “Agreement”), among Sanofi-Aventis, a French société anonyme (“Parent”), GC Merger Corp., a Massachusetts corporation and wholly-owned Subsidiary of Parent (“Purchaser”), and Genzyme Corporation, a Massachusetts corporation (the “Company”).
PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN · 75001 PARIS TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001Special Counsel Agreement • April 10th, 2013 • Sanofi • Pharmaceutical preparations
We are acting as special French counsel for Sanofi, a French société anonyme (the “Company”), in connection with the issuance and sale of $1,500,000,000 aggregate principal amount of the Company’s 1.250% Notes due April 10, 2018 (the “Notes”) pursuant to the Underwriting Agreement dated April 3, 2013 (the “Underwriting Agreement”), by and among the Company and Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the Underwriters listed in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters). The Notes are being issued in accordance with the decision of the directeur général (chief executive officer) dated April 3, 2013, and pursuant to the indenture (the “Indenture”), dated as of April 10, 2013, by and between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and the Officer’s Certificate dated April 10, 2013, establishing the fo
PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN · 75001 PARIS TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001Special Counsel Opinion • April 10th, 2013 • Sanofi • Pharmaceutical preparations
We have acted as special French tax counsel for Sanofi, a French société anonyme (the “Company”), in connection with the issuance and sale of $1,500,000,000 aggregate principal amount of the Company’s 1.250% Notes due April 10, 2018 (the “Notes”) pursuant to the Underwriting Agreement dated April 3, 2013 (the “Underwriting Agreement”), by and among the Company and Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the Underwriters listed in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters”). The Notes are being issued pursuant to the Indenture, dated as of April 10, 2013, by and between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and the Officer’s Certificate dated April 10, 2013, establishing the form and terms of the Notes pursuant to Section 301 of the Indenture (the Officer’s Certificate and the Indenture are being
PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN · 75001 PARIS TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001Special Counsel Agreement • April 10th, 2013 • Sanofi • Pharmaceutical preparations
We are acting as special United States counsel for Sanofi, a French société anonyme (the “Company”), in connection with the issuance and sale of $1,500,000,000 aggregate principal amount of the Company’s 1.250% Notes due April 10, 2018 (the “Notes”) pursuant to the Underwriting Agreement dated April 3, 2013 (the “Underwriting Agreement”), by and among the Company and Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the Underwriters listed in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters). The Notes are being issued pursuant to the Indenture, dated as of April 10, 2013, by and between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and the Officer’s Certificate dated April 10, 2013, establishing the form and terms of the Notes pursuant to Section 301 of the Indenture (the Officer’s Certificate and the Indenture are bei
CONTINGENT VALUE RIGHTS AGREEMENT by and between SANOFI-AVENTIS and [TRUSTEE] Dated as of [—], 2011Contingent Value Rights Agreement • February 16th, 2011 • Sanofi-Aventis • Pharmaceutical preparations • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—], 2011 (this “CVR Agreement”), by and between Sanofi-Aventis, a French société anonyme, with share capital of [—] and registered office at [—] (the “Company”), and [—], a national banking association, as trustee (the “Trustee”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “CVRs” and, each individually, a “Security” or a “CVR”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.
JOINT FILING AGREEMENTJoint Filing Agreement • February 19th, 2010 • Sanofi-Aventis • Pharmaceutical preparations
Each of the undersigned hereby agrees that the Statement on Schedule 13D, dated February 19, 2010 (the “Schedule 13D”), with respect to the common stock of Chattem, Inc. is, and any amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other party, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, all of which taken together shall constit
Sanofi Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • March 15th, 2016 • Sanofi • Pharmaceutical preparations • New York
AMENDMENT AGREEMENT AND WAIVER Dated 29 March 2018 SANOFI and BNP Paribas Fortis SA/NV acting as Arranger, Lender and Facility Agent RELATING TO A €4,200,000,000 TERM FACILITY AGREEMENT DATEDAmendment Agreement and Waiver • April 4th, 2018 • Sanofi • Pharmaceutical preparations
Sanofi-aventis and U.S. Biotechnology company Merrimack enter into an Exclusive Global Collaboration and Licensing Agreement for a monoclonal antibody in OncologyExclusive Global Collaboration and Licensing Agreement • October 27th, 2009 • Sanofi-Aventis • Pharmaceutical preparations
Paris, France – October 1, 2009 – Sanofi-aventis (EURONEXT: SAN and NYSE: SNY) and Merrimack Pharmaceuticals, Inc. announced today an exclusive global collaboration and licensing agreement on MM-121, a first-in-class, fully human monoclonal antibody designed to block signaling of the ErbB3 (also known as HER3) receptor, for the management of solid malignancies. MM-121 is currently in Phase 1 clinical testing.
Sanofi 54, rue La Boétie 75008 Paris, France Ladies and Gentlemen:Confidentiality Agreement • August 16th, 2021 • Sanofi • Pharmaceutical preparations
In connection with Sanofi, a French société anonyme (“you”), considering a possible negotiated transaction (a “Transaction”) involving Translate Bio, Inc. and its subsidiaries (collectively, the “Company”, and together with you, the “parties”), you have been or may be furnished with certain Confidential Information (as defined below) by or on behalf of the Company. As a condition to such Confidential Information being furnished or made available to you and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
SHAREHOLDERS’ AGREEMENT OF SANOFI-SYNTHELABOShareholder Agreement • June 25th, 2002 • Sanofi Synthelabo Sa
ELF-AQUITAINE, a French société anonyme whose share capital is €2,202,843,208, registered with the Registry of Commerce and Companies of Nanterre under number B 552 120 784, whose registered office is located at Tour ELF, 2 place de la Coupole, La Défense 6, 92400 Courbevoie, represented by Philippe JAFFRE, acting as Chairman of the Board of Directors,
