Omeros Corporation Announces Expansion of Exclusive License to PDE7 Inhibitors from Daiichi Sankyo, Inc.

SEATTLE, Feb. 22, 2011 /PRNewswire/ -- Omeros Corporation (Nasdaq:OMER - News) today announced that its exclusive license to phosphodiesterase 7 (PDE7) inhibitors from Daiichi Sankyo Co., Ltd. has been amended to include addiction and compulsive disorders in the field of use. Omeros' PDE7 program was founded on the Company's discovery of a previously unknown link between PDE7 and any movement disorder, such as Parkinson's disease. Omeros believes that it also is the first to link PDE7 to any addiction or compulsive behavior, and is now advancing PDE7 inhibitors for the treatment of these as well as movement disorders. Omeros is collaborating on this program with both the National Institute on Drug Abuse (NIDA) and The Michael J. Fox Foundation.

"We are pleased to announce our agreement with Daiichi Sankyo and the additional therapeutic focus of our PDE7 program," stated Gregory A. Demopulos, M.D., chairman and chief executive officer of Omeros. "From the advanced Daiichi compounds we have already selected a clinical candidate, and we expect that addiction will provide us with a faster and less expensive development pathway for our PDE7 program. We are collaborating with NIDA on additional studies that will evaluate our compounds in addiction, and we look forward to working with NIDA to advance this program through the clinic."

PDE7 appears to modulate the dopaminergic system, which plays a significant role in regulating both movement and addiction. Omeros believes that PDE7 inhibitors could be effective therapeutics for the treatment of movement disorders as well as addiction and compulsive disorders. Omeros has shown in animal models of cocaine addiction that PDE7 inhibitors reduce cocaine self-administration, inhibit relapse induced by cues and stress, and facilitate drug abstinence in previously addicted animals. Importantly, no effect on normal feeding was observed in the cocaine studies, suggesting that PDE7 inhibitors selectively reduce addiction-related behaviors. In a similarly well-established animal model of binge eating, Omeros' PDE7 inhibitors demonstrated equally robust efficacy, again showing no effect on normal feeding behavior.

Omeros' PDE7 Program Expands its Addiction Franchise

As previously announced, Omeros is evaluating peroxisome proliferator-activated receptor gamma (PPAR gamma) agonists for the treatment of addiction in two Phase 2 clinical studies being conducted by researchers at the New York State Psychiatric Institute. NIDA is funding substantially all costs of these studies, which are evaluating the effects of PPAR gamma agonists on oxycontin and heroin use. Pilot human and preclinical data suggest that PPAR gamma agonists may be most effective in the treatment of addiction to opioids, alcohol and nicotine, and that they are less effective for treating addiction to psychostimulants such as cocaine and methamphetamine. In contrast, preclinical data suggest that PDE7 inhibitors may be effective in the treatment of addiction to cocaine and methamphetamine, nicotine and compulsive behaviors. Together, the PPAR gamma and PDE7 programs provide Omeros with a potentially broad franchise of drug treatments for addiction and compulsive disorders.

About Omeros Corporation

Omeros is a clinical-stage biopharmaceutical company committed to discovering, developing and commercializing products focused on inflammation, bleeding and disorders of the central nervous system. The Company's most clinically advanced product candidates are derived from its proprietary PharmacoSurgery™ platform designed to improve clinical outcomes of patients undergoing a wide range of surgical and medical procedures. Omeros has six ongoing clinical development programs, including four from its PharmacoSurgery™ platform, the most advanced of which is in a Phase 3 clinical program, and two from its addiction franchise. Omeros may also have the near-term capability, through its GPCR program, to add a large number of new drug targets and their corresponding compounds to the market. Behind its clinical candidates and GPCR platform, Omeros is building a diverse pipeline of protein and small-molecule preclinical programs targeting inflammation, bleeding and central nervous system disorders.

Forward-looking Statements

This press release contains forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995, which are subject to the "safe harbor" created by those sections. Forward-looking statements are based on management's beliefs and assumptions and on information available to management only as of the date of this press release and include Omeros' belief that PDE7 inhibitors could be effective therapeutics for the treatment of movement disorders as well as addiction and compulsive disorders, that addiction could provide a faster and less expensive development pathway for the PDE7 program, that NIDA will work with Omeros to advance the PDE7 program through the clinic, that the PPAR gamma and PDE7 programs provide Omeros with a potentially broad franchise of drug treatments for addiction and compulsive disorders, and that Omeros may also have the near-term capability, through its GPCR program, to add a large number of new drug targets and their corresponding compounds to the market. Omeros' actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including, without limitation, the risks, uncertainties and other factors described under the heading "Risk Factors" in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2010. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements, and the Company assumes no obligation to update these forward-looking statements publicly, even if new information becomes available in the future.

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Three-Year Data from Phase 2 Trial of Genzyme Corporation Gaucher Disease Oral Compound Suggest Sustained or Further Improvement Across All Endpoints

CAMBRIDGE, Mass.--(BUSINESS WIRE)-- Genzyme Corporation (NASDAQ:GENZ - News) today announced three-year follow-up data from patients enrolled in the phase 2 clinical trial for its investigational oral therapy for Gaucher disease type 1 known as eliglustat tartrate. Sustained or further improvements were observed across all endpoints, including bone disease, at the three-year timepoint. The results were presented for the first time this week at the Lysosomal Disease Network WORLD Symposium in Las Vegas, Nevada.

Genzyme previously reported that the eliglustat tartrate phase 2 trial had met its primary endpoint at one year, and that data demonstrated continued improvement through two years. The primary composite endpoint was a clinically meaningful response in at least two of three endpoints: improvements in spleen size, hemoglobin and platelet levels. The study has continued with 19 patients through three years. The extension phase of this trial is still ongoing.

Eliglustat tartrate continued to show robust clinical response through three years:

* Spleen volume decreased from baseline by a mean of 61 percent and liver volume decreased from baseline by 29 percent. * Hemoglobin level increased from baseline by a mean of 2.6 grams per deciliter. * Platelet count increased from baseline by a mean of 91 percent.

The study also analyzed the clinical response of patients in the phase 2 trial with respect to achieving therapeutic goals. Due to the heterogeneity of Gaucher disease, therapeutic goals were previously developed by experts involved in the treatment of Gaucher patients to assess their response to enzyme replacement therapy (ERT). Most patients dosed with eliglustat tartrate met established therapeutic goals for hemoglobin, platelets, spleen volume and liver volume, demonstrating progressive and clinically meaningful responses in multiple organ systems. At three years, 100 percent of patients met at least 3 of the 4 therapeutic goals developed for hematologic and organ volume parameters.

The three-year data also included analyses that suggest eliglustat tartrate positively impacts indicators of bone disease through three years of follow up. These indicators include bone mineral density in the lumbar spine, as measured by dual energy x-ray absorptiometry (DXA), and dark marrow signal in the femur, as visualized by magnetic resonance imaging (MRI). Dark marrow reflects the infiltration of lipid-laden Gaucher cells into bone marrow. Specifically:

* In the 18 patients at baseline with dark marrow in the femur visible by MRI, five improved by one year, seven by two years and 10 by three years, with the other eight patients remaining stable. * In the 15 patients with results available at all time points, bone mineral density in the lumbar spine showed clinically and statistically significant improvements after one year of treatment (T score = +0.4) which further improved after 2 years (T score = +0.6) and were sustained after three years of treatment.

Ravi S. Kamath, M.D., Ph.D., Staff Radiologist at Massachusetts General Hospital and Instructor in Radiology at Harvard Medical School, who is the central radiology reviewer for the phase 2 study, said, "These data suggest that eliglustat tartrate may have a meaningful clinical impact on bone disease in Gaucher disease type 1 patients."

The most common adverse events (AEs) reported in greater than 2 patients through three years included viral infections (six patients), urinary tract infections and upper respiratory infections (4 patients each), headache, increased blood pressure, diarrhea and abdominal pain (three patients each). Eight drug-related AEs, including one serious event, were reported in six patients. Most AEs overall and all drug-related AEs were considered mild. The largest number of AEs was reported during the first 3 months of treatment.

“For thirty years, Genzyme has pioneered treatments for patients with lysosomal storage disorders, including the very first enzyme replacement therapy for Gaucher disease,” said Genzyme’s President, Personalized Genetic Health, John P. Butler. “Our momentum continues through the phase 3 trials – the largest ever conducted for Gaucher - as we build upon our foundation and commitment to Gaucher and look to extend the therapeutic options available to patients and physicians.”

Eliglustat tartrate, a capsule taken orally, is being developed to provide a convenient treatment alternative for adult patients with Gaucher disease type 1, and to offer a broader range of treatment options for patients and physicians to achieve individual therapeutic goals. Genzyme is currently enrolling patients in three global, multi-center, phase 3 trials of eliglustat tartrate. This is the largest clinical program ever focused on Gaucher disease, with over 50 sites in more than 25 countries currently participating. Genzyme’s Gaucher disease portfolio also offers Cerezyme® (imiglucerase for injection), the standard of care for patients with Gaucher disease type 1, which is administered through intravenous infusions.

To learn more about the phase 3 trials of eliglustat tartrate, contact Genzyme Medical Information at medinfo@genzyme.com or 1-800-745-4447. More information can also be found at www.clinicaltrials.gov or www.explorerstudies.com.

About Gaucher disease

Gaucher disease is an inherited condition affecting fewer than 10,000 people worldwide. People with Gaucher disease do not have enough of an enzyme, acid ß-glucosidase (glucocerebrosidase) that breaks down a certain type of fat molecule. As a result, lipid engorged cells (called Gaucher cells) amass in different parts of the body, primarily the spleen, liver and bone marrow. Accumulation of Gaucher cells may cause spleen and liver enlargement, anemia, excessive bleeding and bruising, bone disease and a number of other signs and symptoms. The most common form of Gaucher disease, type 1, does not typically affect the nervous system and brain.

About eliglustat tartrate

Eliglustat tartrate, a novel glucosylceramide analog given orally, is designed to partially inhibit the enzyme glucosylceramide synthase, which results in reduced production of glucosylceramide. Glucosylceramide is the substance that builds up in the cells and tissues of people with Gaucher disease. In preclinical studies, the molecule, developed with James A. Shayman, M.D. from the University of Michigan, has shown high potency and specificity. Based on its mechanism of action, which is independent of genotype, eliglustat tartrate may be a potential therapy for patients with Gaucher disease type 1. Initiation of the phase 2 and 3 studies of eliglustat tartrate in Gaucher disease followed completion of an extensive pre-clinical research effort and a phase 1 program. Over 300 subjects have now been treated in nine separate studies.

The data from the phase 2 trials with eliglustat tartrate were previously published in the journal Blood and the results can be found at the below references:

* Phase 2 data at the 1 year time point: Lukina et al. Blood, Aug 2010; Vol. 116: 893 - 899 * Phase 2 data at the 2 year time point: Lukina et al. Blood, Nov 2010; Vol 116: 4095 - 4098

Cerezyme important safety information

Approximately 15 percent of patients have developed IgG antibodies, and these patients have a higher risk of hypersensitivity reaction. Therefore periodic monitoring is suggested; caution should be exercised in patients with antibodies or prior symptoms of hypersensitivity. Symptoms suggestive of hypersensitivity occurred in 6.6 percent of patients, and include anaphylactoid reaction, pruritus, flushing, urticaria, angioedema, chest discomfort, dyspnea, coughing, cyanosis and hypotension. Reactions related to Cerezyme administration have been reported in less than 15 percent of patients. Each of the following events occurred in less than 2 percent of the total patient population. Reported adverse events include nausea, vomiting, abdominal pain, diarrhea, rash, fatigue, headache, fever, dizziness, chills, backache, and tachycardia. Adverse events associated with the route of administration include discomfort, pruritus, burning, swelling or sterile abscess at the site of venipuncture. For full prescribing information, please visit www.genzyme.com.

About Genzyme

One of the world's leading biotechnology companies, Genzyme is dedicated to making a major positive impact on the lives of people with serious diseases. Since 1981, the company has grown from a small start-up to a diversified enterprise with approximately 10,000 employees in locations spanning the globe.

With many established products and services helping patients in 100 countries, Genzyme is a leader in the effort to develop and apply the most advanced technologies in the life sciences. The company's products and services are focused on rare inherited disorders, kidney disease, orthopaedics, cancer, transplant, and immune disease. Genzyme's commitment to innovation continues today with a substantial development program focused on these fields, as well as cardiovascular disease, neurodegenerative diseases, and other areas of unmet medical need. Genzyme’s press releases and other company information are available at www.genzyme.com and by calling Genzyme’s investor information line at 1-800-905-4369 within the United States or 1-678-999-4572 outside the United States.

Important Information

Genzyme has filed with the Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer by Sanofi-Aventis. Genzyme shareholders are advised to read the company's Solicitation/Recommendation Statement on Schedule 14D-9 because it contains important information. Shareholders may obtain a free copy of the Solicitation/Recommendation Statement on Schedule 14D-9, as well as any other documents filed by Genzyme in connection with the tender offer, free of charge at the SEC's website at http://www.sec.gov. In addition, investors can obtain free copies of these documents from Genzyme by directing a request to Genzyme at 500 Kendall Street, Cambridge, MA 02142, Attention: Shareholder Relations Department, or by calling 617-252-7500 and asking for the Shareholder Relations Department.

Genzyme® and Cerezyme® are registered trademarks of Genzyme Corporation. All rights reserved.

Contact:

Genzyme Corporation Media Contact: Lori Gorski, 617-768-9344 Lori.gorski@genzyme.com or Investor Contact: Patrick Flanigan, 617-768-6563

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Dendreon Corporation Will Take Space in Russell Center in Seattle

Puget Sound Business Journal -- Cancer therapy company Dendreon Corp. has filed for building permits to take space in the Russell Investments Center in downtown Seattle, and is reportedly close to signing leases for lab space in South Lake Union that was formerly occupied by ZymoGenetics.

The Russell Investments Center was formerly known as WaMu Center, when it was the headquarters for now-failed Washington Mutual.

The leases, if completed, suggest that Dendreon will have a significant and long-term presence in downtown Seattle and the South Lake Union neighborhood of the city. However, a Dendreon lease is not likely to have much effect on Seattle’s soft commercial real estate market.

Dendreon (NASDAQ: DNDN) filed building permits Feb. 4 with the city of Seattle to make interior alterations on several floors of the Russell Investments Center, city records show. Sources close to the deal said Dendreon is looking to lease about 175,000 square feet of office space in the 42-story office tower.

People familiar with the deal also say they expect Dendreon to sublease 100,000 square feet of lab space in South Lake Union at 1144 Eastlake, which has 9,446 square feet, and the Earl Davie building, with 97,366 square feet.

The space in South Lake Union is currently leased by Bristol-Myers Squibb (NYSE: BMY), which acquired leases for both buildings when it purchased ZymoGenetics last year for $885 million.

Parker Ferguson, a principal with Seattle-based Flinn Ferguson Corporate Real Estate, which is not involved with the transaction, confirmed the impending leases in downtown Seattle and South Lake Union. “They are very close,” he said.

Hans Kemp, a managing director in the Seattle office of Jones Lang LaSalle, declined to comment. He is Dendreon’s agent and also the listing broker on the South Lake Union space. A spokeswoman for Dendreon declined to comment. A representative of Russell Investments said the company would not comment.

Last spring, Dendreon signed a preliminary letter of intent to take 191,000 square feet of space at developer Martin Selig’s 635 Elliott building, and potentially another 60,000 square feet at the neighboring 645 Elliott building. Both buildings are near the waterfront north of downtown. Because those spaces are still being advertised, it appears that deal has fallen apart.

Selig shrugged off the loss of Dendreon as a potential tenant.

“It gives us an opportunity because we are the only one with a new building with 200,000 square feet on four floors,” Selig said.

Even though Dendreon and Isilon Systems Inc. are moving out of his 3101 Airborne building near the Elliott buildings, Selig said he has three potential tenants looking at taking that space.

With office vacancy rates in downtown Seattle in the mid to high teens, Dendreon’s leasing deals “make a small dent” on the office vacancy rate but won’t tip the Seattle market in the landlords’ favor, said Kip Spencer, co-founder of OfficeSpace.com

“The magic number where supply and demand tend to shift is 10 percent” vacancies, Spencer said. “We’re still quite a ways from that.”

Dendreon is marketing Provenge, an immunotherapy treatment for prostate cancer, which was approved by the U.S. Food and Drug Administration last year. The company said in January that as it ramps up its drug manufacturing, it expects to generate revenues of up to $400 million in 2011.

CLAY HOLTZMAN covers nonprofits, biotech and research for the Puget Sound Business Journal. Phone: 206-876-5439 | Email: choltzman@bizjournals.com | Twitter: SeattleDonorBiz

JEANNE LANG JONES covers commercial real estate for the Puget Sound Business Journal. Phone: 206-876-5426 | Email: jlj@bizjournals.com

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Novartis Corporation Unit Has 10 Biosimilars in Pipeline - According to Paper

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Genzyme Corporation and Sanofi-Aventis (France): Still No Deal

Boston Business Journal -- Sanofi-aventis still hasn’t bought Genzyme Corp. Many industry-watchers thought France-based Sanofi would want to tie up the deal before it revealed Wed. morning that it lost $1 billion in sales to generic competition last year. Instead, Sanofi CEO Chris Viebacher said the company was making good progress in the negotiations with Cambridge, Mass.-based Genzyme, but that he was careful not to spend too much of shareholders’ money on the deal.

Analysts said earlier this week that the announcement of a deal - which many thought was being sealed at a secret Sunday meeting - may have been delayed because Sanofi found not just a few scratches, but a rusted engine when it opened Genzyme’s hood, when it began doing due diligence last week. Some predicted that Sanofi may be using the time to try to drive the price down from the reported $74 per share, plus an added conditional benefit tied to approval and sales performance of a potential treatment for multiple sclerosis.

That may well be true. Viebacher and shareholders have been playing the stingy card since Sanofi first expressed interest in Genzyme in May. But if there’s one thing that may prompt them to open up their wallets, it may be the fresh reminder of Sanofi’s vulnerabilities by way of the earnings release.

Sanofi has said it will lose one third of its 2008 sales base to generics by 2013, and the bottom line is already feeling it. Viebacher might now find it easier to convince investors that Genzyme’s pipeline of high-priced rare disease drugs is a very good deal at $74 per share.

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Sanofi-Aventis (France) to Buy Genzyme Corporation for Over $20 Billion

PARIS and CAMBRIDGE, Mass., Feb. 16, 2011 /PRNewswire/ -- Sanofi-aventis (EURONEXT:SAN - News) and Genzyme Corporation (Nasdaq:GENZ - News) announced today that they have entered into a definitive agreement under which sanofi-aventis is to acquire Genzyme for $74.00 per share in cash, or approximately $20.1 billion(1). In addition to the cash payment, each Genzyme shareholder will receive one Contingent Value Right (CVR) for each share they own, entitling the holder to receive additional cash payments if specified milestones related to Lemtrada™ (alemtuzumab MS) are achieved over time or a milestone related to production volumes in 2011 for Cerezyme® and Fabrazyme® is achieved.

To view the multimedia assets associated with this release, please click: http://multivu.prnewswire.com/mnr/sanofi-aventis_genzyme/48549/

The transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to close early in the second quarter of 2011, subject to customary closing conditions. The acquisition is expected to be accretive to sanofi-aventis' Business Net earnings per share(2) in the first year following closing, and accretive to Business Net earnings per share in the range of euro 0.75 – euro 1.00(3) by 2013.

"This agreement with Genzyme is both consistent with our long-term strategy and creates significant long-term value for our shareholders," said Christopher A. Viehbacher, Chief Executive Officer of sanofi-aventis. "This transaction will create a meaningful new growth platform for sanofi-aventis while expanding our footprint in biotechnology. We expect it to be accretive from year one, and the CVR structure, which served as an important value bridge between our two companies, rewards both Genzyme and sanofi-aventis shareholders, particularly if Lemtrada™ outperforms the market's current expectations."

"This transaction represents a new beginning for Genzyme," said Henri A. Termeer, Chairman of the Board, President and Chief Executive Officer of Genzyme Corporation. "Genzyme has a record of innovation and a unique and pioneering approach to serving patients. We also share an exciting vision of the future, one in which Genzyme and sanofi-aventis grow and innovate by developing breakthrough treatments that change the lives of people with serious diseases. Sanofi-aventis believes in what we do, in our people and in our potential. We look forward to building a sustainable future together."

Terms of the CVR agreement call for additional cash payments under certain circumstances. The CVR will be publicly traded. The agreement is structured such that the economic upside at each milestone is shared between sanofi-aventis and Genzyme shareholders. The CVR terminates on December 31, 2020 or earlier if the fourth product sales milestone has been achieved.

The one-time milestones and payments can be summarized as follows(4):

* $1.00 per CVR if specified Cerezyme®/Fabrazyme® production levels are met in 2011 * $1.00 per CVR upon final FDA approval of Lemtrada™ for multiple sclerosis (MS) indication * $2.00 per CVR if net sales post launch exceed an aggregate of $400 million within specified periods per territory * $3.00 per CVR if global net sales exceed $1.8 billion * $4.00 per CVR if global net sales exceed $2.3 billion * $3.00 per CVR if global net sales exceed $2.8 billion

Sanofi-aventis' global footprint, significant resources and proven track record of successfully expanding franchises will create new long-term growth opportunities for the combined company, particularly in emerging markets. Genzyme will become an important new platform in sanofi-aventis' sustainable growth strategy and expand the company's presence in biotechnology. Sanofi-aventis intends to make Genzyme its global center for excellence in rare diseases and the acquisition will reinforce sanofi-aventis' commitment to the greater Boston area, where it already has a sizeable presence.

Beyond rare diseases, Genzyme has built strong Renal-Endocrinology, Hematology-Oncology and Biosurgery businesses that are complementary to existing sanofi-aventis businesses and include highly differentiated, market-leading products that provide significant benefit to patients. Sanofi-aventis will work with Genzyme through the integration process to develop plans to enhance the opportunities for these businesses going forward. Consistent with sanofi-aventis' approach in other transactions, Genzyme will retain its corporate brand.

Genzyme and sanofi-aventis will immediately begin integration planning, including the formation of a joint Integration Steering Committee. Henri A. Termeer will resign as Chairman of the Board, President and Chief Executive Officer of Genzyme following the close of the transaction, but will advise on the integration in his role as Co-Chairman of the Integration Steering Committee with Christopher A. Viehbacher.

Within 15 business days of this agreement, sanofi-aventis will amend its existing tender offer to conform to the terms of the merger agreement and file a registration statement for the CVR with the U.S. Securities and Exchange Commission. Pending this amendment, sanofi-aventis also announced that it has extended its current tender offer, which is now scheduled to expire at 5:00 p.m. New York City time on March 16, 2011.

The depositary for the tender offer has advised sanofi-aventis that, as of the close of business on February 15, 2011, approximately 2,080,221 shares of Genzyme common stock (not including the 100 shares owned by sanofi-aventis) were tendered and not withdrawn, representing approximately 0.76% of the outstanding shares on a fully-diluted basis.

Sanofi-aventis' acquisition of Genzyme has already received anti-trust clearance from the European Commission and the United States Federal Trade Commission.

Evercore Partners and J.P. Morgan served as sanofi-aventis' lead financial advisors on the transaction, and Weil, Gotshal & Manges LLP served as its legal counsel. Credit Suisse and Goldman Sachs served as financial advisors to Genzyme. Ropes & Gray LLP served as Genzyme's legal counsel, while Wachtell, Lipton, Rosen & Katz served as legal counsel to Genzyme's independent directors.

Conference Call

Sanofi-aventis will hold a call for investors and analysts today at 8 a.m. ET / 2 p.m. CET to discuss the transaction. Those wishing to listen and participate should dial one of the following numbers:

France:

+33 (1) 72 00 09 91 UK: +44 203 367 9457 U.S.: +1 (866) 907-5925

An audio replay will be available until May 16, 2011 at the following numbers:

France: +33 (0) 1 72 00 15 01 UK: +44 (0) 203 367 9460 U.S.: +1 (877) 642-3018 Access code: 272484#

About sanofi-aventis

Sanofi-aventis, a leading global pharmaceutical company, discovers, develops and distributes therapeutic solutions to improve the lives of everyone. Sanofi-aventis is listed in Paris (EURONEXT:SAN - News) and in New York (NYSE:SNY - News).

About Genzyme

One of the world's leading biotechnology companies, Genzyme is dedicated to making a major positive impact on the lives of people with serious diseases. Since 1981, the company has grown from a small start-up to a diversified enterprise with approximately 10,000 employees in locations spanning the globe.

With many established products and services helping patients in approximately 100 countries, Genzyme is a leader in the effort to develop and apply the most advanced technologies in the life sciences. The company's products and services are focused on rare inherited disorders, kidney disease, orthopaedics, cancer, transplant and immune disease. Genzyme's commitment to innovation continues today with a substantial development program focused on these fields, as well as cardiovascular disease, neurodegenerative diseases, and other areas of unmet medical need.

Additional information

The CVRs will be deemed contingent consideration under the revised standard IFRS 3 (business combinations), applicable to all transactions undertaken January 1, 2010 or thereafter. As a result, the fair value of the CVR at the date of change of control will be included in the price of acquisition and set off by a financial liability the amount of which will reflect the obligation to pay the potential price adjustments in cash. Future changes in the fair value of the CVR tied to post-acquisition events will be recognized in the income statement. Because the CVR will be exchange traded, the fair value will be determined using the mark-to-market method.

Important Information about this Transaction

This communication is neither an offer to purchase nor a solicitation of any offer to sell any securities. In connection with the proposed transaction, sanofi-aventis will file an amended tender offer statement and a registration statement on Form F-4 to register certain securities and certain related documents and Genzyme will file a Solicitation/Recommendation Statement with respect to the exchange offer with the U.S. Securities and Exchange Commission (the "SEC"). Genzyme shareholders are urged to read the registration statement and exchange offer documents when they become available because they will contain important information that shareholders should consider before making any decision regarding tendering their shares. These documents will be mailed to all Genzyme shareholders of record. These documents, as they may be amended from time to time, contain important information about the proposed transaction and Genzyme shareholders are urged to read them carefully and in their entirety before any decision is made with respect to the proposed transaction. When available, documentation relating to the transaction may be obtained at no charge at the website maintained by the SEC at www.sec.gov and may also be obtained at no charge by directing a request by mail to MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016, or by calling toll-free at (800) 322-2885. Free copies of the Solicitation/Recommendation Statement will be made available by Genzyme by directing a request to Genzyme at 500 Kendall Street, Cambridge, MA 02142, Attention: Shareholder Relations Department, or by calling 617-252-7500 and asking for the Shareholder Relations Department.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended, or an exemption therefrom.

Cautionary Statement Regarding Forward-Looking Statements

Any statements made in this communication that are not statements of historical fact, including statements about sanofi-aventis' and Genzyme's beliefs and expectations and statements about the acquisition of Genzyme, are forward-looking statements and should be evaluated as such. Such forwarding-looking statements regarding the proposed acquisition by sanofi-aventis of Genzyme include the expected timing for completing the transaction, future financial and operating results, benefits and synergies of the transaction, Genzyme's and sanofi-aventis' plans, objectives, strategies, goals, future events, future revenues or performance, and other information that is not historical information. These statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among others: that the acquisition of Genzyme may not be consummated for reasons including that the conditions to sanofi-aventis' offer to purchase all outstanding shares of Genzyme common stock, including the condition that a minimum number of shares be tendered and not withdrawn, are not satisfied or waived by sanofi-aventis; the possibility that the expected benefits from the proposed transaction will not be realized, or will not be realized within the anticipated time period; the risk that sanofi-aventis' and Genzyme's businesses will not be integrated successfully; the risk that any cost savings or other synergies expected from the transaction may not be fully realized; that possible disruption may be caused by the transaction to relationships with customers, employees and other third parties; risks associated with any actions taken by either of the companies, including but not limited to, restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions) and the risks and uncertainties described in sanofi-aventis' and Genzyme's reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, including the factors discussed under the caption "Risk Factors" in sanofi-aventis' Annual Report on Form 20-F for the year ended December 31, 2009 and Genzyme's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010. Sanofi-aventis and Genzyme caution investors not to place substantial reliance on the forward-looking statements contained in this press release. These statements speak only as of the date of this press release and sanofi-aventis and Genzyme do not undertake and expressly disclaim any obligation to update or revise them except as otherwise required by law.

Sanofi-aventis Genzyme Media Contact : Media Contact : Jean-Marc Podvin

Bo Piela +33 1 53 77 44 50 617-768-6579

508-308-9783 Investor Contact : Investor Contact : Sebastien Martel Patrick Flanigan +33 1 53 77 45 45 617-768-6563 617-816-9521

1. Based on 272.5 million Genzyme shares on a diluted basis.

2. Net income attributable to equity holders of sanofi-aventis excluding amortization of intangible assets, impairment of intangible assets, other impacts associated with acquisitions (including impacts of acquisitions on associates), restructuring costs , gains and losses on disposals of non-current assets, costs or provisions associated with litigation, tax effects related to the items listed above as well as effects of major tax disputes

3. Assuming an exchange rate of $1.3 USD/euro 1

4. Details are defined by the Merger Agreement to be filed with the SEC

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