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”).
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.
AMENDMENT AGREEMENT RELATING TO A TERM FACILITIES AGREEMENT DATED 2 OCTOBER 2010 FOR SANOFI-AVENTIS with BNP PARIBAS and SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING as Initial Mandated Lead Arrangers with SOCIÉTÉ GÉNÉRALE acting as Facilities AgentAmendment Agreement • February 16th, 2011 • Sanofi-Aventis • Pharmaceutical preparations
