Exhibit 1.1

This text is a free translation from the French language and is supplied solely for information purposes.

Only the original version in the French language has legal force.

SANOFI-AVENTIS

Limited liability company

(Société Anonyme à conseil dadministration)

Registered capital: 2,631,050,926 euros

Registered office: 174, avenue de France, 75013 PARIS

Registration number: PARIS 395 030 844

BYLAWS

Updated February 10, 2009



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This text is a free translation from the French language and is supplied solely for information
purposes.

Only the original version in the French language has legal force.



PART I

GENERAL PROVISIONS

Article 1  Form of company

The company, in the form of a limited liability company (société anonyme), is governed by applicable laws and regulations as well as by these bylaws
(statuts).

Article 2  Corporate name

The name of the company is: Sanofi-Aventis.

Article 3  Corporate Purposes

The companys corporate purposes, in France and abroad, are:



| |  | Acquiring interests and holdings, in any form whatsoever, in any company or enterprise, in existence or to be created, connected directly or indirectly with the
health and fine chemistry sectors, human and animal therapeutics, nutrition and bio-industry;
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in the following areas:



| |  | Purchase and sale of all raw materials and products necessary for these activities;
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| |  | Research, study, and development of new products, techniques and processes;
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| |  | Manufacture and sale of all chemical, biological, dietary and hygienic products;
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| |  | Obtaining or acquiring all intellectual property rights related to results obtained and, in particular, filing all patents, trademarks and models, processes or
inventions;
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| |  | Operating directly or indirectly, purchasing, and transferring  for free or for consideration  pledging or securing all intellectual property rights,
particularly all patents, trademarks and models, processes or inventions;
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| |  | Obtaining, operating, holding and granting all licences;
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| |  | Within the framework of a group-wide policy and subject to compliance with the relevant legislation, participating in treasury management transactions, whether as
lead company or otherwise, in the form of centralized currency risk management or intra-group netting, or any other form permitted under the relevant laws and regulations;
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And, more generally:



| |  | All commercial, industrial, real or personal, property financial or other transactions, connected directly or indirectly, totally or partially, with the activities
described above and with all similar or related activities and with any other purposes likely to encourage or develop the companys activities.
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Article 4  Registered office

The registered office is located at: 174, Avenue de France, PARIS 75013.

Should a transfer of the registered office be decided upon by the Board of Directors (conseil dadministration), the Board is authorised to
modify the statutes accordingly.

Article 5  Term of company

The term of the company will expire on May 18, 2093 unless dissolved prior to that date or extended by a decision of the extraordinary general shareholders meeting.



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This text is a free translation from the French language and is supplied solely for information
purposes.

Only the original version in the French language has legal force.



PART II

SHARE CAPITAL

Article 6  Registered Capital

The registered capital is 2,631,050,926 (two billion, six hundred and thirty-one million, fifty thousand, nine hundred and twenty-six euros).

It is divided into 1,315,525,463 shares with a par value of 2 each, all of the same class and fully paid.

Article 7  Form of shares

The shares are registered or
bearer shares, according to the shareholders choice, under the conditions established by applicable legal provisions.

The company may apply
legislative and regulatory provisions concerning the identification of holders of securities giving them the immediate or future right to vote.

Any
individual or entity, acting individually or jointly, who acquires a number of shares representing a proportion of the capital or of voting rights equal to or exceeding 1% of the share capital, or any multiple of this percentage, even beyond the
minimum declaration limits laid down by the legal and regulatory provisions, must inform the company of the total number of shares and voting rights held by the individual or entity and also of any securities giving future access to the capital or
voting rights which may potentially be attached. Notification is to be made by registered mail, return receipt requested, within five stock exchange days of the date on which the threshold was reached.

The obligation to notify the company also applies when the shareholders holding of the capital or voting rights falls to a level below each of those thresholds
described in the third paragraph of this article.

The legal penalties applicable to failure to declare the crossing of a statutory threshold apply equally
to a failure to declare the crossing of any threshold stipulated in the bylaws and recorded in the minutes of the shareholders meeting at the request of one or more shareholders holding at least 5% of the companys share capital or voting
rights.

Article 8  Conveyance and transfer of shares

The shares are freely negotiable.

The transfer of shares occurs by transfer from one account to another in accordance with
the conditions laid down by law and regulations.

Article 9  Rights and obligations attached to each share



|1) | With regard to ownership of the corporate assets, sharing of profits and the liquidation surplus, each share entitles its owner to an amount in proportion to the number of existing
shares.
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|2) | Whenever it is necessary to possess a certain number of shares to exercise a right, the owners who do not possess that number of shares are responsible for taking any steps to
combine the number required.
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|3) | Each shareholder has as many votes as the number of shares he owns or represents subject to the provisions below.
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A double voting right is assigned to each registered share that is paid for in full and that has been registered in the name of the same shareholder for
at least two years.

The double vote ceases automatically for any share converted into a bearer share or transferred from one owner to
another, subject to exceptions laid down by law. Bonus shares arising from an increase of share capital by incorporation of reserves, profits or share premiums receive the benefit of the double vote as from the time of their issue in so far as they
have been assigned on the basis of shares already benefiting from this right.

Article 10  Paying-up
(libération) of shares

Sums that are due on shares to be paid for in cash are requested by the Board of
Directors which determines the dates and extent of the calls for funds.



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This text is a free translation from the French language and is supplied solely for information
purposes.

Only the original version in the French language has legal force.



Shareholders who do not make the payments due on the shares they hold automatically owe the company default interest
calculated on a daily basis starting from the due date, at the legal rate in business matters increased by three points, without prejudice to the compulsory enforcement measures provided by law.

PART III

MANAGEMENT OF THE COMPANY

Article 11  Board of Directors

The
company shall be administered by a Board of Directors composed of between three and eighteen members.

As soon as the number of directors aged over 70
represents more than one-third of the directors in office, the oldest director shall be deemed to have resigned; his term of office shall end at the date of the next Ordinary General Meeting.

Each director must own at least one share during his term of office.

Directors shall hold office for a maximum of four years; reappointment of directors shall be on a rotation basis.

The Ordinary General Meeting
shall set the term of office of directors such that members of the Board are reappointed on a regular basis in the most equal proportions possible. However, terms of office in progress shall continue until the expiry date originally set.

Each member standing down shall be eligible for reappointment.

Article 12  Chairman and Vice-Chairman of the Board of Directors

The Board of Directors shall elect from among its members a
Chairman, who must be a natural person. Except in the circumstances specified in article 16 when he also assumes the function of Chief Executive Officer, the Chairman may hold office until the Ordinary General Meeting called to approve the financial
statements of the immediately preceding financial year and held in the calendar year in which he reaches the age of 70.

The Board may appoint from among
its members a Vice-Chairman, who must be a natural person less than 65 years of age.

They may be appointed for their entire term of office as directors.

In the event of the temporary incapacity, resignation, death or non-reappointment of the Chairman, the Board of Directors may delegate another director to
act as chairman. In the event of temporary incapacity, such delegation shall be given for a limited period and shall be renewable. In other cases, it shall be valid until a new Chairman is elected.

The Chairman shall organise and direct the work of the Board, and be accountable for this to the General Meeting.

He shall ensure that the companys organs of management operate properly and in particular that the directors are capable of fulfilling their duties.

Article 13  Deliberations of the Board

The Board of
Directors shall meet as often as required by the interests of the company, either at the registered office or at any other place indicated in the notice of the meeting. The Chairman may notify the directors of meetings of the Board of Directors by
any means, even orally.

Meetings of the Board of Directors shall be chaired by the Chairman of the Board of Directors or in his absence by the
Vice-Chairman. If the Chairman and Vice-Chairman are both absent, the Board of Directors shall appoint, for each meeting, a member who will chair the meeting.

Decisions shall be taken on the quorum and majority conditions stipulated by law.

The secretary of the Board of Directors shall be authorised to
certify as a true record copies of and extracts from minutes of Board meetings.

Article 14  Boards powers

The Board of Directors shall determine the strategic orientations of the companys business and ensure they are implemented.



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This text is a free translation from the French language and is supplied solely for information
purposes.

Only the original version in the French language has legal force.



Subject to powers expressly granted to shareholders meetings and within the limits of the corporate objects,
the Board shall address any issue of relevance to the proper functioning of the company, and shall by its deliberations settle all matters that concern it.

The Board shall perform controls and tests as it sees fit. Each director shall receive all the information necessary for the fulfilment of his duties, and may have disclosed to him all documents that he judges to be useful.

Article 15  Committees

The Board may appoint one or
several committees. The members of committees are responsible for examining any matters referred to them by the Board or the Chairman.

Article 16
 Management

In accordance with the law, the executive management of the company shall be conducted under the responsibility of the Chairman
of the Board of Directors, either by himself or by another natural person appointed by the Board of Directors and bearing the title of Chief Executive Officer.

The Board of Directors shall decide which of these two methods of executive management to adopt on a majority of directors present or represented.

The Board of Directors shall appoint from among its members, or from outside the Board, the Chief Executive Officer, who shall be a physical person aged less than 65. The Chief Executive Officer shall have the broadest powers to act in all
circumstances in the name of the company, within the limits of the corporate objects and subject to powers expressly reserved by law for shareholders meetings and the Board of Directors. He shall represent the company in its dealings with
third parties.

If the executive management of the company is conducted by the Chairman, the provisions contained in the law and regulations and in the
bylaws relating to the Chief Executive Officer shall apply to him except those relating to the age limit. He shall take the title of Chairman and Chief Executive Officer and shall hold office until the Ordinary General Meeting called to approve the
financial statements of the immediately preceding financial year and held in the calendar year in which he reaches the age of 68.

On a proposal by the
Chief Executive Officer, whether this function be assumed by the Chairman of the Board or by another person, the Board of Directors may appoint from one to five persons in charge of assisting the Chief Executive Officer, with the title of Deputy
Chief Executive Officer.

In agreement with the Chief Executive Officer, the Board of Directors shall determine the scope and duration of the powers
granted to the Deputy Chief Executive Officers.

In dealings with third parties, the Deputy Chief Executive Officers shall have the same powers as the
Chief Executive Officer.

Article 17  Observers (censeurs)

On the Chairmans proposal, the Board may appoint up to two observers (censeurs). Observers are chosen from amongst the shareholders and are appointed for a
period of five years. The observers may be re-appointed. They may be dismissed at any time by decision of the Board of Directors.

They are responsible for
ensuring that the bylaws are strictly observed. They are invited to attend Board meetings in a consultative capacity; however, their absence from such meetings is not detrimental to the validity of the proceedings.

They examine the annual accounts and address comments to the members of the ordinary general shareholders meeting as they deem necessary.

The Board may remunerate the observers by deducting sums from the amount of the attendance fees allotted by the general shareholders meeting to Board members.

PART IV

STATUTORY
AUDITORS

Article 18  Statutory Auditors

One or several principal auditors are appointed and carry out their audit assignment in compliance with the law.



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This text is a free translation from the French language and is supplied solely for information
purposes.

Only the original version in the French language has legal force.



PART V

GENERAL SHAREHOLDERS MEETINGS

Article 19  Right of access  Representation



|1) | All shareholders shall be entitled to attend personally or by proxy, on presentation of proof of identity and of share ownership, in the form and at the places indicated in the
notice of the meeting, no later than midnight Paris time three business days before the date of the meeting.
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|2) | All shareholders may be represented by their spouse or by another shareholder at all meetings. They may also vote by mail on the conditions stipulated by law.
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|3) | All shareholders may also, if the Board of Directors so decides at the time the meeting is called, participate in and vote at meetings by video-conference link or by any means of
telecommunication that enables the shareholder to be identified on the conditions stipulated by and in accordance with the terms laid down by the legal provisions in force. Such decision shall be notified in the notice of the meeting published in
the Bulletin des Annonces Légales Obligatoires.
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Shareholders who within the required time limit use
the electronic voting form provided on the website set up by the organizer of the meeting shall be deemed equivalent to shareholders who are present or represented at the meeting. The electronic form may be completed and signed directly on this
website using an identity code and password, in accordance with the first sentence of the second paragraph of article 1316-4 of the Civil Code.

Proxies or votes expressed electronically in this way before the meeting, and the confirmation of receipt given in reply, shall be regarded as irrevocable written instructions enforceable on all parties, it being stipulated that if the
shares are sold before midnight Paris time on the third business day preceding the meeting, the company shall invalidate or amend, as the case may, proxies or votes expressed before such date and time.

Article 20  Notice of general shareholders meetings

The meetings are convened by the Board of Directors under the conditions and within the time limits prescribed by law. They are held at the registered office or at in any other place indicated in the convening letter or notice.

Article 21  Meeting committee

The general
shareholders meeting is presided over by the Chairman of the Board of Directors or, in his absence, by a director appointed by the Board.

The duties
of examiner (scrutateur) are fulfilled by the two shareholders, present and willing, who hold the greatest number of votes both in their own name and in their capacity as authorised agents.

The committee appoints a secretary who need not be a member of the general meeting.

Article 22  General shareholders meetings

Ordinary and extraordinary general shareholders meetings, acting under
the conditions of quorum and majority laid down by law, exercise the powers assigned to them in compliance with the law.

PART VI

ALLOCATION OF PROFITS

Article
23  Financial year

Each financial year starts on January 1stand ends on December 31st.

Article 24  Allocation of profits



|1) | The profit or loss of the financial year is the difference between the income and expenses of the financial year, after deduction of depreciation, amortization and provisions, as
shown in the profit and loss account.
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|2) | From the profit of the financial year, decreased, as the case may be, by prior losses, a deduction of at least five per cent is made, this deduction being allocated
for the creation of a reserve fund known as the legal reserve. This deduction is no longer
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This text is a free translation from the French language and is supplied solely for information
purposes.

Only the original version in the French language has legal force.



| | compulsory when the amount of the legal reserve reaches one-tenth of the registered capital. The deduction begins again if, for any reason whatsoever, the
legal reserve falls to a level below the said fraction.
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The remaining balance, increased, as the case may be, by the
profit carried forward, constitutes the distributable profit.

On the Boards proposal, the ordinary general shareholders meeting
may decide that the distributable profit may, totally or partially, be carried forward or assigned to one or several general or special reserve funds.

Article 25  Dividends

The general shareholders meeting, voting on the accounts of the financial year, may grant each
shareholder for all or part of the dividend to be distributed, the option to choose between receiving payment of the dividends in cash or shares.

Subject
to prevailing legal or regulatory provisions, the Board of Directors may pay interim dividends in cash or shares, even during the course of the financial year.

PART VII

DISSOLUTION  LIQUIDATION

Article 26

On the expiry of the term of the company or in
case of dissolution prior to that date, the general shareholders meeting rules on the mode of liquidation and appoints one or several liquidators whose powers it determines and who carry out their duties, in compliance with the law.

The liquidation proceeds are first used to pay liabilities. Subsequent to this payment and after payment of liquidation costs, the surplus is used to
reimburse the nominal value of the shares; the balance is distributed amongst the shareholders in the same proportions as their participation in the share capital.

PART VIII

DISPUTES

Article 27

Any disputes that may arise during the life of the company or its liquidation, either between the
shareholders and the company or between the shareholders themselves, concerning the interpretation or enforcement of these statutes or generally regarding corporate business, are subject to the jurisdiction of the competent courts.



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