Contact: Marcus Brans, Düsseldorf: Tel.: +49 211-17 888-907

Düsseldorf, January 13, 2006 - Shearman & Sterling advised sanofi-aventis on the sale of its rights to Exubera®, an inhaled human insulin, to Pfizer. Aventis and Pfizer formed an Alliance in 1998 to jointly develop, manufacture and market an inhaled insulin, Exubera®. The contracts governing this Alliance contained change of control clauses which Pfizer chose to exercise following the acquisition of Aventis by Sanofi-Synthelabo.

Under the terms of the agreement signed on January 13, 2006, sanofi-aventis will sell its share of the worldwide rights for the development, production and commercialization of Exubera® and its share of the Diabel joint-venture, a company based in Frankfurt, Germany, and owner of the production facility which manufactures the bulk insulin used in the production of Exubera®.

For the assets and rights transferred, sanofi-aventis will receive a payment of US$ 1.3 billion net of German local taxes. The completion of the transaction is subject to certain closing conditions, notably approval from the German anti-trust authorities, and is expected to occur in the first quarter of 2006.

The following Shearman & Sterling lawyers advised sanofi-aventis on the transaction:
Dr. Heino Rück, Dr. Jochem Reichert (both partners, Corporate/M&A, Mannheim), Dr. Gottfried E. Breuninger (partner, Tax, Munich), Dr. Thomas Nägele (partner, IP, Mannheim), Christa D'Alimonte (partner, M&A, New York), Dr. Johannes Frey (partner, Tax, Frankfurt), Dr. Georg Jaeger (partner, Labor Law, Mannheim), Hans Hellmann (partner, Antitrust, Mannheim), Timothy Kautz (counsel, Capital Markets, Frankfurt), Dr. Marc Löbbe (associate, Corporate/M&A, Mannheim), Christian Engelhardt (associate, IP, Mannheim), Michaela Balke (associate, Corporate/M&A, Mannheim), Elena Rubinov (associate, M&A, New York), Stephanie Birmanns (associate, Antitrust, Brussels), Christian Wimpissinger (associate, Tax, Munich), Dirk Schade (associate, Tax, Munich).