CONTINGENT VALUE RIGHTS AGREEMENT by and between SANOFI-AVENTIS and [TRUSTEE] Dated as of [ • ], 2011Contingent Value Rights Agreement • February 16th, 2011 • Genzyme Corp • Biological products, (no disgnostic substances) • New York
Contract Type FiledFebruary 16th, 2011 Company Industry JurisdictionTHIS 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.