Genzyme Corporation Commences Consent Solicitation Relating to its Outstanding 3.625% Senior Notes due 2015 and 5.000% Senior Notes due 2020

CAMBRIDGE, Mass.--(BUSINESS WIRE)--Genzyme Corporation, a wholly-owned subsidiary of Sanofi, announced today that it is soliciting consents (the “Consent Solicitation”) from holders of its outstanding 3.625% Senior Notes due 2015 and 5.000% Senior Notes due 2020 (collectively, the “Notes”) to the release of the existing guarantee of the Notes by Genzyme Europe B.V. (the “B.V. Guarantee”) and certain amendments to the indenture governing the Notes, including the elimination of substantially all of the restrictive covenants contained in the indenture and the Notes (other than, among other covenants, the covenant to pay interest and premium, if any, on, and the principal of, the Notes when due) (the “Proposed Amendment”).

Sanofi is offering to issue an irrevocable guarantee of the Notes (the “Sanofi Guarantee”) in consideration of the release of the B.V. Guarantee. In addition, Genzyme is offering to pay a fee of $2.50 per $1,000 principal amount of Notes to each holder that validly delivers a properly completed and executed Consent Form. In the Consent Solicitation, Genzyme is seeking consents to all of the Proposed Amendment and the release of the B.V. Guarantee as a single proposal. Accordingly, a consent purporting to consent to only a portion of the Proposed Amendment, or to the Proposed Amendment and not the release of the B.V. Guarantee, or vice versa, will not be valid and the delivery of a consent by a holder is the delivery of a consent to all of the Proposed Amendment and the release of the B.V. Guarantee.

The adoption of the Proposed Amendment and the release of the B.V. Guarantee require the consent of holders of not less than a majority in principal amount of each series of outstanding Notes as of the record date (the “Requisite Consents”). As of May 24, 2011, $500,000,000 aggregate principal amount of the 3.625% Senior Notes due 2015 were outstanding, and $500,000,000 aggregate principal amount of the 5.000% Senior Notes due 2020 were outstanding.

The Consent Solicitation will expire at 5:00 p.m., New York City time, on June 17, 2011, unless extended by Genzyme. Only holders of record of the Notes as of 5:00 p.m., New York City time, on April 24, 2011, are eligible to deliver consents to the Proposed Amendment and the release of the B.V. Guarantee in the Consent Solicitation.

The payment of the consent fee by Genzyme and the issuance of the Sanofi Guarantee by Sanofi are conditioned upon, among other things, the receipt of the requisite consents at or prior to the expiration date, the entering into of a supplemental indenture in order to document the Proposed Amendment and certain other conditions set forth in the Consent Solicitation Statement and Prospectus, dated May 24, 2011, and the related Consent Form.

Consents with respect to the Notes may not be revoked after the time and date on which the requisite consents are received by Genzyme and Genzyme enters into a supplemental indenture and a release of guarantee.

The Consent Solicitation presents risk for holders who consent, as set forth more fully in the Consent Solicitation Statement and Prospectus. That document contains important information, and holders should read it carefully before making any decision.

Copies of the Consent Solicitation Statement and Prospectus, the related Consent Form and other related documents may be obtained from Global Bondholder Services Corporation, the Information Agent, at (866) 736-2200 (toll free). Holders of the Notes are urged to review the Consent Solicitation Statement and Prospectus and the related Consent Form for the detailed terms of the Consent Solicitation and the procedures for consenting to the Proposed Amendment and the release of the B.V. Guarantee. Any persons with questions regarding the Consent Solicitation should contact Genzyme Corporation at (617) 252-7500 or the Information Agent for any question relating to the delivery of the Consents.

This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents, the Consent Solicitation is being made solely pursuant to the above‐described Consent Solicitation Statement and Prospectus and the related Consent Form. No recommendation is being made as to whether holders of Notes should consent to the Proposed Amendment and the release of the B.V. Guarantee. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable foreign or state securities or "blue sky" laws. However, Genzyme may in its discretion take such action as it may deem necessary to lawfully make the solicitation of consents in any such jurisdiction and to extend the solicitation of consents to any holder of Notes in such jurisdiction.

About Genzyme, a Sanofi Company

Since our founding in 1981, Genzyme has been inspired by patients with serious disease and focused on making a major difference in their lives. Today we are one of the world’s leading biotechnology companies with approximately 10,000 employees serving patients in nearly 100 countries. Genzyme is a Sanofi company.

About Sanofi

Sanofi, a global and diversified healthcare leader, discovers, develops and distributes therapeutic solutions focused on patients’ needs. Sanofi has core strengths in the field of healthcare with seven growth platforms: diabetes solutions, human vaccines, innovative drugs, rare diseases, consumer healthcare, emerging markets and animal health. Sanofi is listed in Paris (EURONEXT: SAN) and in New York (NYSE: SNY).

Forward Looking Statements

This release contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results, performance, financial condition or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. Genzyme has no intention and is under no obligation to update or alter (and expressly disclaims any such intention or obligation to do so) its forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law.

Genzyme
Bo Piela, 617-768-6579

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