2

Forward Looking Statements

This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts.

These statements include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product

development and potential, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”

and similar expressions.

Although Sanofi’s

management believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Sanofi, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include among

other

things, the uncertainties

inherent

in research

and development, future clinical

data and analysis, including

post marketing, decisions

by regulatory

authorities, such

as the FDA or the EMA, regarding

whether

and when

to approve

any

drug, device

or biological

application that

may

be

filed

for any

such

product

candidates as well

as their

decisions

regarding

labelling and other

matters

that

could

affect the availability

or commercial potential

of such

product

candidates, the absence of guarantee

that

the product

candidates if approved

will

be

commercially

successful, the future approval

and commercial success

of therapeutic

alternatives, the Group’s ability to benefit from external growth opportunities, trends in exchange rates and

prevailing interest rates, the impact of cost containment policies and subsequent changes thereto, the average

number of shares outstanding as well

as those discussed or identified in the public filings with the SEC

and the AMF made by Sanofi, including those listed under “Risk Factors”

and “Cautionary Statement Regarding Forward-Looking Statements”

in Sanofi’s

annual report on Form 20-F for the year ended December 31, 2010.

Other than as required by applicable law, Sanofi does not undertake any obligation to update or revise any forward-looking information or statements.

3

Agenda

3

Key Highlights on Strategy Execution●

Christopher A. Viehbacher, Chief Executive Officer

Financial Performance

●

Jérôme

Contamine, Executive Vice President, Chief Financial Officer

Business Performance

●

Hanspeter

Spek, President, Global Operations

R&D Update

●

Dr. Elias Zerhouni, President, Global Research & Development

Conclusion

●

Christopher A. Viehbacher, Chief Executive Officer

Q&A Session

KEY HIGHLIGHTS ON STRATEGY EXECUTION

Christopher A. Viehbacher

Chief Executive Officer

4

Our Key Messages for Today

Strategy execution is on track

2011 results demonstrate importance of growth platforms and Genzyme

acquisition

2012 is a transition year

We are set to deliver sustainable growth over 2012-2015

1

2

3

4

5

Executing

Successful

Strategy

to Reposition Sanofi

Deliver sustainable growth

and generate improved

shareholder returnsAdapt structure for future

challenges and opportunities3

Pursue external growth opportunities2

Increase innovation in R&D1

66

R&D Pipeline Delivery

Significantly

Improved

in 2011

Kynamro™ (mipomersen)–

hoFH

and severe heFH

in Jul 2011 in EU

Aubagio™ (teriflunomide)–

RMS in Aug 2011 in the U.S. and Feb 2012 in EU

Lyxumia® (lixisenatide)–

Type 2 diabetes in Oct 2011 in EU

Zaltrap® (aflibercept)–

2L-mCRC in Dec 2011 in EU and Feb 2012 in the U.S.

hoFH: Homozygous Familial HypercholesterolemiaheFH: Heterozygous Familial HypercholesterolemiaVTE: Venous Thrombo

EmbolismRMS: Relapsing Forms of Multiple SclerosismCRC: Metastatic

Colorectal Cancer

Visamerin® / Mulsevo® (semuloparin)–

VTE prevention in chemo-treated patients in Sep 2011 in the U.S. and EU

7

Five new molecular

entities

submitted:

1

Kynamro™, Aubagio™, Visamerin®

/ Mulsevo®, Lyxumia®

and Zaltrap®

are registered trade names submitted to health authorities for investigational agents

Successful

Acquisition of Genzyme

in 2011

Strong management team in placeFocus on Rare Diseases and Multiple Sclerosis

Completing the integration

Ensuring manufacturing recovery

Creating synergiesAchieved synergies of $230m in 2011

Advancing R&D pipelineStrong Phase III results with LemtradaTM

Oral eliglustat

Phase III program fully recruitedCambridge positioned as primary U.S. research site

A SANOFI COMPANY

FDA and EMA approvals granted for Framingham plant to supply Fabrazyme®

Progress towards focusing Allston plant on Cerezyme®

Target inventory increase of Cerezyme®

and Fabrazyme®

1

2

3

4

8

2

€2bn Cost

Savings

Target Achieved

in 2011

Plan Plan PlanActual Actual Revised

€2bn

€1.3bn

€0.5bn

2009 2010 2011

(1)

At CER, before inflation and tax on a constant structure basis compared to 2008(2)

Not including Industrial Affairs net savings evaluated at €200m

OpEx Savings(1,2)

New plan to generate €2bn incremental cost savings by 2015

9

3

Sanofi Grew

Sales in 2011

due to Genzyme

Acquisition and Growth

Platforms

2011

€33,389m

2010

€32,367m

2009

€29,306m

2008

€27,568m

Sales

+5.3%

at CER

10(1)

In 2008 and 2009, Merial Joint Venture sales were not consolidated by Sanofi(2)

In 2010, excluding non-consolidated sales from Merial, Sanofi reported sales of €30,384m

(1) (1) (2)

2009 201120102008

% of

Total

42.7% 65.0%

Sales of Growth Platforms(1) & Genzyme

Sanofi Boosted Sales of its Growth Platforms and Significantly Reduced its Patent Cliff Exposure in 2011

(1) 2010 include sales of Merial. In 2008 and 2009, Merial Joint

Venture sales were not consolidated by Sanofi(2) Lovenox®

U.S., Plavix®

Western EU, Taxotere®

Western EU & U.S., Eloxatin®

U.S., Ambien CR®

U.S., Allegra®

U.S., Aprovel®

Western EU, Xyzal®

U.S., Xatral®

U.S., Nasacort®

U.S. -

Generic makers of oxaliplatin required to cease selling in the U.S. since June 30, 2010 but judgement is under appeal by Sun.

20112009 20102008

11

% of

Total

27.4% 9.4%

Sales of Key Genericized Products(2)

€21,703m

€11,783m

€3,152m

€7,565m

12

20112008

€3,071m

Diabetes Solutions

20112008

€6,540m

Emerging Markets(1)

20112008

€2,861m

HumanVaccines

20112008

€1,203m

Consumer Health Care

20112008

Animal Health(2)

20112008

Innovative Products(3)

€1,786m

Growth Platforms

Are on Track to Deliver Sustainable Growth Beyond the Patent Cliff

(1)

Including €347m from Genzyme in 2011(2)

Merial Joint Venture sales were not consolidated by Sanofi in 2008(3)

Multaq®

and Jevtana®

€10,133m

€4,684m €3,469m

€2,666m €2,030m

€449m

CAGR +15.7%

CAGR +15.1%

CAGR +6.6%

CAGR +30.4%

CAGR +4.4%

Geographic Sales Split Balanced in 2011

13

Note: Sales growth excluding A/H1N1 and Genzyme is : -5.7% for U.S., -10.5% for Western Europe, +10.4% for Emerging Markets, +6.3% for ROW(1)

World less North America (USA, Canada), Western Europe (France,

Germany, UK, Italy, Spain, Greece, Cyprus, Malta, Belgium, Luxembourg, Portugal, Holland, Austria, Switzerland, Sweden, Ireland, Finland, Norway, Iceland, Denmark), Japan, Australia and New Zealand(2) Japan, Canada, Australia and New Zealand

ROW

€4,169m+13.8% at CER

12.5%

United States

€9,957m+6.8% at CER

29.8%

Western Europe

€9,130m-4.0% at CER

27.3%

Emerging Markets

€10,133m+10.1% at CER

30.3%

(1)

(2)

€6.61

2011

€6.65

2010

€7.06

20092008

€5.59

Patent Cliff Impact on EPS Mitigated in 2011

Business EPS

14

-3.8% at CER

2013e2011

€2.65

2010

€2.50

2008

€2.20

2009

€2.40

15

Sanofi Increases Shareholder Returns

●

Proposed dividend(1) of €2.65 per share for 2011 results

●

Progressive increase of payout target to 50% for 2013 results(2)

●

Over €1bn of shares repurchased during 2011

●

Opportunistic share repurchase program

during 2012

Evolution of Dividend

Payout 40%

Payout 50%

(1)

To be submitted for approval by the Shareholders’

Annual General Meeting on May 4, 2012(2)

Dividend to be paid in 2014

+6%

Payout 35%

FINANCIAL PERFORMANCE

Jérôme Contamine

Executive Vice President, Chief Financial Officer

16

+€2,569m

Growth Platforms

+€1,943m

Others

-€128m

A/H1N1

-€452m

Key Genericized

Products

-€2,206m

FY 2010

€32,367m

FY 2011

€33,389m

FX Impact

-€704m

Genzyme

Genzyme and Growth Platforms Overcome Loss of Blockbusters in 2011

17

(1) Lovenox®

U.S., Plavix®

Western EU, Taxotere®

Western EU & U.S., Eloxatin®

U.S., Ambien CR®

U.S., Allegra®

U.S., Aprovel®

Western EU, Xyzal®

U.S., Xatral®

U.S., Nasacort®

U.S. -

Generic makers of oxaliplatin required to cease selling in the U.S. since June 30, 2010 but judgement is under appeal by Sun.(2) Emerging Markets, Diabetes Solutions, Vaccines, Consumer Health Care, Innovative Products & Animal Health(3) Consolidated since April 1st, 2011

FY 2011 Sales (€m)

(1)

(2)

(3)

The US$ Remained our Biggest Currency in 2011

18

2011 Currency Sales Exposure

Euro € 29.6%

U.S. $ 28.2%

Japanese ¥ 8.4%

Brazilian Real 4.4%

Chinese Yuan 3.1%

Australian $ 2.3%

Russian Ruble 2.2%

British £ 2.0%

Canadian $ 1.6%

€

/ U.S. $ sensitivity estimated at 0.3%

of 2012 EPS growth for a 1-cent movement

in the exchange rate

19

Sales and Business EPS Up +9.2% at CER in Q4 2011

€m Q4 2011 Q4 2010 % Change

(reported €)

% Change

(CER)

Net sales 8,508 7,823 +8.8% +9.2%

Other revenues 415 419 -1.0% -1.9%

Gross profit 6,202 5,770 +7.5% +7.3%

Business operating income 2,828 2,540 +11.3% +10.0%

Business net income 2,077 1,838 +13.0% +11.7%

Business EPS €1.56 €1.41 +10.6% +9.2%

CER: Constant Exchange Rates

20

FY 2011 P&L Reflects Genzyme Consolidation and Shift in Business Mix

€m FY 2011 FY 2010 % Change

(reported €)

% Change

(CER)

Net sales 33,389 32,367 +3.2% +5.3%

Other revenues 1,669 1,669 0.0% +4.0%

Cost of sales (10,426) (9,302) +12.1% +14.3%

Gross profit 24,632 24,734 -0.4% +1.9%

R&D (4,811) (4,556) +5.6% +7.4%

SG&A (8,536) (8,171) +4.5% +6.7%

Other current operating income & expenses 4 77 - -

Share of Profit/Loss of associates 1,102 1,036 - -

Minority interests (247) (257) - -

Business operating income 12,144 12,863 -5.6% -3.9%

Business operating margin 36.4% 39.7% - -

CER: Constant Exchange Rates

21

Cost of Sales of 31.2% in 2011 In-Line with Guidance

Cost of Sales (%)

31.6% 32.0%

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

●

Higher Cost of Sales in 2011 vs. 2010 as anticipated due to:

●

Loss of sales of €2,206m from key genericized products with relatively low Cost of Sales

●

Lack of A/H1N1 sales

●

Productivity improvements

●

Decrease of CoGS ratio excluding key genericized products and A/H1N1(1)

21

31.2%28.8%

(1) Lovenox®

U.S., Plavix®

Western EU, Taxotere®

Western EU & U.S., Eloxatin®

U.S., Ambien CR®

U.S., Allegra®

U.S., Aprovel®

Western EU, Xyzal®

U.S., Xatral®

U.S., Nasacort®

U.S. -

Generic makers of oxaliplatin required to cease selling in the U.S. since June 30, 2010 but judgement is under appeal by Sun.

2010 2011

14.9% 15.2%

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

14.4%14.1%

22

Tight Control over R&D Expenditures in 2011

●

2011 R&D expenses of €4,811m, up 7.4% at CER

●

Addition of €419m of R&D expenses from Genzyme

●

R&D/Sales ratio slightly up vs. 2010 to 14.4%

●

R&D expenses down 2.4% at CER excluding Genzyme reflecting transforming initiatives

22

R&D/Sales Ratio (%)

2010 2011

28.1%26.1%

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

2010 2011

25.6%25.2%

23

SG&A Expenses Excluding Genzyme

Declined in 2011

SG&A/Sales Ratio (%)●

2011 SG&A expenses of €8,536m, up +6.7% at CER

●

SG&A expenses down 2.6% when excluding Genzyme

●

SG&A/Sales ratio only slightly up

in 2011 vs. last year reflecting:

●

Lower ratio of Selling & Marketing Expenses to Sales ratio

●

Genzyme consolidation

●

Lower SG&A ratio in Q4 reflecting tight control of SG&A expense and start of Genzyme synergies

23

24

€m FY 2011 FY 2010 % Change

(reported €)

% Change

(CER)

Business operating income 12,144 12,863 -5.6% -3.9%

Net financial expenses (412) (362) - -

Income tax expense (2,937) (3,286) - -

Effective tax rate -27.0% -28.0% - -

Business net income 8,795 9,215 -4.6% -2.7%

Net margin 26.3% 28.5% - -

Business EPS €6.65 €7.06 -5.8% -3.8%

Average number of shares outstanding (in million) 1,321.7 1,305.3 - -

Patent Cliff Impact on BNI Largely Mitigated in 2011

CER: Constant Exchange RatesBNI: Business Net Income 24

From Business Net Income to Consolidated Net Income

€m 2011 2010 % Change

(reported €)

Business net income 8,795 9,215 -4.6%

Amortization of intangible assets (3,314) (3,529)

Impairment of intangible assets (142) (433)

Fair value remeasurement of contingent consideration liabilities 15

Expenses arising on the workdown of acquired inventories (476) (142)

Restructuring costs (1,314) (1,384)

Gains and losses on disposals, and litigation (327) (138)

Discontinuation of depreciation of PP&E (IFRS5) 77

Tax effect on the items listed above & other tax items 2,482 1,856

Share of items listed above attributable to non-controlling interests 6 3

Restructuring costs and expenses arising from the impact of acquisitions on associates and Merial (32) (58)

Net income attributable to equity holders of Sanofi 5,693 5,467 +4.1%

25

Restructuring Costs & Others

-977Dividend &

Share Repurchase

-2,446

Acquisitions & Licensing

-14,217

CapEx

-1,644

Net Cash from Operating Activities

+10,002

Net Debt Dec 31, 2011

Net Debt Dec 31, 2010

26

Strong Free Cash Flow Generated in 2011

+ €2,016m

(1)

Excluding Restructuring Costs(2)

Including -€754m Fx translation effect on Net Debt vs. end of Dec 2010

(1) (2)

●

Continued strong Free Cash Flow of €8,358m

●

Stable operating cash flow of €10,478m

●

CapEx limited to €1,644m despite inclusion of CapEx from Genzyme and Merial

●

Net debt below 1X EBITDA

●

Reasonable leverage

●

Low average cost of gross debt of 2.6% in 2011

In €m

-1,577

-10,859

FCF

8,358

27

CoGS: Increase productivity through Total Cost Ownership and LEAN approaches

R&D: Restructure footprint and variabilize costs(1)

Commercial Operations: Optimize field forces and marketing spend

Support Functions: Leverage shared services model

(1)

2011 R&D expenses on a proforma basis should reach around €5bn(2)

At CER, before inflation and tax on a constant structure basis

New Initiatives Combined with Genzyme Synergies to Generate Incremental Cost Savings of €2bn by 2015

Genzyme: Simplify organization and leverage Sanofi infrastructure

Cost savings

of€2bn(2)

BUSINESS PERFORMANCE

28

Hanspeter Spek

President, Global Operations

29

Growth Platforms(1)

+ €1,943mEmerging Markets: + €962m(3)

Diabetes Solutions: + €516m

CHC: + €505m

Vaccines w/o A/H1N1(4): + €242m

Innovative Products: +€208m

Animal Health: + €85m

+ €2,569m(5)

Key Genericized Products(2)

Taxotere® U.S. & Western EU: - €1,066m

Lovenox® U.S.: - €781m

Ambien® U.S.: - €357m

Plavix® Western EU: - €180m

Allegra® U.S.: - €144m

Xyzal® U.S.: - €114m

Others(2): - €240m

Total - €2,882m

Eloxatin® U.S.: + €676m(6)

Group Sales€33,389m+5.3% at CER

Growth Platforms & Genzyme Lead to Sales Growth in 2011 despite Generic Competition

(1)

Growth platforms: Emerging Markets, Diabetes Solutions, Vaccines

excluding A/H1N1, CHC, Innovative Products (Multaq®

and Jevtana®), Animal Health(2)

Other key genericized products include Aprovel®

in Western EU, Nasacort®

and Xatral®

in the U.S. (3)

Incremental quarterly sales contribution from Emerging Markets excluding other Growth Platforms and Genzyme was €148m(4)

A/H1N1 vaccine sales were €452m in 2010 (5)

Genzyme 2011 sales at 2010 exchange rates(6)

Eloxatin®

U.S. market exclusivity expected through August 9, 2012

2011 Sales Change (€m)

Total + €4,512m - €2,206mTotal

Growth Platforms Delivered Double-Digit Sales Growth in 2011

30

Emerging Markets

Consumer Health Care

Vaccines

Animal Health

Innovative Products(4)

Diabetes Solutions

€10,133m +10.4% +10.4%

€3,469m +7.2%+7.2%

€4,684m +12.0%+12.0%

€2,666m +22.8%+22.8%

€2,030m +4.3%+4.3%

excluding Genzyme & A/H1N1(2)

excluding A/H1N1(3)

€449m n/an/a

Growth is at CER (Constant Exchange Rates)(1)

2011 Growth Platforms and Genzyme sales increased by +21.7% at

CER including €452m of A/H1N1 vaccine sales in 2010 and €2,395m of Genzyme sales in 2011

(2)

2011 Emerging Markets sales increased by +10.1% at CER including

€361m of A/H1N1 vaccine sales in 2010 and €347m of Genzyme sales in 2011(3)

2011 Vaccines sales decreased by -5.5% at CER when including €452m of A/H1N1 vaccine sales in 2010 (4)

Multaq®

and Jevtana®

Growth Platforms €19,308m excluding Genzyme & A/H1N1(1)

+10.8% +10.8%

31

Aprovel® EU

Key Genericized Products(1)

Quarterly Sales (€m)

(1)

Key genericized products include Lovenox®

U.S., Plavix®

Western EU, Taxotere®

Western EU & U.S., Eloxatin®

U.S., Ambien CR®

U.S., Allegra®

U.S., Aprovel®

Western EU, Xyzal®

U.S., Xatral®

U.S., Nasacort®

U.S. -

Generic makers of oxaliplatin required to cease selling in the U.S. since June 30, 2010 but judgement is under appeal by Sun. (2) Eloxatin®

U.S. market exclusivity expected through August 9, 2012.

Patent Cliff Declined Further in Q4 2011 despite Recovery of U.S.

Eloxatin®

Sales

€744m€773m

€945m

€1,072m

Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011

€690m

% of Total Sales 13.7% 12.1% 9.3% 8.1%

Eloxatin® U.S.: €260m(2)

Lovenox® U.S. Plavix® EU

€430m

Others

8.5%

32

Emerging Markets Grew at Double-Digit Organic Rate in 2011

(1)

World less North America (USA, Canada), Western Europe (France,

Germany, UK, Italy, Spain, Greece, Cyprus, Malta, Belgium, Luxembourg,

Portugal, Holland, Austria, Switzerland, Sweden, Ireland, Finland, Norway, Iceland, Denmark), Japan, Australia and New Zealand(2)

Growth is at CER. Merial sales consolidated from 2010 (€1,983m in 2010). A/H1N1 sales in Emerging Markets were €361m in 2010. Genzyme sales in Emerging Markets were €347m in 2011.

+16%

+9%

2011

€10.1bn

201020092008200720062005

€5.0bn

Emerging Markets Sales●

Record Emerging Markets(1)

sales of €10,133m in 2011●

+10.1% at CER ●

+10.4% excluding Genzyme and A/H1N1 sales(2)

●

30.3% of Group sales●

Strong sales in BRIC of €3,467m●

+14.9% at CER●

+19.8% excluding Genzyme and A/H1N1 sales(2)

33

(1)

World less North America (USA, Canada), Western Europe (France,

Germany, UK, Italy, Spain, Greece, Cyprus, Malta, Belgium, Luxembourg, Portugal, Holland, Austria, Switzerland, Sweden, Ireland, Finland, Norway, Iceland, Denmark), Japan, Australia and New Zealand(2) Genzyme sales in Emerging Markets were €115m in Q4 2011(3) Growth at CER excluding A/H1N1 vaccines and Genzyme

Acceleration in Emerging Markets in Q4 2011 Driven by Strong Performance in LatAm and Asia

●

Q4 2011 Emerging Markets(1)

sales of €2,649m

●

Growth of +13.8% at CER without Genzyme or +18.7% at CER with Genzyme(2)

Emerging Markets Q4 2011 Sales Split(3)

€476m

€634m€667m

€827m

LatinAmerica

EasternEurope &

Turkey

Asia Africa &Middle East

+21.0%

+4.9% +15.6%

+9.8%

33

Other Emerging Markets +10.6%

BRIC (Brazil, Russia, India, China)

+20.2%

Q4 2011 Growth Rates at CER without Genzyme

34

+17.8%

+14.6%+14.5%+13.2%

Q1 2011 Q2 2011 Q3 2011 Q4 2011

Diabetes Shows Impressive Double Digit Sales Growth in all Four Quarters of 2011

Quarterly Sales (€m)(1)

€1,054m

(1)

Growth at CER (Constant Exchange Rate)

●

Strong performance of Diabetes with 2011 sales of €4,684m, up +12.0% at CER

●

Lantus®

2011 sales of €3,916m, +15.0% at CER●

Lantus®

quarterly sales >€1bn for the first time

●

Growth of +16.7% in the U.S. related to increased market penetration of SoloSTAR®

(50%)●

Strong Emerging Markets sales up +30.7%

●

Nordic study confirms Sanofi’s confidence in the safety of Lantus®

35

Robust CHC Growth Boosted by Allegra®

Launch in 2011

(1)

Growth at constant perimeter and exchange rate for FY 2011: +14.1% (2)

Internal estimate based on Nicholas Hall dB6 OTC database(3)

A.C. Nielsen Food, Drug and Mass excluding Walmart (represents 64% of all outlets) 13-week period ending December 24, 2011

€1,203m€1,430m

€2,217m

€2,666m

FY 2008 FY 2009 FY 2010 FY 2011

Annual Sales (€m)●

Record 2011 CHC sales of €2,666m, +22.8%(1) at CER●

Sanofi now among Top 5 OTC companies globally(2)

●

Allegra®: most successful OTC launch in the U.S. in 2011 with sales of €211m●

#2 brand in the category(3)

●

#1 OTC brand for Sanofi globally

●

Investing in the dynamic CHC market in China (BMP Sunstone) and India (Universal Medicare)

+22.8% at CER

36

Becoming a Significant Regional Player in Generics

(1)

Gx organic growth is +14.6% in FY 2011

Annual Sales (€m)●

Solid 2011 sales of €1,746m, up +16.2%(1) at CER

●

Strong Q4: €488m, +21.0% at CER

●

AGx of Lovenox®

available in the U.S. market

●

Over €1bn of sales in Emerging Markets in 2011 (62.5% of Gx sales)

●

+14.0% in Emerging Markets

●

Roll-out of Medley in LatAm

2009 2010 2011

U.S.

Emerging Markets

Western Europe

Others€1,746m

€1,534m

€1,012m

2011 Sales Split by Region

37

Merial Showed Strong Resilience in 2011 despite Competitive Challenges

(1) Positive U.S. court ruling barring further sales of Cipla and Velcera’s generics and ordering seizure of U.S. inventory in possession of generic makers on August 21, 2011

●

2011 sales of €2,030m, up +4.3% at CER●

Companion Animals segment sales of €1,277m, +1.8% despite temporary U.S. generic competitor of Frontline®

Plus(1) and new U.S. competitor

●

Solid Production Animals segment sales of €753m, +8.9% at CER

●

Acceleration of Emerging Markets sales up +12.4% at CER to €507m

●

Rebound in Q4 with sales of €470m, up +10.0% at CER●

Recovery of Frontline®

Plus(1)

●

Increased uptake of Certifect®

in the U.S.

40% U.S.

27%

WesternEurope

EmergingMarkets

Other Countries

25%

8%

Vaccine Sales Driven by Growth in Emerging Markets and Sustained Performance in Mature Markets in 2011

38(1) FY 2011 sales down -5.5% including A/H1N1

●

FY 2011 sales: €3,469m, +7.2% excluding A/H1N1(1)

●

Record year for flu (€826m, +2.5%) supported by differentiation strategy

●

Emerging Markets up +10.7% excluding A/H1N1

●

Solid Q4 excluding influenza ●

Strong Pentaxim®

in Emerging Markets and Adacel®

globally●

Menactra®

(€93m, +43.2%) driven by booster recommendations in U.S. and global launches

●

Q4 flu sales reflect early shipments of Fluzone®

in the U.S. 2011

€3,469m

2010

€3,808m

Seasonal InfluenzaPandemic Other

Meningitis/PneumoTravel/EndemicAdult Boosters

Polio/Pertussis/Hib

FY 2011 Sales

+7.2% excluding

A/H1N1

-5.5% including

A/H1N1

39

Q2 2011 Q3 2011 Q4 2011

Genzyme Recovery On Track

Quarterly Sales(1) (€m)

&

●

FY 2011 Genzyme consolidated sales reached €2,395m, +7.7%(1,2)

●

Q4 2011 sales of €831m, +0.8%(2)

●

Rare Diseases sales of €346m•

Solid performance of Myozyme®/ Lumizyme®

of €108m, +15.9%

•

Cerezyme®

and Fabrazyme®

sales constrained by supply

●

Good performance of Renagel®/ Renvela®

and Synvisc®

franchise

●

EMA and FDA approvals granted for Framingham plant in Jan 2012●

Complete return to normal supply levels of Fabrazyme®

to begin in

Q2 2012

& Other s

(1) Genzyme sales are consolidated since April 1, 2011(2) Change on a constant structure basis and at constant exchange rates

€796m €768m€831m

Others

R&D UPDATE

40

Dr. Elias Zerhouni

President, Global Research & Development

Executing our R&D Strategy

GlobalR&D

Goals

An efficient global R&D organization Maximize synergies and convergence around Hub modelExploit economies of scale Improve R&D cost structure

Focus on high-value projects Execute on late-stage projectsMedical value and translational feasibility to guide early-stage

portfolio prioritization

Establish new models of external innovationEnhance the value of external opportunities and partnershipsCreate open and creative model of pharma-biotech partnership

e.g. Warp Drive Bio

41

Focusing on Delivering a Promising Development Portfolio

Achieve Regulatory Milestones

•

Lemtrada™•

Aubagio™•

Lyxumia® (1)

•

Zaltrap® (2)

•

Visamerin®

•

Kynamro™ (3)

Fastrack Next Wave of Late-Stage Projects

•

New glargine formulation•

Glargine-lixisenatide combo•

Dengue vaccine•

Eliglustat•

Anti-PCSK-9 mAb

EU/U.S.

EU

EU/U.S.

EU/U.S.

EU

•

Otamixaban•

Sarilumab•

JAK-2 inhibitor•

Iniparib•

Ombrabulin

Short-term opportunities

Mid-term opportunities

Submitted

42

Lemtrada™, Aubagio™, Lyxumia®, Zaltrap®,

Visamerin®

and Kynamro™ are registered trade names submitted to health authorities for investigational agents(1) In-licensed from Zealand Pharma A/S(2) Partnership with Regeneron (3) In-licensed from Isis Pharmaceuticals

Unmet need 3

Efficacy with manageable safety

Unmet need 2

Convenience &

efficacy

Early MS/CIS(1) RRMS(2)

and early active MS

RMS(3)

severe/ highly active

Emergence of a Franchise Addressing the Full Spectrum of Patient Needs in Multiple Sclerosis

Lemtrada™

43

Aubagio®

Unmet need 1

Convenience &

safety

Rebif®

Lemtrada™

Aubagio™

CIS –

Clinically Isolated Syndrome, TOPIC Phase III study presently ongoing RRMS –

Relapse Remitting Multiple SclerosisRMS –

Relapsing Multiple Sclerosis

Genzyme -

MS

43

A Unique Value Proposition: Superior Efficacy with Convenient Annual Dosing

CARE-MS I CARE-MS II

Patients 581 840

Study Duration 2 years 2 years

Patient Population

Treatment naïve

Relapsed on prior treatment

Treatment Arms

Alemtuzumab vs. IFNβ

1aAlemtuzumab

vs. IFNβ

1a

Relapse Rate Reduction at 2 Years(1)

55%(p<0.0001)

49%(p<0.0001)

Sustained Accumulation of Disability Reduction in

6 Months(1)30%

(ns)42%

(p=0.0084)

●

Superior efficacy demonstrated in Phase III vs. Rebif®

●

Manageable safety:

●

Well-characterized and consistent across studies

●

Effective risk management procedures in place

●

FDA Fast Track designation granted

(1)

Co-primary endpoints in CARE-MS I and CARE-MS II 44

Genzyme -

MS

45

Aubagi A Once-Daily Oral Therapy with Comparable Efficacy to Injectable Interferon

●

Efficacy demonstrated in TEMSO on both Relapse Rate and Disability Progression at 14mg

●

No superiority vs. Rebif®

in TENERE but lower rate of TEAE-

related discontinuation

●

Manageable safety

with up to 10 years of follow-up

(1)

Adjusted for Expanded Disability Status Scale score strata at baseline and takes duration of treatment into account.TEAE –

Treatment Emergent Adverse Events, ARR –

Annualized Relapse Rate, RRR –

Relative risk reduction, HRR –

Hazard ratio reduction

0 0,1 0,2 0,3 0,4 0,5 0,6

T. 14 mg

T. 7 mg

Placebo

TEMSO: Reduction in Adjusted(1) ARR

RRR: 31.2%p=0.0002

RRR: 31.5%p=0.0005

0 12 24 36 48 60 72 84 96 1080%

20%

10%

HRR: 23.7%p=ns

HRR: 29.8%p=0.0279

30%PlaceboT. 7 mgT. 14 mg

Week

TEMSO: Reduction in Disability Progression (%)

Genzyme -

MS

A GLP-1 Agonist with Unique Post-Prandial Effect and One Step Titration

MonoMono Japan

Drug naïve patients

Placebo-controlledin OAD failure

M (metformin)

F1 (metformin)

M Asia (metformin)

S (sulfonylurea)

P (pioglitazone)

X vs. exenatideActive-controlled

L

L AsiaPlacebo-controlled on

top of basal insulin

Placebo-controlled Secondary prevention

Cardiovascular Outcomes Study

Reported

Lixisenatide was in-licensed from Zealand Pharma A/S. Lyxumia®

is the intended trademark for lixisenatide. Lixisenatide is currently not approved or licensed anywhere in the world. 46

Duo 1 (Lantus®)

Consistent GLP-1 class effects of A1c reduction and weight loss

Pronounced effect on post-prandial glucose

Favorable safety profile with low risk of hypoglycemic events

OD injection, simple 1 step to maintenance dose, 1 pen per dose

Lyxumia® Profile

®Diabetes

Ongoing

●

3 positive GetGoal trials with Lyxumia®

on top of basal insulin

●

A1c target and PPG control achieved when used on top of Lantus®

in GetGoal-Duo 1(3)

●

Development of injection device for variable Lantus®

dose with fixed Lyxumia®

dose on track for Phase III initiation early 2013

T2D Patients Treated with Basal Insulin(1)

(worldwide)

On basal insulin On basal insulinwith controlled fasting

glucose controlbut A1c >7%

4 million

on other

basal insulins(2)

4 million

on Lantus®

4 million

T2D –

Type 2 Diabetes, A1C –

Glycated hemoglobin, PPG –

Post Prandial Glucose(1) Adapted from IMS data(2) Includes all types of basal insulins(3) Top line results press release (6 Dec 2011) –

Full results expected at a forthcoming scientific meeting

Optimal Complementary Pharmacological Profile with Basal Insulins

Diabetes®

47

New Glargine Formulation with Unique Pharmacokinetics

48

New Insulin Glargine Formulation Depot formation after subcutaneous injection

PK/PD: Pharmacokinetic/pharmacodynamicT2D: Type 2 Diabetes

Schematic illustration

●

New glargine formulation provides

●

Unique flat PK/PD profile

●

Lower injection volume

●

Phase III trials recently initiated in T2D high dose insulin users

●

Targeting ~1,600 patients

Diabetes

Lantus® New Glargine Formulation

Strenghtening our Portfolio of Oncology Drugs

49

●

A novel VEGF trap acting on multiple angiogenic targets

●

Previously treated metastatic colorectal cancer

●

VELOUR: Significant improvement in Overall Survival

●

Manageable safety profile consistent with previous studies

Zaltrap®

aflibercept

NSCLC –

Non Small Cell Lung Cancer

VTE –

Venous Thrombo Embolism (includes Deep Venous Thrombosis and Pulmonary Embolism)

Oncology

●

Only ultra-LMWH effective in reducing VTE risk reduction in chemo-treated cancer patients

●

Without impact on major bleeding incidence

●

Treatment effect consistent across solid tumor types, stages and geographical regions

Kynamro™: Targeting Rare Familial Hypercholesterolemias

50

(1) Patients for hoFH and Severe FH in US and EU marketshoFH –

Homozygous Familial HypercholesterolemiaSevere FH –

Severe Familial Hypercholesterolemia = treated LDL-C CHD –

Coronary Heart DiseaseheFH –

Heterozygous familial hypercholesterolemia

●

Four Phase III trials conducted in severe FH forms

●

Significant reduction in LDL-C when added to a regimen of maximally tolerated statin dose and other lipid lowering therapies

●

Liver fat stabilized or decreased in some patients with treatment beyond 12 months

●

Sustained reduction in apo B production decreased LDL and Lp(a) HeFH:

1 million patients

HoFH Severe FH

Understanding Rarity

~40,000 patients(1)

On statins: 60 million patients

Genzyme -

Rare Diseases

PCSK9 mAb: a First in Class Addressing Unmet Needs in Hypercholesterolemias

51

LDL-C Dose Response (Phase Ib) Atorvastatin Combo-Rx, heFH & Non-FH Combined

Mean Percent Change from Baseline in Calculated LDL-C (%)

= Dose administered

Placebo 50 mg 100 mg 150 mg

CHD –

Coronary Heart Disease, heFH –

Heterozygous familial hypercholesterolemia , ACC –

American College of Cardiology(1) Cohen JC. N Engl J Med 2006;354(12):1264-72

●

Landmark study demonstrated that when PCSK9 is disabled, cholesterol and risk of CHD are greatly lowered(1)

●

Preliminary Phase II data●

>65% LDL-C reduction in FH and primary hypercholesterolemia on top of baseline statin use

●

Generally safe and well tolerated

●

Phase III targeted to start Q2 2012

G. Swergold et al. Circulation 2011; 124: A16265

Metabolic Disorders

Otamixaban: Providing Superior Outcomes while Simplifying Treatment during Interventional Procedures

●

Despite current therapies, death, MI, and readmission rates remain high

●

Otamixaban is the first IV direct and selective factor Xa inhibitor with quick onset/offset

●

27 to 42% risk reduction in ACS complications including death and MI in Phase Il(1)

●

Phase III TAO study ongoing and expected to complete by end 2012

(1) The Lancet, Volume 374, Issue 9692, Pages 762 -

764, 5 September 2009 NSTE-ACS –

Non-ST-Elevation Acute Coronary Syndrome, MI –

Myocardial Infarction, UFH –

Unfractionated Heparin

TAO StudyModerate-to-high risk NSTE-ACS with

planned early invasive strategy (n=13,220)

Primary endpoint:Death/Myocardial Infarction @ day 7

Otamixaban Regimen 2(n=1,969)

Otamixaban Regimen 1(n=1,969)

UFH + Eptifibatide

(n=1,969)

R

Thrombosis

52

Sponsor-blinded interim analysis

Eliglustat: a Novel Oral Therapy in Gaucher Disease(1)

●

Potent, novel substrate inhibitor

●

Convenience of oral therapy ●

Eliminating challenges of infusing patients

●

Clinical profile expected to be similar to Cerezyme®

●

4-year Phase II data at WORLD congress in February 2012

●

Phase III trials fully recruited

53

(1) Investigational drug (2) Patient from Phase II clinical trialWORLD –

World Organization of Research on Lysosomal Diseases

Genzyme -

Rare Diseases

December 2006pre-treatment (18 years)

December 20093 years post treatment (21 years)(2)

54

Dengue Vaccine: Addressing a Growing Global Threat

Ambitious R&D Program

●

Global Phase III program (43,000 individuals)

●

1st

efficacy results expected by end of 2012

●

First submissions planned in 2013

Significant Disease Burden

●

Estimated 220m dengue infections worldwide per year

●

2m cases of Hemorrhagic Fever

●

>500,000 hospitalizations and >20,000 deaths / year

●

Dengue: a public health priority in Asia and Latin America

Vaccines

54

Rare Diseases & MS

DiabetesOncologyOther Pharma

Ophthalmology

Vaccines

Eighteen Potential New Launches over 2012-2015

58

Kynamro™ (mipomersen)

14

18

Lemtrada™ (alemtuzumab)

Aubagio™ (teriflunomide)

Lyxumia®

(lixisenatide)

Zaltrap®

(aflibercept)

Visamerin®

(semuloparin)Hexaxim®

ombrabulin

Dengue vaccine

eliglustat

SAR302503 (JAK-2 inhibitor)

otamixaban

DTP-HepB- Polio-Hib

FOV1101 (prednisporin)

SAR236553 anti-PCSK-9 mAb

iniparib

2012 2013 2014 2015

Cumulative Number of Projects Pharmaceuticals (excluding LCM) and Vaccines

Fluzone® QIV IM

Quadracel®

Note: Scope includes pharmaceuticals NMEs (excluding LCM –

Life cycle management) and vaccines. Only first launches in a given market are mentioned.55

hoFH

–

Homozygous Familial Hypercholesterolemiam-CRC –

Metastatic Colorectal CancerRMS –

Relapsing forms of Multiple Sclerosis

Multiple Important Catalysts in 2012

56

Zaltrap®, Lemtrada™, Aubagio™ and Kynamro™ are registered trade names submitted to health authorities for investigational agents

2012Expected Regulatory Submissions Q1 Q2 Q3 Q4●

Kynamro™ (mipomersen) in hoFH in the U.S. ●

Lemtrada™ (alemtuzumab) in RMS in the U.S. and EU ●

Lyxumia® (lixisenatide) in Type 2 diabetes in the U.S. Expected Headline Data Releases

●

Zaltrap® (aflibercept) -

Phase III results in 1st

line prostate cancer (VENICE) ●

Aubagio™ (teriflunomide) -

Phase III results in RMS (TOWER) ●

Lantus® -

Phase III results in reduction in CV morbidity & mortality (ORIGIN) ●

Otamixaban -

Phase III study completion in ACS Expected Phase III Study Initiations

●

New insulin glargine formulation -

Phase III in diabetes (EDITION)

●

Anti-PCSK-9 mAb -

Phase III trials in hypercholesterolemia

CONCLUSION

Christopher A. Viehbacher

Chief Executive Officer

57

2012 Is a Transition Year for Sanofi

58(1)

Avapro®

U.S. patent expiry on March 30, 2012, Plavix®

U.S. paediatric exclusivity expiry in May 17, 2012 and Eloxatin®

loss of exclusivity expected on August 9, 2012 58

Tailwinds

●

Performance of our growth platforms

●

Benefit of Genzyme consolidation for one additional quarter (Q1 2012)

●

Continued discipline on costs

●

Expected U.S. generic competition for Avapro®, Plavix®

and Eloxatin®(1)

●

Full-year impact of Taxotere®

generic

●

U.S. launch of 2nd

enoxaparin generic

●

Copaxone®

agreement terminating in early Q1 2012

Headwinds

EPS Guidance for FY 2012

2012 Will Be a Turning Point towards Sustainable Growth

59

(1)

Avapro®

U.S. patent expiry on March 30, 2012, Plavix®

U.S. paediatric exclusivity expiry in May 17, 2012 (2)

Growth is at CER (Constant Exchange Rates)(3)

FY 2011 Business EPS: €6.65 59

●

As announced last September, the loss of Plavix®

and Avapro®

exclusivity in the U.S. is anticipated to impact the 2012 business net income by around €1.4 billion at CER(1)

●

Taking into account this impact, the performance of growth platforms, contribution from Genzyme and cost control as well as other generic competition should lead to a 2012 business EPS

12% to 15% lower

than 2011 at CER, barring major unforeseen adverse events(2,3)

Continued Execution of Strategy Expected to Deliver Sustainable Growth 2012-2015

2012-2015 Sales CAGR

Diversified sources of growth

Scale in businesses with significant barriers to entry

Low small molecule patent exposure in mature markets(1)

Large Emerging Markets presence(2)

Potential new product launches(3)

Operating margin evolution

2012-2015 Business EPS CAGR

Increased dividend payout ratio(4)

(1)

2012 sales from chemical products exposed to patent expiry in the U.S., Japan and Western Europe over 2012/2015(2)

Based on 2015 internal estimates(3)

Over 2012-2015(4)

Dividend paid in 2014

~6%

50% of 2013 results

18

38-40%

Rebounding

> Sales CAGR

At least 5%

60

Q&A SESSION

61

APPENDICES

R&D Pipeline

62

63

Late Stage Pipeline –

Pharma & Vaccines

N New Molecular Entity

G GenzymeCentral Nervous System

Genetic diseases

OncologyMetabolic Disorders

Vaccines

Internal Medicine

RegistrationPhase III

Biosurgery

* ORIGIN: Evaluation of Lantus®

in reducing cardiovascular morbidity & mortality

iniparib (BSI-201)

squamous NSCLC

MACI®Cell-based treatment

Articular cartilage defects

Quadracel®

Diphtheria, tetanus, pertussis

& polio vaccine; 4-6 y of age

Hexaxim®

DTP-HepB-Polio-Hib vaccine

aflibercept VEGF-Trap 1st line AIPC

otamixaban Direct Xa inhibitor

ACS

Fluzone® & VaxiGrip® QIV IM Quadrivalent inactivated

influenza vaccines

Plavix®

clopidogrel bisulfate PAD, STEMI, Japan

ombrabulin (AV88E8062)

Vascular disrupting agent

Sarcoma

Lantus®

insulin glargine

ORIGIN*

Dengue Mild-to-severe

dengue fever vaccine

semuloparin (AVE5026)

Indirect Xa/IIa inhibitor

VTE prevention in cancer patients

Clolar® / Evoltra®

Purine nucleoside analogAdult acute myeloid leukemia (AML)

lixisenatide (AVE0010)

GLP-1 agonist Type 2 diabetes

DTP-HepB-Polio-Hib Pediatric hexavalent vaccine

teriflunomide Relapsing forms of multiple sclerosis

(RMS) –

monotherapy, U.S. / EU

SAR302503 (TG101348)

JAK-2 inhibitor

Myelofibrosis

New formulation Insulin glargine

Type 1+2 diabetes

Allegra®

fexofenadine

Dry syrup, Japan

mipomersenApolipoprotein B-100 antisense

hoFH and severe heFH, EU

teriflunomide Multiple sclerosis

(monotherapy, adjunct therapy & CIS)

mipomersenApolipoprotein B-100 antisense

hoFH (U.S.)

sarilumab (SAR153191)

Anti-IL-6R mAb

RA

lixisenatide (AVE0010)

GLP-1 agonist Type 2 diabetes, EU

alemtuzumab Anti-CD52 mAb

Multiple sclerosis

eliglustat tartrateGlucosylceramide synthetase inhibitor

Gaucher disease

Lantus®

insulin glargine

Pediatric, EU

aflibercept VEGF-Trap

2nd

line mCRC, U.S. / EU

N

G

G

N

N

N

N

N

G

N

G

Thrombosis

N

G

N

63

N

G

N

64

Early Stage Pipeline –

Pharma & Vaccines

N New Molecular Entity

G Genzyme

Central Nervous SystemOncologyMetabolic Disorders

VaccinesInternal Medicine

Phase II

Ophthalmology

iniparib (BSI-201)

Ovarian cancer, non-squamous NSCLC, neoadjuvant breast cancer

FOV1101 FDC prednisolone/ cyclosporine

Allergic conjunctivitis

SAR113945 IKK-β

inhibitor

Osteoarthritis

SAR3419 Maytansin-loaded anti-CD19 mAb

B-cell malignancies (DLBCL, ALL)

safotibant (FOV2304)

Bradykinin B1 antagonist

Diabetic macular edema

SAR231893 Anti-IL4 mAb

Asthma; Atopic dermatitis

SAR256212 (MM-121)

anti-ErbB3 mAb

Breast cancer, NSCLC

SAR164877 Anti-NGF mAb

Pain

(on clinical hold)

ferroquine Antimalarial

Malaria

SAR245408 (XL147)

Oral PI3K inhibitor

Endometrial cancer, Breast cancer

SAR110894 H3 antagonist

Alzheimer's disease

fresolimumabTGFβ

antagonistFibrosis

SAR245409 (XL765)

Oral dual inhibitor of PI3K & mTOR

Breast cancer, NHL

ACAM-Cdiff Clostridium difficile

Toxoid vaccine

SAR97276 Antimalarial

Malaria

ombrabulin (AVE8062)

Vascular disrupting agent

Ovarian 2nd

line, NSCLC 1st

line

Rabies VRVg Purified vero rabies vaccine

SAR279356 (F598)

Anti-PNAG mAb

Serious

infections

SAR302503 (TG101348)

JAK-2 inhibitor

Polycythemia vera

Meninge ACYW conj. 2nd

generation meningococcal

Conjugate infant vaccine

SAR236553 (REGN727)

Anti-PCSK-9 mAb

Hypercholesterolemia

N

N

N

N

N

N

N

N

N

N

G N

64

N

N

N

N

65

Early Stage Pipeline –

Pharma & Vaccines

Phase ISAR153192

Anti-DLL4 mAb

Solid tumors

Genz644282 Topoisomerase-1 inhibitor

Solid tumors

Gene therapy (AAV-AADC)

Parkinson's disease

Rotavirus Live Attenuated Tetravalent

Rotavirus oral vaccine

SAR256212 (MM-121) anti-ErbB3 mAb

Ovarian cancer

Mozobil® (plerixafor)

CXCR4 Antagonist

AML

Acid sphingomyelinase Niemann-Pick type B

Streptococcus pneumonia Meningitis & pneumonia vaccine

SAR650984 Anti-CD38 naked mAb

Hematological malignancies

GC1008 Anti-TGFβ

mAb

Solid tumors

SAR339658 VLA 2 antagonist

Inflammatory Bowel disease

Pseudomonas aeruginosa Antibody fragment product

Prevention of ventilator-associated pneumonia

SAR302503 (TG101348)

JAK-2 inhibitor

Incyte resistant MF

Oral clofaribine Purine nucleoside analog

Myelodysplastic syndrome

SAR292833 (GRC15300)

TRPV3 antagonist

Neuropathic pain, osteoarthritic pain

Tuberculosis Recombinant subunit vaccine

SAR566658 Maytansin-loaded anti-DS6

DS6 positive solid tumors

SAR407899 Rho kinase inhibitor

Diabetic nephropathy

SAR100842 LPA-1/LPA-3

Skin manifestation of scleroderma

RetinoStat®

Gene therapy Wet age-related macular degeneration (AMD)

SAR307746 (REGN910)

Anti-Ang2 mAb

Solid tumors

lixisenatide + Lantus®

GLP-1 agonist + insulin glargine

Single pen device / Type 2 diabetes

SAR156597 IL4/IL13 Bi-specific mAb

Idiopathic Pulmonary Fibrosis

StarGen®

Gene therapy

Stargardt disease

SAR125844 Met kinase inhibitor

Solid tumors

SAR164653 Cathepsin A inhibitor

CV-related complications & deaths in diabetic patients

SAR114137 Cathepsin S/K inhibitor

OA pain & Peripheral neuropathic pain

Gene therapy (sFLT-01)

Age related Macular Degeneration

(AMD)

Combinations SAR245408 / MSC1936369B

SAR245409 / MSC1936369B

SAR126119 TAFIa inhibitor

Acute ischemic stroke

SAR411298 FAAH inhibitor

Cancer pain

N

N

N

N

N

N

G

G

N

N

G

G

N New Molecular Entity

G Genzyme

Central Nervous System

Genetic diseasesOncologyMetabolic Disorders

VaccinesInternal Medicine

ThrombosisOphthalmology

N

N

N

N

N

N

N

N

N

G

G N

NG

65

N

N

66

Phase I Phase II Phase III Registration TOTAL

Oncology 7 4 3 1 15

Metabolic Disorders 2 1 0 2 5

Thrombosis 1 0 1 1 3

Central Nervous System 2 2 0 1 5

Internal Medicine 4 6 1 0 11

Ophthalmology 3 2 0 0 5

Genetic Diseases 2 0 1 0 3

Vaccines 4 3 5 1 13

TOTAL 25 18 11 6

R&D Pipeline Summary Table New Molecular Entities (NMEs) and Vaccines

43 17NMEs & Vaccines

47

60

66

67

Expected R&D Milestones -

Pharmaceuticals

67

Product Event Timing Status

New insulin glargine formulation Start of Phase III program in diabetes (EDITION) Q1 2012

Zaltrap® Regulatory resubmission in 2nd

line mCRC in U.S. Q1 2012

AubagioTM Regulatory submission in MS in EU Q1 2012

KynamroTM Regulatory submission for hoFH in U.S. Q1 2012

LemtradaTM Regulatory submission in MS in EU and U.S. Q2 2012

Zaltrap® Phase III results in 1st

line AIPC (VENICE) Q2 2012

anti-PCSK-9 mAb Initiation of Phase III program in hypercholesterolemia Q2 2012

ombrabulin Phase II results in 1st

line NSCLC, 2nd

line ovarian Q2/Q3 2012

68

Expected R&D Milestones –

Pharmaceuticals

68

Product Event Timing

AubagioTM Expected approval in MS in U.S. Q3 2012

Visamerin®

/Mulsevo® Expected approval in VTE prevention in cancer patients in U.S. and EU Q3 2012

KynamroTM Expected approval in hoFH and severe heFH in EU Q3 2012

Lantus® Phase III results in reduction in CV morbidity & mortality (ORIGIN) Q3 2012

ombrabulin Phase III results in sarcoma Q3 2012

Lyxumia® Expected approval in type 2 diabetes in EU Q4 2012

Lyxumia® Regulatory submission in type 2 diabetes in U.S. Q4 2012

Zaltrap® Expected approval in 2nd

line mCRC in EU Q4 2012

otamixaban Phase III results in ACS Q4 2012

iniparib Phase II results in 2nd

line ovarian platinum resistant cancer Q4 2012

69

Expected R&D Milestones -

Vaccines

69

Product Event Timing

HexaximTM Scientific opinion issued by EMA Q2 2012

Fluzone®

QIV IM File submission in U.S. Q3 2012

HexaximTM File submission in EU Q3 2012

Dengue vaccine First efficacy results Q4 2012

Fluzone®

QIV ID Start of Phase III Q4 2012

Vaxigrip®

QIV IM File submission Q1 2013

APPENDICES

FINANCE

70

Business Net Income Statement

* Net of tax** Determined on the basis of Business income before tax, associates, and non-controlling interests*** Based on an average number of shares outstanding of 1,330 million in the fourth quarter of 2011 and 1,30498 million in the fourth quarter of 2010(1) In 2010, the results of operations of the Merial

business previously presented as "held-for-exchange" were reclassified and included in income from continuing operations in accordance with IFRS5 § 36, following the announcement to maintain Merial

and Intervet/Schering-Plough as two separate organizations.

Fourth quarter 2011

Net sales 7,220 6,505 11.0% 818 890 (8.1%) 470 428 9.8% 8,508 7,823 8.8%Other

revenues 400 408 (2.0%) 7 7 8 4 100.0% 415 419 (1.0%)Cost

of sales (2,201) (1,942) 13.3% (352) (368) (4.3%) (168) (162) 3.7% (2,721) (2,472) 10.1%As % of net sales (30.5%) (29.9%) (43.1%) (41.3%) (35.7%) (37.9%) (32.0%) (31.6%)Gross profit 5,419 4,971 9.0% 473 529 (10.6%) 310 270 14.8% 6,202 5,770 7.5%

As % of net sales 75.1% 76.4% 57.8% 59.4% 66.0% 63.1% 72.9% 73.8%Research

and developmentexpenses (1,107) (987) 12.2% (146) (139) 5.0% (40) (42) (4.8%) (1,293) (1,168) 10.7%

As % of net sales (15.3%) (15.2%) (17.8%) (15.6%) (8.5%) (9.8%) (15.2%) (14.9%)Selling

and generalexpenses (1,935) (1,882) 2.8% (138) (175) (21.1%) (148) (145) 2.1% (2,221) (2,202) 0.9%

As % of net sales (26.8%) (28.9%) (16.9%) (19.7%) (31.4%) (33.9%) (26.1%) (28.1%)Other

current

operating income/expenses (54) (45) (1) 6 4 (6) (8) (13) (59) (58)Share

of profit/loss

of associates* 260 251 (4) 2 256 253Net income

attributable

to non-controlling

interests (55) (55) (2) (57) (55)Business operating income 2,528 2,253 12.2% 184 223 (17.5%) 124 77 61.0% (8) (13) 2,828 2,540 11.3%

As % of net sales 35.0% 34.6% 22.5% 25.1% 26.4% 18.0% 33.2% 32.5%Financial income

and expenses (113) (95)Income

tax

expense (638) (607)Tax rate** 25.4% 27.0%Business net income 2,077 1,838 13.0%

As % of net sales 24.4% 23.5%Business earnings per share*** (in euros) 1.56 1.41 10.6%

Other%

changeQ4 2011% change

% changeQ4 2011 Q4 2011 Q4 2010Q4 2010

Pharmaceuticals%

change

Vaccines Animal Health Group Total

€ million Q4 2011 Q4 2010 Q4 2010 Q4 2011 Q4 2010(1)

71

Business Net Income Statement

* Net of tax** Determined on the basis of Business income before tax, associates, and non-controlling interests*** Based on an average number of shares outstanding of 1,321.7 million in 2011 and 1,305.3 million in 2010(1) In 2010, the results of operations of the Merial business previously presented as "held-for-exchange" were reclassified and included in income from

continuing operations in accordance with IFRS5 § 36, following the announcement to maintain Merial and Intervet/Schering-Plough as two separate organizations.

Full-year 2011

Net sales 27,890 26,576 4.9% 3,469 3,808 (8.9%) 2,030 1,983 2.4% 33,389 32,367 3.2%Other revenues 1,622 1,623 (0.1%) 25 28 (10.7%) 22 18 22.2% 1,669 1,669Cost of sales (8,368) (7,316) 14.4% (1,404) (1,371) 2.4% (654) (615) 6.3% (10,426) (9,302) 12.1%

As % of net sales (30.0%) (27.5%) (40.5%) (36.0%) (32.2%) (31.0%) (31.2%) (28.7%)Gross profit 21,144 20,883 1.2% 2,090 2,465 (15.2%) 1,398 1,386 0.9% 24,632 24,734 0.4%

As % of net sales 75.8% 78.6% 60.2% 64.7% 68.9% 69.9% 73.8% 76.4%Research and development expenses (4,101) (3,884) 5.6% (564) (517) 9.1% (146) (155) (5.8%) (4,811) (4,556) 5.6%

As % of net sales (14.7%) (14.6%) (16.3%) (13.6%) (7.2%) (7.8%) (14.4%) (14.1%)

Selling and general expenses (7,376) (6,962) 5.9% (542) (603) (10.1%) (617) (604) 2.2% (1) (2) (8,536) (8,171) 4.5%

As % of net sales (26.4%) (26.2%) (15.6%) (15.8%) (30.4%) (30.5%) (25.6%) (25.2%)Other current operating income/expenses (13) 177 14 (7) (6) 24 (108) 4 77

Share of profit/loss of associates* 1,088 1,009 1 19 13 8 1,102 1,036Net income attributable to non-controlling interests (246) (258) 1 (1) (247) (257)

Business operating income 10,496 10,965 (4.3%) 985 1,379 (28.6%) 627 621 1.0% 36 (102) 12,144 12,863 (5.6%)

As % of net sales 37.6% 41.3% 28.4% 36.2% 30.9% 31.3% 36.4% 39.7%Financial income and expenses (412) (362)Income tax expense (2,937) (3,286)Tax rate** 27.0% 28.0%Business net income 8,795 9,215 (4.6%)

As % of net sales 26.3% 28.5%Business earnings per share*** (in euros) 6.65 7.06 (5.8%)

Group Total

€ million FY 2011 FY 2010 FY 2010 FY 2011 FY 2010 % changeFY 2011 FY 2011 FY 2010FY 2010

Pharmaceuticals%

change

Vaccines Animal Health Other%

change FY 2011% change

72

Reconciliation of Business Net Income to Consolidated Net Income Attributable to Equity Holders of Sanofi

(1)The results of operations of the Merial business previously presented as “held-for-exchange”

were reclassified and included in income from continuing operations in accordance with IFRS5 §36, following the announcement to maintain Merial and Intervet/Schering Plough as two separate organizations. (2) Of which amortization expense generated by the remeasurement

of intangible assets as part of business combinations: €769 million in the fourth quarter of 2011 and €795 million in the fourth quarter of 2010.(3) Of which €210 million of income related to the award received by Sanofi in

reparation of damages on the Plavix®

patent litigation.(4) Of which in 2011, related to Advance Price Agreement impact for €349 million and €228 million reflecting a decrease in deferred taxes liabilities linked to revaluation of intangible assets following legislation

changes.(5) Based on an average number of shares outstanding of 1,330 million in the fourth quarter of 2011 and 1,304.9 in the fourth quarter of 2010.* Property, Plant and Equipment.

73

€ million Q4 2011 Q4 2010(1) % change

Business net income 2,077 1,838 13.0%Amortization of intangible assets(2) (809) (848)

Impairment of intangible assets (66) (154)

Fair value remeasurement of contingent consideration liabilities (152)Expenses arising from the impact of acquisitions on inventories (72) (6)

Restructuring costs (777) (892)

Other gains and losses, and litigation(3) 190 (138)

Discontinuation of depreciation of PP&E* (IFRS5) 0 19

Tax effect of: 476 653

amortization of intangible assets 265 265impairment of intangible assets 15 50fair value remeasurement of contingent consideration liabilities 24expenses arising on the workdown of acquired inventories 23 1restructuring costs 225 299other gains and losses, and litigation (76) 46discontinuation of depreciation of PP&E* (IFRS5) 0 (8)

Other tax items(4) 577

Share of items listed above attributable to non-controlling interests 6 1

Restructuring costs of associates and joint ventures, and expenses arising from the impact of acquisitions on associates and joint ventures (11) (36)

Net income attributable to equity holders of Sanofi 1,439 437 229.3%Consolidated earnings per share(5) (in euros) 1.08 0.33 227.3%

74

Reconciliation of Business Net Income to Consolidated Net Income Attributable to Equity Holders of Sanofi

(1) The results of operations of the Merial business previously presented as “held-for-exchange”

were reclassified and included in income from continuing operations in accordance with IFRS5 §36, following the announcement to maintain Merial and Intervet/Schering Plough as two separate organizations.

(2) Of which related to amortization expense generated by the remeasurement of intangible assets as part of business combinations: €3,136 million in 2011 and €3,327 million in 2010

(3) Of which in 2011: related to the “Catch up”

in respect of 2009 and 2010 depreciation and amortization expense on PP&E* and intangible assets of Merial, previously classified as “Assets held for sale or exchange”

(€519 million) and €210 million of income related to the award received by Sanofi in reparation of damages on the Plavix®

patent litigation.(4) In 2011, related to Advance Price Agreement impact for €349 million and €228 million reflecting a decrease in deferred taxes liabilities linked to revaluation of intangible assets following legislation changes.(5) Based on an average number of shares outstanding of 1,321.7 million in 2011 and 1,305.3 in 2010.* Property, Plant and Equipment.

€ million FY 2011 FY 2010(1) % change

Business net income 8,795 9,215 (4.6%)Amortization of intangible assets(2) (3,314) (3,529)Impairment of intangible assets (142) (433)Fair value remeasurement of contingent consideration liabilities 15Expenses arising from the impact of acquisitions on inventories (476) (142)Restructuring costs (1,314) (1,384)

Other gains and losses, and litigation(3) (327) (138)Discontinuation of depreciation of PP&E* (IFRS5) 77

Tax effect of: 1,905 1,856amortization of intangible assets 1,178 1,183impairment of intangible assets 37 143fair value remeasurement of contingent consideration liabilities 34expenses arising on the workdown of acquired inventories 143 44

restructuring costs 399 466other gains and losses, and litigation 114 46discontinuation of depreciation of PP&E* (IFRS5) (26)

Other tax items(4) 577Share of items listed above attributable to non-controlling interests 6 3

Restructuring costs of associates and joint ventures, and expenses arising from the impact of acquisitions on associates and joint ventures (32) (58)

Net income attributable to equity holders of Sanofi 5,693 5,467 4.1%Consolidated earnings per share(5) (in euros) 4.31 4.19 2.9%

Consolidated Income Statements

(1)

The results of operations of the Merial business previously presented as “held‐for‐exchange”

were reclassified and included in income from continuing operations in accordance with IFRS5 §36, following the announcement to maintain Merial and Intervet‐Schering Plough as two separate organizations.

€ million

Net sales 8,508 7,823 33,389 32,367

Other revenues 415 419 1,669 1,669

Cost of sales (2,793) (2,469) (10,902) (9,398)

Gross profit 6,130 5,773 24,156 24,638

Research and development expenses (1,293) (1,167) (4,811) (4,547)

Selling and general expenses (2,221) (2,193) (8,536) (8,149)

Other operating income 38 30 319 369

Other operating expenses (97) (88) (315) (292)

Amortization of intangible assets (809) (848) (3,314) (3,529)

Impairment of intangible assets (66) (154) (142) (433)

Fair value remeasurement of contingent consideration liabilities (152) 15

Restructuring costs (777) (892) (1,314) (1,384)

Other gains and losses, and litigation 190 (138) (327) (138)

Operating income 943 323 5,731 6,535

Q4 2010(1)Q4 2011 FY 2010(1)FY 2011

(1) The results of operations of the Merial business previously presented as “held-for-exchange”

were reclassified and included in income from continuing operations in accordance with IFRS5 §36, following the announcement to maintain Merial and Intervet-Schering Plough as two separate organizations. 75

Consolidated Income Statements

(1) The results of operations of the Merial business previously presented as “held-for-exchange”

were reclassified and included in income from continuing operations in accordance with IFRS5 §36, following the announcement to maintain Merial and Intervet-Schering Plough as two separate organizations.

€ million

Operating income 943 323 5,731 6,535

Financial expenses (165) (138) (552) (468)

Financial income 52 43 140 106

Income before tax and associates and joint ventures 830 228 5,319 6,173

Income tax expense 415 46 (455) (1,430)

Share of profit / loss of associates and joint ventures 245 217 1,070 978

Net income 1,490 491 5,934 5,721

Net income attributable to non-controlling interests 51 54 241 254

Net income attributable to equity holders of Sanofi 1,439 437 5,693 5,467

Average number of shares outstanding ( million) 1,330 1,304.9 1,321.7 1,305.3

Consolidated earnings per share (in euros) 1.08 0.33 4.31 4.19

Q4 2010(1)Q4 2011 FY 2010(1)FY 2011

76

Change in Net Debt

(1) Excluding restructuring costs

(2) Net debt does not include contingent considerations for business combinations or non-controlling interests.

(3) In 2011: of which foreign exchange effect on net debt (€754 million)

€ millionFY

2011FY

2010

Business net income 8,795 9,215

Depreciation, amortization and impairment of property, plant and

equipment and intangible assets 1,156 1,080

Gains and losses on disposals of non-current assets, net of tax -52 -111

Other non cash items 579 550

Operating cash flow before changes in working capital(1) 10,478 10,734

Changes in working capital(1) -476 57

Acquisitions of property, plant and equipment and software -1,644 -1,349

Free cash flow(1) 8,358 9,442

Acquisitions of intangible assets excluding software -138 -313

Acquisitions of investments in consolidated undertakings including assumed debt(2) -14,079 -2,121

Restructuring costs paid -707 -892

Proceeds from disposals of property, plant and equipment, intangible assets and other non-current assets, net of tax 359 111

Issuance of Sanofi shares 70 18

Dividends paid to shareholders of Sanofi -1,372 -3,131

Acquisition of treasury shares -1,074 -321

Disposals of treasury shares 3 57

Other items(3) -702 -299

Change in net debt -9,282 2,551

77

Simplified Consolidated Balance Sheets

ASSETS€ million

12/31/2011 12/31/2010 LIABILITIES & EQUITY€ million

12/31/2011 12/31/2010

Property, plant and equipment 10,750 8,155 Equity attributable to equity holders of sanofi 56,219 53,097

Intangible assets (including goodwill) 61,718 44,411 Equity attributable to non-controlling interests 170 191

Non-current financial assets & investments in associates and deferred tax assets

6,839 5,619 Total equity 56,389 53,288

Non-current assets 79,307 58,185 Long-term debt 12,499 6,695

Inventories, accounts receivable and other current assets

16,667 13,578

Non-current liabilities related to business combinations and to non-controlling interests 1,336 388

Cash and cash equivalents 4,124 6,465 Provisions and other non-current liabilities 10,346 9,326 Current assets 20,791 20,043 Deferred tax liabilities 6,011 3,808

Non-current liabilities 30,192 20,217

Accounts payable & Other current liabilities 10,404 2,800

Current liabilities related to business combinations and to non-controlling interests 220 98

Short-term debt and current portion of long-term debt 2,940 1,565

Current liabilities 13,564 10,087

Assets held for sale or exchange 67 7,036 Liabilities related to assets held for sale or exchange 20 1,672

TOTAL ASSETS 100,165 85,264 TOTAL LIABILITIES & EQUITY 100,165 85,264

78