Table of Contents Table of Contents Free Translation of the French Language Original Condensed half-year consolidated financial statements 2 Consolidated balance sheets Assets 2 Consolidated balance sheets Liabilities &

Free Translation of the French Language Original

The condensed half-year consolidated

financial statements are unaudited but have been subject to a limited review by

the statutory auditors in accordance with professional

standards applicable in France.

Condensed half-year consolidated financial statements

The accompanying notes on pages 8 to 36 are an integral part of the condensed half-year consolidated financial statements.

The accompanying notes on pages 8 to 36 are an

integral part of the condensed half-year consolidated financial statements.

The accompanying notes on pages 8 to 36 are an integral part of the condensed half-year

consolidated financial statements.

The accompanying notes on pages 8 to 36 are an integral part of the condensed half-year consolidated financial statements.

The accompanying notes on pages 8 to 36 are an integral part of the condensed half-year consolidated financial statements.

The accompanying notes on pages 8 to 36 are an integral part of the condensed half-year consolidated

financial statements.

Sanofi-aventis is a global healthcare group engaged in the research, development, manufacture and marketing of healthcare products, drugs and

vaccines. The sanofi-aventis pharmaceutical portfolio includes flagship products, together with a broad range of prescription and generic drugs and consumer health products.

Sanofi-aventis, the parent company, is a soci t anonyme (a form of limited liability company) incorporated under the laws of

France. The registered office is at 174, avenue de France, 75013 Paris, France.

Sanofi-aventis is listed in Paris (Euronext: SAN) and New York (NYSE:

The consolidated financial statements for the half-year ended June 30, 2010 were reviewed by the sanofi-aventis Board of

Directors at the Board meeting of July 28, 2010.

A.1. Basis of preparation of the half-year

consolidated financial statements and accounting policies

The half-year consolidated financial statements have been prepared and

presented in condensed format in accordance with IAS 34 (Interim Financial Reporting). The accompanying notes therefore relate to significant items for the period, and should be read in conjunction with the consolidated financial statements for the

year ended December 31, 2009.

The consolidated financial statements as of June 30, 2010 have been prepared in compliance with

standards and interpretations adopted by the European Union and with those issued by the IASB. Except as described below, the accounting policies applied as of June 30, 2010 are consistent with those described in the notes to consolidated

financial statements for the year ended December 31, 2009.

Refer to Note B.1 for a description of business combinations completed during the period.

IFRSs adopted by the European Union as of June 30, 2010 can be accessed under the heading IAS/IFRS

Standards and Interpretations via the web link:

The financial statements for the year to December 31, 2010, and the comparative information presented therein, will be prepared in compliance

with standards and interpretations applicable at that date. The information contained in this half-year report relating to the periods ended December 31, 2009 and June 30, 2010 may therefore be subject to change if new or amended standards

and interpretations are issued by the IASB and adopted by the European Union.

The preparation of financial statements requires management to make reasonable estimates and assumptions, based on information available at the

date of preparation of the financial statements, that may affect the reported amounts of assets, liabilities, revenues and expenses in the financial statements, and disclosures of contingent assets and contingent liabilities. Examples of estimates

and assumptions include:

For the purposes of the half-year financial information, and as allowed under IAS 34, sanofi-aventis has determined income tax expense on the basis

of an estimate of the effective tax rate for the full financial year. This rate is applied to Income before tax and associates. The estimated effective tax rate is based on the tax rates that will be applicable to projected pre-tax

profits or losses arising in the various tax jurisdictions in which sanofi-aventis operates.

Actual amounts could vary from these estimates.

operations of sanofi-aventis are not subject to significant seasonal fluctuations.

Business combinations completed on or after January 1, 2010 are accounted for by the acquisition method in accordance with the revised IFRS 3.

Refer to Note A.1. for a description of the main changes introduced by the revision of IFRS 3.

The main change in the scope of consolidation during the

first half of 2010 is described below:

On February 9, 2010, sanofi-aventis acquired Chattem, Inc. by successfully completing a cash tender offer. Headquartered

in Chattanooga (United States), Chattem is a major consumer health player in the United States, producing and distributing 26 branded consumer health products, toiletries and dietary supplements across various market segments. Chattem will manage

the Allegra brand, and act as the platform for sanofi-aventis over-the-counter and consumer health products in the United

States. As of June 30, 2010, sanofi-aventis held 100% of the outstanding shares of Chattem.

The provisional allocation of the acquisition cost of

Chattem is shown below:

Acquisition-related costs totaled $15 million, and were recognized as an expense in the income statement.

Since the acquisition date, Chattem has generated net sales of

149 million and business net income (see definition in Note B.18) of

55 million, and a negative contribution of

3 million to net income (including expenses recognized during the period in connection with the fair value remeasurement of the

company s assets at the acquisition date).

Other transactions completed during the first half of 2010 included:

Acquisitions of property, plant and equipment during the first half of 2010 totaled

477 million, of which

281 million related to investments in the Pharmaceuticals segment, primarily in industrial facilities

( 174 million) and plant and installations at research sites

( 69 million). The remaining

196 million related to acquisitions made in the Vaccines segment.

Movements in intangible assets during the first half of 2010 are shown below:

The provisional allocation of the acquisition cost of Chattem resulted in the recognition of intangible assets of

1,121 million, represented mainly by the value of Chattem s marketed products and brands. Goodwill on the acquisition amounted

intangible assets other than software during the first half of 2010 amounted to 163 million.

Some of the acquired research and development came into commercial use during the period, and is being amortized from the date

of marketing approval. This relates mainly to the oncology product Jevtana (cabazitaxel) in the United States.

Movements in goodwill during the period are shown below:

The line Changes in scope of consolidation also includes a goodwill adjustment of

157 million arising from the contingent purchase consideration on Fovea (acquired in 2009), recognized as a financial liability as