Exhibit 4.4


Rules
and Regulations of Sanofi-Aventis Stock Option Plan 2006


December
2006


STOCK
OPTION SUBSCRIPTION PLAN OF SANOFI-AVENTIS


RULES OF
THE 6TH PLAN


 


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  1.

  	
  PARTICIPANTS

  
	
   

  	
   

  
	
   

  	
  2.

  	
  DURATION OF THE PLAN

  
	
   

  	
   

  
	
   

  	
  3.

  	
  STOCK OPTION EXERCISE

  
	
   

  	
   

  
	
   

  	
  4.

  	
  SALE OF SHARES

  
	
   

  	
   

  
	
   

  	
  5.

  	
  SHARE RIGHTS

  
	
   

  	
   

  
	
   

  	
  6.

  	
  OPTION PRICE ADJUSTMENT

  
	
   

  	
   

  
	
   

  	
  7.

  	
  FOREIGN PARTICIPANTS

  













 



Free Translation of French
version


December 2006


(The French
version prevails)


The Board of Directors of
sanofi-aventis was authorized by a General Meeting of its Shareholders held on
May 31, 2005, according to Articles L.225-177 to L.225-185 and L.225-129-2 of
the French Commercial Code to set up stock option purchase or subscription
plans for the whole of the sanofi-aventis group. By sanofi-aventis group we
mean all companies or groupings of economic interest defined by Article
L.225-180 of the aforementioned code.


Following the proposal of
its Chairman, the Board of Directors has laid down the following rules of the
stock option subscription plan with effect from December 14, 2006.


1.      PARTICIPANTS


Upon the recommendation of the Chairman of sanofi-aventis acting upon
the advice of the Compensation, Appointments and Governance Committee, the
grant of options to subscribe shares of sanofi-aventis to a list of identified
employees and corporate officers and the number of options granted to each such
participants is approved by the Board of Directors.


The rights granted are not transferable unless the options are exercised.


2.      DURATION OF THE PLAN


Sanofi-aventis’ Stock Option Plan has a duration of ten years from the
date of the approval of the Board of Directors on December 14, 2006. It will
expire on December 14, 2016.


3.      STOCK OPTION EXERCISE


The exercise of the options, also called “exercise of the options to
subscribe shares” is not allowed during the first four years following the
Board of Directors’ approval on December 14, 2006.









 



The options can be exercised, on one or more occasions as the
participants see fit, at any time between December 15, 2010 and December 14,
2016 inclusive.  Thereafter, the options
will lapse.


Unless otherwise decided by the General Management of the Company in
exceptional cases, any participant irrevocably loses his/her rights to exercise
his/her options in the following cases:


–                 In
the event of resignation before the exercise date. Revocation of option rights
takes effect on the day of notice of resignation; and


–                 In
the event of dismissal for serious or gross misconduct. Revocation of option
rights takes effect on the day of notice of the dismissal.


The Company reserves the right to temporarily suspend the exercise of
the options, in particular when there are certain changes in the capital
structure of sanofi-aventis.









 



Exceptions :


3.1                       If
a participant retires  or takes
early retirement (including under the early retirement plan in
connection with the Group-wide framework agreement dated December 9, 2004), at
normal retirement age or earlier or later with the agreement of the Company, he
keeps his/her option rights until their expiration, that is December 14, 2016.


3.2                       Notwithstanding
the four-year period mentioned under Article 3, Paragraph 1, if an employee
becomes disabled, and such disability meets the
conditions of the second and third categories as defined by
Article L.341-4 of the French Social Security Code, the participant may
exercise his options. The participant keeps his/her option rights until their
expiration, that is December 14, 2016.


3.3                       Notwithstanding
the four-year period mentioned under Article 3, Paragraph 1, if an employee
dies during the option period, his/her heirs can exercise the options during
the six month period following the date of death.


4.      SALE OF SHARES


The sale of the shares through the exercise of the
options is possible from December 15, 2010.


However, any
participant mentioned under article 3.2 or the heirs of a participant who has
died mentioned under article 3.3 above are able to sell the corresponding
shares without waiting for the end of the four year holding period.


5.                 SHARE RIGHTS


The participant will have
rights to the shares that have been subscribed for upon exercise of the options
from the first day of the year during which they have been subscribed.


If he exercises his option between 1st January and the date on which the share
becomes ex-dividend for the dividend relating to the previous year, the
beneficiary will not to entitled to the dividend paid in the current year
relating to the previous year; he will be entitled to the dividend paid in the
following year relating to the current year.


6.      OPTION PRICE ADJUSTMENT


In the event of a redemption or reduction of share capital, a change in
the allocation of profits, a consideration-free issue of shares, an increase in
share capital by incorporation of reserves, profits or share premium, a
distribution of reserves, or any issue of equity 









 



instruments that includes subscription rights reserved for the
shareholders, the exercise price and the number of shares to which an option
gives right will be adjusted in order to take into account such issuance or
other capital transaction.


If such a situation is covered by existing law or regulation, such law
or regulation shall be applied.


If such a situation is not covered by existing law or regulation, the General
Meeting of Shareholders or the Board of Directors when deciding to conduct such
securities issuance or other capital transaction may adopt any measures
necessary to protect the rights of the holders of the stock-options, using by
analogy the rules and regulations which would govern similar cases.


7.      FOREIGN PARTICIPANTS


Some specific arrangements for the exercise of subscription options
will be notified to foreign participants on a case by case basis. Indeed, in
some foreign countries, local regulations particularly those relating to tax
and social securely require adjustments to the general terms described in these
rules.


The participant employees of American companies of the Group will have
the possibility to convert their ordinary shares into American Depositary
Receipts (“ADRs”) on exercise of their options.


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