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

Limited liability company

(Société Anonyme à conseil dadministration)

Registered capital: 2,681,837,622 euros

Registered office: 54, rue La Boétie, 75008 PARIS

Registration number:
PARIS 395 030 844

ARTICLES OF ASSOCIATION

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 articles of association (statuts).

Article 2 - Corporate name

The
corporate name shall be: Sanofi.

Article 3  Corporate Purpose

The companys corporate purpose, in France and abroad, is:



| |  | 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 licenses;
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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 intragroup 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 even 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: 54, rue La Boétie, PARIS 75008.

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 Shareholders General Meeting.

PART II

SHARE CAPITAL

Article 6  Registered Capital

The registered capital is 2,681,837,622 (two billion, six hundred and eighty one million eight hundred and thrity seven thousand six hundred and twenty two euros).

It is divided into 1,340,918,811 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 articles of association 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 called in by the Board of Directors which determines the dates and extent of the calls for funds.

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 of which the minimum and maximum number of members is set by current legislation.

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 Shareholders General Meeting.

Each director must own at least
five hundred shares throughout his term of office.

The term of office of directors shall be four years. Directors shall be required to seek
re-election by rotation, such that members of the Board are required to seek re-election on a regular basis in the most equals proportions possible. Exceptionally, the Ordinary Shareholders General Meeting may elect a director to serve for a
term of one, two or three years, in order to ensure adequate rotation of Board members.

Each director standing down shall be eligible for
re-election.

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 Shareholders 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 70 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 Shareholders 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.



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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 powers

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

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 shall appoint a Committee, accountable to the
Board, to oversee issues relating to the preparation and audit of financial and accounting information, in accordance with the law.

The Board
may appoint one or more other Committees to examine issues 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 articles of association 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 Shareholders 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.



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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 articles of association 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
Shareholders General Meeting as they deem necessary.

The Board may remunerate the observers by deducting sums from the amount of the
attendance fees allotted by the Shareholders General Meetings 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.

PART V

SHAREHOLDERS GENERAL 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) | Any shareholder may be represented or vote by mail on the conditions stipulated by law.
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|3) | Any shareholder may also, if the Board of Directors so decides on convening the meeting, participate in and vote at meetings by video-conference or by any other means
of telecommunication including the Internet that enables him or her to be identified on the conditions and according to the methods laid down by the legislation in force. Such decision will be notified in accordance with the law.
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Those shareholders who use for this purpose the electronic form provided on the web site of the General Meeting
centralizer shall be deemed to be among the shareholders present or represented. The electronic form may be completed and signed directly on this site through a user code and a password, as provided at the first sentence of the second line of
article 1316-4 of the French Civil Code.

The proxy or the vote provided by this electronic means prior to the General Meeting,
as well as the evidence of receipt which is provided, shall be deemed irrevocable and may be asserted against all persons, it being specified that in the event of a sale of shares occurring before the third business day preceding the General Meeting
at the zero-hour, Paris time, the Company will invalidate or revise, depending on the situation, the proxy or the vote provided before this date and this hour.

Article 20 - Notice of Shareholders General 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 any other place indicated in the convening letter or notice.



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Article 21 - Meeting committee

Shareholders General Meetings are 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 - Shareholders General Meetings

Ordinary and Extraordinary Shareholders General 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 income statement.
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|2) | From the profit of the financial year less any 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 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, plus any profit carried forward, constitutes the
distributable profit.

On the Boards proposal, the Ordinary Shareholders General 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
Shareholders General 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 the event of dissolution prior to that date, the Shareholders General 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.



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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.