Aventis Sample Contracts

EXHIBIT (C)(3) ================================================================ ================ AGREEMENT AND PLAN OF MERGER
Merger Agreement • August 22nd, 1997 • Rhone Poulenc S A • Chemicals & allied products • New York
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Amended and Restated Deposit Agreement
Deposit Agreement • October 15th, 2004 • Aventis • Pharmaceutical preparations • New York
AMENDMENT AGREEMENT
Amendment Agreement • May 20th, 2004 • Aventis • Pharmaceutical preparations

This Amendment Agreement ("Amendment Agreement") is made and entered into as of the 19th of May 2004, between Sanofi-Synthelabo, a French société anonyme ("Sanofi-Synthelabo") and Aventis, a French société anonyme ("Aventis") for the purposes of amending certain terms of the agreement entered into between the parties hereto on April 25, 2004 (the "Original Agreement").

Non-binding free translation into English for information purposes only. Original in German.] Agreement
Management Board Appointment Agreement • April 16th, 2004 • Aventis • Pharmaceutical preparations

By resolution of the Company’s supervisory board of February 7, 2003, Dr. Oldenburg has been appointed an ordinary member of the management board, effective as of March 1, 2003, for an indefinite time but at the latest until February 28, 2008.

Q&A on the Sanofi-Aventis Liquidity Arrangements
Liquidity Agreement • April 28th, 2004 • Aventis • Pharmaceutical preparations
Non-binding free translation into English for information purposes only. Original in German.] Service Agreement with Dr. Heinz-Werner Meier
Service Agreement • April 16th, 2004 • Aventis • Pharmaceutical preparations

By determination of the Supervisory Board of Aventis Pharma Germany GmbH, your appointment to the position of Chairman of the Management Board of Aventis Pharma Germany GmbH has been confirmed for the maximum duration of 5 years, effective May 16th, 2002.

Re: Supplemental Executive Retirement Plan
Supplemental Executive Retirement Plan • April 16th, 2004 • Aventis • Pharmaceutical preparations • New Jersey

The Supervisory Board has reviewed your current pension eligibility and, based on a benchmarking study, has approved a supplemental pension benefit which will provide you with an additional yearly lifetime pension of $250,000, subject to the terms and conditions described in this letter and attached legal document (the “Supplemental Pension”). This letter agreement (the “Letter Agreement”) describes the benefit applicable for you in more detail and sets forth the specific terms and conditions relating thereto.

Mr. Igor Landau Dear Igor:
Severance Agreement • April 16th, 2004 • Aventis • Pharmaceutical preparations • New Jersey
AGREEMENT
Acquisition Agreement • April 26th, 2004 • Aventis • Pharmaceutical preparations

This Agreement ("Agreement") is made and entered into as of the 25th of April 2004, between Sanofi-Synthelabo, a French societe anonyme ("Sanofi-Synthelabo") and Aventis, a French societe anonyme ("Aventis"), for the purpose of setting forth certain binding agreements in connection with the pending offers in France (the "French Offer"), Germany (the "German Offer") and the United States (the "U.S. Offer" and together with the French Offer and the German Offer collectively, the "Offers") to acquire all of the outstanding Aventis ordinary shares, including those represented by Aventis American depositary shares (the "ADSs").

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