Unassociated Document

Item Number and Caption			Location in Form of Receipt Filed Herewith as Prospectus

(1)	Name and address of depositary		Introductory Article

(2)	Title of American Depositary Receipts and identity of deposited securities		Face of Receipt, top center

	Terms of Deposit:

	(i)	The amount of deposited securities represented by one unit of American Depositary Receipts	Face of Receipt, upper right corner

	(ii)	The procedure for voting, if any, the deposited securities	Articles 15, 16 and 18

	(iii)	The collection and distribution of dividends	Articles 4, 12, 13, 15 and 18

	(iv)	The transmission of notices, reports and proxy soliciting material	Articles 11, 15, 16 and 18

	(v)	The sale or exercise of rights	Articles 13, 14, 15 and 18

	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Articles 12, 13, 15, 17 and 18

	(vii)	Amendment, extension or termination of the deposit agreement	Articles 20 and 21

	(viii)	Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts	Article 11

	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities	Articles 2, 3, 4, 5, 6, 8 and 22

	(x)	Limitation upon the liability of the depositary	Articles 14, 18, 19 and 21

(3)	Fees and Charges		Articles 7 and 8

Item 2. AVAILABLE INFORMATION

Item Number and Caption			Location in Form of Receipt Filed Herewith as Prospectus

	(b)	Statement that Sanofi-Aventis. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.	Article 11

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)(1)

Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement dated as of , 2007 among Sanofi-Aventis, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as Exhibit (a) to Registration Statement No. 333-145177 and incorporated herein by reference.

(a)(2)

Form of Amendment to Deposit Agreement, Form of Amendment to Deposit Agreement including the Form of American Depositary Receipt, is filed herewith as Exhibit (a)(2).

(b)

Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.

(c)

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

(d)

Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed as Exhibit (d) to Registration Statement No. 333-145177 and incorporated herein by reference.

(e)

Certification under Rule 466. Filed herewith as Exhibit (e).

(f)

Power of Attorney. Previously filed as Exhibit (f) to Registration Statement No. 333-145177 and incorporated herein by reference.

Item 4. UNDERTAKINGS

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. , on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on April 30, 2011.

	Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares

	By:	JPMORGAN CHASE BANK, N.A., as Depositary


	By:	/s/ Gregory A. Levendis
	Name:	Gregory A. Levendis
	Title:	Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Sanofi-Aventis certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in city of Paris, France on April 27, 2011.

	SANOFI-AVENTIS

	By:	/s/ Christopher A. Viehbacher
	Name:	Christopher A. Viehbacher
	Title:	Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Chris Viehbacher and Jérôme Contamine, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signatures	Title	Date

/s/Christopher A. Viehbacher	Chief Executive Officer and Director	April 27, 2011
Christopher A. Viehbacher	(Principal Executive Officer)

/s/Jérôme Contamine	Executive Vice President, Finance	April 27, 2011
Jérôme Contamine	(Principal Financial Officer)

/s/Serge Weinberg	Chairman of the Board of Directors	April 27, 2011
Serge Weinberg

/s/Uwe Bicker	Director	April 27, 2011
Uwe Bicker

/s/Robert Castaigne	Director	April 27, 2011
Robert Castaigne

/s/Thierry Desmarest	Director	April 27, 2011
Thierry Desmarest


/s/Lord Douro	Director	April 27, 2011
Lord Douro

/s/Jean-René Fourtou	Director	April 27, 2011
Jean-René Fourtou

/s/Claudie Haigneré	Director	April 27, 2011
Claudie Haigneré

/s/Igor Landau	Director	April 27, 2011
Igor Landau

/s/Christian Mulliez	Director	April 27, 2011
Christian Mulliez

/s/Lindsay Owen-Jones	Director	April 27, 2011
Lindsay Owen-Jones

/s/Carole Piwnica	Director	April 27, 2011
Carole Piwnica

/s/Klaus Pohle	Director	April 27, 2011
Klaus Pohle

/s/ Gérard Van Kemmel	Director	April 27, 2011
Gérard Van Kemmel

/s/Gregory Irace	Authorized Representative in the	April 27, 2011
Gregory Irace	United States

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit (1)	Proposed maximum aggregate offering price (2)	Amount of registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one-half of one ordinary share of Sanofi-Aventis	n/a	n/a	n/a	n/a

Exhibit Number

(a)(2)	Form of Amendment to Deposit Agreement (including the Form of American Depositary Receipt)

(e)	Rule 466 Certification

	x	immediately upon filing
	o	on (Date) at (Time)