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
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.
