Exhibit 4.3


Resolution Number 14 of
the General Meeting of the Shareholders of sanofi-aventis held on May 31, 2005


(Free
translation.  French original prevails.)


FOURTEENTH RESOLUTION 


Delegation to the Board of Directors of authority to grant options to subscribe
for or purchase shares


The General Meeting, voting on the quorum and majority
conditions for Extraordinary Meetings,
having reviewed the Directors’ Report and Statutory Auditors’ Special Report:


1.     authorizes the Board of
Directors, under articles L.225-177 to L.225-185 and L. 225-129-2 of the
Commercial Code, to grant, on one or more occasions, in favor of members of the
personnel to be chosen by the Board of Directors from among the employees and
corporate officers of the company or of companies or groupings related to the
company, on the terms specified in article L.225-180 of said Code, options
giving entitlement to subscribe for new shares in the company to be issued in
the form of an increase in its capital, and options giving entitlement to purchase
shares in the company obtained by the company repurchasing its own shares on
the terms laid down by the law;


2.     resolves that options to
subscribe for or purchase shares granted by virtue of the present authorization
may not give entitlement to a total number of shares exceeding 2.5% of the
share capital as of the day the decision is made by the Board of Directors, and
that the aggregate par value of capital increases resulting from the exercise
of options to subscribe for shares granted under the present delegation will
count towards the overall ceiling specified in section 3 of the 9th resolution of the present meeting;


3.     resolves that the price
payable on the exercise of the options to subscribe for or purchase shares will
be set in accordance with the law by the Board of Directors on the day the
options are granted; such price may not be lower than the average of the first
quoted prices of the company’s shares on the Euronext Eurolist during the
twenty trading sessions preceding the day on which the options to subscribe for
shares are granted. If the company carries out any of the transactions
specified in article L.225-181 of the Commercial Code, the Board of Directors
will, on the terms stipulated by the regulations then in force, take the necessary
measures to protect the interests of the grantees by adjusting the number and
price of the shares that may be obtained on exercise of options granted to
grantees so as to take account of the impact of the transaction in question;


4.     duly notes that the present
delegation entails the express waiver by the shareholders, in favor of the
grantees of options to subscribe for shares, of their preemptive rights
relating to the shares that are to be issued as and when said options are
exercised. The increase in the share capital resulting from the exercise of the
options to subscribe for shares will be definitively completed by mere
declaration that the option is exercised accompanied by the subscription form
and full payment, which may be made in cash or by set-off of debts of the
company;


5.     consequently,
confers full powers on the Board of Directors to implement the present
authorization, and in particular to:


·                  establish a list of grantees of
options, showing the number of options granted to each;









 



·                  set the terms
and conditions of the options, and in particular:


–                 the term of
validity of the options, it being understood that the options must be exercised
within a maximum period of 10 years;


–                 the exercise
date(s) or period(s) of the options, it being understood that the Board of
Directors may (a) bring forward the exercise date(s) or period(s) of the
options, (b) extend the exercisability of the options, or (c) amend the dates
or periods during which shares obtained by exercise of options may not be
transferred or converted into bearer shares;


–                 any clauses
prohibiting immediate resale of some or all of the shares provided that the
period for which the shares must be retained may not exceed three years from
exercise of the option;


·                  where appropriate, limit, suspend,
restrict or prohibit the exercise of options or the transfer or conversion into
bearer shares of shares obtained by the exercise of options during certain
periods or with effect from certain events; such decision may relate to some or
all of the options or shares or to some or all of the grantees;


·                  decide on the date, which may be
retrospective, from which the new shares resulting from the exercise of options
to subscribe for shares will rank for dividend;


6.     resolves that the Board of
Directors, with authority to subdelegate within the law, will have full powers
to duly record the completion of capital increases to reflect the amount of
shares actually subscribed by the exercise of options to subscribe for shares,
amend the bylaws accordingly, and, at its sole discretion and as it sees fit,
charge the costs of the capital increases against the share premium arising
thereon and withhold from this premium the sums necessary to increase the legal
reserve to one-tenth of the new share capital after each capital increase, and
accomplish all formalities necessary for the listing of the securities thereby
issued, make all declarations with the relevant bodies and generally do all
that is necessary;


7.     resolves
that this authorization cancels with effect from this day any unused portion of
any previous delegation to the Board of Directors of authority to grant options
to subscribe for or purchase shares. It is granted for a period of twenty-six
months from this day.