exh_10-1.htm


     

     

    Exhibit 10.1

     

     

     

    
      EXECUTION VERSION

    

     

    
      


       

      Dated
July 29, 2009

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      CALL
OPTION AGREEMENT

       

      


       

      MERCK
& CO., INC.

       

      and

       

      SCHERING-PLOUGH
CORPORATION

       

      and

       

      SANOFI-AVENTIS

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CALL
OPTION AGREEMENT

       

      


       

      Call Option Agreement, dated
as of July 29, 2009, among:

       

      
        	
                (1)

              	
                Schering-Plough
      Corporation, a corporation organized under the laws of New Jersey
      (“Schering-Plough”);

              


      

       

      
        	
                (2)

              	
                Merck & Co.,
      Inc., a corporation
      organized under the laws of New Jersey (“Merck”); 

              


      

       

      -and-

       

      
        	
                (3)

              	
                Sanofi-Aventis, a société anonyme
      organized under the laws of France (“Sanofi-Aventis”)

              


      

       

      (Schering-Plough,
Merck and Sanofi-Aventis are hereinafter referred to individually as a “Party” and collectively as the
“Parties”).

       

      WHEREAS

       

      
        	
                (A)

              	
                Merck
      and Schering-Plough are parties to that certain Agreement and Plan of
      Merger, dated March 8, 2009 (the “Merger Agreement”), by and
      among Schering-Plough, Merck and two Subsidiaries of Schering-Plough
      formed to execute the merger of one of the Subsidiaries into
      Schering-Plough such that Schering-Plough is the surviving corporation in
      such merger and the other Subsidiary into Merck such that Merck is the
      surviving corporation in such merger (the “Merger”) and becomes a
      wholly-owned Subsidiary of
Schering-Plough;

              


      

       

      
        	
                (B)

              	
                Each
      of Merck and Sanofi-Aventis owns, indirectly, 50% of the outstanding
      equity interests in Merial Limited, a private company limited by shares
      organized under the laws of England and domesticated in Delaware as a
      limited liability company (“Merial”). Merial and its
      Subsidiaries are engaged in the discovery and development, manufacturing,
      marketing and sale of pharmaceutical, biological and medicinal products to
      enhance the health or performance of animals (collectively, the “Merial
      Business”);

              


      

       

      
        	
                (C)

              	
                Schering-Plough
      and its Subsidiaries are engaged in the animal health business, including
      discovery and development, manufacturing and sale of veterinary products
      in all major food producing and companion animal species (collectively,
      the “I/SP
      Business”), which is conducted through Intervet Holdings B.V.,
      Intervet, Inc. and certain other Subsidiaries of Schering-Plough (the
      “I/SP
      Entities”);

              


      

       

      
        	
                (D)

              	
                Merck
      and Sanofi-Aventis have agreed, pursuant to a share purchase agreement,
      dated as of the date hereof (the “Share Purchase
      Agreement”), by and among Sanofi-Aventis, Merck and certain of
      Merck’s Subsidiaries, that certain of Merck’s Subsidiaries will sell to
      Sanofi-Aventis or a Subsidiary of Sanofi-Aventis and Sanofi-Aventis or
      such Subsidiary will buy from Merck’s Subsidiaries, all of the equity
      interests in Merial owned by Merck and its Subsidiaries (the “Merial Equity
      Interests”) such that Sanofi-Aventis will then own, directly or
      indirectly, all of the outstanding equity interests in Merial;
      and

              


      

       

      
        
          	
                  (E)

                	
                  
                    Subject
      to and upon the terms and conditions described in this Agreement,
      Schering-Plough offers herein to Sanofi-Aventis an option, and
      Sanofi-Aventis accepts such option (without undertaking to exercise it),
      to, following the completion of the Merger and the acquisition by
      Sanofi-Aventis of the Merial Equity Interests pursuant to the Share
      Purchase Agreement, cause the I/SP Entities, which would, at the Closing,
      collectively conduct all of the I/SP Business, to be combined with Merial
      (by way of contribution) upon the terms and conditions described in this
      Agreement, as a result of which Sanofi-Aventis and Schering-Plough would
      each, directly or indirectly, hold 50% of the equity interests in such
      combined company.

                  

                


        

      

       

      Now, Therefore, in
consideration of the mutual covenants herein contained and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties, intending to be legally bound, hereby covenant and
agree as follows:

       

      
        	1	Definitions
	 	 
	 	In this Agreement,
      in addition to such terms as are defined elsewhere in this Agreement, the
      following terms have the meanings specified in this Clause 1:
	 	 
	 	“AAA Complex Commercial
      Rules” has the meaning set forth in Clause 4.5.1;
	 	 
	 	“Abbreviated Financial
      Statements” means:


      

       

      
        	
                 
      

              	
                ·

              	
                Statement
      of Net Sales and Expenses for the I/SP Business pursuant to the
      requirements of Rule 3-05 of Regulation S-X. These statements will include
      net sales less expenses attributable to the I/SP Business. Expenses would
      include all direct expenses, such as cost of sales, sales and marketing,
      depreciation and amortization, foreign exchange transaction gains and
      losses, special and acquisition related charges and all allocations of
      corporate administrative expenses that have historically been made by
      Schering-Plough and would only exclude interest, income taxes and the
      costs of Schering-Plough’s senior executive management (which is
      considered to be part of corporate
overhead);

              


      

       

      
        	
                 
      

              	
                ·

              	
                Statement
      of Assets Acquired and Liabilities Assumed pursuant to the requirements of
      Rule 3-05 of Regulation S-X. This statement will consist only of the
      assets acquired and liabilities to be assumed by an
    acquirer;

              


      

       

      
        	
                 
      

              	
                ·

              	
                To
      the extent available, selected cash flow information about cash flows
      relating to the I/SP Business in the notes to the financial statements.
      Such information will be prepared consistent with the Statement of Assets
      Acquired and Liabilities Assumed and Statement of Net Sales and Expenses;
      and

              


      

       

      
        	
                 
      

              	
                ·

              	
                The
      notes to the I/SP Business financial statements will disclose the basis of
      presentation and the nature of the omitted
  items;

              


      

       

      “Affiliate” of a Person means a
Person that directly or indirectly through one or more intermediaries Controls,
is Controlled by, or is under common Control with, the first
Person;

       

      “Agreement” means this Call
Option Agreement, including the Schedules and Exhibits hereto;

       

      “animal health business” means
the animal health business, including the discovery and development,
manufacturing, marketing and sale of animal health products throughout the
world;

       

      “Business Day” means a day
other than a Saturday, Sunday or other day on which commercial banks in New York
City, London or Paris are authorized or required to close;

       

      “Call Notice” has the meaning
set forth in Clause 3.5.2;

       

      “Call Right” has the meaning
set forth in Clause 3.1.1;

       

      “Closing” has the meaning set
forth in Clause 6.1;

       

      “Closing Accounts” means
collectively the I/SP Closing Accounts and the Merial Closing
Accounts;

       

      “Closing Date” has the meaning
set forth in Clause 6.1;

       

      “Closing Financial Documents”
means collectively the I/SP Closing Accounts, the Merial Closing Accounts, the
I/SP Value, the Merial Value, the Notified I/SP Adjustment Amount and the
Notified Merial Adjustment Amount;

       

      “Commencement Date” has the
meaning set forth in Clause 3.2.2;

       

      “Competition Laws” means the
antitrust or competition laws in effect with respect to the exercise of the Call
Right and transfer of the I/SP Business to Merial, including in the European
Union and the United States;

       

      “Confidentiality Agreement”
means that certain confidentiality agreement, dated June 18, 2009, by and among
the Parties;

       

      “Confidential Information” has
the meaning set forth in Clause 10.2;

       

      “Contribution Agreement” has
the meaning set forth in Clause 3.3.1;

       

      “Contribution Reference Date”
means the last day of the month prior to the Satisfaction Date, for which a
statement of assets and liabilities for the I/SP Business and a Merial Balance
Sheet are available;

       

      “Control” means, in relation to
any Person, where a Person (or Persons acting in concert) has direct or indirect
control (i) of the affairs of another Person, or (ii) over more than 50% of the
total voting rights conferred by all the issued shares in the capital of another
Person which are ordinarily exercisable in a general meeting or (iii) of a
majority of the board of directors of another Person (in each case whether
pursuant to relevant constitutional documents, contract or otherwise) and “Controlled” shall be construed
accordingly;

       

      “Decision and Order” means the
Order of the FTC in connection with the regulatory approval of the Merger if it
is either (i) accepted or approved by the FTC for public comment or (ii) issued
as final by the FTC;

       

      “Due Diligence Period” has the
meaning set forth in Clause 3.2.1;

       

      “Earliest EC Filing Date” has the
meaning set forth in Clause 7.2.6;

       

      “EC Filing” has the meaning set
forth in Clause 11.1.3;

       

      “Encumbrance” means any lien,
privilege, mortgage, pledge, third-party claim or right, charge, restriction of
use, defect of title, easement, security interest or encumbrance of any kind,
including, without limitation, obligations resulting from any sublease, tenancy,
right of occupation, easement, preemptive right or privilege in favor of any
person or entity;

       

      “Excess Price” has the meaning
set forth in Clause 3.6.3;

       

      “Excess Shares” has the meaning
set forth in Clause 3.6.2;

       

      “Expert” has the meaning set
forth in Clause 4.3.3;

       

      “Expiration Date” has the
meaning set forth in Clause 3.5.1;

       

      ”Final I/SP Adjustment Amount”
has the meaning set forth in Clause 4.3.5;

       

      ”Final Merial Adjustment
Amount” has the meaning set forth in Clause 4.3.5;

       

      “Floor Price” means
US$8,500,000,000;

       

      “FTC” means U.S. Federal Trade
Commission;

       

      “Governmental Authority” means
any international, supranational or national government, any state, provincial,
local or other political subdivision thereof, any entity, authority or body
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, including any government authority,
agency, department, board, commission or instrumentality of France, the United
States or another nation or jurisdiction, any State of the United States or any
political subdivision of any thereof, any court, tribunal or arbitrator, or any
self-regulatory organization;

       

      “High Value” has the meaning
set forth in Clause 4.1.4;

       

      “I/SP Adjustment Amount” means
the positive or negative amount resulting from the following calculation: I/SP
Value less I/SP Contribution Value;

       

      “I/SP Business” has the meaning
set forth in Recital (C);

       

      “I/SP Closing Accounts” means
the audited statement of assets and liabilities of the I/SP Business to be
contributed as of the Closing Date prepared in a form substantially consistent
with the Abbreviated Financial Statements but reflecting purchase accounting and
other potential changes, such as in allocation methodology, in connection with
the Merger;

       

      “I/SP Contribution Value” has
the meaning set forth in Exhibit
B;

       

      “I/SP Enterprise Value” has the
meaning set forth in Exhibit
B;

       

      “I/SP Entities” has the meaning
set forth in Recital (C);

       

      “I/SP Entities MAC” means any
event, circumstance, change or effect that, individually or in the aggregate,
has, or is reasonably expected to have, a durationally significant material
adverse effect on the assets, results of operations, business or financial
condition of the I/SP Entities, taken as a whole, provided, that none of the
following events, circumstances, changes or effects, in and of itself or
themselves, shall constitute (or be taken into account in determining the
occurrence of) an I/SP Entities MAC: (a) any change in general economic
conditions or effects resulting from factors generally affecting companies in
the industry in which the I/SP Entities conduct business, (b) the announcement
or performance of this Agreement or the transactions contemplated hereby, (c)
any failure of, or expectation of failure of, the I/SP Entities to meet any
projections, forecasts or estimates of any type, provided that this exclusion
shall not prevent or otherwise affect any event, circumstance, change or effect
underlying such failure from being taken into account in determining whether an
I/SP Entities MAC has occurred, (d) any act of war, armed hostilities or
terrorism, or any worsening thereof, (e) any change required by any change in
law or accounting standards or any change in the interpretation or enforcement
of any of the foregoing, (f) any raw material shortages, (g) any event,
circumstance, change or effect that arises out of (i) any action of
Sanofi-Aventis or any of its Affiliates that would not be commercially
reasonable to take in the circumstances or (ii) the failure of Sanofi-Aventis or
any of its Affiliates to take any action that would be commercially reasonable
in the circumstances, or (h) any event, circumstance, change or effect that
relates to any matter that Sanofi-Aventis or any of its Affiliates has actual
knowledge prior to the date of this Agreement that has had, or is reasonably
likely to have, an I/SP Entities MAC (without giving effect to the exclusion
contained in this clause (h)); provided, however, that with respect to each of
the exclusions in clauses (a), (d), (e) and (f) above, such exclusions shall
only apply to the extent that the effect of such change is not materially more
adverse with respect to the I/SP Entities than the effect on comparable
businesses in the industry in which the I/SP Entities conduct
business;

       

      “I/SP Value” has the meaning
set forth in Exhibit
B;

       

      “Independent Valuer” has the
meaning set forth in Clause 4.1.5;

       

      “Knowledge of Sanofi-Aventis”
means the actual knowledge of any of Merial’s directors or committee members
appointed by Sanofi-Aventis within the scope of their employment
responsibilities and without independent inquiry or investigation;

       

      “Low Value” has the meaning set
forth in Clause 4.1.4;

       

      “MAC Amount Dispute Item” has
the meaning set forth in Clause 4.5.4;

       

      “MAC Amount Negotiation Period”
has the meaning set forth in Clause 4.5.4;

       

      “MAC Arbitrators” has the
meaning set forth in Clause 4.5.1;

       

      “MAC Dispute Notice” has the
meaning set forth in Clause 4.5.1;

       

      “MAC Occurrence Negotiation
Period” has the meaning set forth in Clause 4.5.1;

       

      “MAC Occurrence Notice” has the
meaning set forth in Clause 4.5.1;

       

      “MAC Valuer” has the meaning
set forth in Clause 4.5.4;

       

      “Master Agreement” means that
certain Master Merial Venture Agreement, dated May 23, 1997 by and among Merck
and Rhône-Poulenc S.A. (a predecessor entity to Sanofi-Aventis) and the other
parties named therein to combine their respective animal health and poultry
genetics businesses, as has been amended in writing prior to the date
hereof;

       

      “Matching Opportunity” has the
meaning set forth in Clause 7.4.1;

       

      “Merck” has the meaning set
forth in the Preamble;

       

      “Merger” has the meaning set
forth in Recital (A);

       

      “Merger Agreement” has the
meaning set forth in Recital (A);

       

      “Merger Control Authority”
means the European Commission, the United States Federal Trade Commission, the
United States Department of Justice or any other governmental body, in any
country or jurisdiction whatsoever, with authority for approving or disapproving
the transactions contemplated by this Agreement under the Competition
Laws;

       

      “Merial” has the meaning set
forth in Recital (B);

       

      “Merial Adjustment Amount” means the
positive or negative amount resulting from the following calculation: Merial
Value less Merial Contribution Value;

       

      “Merial Balance Sheet” means
the consolidated balance sheet of Merial and its Subsidiaries prepared in
accordance with US GAAP (which shall be without any adjustments for purchase
accounting with respect to the SPA Closing);

       

      “Merial Business” has the
meaning set forth in Recital (B);

       

      “Merial Closing Accounts” means
the audited Merial Balance Sheet as of the Closing Date prepared on the same
basis as the SPA Closing Date Balance Sheet, in each case, which shall be
without any adjustments for purchase accounting with respect to the SPA
Closing;

       

      “Merial Contribution Value” has
the meaning set forth in Exhibit
B;

       

      “Merial Enterprise Value” has
the meaning set forth in Exhibit
B;

       

      “Merial Equity Interests” has
the meaning set forth in Recital (D);

       

      “Merial Issuance” has the
meaning set forth in Clause 3.6.1;

       

      “Merial MAC” means any event,
circumstance, change or effect that, individually or in the aggregate, has, or
is reasonably expected to have, a durationally significant material adverse
effect on the assets, results of operations, business or financial condition of
Merial and its Subsidiaries, taken as a whole, provided, that none of the
following events, circumstances, changes or effects, in and of itself or
themselves, shall constitute (or be taken into account in determining the
occurrence of) a Merial MAC: (a) any change in general economic conditions or
effects resulting from factors generally affecting companies in the industry in
which Merial and its Subsidiaries conduct business, (b) the announcement or
performance of this Agreement or the transactions contemplated hereby, (c) any
failure of, or expectation of failure of, Merial and its Subsidiaries to meet
any projections, forecasts or estimates of any type, provided that this
exclusion shall not prevent or otherwise affect any event, circumstance, change
or effect underlying such failure from being taken into account in determining
whether a Merial MAC has occurred, (d) any act of war, armed hostilities or
terrorism, or any worsening thereof, (e) any change required by any change in
law or accounting standards or any change in the interpretation or enforcement
of any of the foregoing, (f) any raw material shortages, (g) any event,
circumstance, change or effect that arises out of (i) any action of Merck,
Schering-Plough or any of their Affiliates that would not be commercially
reasonable to take in the circumstances or (ii) the failure of Merck,
Schering-Plough or any of their Affiliates to take any action that would be
commercially reasonable in the circumstances, or (h) any event, circumstance,
change or effect that relates to any matter that Merck, Schering-Plough or any
of their Affiliates has actual knowledge prior to the date of this Agreement
that has had, or is reasonably likely to have, a Merial MAC (without giving
effect to the exclusion contained in this clause (h)), it being agreed that the
exclusion in this clause (h) shall not apply in the event of a withdrawal from
the market in one or more countries of any of Merial’s products based on
fipronil or in the event of any significant adverse change in labeling affecting
any of Merial’s products based on fipronil, as long as neither Merck,
Schering-Plough nor any of its Affiliates had actual knowledge prior to the date
of this Agreement of such withdrawal or label change; provided, however, that
with respect to each of the exclusions in clauses (a), (d) and (e) above, such
exclusions shall only apply to the extent that the effect of such change is not
materially more adverse with respect to Merial and its Subsidiaries than the
effect on comparable businesses in the industry in which Merial and its
Subsidiaries conduct business;

       

      “Merial Share Value” means the
Merial Contribution Value divided by the number of ordinary shares of Merial
that are outstanding immediately prior to the Closing Date;

       

      “Merial Value” has the meaning
set forth in Exhibit
B;

       

      “Net Balance Sheet Liabilities”
has the meaning set forth in Exhibit
B;

       

      “Net Debt” means (i) the sum of
long term and short term indebtedness for borrowed money under US GAAP,
including accrued but unpaid interest, premium and penalties less (ii) cash and
cash equivalents and short-term investments (in each case including accrued but
unpaid interest), in each case under US GAAP;

       

      “New Confidentiality Agreement”
means the confidentiality agreement to be entered into by the Parties pursuant
to Clause 3.2.1 substantially in the form set forth on Exhibit
C hereto.

       

      “Notice” has the meaning set
forth in Clause 11.2.1;

       

      “Notified I/SP Adjustment
Amount” has the meaning set forth in Clause 4.3.1;

       

      “Notified Merial Adjustment
Amount” has the meaning set forth in Clause 4.3.1;

       

      “Offer” has the meaning set
forth in Clause 7.4.1;

       

      “Offer Notice” has the meaning
set forth in Clause 7.4.3;

       

      “Order” means any judgment,
order, administrative order, writ, ruling, stipulation, injunction (whether
permanent or temporary), award, decree or similar legal restraint of, or binding
settlement having the same effect with, any Governmental Authority, including
(a) any Decision and Order of the FTC in connection with the Merger, if it is
either (i) accepted or approved by the FTC for public comment or (ii) issued as
final by the FTC, and (b) any order or decision by the European Commission
accepting undertakings from the parties to the Merger Agreement to divest in
connection with the Merger;

       

      “Ordinary Course” means, with
respect to the I/SP Entities, the conduct of the I/SP Business in accordance
with the I/SP Entities normal day-to-day customs, practices and procedures,
consistent with past practice and, with respect to Merial, the conduct of the
Merial Business in accordance with Merial’s normal day-to-day customs, practices
and procedures, consistent with past practice;

       

      “Other MAC Amount“ has the
meaning set forth in Clause 4.5.2;

       

      “Party” or “Parties” has the meaning set
forth in the Preamble;

       

      “Person” means any individual,
partnership, firm, corporation, association, trust, unincorporated organization,
joint venture, limited liability company or other entity;

       

      “Pre-Merger Stub Period” means
the period (x) starting on the first day of the calendar quarter in which the
Merger is completed and (y) ending on the day the Merger is
completed.

       

      “Post-Merger Stub Period” means
the period (x) starting on the day immediately after the day on which the Merger
is completed and (y) ending on the last day of the calendar quarter in which the
Merger is completed.

       

      “Regulatory Divestiture” has
the meaning set forth in Clause 7.3.2;

       

      “Related to the I/SP Business”
means required or necessary for, used or held for use primarily or exclusively
in connection with or otherwise material to the I/SP Business;

       

      “Representatives” means, with
respect to any Person, such Person’s accountants, counsel, financial and other
advisers, representatives, consultants, directors, officers, employees,
stockholders, partners, members and agents;

       

      “ROFR Period” means, if this
Agreement is terminated pursuant to Clause 9.1.3, the 18-month period
immediately following such termination;

       

      “SA Objection” has the meaning
set forth in Clause 4.3.2;

       

      “Sale Offer” has the meaning
set forth in Clause 7.4.3;

       

      “Sanofi-Aventis” has the
meaning set forth in the Preamble;

       

      “Satisfaction Date” means the
date on which the conditions precedent set forth in Clauses 13.1.1 and 13.1.3 of
the Contribution Agreement have been satisfied;

       

      “Schering-Plough” has the
meaning set forth in the Preamble;

       

      “Share Purchase Agreement” has
the meaning set forth in Recital (D);

       

      “Shareholders’ Agreement” has
the meaning set forth in Clause 3.4.2;

       

      “SP Objection” has the meaning
set forth in Clause 4.3.2;

       

      “SPA Closing” means the closing
of the transactions contemplated by the Share Purchase Agreement;

       

      “SPA Closing Date” means the
date of closing of the transaction contemplated by the Share Purchase
Agreement;

       

      “SPA Closing Date Balance
Sheet” means the Merial Balance Sheet as of the SPA Closing Date (which
shall be without any adjustments for purchase accounting with respect to the SPA
Closing), as finally determined pursuant to Clause 7.1.7;

       

      “Subsidiaries” means each
corporation or other Person in which a Person (i) owns or controls, directly or
indirectly, capital stock or other equity interests representing at least 50% of
the outstanding voting stock or other equity interests or (ii) has the right to
appoint or remove a majority of its board of directors or equivalent managing
body;

       

      “Termination Fee” has the
meaning set forth in Clauses 11.1.2, 11.1.3 and 11.1.4;

       

       “Third Party” means any Person
other than Schering-Plough, Merck, Sanofi-Aventis or Merial or any of their
respective Affiliates;

       

      “Threshold” has the meaning set
forth in Clause 7.3.2;

       

      “US GAAP” means the generally
accepted accounting principles effective in the United States;

       

      “Valuation Date” means the last
day of the calendar quarter immediately preceding the Commencement
Date;

       

      “Valuation Notice” has the
meaning set forth in Clause 4.1.3; and

       

      “Valuer” has the meaning set
forth in Clause 4.1.2.

       

       

      
        
          	
                  2            
      

                	
                  Interpretation

                
	 	 
	 
      	
                  2.1

                	
                  Singular,
      plural, gender

                
	 
      
	 
      	 
      	
                  References
      to one gender include all genders and references to the singular include
      the plural and vice versa.

                
	 
      
	 
      	
                  2.2

                	
                  Headings

                
	 
      
	 
      	 
      	
                  The
      headings used in this Agreement have been adopted by the Parties for ease
      of reference only, and the Parties declare that these headings are not to
      be comprised in this Agreement and shall not in any event influence the
      meaning or interpretation of this Agreement.

                
	 
      	 
      	 
      	 
      
	 
      	
                  2.3

                	
                  Schedules,
      etc.

                
	 
      
	 
      	 
      	
                  References
      to this Agreement shall include any Exhibits, Schedules and Recitals to it
      and references to Clauses, Exhibits and Schedules are to Clauses of,
      Exhibits to and Schedules to, this Agreement.

                
	 
      
	 
      	
                  2.4

                	
                  References
      to “directly or indirectly”

                
	 
      
	 
      	 
      	
                  “Directly or indirectly”
      means (without limitation) either alone or jointly with any other Person
      and whether on its own account or in partnership with another or others or
      as the holder of any interest in or as an officer, employee or agent of or
      consultant to any other Person.

                
	 
      
	 
      	
                  2.5

                	
                  Illustration

                
	 
      
	 
      	 
      	
                  Any
      phrase introduced by the terms “including”, “include”, “in particular” or
      any similar expression shall be construed as illustrative and shall not
      limit the sense of the words preceding those terms.

                
	 
      
	 
      	
                  2.6

                	
                  Monetary
      Figures

                
	 
      
	 
      	 
      	
                  All
      references to monetary figures shall be in United States dollars unless
      otherwise specified.

                
	 
      
	 
      	
                  2.7

                	
                  Name
      Change

                
	 
      
	 
      	 
      	
                  All
      rights and obligations of Schering-Plough set forth in this Agreement
      shall continue unaffected by the fact that in the Merger Schering-Plough
      may change its name to Merck & Co.,
Inc.

                


        

      

       

      
        	
                3

              	
                Call
      Right

              


      

       

      
        
          	
                   
      

                	
                  3.1

                	
                  Call
      Right

                


        

      

       

      
        	
                 
      

              	
                3.1.1

              	
                Upon
      the terms and subject to the conditions of this Agreement, Schering-Plough
      hereby grants to Sanofi-Aventis, or any Affiliate of Sanofi-Aventis that
      Sanofi-Aventis may designate, an irrevocable option (the “Call Right”) to acquire
      from Schering-Plough (by way of contribution to Merial) all (but not less
      than all) of the then-outstanding equity interests in the I/SP Entities
      (holding all of the I/SP Business) following completion of the Merger such
      that Schering-Plough (and/or one or more Affiliates of Schering-Plough
      that Schering-Plough may designate) and Sanofi-Aventis (and/or one or more
      Affiliates of Sanofi-Aventis that Sanofi-Aventis may designate) each,
      following the completion of the adjustment, if any, contemplated by
      Clauses 3.6.2 and 3.6.3, respectively holds 50% of the equity interests in
      Merial.

              


      

       

      
        	
                 
      

              	
                3.1.2

              	
                Sanofi-Aventis
      may elect, in its sole and unfettered discretion, subject to the
      conditions set forth herein and only after consummation of the Merger, to
      exercise or not exercise the Call Right at any time on or prior to 5:00
      p.m. New York City time on the Expiration Date in accordance with the
      provisions of Clause 3.5.1.

              


      

       

      
        	
                 
      

              	
                3.1.3

              	
                Schering-Plough
      grants this Call Right for payment by Sanofi-Aventis to Schering-Plough of
      the sum of one (1) US dollar in cash upon the execution
      hereof.

              


      

       

      
        	
                 
      

              	
                3.2

              	
                Due
      diligence

              


      

       

      
        	
                 
      

              	
                3.2.1

              	
                During
      the 10 Business Days following the completion of the Merger, Merck and
      Sanofi-Aventis shall use good faith efforts to negotiate and enter into a
      confidentiality agreement on customary and reasonable terms.  If
      by the end of such period they are unable to agree the form of, and enter
      into, such a confidentiality agreement, they shall execute and deliver on
      the last day of such period the New Confidentiality Agreement. Commencing
      no later than 10 Business Days following the completion of the Merger and
      continuing through the Expiration Date (such period, the “Due Diligence Period”),
      Merck and Schering-Plough shall provide Sanofi-Aventis and its Affiliates
      and their Representatives (including Merial personnel that are reasonably
      acceptable to Merck and Schering-Plough) with reasonable and prompt access
      during regular business hours to information regarding the I/SP Business
      that is reasonably necessary or customary for a transaction of this nature
      to conduct due diligence,
including:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                access
      to an electronic data room containing documents relating to the I/SP
      Business that were provided to Third Party bidders in the process
      conducted by Merck for the potential sale of the I/SP Business to one or
      more Third Parties (updated through the closing date of the Merger),
      including the right to make copies of the same; provided, however, that
      Sanofi-Aventis and its Representatives shall not have access to any
      information relating to any litigation between Sanofi-Aventis or its
      Affiliates, on the one hand, and Schering-Plough or its Affiliates, on the
      other hand, or the subject matter of such
  litigation;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      provision of the following financial
statements:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                audited
      Abbreviated Financial Statements for the fiscal year ending December 31,
      2008;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                unaudited
      Abbreviated Financial Statements for the six-month period ended June 30,
      2009 (subject to limited review standard by
  auditors);

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      subsequent quarterly or Pre-Merger Stub Period unaudited Abbreviated
      Financial Statements prior to the Merger (subject to limited review
      standard by auditors), to be provided as soon as available but in any
      event no later than 45 days following the end of such quarter;
      and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                any
      subsequent quarterly Post-Merger Stub Period unaudited financial
      statements following the Merger prepared in a form substantially
      consistent with the Abbreviated Financial Statements but reflecting
      purchase accounting and other potential changes, such as in allocation
      methodology, in connection with the Merger (subject to limited review
      standard by auditors), to be provided as soon as available but in no event
      later than 45 days following the end of such quarter (or if applicable law
      or regulation would not permit such delivery within such 45-day period, as
      soon as such applicable law or regulation would permit such
      delivery).

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      other up-to-date books, records or other information and documents
      relating to the I/SP Business as shall be reasonably requested by
      Sanofi-Aventis, subject to applicable
law;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                access
      to the management team of the I/SP Business (through management
      presentations or otherwise);

              


      

       

      
        	
                 
      

              	
                (v)

              	
                access
      to the properties, assets and manufacturing facilities of the I/SP
      Business (through site visits); and

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                recent
      Phase I or other more comprehensive environmental surveys for all relevant
      property of the I/SP Business, it being understood that in the case where
      a recent Phase I or more comprehensive environmental survey is not
      available or indicates potential issues may exist with respect to such
      property under relevant environmental or similar laws, Sanofi-Aventis
      shall be permitted to conduct sampling of soil, sediment, groundwater,
      surface water or building materials as Sanofi-Aventis reasonably requests
      and as approved by Schering-Plough, such approval not to be unreasonably
      withheld;

              


      

       

      provided, however, that (a)
Sanofi-Aventis and its Representatives shall take such action as is deemed
necessary in the reasonable judgment of Schering-Plough to schedule such access
and visits through a designated officer of Schering-Plough in such a way as to
avoid disrupting in any material respect the normal business of the I/SP
Business, (b) none of Schering-Plough, Merck or the I/SP Entities shall be
required to take any action which would constitute a waiver of the
attorney-client or other privilege to the extent that the Parties are unable to
agree to a joint defense agreement that would extend any such privilege to
Sanofi-Aventis and (c) Schering-Plough, the I/SP Entities and their respective
Subsidiaries need not supply Sanofi-Aventis with any information which, in the
reasonable judgment of Schering-Plough, or the I/SP Entities, (1)
Schering-Plough, the I/SP Entities or any of their respective Subsidiaries are
under a contractual or legal obligation not to supply or (2) is competitively
sensitive and would, if provided, be reasonably be likely to create or increase
the potential for legally prohibited conduct on the part of any
Party.

       

      
        	
                 
      

              	
                3.2.2

              	
                For
      purposes of this Agreement, the “Commencement Date” shall
      be the date that is 10 Business Days following the completion of the
      Merger, except that if Sanofi-Aventis has complied with its obligations
      under the first sentence of Clause 3.2.1 and Merck and Schering-Plough
      shall not have provided Sanofi-Aventis reasonable access to the materials
      contemplated by Clause 3.2.1(i) and Clause 3.2.1(ii), subparagraphs (a)
      and (b) during such 10-Business Day period, the “Commencement Date” shall
      be the first date upon which Merck or Schering-Plough shall have provided
      Sanofi-Aventis reasonable access to the materials contemplated by Clause
      3.2.1(i) and Clause 3.2.1(ii), subparagraphs (a) and
  (b).

              


      

       

      
        	
                 
      

              	
                3.3

              	
                Structure
      of the transaction

              


      

       

      
        	
                 
      

              	
                3.3.1

              	
                Upon
      exercise of the Call Right, the transactions described herein shall be
      made pursuant to the terms of a contribution agreement substantially in
      the form of Exhibit
      A attached hereto, with such disclosure schedules as shall be
      provided by the Parties (as such agreement may be modified in accordance
      with the terms of this Agreement, the “Contribution
      Agreement”), to be entered into by Sanofi-Aventis, Schering-Plough
      (and/or one or more Affiliates of Schering-Plough that Schering-Plough may
      designate) and Merial.

              


      

       

      
        	
                 
      

              	
                3.3.2

              	
                Until
      the 75th
      day of the Due Diligence Period, the Parties shall discuss and negotiate
      in good faith any desired amendments to (x) the structure of the
      transactions contemplated by this Agreement and the Contribution Agreement
      to the extent that any such proposal would conform to the principles
      specified in Clause 3.3.3 and/or (y) the other terms of the Contribution
      Agreement such as the representations, warranties and indemnities; provided that (i) no amendments
      shall be made to the structure of the transaction and/or the other terms
      of the Contribution Agreement unless the Parties agree thereto and (ii) in
      the event that the Parties are unable to otherwise agree on any such
      amendments, the Parties shall use the structure and the terms and
      conditions initially contemplated for by this Agreement and the
      Contribution Agreement.

              


      

       

      
        	
                 
      

              	
                3.3.3

              	
                For
      the purposes of Clause 3.3.2, the following principles shall be applied by
      the Parties:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Parties agree to use their respective commercially reasonable efforts to
      maximize the tax efficiency to the Parties, Merial and its Subsidiaries,
      the I/SP Entities and their respective Affiliates of the transactions
      contemplated by this Agreement;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      I/SP Entities, when transferred to Merial, shall comprise all of the
      right, title and interest of Schering-Plough and its Subsidiaries to the
      assets, liabilities and the employees Related to the I/SP Business at such
      time (subject to obtaining any necessary third-party consents), and shall
      not include any assets or employees other than those Related to the I/SP
      Business at such time or any liabilities (except to the extent related to
      the I/SP Business at such time). Other than as contemplated by the
      Contribution Agreement, Schering-Plough will not retain after Closing any
      properties, assets and rights that are Related to the I/SP Business at
      such time;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Merck
      and Schering-Plough shall be responsible for and bear any costs associated
      with any restructuring required to segregate the I/SP Business from
      Schering-Plough and its Affiliates’ other operations as well as to effect
      the transfer of the I/SP Business to Merial;
and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      I/SP Business shall be transferred so that with the arrangements described
      in subclauses (a) and (b) below Merial may operate the I/SP Business, in
      combination with the Merial Business, on a stand-alone basis and
      substantially as conducted during the 12-month period prior to the
      exercise of the Call Right. Schering-Plough agrees (a) to grant any
      appropriate intellectual property licenses or other types of similar
      arrangements or (b) for a reasonable transitional service period to
      provide, at cost, and for an agreed period of time, any service provided
      by Schering-Plough to the I/SP Business immediately prior to Closing, as
      may be required to achieve a timely and efficient transfer of the I/SP
      Business, in particular in connection with assets, properties or services
      that are not Related to the I/SP Business at such time and employees who
      are not primarily or exclusively dedicated to the I/SP Business at such
      time that are retained by Schering-Plough and are required to operate the
      I/SP Business in the ordinary
course.

              


      

       

      
        	
                 
      

              	
                3.3.4

              	
                Subject
      to applicable law, the combined entities’ headquarters, management team
      and management structure shall be as jointly determined by Merck and
      Schering-Plough, on the one hand, and Sanofi-Aventis, on the other
      hand.

              


      

       

      
        	
                 
      

              	
                3.4

              	
                Documentation

              


      

       

      
        	
                 
      

              	
                3.4.1

              	
                At
      or prior to the Closing, the applicable Parties shall enter into, or cause
      their respective Affiliates to enter into, any other document or agreement
      as is reasonably necessary to effect the transfer of the I/SP Entities to
      Merial (or any of its Affiliates) at the Closing.
  

              


      

       

      
        	
                 
      

              	
                3.4.2

              	
                At
      the Closing, the Parties shall enter into a new shareholders agreement for
      the combined I/SP Entities and Merial that shall have the same terms as
      the Master Agreement, other than terms that are no longer applicable due
      to the passage of time or change in facts (together with any other changes
      thereto as may be agreed between the Parties (if any), the "Shareholders
      Agreement"). Accordingly, Sanofi-Aventis shall prepare and deliver
      to Merck and Schering-Plough a proposed form of the Shareholders Agreement
      that memorializes the agreement set forth in the preceding sentence within
      10 days of the date of this Agreement, and promptly, and in any event
      within three (3) Business Days, following the receipt of such proposed
      form, Merck and Schering-Plough shall deliver to Sanofi-Aventis a written
      confirmation of the receipt of such form substantially in the form
      attached hereto as Exhibit
      D. The Parties agree that they will make their best efforts to
      confirm the form of the Shareholders Agreement reflects the agreement set
      forth in the first sentence of this Clause 3.4.2 within 75 days of this
      Agreement.  For the avoidance of doubt and without limitation to
      the foregoing, the terms of the Master Agreement under the article
      headings Objectives and Strategies, Business Scope, Merial Venture
      Companies, Governance, Certain Tax Matters, Profit and Loss Allocations,
      Dividends, Covenants, Non-Competition, Termination, Transfer of Interests,
      Change of Control, Dispute Resolution and Arbitration and Miscellaneous,
      and the related definitions and interpretive provisions for such articles,
      shall be fully included in the terms of the Shareholders
      Agreement.

              


      

       

      
        	
                 
      

              	
                3.4.3

              	
                Within
      30 calendar days of the Commencement Date, each of Merck and
      Schering-Plough, on the one hand, and Sanofi-Aventis, on the other hand,
      shall deliver to the other disclosure schedules setting forth one or more
      exceptions to, or disclosures required by, the representations and
      warranties set forth in the Contribution Agreement.  Each of the
      Parties may update such disclosure schedules at any time up until the
      fifth Business Day prior to the Expiration
Date.

              


      

       

      
        	
                 
      

              	
                3.5

              	
                Exercise

              


      

       

      
        	
                 
      

              	
                3.5.1

              	
                Following
      the completion of the Merger, and provided that Sanofi-Aventis (or any of
      its Affiliates) has consummated the acquisition of the Merial shares under
      the Share Purchase Agreement, Sanofi-Aventis may exercise the Call Right
      at any time until 5:00 p.m. New York City time on the 90th calendar day
      following the Commencement Date (such date, as may be extended by the next
      sentence, the “Expiration
      Date”).  In the event that an Independent Valuer is
      appointed pursuant to Clause 4.1.5 below, or if the MAC Amount (as defined
      in the Share Purchase Agreement) or the Other MAC Amount have not been
      finally determined in accordance with the terms of the Share Purchase
      Agreement or the terms hereof, the Expiration Date shall be extended until
      10 Business Days following the final determination of the MAC Amount, the
      Other MAC Amount, and of the I/SP Enterprise Value by the Independent
      Valuer.

              


      

       

      
        	
                 
      

              	
                3.5.2

              	
                Sanofi-Aventis
      may exercise the Call Right by delivering to Schering-Plough a written
      notice of such exercise in the form attached hereto as Exhibit
      E (the
      “Call Notice”),
      which notice shall, except as otherwise provided in Clause 9, be binding
      and irrevocable.

              


      

       

      
        	
                 
      

              	
                3.5.3

              	
                Upon
      exercise of the Call Right, the Parties undertake to execute the
      Contribution Agreement (incorporating any amendments as may be agreed by
      the Parties pursuant to Clause 3.3.2 and Clause 3.6.4) within five
      Business Days of delivery of such Call
Notice.

              


      

       

      
        	
                 
      

              	
                3.6

              	
                Contribution
      Value

              


      

       

      
        	
                 
      

              	
                3.6.1

              	
                Upon
      the exercise of the Call Right in accordance with the terms hereof and
      subject to the satisfaction of the conditions precedent set forth in the
      Contribution Agreement, Schering-Plough agrees to (and to cause its
      Affiliates to) transfer and/or contribute the I/SP Entities to Merial in
      exchange for the issuance by Merial (the “Merial Issuance”) and
      transfer of a number of new shares in Merial with a value equal to the
      I/SP Contribution Value. The number of Merial shares to be issued to
      Schering-Plough shall be equal to the following calculation: I/SP
      Contribution Value divided by the Merial Share Value provided, however, that if a
      fraction of a Merial share would be issued pursuant to the foregoing
      calculation, Schering-Plough shall contribute to Merial an additional
      amount in cash equal to (x) the Merial Share Value minus (y) (i)
      the Merial Share Value multiplied by
      (ii) the fraction of a Merial share that would be issuable to
      Schering-Plough but for the operation of this proviso, and the number of
      Merial shares issued to Schering-Plough shall be correspondingly rounded
      upwards to the next whole integer.

              


      

       

      
        	
                 
      

              	
                3.6.2

              	
                The
      Merial shares, if any, held directly or indirectly by either
      Schering-Plough (and its Subsidiaries) or Sanofi-Aventis immediately
      following the Merial Issuance (and its Subsidiaries) in excess of 50% of
      the then outstanding aggregate Merial ordinary shares immediately
      following the Merial Issuance shall be the “Excess Shares”. It is
      the Parties’ intent that each of Schering-Plough and Sanofi-Aventis (and
      their relevant respective Subsidiaries) will each own 50% of the ordinary
      shares of Merial, 50% of the dividend rights of the ordinary shares of
      Merial and 50% of the voting rights in
Merial.

              


      

       

      
        	
                 
      

              	
                3.6.3

              	
                In
      the event there are any Excess Shares, on the Closing Date, the Party
      holding such Excess Shares shall sell to the other Party, and the other
      Party shall purchase, the Excess Shares (provided that, if there are
      different classes of ordinary shares, such Party shall transfer such class
      of ordinary shares as it deems appropriate in its sole discretion) at a
      price per ordinary share equal to the Merial Share Value (such price, the
      “Excess Price”) by
      wire transfer of immediately available funds to an account designated by
      the seller of any such Excess
Shares.

              


      

       

      
        	
                 
      

              	
                3.6.4

              	
                Until
      the 75th
      day of the Due Diligence Period, the Parties may mutually agree on an
      alternate mechanism differing from that of Clauses 3.6.2 and 3.6.3 for the
      equalization of ownership in Merial and I/SP at the Closing, and neither
      Party will unreasonably object to such an alternate mechanism if such
      Party and its Affiliates, the I/SP Entities and Merial and its
      Subsidiaries would not be adversely impacted (more than a de minimis amount) by
      such alternate mechanism.

              


      

       

      
        	
                4

              	
                Determination
      of Value

              


      

       

      
        	
                 
      

              	
                4.1

              	
                I/SP
      Enterprise Value

              


      

       

      
        	
                 
      

              	
                4.1.1

              	
                Following
      the completion of the Merger, Merck and Schering-Plough and Sanofi-Aventis
      shall, based on the method set out in Clause 4.2, determine the I/SP
      Enterprise Value on a stand-alone basis as at the Valuation Date in
      accordance with Exhibit
      B.

              


      

       

      
        	
                 
      

              	
                4.1.2

              	
                Upon
      commencement of the Due Diligence Period, each of Merck and
      Schering-Plough, on the one hand, and Sanofi-Aventis, on the other hand,
      shall appoint an investment bank (each a “Valuer”) to assist it in
      determining the I/SP Enterprise Value.  Each of Sanofi-Aventis
      and Schering-Plough shall bear the costs of the Valuer it appoints
      pursuant to this Clause 4.1.2.

              


      

       

      
        	
                 
      

              	
                4.1.3

              	
                Each
      of Sanofi-Aventis and Schering-Plough, together with their respective
      Valuers, shall reach its own independent conclusions as to the I/SP
      Enterprise Value in accordance with Exhibit
      B, and shall provide the other with a simultaneous written notice
      (each a “Valuation
      Notice”) setting forth its calculation of the I/SP Enterprise Value
      in accordance with Exhibit
      B by at least 10 days prior to the Expiration
  Date.

              


      

       

      
        	
                 
      

              	
                4.1.4

              	
                If
      the highest figure (the “High Value”) provided by
      one Party on its Valuation Notice for the I/SP Enterprise Value is less
      than or equal to 120% of the lower figure (the “Low Value”) provided by
      the other on its Valuation Notice, then the I/SP Enterprise Value, as the
      case may be, shall equal the average of the High Value and the Low
      Value.

              


      

       

      
        	
                 
      

              	
                4.1.5

              	
                If
      the applicable High Value is more than 120% of the Low Value,
      Schering-Plough and Sanofi-Aventis shall within 5 calendar days after
      receipt of the last Valuation Notice appoint a mutually agreed-upon
      independent investment bank that does not act as a consultant or otherwise
      provide services to Sanofi-Aventis, Merck or Schering-Plough (the “Independent Valuer”) to
      determine the I/SP Enterprise Value within 30 days of its
      appointment.  Failing such agreement, the Independent Valuer
      shall be appointed by the American Arbitration Association pursuant to the
      list of expert financial valuators maintained by such agency. If the value
      provided by the Independent Valuer is closer to the applicable High Value,
      then the I/SP Enterprise Value shall equal the average of the value
      provided by the Independent Valuer and the applicable High Value (provided that the I/SP
      Enterprise Value shall not be above the applicable High Value). If the
      value provided by the Independent Valuer is closer to the applicable Low
      Value, then the I/SP Enterprise Value shall equal the average of the value
      provided by the Independent Valuer and the applicable Low Value (provided that the I/SP
      Enterprise Value shall not be below the Low Value). The fees of the
      Independent Valuer shall be borne equally by Schering-Plough and
      Sanofi-Aventis.

              


      

       

      
        	
                 
      

              	
                4.1.6

              	
                The
      Independent Valuer shall act as an expert and not as an
      arbitrator.  The determination of the Independent Valuer shall
      be final and binding on the Parties (in the absence of manifest error in
      which case the determination shall be void and shall be remitted to the
      Independent Valuer for correction).

              


      

       

      
        	
                 
      

              	
                4.1.7

              	
                The
      Parties shall ensure that the Parties, the Valuers and the Independent
      Valuer have such access to the accounting records and other relevant
      documents of the Parties as they may reasonably require, subject to such
      confidentiality obligations as the Parties may consider
      appropriate.

              


      

       

      
        	
                 
      

              	
                4.1.8

              	
                The
      final determination of the I/SP Enterprise Value (whether by the Parties,
      together with the Valuers, or by the Independent Valuer) shall be
      accompanied by a written report setting out the details of the
      determination of such value. Subject to a Party receiving from the
      Independent Valuer confidentiality and non-reliance undertakings
      reasonably acceptable to such Party,  such Party may provide the
      Independent Valuer with a copy of the written report of its Valuer at the
      time the Independent Valuer is
appointed.

              


      

       

      
        	
                 
      

              	
                4.1.9

              	
                For
      the purposes of this Clause 4, the Valuers and the Independent Valuers
      shall not be bound in their determinations by the Floor Price; provided, however, that if the I/SP
      Enterprise Value as determined in accordance with this Clause 4 is below
      the Floor Price, then the I/SP Enterprise Value shall be deemed to be
      equal to the Floor Price and such deemed I/SP Enterprise Value shall be
      used to calculate the final I/SP
Value.

              


      

       

      
        	
                 
      

              	
                4.2

              	
                Method
      of determining the I/SP Contribution Value and the Merial Contribution
      Value

              


      

       

      
        	
                 
      

              	
                4.2.1

              	
                Upon
      occurrence of the Satisfaction Date, the Parties shall identify the
      Contribution Reference Date.

              


      

       

      
        	
                 
      

              	
                4.2.2

              	
                Within
      five Business Days of the Satisfaction Date, Schering-Plough shall provide
      to Sanofi-Aventis a certificate setting forth the I/SP Contribution Value
      together with a detailing of the forecasts, calculations, bases and
      assumptions relating thereto. The certificate shall contain a statement
      from Schering-Plough confirming that it has been prepared in good faith
      based on the information available at the time it was prepared and in
      compliance with the terms of this
Agreement.

              


      

       

      
        	
                 
      

              	
                4.2.3

              	
                Within
      five Business Days of the Satisfaction Date, Sanofi-Aventis shall provide
      to Schering-Plough a certificate setting forth the Merial Contribution
      Value together with a detailing of the forecasts, calculations, bases and
      assumptions relating thereto. The certificate shall contain a statement
      from Sanofi-Aventis confirming that it has been prepared in good faith
      based on the information available at the time it was prepared and in
      compliance with the terms of this
Agreement.

              


      

       

      
        	
                 
      

              	
                4.3

              	
                Method
      of Determining the I/SP Value and the Merial Value, the I/SP Adjustment
      Amount and the Merial Adjustment
Amount

              


      

       

      
        	
                 
      

              	
                4.3.1

              	
                Preparation
      of the Closing Accounts

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Schering-Plough
      and Sanofi-Aventis shall cause, respectively, the I/SP Entities and Merial
      to each prepare, under their respective responsibility, and in close
      cooperation with their respective independent accountants, and shall
      deliver to each other within 90 days following the Closing, the I/SP
      Closing Accounts and the Merial Closing Accounts (and in each case the
      related statements of their independent auditors) together with the
      resulting amount of (a) the I/SP Value together with a detailing of the
      forecasts, calculations, bases and assumptions relating thereto, (b) the
      Merial Value together with a detailing of the forecasts, calculations,
      bases and assumptions relating thereto, (c) the I/SP Adjustment Amount
      (such amount as notified being referred to as the “Notified I/SP Adjustment
      Amount”) and (d) the Merial Adjustment Amount (such amount as
      notified being referred to as the “Notified Merial Adjustment
      Amount”). Each of Schering-Plough and Sanofi-Aventis shall provide
      (and shall cause Merial and its Subsidiaries and the I/SP Entities to
      provide) all reasonable access to the books and records, any other
      information, including working papers of their respective independent
      accountants, and to any employees of Merial and its Subsidiaries and the
      I/SP Entities to the extent necessary for either Party and its auditors to
      prepare the Closing Financial
Documents.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Subject
      to Exhibit
      B, the items on the I/SP Closing Accounts and the Merial Closing
      Accounts will be calculated as of the Closing Date and according to US
      GAAP consistent with past practice.

              


      

       

      The
Closing Accounts shall be expressed in US$.

       

      The I/SP
Value and the Merial Value shall be determined on the assumptions and bases set
forth in Exhibit
B.

       

      An
example (for illustrative purposes only) of the calculation of the I/SP
Adjustment Amount and Merial Adjustment Amount is set out in Schedule
I of Exhibit
B.

       

      
        	
                 
      

              	
                4.3.2

              	
                Review
      of the Closing Financial Documents

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Each
      of Schering-Plough and Sanofi-Aventis shall complete their review within
      45 days after delivery by the other of the relevant Closing Financial
      Documents. Each of Schering-Plough and Sanofi-Aventis shall provide (and
      shall cause Merial and its Subsidiaries and the I/SP Entities to provide)
      to the other Party and its accountants all reasonable access to the books
      and records, any other information, including working papers of its
      auditors, and to any employees of Merial and its Subsidiaries and the I/SP
      Entities to the extent necessary for each of Schering-Plough and
      Sanofi-Aventis and their respective auditors to exercise their review of
      the relevant Closing Financial Documents and necessary to equally
      participate in any discussion with each
other.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                In
      the event that either Schering-Plough has objections to the Notified
      Merial Adjustment Amount and/or Sanofi-Aventis has objections to the
      Notified I/SP Adjustment Amount, they shall inform the other Party in
      writing (respectively a “SP Objection” or a
      “SA Objection”),
      setting forth a specific description of the basis and justification of the
      SP Objection or SA Objection, as applicable, and the proposed changes to,
      respectively, the Notified Merial Adjustment Amount or the Notified I/SP
      Adjustment Amount.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                For
      the avoidance of doubt, no objection may be made in respect of the I/SP
      Enterprise Value or the Merial Enterprise
Value.

              


      

       

      
        	
                 
      

              	
                4.3.3

              	
                Response
      to Objection

              


      

       

      Each of
Schering-Plough and Sanofi-Aventis shall then have 20 days after the delivery of
respectively the SA Objection and/or the SP Objection, to review and respond to
that objection and for such a purpose shall benefit from the cooperation of the
other Party, its independent accountants and employees of Merial and its
Subsidiaries and the I/SP Entities to the same extent than as provided under
Clause 4.3.2(i) above. If Schering-Plough and Sanofi-Aventis are unable to
resolve all of their disagreements with respect to the determination of the
foregoing items within these 20 days, any of Schering-Plough or Sanofi-Aventis
or both of them may refer their remaining differences to an independent
accountant in the United States of America that does not act as a consultant or
otherwise provide services to Sanofi-Aventis, Merck or Schering-Plough (the
“Expert”). In the event
Schering-Plough and Sanofi-Aventis are unable to agree upon the selection of the
Expert within 5 Business Days of the end of the aforementioned 20-day period,
the Expert shall be appointed by the American Arbitration Association among
independent accountants of international reputation (other than any such
auditors who have, or whose office or related entities have, accepted any
engagement or appointment from any of the Parties hereto on any of their
respective Affiliates within the past 12 months) at the request of either
Party.

       

      
        	
                 
      

              	
                4.3.4

              	
                Expert
      Review

              


      

       

      The
Expert shall determine, on the same basis and using the same principles and
methods as are obligatory for the preparation of the Closing Accounts and the
resulting I/SP Adjustment Amount and Merial Adjustment Amount according to this
Agreement, and only with respect to the items of the SP Objection or the SA
Objection not accepted or waived in writing by either Sanofi-Aventis or
Schering-Plough, whether and to what extent either the Notified I/SP Adjustment
Amount and Notified Merial Adjustment Amount require adjustment, if
any.

       

      The
Expert shall be instructed to make its best efforts to deliver its written
determination to Schering-Plough and Sanofi-Aventis no later than 20 days after
the remaining differences underlying the SP Objection and/or SA Objection were
referred to it.

       

      The
Expert shall act as an expert and not as an arbitrator. The determination of the
Expert shall be final and binding on the Parties (in the absence of manifest
error in which case the determination shall be void and shall be remitted to the
Expert for correction). The Expert shall base its decision exclusively on the
materials and arguments presented by the Parties and their respective
auditors.

       

      The
Parties shall ensure that the Expert has such access to the accounting records
and other relevant documents of the Parties, Merial and its Subsidiaries and the
I/SP Entities (and their respective independent accountants) as it may
reasonably require, subject to such confidentiality obligations, as the Expert
may consider appropriate.

       

      The fees
and disbursements of the Expert shall be shared equally by Schering-Plough and
Sanofi-Aventis.

       

      
        	
                 
      

              	
                4.3.5

              	
                Determination
      of Final I/SP Adjustment Amount and Final Merial Adjustment
      Amount

              


      

       

      The
“Final I/SP Adjustment
Amount” shall be (i) the Notified I/SP Adjustment Amount in the event
that no timely SA Objection is delivered to Schering-Plough, (ii) the Notified
I/SP Adjustment Amount, adjusted in accordance with the SA Objection in the
event that Schering-Plough does not timely respond to the SA Objection, or (iii)
the Notified I/SP Adjustment Amount, as adjusted by either (x) the agreement
between Schering-Plough and Sanofi-Aventis or (y) the Expert, as
applicable.

       

      The
“Final Merial Adjustment
Amount” shall be (i) the Notified Merial Adjustment Amount in the event
that no timely SP Objection is delivered to Sanofi-Aventis, (ii) the Notified
Merial Adjustment Amount, adjusted in accordance with the SP Objection in the
event that Sanofi-Aventis does not timely respond to the SP Objection, or (iii)
the Notified Merial Adjustment Amount, as adjusted by either (x) the agreement
between Schering-Plough and Sanofi-Aventis or (y) the Expert, as
applicable.

       

      
        	
                 
      

              	
                4.4

              	
                Final
      Closing Adjustment

              


      

       

      
        	
                 
      

              	
                4.4.1

              	
                If
      the Final I/SP Adjustment Amount is greater than the Final Merial
      Adjustment Amount, then Sanofi-Aventis will pay to Schering-Plough an
      amount equal to 50% of the absolute amount of the difference between the
      Final I/SP Adjustment Amount and the Final Merial Adjustment
      Amount.

              


      

       

      
        	
                 
      

              	
                4.4.2

              	
                If
      the Final Merial Adjustment Amount is greater than the Final I/SP
      Adjustment Amount, then Schering-Plough will pay to Sanofi-Aventis an
      amount equal to 50% of the absolute amount of the difference between the
      Final Merial Adjustment Amount and the Final I/SP Adjustment
      Amount.

              


      

       

      
        	
                 
      

              	
                4.4.3

              	
                For
      the avoidance of doubt, the Parties agree that the I/SP Enterprise Value
      and the Merial Enterprise Value shall be calculated pursuant to Clause 4.1
      and Exhibit
      B without regard to the adjustments thereto pursuant to Clause 4.2
      and Clause 4.3.

              


      

       

      
        	
                 
      

              	
                4.5

              	
                Merial
      Material Adverse Change

              


      

       

      
        	
                 
      

              	
                4.5.1

              	
                If
      between the SPA Closing Date and the completion date of the Merger, Merck
      becomes aware of an event, change or circumstance arising after the SPA
      Closing Date that it believes constitutes a Merial MAC, Merck shall notify
      Sanofi-Aventis of such event, change or circumstance in writing as
      promptly as reasonably practicable (the “MAC Occurrence Notice”),
      but in any event prior to the completion date of the Merger. The MAC
      Occurrence Notice shall contain in reasonable detail the basis for the
      belief that a Merial MAC has occurred and, if possible, a good faith
      estimate of the Other MAC Amount (defined below). If Sanofi-Aventis
      disagrees with Merck’s determination that a Merial MAC has occurred after
      the SPA Closing Date, Sanofi-Aventis shall notify Merck in writing within
      ten Business Days of its receipt of the MAC Occurrence Notice that it
      disagrees that a Merial MAC has occurred (the “MAC Dispute
      Notice”).  During the thirty-day period following Merck’s
      receipt of the MAC Dispute Notice (the “MAC Occurrence Negotiation
      Period”), the Parties agree to negotiate in good faith to resolve
      the disagreement.  Any resolution agreed to in writing by
      Sanofi-Aventis and Merck during the MAC Occurrence Negotiation Period
      shall be final and binding upon the Parties.  If Sanofi-Aventis
      and Merck are unable to resolve the disagreement within the MAC Occurrence
      Negotiation Period, then the dispute shall be settled by arbitration, to
      be held in the Borough of Manhattan, New York, New York, administered by
      the American Arbitration Association under its Procedures for Large,
      Complex Commercial Disputes (the “AAA Complex Commercial
      Rules”) and judgment on the award rendered by the MAC Arbitrators
      may be entered in any court having jurisdiction thereof. In any such
      arbitration, the parties shall appoint a panel of three individuals each
      of whom is suitably qualified and experienced in determining disagreements
      of this nature (the “MAC
      Arbitrators”) within fifteen days of the end of the MAC Occurrence
      Negotiation Period to resolve the disagreement and make a final
      determination as to whether a Merial MAC has occurred after the SPA
      Closing Date.  If Sanofi-Aventis and Merck are unable to agree
      upon the individuals to be appointed as MAC Arbitrators within such
      fifteen day time period, then the MAC Arbitrators shall be designated by
      the American Arbitration Association in New York, New York, United States.
      The MAC Arbitrators shall deliver to Sanofi-Aventis and Merck, as promptly
      as practicable and in any event within thirty days after their
      appointment, a written report setting forth their final determination, as
      determined by at least a majority of the MAC Arbitrators and in accordance
      with the AAA Complex Commercial Rules, as to whether a Merial MAC has
      occurred after the SPA Closing Date.  Such determination shall
      be final and binding upon all of the Parties to this
      Agreement.

              


      

       

      
        	
                 
      

              	
                4.5.2

              	
                If
      Sanofi-Aventis does not deliver to Merck a MAC Dispute Notice within ten
      Business Days of Sanofi-Aventis’ receipt of a MAC Occurrence Notice, or if
      a final determination is made pursuant to the procedures set forth in
      Clause 4.5.1 hereof that a Merial MAC has occurred after the SPA Closing
      Date, Sanofi-Aventis and Merck and Schering Plough shall work together in
      good faith in order to determine the monetary amount by which the Merial
      MAC that occurred after the SPA Closing Date decreased the Merial
      Enterprise Value (the “Other MAC
      Amount”).

              


      

       

      
        	
                 
      

              	
                4.5.3

              	
                The
      Other MAC Amount shall be calculated by the Parties or the MAC Valuer
      (defined below) based upon a discounted cash flow methodology as commonly
      applied in financial valuations.

              


      

       

      
        	
                 
      

              	
                4.5.4

              	
                In
      the event that Sanofi-Aventis and Merck and Schering Plough are unable to
      agree on the value of the Other MAC Amount pursuant to Clause 4.5.2 within
      thirty Business Days (the “MAC Amount Negotiation
      Period”), then the Parties shall appoint within fifteen days of the
      end of the MAC Amount Negotiation Period an investment bank of national
      standing (the “MAC
      Valuer”) agreed to by Sanofi-Aventis and Merck.  If
      Sanofi-Aventis and Merck are unable to agree upon the MAC Valuer within
      such fifteen-day time period, then the MAC Valuer shall be an investment
      bank of national standing that does not act as a consultant or otherwise
      provide services to Sanofi-Aventis, Schering-Plough or Merck designated by
      the American Arbitration Association in New York, New York, United
      States.  Both of Sanofi-Aventis and Merck shall provide the MAC
      Valuer with a reasonably detailed description of each item of the
      calculation of the Other MAC Amount about which the Parties are in
      disagreement (each a “MAC
      Amount Dispute Item”).  The MAC Valuer shall only
      consider those MAC Amount Dispute Items not resolved between
      Sanofi-Aventis and Merck during the MAC Amount Negotiation Period and
      shall be instructed to resolve such MAC Amount Dispute Items in accordance
      with the terms and provisions of this Agreement.  The MAC Valuer
      shall deliver to Sanofi-Aventis and Merck, as promptly as practicable and
      in any event within thirty days after its appointment, a written report
      setting forth the resolutions of any unresolved MAC Amount Dispute Items
      determined in accordance with the terms herein and a final determination
      as to the Other MAC Amount.  The MAC Valuer shall select as a
      resolution the position of either Sanofi-Aventis or Merck for each MAC
      Amount Dispute Item (based solely on presentations and supporting material
      provided by the Parties and not pursuant to any independent review) and
      may not impose an alternative resolution.  Such report shall be
      final and binding upon all of the Parties to this
    Agreement.

              


      

       

      
        	
                 
      

              	
                4.5.5

              	
                The
      fees, expenses and costs of the MAC Arbitrators and of the MAC Valuer
      shall be borne equally by Sanofi-Aventis and
  Merck.

              


      

       

      
        	
                 
      

              	
                4.5.6

              	
                The
      Other MAC Amount shall only be taken into account in order to determine
      the Merial Enterprise Value in accordance with the provisions of Exhibit
      B.

              


      

       

      
        	
                 
      

              	
                4.5.7

              	
                Sanofi-Aventis
      undertakes to promptly inform Merck if, to the Knowledge of
      Sanofi-Aventis, any event, change or circumstance which would be
      reasonably likely to constitute a Merial MAC occurs after the SPA Closing
      Date and prior to the completion date of the
  Merger.

              


      

       

       

      
        
          	
                  5

                	
                  Representations
      and Warranties

                
	 
      
	 
      	
                  5.1

                	
                  As
      of the date hereof and as of the Closing Date, each Party represents to
      the other Parties as follows:

                
	 
      
	 
      	 
      	
                  5.1.1

                	Organization,
      good standing and qualification
	 
      	 	 	 
      
	 	 	 	The
      Party is a corporation duly organized, validly existing and in good
      standing under the laws of its jurisdiction of incorporation. The Party
      has the requisite corporate power and authority to execute and deliver
      this Agreement, and to carry out the transactions contemplated hereby and
      to perform each of its obligations hereunder.  The Party is not
      in violation of any material provision of its organizational
      documents.
	 	 	 	 
	 
      	 	
                  5.1.2

                	
                  Corporate
      authorization

                
	 
      	 	 
      	 
      
	 
      	 	 
      	
                  The
      execution, delivery and performance by the Party of this Agreement has
      been duly and validly authorized by the relevant corporate bodies of the
      Party.

                
	 
      	 	 
      	 
      
	 
      	 	
                  5.1.3

                	
                  Enforceability

                
	 
      	 	 
      	 
      
	 
      	 	 
      	
                  This
      Agreement has been duly and validly executed and delivered by the Party
      and, assuming the due and valid execution and delivery by the other
      Parties, constitutes a legal, valid and binding obligation of the Party
      enforceable against the Party in accordance with its terms, except as such
      enforceability may be limited by bankruptcy, insolvency, moratorium,
      reorganization or similar laws affecting the enforcement of creditors’
      rights generally.

                
	 
      	 	 
      	 
      
	 
      	 	
                  5.1.4

                	
                  No
      contravention

                
	 
      	 	 
      	 
      
	 
      	 	 
      	
                  The
      execution, delivery and performance by the Party of this Agreement and the
      consummation by the Party of the transactions contemplated hereby do not
      and will not (i) contravene or conflict with the organizational or
      governing documents of the Party or (ii) conflict with or constitute a
      violation of any provision of any material law binding upon or applicable
      to the Party or any of its properties or assets.

                
	 
      	 	 
      	 
      
	 
      	 	
                  5.1.5

                	
                  Consents
      and approvals

                
	 
      	 	 
      	 
      
	 
      	 	 
      	
                  Except
      for any required filings and or notices required by the Merger Control
      Authorities, no consent, approval, waiver or authorization is required to
      be obtained by the Party from, and no notice or filing is required to be
      given by the Party to, or made by the Party with, any governmental entity,
      regulatory authority or court in connection with the execution, delivery
      and performance by the Party of this Agreement, other than in all cases
      where the failure to obtain such consent, approval, waiver or
      authorization, or to give or make such notice or filing, individually or
      in the aggregate, have not and will not materially impair or delay the
      ability of the Party to perform its obligations under this
      Agreement.

                
	 
      	 	 
      	 
      
	 
      	 	
                  5.1.6

                	
                  No
      Brokers

                
	 
      	 	 
      	 
      
	 
      	 	 
      	
                  No
      broker, investment banker, financial advisor or other Person is entitled
      to any broker’s, finder’s, financial advisor’s or other similar fee or
      commission in connection with the transactions contemplated by this
      Agreement, other than, with respect to Merck and Schering-Plough, Credit
      Suisse (the fees and expenses of which shall not be incurred or suffered
      by Sanofi-Aventis or any of its Affiliates or any of the I/SP Entities)
      and, with respect to Sanofi-Aventis, Evercore Partners (the fees and
      expenses of which shall be paid by Sanofi-Aventis). No engagement letters
      obligate Merial and its Subsidiaries or any of the I/SP Entities to
      continue to use their services or pay fees or expenses in connection with
      any future transaction.

                
	 
      	 	 
      
	 
      	5.2	
                  
                    Survival

                  

                	
                   

                
	 
      	 	 
      	 
      
	 
      	 	The
      representations and warranties contained in this Agreement shall survive
      indefinitely the execution and delivery of this Agreement, any examination
      by or on behalf of the parties hereto and the completion of the
      transactions contemplated herein.


        

      

       

      
        	
                6

              	
                Closing

              


      

       

      
        	
                 
      

              	
                6.1

              	
                Upon
      exercise of the Call Right and satisfaction of the conditions precedent
      set out in the Contribution Agreement, the completion of the transfer (by
      way of purchase or contribution) of the I/SP Business to Merial pursuant
      to Clause 3.6 (the “Closing”) shall take
      place at the offices of Linklaters LLP, 1345 Avenue of the Americas, New
      York, New York at 10:00 a.m. on the date that is determined in accordance
      with the Contribution Agreement (the “Closing Date”). At the
      Closing:

              


      

       

      
        	
                 
      

              	
                6.1.1

              	
                Schering-Plough
      shall cause the shares of the I/SP Entities to be contributed, free and
      clear of any Encumbrances, to Merial as further described in the
      Contribution Agreement;

              


      

       

      
        	
                 
      

              	
                6.1.2

              	
                Sanofi-Aventis
      shall cause to be delivered by Merial to Schering-Plough, or any Affiliate
      that Schering-Plough may designate, newly issued Merial shares as set
      forth in Clause 3.6, free and clear of any Encumbrances in consideration
      of the contribution of the shares of the I/SP Entities and shall sell to
      (or caused to be sold to) or acquire (or cause to be acquired) from
      Schering-Plough, or any Affiliate that Schering-Plough may designate, (and
      Schering-Plough agrees to acquire from or sell to Sanofi-Aventis) for cash
      such number of Merial shares, which results in Schering-Plough owning in
      aggregate 50% of the share capital in Merial, all as further described in
      Clause 3.6 hereof;

              


      

       

      
        	
                 
      

              	
                6.1.3

              	
                Sanofi-Aventis
      and Schering-Plough shall, and Sanofi-Aventis shall cause Merial to,
      execute and deliver the Shareholders’
Agreement;

              


      

       

      
        	
                 
      

              	
                6.1.4

              	
                Sanofi-Aventis,
      Merial and Schering-Plough shall each deliver all other instruments,
      agreements, certificates and documents required to be delivered by such
      Party on or prior to the Closing Date pursuant to this Agreement or the
      Contribution Agreement; and

              


      

       

      
        	
                 
      

              	
                6.1.5

              	
                Sanofi-Aventis
      or any of its Affiliates shall pay the sum of US$750,000,000, as
      additional consideration, by wire transfer of immediately available funds
      to one or more accounts designated by Schering-Plough or any of its
      Affiliates at least three (3) Business Days prior to the Closing
      Date.

              


      

       

      
        	
                7

              	
                Covenants
      of the Parties

              


      

       

      
        	
                 
      

              	
                7.1

              	
                Covenants
      of Sanofi-Aventis and Merial

              


      

       

      
        	
                 
      

              	
                7.1.1

              	
                From
      the SPA Closing Date until the earlier of the execution of the
      Contribution Agreement or the termination of this Agreement in accordance
      with its terms, Sanofi-Aventis shall cause Merial to (i) conduct the
      Merial Business in the Ordinary Course, (ii) use its commercially
      reasonable efforts to preserve intact the Merial Business, including the
      assets and the relationships of Merial with its customers and suppliers
      and others having business dealings with it, (iii) use its commercially
      reasonable efforts to keep available the services of the present officers
      and significant employees of Merial, (iv) maintain the books and records
      of Merial in the ordinary manner, (v) use its commercially reasonable
      efforts to preserve the goodwill and ongoing operations of Merial, (vi)
      not issue, sell, transfer, split, combine or reclassify any equity
      securities of Merial, and (vii) not adopt a plan or agreement of complete
      or partial liquidation, dissolution, merger, consolidation, restructuring,
      recapitalization or other material
  reorganization.

              


      

       

      
        	
                 
      

              	
                7.1.2

              	
                From
      the SPA Closing Date until the earlier of the execution of the
      Contribution Agreement or the termination of this Agreement in accordance
      with its terms, Sanofi-Aventis shall cause Merial to not pay (i) any
      dividend (including interim dividends or other similar forms of
      distribution), other than dividends or distributions that would be
      reflected in the calculation of the Merial Value pursuant to Clause 4.3,
      or (ii) effect any redemption of shares or otherwise effect a return of
      share capital.

              


      

       

      
        	
                 
      

              	
                7.1.3

              	
                From
      the SPA Closing Date until the earlier of the execution of the
      Contribution Agreement or the termination of this Agreement in accordance
      with its terms, Sanofi-Aventis and its Affiliates shall (i) maintain
      Merial principally as a stand-alone entity, provided that Sanofi-Aventis
      may cause Merial and its Subsidiaries to enter into customary agreements
      and intercompany arrangements for items such as cash management, tax
      sharing, data sharing and other similar ordinary course purposes and (ii)
      not otherwise enter into new agreements, or modify any existing
      agreements, between Sanofi-Aventis or its Affiliates, on the one hand, and
      Merial or its Subsidiaries, on the other hand, that would continue to be
      effective following the Closing unless such agreements are substantially
      on an arm’s-length basis.

              


      

       

      
        	
                 
      

              	
                7.1.4

              	
                Following
      the Closing, Sanofi-Aventis shall, and shall cause its respective
      Affiliates, from time to time, to, execute and deliver such additional
      instruments, documents, conveyances or assurances and take such other
      actions as shall be necessary, or otherwise reasonably requested by
      Schering-Plough, to confirm and assure the rights and obligations provided
      for in this Agreement and render effective the consummation of the
      transactions contemplated hereby.

              


      

       

      
        	
                 
      

              	
                7.1.5

              	
                From
      the SPA Closing Date, until the earlier of the execution of the
      Contribution Agreement or termination of this Agreement in accordance with
      its terms, Sanofi-Aventis undertakes (i) not to sell, transfer, donate,
      grant any option over or otherwise dispose of or permit the sale or the
      transfer of Merial or any of its Subsidiaries or all or substantially all
      of the rights, title, interests in and to the properties, assets and
      rights owned by Merial or any of its Subsidiaries to a third party, and
      (ii) without limiting Sanofi-Aventis’ rights hereunder, not to take any
      other action which is inconsistent with the provisions of this Agreement
      or the Contribution Agreement.

              


      

       

      
        	
                 
      

              	
                7.1.6

              	
                The
      provisions of this Agreement shall not prohibit the conversion of the
      preference shares currently issued by Merial into ordinary shares of
      Merial after the SPA Closing Date.

              


      

       

      
        	
                 
      

              	
                7.1.7

              	
                No
      later than ninety (90) days after the SPA Closing Date, Sanofi-Aventis
      shall deliver to Merck a proposed SPA Closing Date Balance
      Sheet.  Merck will have thirty (30) days following receipt
      thereof to review the proposed SPA Closing Date Balance
      Sheet.  If Merck objects in writing to all or part of the
      proposed SPA Closing Date Balance Sheet within such thirty (30) day
      period, the Parties will use their commercially reasonable efforts to
      resolve all such disputes.  If the Parties are unable to resolve
      all of their disagreements with respect to the proposed SPA Closing Date
      Balance Sheet within twenty (20) days, the Parties will refer their
      remaining differences to the Expert pursuant to the procedures set forth
      in Clauses 4.3.3 and 4.3.4.  The final SPA Closing Date Balance
      Sheet shall be the proposed SPA Closing Date Balance Sheet delivered to
      Merck by Sanofi-Aventis together with any revision thereto agreed between
      the Parties or resolved by the Expert pursuant to this Clause
      7.1.7.

              


      

       

      
        	
                 
      

              	
                7.2

              	
                Covenants
      of Merck and Schering-Plough

              


      

       

      
        	
                 
      

              	
                7.2.1

              	
                From
      the date of closing of the Merger until the earlier of the execution of
      the Contribution Agreement or the termination of this Agreement in
      accordance with its terms, Schering-Plough shall cause the I/SP Entities
      to (i) conduct the I/SP Business in the Ordinary Course, (ii) use their
      commercially reasonable efforts to preserve intact the I/SP Business,
      including the assets and the relationships of the I/SP Entities with their
      respective customers and suppliers and others having business dealings
      with them, (iii) use their commercially reasonable efforts to keep
      available the services of the present officers and significant employees
      of the I/SP Business, (iv) use their commercially reasonable efforts to
      maintain the books and records of the I/SP Entities in the ordinary
      manner, (v) use their commercially reasonable efforts to preserve the
      goodwill and ongoing operations of the I/SP Entities and (vi) not adopt a
      plan or agreement of complete or partial liquidation, dissolution, merger,
      consolidation, restructuring, recapitalization or other material
      reorganization which would restrict the ability to complete the
      transactions contemplated by this Agreement or the Contribution Agreement
      upon the terms defined herein and
therein.

              


      

       

      
        	
                 
      

              	
                7.2.2

              	
                From
      the Valuation Date until the earlier of the execution of the Contribution
      Agreement or the termination of this Agreement in accordance with its
      terms, Schering-Plough shall cause the I/SP Entities to not (i) pay any
      dividend (including interim dividends or other similar forms of
      distribution), other than dividends or distributions that would be
      reflected in the calculation of the I/SP Value pursuant to Clause 4.3 and
      Exhibit
      B or (ii) effect any redemption of shares or otherwise effect a
      return of share capital.

              


      

       

      
        	
                 
      

              	
                7.2.3

              	
                Following
      the Closing, Schering-Plough shall, and shall cause its Affiliates, from
      time to time, to execute and deliver such additional instruments,
      documents, conveyances or assurances and take such other actions as shall
      be necessary, or otherwise reasonably requested by Sanofi-Aventis, to
      confirm and assure the rights and obligations provided for in this
      Agreement and render effective the consummation of the transactions
      contemplated hereby.

              


      

       

      
        	
                 
      

              	
                7.2.4

              	
                From
      the date of this Agreement until the earlier of the execution of the
      Contribution Agreement or the termination of this Agreement in accordance
      with its terms, Schering-Plough and its Affiliates shall (i) maintain the
      I/SP Business principally as a stand-alone entity to the same extent as
      they were stand-alone entities prior to the date hereof, provided that
      Schering-Plough may cause I/SP and its Subsidiaries to enter into
      customary agreements and intercompany arrangements for items such as cash
      management, tax sharing, data sharing, human resources and other similar
      ordinary course purposes and (ii) not otherwise enter into new agreements,
      or modify any existing agreements, between Schering-Plough or its
      Affiliates, on the one hand, and I/SP or its Subsidiaries, on the other
      hand, that would continue to be effective following the Closing unless
      such agreements are substantially on an arm’s-length
  basis.

              


      

       

      
        	
                 
      

              	
                7.2.5

              	
                From
      the date of this Agreement until the earlier of the execution of the
      Contribution Agreement or termination of this Agreement in accordance with
      its terms, Merck and Schering-Plough undertake (i) to cease and not to
      solicit, initiate, engage or participate, directly or indirectly, in any
      discussions or negotiations with any other Person regarding the
      transactions contemplated by this Agreement or the Contribution Agreement,
      (ii) not to sell, transfer, donate, grant any option over or otherwise
      dispose of or permit the sale or the transfer of the I/SP Entities or all
      or substantially all of the rights, title, interests in and to the
      properties, assets and rights owned by the I/SP Entities to a third party,
      and (iii) without limiting Schering-Plough’s rights hereunder, not to take
      any other action which is inconsistent with the provisions of this
      Agreement or the Contribution Agreement.  Nothing in this Clause
      7.2.5 shall prohibit or limit in any way Schering-Plough from taking any
      actions permitted under Section 6.4 (No Solicitation) of the Merger
      Agreement as in effect on the date
hereof.

              


      

       

      
        	
                 
      

              	
                7.2.6

              	
                Merck
      and Schering-Plough shall not make any filing under Competition Laws for
      approval of the Merger by the European Commission until the earlier of (i)
      September 17, 2009 and (ii) the SPA Closing Date (the “Earliest EC Filing Date”). Merck
      and Schering-Plough undertake to provide Sanofi-Aventis with a full copy
      of the clearance decision of the European Commission in respect of the
      Merger (save for business confidential information) within two Business
      Days of the receipt of such decision by Merck or
      Schering-Plough.  For the avoidance of doubt, nothing in this
      Agreement shall prohibit Merck and Schering-Plough from making any such
      filing on or after the Earliest EC Filing
Date.

              


      

       

      
        	
                 
      

              	
                7.2.7

              	
                From
      the SPA Closing Date until the earlier of (i) the Closing Date or
      (ii) the later of (a) termination of this Agreement in accordance
      with its terms and (b) the date of the completion of the Merger, if Merck
      (or any of its Affiliates), or, after the completion of the Merger,
      Schering-Plough (or any of its Affiliates), purchases, merges with or
      otherwise acquires, directly or indirectly, any Third Party that has
      Merial Venture Business operation (as defined in the Master Agreement)
      then such Third Party will be deemed to be an Acquired Entity under Clause
      15.1(d) of the Master Agreement and the provisions of such Clause shall be
      applicable to such purchase, merger or
  acquisition.

              


      

       

      
        	
                 
      

              	
                7.3

              	
                Covenants
      of Each Party

              


      

       

      
        	
                 
      

              	
                7.3.1

              	
                In
      the event the Call Right is exercised, each of the Parties shall use its
      commercially reasonable efforts to take or cause to be taken, all actions
      and to do, or cause to be done all things, necessary, proper or advisable
      to consummate the transactions contemplated hereby by the Closing
      Date.

              


      

       

      
        	
                 
      

              	
                7.3.2

              	
                In
      the event the Call Right is exercised, in furtherance and not in
      limitation of the foregoing, from and after the date the Call Right is
      exercised, each Party shall use its commercially reasonable efforts to
      take any and all steps necessary to avoid or eliminate impediments or
      objections, if any, that may be asserted with respect to the transactions
      contemplated by this Agreement under any Competition Laws so as to enable
      the Parties hereto to close the transactions as promptly as practicable,
      including (i) proposing, negotiating, committing to and effecting, by
      consent decree, hold separate orders or otherwise, the sale, divesture or
      disposition of any assets, properties or businesses of Merial and its
      Subsidiaries or the I/SP Business and (ii) otherwise taking or committing
      to take actions that after the Closing Date would limit Merial’s,
      Sanofi-Aventis’, I/SP Business’, Schering-Plough’s or Merck’s freedom of
      action with respect to, or their ability to retain, one or more of the
      businesses, product lines or assets of Merial or its Subsidiaries or of
      the I/SP Business, in each case as may be required in order to avoid the
      entry of, or to effect the dissolution of, any injunction, temporary
      restraining order, or other order in any suit or proceeding, which would
      otherwise have the effect of preventing or materially delaying the Closing
      (a “Regulatory
      Divestiture”); provided, however, that
      nothing in this Clause 7.3.2 or this Agreement shall require the Parties
      to effect a Regulatory Divestiture of assets or businesses of Merial and
      its Subsidiaries and of the I/SP Business that in the aggregate, generated
      more than 20% of the combined sales of Merial and its Subsidiaries and the
      I/SP Business during the 12 calendar months prior to the Valuation Date
      (the “Threshold”).  To
      the extent applicable, each of the Parties shall use its commercially
      reasonable efforts to in good faith identify and mutually agree upon which
      assets or businesses of Merial and its Subsidiaries, and/or the I/SP
      Business would be most economically advantageous to be subject to
      Regulatory Divestiture in light of the transactions contemplated by the
      Call Right.

              


      

       

      
        	
                 
      

              	
                7.3.3

              	
                In
      the event that any Regulatory Divestiture is required by a Merger Control
      Authority to be completed prior to the Closing, the Party conducting such
      Regulatory Divestiture shall ensure that any after tax cash proceeds or
      other consideration received in connection with such Regulatory
      Divestiture are retained in the I/SP Entities or Merial and its
      Subsidiaries, as applicable, and the relevant valuation for I/SP or
      Merial, as the case may be, shall not be adjusted pursuant to Exhibit
      B as a result of such Regulatory Divestiture or such after-tax cash
      proceeds or other consideration.

              


      

       

      
        	
                 
      

              	
                7.3.4

              	
                The
      Parties agree that (i) as of the date hereof, no withholding (including,
      without limitation, under Section 1445(e) of the Internal Revenue Code and
      Section 1.1445-11T of the Treasury Regulations) is required under current
      law with respect to the transactions contemplated by this Agreement and
      (ii) all payments and deliveries required with respect to the transactions
      contemplated by this Agreement shall be made free and clear of, and
      without withholding or deduction of, any Taxes, unless withholding or
      deduction of such Taxes is required by reason of a change in law occurring
      after the date hereof.

              


      

       

      
        	
                 
      

              	
                7.4

              	
                Right
      of First Refusal

              


      

       

      
        	
                 
      

              	
                7.4.1

              	
                If
      (i) Merck shall have terminated this Agreement pursuant to Clause 9.1.3
      below, (ii) Sanofi-Aventis has acquired the Shares (as such term is
      defined in the Share Purchase Agreement) under the Share Purchase
      Agreement, and (iii) the Merger shall have occurred, the Parties agree
      that if, during the ROFR Period, Schering-Plough receives a bona fide
      written offer (the “Offer”) from a Third
      Party to purchase, directly or indirectly, in any manner, all, or a
      significant portion of, the I/SP Business or a controlling ownership of
      any class of equity securities of all or a significant portion of the I/SP
      Entities, Schering-Plough shall not accept such Offer unless it has first
      provided Sanofi-Aventis the opportunity to acquire all or such portion of
      the I/SP Business or such securities, as the case may be, on the same
      price, information access and terms as offered by or provided to the Third
      Party (the “Matching
      Opportunity”), in accordance with the procedures set forth in
      Clause 7.4.3.  For the avoidance of doubt, the Matching
      Opportunity shall be available to Sanofi-Aventis with respect to any bona
      fide offer made by a Third Party during the ROFR Period up to and until
      the date upon which such Offer is irrevocably withdrawn by such Third
      Party or rejected by Schering-Plough even if that withdrawal or rejection
      occurs following the end of the ROFR period. The Matching Opportunity
      shall not be available unless Schering-Plough determines to accept such
      bona fide Offer.

              


      

       

      
        	
                 
      

              	
                7.4.2

              	
                The
      Parties agree that if (i) Merck shall have terminated this Agreement
      pursuant to Clause 9.1.3 below, (ii) Sanofi-Aventis has acquired the
      Shares (as such term is defined in the Share Purchase Agreement) under the
      Share Purchase Agreement and (iii) the Merger shall have occurred and,
      during the ROFR Period, Schering-Plough conducts a Third Party sale
      process or enters into any discussions with a Third Party for the sale of
      I/SP Business, Schering-Plough shall allow Sanofi-Aventis to participate
      in the sale process/discussions on the same terms as the other
      participants.  For the avoidance of doubt, Sanofi-Aventis shall
      be permitted to participate in such sale process/discussions up to and
      until the point in time at which such process/discussions are terminated
      with all Third Parties. The provisions of this Clause 7.4.2 are without
      prejudice to the rights of Sanofi-Aventis under Clause
    7.4.1.

              


      

       

      
        	 	
                7.4.3

              	
                In
      the case of an Offer that Schering-Plough desires to accept,
      Schering-Plough shall provide Sanofi-Aventis with a notice (the “Offer Notice”) of the Offer,
      including (i) the principal terms and conditions of the Offer (e.g., price and
      proposed date of sale) and (ii) an irrevocable offer (the “Sale Offer”) by
      Schering-Plough to sell the I/SP Business at the price offered by the
      Third Party to Sanofi-Aventis, such price to be payable on terms and
      conditions no less favorable than those provided by the Third Party (save
      for any merger control approvals or other required regulatory approvals
      that would be required if Sanofi-Aventis accepts the Sale
      Offer).

                 

                Subject to entering into a customary confidentiality
      agreement (which, if terms cannot be agreed within three (3) calendar
      days, shall be on substantially the same terms as the Third Party making
      the Offer), Schering-Plough shall, at the same time as the Offer Notice,
      grant Sanofi-Aventis access to all information provided to the Third Party
      in respect of the I/SP Business or the subject matter of the Offer for the
      same period of time the Third Party had access to such information.

                 

                In the event the price offered by the Third Party is
      not entirely in cash (such as in the case of a merger or contribution
      in-kind), Schering-Plough shall, together with the Offer Notice, provide
      Sanofi-Aventis with a good faith valuation in cash of the consideration
      offered by the Third Party. Absent an agreement between Sanofi-Aventis and
      Schering-Plough within 20 calendar days of the Offer Notice on such
      valuation, Sanofi-Aventis and Schering-Plough shall appoint an independent
      investment bank to be agreed upon by Sanofi-Aventis and Schering-Plough to
      act as an independent valuer in order to determine the valuation in cash
      of the consideration offered by the Third Party, in which case the
      provisions of Clauses 4.1.6 and 4.1.7 shall apply mutatis mutandis and
      such independent valuer shall use its best efforts to provide
      Sanofi-Aventis and Schering-Plough with a valuation within 30 calendar
      days of its appointment. The independent valuer appointed pursuant to this
      Clause 7.4.3 shall make the determination of the cash value with reference
      to criteria that such independent valuer deems appropriate.

                 

                
                  Sanofi-Aventis shall either accept or reject such Sale
      Offer within 30 calendar days following the delivery of the Offer Notice
      (provided that
      such period shall be suspended until (i) Sanofi-Aventis has been granted
      access to the same information as provided to the Third Party and had at
      least the same period of time the Third Party had to review such
      information; and (ii) determination of a cash price in the event the price
      offered by the Third Party is not entirely in cash and the provisions of
      the preceding paragraph on the determination of a cash price are
      implemented), after which time the Sale Offer will
  expire.

                

              


      

       

      
        	
                 
      

              	
                7.4.4

              	
                
                  If
      Sanofi-Aventis does not accept the Sale Offer from Schering-Plough with
      respect to the I/SP Business during the 30-calendar day period (subject to
      the applicable suspensions of that period as provided in Clause 7.4.3) for
      which a Sale Offer shall remain open, Schering-Plough may sell the I/SP
      Business to the Third Party that made the Offer at any time following the
      expiration of such 30-day period; provided that any sale pursuant to the
      Offer shall be made on terms no more favorable in the aggregate to the
      Third Party making the Offer than the terms contained in the Sale
      Offer.

                

              


      

       

      
        	
                 
      

              	
                7.5

              	
                Cooperation

              


      

       

      
        	
                 
      

              	
                7.5.1

              	
                The
      Parties agree to cooperate, together with their outside counsels, in order
      to (i) identify those jurisdictions in which filings with Merger Control
      Authorities need to or should be made, (ii) to provide information
      relevant in that respect and (iii) if applicable, identify and mutually
      agree upon, in accordance with Clause 7.3.2, the assets or businesses of
      Merial or its Subsidiaries or the I/SP Business that may be subject to a
      Regulatory Divestiture.

              


      

       

      
        	
                 
      

              	
                7.5.2

              	
                Each
      Party shall use its commercially reasonable efforts to cooperate and to
      the extent practicable consult with each other in order to (x) comply
      promptly with all legal requirements which may be imposed on one of them
      with respect to this Agreement and the transactions contemplated hereby
      (which actions shall include furnishing all information required by
      applicable law in connection with approvals of or filings with any
      Governmental Authority or Merger Control Authority) and (y) take any
      reasonable action reasonably necessary to vigorously defend, lift,
      mitigate, or rescind the effect of any litigation or administrative
      proceeding adversely affecting the transactions contemplated by this
      Agreement, or the Contribution Agreement, including promptly appealing any
      adverse court or administrative decision. The Parties shall keep each
      other informed of any information and documents requested by any Merger
      Control Authority in respect of the transaction contemplated
      herein.

              


      

       

      
        	
                 
      

              	
                7.5.3

              	
                Nothing
      contained in this Clause 7.5 shall be construed as requiring the Parties
      to submit to or proffer to any terms or conditions as a condition to, or
      in connection with, making any filings with Merger Control Authorities,
      that would require Regulatory Divestitures in excess of the
      Threshold.

              


      

       

      
        	
                8

              	
                (Intentionally
      Omitted)

              


      

       

      
        	
                9

              	
                Termination

              


      

       

      
        	
                 
      

              	
                9.1

              	
                Termination

              


      

       

      This
Agreement may be terminated at any time prior to the Closing:

       

      
        	
                 
      

              	
                9.1.1

              	
                prior
      to the consummation of the Merger, by the written agreement of
      Sanofi-Aventis and Merck (provided that prior to the consummation of the
      Merger Schering-Plough shall have consented to any action by Merck
      pursuant to this Clause 9.1.1);

              


      

       

      
        	
                 
      

              	
                9.1.2

              	
                (Intentionally
      omitted);

              


      

       

      
        	
                 
      

              	
                9.1.3

              	
                prior
      to the consummation of the Merger, by Merck, (i) on or after September 30,
      2009 if the FTC staff has not, by September 30, 2009, recommended to the
      FTC a proposed Decision and Order for the Merger that does not prohibit
      nor render impossible the consummation of the transactions contemplated by
      this Agreement and the Contribution Agreement or (ii) at any time
      following November 6, 2009 until the completion of the Merger, for any
      reason (the payment of the Termination Fee being a precondition to the
      effectiveness of any termination under this Clause 9.1.3 occurring after
      the SPA Closing Date);

              


      

       

      
        	
                 
      

              	
                9.1.4

              	
                by
      Sanofi-Aventis if the competition clearance decision of the European
      Commission with respect to the Merger would have the effect of prohibiting
      or rendering the consummation of the Call Right and/or the provisions of
      the Contribution Agreement impossible within two (2) years from the date
      of such decision;

              


      

       

      
        	
                 
      

              	
                9.1.5

              	
                by
      Merck (provided that prior to the consummation of the Merger
      Schering-Plough shall have consented to any action by Merck pursuant to
      this Clause 9.1.5), in the event a Merial MAC occurs between the
      completion of the Merger and the earlier of the exercise of the Call Right
      and the Expiration Date;

              


      

       

      
        	
                 
      

              	
                9.1.6

              	
                by
      Sanofi-Aventis in its sole discretion at any time before the exercise of
      the Call Right and thereafter upon termination of the Contribution
      Agreement;

              


      

       

      
        	
                 
      

              	
                9.1.7

              	
                by
      any Party, by written notice to the other Party if the Share Purchase
      Agreement shall have been terminated pursuant to its terms;
      and

              


      

       

      
        	
                 
      

              	
                9.1.8

              	
                by
      Merck (provided that prior to the consummation of the Merger
      Schering-Plough shall have consented to any action by Merck pursuant to
      this Clause 9.1.8) in its sole discretion at any time (x) after 5:00 p.m.
      New York City time on the Expiration Date if Sanofi-Aventis has not
      exercised the Call Right prior to such date or (y) after termination of
      the Contribution Agreement.

              


      

       

      
        	
                 
      

              	
                9.1.9

              	
                by
      Merck or Schering-Plough, if the Merger Agreement is terminated (the
      payment of the Termination Fee being a precondition to the effectiveness
      of any termination under this Clause 9.1.9 occurring after the SPA Closing
      Date).

              


      

       

      
        	
                 
      

              	
                9.2

              	
                Effect
      of Termination

              


      

       

      In the
event of the termination of this Agreement pursuant to the provisions of Clause
9.1, this Agreement shall become void and have no effect, except with respect to
Clauses 7.2.7, 7.4, 9.2, 10 and 11 which shall survive such termination, without
any liability to any Person in respect hereof or of the transactions
contemplated hereby on the part of any Party hereto, or any of its Affiliates or
Representatives, except for any liability resulting from such Party’s breach of
this Agreement.

       

      
        	
                10

              	
                Confidentiality
      and Announcements

              


      

       

      
        	
                 
      

              	
                10.1

              	
                Announcements

              


      

       

      Pending
Closing, no announcement or circular in connection with the existence or the
subject matter of this Agreement shall be made or issued by or on behalf of any
Party without the prior written approval of the other Parties. This shall not
affect any announcement or circular required by law or any regulatory body or
the rules of any recognized stock exchange on which the shares of any Party are
listed, but the Party with an obligation to make an announcement or issue a
circular shall consult with the other Parties insofar as is reasonably
practicable before complying with such an obligation.

       

      Notwithstanding
the foregoing, upon the signing of this Agreement each Party shall be authorized
to make a public announcement of the transactions contemplated by this Agreement
with the prior approval of the other Parties.

       

      
        	
                 
      

              	
                10.2

              	
                Confidentiality

              


      

       

      
        	
                 
      

              	
                10.2.1

              	
                The
      Parties hereby agree that any information they receive from or on behalf
      of any other Party or any Affiliate of any other Party, which receipt
      arises out of the transactions contemplated by this Agreement (the “Confidential
      Information”) shall: (a) be used solely for the purpose of
      performing the transactions contemplated by this Agreement; (b) not be
      used directly or indirectly in any way that is for competitive purposes;
      and (c) be kept confidential by such Party and its Representatives and be
      used only for the purposes of this Agreement; provided, however, that any
      such Confidential Information may be disclosed only to their
      Representatives who (a) need to know such Confidential Information and (b)
      are not involved in the management or operations of the I/SP Business or
      Merial, as applicable.  It is understood that such
      Representatives shall be informed by the applicable Party of the
      confidential nature of such Confidential Information, and that each Party
      shall be responsible for any disclosure or use made by their
      Representatives in breach of obligations under this Agreement to the same
      extent as if such disclosure or use had been made directly by such Party.
      The obligations of confidentiality and non-use set forth in this Agreement
      shall expire five years after the date of this
  Agreement.

              


      

       

      
        	
                 
      

              	
                10.2.2

              	
                Each
      Party will as soon as practicable notify each other Party of any breach of
      this Agreement of which they become aware, and will use commercially
      reasonable efforts to assist and cooperate with each other Party in
      minimizing the consequences of such breach. If a Party or any of their
      Representatives are legally required or requested to disclose any
      Confidential Information, they will, unless otherwise prohibited by law or
      regulation, promptly notify each other Party of such request or
      requirement so that each such other Party may seek to avoid or minimize
      the required disclosure and/or obtain an appropriate protective order or
      other appropriate relief to ensure that any Confidential Information so
      disclosed is maintained in confidence to the maximum extent possible by
      the person receiving the disclosure, or, in each such other Party’s
      discretion, to waive compliance with the provisions of this Agreement. In
      any such case, the Parties agree to cooperate and use reasonable efforts
      to avoid or minimize the required disclosure and/or obtain such protective
      order or other relief. If, in the absence of a protective order or the
      receipt of a waiver hereunder, any Party or its Representatives is legally
      obligated to disclose any Confidential Information, they will disclose
      only so much thereof to the Party compelling disclosure as they believe in
      good faith, on the basis of advice of counsel, is required by law. Each
      Party shall give each other Party prior written notice of the specific
      Confidential Information that they believe they are required to disclose
      under such circumstances.

              


      

       

      
        	
                 
      

              	
                10.2.3

              	
                All
      Confidential Information disclosed by or on behalf of any Party or any of
      its Affiliates shall be, and shall remain, the property of such Party or
      such Affiliate. At any time at the written request of the disclosing
      Party, the receiving Party shall destroy all originals and copies of all
      Confidential Information and shall not retain any copies, extracts or
      other reproductions in whole or in part of such Confidential
      Information.  Such destruction shall be confirmed in writing to
      the disclosing Party by an authorized representative of such
      Party.  Notwithstanding the foregoing, each Party and their
      external law firms may each retain a copy of any Confidential Information
      and all corresponding material and related documentation pertaining
      thereto to the extent retention is required by their regulatory,
      compliance or internal record retention policies, by law or regulation or
      in connection with any legal proceeding. Any Confidential Information that
      is not destroyed, including all oral Confidential Information, shall
      remain subject to the confidentiality and non-use obligations set forth in
      this Agreement.

              


      

       

      
        	
                11

              	
                Miscellaneous

              


      

       

      
        	
                 
      

              	
                11.1

              	
                Fees
      and Expenses

              


      

       

      
        	
                 
      

              	
                11.1.1

              	
                Except
      as otherwise provided in this Agreement, Merck and Schering-Plough, on the
      one hand, and Sanofi-Aventis and Merial, on the other hand, shall bear
      their respective expenses, costs and fees in connection with the
      transactions contemplated hereby, including the preparation, execution and
      delivery of this Agreement and compliance herewith, whether or not the
      transactions contemplated hereby shall be
  consummated.

              


      

       

      
        	
                 
      

              	
                11.1.2

              	
                In
      the event that (i) after the SPA Closing (x) Merck terminates this
      Agreement pursuant to Clauses 9.1.3 or 9.1.9 or (y) the Merger Agreement
      is terminated prior to the consummation of the Merger or the board of
      directors of Merck or Schering-Plough has resolved not to consummate the
      Merger, Merck shall pay or cause to be paid $400,000,000 (the “Termination Fee”) to
      Sanofi-Aventis, within three (3) Business Days after such termination, by
      wire transfer of immediately available funds to an account designated by
      Sanofi-Aventis, or (ii) Merck terminates this Agreement pursuant to
      Clauses 9.1.3 or 9.1.9 (or the Merger Agreement is terminated prior to the
      consummation of the Merger or the board of directors of Merck or
      Schering-Plough has resolved not to consummate the Merger and Merck has
      not terminated this Agreement pursuant to Clause 9.1.9) prior to the SPA
      Closing Date but the SPA Closing Date subsequently occurs, Merck shall pay
      or cause to be paid the Termination Fee to Sanofi-Aventis, within three
      (3) business days after the SPA Closing Date, by wire transfer of
      immediately available funds to an account designated by Sanofi-Aventis;
      provided, however, that if (i) Merck pays
      the Termination Fee to Sanofi-Aventis pursuant to this Clause 11.1.2, (ii)
      the Merger shall have been consummated, and (iii) during the eighteen
      month period following the date of such payment Schering-Plough and
      Sanofi-Aventis enter into a joint venture, contribution, purchase or
      similar transaction as that contemplated by the Contribution Agreement,
      resulting in the combination of Merial with all of the I/SP Business in a
      joint venture between Sanofi-Aventis and Merck/Schering Plough and/or
      their respective Affiliates, Sanofi-Aventis shall, upon consummation of
      such joint venture, contribution, purchase or similar transaction, refund
      or reimburse the Termination Fee to Merck or such Affiliate of Merck that
      Merck may designate.

              


      

       

      
        	
                 
      

              	
                11.1.3

              	
                In
      the event that (i) Merck and Schering-Plough file their notification with
      the European Commission for competition clearance of the Merger (the
      “EC Filing”) on or
      prior to the SPA Closing Date, (ii) the European Commission takes a
      decision that approves the Merger but such decision has the effect of
      prohibiting the Parties from consummating, or rendering impossible the
      consummation of, the transactions contemplated by this Agreement and/or
      the Contribution Agreement within two (2) years from the date of such
      decision, (iii) the SPA Closing has occurred and (iv) the Merger has been
      consummated, then Merck shall pay or cause to be paid an amount of (x)
      $600,000,000 to Sanofi-Aventis in the event the Termination Fee has not
      yet become payable pursuant to Clause 11.1.2 or (y) $200,000,000 to
      Sanofi-Aventis, as an increase of the Termination Fee referred to in
      Clause 11.1.2, if the Termination Fee set forth in Clause 11.1.2 is then
      payable or has been previously paid by Merck to
      Sanofi-Aventis.  The payment specified in subclauses (x) and (y)
      of the preceding sentence shall be paid by wire transfer of immediately
      available funds to an account designated by Sanofi-Aventis within three
      Business Days after the latest to occur of the events described in
      subclauses (i) through (iv) above.

              


      

       

      
        	
                 
      

              	
                11.1.4

              	
                In
      the event that (i) Sanofi-Aventis has terminated this Agreement pursuant
      to Clause 9.1.4 and Merck has not terminated this Agreement in accordance
      with Clause 9.1.3 or 9.1.9, (ii) Merck and Schering-Plough file their EC
      Filing prior to the SPA Closing Date, (iii) the European Commission takes
      a decision that approves the Merger but such decision has the effect of
      prohibiting the Parties from consummating, or rendering impossible the
      consummation of, the transactions contemplated by this Agreement and/or
      the Contribution Agreement within two (2) years from the date of such
      decision, (iv) the SPA Closing has occurred and (v) the Merger has been
      consummated, Merck shall pay or cause to be paid an amount of $600,000,000
      to Sanofi-Aventis.  The payment specified in the preceding
      sentence shall be paid by wire transfer of immediately available funds to
      an account designated by Sanofi-Aventis within three Business Days after
      the latest to occur of the events described in Clause (i) through (v)
      above in lieu of any payment that may become payable under Clauses 11.1.2
      and 11.1.3.  Such payment shall be defined as a Termination Fee
      for the purpose of this Agreement.

              


      

       

      
        	
                 
      

              	
                11.1.5

              	
                Any
      Termination Fee payable pursuant to Clause 11 shall be treated as purchase
      price reduction under the Share Purchase
  Agreement.

              


      

       

      
        	
                 
      

              	
                11.1.6

              	
                The
      parties acknowledge and hereby agree that the covenants and agreements set
      forth in this Clause 11.1 are an integral part of the transactions
      contemplated by this Agreement, and that without these agreements, the
      parties would not have entered into this Agreement, and that any amounts
      payable pursuant to Clause 11 do not constitute a
  penalty.

              


      

       

      
        	
                 
      

              	
                11.1.7

              	
                Notwithstanding
      anything in this Agreement to the contrary, in no event shall Merck be
      obligated to pay to Sanofi-Aventis any amount in excess of $600,000,000 in
      the aggregate pursuant to this Clause
11.1.

              


      

       

      
        	
                 
      

              	
                11.2

              	
                Notices

              


      

       

      
        	
                 
      

              	
                11.2.1

              	
                Any
      notice or other communication in connection with this Agreement (each, a
      “Notice”) shall
      be:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                in
      writing in English; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                delivered
      by hand or by courier using an internationally recognized courier
      company.

              


      

       

      
        	
                 
      

              	
                11.2.2

              	
                A
      Notice to Sanofi-Aventis shall be sent to Sanofi-Aventis at the following
      address, or such other person or address as Sanofi-Aventis may notify to
      the Parties from time to time:

              


      

       

      
        Sanofi-Aventis

        174
avenue de France

        75365
Paris Cedex 13

        France

        Tel: +33
(1) 53 77 40 00

        Fax: +33
(1) 53 77 43 03

        Attention:
General Counsel 


         

        With
copies to:

         

        Linklaters
LLP

        25 rue de
Marignan

        75008
Paris

        France

        Tel.: +33
(1) 56 43 56 43

        Fax: +33
(1) 43 59 41 96

        Attention:
Pierre Tourres

         

        - and
- 


         

        Linklaters
LLP

        1345
Avenue of the Americas

        19th
Floor

        New York,
NY  10105

        Tel.:
(212) 903-9000

        Fax:
(212) 903-9100

        Attention:
Scott I. Sonnenblick

      

       

      
        	
                 
      

              	
                11.2.3

              	
                A
      Notice to Schering-Plough prior to consummation of the Merger shall be
      sent to Schering-Plough at the following address, or such other person or
      address as Schering-Plough may notify to the Parties from time to
      time:

              


      

       

      Schering-Plough
Corporation

      2000
Galloping Hill Road

      Kenilworth,
NJ 07033

      Tel:
(908) 298-4000

      Fax:
(908) 298-7555

      Attention:
Thomas J. Sabatino, Jr.

       Winston
K.C. Lam

       

      with a
copy to:

       

      Wachtell,
Lipton, Rosen & Katz

      51 West
52nd
Street

      New York,
NY 10019

      Tel:
(212) 403-1000

      Fax:
(212) 403-2000

      Attention: 
Andrew R. Brownstein

      Gavin D.
Solotar

       

      
        	
                 
      

              	
                11.2.4

              	
                A
      Notice to Merck (or to Schering-Plough following consummation of the
      Merger) shall be sent to Merck at the following address, or such other
      person or address as Merck may notify to the Parties from time to
      time:

              


      

       

      
        Merck
& Co., Inc.

        One Merck
Drive

        P.O. Box
100, WS3A-65

        Whitehouse
Station, NJ 08889-0100

        Tel: + 1
(908) 423-1000

        Fax: +1
(908) 735-1246

        Attention:
Office of the Secretary

         

        With a
copy to:

         

        Fried,
Frank, Harris, Shriver & Jacobson LLP

        One New
York Plaza

        New York,
NY 10004

        Tel:      +1
(212) 859-8000

        Fax:     +1
(212) 859-4000

        Attn:  David
N. Shine

                   Murray
Goldfarb

      

       

      
        	
                 
      

              	
                11.2.5

              	
                A
      Notice shall be effective upon receipt and shall be deemed to have been
      received at the time of delivery, if delivered by hand, registered post or
      courier, provided
      that if a Notice would become effective after 5:30 p.m. on any
      Business Day, then it shall be deemed instead to become effective at 9:30
      a.m. on the next Business Day. References in this Agreement to time are to
      local time at the location of the addressee as set out in the
      Notice.

              


      

       

      Subject
to the foregoing provisions of this Clause 11.2, in proving service of a Notice,
it shall be sufficient to prove that the envelope containing such Notice was
properly addressed and delivered by hand, registered post or courier to the
relevant address pursuant to the above provisions.

       

      
        	
                 
      

              	
                11.3

              	
                Entire
      Agreement

              


      

       

      This
Agreement and the Share Purchase Agreement constitute the entire agreement and
supersede all prior agreements (including the Confidentiality Agreement) and
understandings, both written and oral, between the Parties with respect to the
subject matter hereof and thereof.

       

      
        	
                 
      

              	
                11.4

              	
                Schedules

              


      

       

      The
disclosure of any matter in the Schedules referenced by a particular Clause
shall be deemed to be disclosed with respect to any other Clause as and to the
extent that the relevance of such matter to such other Clause is readily
apparent on the face of such disclosure.

       

      
        	
                 
      

              	
                11.5

              	
                Amendment;
      Waivers

              


      

       

      Neither
this Agreement nor any terms hereof may be amended or modified except pursuant
to an instrument in writing signed by all of the Parties.  No waiver
of a provision of this Agreement shall be valid or binding unless set forth in
writing and duly executed by the Party that will lose the benefit of such
provisions as a result of such waiver. Any such waiver shall constitute a waiver
only with respect to the specific matter described in such writing and shall in
no way impair the rights of the Party granting such waiver in any other respect
or at any other time. Neither the waiver by any of the Parties hereto of a
breach of or a default under any of the provisions of this Agreement, nor the
failure by any of the Parties, on one or more occasions, to enforce any of the
provisions of this Agreement or to exercise any right or privilege hereunder,
shall be construed as a waiver of any other breach or default of a similar
nature, or as a waiver of any of such provisions, rights or privileges
hereunder. The rights and remedies herein provided are cumulative and are not
exclusive of any rights or remedies that any Party may otherwise have at law or
in equity.

       

      
        	
                 
      

              	
                11.6

              	
                Severability

              


      

       

      If any
provision of this Agreement, including any phrase, sentence, clause, section or
subsection, is inoperative or unenforceable for any reason, such circumstances
shall not have the effect of rendering the provision in question inoperative or
unenforceable in any other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative, or unenforceable
to any extent whatsoever. If any provision of this Agreement shall be adjudged
to be excessively broad as to duration, geographical scope, activity or subject,
the Parties hereto intend that such provision shall be deemed modified to the
minimum degree necessary to make such provision valid and enforceable under
applicable law and that such modified provision shall thereafter be enforced to
the fullest extent possible.

       

      The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement,
which shall remain in full force and effect.

       

      
        	
                 
      

              	
                11.7

              	
                Counterparts

              


      

       

      This
Agreement may be executed in several counterparts (including by facsimile or
other electronic transmission), each of which shall be deemed an original and
all of which shall together constitute one and the same instrument.

       

      
        	
                 
      

              	
                11.8

              	
                Binding
      Effect

              


      

       

      This
Agreement shall be binding upon and inure to the benefit of the Parties hereto
and their respective heirs, successors and permitted assigns.

       

      Each of
the Parties hereto acknowledges and agrees that it is entering into this
Agreement with the intent to be legally bound by the terms and conditions
hereof, that it understands the import and meaning of all of the terms and
conditions of this Agreement and that each has had sufficient opportunity to
review and discuss the terms and conditions of this Agreement with its legal
counsel and other advisors.

       

      
        	
                 
      

              	
                11.9

              	
                Assignment

              


      

       

      This
Agreement shall not be assignable or otherwise transferable by any Party hereto
without the prior written consent of the other Party hereto, provided that Sanofi-Aventis
may assign this Agreement to one or more of its direct or indirect Subsidiaries
provided, however, that no such assignment shall
release any Party from its obligations hereunder. Any attempted assignment in
contravention of this Clause 11.9 shall be void ab initio and of no
further force and effect.

       

      
        	
                 
      

              	
                11.10

              	
                No
      Third Party Beneficiaries

              


      

       

      Nothing
in this Agreement shall confer any rights upon any Person or entity other than
the Parties hereto and their respective heirs, successors and permitted
assigns.

       

      
        	
                 
      

              	
                11.11

              	
                Governing
      Law

              


      

       

      This
Agreement shall be governed in all respects by, and construed in accordance
with, the laws of the State of New York (without giving effect to its principles
of conflicts of laws, to the extent such principles would require or permit the
application of the laws of a state other than the State of New
York).  Any claim, action or dispute against any Party to this
Agreement arising out of or in any way relating to this Agreement shall be
brought in the courts of the State of New York located in the City and County of
New York or in the event (but only in the event) that such courts do not have
subject matter jurisdiction over such claim, action or dispute, in the Federal
Courts of the United States sitting in the State, County and City of New York.
Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of
such courts for the purpose of any such claim, action or dispute; provided that a final judgment
in any such claim, action or dispute shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law.  Each Party irrevocably waives and unconditionally agrees not to
assert, by way of a motion, as a defense, counterclaim or otherwise, in any
action or proceeding with respect to this Agreement (i) any objection that it
may ever have that the laying of venue of any such claim, action or dispute in
any federal or state court located in the above named state or city is improper,
(ii) any objection that any such claim, action or dispute brought in any of the
above named courts has been brought in an inconvenient forum or (iii) any claim
that it is not personally subject to the jurisdiction of the above named
courts.   The Parties hereby agree that for purposes of
determining whether a Merial MAC or an I/SP Entities MAC has occurred or whether
an event constitutes a Merial MAC or an I/SP Entities MAC, Delaware law shall be
applicable, without giving effect to conflicts of law principles.

       

      
        	
                 
      

              	
                11.12

              	
                Specific
      performance

              


      

       

      The
Parties hereby agree that irreparable damage would occur in the event that any
of their agreements, covenants, or obligations under the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached.  Accordingly, the Parties agree that, in addition
to any other remedies, the Parties shall be entitled to enforce the terms of
this Agreement by a decree of specific performance without the necessity of
proving the inadequacy of money damages as a remedy. The Parties hereby waive
any requirement for the securing or posting of any bond in connection with such
remedy. The Parties further agree that the only permitted objection that they
may raise in response to any action for equitable relief is that it contests the
existence of a breach or threatened breach of this Agreement.

       

      
        	
                 
      

              	
                11.13

              	
                Waiver
      of Jury Trial

              


      

       

      Each
Party acknowledges and agrees that any controversy which may arise under this
Agreement is likely to involve complicated and difficult issues, and therefore
each Party hereby irrevocably and unconditionally waives any right such Party
may have to a trial by jury in respect of any litigation directly or indirectly
arising out of or relating to this Agreement. Each Party certifies and
acknowledges that (i) no representative, agent or attorney of any other Party
has represented, expressly or otherwise, that such other Party would not, in the
event of litigation, seek to enforce the foregoing waiver, (ii) each Party
understands and has considered the implications of this waiver, (iii) each Party
makes this waiver voluntarily, and (iv) each Party has been induced to enter
into this Agreement by, among other things, the mutual waivers and
certifications in this paragraph.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      In witness whereof, the Parties hereto have duly executed this
Agreement in three original copies this 29th day of July,
2009. 

       

      


       

      


       

       

      
        
          	SANOFI-AVENTIS	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By: 	
                  /s/
      Jérôme
      Contamine

                	 	 	 	
                   

                	 
	 	Name:	
                  Jérôme
      Contamine

                	 	 	 	 	 	 
	 	Title:	Chief
      Financial Officer	 	 	 	 	 	 


        

         

         

         

        
          	By: 	
                  /s/
      Karen Linehan

                	 	 	 	
                   

                	 
	 	Name:	Karen
      Linehan	 	 	 	 	 	 
	 	Title:	Senior
      Vice President, Legal
      Affairs et General Counsel	 	 	 	 	 	 


        

        
          


           

           

           

           

          
            	SCHERING-PLOUGH
      CORPORATION	 	 	MERCK & CO.,
      INC.	 
	 	 	 	 	 
	 	 	 	 	 
	By: 	
                    /s/
      Thomas J. Sabatino, Jr.

                  	 	 	By: 	
                    /s/
      Richard T. Clark

                  	 
	 	Name:	Thomas
      J. Sabatino, Jr.	 	 	 	Name:	Richard
      T. Clark	 
	 	Title:	Executive
      Vice President and General Counsel	 	 	 	Title:	Chairman,
      President and Chief Executive Officer	 


             

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          EXHIBIT
A - FORM OF CONTRIBUTION AGREEMENT

           

          Dated
[·]

           

          


           

          


           

          


           

          


           

          CONTRIBUTION
AGREEMENT

           

          


           

          SCHERING-PLOUGH
CORPORATION1

           

          


           

          MERCK
& CO., INC.

           

          


           

          SANOFI-AVENTIS

           

          


           

          and

           

          


           

          MERIAL
LIMITED

           

          


                   
___________________________________________

                  
            
              	
                      1

                    	
                      Note:
      Corporate name to be adapted/changed following the completion of the
      Schering Plough Merger.

                    


            

             

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          CONTRIBUTION
AGREEMENT

           

          Contribution Agreement, dated as of [●], by and
among:

           

          
            	
                    (1)

                  	
                    Schering-Plough
      Corporation, a corporation
      organized under the laws of New Jersey (“Schering-Plough”);

                  


          

           

          
            	
                    (2)

                  	
                    Merck & Co., Inc., a
      corporation organized under the laws of New Jersey (“Merck”);

                  


          

           

          
            	
                    (3)

                  	
                    Sanofi-Aventis, a société anonyme
      organized under the laws of France (“Sanofi-Aventis”);

                  


          

           

          -and-

           

          
            	
                    (4)

                  	
                    Merial Limited, a
      company limited by shares organized under the laws of England and
      domesticated in the State of Delaware, United States as Merial, LLC, a
      limited liability company (“Merial”).

                  


          

           

          (Schering-Plough,
Merck, Merial and Sanofi-Aventis are hereinafter referred to individually as a
“Party” and collectively
as the “Parties”).

           

          WHEREAS:

           

          
            	
                    (A)

                  	
                    Merck
      and Schering-Plough are parties to that certain Agreement and Plan of
      Merger, dated March 8, 2009, by and among Schering-Plough, Merck and
      certain Subsidiaries of Schering-Plough formed to execute the merger of
      one of the merger Subsidiaries into Schering-Plough such that
      Schering-Plough was the surviving corporation in such merger and the
      merger of the other merger Subsidiary into Merck such that Merck was the
      surviving corporation in such merger and became a wholly-owned Subsidiary
      of Schering-Plough (the “Merger”);

                  


          

           

          
            	
                    (B)

                  	
                    Pursuant
      to that certain Share Purchase Agreement, dated as of July [●], 2009, by
      and among Sanofi-Aventis, Merck and certain of their respective
      Subsidiaries (the “Share
      Purchase Agreement”), Sanofi-Aventis purchased from certain
      Subsidiaries of Merck the equity interests in Merial that it did not then
      own, such that Sanofi-Aventis now owns 100% of the outstanding equity
      interests in Merial;

                  


          

           

          
            	
                    (C)

                  	
                    Merial
      and its Subsidiaries are engaged in the business of discovery and
      development, manufacturing, marketing and sale of pharmaceutical,
      biological and medicinal products to enhance the health or performance of
      animals (the “Merial
      Business”);

                  


          

           

          
            	
                    (D)

                  	
                    Schering-Plough
      and its Subsidiaries are engaged in the animal health business, including
      the discovery, development, manufacturing and sale of veterinary medicines
      in all major food producing and companion animal species (collectively,
      the “I/SP
      Business”), which is conducted through Intervet Holdings B.V.,
      Intervet, Inc. and certain other Subsidiaries of Schering-Plough (the
      “I/SP
      Entities”);

                  


          

           

          
            	
                    (E)

                  	
                    Pursuant
      to that certain Call Option Agreement, dated as of July [●], 2009, by and
      among Schering-Plough, Sanofi-Aventis and Merck (the “Call Option Agreement”),
      Schering-Plough granted to Sanofi-Aventis the right to conduct due
      diligence on the I/SP Business and the option (the “Call Right”),
      exercisable at the sole discretion of Sanofi-Aventis, to acquire from
      Schering-Plough (by way of contribution to Merial) the I/SP
      Business  in exchange for the issuance and transfer of 50% of
      the then-outstanding equity interests in Merial, such that Sanofi-Aventis
      and Schering-Plough will each own 50% of Merial as of the consummation of
      such transactions;

                  


          

           

          
            	
                    (F)

                  	
                    The
      Parties are entering into this Agreement as a consequence of
      Sanofi-Aventis’ exercise of the Call Right and to implement the
      transactions contemplated by the Call Option Agreement;
  and

                  


          

           

          
            	
                    (G)

                  	
                    Upon
      the completion of the transactions contemplated hereby, the Parties shall
      enter into the Shareholders’ Agreement, in the form attached as Exhibit
      A hereto, so as to regulate, as between themselves, the governance
      and other aspects of the affairs of Merial (the “Shareholders’
      Agreement”).

                  


          

           

          Now, Therefore, in consideration of
the mutual covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties hereto hereby covenant and agree as follows:

           

          
            
              	
                      1

                    	
                      Definitions

                    


            

             

            In this
Agreement, in addition to such terms as are defined elsewhere in this Agreement,
the following terms have the meanings specified in this Section 1:

             

            “Abbreviated Financial
Statements” means:

             

            
              	
                       
      

                    	
                      ·

                    	
                      Statement
      of Net Sales and Expenses for the I/SP Business pursuant to the
      requirements of Rule 3-05 of Regulation S-X. These statements will include
      net sales less expenses attributable to the I/SP Business. Expenses would
      include all direct expenses, such as cost of sales, sales and marketing,
      depreciation and amortization, foreign exchange transaction gains and
      losses, special and acquisition related charges and all allocations of
      corporate administrative expenses that have historically been made by
      Schering-Plough and would only exclude interest, income taxes and the
      costs of Schering-Plough’s senior executive management (which is
      considered to be part of corporate
overhead);

                    


            

             

            
              	
                       
      

                    	
                      ·

                    	
                      Statement
      of Assets Acquired and Liabilities Assumed pursuant to the requirements of
      Rule 3-05 of Regulation S-X. This statement will consist only of the
      assets acquired and liabilities to be assumed by an
    acquirer;

                    


            

             

            
              	
                       
      

                    	
                      ·

                    	
                      To
      the extent available, selected cash flow information about cash flows
      relating to the I/SP Business in the notes to the financial statements.
      Such information will be prepared consistent with the Statement of Assets
      Acquired and Liabilities Assumed and Statement of Net Sales and Expenses;
      and

                    


            

             

            
              	
                       
      

                    	
                      ·

                    	
                      The
      notes to the I/SP Business Financial Statements will disclose the basis of
      presentation and the nature of the omitted
  items;

                    


            

             

            “Affiliate” of a Person means a
Person that, directly or indirectly, through one or more intermediaries
Controls, is Controlled by, or is under common Control with, the first
Person;

             

            “Agreement” means this
Contribution Agreement, including the Schedules and Exhibits
hereto;

             

            “animal health business” means
the animal health business, including the discovery and development,
manufacturing, marketing and sale of animal health products throughout the
world;

             

            “Animal Health Field of Use”
means the field of animal health, including the research, development,
manufacturing, authorization, testing, commercialization, marketing, sales and
distribution of products and services that are used (or are intended to be used)
primarily to prevent, treat and control disease or other conditions in, or to
enhance the performance, productivity, welfare, tracking, recovery or monitoring
of, all animal species with the exception of homo sapiens;

             

            “Animal Health Subsidiaries”
means, collectively, the I/SP Entities and the Merial Indemnified Tax
Entities;

             

            “Antitrust Law” means The
Sherman Antitrust Act, as amended, The Clayton Antitrust Act, as amended, the
HSR Act, the Federal Trade Commission Act, as amended, the ECMR, the Canadian
Investment Regulations and all other federal, state or foreign statutes, rules,
regulations, orders, decrees, administrative and judicial doctrines, case law
and other Laws that are designed or intended to prohibit, restrict or regulate
(i) foreign investment or (ii) actions having the purpose or effect of
monopolization or restraint of trade or lessening of competition through merger
and acquisition;

             

            “Audit Date” means [●];2

            _____________________________________

            
              
                	
                        2

                      	
                        If the Contribution Agreement is
      executed on or before March 15, 2010, the Audit Date will be December 31,
      2008.  If the Contribution Agreement is executed after March 15,
      2010, the Audit Date will be (i) if the Merger closes in 2010,
      December 31, 2009 or (ii) if the Merger closes in 2009, the closing
      date of the Merger.  If clause (ii) above applies, then
      Schering-Plough’s representation in Clause 8.6 will apply to audited
      statements for the period from January 1, 2009 through the closing date of
      the Merger and unaudited reviewed financial statements prepared in a form
      substantially consistent with the Abbreviated Financial Statements (but
      reflecting purchase accounting and other potential changes, such as in
      allocation methodology, in connection with the Merger) for the period from
      the closing date of the Merger through December 31,
      2009.

                      


              

            

             

            “Beneficiary” has the meaning
set forth in Section 15.4.1;

             

            “Business Day” means a day
other than a Saturday, Sunday or other day on which commercial banks in New
York, London or Paris are authorized or required to close;

             

            “Buyer Animal Health Executive”
means Sanofi-Aventis’s executive with direct responsibility for the Merial
Business and any duly appointed successor in such role, notified in writing by
Sanofi-Aventis to Sellers;

             

            “Buyer” means
Merial;

             

            “Call Option Agreement” has the
meaning set forth in Recital (E);

             

            “Call Right” has the meaning
set forth in Recital (E);

             

            “Cap” has the meaning set forth
in Section 16.2.3(i);

             

            “Closing” has the meaning set
forth in Section 7.1;

             

            “Closing Date” has the meaning
set forth in Section 7.1;

             

            “Code” means the Internal
Revenue Code of 1986, as amended, and the rules and regulations promulgated
thereunder;

             

            “Competition Laws” means the
merger control Laws in effect with respect to the exercise of the Call Right and
transfer of the I/SP Business to Merial including in the European Union and the
U.S.;

             

            “Confidential Information” has the meaning
set forth in Section 17.2.1;

             

            “Contemplated Transactions”
means the transactions contemplated by this Agreement;

             

            “Contract” means any
agreements, contracts, leases and subleases, purchase orders, arrangements,
commitments and licenses (other than this Agreement and the Related Agreements)
that are Related to the I/SP Business, Related to the Merial Business, or to
which any member of the I/SP Group or the Merial Group is subject;

             

            “Control” means, in relation to
any Person, where a Person (or Persons acting in concert) has direct or indirect
control (i) of the affairs of another Person, (ii) over more than 50%
of the total voting rights conferred by all the issued shares in the capital of
another Person which are ordinarily exercisable in a general meeting or
(iii) of a majority of the board of directors of another Person (in each
case whether pursuant to relevant constitutional documents, contract or
otherwise) and “Controlled” shall be construed
accordingly;

             

            “Deductible” has the meaning
set forth in Section 16.2.3(i);

             

            “ECMR” means the European
Community Merger Regulation;

             

            “Employee” of a Person means
all active employees of such Person, including for the avoidance of doubt
Employees of such Person on approved leaves of absence with a guaranteed right
to return to employment;

             

            “Encumbrance” means any lien,
privilege, mortgage, pledge, third-party claim or right, charge, restriction of
use, defect of title, easement, security interest or encumbrance of any kind,
including, without limitation, obligations resulting from any sublease, tenancy,
right of occupation, easement, preemptive right or privilege in favor of any
Person or entity;

             

            “Environmental Laws” means, at
any date, all provisions of law (including applicable principles of common and
civil law), statutes, ordinances, rules, regulations, published standards and
directives that have the force and effect of Laws, permits, licenses, judgments,
writs, injunctions, decrees and orders enacted, promulgated or issued by any
Public Authority, and all indemnity agreements and other contractual
obligations, as in effect at such date, relating to (i) the protection of
the environment, including the air, surface and subsurface soils, surface
waters, groundwaters and natural resources, and (ii) occupational health
and safety and exposure of Persons to Hazardous Materials. Environmental Laws
shall include the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. §§ 9601 et seq., and any other Laws
imposing or creating liability with respect to Hazardous Materials;

             

            “Environmental Permits” has the
meaning set forth in Section 8.14.2;

             

            “Equity Securities” means, with
respect to any entity, (a) for those entities that are a corporation, any and
all shares of capital stock, (b) for those entities that are a partnership,
limited liability company, trust or similar Person, any and all units, interests
or other partnership/limited liability company interests and (c) for entities
that are any other type of Person, any direct or indirect equity ownership or
participation in such entity;

             

            “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended and any regulations
promulgated or proposed thereunder;

             

            “ERISA Affiliate” with respect
to a Person, means each business or entity which is a member of a “controlled
group of corporations,” under “common control” or an “affiliated service group”
with that Person within the meaning of Sections 414(b), (c) or (m) of the Code,
or required to be aggregated with that Person under Section 414(o) of the Code,
or is under “common control” with that Person, within the meaning of Section
4001(a)(14) of ERISA;

             

            “GAAP” means generally accepted
accounting principles as in effect in the United States;

             

            “Guaranteed Obligations” has
the meaning set forth in Section 15.4.1;

             

            “Guarantor” has the meaning set
forth in Section 15.4.1;

             

            “Hazardous Material” means any
substance regulated by any Environmental Law or which may now or in the future
form the basis for any environmental Liability;

             

            “HSR Act” means the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

             

            “I/SP Business” has the meaning
set forth in Recital (D);

             

            “I/SP Business Financial
Statements” has the meaning set forth in Section 8.6.1;

             

            “I/SP Business Products” means
all animal health products resulting from the operation of the I/SP
Business;

             

            “I/SP Contribution” has the
meaning set forth in Section 5.1;

             

            “I/SP Contribution Value” has
the meaning set forth in the Call Option Agreement;

             

            “I/SP Entities” has the meaning
set forth in Recital (D);

             

            “I/SP Entities Plan” means a
Plan (i) solely for the benefit of any current or former employee, officer,
director or independent contractor (who is an individual) of any I/SP Entity or
any of their Subsidiaries and the beneficiaries and dependents thereof, which is
now or previously has been entered into, sponsored, maintained or contributed
to, as the case may be, or with respect to which any withdrawal liability
(within the meaning of section 4201 of ERISA) has been incurred, by any I/SP
Entity, any of their Subsidiaries, or any I/SP Entity ERISA Affiliates, or
pursuant to which any I/SP Entity, any of their Subsidiaries, or any I/SP Entity
ERISA Affiliates has or may have any Liability or (ii) that will (directly
or indirectly) be maintained or contributed to by the Merial Group or its
Affiliates after the Closing, or pursuant to which the Merial Group or its
Affiliates has or may have any Liability after the Closing;

             

            “I/SP Group” means the I/SP
Entities and their Subsidiaries;

             

            “I/SP MAC” means any event,
circumstance, change or effect that, individually or in the aggregate, has, or
is reasonably expected to have, a durationally significant material adverse
effect on the assets, results of operations, business or financial condition of
the I/SP Entities, taken as a whole, provided, that none of the following
events, circumstances, changes or effects, in and of itself or themselves, shall
constitute (or be taken into account in determining the occurrence of) an I/SP
MAC: (a) any change in general economic conditions or effects resulting from
factors generally affecting companies in the industry in which the I/SP Entities
conduct business, (b) the announcement or performance of this Agreement or the
transactions contemplated hereby, (c) any failure of, or expectation of failure
of, the I/SP Entities to meet any projections, forecasts or estimates of any
type, provided that this exclusion shall not prevent or otherwise affect any
event, circumstance, change or effect underlying such failure from being taken
into account in determining whether an I/SP MAC has occurred, (d) any act of
war, armed hostilities or terrorism, or any worsening thereof, (e) any change
required by any change in law or accounting standards or any change in the
interpretation or enforcement of any of the foregoing, (f) any raw material
shortages, (g) any event, circumstance, change or effect that arises out of (i)
any action of Sanofi-Aventis or any of its Affiliates  that would not
be commercially reasonable to take in the circumstances or (ii) the failure
of Sanofi-Aventis or any of its Affiliates to take any action that would be
commercially reasonable in the circumstances, or (h) any event, circumstance,
change or effect that relates to any matter that Sanofi-Aventis or any of its
Affiliates has actual knowledge prior to the date of this Agreement which has
had, or is reasonably likely to have, an I/SP MAC (without giving effect to the
exclusion contained in this clause (h)); provided, however, that with respect to
each of the exclusions in clauses (a), (d), (e) and (f) above, such exclusions
shall only apply to the extent that the effect of such change is not materially
more adverse with respect to the I/SP Entities than the effect on comparable
businesses in the industry in which the I/SP Entities conduct
business;

             

            “I/SP Mixed-Use Intellectual
Property” means all Intellectual Property Rights that (i) are owned by or
licensed to members of the I/SP Group immediately prior to the Closing and after
giving effect to the transfers contemplated by Clauses 10.6.1 and 10.6.2 and
(ii) are used or held for use in any Non-I/SP Business as conducted immediately
prior to Closing and as intended to be conducted immediately after the
Closing;

             

            “I/SP Product Registrations”
means all Public Authority Consents required to be obtained from any Public
Authority to test, sell, market or manufacture all I/SP Business Products
currently being tested, sold, marketed or manufactured, as applicable, by the
I/SP Business;

             

            “I/SP Shares” means, with
respect to the I/SP Entities, (a) for those I/SP Entities that are a
corporation, any and all shares of capital stock, (b) for those I/SP Entities
that are a partnership, limited liability company, trust or similar Person, any
and all units, interests or other partnership/limited liability company
interests and (c) for I/SP Entities that are any other type of Person, any
direct or indirect equity ownership or participation in such I/SP
Entity;

             

            “I/SP Unaudited Financial
Statements” has the meaning set forth in Section 8.6.1;

             

            “Income Taxes” means income,
corporation or franchise taxes or other Taxes measured in whole or in part by
income or by reference to income, together with any interest or penalties
imposed with respect thereto, levied by any Taxing Authority;

             

            “Indebtedness” means, with
respect to any Person, all (i) obligations of such Person for borrowed
money, whether current or funded, secured or unsecured, or with respect to
deposits or advances of any kind; (ii) obligations of such Person evidenced
by bonds, debentures, notes or similar instruments and all liabilities in
respect of mandatorily redeemable capital stock or securities convertible into
capital stock; and (iii) guarantees and support and keepwell arrangements
having the economic effect of a guarantee of such Person of any Indebtedness of
any other Person, in each case, including the outstanding principal amount of
such Indebtedness, together with all interest accrued thereon and all costs and
charges associated therewith;

             

            “Indemnitee” has the meaning
set forth in Section 16.2.5;

             

            “Indemnitor” has the meaning
set forth in Section 16.2.5;

             

            “Intellectual Property Rights”
means any or all of the following and all rights in, arising out of, or
associated therewith: (i) Patents; (ii) Know-How;
(iii) copyrights; (iv) Trademarks; (v) registrations and applications
for registrations for any of the foregoing, including any other counterparts
thereof worldwide and any divisionals, continuations, continuations-in-part,
re-issues and re-examinations thereof and renewals, extensions, restorations and
reversions thereof and (vi) any similar, corresponding or equivalent rights
to any of the foregoing anywhere in the world;

             

            “IRS” means the Internal
Revenue Service of the United States;

             

            “Know-How” means, in respect of
any product, all information, technical knowledge, ability, skill, expertise in
the manufacture or commercialization of such product, and know-how, to the
extent it exists at the Closing Date (including, without limitation, technical
data, regulatory know-how, instructions, trade secrets, processes, formulas,
formulation information, packaging and chemical specifications, product
specifications, chemical and finished goods analytical test methods, stability
data, testing data, quality control data for biological, chemical,
pharmacological, toxicological, physical, analytical, clinical, safety,
contracting and reimbursement strategy and marketing strategy and manufacturing
and information related thereto) other than knowledge or expertise covered by a
patent;

             

            “Knowledge” means with respect
to Sellers, the actual knowledge without independent inquiry of Raul Kohan, René
Aerts, K.J. Varma, Jochen Bader, Gráinne Higgins, Malte Greune, Mark van Heumen,
H. Wahnish, E. Santos, H. Trenteseaux, M. Dickie and B. Behrend, provided such
individual is employed by Sellers or one of their Affiliates on the date of this
Agreement or any of their successors, if a successor has been appointed, and
with respect to Sanofi-Aventis, the actual knowledge without independent inquiry
of Jose Barella, Jean-Louis Crosia, Jorge Sole, Tom Zerzan, Didier Juillat,
Ellen de Brabander, Bruno Jactel, Dominique Petitgenet, Dominique Michal and Hod
Nalle, provided such individual is employed by Sanofi-Aventis or one of its
Affiliates on the date of this Agreement, or any of their successors, if a
successor has been appointed;

             

            “Law” means any U.S. or
Non-U.S. supranational, federal, national, state, local, provincial or cantonal
statute, law, directive, ordinance, regulation, rule, code, order, requirement
or rule of common law;

             

            “Liabilities” means any and all
debts, losses, liabilities, claims, damages, fines, costs, royalties,
proceedings, deficiencies or obligations of any nature, whether known or
unknown, absolute, accrued, contingent or otherwise and whether due or to become
due (including those arising under any Law (including any Environmental Law),
action or governmental order and those arising under any Contract, agreement,
arrangement, commitment or undertaking) and any out-of-pocket costs and expenses
(including attorneys’, accountants’ or other fees);

             

            “Litigation” means claims,
actions, suits, investigations or proceedings;

             

            “Loss” means all actual
Liabilities, environmental remediation expenses, costs and expenses, including,
without limitation, reasonable attorneys’ fees; provided, that (a) Losses shall
not include consequential damages, special damages, punitive damages, or lost
profits (other than any consequential damages, special damages, punitive
damages, or lost profits awarded to a third party), and (b) for purposes of
computing Losses incurred by an Indemnitee, there shall be deducted an amount
equal to the amount of any insurance proceeds, indemnification payments,
contribution payments or reimbursements, and any Tax benefits received or
receivable by such Indemnitee or any of such Indemnitee’s Affiliates in
connection with such Losses or the circumstances giving rise
thereto;

             

            “Material Contract” has the
meaning set forth in Section 8.12;

             

            “Merger” has the meaning set
forth in Recital (A);

             

            “Merger Control Authority”
means the European Commission, the United States Federal Trade Commission, or
any other governmental body, in any country or jurisdiction whatsoever, with
authority for approving or disapproving the transactions contemplated by this
Agreement or the Related Agreements under applicable Competition
Laws;

             

            “Merial Business” has the
meaning set forth in Recital (C);

             

            “Merial Business Products”
means all animal health products resulting from the operation of the Merial
Business;

             

            “Merial Contribution Value” has
the meaning set forth in the Call Option Agreement;

             

            “Merial Equity Interests” means
the aggregate number of ordinary and preference shares issued by
Merial;

             

            “Merial Financial Statements”
has the meaning set forth in Section 9.6.1;

             

            “Merial Group” means Merial and
its Subsidiaries, which, for the avoidance of doubt, shall not include any of
the I/SP Entities or the I/SP Business for any period prior to the Closing
Date;

             

            “Merial Indemnified Tax
Entities” means Merial and its Subsidiaries prior to the consummation of
the closing of the transactions contemplated by this Agreement;

             

            “Merial Issuance” has the
meaning set forth in Section 6.2;

             

            “Merial MAC” means any event,
circumstance, change or effect that, individually or in the aggregate, has, or
is reasonably expected to have, a durationally significant material adverse
effect on the assets, results of operations, business or financial condition of
Merial and its Subsidiaries, taken as a whole, provided, that none of the
following events, circumstances, changes or effects, in and of itself or
themselves, shall constitute (or be taken into account in determining the
occurrence of) a Merial MAC: (a) any change in general economic conditions or
effects resulting from factors generally affecting companies in the industry in
which Merial and its Subsidiaries conduct business, (b) the announcement or
performance of this Agreement or the transactions contemplated hereby, (c) any
failure of, or expectation of failure of, Merial or its Subsidiaries to meet any
projections, forecasts or estimates of any type, provided that this exclusion
shall not prevent or otherwise affect any event, circumstance, change or effect
underlying such failure from being taken into account in determining whether a
Merial MAC has occurred, (d) any act of war, armed hostilities or terrorism, or
any worsening thereof, (e) any change required by any change in law or
accounting standards or any change in the interpretation or enforcement of any
of the foregoing, (f) any raw material shortages, (g) any event, circumstance,
change or effect that arises out of (i) any action of Merck,
Schering-Plough or any of their Affiliates that would not be commercially
reasonable to take under the circumstances or (ii) the failure of Merck,
Schering-Plough or any of their Affiliates to take any action that would be
commercially reasonable in the circumstances, or (h) any event, circumstance,
change or effect that relates to any matter that Merck, Schering-Plough or any
of their Affiliates has actual knowledge prior to the date of this Agreement
which has had, or is reasonably likely to have, a Merial MAC (without giving
effect to the exclusion contained in this clause (h)), it being agreed that the
exclusion in this clause (h) shall not apply in the event of a withdrawal from
the market in one or more countries of any of Merial’s products based on
fipronil or in the event of any significant adverse change in labeling affecting
any of Merial’s products based on fipronil, as long as neither Merck,
Schering-Plough nor any of its Affiliates had actual knowledge prior to the date
of this Agreement of such withdrawal or label change; provided, however, that
with respect to each of the exclusions in clauses (a), (d) and (e) above, such
exclusions shall only apply to the extent that the effect of such change is not
materially more adverse with respect to Merial and its Subsidiaries than the
effect on comparable businesses in the industry in which Merial and its
Subsidiaries conduct business;

             

            “Merial Plan” means, excluding
any Plans that are a Pre-Existing Condition, a Plan (i) solely for the
benefit of any current or former employee, officer, director or independent
contractor (who is an individual) of the Merial Group or any of their
Subsidiaries and the beneficiaries and dependents thereof, which is now or
previously has been entered into, sponsored, maintained or contributed to, as
the case may be, or with respect to which any withdrawal liability (within the
meaning of section 4201 of ERISA) has been incurred, by any member of the Merial
Group, or any Merial Group ERISA Affiliates, or pursuant to which any member of
the Merial Group, or any Merial Group ERISA Affiliates has or may have any
Liability or (ii) that is (directly or indirectly) maintained or
contributed to by the Merial Group, or pursuant to which the Merial Group has or
may have any Liability;

             

            “Merial Product Registrations”
means all Public Authority Consents required to be obtained from any Public
Authority to test, sell, market or manufacture all Merial Business Products
currently being tested, sold, marketed or manufactured, as applicable, by
Merial;

             

            “Merial Shares” means, with
respect to any Merial entity, (a) for those entities that are a corporation, any
and all shares of capital stock, (b) for those entities that are a partnership,
limited liability company, trust or similar Person, any and all units, interests
or other partnership/limited liability company interests and (c) for entities
that are any other type of Person, any direct or indirect equity ownership or
participation in such entity;

             

            “Merial Unaudited Financial
Statements” has the meaning set forth in Section 9.6.1;

             

            “Non-I/SP Business” means any
business or operations of Schering-Plough or its Subsidiaries, other than the
I/SP Business and its operations;

             

            “Non-U.S.” means located
outside the United States of America, its territories and
possessions;

             

            “Notice” has the meaning set
forth in Section 18.2.1;

             

            “Order” means any judgment,
order, administrative order, writ, ruling, stipulation, injunction (whether
permanent or temporary), award, decree or similar legal restraint of, or binding
settlement having the same effect with, any Public Authority;

             

            “Ordinary Course” or “Ordinary Course of Business”
means, with respect to Sellers, the conduct of the I/SP Business in accordance
with the Sellers (to the extent Related to the I/SP Business) and the I/SP
Entities’ normal day-to-day customs, practices and procedures, consistent with
past practice and, with respect to Sanofi-Aventis and Merial, the conduct of the
Merial Business in accordance with Merial’s normal day-to-day customs, practices
and procedures, consistent with past practice;

             

            “Other Taxes” means all Taxes
which are not Income Taxes, including any Transfer Taxes not described in
Section 12.9 (even if related to real property); provided, however, that such term shall not
include any real property taxes;

             

            “Party” or “Parties” has the meaning set
forth in the Preamble;

             

            “Patents” means all issued
patents and patent applications together with all reissues, renewals, additions,
divisions, continuations, continuations-in-part, substitutions, reexaminations,
restorations, patent term extensions, and/or supplementary rights;

             

            “Permitted Encumbrance” means
(i) Encumbrances specifically reserved against in the audited financial
statements of Merial or the I/SP Entities (as applicable), to the extent so
reserved; (ii) Encumbrances for Taxes not yet due and payable or that are
being contested in good faith and by the appropriate Proceedings to the extent
that adequate reserves with respect thereto are maintained on the books of
Merial or the I/SP Entities (as applicable) in accordance with GAAP;
(iii) Encumbrances of warehousemen, mechanics and materialmen and other
similar Encumbrances arising by operation of Law in the Ordinary Course; or
(iv) Encumbrances that, individually and in the aggregate, do not and would
not materially detract from the value of any of the assets or real property or
materially interfere with the use thereof in the Ordinary Course;

             

            “Person” means any individual,
partnership, firm, corporation, association, trust, unincorporated organization,
joint venture, limited liability company or other entity;

             

            “Plan” means any agreement,
plan, program, fund, policy, contract, arrangement or understanding (either
written or unwritten and whether or not legally binding, including plans
maintained both inside and outside of the U.S.) providing compensation,
benefits, pension, retirement, profit sharing, stock bonus, stock option, stock
purchase, stock ownership, stock appreciation right, phantom or stock
equivalent, bonus, incentive, deferred compensation, hospitalization, medical,
dental, vision, retirement, vacation, insurance, sick pay, disability, death
benefit, severance, worker’s compensation, supplementary unemployment benefits,
retiree benefits, perquisites or similar employee benefits, or any salary
continuation agreement, change-of-control agreement, retention agreement,
employment agreement or consulting agreement, including (i) any “employee
benefit plan” (as defined in section 3(3) of ERISA), and (ii) any
“multiemployer plan” (as defined in section 3(7) of ERISA), but excluding any
pension, health or drug plan, workers’ compensation insurance or any other
arrangement maintained by a governmental authority (e.g., government sponsored
Social Security or Medicare benefits);

             

            “Post-SPA Closing Tax Period”
means (x) any taxable period beginning on or after the day following the SPA
Closing Date and ending on or before the Closing Date and (y) the portion of any
Straddle Period or any Share Purchase Straddle Period beginning on or after the
day following the SPA Closing Date and ending on or before the Closing
Date;

             

            “Pre-Closing Restructuring” has
the meaning given in Section 10.6;

             

            “Pre-Closing Tax Period” in relation to a
Person means all taxable periods of that Person ending on or before the Closing
Date;

             

            “Pre-Existing Condition” means
any and all facts, circumstances or events occurring or existing prior to or
having a cause of origin prior to the SPA Closing Date;

             

            “Primarily Related to the I/SP
Business”  means used or held for use primarily or exclusively
in the I/SP Business as conducted immediately prior to Closing and as intended
to be conducted immediately after the Closing;

             

            “Proceedings” has the meaning
set forth in Section 8.14.3;

             

            “Public Authority Consents” has
the meaning set forth in Section 8.5;

             

            “Public Authority” means any
supranational, national, regional, state or local government, court, tribunal,
governmental agency, authority, board, bureau, instrumentality or regulatory
body;

             

            “Regulatory Divestiture” has
the meaning set forth in Section 10.1.2;

             

            “Related Agreements” means the
agreements contemplated by Section 10.6.8;

             

            “Related to the I/SP Business”
means required or necessary for, used or held for use primarily or exclusively
in connection with or otherwise material to the I/SP Business as conducted
immediately prior to the Closing and as intended to be conducted immediately
after the Closing;

             

            “Related to the Merial
Business” means required or necessary for, used or held for use primarily
or exclusively in connection with or otherwise material to the Merial Business
as conducted immediately prior to the Closing and as intended to be conducted
immediately after the Closing;

             

            “Related to the Schering-Plough
Non-I/SP Business” means required or necessary for, used or held for use
in connection with or otherwise material to the business of Schering-Plough and
its Affiliates other than the I/SP Group;

             

            “Representatives” means, with
respect to any Person, such Person’s accountants, counsel, financial and other
advisors, representatives, consultants, directors, officers, employees,
stockholders, partners, members and agents;

             

            “Restrictive Agreement” means
any agreement to which a member of the I/SP Group is a party, and which contains
restrictions which, if not terminated or amended, will be breached by Merial or
any of its Subsidiaries in undertaking the Merial Business activities
contemplated to be undertaken by Merial as of the Closing pursuant to this
Agreement;

             

            “Retained Liabilities” has the
meaning set forth in Section 10.6.4.

             

            “Return” means all returns,
reports, declarations, estimates, information returns, statements and forms of
any nature regarding Taxes, including remittance advice, required to be filed
with any Taxing Authority;

             

            “Sanofi-Aventis Indemnitees”
has the meaning set forth in Section 16.2.2;

             

            “Sanofi-Aventis Plan” means a
Plan which is, in part, for the benefit of any current or former employee,
officer, director or independent contractor (who is an individual) of any member
of the Merial Group and the beneficiaries and dependents thereof, which is now
or previously has been entered into, maintained or contributed to, as the case
may be, or with respect to which any withdrawal liability (within the meaning of
section 4201 of ERISA) has been incurred, by Sanofi-Aventis, or pursuant to
which Sanofi-Aventis has or may have any Liability;

             

            “Seller Indemnitees” has the
meaning set forth in Section 16.2.1;

             

            “Sellers” means Schering-Plough
and any Affiliates selling I/SP Shares at the Closing;

             

            “Sellers Animal Health
Executive” means the Sellers’ executive with direct responsibility for
the I/SP Business and any duly appointed successor in such role, notified in
writing by Sellers to Sanofi-Aventis;

             

            “Sellers Plan” means a Plan
which is, in part, for the benefit of any current or former employee, officer,
director or independent contractor (who is an individual) of any I/SP Entity or
any of their Subsidiaries and the beneficiaries and dependents thereof, which is
now or previously has been entered into, maintained or contributed to, as the
case may be, or with respect to which any withdrawal liability (within the
meaning of section 4201 of ERISA) has been incurred, by Sellers, or pursuant to
which Sellers has or may have any Liability;

             

            “Share Purchase Agreement” has
the meaning set forth in Recital (B);

             

            “Share Purchase Straddle
Period” means, in relation to a Person, the taxable period of that Person
that includes (but does not end on) the SPA Closing Date;

             

            “Shared-Service Employees”
means Employees who perform services for one or more I/SP Entities and other
Subsidiaries or Affiliates of Merck and/or Schering-Plough;

             

            “Shareholders’ Agreement” has
the meaning set forth in Recital (G);

             

            “SP Mixed-Use Intellectual
Property” means all Intellectual Property Rights that (i) are owned by or
licensed to Schering-Plough and its Subsidiaries (other than members of the I/SP
Group) immediately prior to the Closing and after giving effect to the transfers
contemplated by Clauses 10.6.1 and 10.6.2 and (ii) are used or held for use in
the I/SP Business as conducted immediately prior to Closing and as intended to
be conducted immediately after the Closing;

             

            “SPA Closing” means the
consummation of the purchase of the equity interests in Merial by Sanofi-Aventis
from certain Subsidiaries of Merck pursuant to the Share Purchase
Agreement;

             

            “SPA Closing Date” means the
date of the consummation of the transactions contemplated by the Share Purchase
Agreement;

             

            “Straddle Period” means, in
relation to a Person, the taxable period of that Person that includes (but does
not begin on or end on)  the Closing Date;

             

            “Subsequent Loss” has the
meaning set forth in Section 12.5.5;

             

            “Subsidiaries” means each
corporation or other Person in which a Person (i) owns or controls,
directly or indirectly, capital stock or other equity interests representing at
least 50% of the outstanding voting stock or other equity interests or
(ii) has the right to appoint or remove a majority of its board of
directors or equivalent managing body; provided, however, that the I/SP Entities
and their Subsidiaries shall not be deemed Subsidiaries of Sanofi-Aventis until
after the Closing;

             

            “Tax Matter” means any Tax
matter, including any audit, examination, assessment, notice of deficiency or
other adjustment or proposed adjustment, or administrative or judicial
proceeding, the settlement of any of the foregoing, or the filing of any amended
return;

             

            “Tax” means any tax, including,
without limitation, income (net or gross), corporations, capital gains, gross
receipts, franchise, estimated, alternative, minimum, add-on minimum, sales,
use, transfer, registration, value added, excise, natural resources, severance,
stamp, occupation, premium, windfall profit, customs, duties, real property,
personal property, capital stock, social security, unemployment, disability,
payroll, license, employee or other withholding, or other tax, of any kind
whatsoever, and including any interest, penalties or additions to tax, levied by
any Taxing Authority, provided, however, that for
purposes of Sections 8.18 and 9.18 of this Agreement, the term "Tax" or "Taxes"
shall exclude any such taxes imposed as a result of a Regulatory
Divestiture;

             

            “Taxing Authority” means any
governmental authority, including, but not limited to, agencies of the European
Union, the U.S. Federal government, the government of the French Republic, the
government of the United Kingdom or the government of any other country, and any
political subdivision of any of the foregoing, having jurisdiction over the
assessment, determination, collection or other imposition of Tax;

             

            “Termination Agreement” means
the termination agreement among Merck, Merck SH Inc., a corporation organized
under the laws of Delaware, Merck Sharp & Dohme (Holdings) Limited, a
limited company organized under the laws of England and Wales, Sanofi-Aventis,
Sanofi 4, a société en nom
collectif organized under the laws of France, and Merial in respect of
the termination of certain provisions of the joint venture agreement with
respect to Merial;

             

            “Third Party” means any Person
other than Schering-Plough, Merck, Sanofi-Aventis or Merial;

             

            “Threshold” has the meaning set
forth in Section 10.1.2;

             

            “Trademarks” means trademarks,
service marks, trade names, business names, logos, get-up, utility models,
registered and unregistered design rights, copyrights, websites and domain
names, rights to sue for passing off and in unfair competition, rights in
opposition proceedings and all other similar rights in any part of the world
including, where such rights are obtained or enhanced by registration, any
registration of such rights and applications and rights to apply for such
registrations;

             

            “Transfer Tax” means all
transfer, documentary, sales, use, stamp, registration and other similar Taxes
and fees (including any interest, penalties or additions to tax);

             

            “Transition Services Agreement”
has the meaning set forth in Section 10.6.9;

             

            “U.S.” means the United States
of America, its territories and possessions;

             

            “Valuation Date” means the last
day of the calendar quarter immediately preceding the Commencement Date (as
defined in the Call Option Agreement); and

             

            “Works Council” means the works
council that is competent in cases that relate to Intervet International
B.V.

             

            
              	
                      2

                    	
                      Interpretation

                    


            

             

            
              
                	
                         
      

                      	
                        2.1

                      	
                        
                          Singular,
      Plural, Gender

                        

                      


              

               

              References
to one gender include all genders and references to the singular include the
plural and vice versa.

               

            

            
            

            
              
                	
                         
      

                      	
                        2.2

                      	
                        
                          Headings

                        

                      


              

               

              The
headings used in this Agreement have been adopted by the Parties for ease of
reference only, and the Parties declare that these headings are not to be
comprised in this Agreement and shall not in any event influence the meaning or
interpretation of this Agreement.

              
              

               

              
                
                

                
                  
                    	
                             
      

                          	
                            2.3

                          	
                            
                              
                                Schedules,
      etc.

                              

                            

                          


                  

                   

                  References
to this Agreement shall include any Exhibits, Schedules and Recitals to it and
references to Articles, Sections, Exhibits and Schedules are to Articles of,
Sections of, Exhibits to and Schedules to, this Agreement.

                  
                     

                    
                    

                    
                      
                        	
                                 
      

                              	
                                2.4

                              	
                                
                                  
                                    References
      to “directly or
indirectly”

                                  

                                

                              


                      

                       

                      “Directly
or indirectly” means (without limitation) either alone or jointly with any other
Person and whether on its own account or in partnership with another or others
or as the holder of any interest in or as an officer, employee or agent of or
consultant to any other Person.

                      
                         

                        
                        

                        
                          
                            	
                                     
      

                                  	
                                    2.5

                                  	
                                    
                                      
                                        Illustration

                                      

                                    

                                  


                          

                           

                          Any
phrase introduced by the terms “including,” “include,” “in particular” or any
similar expression shall be construed as illustrative and shall not limit the
sense of the words preceding those terms.

                          
                             

                            
                            

                            
                              
                                	
                                         
      

                                      	
                                        2.6

                                      	
                                        
                                          
                                            Monetary
      Figures

                                          

                                        

                                      


                              

                               

                              All
references to monetary figures shall be in United States dollars unless
otherwise specified.

                              
                                 

                                
                                

                                
                                  
                                    	
                                             
      

                                          	
                                            2.7

                                          	
                                            
                                              
                                                Name
      Change

                                              

                                            

                                          


                                  

                                   

                                  All
rights and obligations of Schering-Plough set forth in this Agreement shall
continue unaffected by the fact that in the Merger Schering-Plough may change
its name to Merck & Co., Inc.

                                  
                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              	
                      3

                    	
                      Overview
      of the Transaction

                    


            

             

            The
purpose of the transactions contemplated hereby is for Merial to acquire
(i) all of the Equity Securities of the I/SP Entities and (ii) the
ability to conduct  all of the I/SP Business. In order to achieve
this, Schering-Plough will cause the Pre-Closing Restructuring to take place and
contribute to Merial all of the outstanding equity interest in the I/SP Entities
in exchange for new Merial ordinary shares as contemplated by the Call Option
Agreement. Upon completion of the transactions contemplated hereby, each of
Sanofi-Aventis (and/or its designated Subsidiaries) and Schering-Plough (and/or
its designated Subsidiaries) will own 50% of the shares, dividend rights and
voting rights of Merial, which at that point will own all of the I/SP
Business.

             

            
              	
                      4

                    	
                      Intentionally
      Omitted

                    


            

             

            
              	
                      5

                    	
                      The
      Contribution

                    


            

             

            
              
              

              
                
                  	
                           
      

                        	
                          
                            5.1

                          

                        	
                          
                            
                              Contribution
      of I/SP Shares

                            

                          

                        


                

                 

                On the
terms and subject to the conditions of this Agreement and the Call Option
Agreement, at the Closing, Sellers shall contribute, convey, transfer, assign
and deliver good and valid title to the I/SP Shares of the I/SP Entities listed
in Schedule D,
free and clear of all Encumbrances, to Merial, and Sanofi-Aventis shall cause
(i) Merial or a Subsidiary of Merial to acquire such I/SP Shares from the
Sellers (the “I/SP
Contribution”) and (ii) Merial to complete the Merial Issuance
(defined below) in exchange for the I/SP Contribution.

                
                   

                  
                  

                  
                    
                      	
                               
      

                            	
                              5.2

                            	
                              
                                
                                  Ownership
      and Assumption by
Merial

                                

                              

                            


                    

                     

                    On the
terms and subject to the conditions hereof, at the Closing, the I/SP Shares
shall be owned exclusively by Merial and none of Sellers nor any of their
Subsidiaries, other than Merial, shall directly or indirectly own (i) any
I/SP Shares, or (ii) have the ability to conduct the I/SP Business (other
than through ownership in Merial).

                    
                    

                  

                

              

            

             

            
              	
                      6

                    	
                      Merial
      Issuance and Shareholders’
Agreement

                    


            

             

            
              	
                       
      

                    	
                      6.1

                    	
                      Pre-Conversion
      of Share Classes

                    


            

             

            After the
SPA Closing Date and prior to the Closing, Sanofi-Aventis and Merial shall cause
the outstanding preference shares in Merial to be converted to ordinary shares,
such that immediately prior to the Closing, all of Merial’s outstanding Equity
Securities shall be ordinary shares.

             

            
              	
                       
      

                    	
                      6.2

                    	
                      Issuance
      of the Merial Interest

                    


            

             

            In
consideration of the I/SP Contribution, on the terms and subject to the
conditions hereof, at the Closing, Sanofi-Aventis shall cause Merial to, and
Merial undertakes to, issue ordinary shares as contemplated by the Call Option
Agreement (the “Merial
Issuance”) and the Parties each agree to undertake the adjustments set
out in Clauses 3.6.2 and 3.6.3 of the Call Option Agreement.

             

            
              	
                       
      

                    	
                      6.3

                    	
                      Contribution
      Value Certificate

                    


            

             

            Within
five Business Days of the date on which the conditions precedent set forth in
Sections 13.1.1 and 13.1.3 have been satisfied, (i) Sanofi-Aventis shall deliver
to Schering-Plough the certificate setting forth the Merial Contribution Value
in accordance with Clause 4.2 of the Call Option Agreement and
(ii) Schering-Plough shall deliver to Sanofi-Aventis the certificate
setting forth the I/SP Contribution Value in accordance with Clause 4.2 of the
Call Option Agreement.

             

            
              	
                       
      

                    	
                      6.4

                    	
                      The
      Shareholders’ Agreement

                    


            

             

            Contemporaneously
with the Closing, each of Sanofi-Aventis, Merck, Schering-Plough and Merial
shall enter into the Shareholders’ Agreement.3

            ____________________________

            3           Form
to be as provided for by Clause 3.4.2 of the Call Option Agreement.

             

            
              	
                      7

                    	
                      The
      Closing

                    


            

             

            
              	
                       
      

                    	
                      7.1

                    	
                      The
      Closing

                    


            

             

            The
closing of the I/SP Contribution and the Merial Issuance (the “Closing”) shall take place at
the offices of Linklaters LLP, 1345 Avenue of the Americas, 19th
Floor, New York, New York at 10:00 a.m. on the fifth (5th)
Business Day after the satisfaction or waiver of the conditions (excluding
conditions that, by their nature, cannot be satisfied until the Closing, but
subject to the satisfaction or waiver of those conditions as of the Closing) set
forth in Article 13, unless this Agreement shall have been terminated pursuant
to its terms.  Notwithstanding the foregoing, the Closing may be
consummated at such other time or date as the Parties may agree to in
writing.  The date and time of the Closing is referred to in this
Agreement as the “Closing
Date.”

             

            
              	
                       
      

                    	
                      7.2

                    	
                      Closing
      Deliveries

                    


            

             

            At the
Closing,

             

            
              	
                       
      

                    	
                      7.2.1

                    	
                      Sanofi-Aventis
      shall deliver, or cause to be delivered, to Merck and Schering-Plough a
      duly executed counterpart to the Shareholders’ Agreement and any Related
      Agreement which it, pursuant to the express terms thereof, is intended to
      be a party thereto.

                    


            

             

            
              	
                       
      

                    	
                      7.2.2

                    	
                      Sanofi-Aventis
      shall cause each of Merial or any of its Subsidiaries to deliver, or cause
      to be delivered, to Merck and Schering-Plough, or Merial, as the case may
      be, a duly executed counterpart to the Shareholders’ Agreement and to any
      Related Agreement which Merck or any of such Subsidiaries, pursuant to the
      express terms thereof, is intended to be a party
  thereto.

                    


            

             

            
              	
                       
      

                    	
                      7.2.3

                    	
                      Each
      of Merck and Schering-Plough shall deliver, or cause to be
      delivered:

                    


            

             

            
              	
                       
      

                    	
                      (i)

                    	
                      to
      Sanofi-Aventis and Merial:

                    


            

             

            
              	
                       
      

                    	
                      (a)

                    	
                      a
      duly executed counterpart to the Shareholders’ Agreement and any Related
      Agreement which it, pursuant to the express terms thereof, is intended to
      be a party thereto, and

                    


            

             

            
              	
                       
      

                    	
                      (b)

                    	
                      evidence
      of the due fulfillment of the conditions required by all applicable local
      Laws to consummate the I/SP Contribution;
and

                    


            

             

            
              	
                       
      

                    	
                      (ii)

                    	
                      to
      Merial, certificates representing all of the I/SP Shares of the I/SP
      Entities, duly endorsed in blank or accompanied by stock powers or other
      instruments of transfer duly executed in blank, and bearing or accompanied
      by all requisite stock transfer
stamps.

                    


            

             

            
              	
                       
      

                    	
                      7.2.4

                    	
                      Merial
      shall deliver:

                    


            

             

            
              	
                       
      

                    	
                      (i)

                    	
                      to
      Merck and Schering-Plough:

                    


            

             

            
              	
                       
      

                    	
                      (a)

                    	
                      certificates
      representing the Merial shares issued in the Merial Issuance pursuant to
      Section 6.2;

                    


            

             

            
              	
                       
      

                    	
                      (b)

                    	
                      evidence
      of the due fulfillment of the conditions required by all applicable local
      Laws to consummate the Merial Issuance;
and

                    


            

             

            
              	
                       
      

                    	
                      (c)

                    	
                      a
      duly executed counterpart to the Shareholders’ Agreement, the Transition
      Services Agreement and any Related Agreement which it, pursuant to the
      express terms thereof, is intended to be a party
  thereto.

                    


            

             

            
              	
                       
      

                    	
                      (ii)

                    	
                      to
      Sanofi-Aventis, a duly executed counterpart to the Shareholders’ Agreement
      and any Related Agreement which it, pursuant to the express terms thereof,
      is intended to be a party thereto.

                    


            

             

            
              	
                       
      

                    	
                      7.3

                    	
                      Books
      and Records

                    


            

             

            
              	
                       
      

                    	
                      7.3.1

                    	
                      Promptly
      after the Closing Date, Sellers shall transmit, and/or shall cause its
      Affiliates to transmit, to Merial all books, ledgers, files, reports,
      plans, records, manuals and other materials (in any form or medium), and
      promotional material, Related to the I/SP Business that are not owned by
      the I/SP Entities.

                    


            

             

            
              	
                       
      

                    	
                      7.3.2

                    	
                      The
      Sellers shall give, and shall cause its Affiliates to give, Merial and its
      Affiliates access to its and/or their books and records (including
      advertising, marketing and sales materials and data (including customer
      lists)) that relate only partially to the I/SP Business Products or only
      part of which are necessary for Merial and its Affiliates to perform their
      obligations under the Related Agreements, provided, that if the
      information relating to the I/SP Business or to the obligations of Merial
      and its Affiliates to be performed under this Agreement or the Related
      Agreements can be physically extracted from the corresponding books and
      records, or if a copy of the corresponding books and records can be
      transmitted to Merial with redaction of the information not relating to
      the I/SP Business Products, then Sellers shall transmit to Merial such
      extract or such redacted copy.

                    


            

             

            
               

              
                	8	
                        Representations
      and Warranties of Sellers

                      
	 	 
	 	
                        Except
      as set forth in the Schedules (it being agreed that any matter disclosed
      in the Schedules with respect to any Section of this Agreement shall be
      deemed to have been disclosed with respect to any other Section to the
      extent the applicability thereto is readily apparent) and, other than with
      respect to Sections 8.3 and 8.6, except as disclosed in the
      Schering-Plough Annual Report on Form 10-K for the year ended December 31,
      2008 and in the Schering-Plough Quarterly Report on Form 10-Q for the
      quarterly period ended [●]4 (other than
      disclosures in the “Risk Factors” or “Forward Looking Statements” sections
      of such reports or any other disclosures in such reports to the extent
      they are similarly predictive or forward-looking in nature) to the extent
      the relationship with the I/SP Business is readily apparent, Sellers
      hereby represent and warrant, as of the date of this Agreement and as of
      the Closing Date, as follows:

                      
	 


              

            

            ___________________________________

            
              4           To
be the most recent calendar quarter ending before the Commencement
Date.

            

            
            

             

            
              	 	8.1	Organization and Power
	 	 	 
	 	 	Except as set forth
      in Schedule
      8.1, each of the Sellers and the I/SP Entities is a corporation or
      other legal entity duly incorporated or organized, validly existing and in
      good standing (with respect to any Seller or any I/SP Entity incorporated
      or organized in jurisdictions that recognize the concept) under the Laws
      of its jurisdiction of incorporation or organization.  Each of
      the Sellers and its Affiliates has full corporate or other organizational
      power and authority to execute, deliver and perform this Agreement, the
      Transition Services Agreement and the Related Agreements to which it is a
      party and to consummate the Contemplated Transactions required to be
      performed by it.  Except as set forth in Schedule
      8.1, each of the I/SP Entities has power and authority, and
      possesses all governmental licenses and permits necessary to enable it to
      own or lease and to operate its properties and assets and carry on their
      respective businesses as conducted as of the date of this Agreement, in
      each case, except as would not, individually or in the aggregate,
      reasonably be expected to have an I/SP MAC.
	 	 	 
	 	8.2	Authorization
      and Enforceability
	 	 	 
	 	 	Except
      as set forth in Schedule
      8.2, The execution and delivery by each of the Sellers and their
      Affiliates of this Agreement, the Transition Services Agreement and the
      Related Agreements to which it is a party and the performance of the
      Contemplated Transactions that are required to be performed by the Sellers
      or such Affiliates have been or will be duly authorized by the Sellers or
      their Affiliates, as applicable, and no other corporate or other
      organizational proceedings on the part of the Sellers or their Affiliates,
      are or will be necessary to authorize the execution, delivery and
      performance of this Agreement and the Related Agreements or the
      consummation of the Contemplated Transactions that are required to be
      performed by the Sellers or their Affiliates, as
      applicable.  This Agreement and the Transition Services
      Agreement have been duly executed and delivered by each Seller and each of
      the Related Agreements to which a Seller or any of its Affiliates is a
      party to be executed and delivered at the Closing by a Seller or any of
      its Affiliates, as applicable, will be, at the Closing, duly executed and
      delivered by such Person, and this Agreement constitutes, and as of the
      Closing, the Transition Services Agreement and the Related Agreements will
      constitute, a valid and legally binding agreement of each Seller or its
      Affiliates that will be a party thereto, as the case may be, enforceable
      against such Person, in accordance with its terms, subject to bankruptcy,
      insolvency, reorganization and other Laws of general applicability
      relating to or affecting creditors’ rights and to general equitable
      principles.
	 	 	 
	 	8.3	Capitalization
      of the I/SP Entities
	 	 	 
	 	 	8.3.1	
                      The I/SP
      Entities.  Schering-Plough and/or its Subsidiaries and
      Affiliates are the record and beneficial owner of all of the I/SP Shares
      as set forth in Schedule
      8.3.1.  Except as set forth in Schedule
      8.3.1, all of the I/SP Shares are duly authorized, have been
      validly issued and are fully paid and non-assessable, and were issued in
      compliance with applicable securities Laws or exemptions
      therefrom.  Except for the I/SP Shares or as set forth in Schedule 8.3.1,
      there are not outstanding any shares of capital stock or other Equity
      Securities of any of the I/SP Entities or any rights to subscribe for or
      purchase from the I/SP Entities any such shares of capital stock or other
      Equity Securities.  Except as set forth in Schedule
      8.3.1, none of the I/SP Entities has any outstanding securities
      convertible into or exchangeable or exercisable for any shares of its
      capital stock or any rights to subscribe for or to purchase, or any
      agreements providing for the issuance (contingent or otherwise) of any
      shares of its capital stock.  Except as set forth in Schedule
      8.3.1, neither of the Sellers is party to any right of first
      refusal, right of first offer, proxy, voting agreement, voting trust,
      registration rights agreement or shareholders agreement with respect to
      the sale or voting of any shares of capital stock or other Equity
      Securities of any of the I/SP Entities.

                    
	 	 	 	 
	 	 	8.3.2	Subsidiaries.  Schedule
      8.3.2 sets forth a list, true and correct in all material respects,
      of all of the Subsidiaries of each of the I/SP Entities, listing for each
      such Subsidiary its name, its jurisdiction of organization, its
      outstanding Equity Securities and the ownership of such Equity
      Securities.  Except as set forth in Schedule
      8.3.2, all the outstanding Equity Securities of each of the
      Subsidiaries of the I/SP Entities are validly issued, fully paid and
      nonassessable and as of the Closing are owned, directly or indirectly by
      the I/SP Entities or their Subsidiaries free and clear of any
      Encumbrances, other than Permitted Encumbrances.  Except as set
      forth in Schedule
      8.3.2, there are no outstanding Equity Securities of any of the
      Subsidiaries of the I/SP Entities or any rights to subscribe for or to
      purchase from any of the I/SP Entities or any of their respective
      Subsidiaries any Equity Securities of any of the Subsidiaries of the I/SP
      Entities.  Except as set forth in Schedule
      8.3.2, none of the I/SP Entities or any of their Subsidiaries is a
      party to any right of first refusal, right of first offer, proxy, voting
      agreement, voting trust, registration rights agreement or shareholders
      agreement with respect to the sale or voting of any Equity Securities of
      any of the Subsidiaries of the I/SP Entities.  Except as set
      forth in Schedule
      8.3.2, each of the Subsidiaries of the I/SP Entities is a
      corporation or other entity duly incorporated or organized, validly
      existing and in good standing (with respect to Subsidiaries incorporated
      or organized in jurisdictions that recognize the concept) under the Laws
      of its jurisdiction of incorporation or organization and has all corporate
      power and authority, and possesses all governmental licenses and permits
      necessary to enable it to own or lease and to operate its properties and
      assets and carry on their respective businesses as conducted as of the
      date of this Agreement, except as would not, individually or in the
      aggregate, reasonably be expected to have an I/SP MAC.
	 	 	 	 
	 	 8.4	No
      Violation
	 	 	 
	 	 	Except
      as set forth in Schedule
      8.4, the execution, delivery and performance by each of the Sellers
      or any of their Affiliates of this Agreement and the Transition Services
      Agreement and by each of the Sellers and their Affiliates of the Related
      Agreements to which it will be a party, the consummation of the
      Contemplated Transactions that are required to be performed by such the
      Sellers of any of their Affiliates and compliance with the terms of this
      Agreement, the Transition Services Agreement and such Related Agreements
      to which a Seller or any of its Affiliates is a party will not (a)
      conflict with or violate any provision of the certificate of
      incorporation, bylaws or other similar organizational documents of the
      Sellers or such Affiliate, as applicable, (b) assuming that all consents,
      approvals and authorizations contemplated by Section 8.5 have been
      obtained and all filings described therein have been made, conflict with
      or violate in any material respect any Law applicable to the Sellers, or
      such Affiliates or the I/SP Entities or to any of their Subsidiaries or by
      which its or any of their respective properties are bound, or (c) conflict
      with or violate any provisions of, or require any Third Party consents
      under, or give rise to a right or claim of termination, amendment,
      modification, vesting, acceleration or cancellation of any right or
      obligation or loss of any material benefit of any of the I/SP Business,
      the I/SP Entities or their respective Subsidiaries, except, in the cases
      of subsections (b) or (c), with respect to the separation of the I/SP
      Business from Schering-Plough in accordance with the provision of
      transition services under the Transition Services Agreement, or as would
      not, individually or in the aggregate, reasonably be expected to have an
      I/SP MAC.
	 	 	 	 
	 	8.5	Public
      Authorizations and Consents
	 	 	 
	 	 	No
      consents, licenses, approvals or authorizations of, or registrations,
      declarations or filings with, or other permissions, forbearances or
      allowances, including Marketing Authorizations, pertaining to, any Public
      Authority (“Public
      Authority Consents”) are required to be obtained or made by any of
      the Sellers or their Affiliates in connection with the execution, delivery
      and performance of this Agreement, the Transition Services Agreement and
      the Related Agreements to which either of the Sellers or any of its
      Affiliates is a party, or the consummation of the Contemplated
      Transactions required to be performed by either of the Sellers or any of
      its Affiliates hereunder, other than (a) the applicable requirements of
      the ECMR and other applicable Antitrust Laws, (b) the approval of the
      Contemplated Transactions pursuant to the HSR Act, (c) those Public
      Authority Consents listed in Schedule
      8.5, (d)  in connection with the separation of the I/SP
      Business from Schering-Plough in accordance with the provision of
      transition services under the Transition Services Agreement and (e) as
      would not, individually or in the aggregate, reasonably be expected to
      have an I/SP MAC.
	 	 	 
	 	
                      8.6

                    	Financial Information5
	 	 	 
	 	 	 


               

            

            
              
                
                  
                    	 	 	8.6.1	
                            
                              Schedule
      8.6.1 sets forth the following financial statements (the “I/SP Business Financial
      Statements”): (i) the audited Abbreviated Financial Statements
      as of the Audit Date and (ii) the unaudited Abbreviated Financial
      Statements as of [●], 20[●], (the “I/SP Unaudited Financial
      Statements”)6.  Except
      as set forth in Schedule
      8.6.1, each of the I/SP Business Financial Statements has been
      prepared in accordance with GAAP applied on a basis consistent with prior
      periods and fairly presents in all material respects the consolidated
      financial condition of the I/SP Business as of its respective date,
      subject, in the case of the I/SP Unaudited Financial Statements, to the
      absence of footnote disclosure and to normal, recurring end-of-period
      adjustments.

                            

                          
	 	 	 	 
	 	 	
                            8.6.2

                          	The
      I/SP Entities and their Subsidiaries do not have any Liabilities, except
      for Liabilities (i) reflected or reserved against in the balance
      sheet that is part of the I/SP Unaudited Financial Statements,
      (ii) incurred in the Ordinary Course since the Audit Date,
      (iii) set forth in Schedule
      8.6.2, or (iv) that have not had and would not reasonably be
      expected to have, either individually or in the aggregate, an I/SP
      MAC.


                  

                  
                    
                      
                        ___________________________

                        5           To
be provided in accordance with footnote 2.

                        ____________________________

                        6           To
be the most recent calendar quarter.

                      

                    

                  

                  	 	 	 	 


                

                
                  
                    	 	8.7	Absence
      of Certain Changes
	 	 	 
	 	 	Except as set forth
      in Schedule
      8.7, since the Audit Date, the I/SP Business has been conducted in
      all material respects in the Ordinary Course, and there has not been any
      change in the businesses, operations or financial conditions of the I/SP
      Business that has had an I/SP MAC.
	 	 	 
	 	8.8	I/SP
      Business Product Registrations
	 	 	 
	 	 	Except as set forth
      in Schedule
      8.8, at the Closing one of the I/SP Entities or their respective
      Subsidiaries have all I/SP Product Registrations, except for those I/SP
      Product Registrations that the failure to have would not, individually or
      in the aggregate, reasonably be expected to have an I/SP MAC.
	 	 	 
	 	8.9	
                            Title
      and Sufficiency of Assets

                          
	 	 	 
	 	 	Except
      as would not individually or in the aggregate reasonably be expected to
      have an I/SP MAC or except as set forth in Schedule
      8.9, at the Closing, the I/SP Entities and their Subsidiaries will
      have good and valid title to or a valid leasehold or license interest in
      or rights to use the assets owned, leased or licensed by the I/SP Entities
      immediately prior to the Closing, in each case as currently being used,
      free and clear of all Encumbrances other than Permitted Encumbrances.
      Except as set forth in Schedule
      8.9. the assets owned, leased or licensed by the I/SP Entities and
      their Subsidiaries immediately prior to the Closing, together with the
      services to be provided pursuant to the Transition Services Agreement and
      the Related Agreements, will constitute all of the assets and services
      Related to the I/SP Business and needed to reasonably conduct the I/SP
      Business in substantially in the same manner as conducted as of the date
      of this Agreement.
	 	 	 
	 	8.10	
                            Real
      Property

                          
	 	 	 
	 	 	Except
      as would not have, individually or in the aggregate, an I/SP MAC and
      except as set forth in Schedule
      8.10, the I/SP Entities or their Subsidiaries own and have (or,
      after giving effect to the transactions contemplated by this Agreement,
      will own and have immediately prior to the Closing) valid title to all of
      the owned real property primarily used in connection with the I/SP
      Business as conducted as of the date hereof and have valid leasehold
      interests in (or, after giving effect to the transactions contemplated by
      this Agreement, will immediately prior to the Closing have valid leasehold
      interests in) all of the leased properties primarily used in the I/SP
      Business, free and clear of all Encumbrances (except for Permitted
      Encumbrances and all other title exceptions, changes, defects, easements,
      restrictions, encumbrances and other matters, whether or not of record,
      which do not materially affect the continued use of the applicable
      property for the purposes for which such property is currently being used
      by the I/SP Entities or their Subsidiaries as of the date of this
      Agreement).
	 	 	 
	 	8.11	Intellectual
      Property
	 	 	 
	 	 	8.11.1	
                            Except
      as has not had and would not reasonably be expected to have, either
      individually or in the aggregate, an I/SP MAC and except as set forth in
      Schedule
      8.11.1, the I/SP Entities and their Subsidiaries own or otherwise
      have a right to use, all material Intellectual Property Rights used in
      connection with the I/SP Business.  Except as has not had and
      would not reasonably be expected to have, either individually or in the
      aggregate, an I/SP MAC and except as set forth in Schedule
      8.11.1, all registration and other fees due and payable as of the
      date hereof required to maintain the material Intellectual Property Rights
      of the I/SP Entities and their Subsidiaries have been
      paid.  Except as has not had and would not reasonably be
      expected to have, either individually or in the aggregate, an I/SP MAC and
      except as set forth in Schedule
      8.11.1, to the Knowledge of Sellers, all Intellectual Property
      Rights owned by, or licensed to, the I/SP Entities and their Subsidiaries
      is valid and enforceable and in full force and effect.

                          
	 	 	 	 
	 	 	8.11.2	Except
      as set forth in Schedule
      8.11.2, to the Knowledge of Sellers, the operation of the I/SP
      Business does not infringe any valid and enforceable Patents or Trademarks
      within the Intellectual Property Rights of third parties that would,
      individually or in the aggregate, reasonably be expected to have an I/SP
      MAC.  Except as set forth in Schedule
      8.11.2, to the Knowledge of Sellers, no Third Party is infringing
      or misappropriating any Intellectual Property Rights of the I/SP Entities
      that would, individually or in the aggregate, reasonably be expected to
      have an I/SP MAC.  No proceeding, that would, individually or in
      the aggregate, reasonably be expected to have an I/SP MAC, alleging
      misappropriation or infringement of the Intellectual Property Rights of
      any Person is pending or, to the Knowledge of Sellers, threatened against
      any of the I/SP Entities or any of their Subsidiaries, except as set forth
      in Schedule
      8.11.2.
	 	 	 	 
	 	8.12	
                            Material
      Contracts

                          
	 	 	 
	 	 	Except
      as set forth in Schedule
      8.12 or as filed with the SEC, as of the date hereof, neither the
      I/SP Entities nor any of their Subsidiaries are parties to or bound by (a)
      any Contract relating to or evidencing indebtedness in an amount in excess
      of $20 million, (b) any non-competition Contract or any other Contract
      containing terms that expressly limit or otherwise restrict the I/SP
      Entities or their Subsidiaries from engaging or competing with any Person
      in the animal health industry in any geographic area or from developing or
      commercializing in the animal health industry any compounds, any
      therapeutic area, class of drugs, products, devices or mechanism of
      action, in a manner that would reasonably be likely to be material to the
      I/SP Entities and their Subsidiaries taken as a whole, or (c) any
      customer, manufacturing, distribution, supply or similar agreement
      providing for the receipt or expenditure of more than $50 million on an
      annual basis (all contracts of the type described in this Section 8.12
      being referred to herein as “Material
      Contracts”).  Except as set forth in Schedule
      8.12, neither the I/SP Entities nor their Subsidiaries are in
      breach of or default under the terms of any Material Contract where such
      breach or default would have, individually or in the aggregate, an I/SP
      MAC.  Except as set forth in Schedule
      8.12, to the Knowledge of Sellers, no other party to any Material
      Contract is in breach of or default under the terms of any Material
      Contract where such breach or default would have, individually or in the
      aggregate, an I/SP MAC.  Except as would not have, individually
      or in the aggregate, an I/SP MAC and except as set forth in Schedule
      8.12, each Material Contract is a valid and binding obligation of
      the I/SP Entities or their Subsidiaries which are parties thereto and, to
      the Knowledge of Sellers, of each other party thereto, and is in full
      force and effect, except that (i) such enforcement may be subject to
      applicable bankruptcy, insolvency, reorganization, moratorium or other
      similar Laws, now or hereafter in effect, relating to creditors’ rights
      generally and (ii) equitable remedies of specific performance and
      injunctive and other forms of equitable relief may be subject to equitable
      defenses and to the discretion of the court before which any proceeding
      therefor may be brought.


                  

                  
                    
                      	 	 	 
	 	8.13	Compliance with Laws
	 	 	 
	 	 	Except
      as set forth in Schedule
      8.13, none of the I/SP Entities nor any of their Subsidiaries are,
      to the Knowledge of Sellers, in violation of any Law that is applicable to
      them or the conduct or operation of their businesses or the ownership or
      use of any of their assets, in each case, which violation or violations
      would have, individually or in the aggregate, an I/SP
  MAC.
	 	 	 
	 	
                              8.14

                            	Environmental Matters
	 	 	 
	 	 	
                              8.14.1

                            	
                              Except
      as set forth in Schedule
      8.14.1, each of the I/SP Entities and their Subsidiaries are in
      compliance with all applicable Environmental Laws, except for such
      noncompliance that would not, individually or in the aggregate, reasonably
      be expected to have an I/SP MAC.

                            
	 	 	 	 
	 	 	8.14.2	Except
      as set forth in Schedule
      8.14.2, to the Knowledge of Sellers, each of the I/SP
      Entities and their Subsidiaries have obtained all permits, licenses,
      authorizations, registrations and other governmental consents required by
      applicable Environmental Laws (collectively referred to as “Environmental Permits”)
      and are in compliance with the terms and conditions of such Environmental
      Permits, except for such failure to obtain or failure to comply that would
      not, individually or in the aggregate, reasonably be expected to have an
      I/SP MAC.
	 	 	 	 
	 	 	8.14.3	Except
      as set forth in Schedule
      8.14.3, none of the I/SP Entities nor any of their Subsidiaries
      have received written notice of any injunction, decree, order, judgment,
      investigation, lawsuit, claim, action, proceeding, citation, directive or
      summons (collectively referred to as “Proceedings”) alleging
      Liability under any Environmental Law or non-compliance with any
      Environmental Permit, except for such Proceedings that would not,
      individually or in the aggregate, reasonably be expected to have an I/SP
      MAC.
	 	 	 	 
	 	8.15	Litigation
	 	 	 
	 	 	Except as set forth
      in Schedule
      8.15, as of the date hereof, there is no Litigation pending or, to
      the Knowledge of Sellers, threatened, involving any of the I/SP Entities
      or any of their Subsidiaries or their respective properties or the I/SP
      Business, at Law or in equity or before or conducted by any Public
      Authority and (b) preliminary or permanent injunctions, temporary
      restraining orders or other court orders including injunctive relief
      against or restricting the use, sale, offer for sale or import of any
      product or operation of the I/SP Business anywhere in the world, in each
      case except as would not, individually or in the aggregate, reasonably be
      expected to have an I/SP MAC.
	 	 	 
	 	8.16	Labor
      Matters
	 	 	 
	 	 	8.16.1	Except as set forth in Schedule
      8.16.1, none of the I/SP Entities nor any of their Subsidiaries
      (i) are a party to any collective bargaining agreements or other
      agreements with any labor organization, works council or union or other
      employee organization (and no such agreement is currently being requested
      by, or is under discussion by management with, any employee or others) or
      (ii) are obligated by, or subject to, any order of the National Labor
      Relations Board or other labor or employment tribunal, agency, board or
      administration, or any unfair labor or employment practice decision, in
      each case, except as would not, individually or in the aggregate,
      reasonably be expected to have an I/SP MAC.
	 	 	 	 
	 	 	
                              8.16.2

                            	Except as set forth
      in Schedule
      8.16.2, none of the I/SP Entities nor any of their Subsidiaries is
      a party or subject to any pending or, to the Knowledge of Sellers,
      threatened employment, labor or civil rights dispute, controversy or
      grievance or any unfair labor or employment practice proceeding with
      respect to claims of, or obligations of, any employee, group of employees
      or individuals classified as non-employees or independent contractors
      except as would not, individually or in the aggregate, reasonably be
      expected to have an I/SP MAC.  Except as set forth in Schedule
      8.16.2, none of the I/SP Entities nor any of their Subsidiaries
      with respect to the I/SP Business have received any notice that any labor
      representation request is pending or is threatened with respect to any
      employees of any of the I/SP Entities or any of their Subsidiaries except
      as would not, individually or in the aggregate, reasonably be expected to
      have an I/SP MAC
	 	 	 	 
	 	 	8.16.3	
                              Except
      as set forth in Schedule
      8.16.3, each of the I/SP Entities and their Subsidiaries is in
      compliance in all respects with all applicable Laws respecting employment
      and employment practices, terms and conditions of employment and wages and
      hours except as would not, individually or in the aggregate, reasonably be
      expected to have an I/SP MAC.

                            
	 	 	 	 
	 	 	8.16.4	Except
      as set forth in Schedule
      8.16.4, the execution of this Agreement by the Parties and the
      consummation of the transactions contemplated hereby will not require the
      approval or consent of any labor organization, works council or union or
      other employee organization.


                    

                     

                    
                      	 	8.17	Employee
      Benefits
	 	 	 
	 	 	
                              8.17.1

                            	
                              Schedule 8.17.1 lists
      all I/SP Entities Plans and Sellers Plans.

                            
	 	 	 	 
	 	 	8.17.2	With
      respect to each I/SP Entities Plan, Sellers have provided to
      Sanofi-Aventis true and complete copies of, as applicable:
      (i) descriptions of the Plans in each of the jurisdictions in which
      the I/SP Entities and any of their Subsidiaries operate; (ii) all
      material plan documents related to the I/SP Entities Plans that are
      sponsored in the U.S., including but not limited to (as applicable), trust
      agreements, summary plan descriptions and each summary of material
      modification regarding the terms and provisions thereof, (iii) all
      material plan documents related to the I/SP Entities Plans that are
      sponsored outside the U.S. to the extent they can be located after good
      faith, reasonable efforts to do so by the Sellers, and (iv) an
      estimate of current levels of pension plan and other post-retirement
      benefits funding, together with the most recent actuarial report (or in
      the absence of such report, all information available, based on good
      faith, reasonable efforts to obtain, that explains the actuarial basis
      used in preparing such estimate).
	 	 	 	 
	 	 	8.17.3	Except
      as set forth in Schedule
      8.17.3, for the period of the statute of limitations applicable to
      employee benefit plans under ERISA, none of the I/SP Entities or their
      Subsidiaries, nor Sanofi-Aventis or its ERISA Affiliates, shall have any
      Liability to or with respect to any Sellers Plan, which is now or
      previously has been sponsored, maintained, contributed to, or required to
      be contributed to by Sellers or any I/SP Entity ERISA
      Affiliate.
	 	 	 	 
	 	 	8.17.4	Except
      as set forth in Schedule
      8.17.4, each I/SP Entities Plan (i) has been maintained,
      funded and administered in compliance in all material respects with all
      applicable Laws, orders, statutes, regulations and rules issued by a
      Public Authority and with any agreement entered into with a union or labor
      organization, and (ii) has been operated in compliance in all
      materials respects with its terms, including, but not limited to, timely
      payment of all premiums due or payable prior to the date hereof with
      respect to any insurance policy funding any I/SP Entities Plan. Except as
      set forth in Schedule
      8.17.4 and except as has not had and would not reasonably be
      expected to have, either individually or in the aggregate, an I/SP MAC, no
      action or failure to act and no transaction or holding of any asset by, or
      with respect to, any I/SP Entities Plan has or may subject any of the I/SP
      Entities or any of their Subsidiaries or any fiduciary to any tax, penalty
      or interest, whether by way of indemnity or otherwise under Chapter 43 of
      subtitle D of the Code or similar non-U.S. Laws.
	 	 	 	 
	 	 	8.17.5	Except
      as set forth in Schedule
      8.17.5, no current or former employees of any of the I/SP Entities
      or any of their Subsidiaries participate in any multiemployer plan, as
      defined in Section 3(37) of ERISA, or any I/SP Entities Plan that is
      subject to Title IV of ERISA.  Except as set forth in Schedule
      8.17.5, none of the I/SP Entities nor any of their Subsidiaries
      have incurred, or are reasonably likely to incur, any Liability in excess
      of $10 million under Title IV of ERISA that has not been satisfied in
      full. Except as set forth in Schedule
      8.17.5, none of the I/SP Entities, any of their respective ERISA
      Affiliates or any of their respective predecessors has ever during the
      past six years contributed to, contributes to, has ever during the past
      six (6) years been required to contribute to, or otherwise participated in
      or participates in or in any way, directly or indirectly, has any
      Liability with respect to any “multiemployer plan” (within the meaning of
      Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the
      Code).
	 	 	 	 
	 	 	
                              8.17.6

                            	Except
      as set forth in Schedule
      8.17.6, each I/SP Entities Plan that is required to be registered
      or approved by a non-US Public Authority has been registered with, or
      approved by, and has been maintained in all material respects in good
      standing with such Public Authority and except as has not had and would
      not reasonably be expected to have, either individually or in the
      aggregate, an I/SP MAC, if such I/SP Entities Plan is intended to be
      funded and/or book reserved it has been so funded and/or book reserved, as
      appropriate, based upon reasonable actuarial assumptions, where
      applicable.
	 	 	 	 
	 	 	8.17.7	Schedule
      8.17.7 sets forth, by jurisdiction, (i) each I/SP Entities
      Plan subject to a funding requirement that will be transferred (wholly or
      partially, contractually or mandatorily by law) to the Merial Group in
      connection with the transactions contemplated by this Agreement, and
      (ii) the rate at which contributions to such Plans are made and the
      basis on which they are calculated.
	 	 	 	 
	 	 	8.17.8	Except
      as set forth in Schedule
      8.17.8, as of the date hereof, there are no pending or, to the
      Knowledge of Sellers, threatened or anticipated material actions,
      proceedings or Litigation by or on behalf of any I/SP Entities Plan, any
      employee or beneficiary covered under any I/SP Entities Plan, any Public
      Authority involving any I/SP Entities Plan or the assets thereof, or
      otherwise involving any I/SP Entities Plan (other than routine claims for
      benefits). Except as set forth in Schedule
      8.17.8, no filings or notifications (either in advance or after the
      fact) are due to any Public Authority having supervision over the I/SP
      Plans in connection with the transactions contemplated by this
      Agreement
	 	 	 	 
	 	 	8.17.9	Except
      as has not and would not reasonably be expected to have, either
      individually or in the aggregate, an I/SP MAC and except as set forth in
      Schedule
      8.17.9, each I/SP Entities Plan can be amended, terminated, or
      otherwise discontinued without Liability to the Merial Group or its
      Affiliates.
	 	 	 	 
	 	8.18	Taxes	 
	 	 	 	 
	 	 	
                              Except as set forth on Schedule 8.18
      or except as has not had and would not reasonably be expected to
      have, either individually or in the aggregate, an I/SP MAC:

                            
	 	 	 	 
	 	 	
                              8.18.1

                            	All
      Tax Returns required to be filed by the I/SP Entities and their
      Subsidiaries have been duly and timely filed (taking into account
      applicable extensions). All Taxes owed and due by the I/SP Entities and
      their Subsidiaries have been paid (or caused to be paid). There are no
      Encumbrances for Taxes on any of the assets of the I/SP Entities and their
      Subsidiaries, that arose in connection with any failure (or alleged
      failure) to pay any Tax.
	 	 	 	 
	 	 	
                              8.18.2

                            	There
      is no material action, suit, proceeding, audit, investigation or claim
      pending or, to the Knowledge of Sellers, threatened in respect of any
      Taxes for which any of the I/SP Entities or any of their Subsidiaries is
      or may become liable, nor has any material deficiency or claim for any
      such Taxes been proposed, asserted or, to the Knowledge of Sellers,
      threatened.
	 	 	 	 
	 	 	
                              8.18.3

                            	
                              None
      of the I/SP Entities and none of the I/SP Entities’ Subsidiaries is
      subject to any tax sharing agreement pursuant to which they will have any
      obligation to make payments after the Closing Date.

                            
	 	 	 	 
	 	 	
                              8.18.4

                            	
                              None
      of the I/SP Entities and none of the I/SP Entities’ Subsidiaries has
      waived any statute of limitations in respect of Taxes or agreed to any
      extension of time with respect to a Tax assessment or
      deficiency.

                            
	 	 	 	 
	 	 	8.18.5	The
      I/SP Entities and their Subsidiaries have withheld and paid all Taxes
      required to have been withheld and paid in connection with amounts paid or
      owing by the I/SP Entities and their Subsidiaries to any employee,
      consultant, creditor, stockholder, or any other related or Third Party,
      and all Taxing Authority forms required with respect thereto to have been
      properly completed and filed.
	 	 	 	 
	 	8.19	No
      Brokers
	 	 	 
	 	 	
                              Except
      as set forth on Schedule
      8.19, none of the Seller, the I/SP Entities nor any of their
      Subsidiaries have employed or incurred any Liability to any broker, finder
      or agent for any brokerage fees, finder’s fees, commissions or other
      amounts with respect to this Agreement, the Related Agreements or the
      Contemplated Transactions for which Sanofi-Aventis, Merial or the I/SP
      Entities will be responsible.

                            
	 	 	 	 
	 	8.20	Disclaimer
	 	 	 
	 	 	Neither
      of the Sellers, any of the I/SP Entities nor any of their respective
      Affiliates, representatives or advisors have made, or shall be deemed to
      have made, to Sanofi-Aventis, Merial or any other Person any
      representations or warranty other than those expressly made by each of the
      Sellers in this Article 8.  Without limiting the generality of
      the foregoing, except to the extent set forth in this Article 8, no
      representation or warranty has been made or is being made herein to
      Sanofi-Aventis, Merial or any other Person (a) as to merchantability,
      suitability or fitness for a particular purpose, or quality, with respect
      to any tangible assets or as to the condition or workmanship thereof or
      the absence of any defects therein, whether latent or patent (or any other
      representation or warranty referred to in Section 2-312 of the Uniform
      Commercial Code of any applicable jurisdiction), (b) with respect to any
      projections, forecasts, business plans, estimates or budgets delivered to
      or made available to Sanofi-Aventis, Merial or any other Person, or (c)
      with respect to any other information or documents made available at any
      time to Sanofi-Aventis, Merial or any other Person with respect to the
      I/SP Entities and their Subsidiaries, the I/SP Business, the I/SP Shares
      or the Contemplated Transactions.  Nothing in this Agreement
      shall relieve any party from Liability for fraudulent
      misrepresentation.
	 	 	 	 
	9	
                              Representations
      and Warranties of Sanofi-Aventis

                            
	 	 
	 	Except
      as set forth in the Schedules (it being agreed that any matter disclosed
      in the Schedules with respect to any Section of this Agreement shall be
      deemed to have been disclosed with respect to any other Section to the
      extent the applicability thereto is reasonably apparent) and, other than
      with respect to Sections 9.3 and 9.6, except as disclosed in the
      Sanofi-Aventis Annual Report on Form 20-F for the year ended December 31,
      200[9] and in the Sanofi-Aventis Quarterly Report on Form 10-Q for the
      quarterly period ended [●] (other than disclosures in the “Risk Factors”
      or “Forward Looking Statements” sections of such reports or any other
      disclosures in such reports to the extent they are similarly predictive or
      forward-looking in nature) to the extent the relationship with the Merial
      Business is readily apparent, Sanofi-Aventis hereby represents and
      warrants (other than with respect to any facts, circumstances or events
      occurring or existing prior to the SPA Closing Date), as of the date of
      this Agreement and as of the Closing Date, as
    follows:
	 	 	 	 
	 	
                              9.1

                            	Organization
      and Power
	 	 	 
	 	 	Except
      as set forth in Schedule
      9.1, each of Sanofi-Aventis, Merial and the Subsidiaries of Merial
      is a corporation or other legal entity duly incorporated or organized,
      validly existing and in good standing (with respect to Sanofi-Aventis,
      Merial and the Subsidiaries incorporated or organized in jurisdictions
      that recognize the concept) under the Laws of its jurisdiction of
      incorporation or organization. Each of Sanofi-Aventis, Merial and the
      Subsidiaries of Merial has full corporate or other organizational power
      and authority to execute, deliver and perform this Agreement, the
      Transition Services Agreement and the Related Agreements to which it is a
      party and to consummate the Contemplated Transactions required to be
      performed by it.  Except as set forth in Schedule
      9.1, the Merial Group has power and authority, and possesses all
      governmental licenses and permits necessary to enable it to own or lease
      and to operate its properties and assets and carry on their respective
      businesses as conducted as of the date of this Agreement, in each case,
      except as would not, individually or in the aggregate, reasonably be
      expected to have a Merial MAC.
	 	 	 
	 	9.2	Authorization
      and Enforceability
	 	 	 
	 	 	Except
      as set forth in Schedule
      9.2, the execution and delivery by each of Sanofi-Aventis and its
      Affiliates of this Agreement, the Transition Services Agreement and the
      Related Agreements to which it is a party and the performance of the
      Contemplated Transactions that are required to be performed by
      Sanofi-Aventis or such Affiliates have been or will be duly authorized by
      Sanofi-Aventis or its Affiliates, as applicable, and no other corporate or
      other organizational proceedings on the part of Sanofi-Aventis or its
      Affiliates are or will be necessary to authorize the execution, delivery
      and performance of this Agreement, the Transition Services Agreement and
      the Related Agreements or the consummation of the Contemplated
      Transactions that are required to be performed by Sanofi-Aventis or its
      Affiliates, as applicable. This Agreement and the Transition Services
      Agreement have been duly executed and delivered by Sanofi-Aventis and each
      of the Related Agreements to which Sanofi-Aventis or any of its Affiliates
      is a party to be executed and delivered at the Closing by Sanofi-Aventis
      or its Affiliates, as applicable, will be, at the Closing, duly executed
      and delivered by such Person, and this Agreement constitutes, and as of
      the Closing, the Transition Services Agreement and the Related Agreements
      will constitute, a valid and legally binding agreement of Sanofi-Aventis
      or its Affiliates that will be a party thereto, as the case may be,
      enforceable against such Person in accordance with its terms, subject to
      bankruptcy, insolvency, reorganization and other Laws of general
      applicability relating to or affecting creditors’ rights and to general
      equitable principles.
	 	 	 
	 	9.3	
                              Capitalization
      of Merial and its Subsidiaries

                            
	 	 	 
	 	 	9.3.1	
                              Merial.  Sanofi-Aventis
      and/or its Subsidiaries and Affiliates are the record and beneficial owner
      of all of the Merial Shares as set forth in Schedule
      9.3.1.  Except as set forth in Schedule
      9.3.1, all of the Merial Shares newly issued since the SPA Closing
      Date are duly authorized, have been validly issued and are fully paid and
      non-assessable, and were issued in compliance with applicable securities
      Laws or exemptions therefrom.  Except as set forth in Schedule
      9.3.1, since the SPA Closing Date, there have not been issued any
      outstanding shares of capital stock or other Equity Securities of the
      Merial Group or any rights to subscribe for or purchase from the Merial
      Group any such shares of capital stock or other Equity
      Securities.  Except as set forth in Schedule
      9.3.1, no member of the Merial Group has any outstanding securities
      convertible into or exchangeable or exercisable for any shares of its
      capital stock or any rights to subscribe for or to purchase, or any
      agreements providing for the issuance (contingent or otherwise) of any
      shares of its capital stock.  Except as set forth in Schedule
      9.3.1, Sanofi-Aventis is not a party to any right of first refusal,
      right of first offer, proxy, voting agreement, voting trust, registration
      rights agreement or shareholders agreement with respect to the sale or
      voting of any shares of capital stock or other Equity Securities of the
      Merial Group.

                            
	 	 	 	 
	 	 	9.3.2	Subsidiaries.  Schedule
      9.3.2 sets forth a list, true and correct in all material respects,
      of all of the Subsidiaries of Merial, listing for each such Subsidiary its
      name, its jurisdiction of organization, its outstanding Equity Securities
      and the ownership of such Equity Securities.  Except as set
      forth in Schedule
      9.3.2, all the outstanding Equity Securities of each of the
      Subsidiaries of Merial are validly issued, fully paid and nonassessable
      and, except as set forth in Schedule
      9.3.2, as of the Closing are owned, directly or indirectly by
      Merial free and clear of any Encumbrances, other than Permitted
      Encumbrances. Except as set forth in Schedule
      9.3.2, there are no outstanding Equity Securities of any of the
      Subsidiaries of Merial or any rights to subscribe for or to purchase from
      Merial or any of its Subsidiaries any Equity Securities of the Merial
      Group.  Except as set forth in Schedule
      9.3.2, none of Merial or any of its Subsidiaries is a party to any
      right of first refusal, right of first offer, proxy, voting agreement,
      voting trust, registration rights agreement or shareholders agreement with
      respect to the sale or voting of any Equity Securities of the Merial
      Group. Except as set forth in Schedule
      9.3.2, each member of the Merial Groups is a corporation or other
      entity duly incorporated or organized, validly existing and in good
      standing (with respect to Subsidiaries incorporated or organized in
      jurisdictions that recognize the concept) under the Laws of its
      jurisdiction of incorporation or organization and has all corporate power
      and authority, and possesses all governmental licenses and permits
      necessary to enable it to own or lease and to operate its properties and
      assets and carry on their respective businesses as conducted as of the
      date of this Agreement, except as would not, individually or in the
      aggregate, reasonably be expected to have a Merial
MAC.
	 	 	 	 
	 	9.4	No
      Violation
	 	 	 
	 	 	Except
      as set forth in Schedule
      9.4, the execution, delivery and performance by Sanofi-Aventis and
      Merial of this Agreement and the Transition Services Agreement and by each
      of Sanofi-Aventis and its Affiliates of the Related Agreements to which it
      will be a party, the consummation of the Contemplated Transactions that
      are required to be performed by Sanofi-Aventis or any of its Affiliates
      and compliance with the terms of this Agreement, the Transition Services
      Agreement and such Related Agreements to which Sanofi-Aventis or any of
      its Affiliates is a party will not (a) conflict with or violate any
      provision of the certificate of incorporation, bylaws or other similar
      organizational documents of Sanofi-Aventis or such Affiliate, as
      applicable (b) assuming that all consents, approvals and authorizations
      contemplated by Section 9.5 have been obtained and all filings described
      therein have been made, conflict with or violate in any material respect
      any Law applicable to the Sanofi-Aventis or such Affiliates or the Merial
      Group or by which its or any of their respective properties are bound, or
      (c) conflict with or violate any provisions of, or require any Third Party
      consents under, or give rise to a right or claim of termination,
      amendment, modification, vesting, acceleration or cancellation of any
      right or obligation or loss of any material benefit of any of the Merial
      Business or the Merial Group, except as would not, individually or in the
      aggregate, reasonably be expected to have a Merial
MAC.
	 	 	 
	 	9.5	Public
      Authorizations and Consents
	 	 	 
	 	 	
                              No
      Public Authority Consents are required to be obtained or made by any of
      Sanofi-Aventis or its Affiliates in connection with the execution,
      delivery and performance of this Agreement, the Transition Services
      Agreement and the Related Agreements to which Sanofi-Aventis or any of its
      Affiliates is a party, or the consummation of the Contemplated
      Transactions required to be performed by Sanofi-Aventis or any of its
      Affiliates hereunder, other than (a) the applicable requirements of the
      ECMR and other applicable Antitrust Laws, (b) the approval of the
      Contemplated Transactions pursuant to the HSR Act, (c) those Public
      Authority Consents listed in Schedule
      9.5, and (d) as would not, individually or in the aggregate,
      reasonably be expected to have a Merial MAC.

                            
	 	 	 
	 	9.6	Financial
      Information
	 	 	 
	 	 	9.6.1	Schedule
      9.6.1 sets forth the following financial statements (the “Merial Financial
      Statements”):  the unaudited consolidated balance sheet of the
      Merial Group as of [●], 20[●], and the related unaudited statements of
      operations and cash flows, respectively, for the [●]-month period ended on
      such date (the “Merial
      Unaudited Financial Statements”)7.  Except
      as set forth in Schedule
      9.6.1, the Merial Financial Statements have been prepared in
      accordance with GAAP applied on a basis consistent with prior periods and
      fairly presents in all material respects the consolidated financial
      condition of the Merial Group as of their respective date and the
      consolidated results of operations and shareholders’ equity, or cash
      flows, as the case may be, of the Merial Group for the period covered
      thereby, subject, in the case of the Merial Unaudited Financial
      Statements, to the absence of footnote disclosure and to normal, recurring
      end-of-period adjustments.


                      
                        _____________________________________

                        
                          7           To
be the most recent calendar quarter.

                        

                         

                      

                      
                        	 	 	 	 
	 	 	9.6.2	The
      Merial Group does not have any Liabilities incurred after the SPA Closing
      Date for events, circumstances or facts having a cause or origin after the
      SPA Closing Date, except for Liabilities (i) reflected or reserved
      against in the balance sheet that is part of the Merial Unaudted Financial
      Statements, (ii) incurred in the Ordinary Course since the last day
      of the calendar quarter immediately preceding date of this Agreement,
      (iii) set forth in Schedule 9.6.2,
      or (iv) that have not had and would not reasonably be expected to
      have, either individually or in the aggregate, a Merial
    MAC.
	 	 	 	 
	 	9.7	
                                Absence
      of Certain Changes

                              
	 	 	 
	 	 	Except
      as set forth in Schedule
      9.7, since the SPA Closing Date, the Merial Business has been
      conducted in all material respects in the Ordinary Course, and there has
      not been any change in the businesses, operations or financial conditions
      of the Merial Business that has had a Merial MAC.
	 	 	 
	 	9.8	Product
      Registrations
	 	 	 
	 	 	Except
      as set forth in Schedule
      9.8, since the SPA Closing Date, the Merial Group has had all
      Merial Product Registrations, except for those Merial Product
      Registrations that the failure to have would not, individually or in the
      aggregate, reasonably be expected to have a Merial MAC.
	 	 	 
	 	9.9	
                                Title
      and Sufficiency of Assets

                              
	 	 	 
	 	 	Since
      the SPA Closing Date and in each case, except with respect to any
      Pre-Existing Condition and except as would not individually or in the
      aggregate reasonably be expected to have a Merial MAC, the Merial Group
      has good and valid title to or a valid leasehold or license interest in or
      rights to use the assets owned, leased or licensed by the Merial Group
      immediately prior to the Closing, in each case as currently being used,
      free and clear of all Encumbrances other than Permitted
      Encumbrances.  The assets owned, leased or licensed by the
      Merial Group, since the SPA Closing Date and in each case, except with
      respect to any Pre-Existing Condition, immediately prior to the Closing
      will constitute the assets reasonably required to conduct the Merial
      Business substantially in the same manner as conducted as of the date of
      this Agreement.
	 	 	 
	 	9.10	Real
      Property
	 	 	 
	 	 	
                                Since
      the SPA Closing Date and in each case, except with respect to any
      Pre-Existing Condition and except as would not have, individually or in
      the aggregate, a Merial MAC, and except as set forth in Schedule
      9.10, the Merial Group owns and has (or, after giving effect to the
      transactions contemplated by this Agreement, will immediately prior to the
      Closing will own and have immediately prior to the Closing) valid title to
      all of the owned real property primarily used in connection with the
      Merial Business as conducted as of the date hereof and has valid leasehold
      interests in (or, after giving effect to the transactions contemplated by
      this Agreement, will immediately prior to the Closing have valid leasehold
      interests in) all of the leased properties primarily used in the Merial
      Business, free and clear of all Encumbrances (except for Permitted
      Encumbrances and all other title exceptions, changes, defects, easements,
      restrictions, encumbrances and other matters, whether or not of record,
      which do not materially affect the continued use of the applicable
      property for the purposes for which such property is currently being used
      by the Merial Group as of the date of this Agreement).

                              
	 	 	 
	 	9.11	
                                Intellectual
      Property

                              
	 	 	 
	 	 	9.11.1	Except
      as has not had and would not reasonably be expected to have, either
      individually or in the aggregate, a Merial MAC and other than with respect
      to any Pre-Existing Condition, and except as set forth in Schedule 9.11.1, since the SPA Closing
      Date the Merial Group has owned or otherwise had a right to use all
      material Intellectual Property Rights used in connection with the Merial
      Business. Except as has not had and would not reasonably be expected to
      have, either individually or in the aggregate, a Merial MAC and other than
      with respect to any Pre-Existing Condition, and except as set forth in
      Schedule
      9.11.1, since the SPA Closing Date all registration and other fees
      due and payable as of the date hereof required to maintain the material
      Intellectual Property Rights of Merial have been paid. Except as has not
      had and would not reasonably be expected to have, either individually or
      in the aggregate, a Merial MAC and other than with respect to any
      Pre-Existing Condition, and except as set forth in Schedule
      9.11.1, since the SPA Closing Date to the Knowledge of
      Sanofi-Aventis, all Intellectual Property Rights owned by, or licensed to,
      the Merial Group is valid and enforceable and in full force and
      effect.
	 	 	 	 
	 	 	9.11.2	Except
      as set forth in Schedule
      9.11.2, to the Knowledge of Sanofi-Aventis and other than with
      respect to any Pre-Existing Condition, since the SPA Closing Date the
      operation of the Merial Business does not infringe any valid and
      enforceable Patents or Trademarks within the Intellectual Property Rights
      of third parties that would, individually or in the aggregate, reasonably
      be expected to have a Merial MAC.  Except as set forth in Schedule
      9.11.2, to the Knowledge of Sanofi-Aventis and other than with
      respect to any Pre-Existing Condition, no Third Party is infringing or
      misappropriating any Intellectual Property Rights of Merial that would,
      individually or in the aggregate, reasonably be expected to have a Merial
      MAC.  No proceeding, that would, individually or in the
      aggregate, reasonably be expected to have a Merial MAC, alleging
      misappropriation or infringement of the Intellectual Property Rights of
      any Person is pending or, to the Knowledge of Sanofi-Aventis, threatened
      against the Merial Group, except as set forth in Schedule
      9.11.2.
	 	 	 	 
	 	9.12	Material
      Contracts
	 	 	 
	 	 	Except
      as set forth in Schedule
      9.12, as of the date hereof, since the SPA Closing Date the Merial
      Group has not become bound by any Material Contracts.  Since the
      SPA Closing Date, the Merial Group is not in breach of or default under
      the terms of any Material Contract where such breach or default would
      have, individually or in the aggregate, a Merial MAC.  Except as
      set forth in Schedule
      9.12, to the Knowledge of Sanofi-Aventis, since the SPA Closing
      Date no other party to any Material Contract is in breach of or default
      under the terms of any Material Contract where such breach or default
      would have, individually or in the aggregate, a Merial MAC. Except as
      would not have, individually or in the aggregate, a Merial MAC and except
      as set forth in Schedule
      9.12, each Material Contract is a valid and binding obligation of
      the Merial Group, its Subsidiaries which are parties thereto and, to the
      Knowledge of Sanofi-Aventis, of each other party thereto, and is in full
      force and effect, except that (i) such enforcement may be subject to
      applicable bankruptcy, insolvency, reorganization, moratorium or other
      similar Laws, now or hereafter in effect, relating to creditors’ rights
      generally and (ii) equitable remedies of specific performance and
      injunctive and other forms of equitable relief may be subject to equitable
      defenses and to the discretion of the court before which any proceeding
      therefor may be brought.
	 	 	 
	 	
                                9.13

                              	Compliance
      with Laws
	 	 	 
	 	 	Except
      as set forth in Schedule
      9.13, since the SPA Closing Date and other than with respect to any
      Pre-Existing Condition, the Merial Group is not, to the Knowledge of
      Sanofi-Aventis, in violation of any Law that is applicable to it or the
      conduct or operation of its businesses or the ownership or use of any of
      their assets and to the Knowledge of Sanofi-Aventis, since the SPA Closing
      Date and other than with respect to any Pre-Existing Condition the Merial
      Group is not in violation of any Law that is applicable to the conduct or
      operation of the Merial Business as conducted as of the date of this
      Agreement, which violation or violations would have, individually or in
      the aggregate, a Merial MAC.
	 	 	 
	 	9.14	Environmental
      Matters
	 	 	 
	 	 	9.14.1	Except
      as set forth in Schedule
      9.14.1, since the SPA Closing Date, the Merial Group with respect
      to the Merial Business is in compliance with all applicable Environmental
      Laws, except for such noncompliance that would not, individually or in the
      aggregate, reasonably be expected to have a Merial MAC and other than with
      respect to any Pre-Existing Condition.
	 	 	 	 
	 	 	9.14.2	Except
      as set forth in Schedule
      9.14.2, to the Knowledge of Sanofi-Aventis, since the SPA Closing
      Date, the Merial Group with respect to the Merial Business has obtained
      all Environmental Permits and is in compliance with the terms and
      conditions of such Environmental Permits, except for such failure to
      obtain or failure to comply that would not, individually or in the
      aggregate, reasonably be expected to have a Merial MAC and other than with
      respect to any Pre-Existing Condition.
	 	 	 	 
	 	 	9.14.3	Except
      as set forth in Schedule
      9.14.3, since the SPA Closing Date, the Merial Group has not with
      respect to the Merial Business received written notice of any Proceedings
      alleging Liability under any Environmental Law or non-compliance with any
      Environmental Permit, except for such Proceedings that would not,
      individually or in the aggregate, reasonably be expected to have a Merial
      MAC and other than with respect to any Pre-Existing
      Condition.
	 	 	 	 
	 	9.15	Litigation
	 	 	 
	 	 	Except
      as set forth in Schedule
      9.15, as of the date hereof, there are no (a) Litigations pending
      or, to the Knowledge of Sanofi-Aventis, threatened, involving the Merial
      Group or its respective properties or the Merial Business, at Law or in
      equity or before or conducted by any Public Authority, in each case that
      has arisen since the SPA Closing Date and (b) preliminary or permanent
      injunctions, temporary restraining orders or other court orders including
      injunctive relief against or restricting the use, sale, offer for sale or
      import of any product or operation of the Merial Business anywhere in the
      world, in each case that have arisen since the SPA Closing Date and except
      as would not, individually or in the aggregate, reasonably be expected to
      have a Merial MAC.
	 	 	 
	 	
                                9.16

                              	Labor
      Matters
	 	 	 
	 	 	9.16.1	Except
      as set forth in Schedule
      9.16.1, since the SPA Closing Date, the Merial Group has not become
      (i) a party to any collective bargaining agreements or other
      agreements with any labor organization, works council or union or other
      employee organization (and no such agreement is currently being requested
      by, or is under discussion by management with, any employee or others) or
      (ii) are obligated by, or subject to, any order of the National Labor
      Relations Board or other labor or employment tribunal, agency, board or
      administration, or any unfair labor or employment practice decision, in
      each case, except as would not, individually or in the aggregate,
      reasonably be expected to have a Merial MAC.
	 	 	 	 
	 	 	9.16.2	Except
      as set forth in Schedule
      9.16.2, since the SPA Closing Date, the Merial Group has not become
      a party or subject to any pending or, to the Knowledge of Sanofi-Aventis,
      threatened employment, labor or civil rights dispute, controversy or
      grievance or any unfair labor or employment practice proceeding with
      respect to claims of, or obligations of, any employee, group of employees
      or individuals classified as non-employees or independent contractors
      except as would not, individually or in the aggregate, reasonably be
      expected to have a Merial MAC.  Except as set forth in Schedule
      9.16.2, since the SPA Closing Date, the Merial Group has not
      received any notice that any labor representation request is pending or is
      threatened with respect to any employees of the Merial Group except as
      would not, individually or in the aggregate, reasonably be expected to
      have a Merial MAC.
	 	 	 	 
	 	 	9.16.3	Except
      as set forth in Schedule
      9.16.3, since the SPA Closing Date, the Merial Group is in
      compliance in all respects with all applicable Laws respecting employment
      and employment practices, terms and conditions of employment and wages and
      hours except as would not, individually or in the aggregate, reasonably be
      expected to have a Merial MAC.
	 	 	 	 
	 	 	9.16.4	Except
      as set forth in Schedule
      9.16.4 and to the extent it is not a Pre-Existing Condition, the
      execution of this Agreement by the Parties and the consummation of the
      transactions contemplated hereby will not require the approval or consent
      of any labor organization, works council or union or other employee
      organization.
	 	 	 	 
	 	
                                9.17

                              	Employee
      Benefits
	 	 	 
	 	 	9.17.1	
                                Schedule
      9.17.1 lists all Merial Plans and Sanofi-Aventis Plans that have
      been established or materially modified after the SPA Closing
      Date.

                              
	 	 	 	 
	 	 	9.17.2	With
      respect to each Merial Plan listed in Schedule
      9.17.1, Sanofi-Aventis has provided to Sellers true and complete
      copies of, as applicable: (i) descriptions of the Plans in each of
      the jurisdictions in which the Merial Group operates; (ii) all
      material plan documents related to the Merial Plans that are sponsored in
      the U.S., including but not limited to (as applicable), trust agreements,
      summary plan descriptions and each summary of material modification
      regarding the terms and provisions thereof, (iii) all material plan
      documents related to the Merial Plans that are sponsored outside the U.S.
      to the extent they can be located after good faith, reasonable efforts to
      do so by Sanofi-Aventis, and (iv) an estimate of current levels of
      pension plan and other post-retirement benefits funding, together with the
      most recent actuarial report (or in the absence of such report, all
      information available based on good faith, reasonable efforts to obtain,
      that explains the actuarial basis used in preparing such
      estimate).
	 	 	 	 
	 	 	9.17.3	Except
      as set forth in Schedule
      9.17.3 and other than with respect to any Pre-Existing Condition,
      for the period of the statute of limitations applicable to employee
      benefit plans under ERISA, none of the  Merial Group, nor the
      Sellers or their ERISA Affiliates shall have any Liability to or with
      respect to any Sanofi-Aventis Plan, which is now or previously has been
      sponsored, maintained, contributed to, or required to be contributed to by
      Sanofi-Aventis or any Sanofi-Aventis ERISA Affiliate (other than the
      Merial Group).
	 	 	 	 
	 	 	9.17.4	Except
      as set forth in Schedule
      9.17.4, since the SPA Closing Date and other than with respect to
      any Pre-Existing Condition, each Merial Plan (i) has been maintained,
      funded and administered in compliance in all material respects with all
      applicable Laws, orders, statutes, regulations and rules issued by a
      Public Authority and with any agreement entered into with a union or labor
      organization, and (ii) has been operated in compliance in all
      materials respects with its terms, including, but not limited to, timely
      payment of all premiums due or payable prior to the date hereof with
      respect to any insurance policy funding any Merial Plan. Except as set
      forth in Schedule
      9.17.4, since the SPA Closing Date  and except as has not
      had and would not reasonably be expected to have, either individually or
      in the aggregate, a Merial MAC and other than with respect to any
      Pre-Existing Condition, no action or failure to act and no transaction or
      holding of any asset by, or with respect to, any Merial Plan has or may
      subject the Merial Group or any fiduciary to any tax, penalty or interest,
      whether by way of indemnity or other Liability or otherwise under Chapter
      43 of Subtitle D of the Code or similar non-U.S. Laws.
	 	 	 	 
	 	 	
                                9.17.5

                              	Except
      as set forth in Schedule
      9.17.5, since the SPA Closing Date, no current or former employees
      of the Merial Group participate in any multiemployer plan, as defined in
      Section 3(37) of ERISA or any Merial Plan that is subject to Title IV of
      ERISA. Except as set forth in Schedule
      9.17.5, since the SPA Closing Date, the Merial Group has not
      incurred nor is reasonably likely to incur any Liability in excess of $10
      million under Title IV of ERISA that has not been satisfied in
      full.  Except as set forth in Schedule
      9.17.5, since the SPA Closing Date, none of the Merial Group or any
      of its respective ERISA Affiliates or any of their respective predecessors
      contributed to, contributes to, or been required to contribute to, or
      otherwise participated in or participates in or in any way, directly or
      indirectly, has any Liability with respect to any “multiemployer plan”
      (within the meaning of Section 3(37) or 4001(a)(3) of ERISA or Section
      414(f) of the Code).
	 	 	 	 
	 	 	9.17.6	Except
      as set forth in Schedule
      9.17.6, since the SPA Closing Date, each Merial Plan that is
      required to be registered or approved by a non-U.S. Public Authority has
      been registered with, or approved by, and has been maintained in all
      material respects in good standing with such Public Authority and except
      as has not had and would not reasonably be expected to have, either
      individually or in the aggregate, a Merial MAC, if such Merial Plan is
      intended to be funded and/or book reserved it has been so funded since the
      SPA Closing Date and/or book reserved, as appropriate, based upon
      reasonable actuarial assumptions, where applicable.
	 	 	 	 
	 	 	9.17.7	Except
      as set forth in Schedule
      9.17.7, since the SPA Closing Date, there have not arisen any new
      or, to the Knowledge of Sanofi-Aventis, threatened or anticipated material
      actions, proceedings or Litigation by or on behalf of any Merial Plan, any
      employee or beneficiary covered under any Merial Plan, any Public
      Authority involving any Merial Plan or the assets thereof, or otherwise
      involving any Merial Plan (other than routine claims for
      benefits).  Except as set forth in Schedule
      9.17.7, no filings or notifications (either in advance or after the
      fact) are due to any Public Authority having supervision over the Merial
      Plans in connection with the transactions contemplated by this
      Agreement.
	 	 	 	 
	 	 	9.17.8	Except
      as has not and would not reasonably be expected to have, either
      individually or in the aggregate, a Merial MAC, and except as set forth in
      Schedule
      9.17.8, each Merial Plan can be amended, terminated, or otherwise
      discontinued without Liability to the Merial Group or its
      Affiliates.
	 	 	 	 
	 	
                                9.18

                              	Taxes
	 	 	 
	 	 	
                                Except
      as set forth on Schedule
      9.18 or except as has not had and would not reasonably be expected
      to have, either individually or in the aggregate, a Merial
      MAC:

                              
	 	 	 	 
	 	 	
                                9.18.1

                              	
                                Since
      the SPA Closing Date, all Tax Returns required to be filed by the Merial
      Group have been duly and timely filed (taking into account applicable
      extensions). Since the SPA Closing Date, all Taxes owed and due by the
      Merial Group have been paid (or caused to be paid). Since the SPA Closing
      Date, there are no Encumbrances for Taxes on any of the assets of the
      Merial Group that arose in connection with any failure (or alleged
      failure) to pay any Tax.

                              
	 	 	 	 
	 	 	9.18.2	
                                Since
      the SPA Closing Date, no material action, suit, proceeding, audit,
      investigation or claim has become pending or, to the Knowledge of
      Sanofi-Aventis, threatened in respect of any Taxes for which the Merial
      Group is or may become liable, nor has any material deficiency or claim
      for any such Taxes been proposed, asserted or, to the Knowledge of
      Sanofi-Aventis, threatened.

                              
	 	 	 	 
	 	 	9.18.3	Since
      the SPA Closing Date, the Merial Group has not become subject to any tax
      sharing agreement pursuant to which they will have any obligation to make
      payments after the Closing Date.
	 	 	 	 
	 	 	 	 
	 	 	9.18.4	Since
      the SPA Closing Date, the Merial Group has not waived any statute of
      limitations in respect of Taxes or agreed to any extension of time with
      respect to a Tax assessment or deficiency.
	 	 	 	 
	 	 	 	 
	 	 	
                                9.18.5

                              	Since
      the SPA Closing Date, the Merial Group has withheld and paid all Taxes
      required to have been withheld and paid in connection with amounts paid or
      owing by the Merial Group to any employee, consultant, creditor,
      stockholder, or any other related or Third Party, and all Taxing Authority
      forms required with respect thereto to have been properly completed and
      filed.
	 	 	 	 
	 	9.19	No
      Brokers
	 	 	 
	 	 	
                                Except
      as set forth on Schedule
      9.19, none of Sanofi-Aventis or its Subsidiaries has employed or
      incurred any Liability to any broker, finder or agent for any brokerage
      fees, finder’s fees, commissions or other amounts with respect to this
      Agreement, the Related Agreements or the Contemplated Transactions, for
      which the Sellers, Merial or the I/SP Entities will be
      responsible.

                              
	 	 	 
	 	9.20	
                                Disclaimer

                              
	 	 	 
	 	 	Neither
      Sanofi-Aventis, the Merial Group, nor any of their respective Affiliates,
      representatives or advisors have made, or shall be deemed to have made, to
      Sellers or any other Person any representations or warranty other than
      those expressly made by Sanofi-Aventis in this Article 9. Without limiting
      the generality of the foregoing, except to the extent set forth in this
      Article 9, no representation or warranty has been made or is being made
      herein to Sellers or any other Person (a) as to merchantability,
      suitability or fitness for a particular purpose, or quality, with respect
      to any tangible assets or as to the condition or workmanship thereof or
      the absence of any defects therein, whether latent or patent (or any other
      representation or warranty referred to in Section 2-312 of the Uniform
      Commercial Code of any applicable jurisdiction), (b) with respect to any
      projections, forecasts, business plans, estimates or budgets delivered to
      or made available to Sellers or any other Person, or (c) with respect to
      any other information or documents made available at any time to Sellers
      or any other Person with respect to the Merial Group, the Merial Business
      or the Contemplated Transactions.  Nothing in this Agreement
      shall relieve any party from Liability for fraudulent
      misrepresentation
	 	 	 
	10	Covenants
	 	 	 
	 	
                                10.1

                              	Public
      Authority Approval
	 	 	 
	 	 	10.1.1	
                                Approvals
      – Generally

                              
	 	 	 	 
	 	 	 	Sellers
      and Sanofi-Aventis shall use commercially reasonable efforts to promptly
      obtain or make all permits, consents and approvals of, registrations with
      and notices to all Public Authorities that may be or become necessary for
      its execution and delivery of, and the performance of its obligations
      under, this Agreement, and the Related Agreements, and will use
      commercially reasonable efforts to cooperate fully with each other in
      promptly seeking to obtain or make all such permits, consents, approvals,
      registrations, and notices.
	 	 	 	 
	 	 	10.1.2	In
      furtherance and not in limitation of the foregoing, each Party shall use
      its commercially reasonable efforts to take any and all steps necessary to
      avoid or eliminate impediments or objections, if any, that may be asserted
      with respect to the transactions contemplated by this Agreement under any
      Competition Laws so as to enable the Parties hereto to close the
      transactions as promptly as practicable, including (i) proposing,
      negotiating, committing to and effecting, by consent decree, hold separate
      orders or otherwise, the sale, divesture or disposition of any assets,
      properties or businesses of Merial and its Subsidiaries or the I/SP
      Business and (ii) otherwise taking or committing to take actions that
      after the Closing Date would limit Sanofi-Aventis’, Schering-Plough’s or
      Merck’s freedom of action with respect to, or their ability to retain, one
      or more of the businesses, product lines or assets of Merial or its
      Subsidiaries or of the I/SP Business, in each case as may be required in
      order to avoid the entry of, or to effect the dissolution of, any
      injunction, temporary restraining order, or other order in any suit or
      proceeding, which would otherwise have the effect of preventing or
      materially delaying the Closing (a “Regulatory
      Divestiture”); provided, however, that nothing in this Section
      10.1.2 or this Agreement shall require the Parties to effect a Regulatory
      Divestiture of assets or businesses of Merial, its Subsidiaries and/or of
      the I/SP Business that in the aggregate, generated more than 20% of the
      combined sales of Merial and its Subsidiaries and the I/SP Business during
      the 12 calendar months prior to the Valuation Date (the “Threshold”).  To
      the extent applicable, each of the Parties shall use its commercially
      reasonable efforts to in good faith identify and mutually agree upon which
      assets or businesses of Merial and its Subsidiaries, and the I/SP Business
      would be most economically advantageous to be subject to Regulatory
      Divestiture in light of the transactions contemplated by this
      Agreement.
	 	 	 	 
	 	10.2	Third
      Party Consents
	 	 	 
	 	 	10.2.1	
                                Sellers’
      Agreements

                              
	 	 	 	 
	 	 	 	
                                Sellers
      shall as from the date hereof approach, together and in cooperation with
      Merial, the Third Parties that are parties to the licenses and the
      agreements Related to the I/SP Business, and use its commercially
      reasonable efforts (without any obligation to pay money above a de minimis
      amount or agree to any material contractual concessions) to procure that
      (i) Merial enter into licenses with the respective Third Parties to
      replace any of such licenses that are not transferred with the I/SP Group,
      on terms and conditions no less favorable as a whole than those applicable
      to the I/SP Group as of the date of this Agreement, and (ii) the
      Third Parties waive any termination or renegotiation right they may have
      in the event of a change of control of the I/SP Group pursuant to those
      agreements, without any adverse change of the terms and conditions of such
      agreements, in each case at the I/SP Group’s cost.

                              
	 	 	 	 
	 	 	 	To
      the extent that any such Contract cannot be transferred or the full
      benefits of use of any such Contract or any related asset cannot be
      provided to Sanofi-Aventis following the Closing, then Sanofi-Aventis and
      Seller shall enter into such arrangements (including subleasing,
      sublicensing, supplying or subcontracting) to provide to the parties
      hereto the economic (taking into account Tax costs and benefits) and
      operational equivalent, to the extent permitted, of obtaining such
      authorization, approval, consent or waiver and the performance by the
      Merial Group and the I/SP Group of the obligations
thereunder.
	 	 	 	 
	 	 	10.2.2	
                                Restrictive
      Agreements

                              
	 	 	 	 
	 	 	 	Sellers
      shall or shall cause their Affiliates to use commercially reasonable
      efforts (without any obligation to pay money above a de minimis amount or
      agree to any material contractual concessions) to procure that, on or
      prior to the Closing Date or, if not practicable, as soon as possible
      thereafter, each of the Restrictive Agreements, shall be either
      (i) terminated, or (ii) amended so as to permit Merial to
      manufacture, sell or distribute all of the Merial Business Products and
      the I/SP Business Products as contemplated by this Agreement without being
      in breach of any such Restrictive Agreement.
	 	 	 	 
	 	
                                10.3

                              	Related
      Agreements
	 	 	 
	 	 	To
      the extent the Transition Services Agreement or any Related Agreement
      contemplates any actions or discussions by the Sellers Animal Health
      Executive and/or Buyer Animal Health Executive (or similar officers or
      representatives), Sellers and Sanofi-Aventis each agree to cause such
      individuals to take such actions or engage in such discussions
      consistently with the terms of such Related Agreement (whether or not
      Sellers or Sanofi-Aventis, as the case may be, or any of their respective
      Subsidiaries, is a party to such Related Agreement).
	 	 	 
	 	10.4	Conduct
      of the I/SP Entities
	 	 	 
	 	 	10.4.1	
                                Except
      (i) to the extent required by applicable Law or the regulations or
      requirements of any stock exchange or regulatory organization applicable
      to Sellers, Sellers’ Subsidiaries and the I/SP Entities and their
      Subsidiaries, (ii) as otherwise permitted or contemplated by this
      Agreement or the Related Agreements, (iii) as set forth in Schedule
      10.4, or (iv) as consented to in writing by
      Sanofi-Aventis (which consent shall not be unreasonably withheld,
      conditioned or delayed), during the period from the date hereof until the
      earlier of (A) the Closing Date or (B) the termination of this Agreement
      in accordance with Article 14 hereof, Sellers shall, and shall cause each
      of their Subsidiaries (including the I/SP Entities and their Subsidiaries)
      to, conduct the businesses and operations of the I/SP Business in all
      material respects in the Ordinary Course, and to the extent consistent
      therewith, Sellers shall, and shall cause each of their Subsidiaries
      (including the I/SP Entities and their Subsidiaries) to, use their
      respective reasonable efforts to (1) preserve the I/SP Entities’ and their
      respective Subsidiaries’ existing assets and properties, (2) preserve the
      I/SP Business’ business organization intact and maintain the I/SP
      Business’ existing relations and goodwill with customers, suppliers,
      distributors, creditors and lessors, and (3) comply in all material
      respects with Laws applicable to the I/SP Business.

                              
	 	 	 	 
	 	 	10.4.2	Without
      limiting the generality of the foregoing, except (w) to the extent
      required by applicable Law or the regulations or requirements of any stock
      exchange or regulatory organization applicable to Sellers, Sellers’
      Subsidiaries and the I/SP Entities, (x) as otherwise permitted or
      contemplated by this Agreement or the Related Agreements, (y) as set forth
      in Schedule
      10.4, or (z) as consented to in writing by Sanofi-Aventis (which
      consent shall not be unreasonably withheld, conditioned or delayed),
      during the period from the date hereof to the Closing Date, Sellers shall
      cause each of the I/SP Entities and their Subsidiaries not
      to:


                         

                        
                          
                            	 	 	(i)	
                                    modify
      or amend in any material respect any of the organizational documents of
      any of the I/SP Entities or their Subsidiaries;

                                  
	 	 	 	 
	 	 	(ii)	issue,
      sell or otherwise transfer any Equity Securities of any of the I/SP
      Entities or any of their Subsidiaries (other than issuances, sales or
      other transfers to the I/SP Entities or any wholly-owned Subsidiary of an
      I/SP Entity);
	 	 	 	 
	 	 	(iii)	split,
      combine, redeem or reclassify any Equity Securities of any of the I/SP
      Entities;
	 	 	 	 
	 	 	
                                    (iv)

                                  	
                                    permit
      any of the I/SP Entities or any of their respective Subsidiaries to incur
      or suffer to exist any Indebtedness in excess of $50 million in the
      aggregate except (x) for working capital borrowings incurred in the
      Ordinary Course, or (y) as listed in Schedule 10.4.2(iv);

                                  
	 	 	 	 
	 	 	
                                    (v)

                                  	enter
      into any Contract that would prohibit any of the I/SP Entities or any of
      its Subsidiaries, after the Closing, from competing in any line of
      business or with any Person in any geographic area, except for such
      prohibitions that would not, individually or in the aggregate, reasonably
      be expected to be materially adverse to the I/SP
  Business;
	 	 	 	 
	 	 	(vi)	other
      than acquisitions (a) listed in Schedule
      10.4.2(vi) or (b) not in
      excess of $10 million individually or $20 million in the aggregate, permit
      any of the I/SP Entities or any of their respective Subsidiaries to
      acquire any business by merger, consolidation or
    otherwise;
	 	 	 	 
	 	 	(vii)	divest,
      sell or otherwise dispose of, or encumber any material asset of the I/SP
      Entities or their Subsidiaries outside of the Ordinary Course (other than
      as permitted by subsection (ii) above) except (a) as listed in Schedule
      10.4.2(vii), (b) for transactions involving assets of the I/SP
      Entities or their Subsidiaries having a value no greater than $20 million
      in the aggregate for all such transfers, or (c) in connection with any
      waiver, release, assignment, settlement, compromise of litigation
      otherwise permitted under this Agreement;
	 	 	 	 
	 	 	(viii)	permit
      any of the I/SP Entities or any of their respective Subsidiaries to adopt
      a plan or agreement of complete or partial liquidation, dissolution, or
      recapitalization;
	 	 	 	 
	 	 	(ix)	permit
      any of the I/SP Entities or any of their respective Subsidiaries to enter
      into or adopt any Plan, or amend any I/SP Entities Plan other than in the
      Ordinary Course consistent with past practice;
	 	 	 	 
	 	 	(x)	increase
      the rate of compensation, commission, bonus, or other direct or indirect
      remuneration payable, or agree to pay, conditionally or otherwise, any
      bonus, incentive, retention, change in control payment or other
      compensation, retirement, welfare, fringe or severance benefit or vacation
      pay, to or in respect of any employee, officer or director of any of the
      I/SP Entities or any of their respective Subsidiaries, except (a) in the
      Ordinary Course or (b) to the extent required by any Plan disclosed in
      Schedule
      8.17.1;
	 	 	 	 
	 	 	(xi)	materially
      delay or accelerate the payment of any account payable or other Liability
      of the I/SP Business other than in the Ordinary Course, materially delay
      or accelerate the collection of any account receivable or other amount
      owed to the I/SP Entities and their Subsidiaries relating to the I/SP
      Business other than in the Ordinary Course, or directly or indirectly
      encourage or require agents, distributors or other purchasers of products
      from the I/SP Business to purchase or commit to purchase such products in
      volumes or in accordance with an order or delivery schedule other than in
      the Ordinary Course;
	 	 	 	 
	 	 	(xii)	make,
      incur or authorize any individual capital expenditures or commitment for
      capital expenditures in connection with the I/SP Business in excess of $20
      million individually or $100 million in the aggregate;
	 	 	 	 
	 	 	(xiii)	pay
      any dividend (including interim dividends or other similar forms of
      distribution), other than dividends or distributions that would be
      reflected in the calculation of the I/SP Value (as defined in the Call
      Option Agreement) pursuant to the Call Option
  Agreement;
	 	 	 	 
	 	 	(xiv)	enter
      into new agreements, or modify any existing agreements, between
      Schering-Plough or its Affiliates, on the one hand, and the I/SP Entities
      or its Subsidiaries, on the other hand, that would continue to be
      effective following the Closing unless such agreements are substantially
      on an arm’s-length basis, other than customary agreements and intracompany
      arrangements for items such as cash management, tax sharing, data sharing
      and other similar ordinary course purposes with Schering-Plough or its
      Affiliates; or
	 	 	 	 
	 	 	(xv)	authorize,
      agree, resolve or consent to any of the foregoing.
	 	 	 	 
	 	
                                    10.4.3

                                  	Nothing
      contained in this Agreement shall give to Sanofi-Aventis, directly or
      indirectly, rights to control or direct the operations of any of the I/SP
      Entities, their respective Subsidiaries prior to the
      Closing.  Prior to the Closing, each of the I/SP Entities and
      their Subsidiaries, as applicable, shall exercise, consistent with the
      terms and conditions of this Agreement, complete control and supervision
      of its operations.  Notwithstanding anything to the contrary in
      this Agreement, no consent of Sanofi-Aventis shall be required with
      respect to any matter set forth in this Section 10.4 or elsewhere in this
      Agreement to the extent that the requirement of such consent would violate
      or conflict with applicable Law.
	 	 	 
	 	10.5	Conduct
      of Merial
	 	 	 	 	 
	 	 	
                                    10.5.1

                                  	Except
      (i) to the extent required by applicable Law or the regulations or
      requirements of any stock exchange or regulatory organization applicable
      to Sanofi-Aventis and Merial and their respective Subsidiaries,
      (ii) as otherwise permitted or contemplated by this Agreement or the
      Related Agreements, (iii) as set forth in Schedule
      10.5, or (iv) as consented to in writing by Sellers (which
      consent shall not be unreasonably withheld, conditioned or delayed),
      during the period from the date hereof until the earlier of (A) the
      Closing Date or (B) the termination of this Agreement in accordance with
      Article 14 hereof, Sanofi-Aventis shall, and shall cause each of their
      Subsidiaries (including Merial and its respective Subsidiaries) to,
      conduct the businesses and operations of the Merial Business in all
      material respects in the Ordinary Course, and to the extent consistent
      therewith, Sanofi-Aventis shall, and shall cause each of their
      Subsidiaries (including Merial and its respective Subsidiaries) to, use
      their respective reasonable efforts to (1) preserve Merial and its
      respective Subsidiaries’ existing assets and properties, (2) preserve the
      Merial Business’ business organization intact and maintain the Merial
      Business’ existing relations and goodwill with customers, suppliers,
      distributors, creditors and lessors, and (3) comply in all material
      respects with Laws applicable to the Merial Business.
	 	 	 	 
	 	 	
                                    10.5.2

                                  	Without
      limiting the generality of the foregoing, except (w) to the extent
      required by applicable Law or the regulations or requirements of any stock
      exchange or regulatory organization applicable to Sanofi-Aventis and
      Merial and their respective Subsidiaries, (x) as otherwise permitted or
      contemplated by this Agreement or the Related Agreements, (y) as set forth
      in Schedule
      10.5, or (z) as consented to in writing by Sellers (which consent
      shall not be unreasonably withheld, conditioned or delayed), during the
      period from the date hereof to the Closing Date, Sanofi-Aventis shall
      cause each of Merial and their Subsidiaries not to:
	 	 	 	 	 
	 	 	 	
                                    (i)

                                  	modify
      or amend in any material respect any of the organizational documents of
      any of Merial or its Subsidiaries, other than any amendment to the
      articles of Merial to increase its authorized share capital in connection
      with the Merial Issuance;
	 	 	 	 	 
	 	 	 	(ii)	issue,
      sell or otherwise transfer any Equity Securities of any of Merial or any
      of its Subsidiaries (other than issuances, sales or other transfers to
      Sanofi-Aventis, Merial or any wholly-owned Subsidiary of
      Merial);
	 	 	 	 	 
	 	 	 	
                                    (iii)

                                  	
                                    split,
      combine, redeem or reclassify any Equity Securities of any member of the
      Merial Group;

                                  
	 	 	 	 	 
	 	 	 	(iv)	permit
      any member of the Merial Group or any of their respective Subsidiaries to
      incur or suffer to exist any Indebtedness in excess of $50 million in
      aggregate except (x) for working capital borrowings incurred in the
      Ordinary Course, or (y) as listed in Schedule 10.5.2(iv).
	 	 	 	 	 
	 	 	 	(v)	enter
      into any Contract that would prohibit any member of the Merial Group or
      any of their respective Subsidiaries, after the Closing, from competing in
      any line of business or with any Person in any geographic area, except for
      such prohibitions that would not, individually or in the aggregate,
      reasonably be expected to be materially adverse to the Merial
      Business;
	 	 	 	 	 
	 	 	 	(vi)	other
      than acquisitions (a) listed in Schedule
      10.5.2(vi) or (b) not in excess of $10 million individually or $20
      million in the aggregate, permit any member of the Merial Group or any of
      their respective Subsidiaries to acquire any business by merger,
      consolidation or otherwise;
	 	 	 	 	 
	 	 	 	
                                    (vii)

                                  	divest,
      sell or otherwise dispose of, or encumber any material asset of any member
      of the Merial Group or any of their respective Subsidiaries outside of the
      Ordinary Course (other than as permitted by subsection (ii) above)
      except (a) as listed in Schedule
      10.5.2(vii), (b) for transactions involving any assets of the
      Merial Group or its Subsidiaries having a value no greater than $20
      million in the aggregate for all such transfers, or (c) in connection with
      any waiver, release, assignment, settlement, compromise of litigation
      otherwise permitted under this Agreement;
	 	 	 	 	 
	 	 	 	
                                    (viii)

                                  	
                                    permit
      any member of the Merial Group or any of their respective Subsidiaries to
      adopt a plan or agreement of complete or partial liquidation, dissolution,
      or recapitalization;

                                  
	 	 	 	 	 
	 	 	 	
                                    (ix)

                                  	permit
      any member of the Merial Group or any of their respective Subsidiaries to
      enter into or adopt any employee benefit plan or employment or severance
      agreement, or amend any Merial Plan other than in the Ordinary Course
      consistent with past practice or as otherwise contemplated by the
      Termination Agreement;
	 	 	 	 	 
	 	 	 	
                                    (x)

                                  	increase
      the rate of compensation, commission, bonus, or other direct or indirect
      remuneration payable, or agree to pay, conditionally or otherwise, any
      bonus, incentive, retention, change in control payment or other
      compensation, retirement, welfare, fringe or severance benefit or vacation
      pay, to or in respect of any employee, officer or director of any member
      of the Merial Group or any of their respective Subsidiaries, except (a) in
      the Ordinary Course or (b) to the extent required by any Merial Plan
      disclosed in Schedule
      9.17.1;
	 	 	 	 	 
	 	 	 	
                                    (xi)

                                  	materially
      delay or accelerate the payment of any account payable or other Liability
      of the Merial Business other than in the Ordinary Course, materially delay
      or accelerate the collection of any account receivable or other amount
      owed to any member of the Merial Group or any of their respective
      Subsidiaries other than in the Ordinary Course, or directly or indirectly
      encourage or require agents, distributors or other purchasers of products
      from the Merial Business to purchase or commit to purchase such products
      in volumes or in accordance with an order or delivery schedule other than
      in the Ordinary Course;
	 	 	 	 	 
	 	 	 	
                                    (xii)

                                  	make,
      incur or authorize any individual capital expenditures or commitment for
      capital expenditures in connection with the Merial Business in excess of
      $20 million individually or $100 million in the
  aggregate;
	 	 	 	 	 
	 	 	 	
                                    (xiii)

                                  	pay
      any dividend (including interim dividends or other similar forms of
      distribution), other than dividends or distributions that would be
      reflected in the calculation of the Merial Value (as defined in the Call
      Option Agreement) pursuant to the Call Option
  Agreement;
	 	 	 	 	 
	 	 	 	
                                    (xiv)

                                  	enter
      into new agreements, or modify any existing agreements, between
      Sanofi-Aventis or its Affiliates, on the one hand, and Merial or its
      Subsidiaries, on the other hand, that would continue to be effective
      following the Closing unless such agreements are substantially on an
      arm’s-length basis, other than customary agreements and intracompany
      arrangements for items such as cash management, tax sharing, data sharing
      and other similar ordinary course purposes with Sanofi-Aventis or its
      Affiliates; or
	 	 	 	 	 
	 	 	 	
                                    (xv)

                                  	authorize,
      agree, resolve or consent to any of the foregoing.
	 	 	 	 
	 	 	
                                    10.5.3

                                  	Nothing
      contained in this Agreement shall give to Sellers, directly or indirectly,
      rights to control or direct the operations of any member of the Merial
      Group or any of their respective Subsidiaries prior to the
      Closing.  Prior to the Closing, each member of the Merial Group
      and their respective Subsidiaries, as applicable, shall exercise,
      consistent with the terms and conditions of this Agreement, complete
      control and supervision of its operations.  Notwithstanding
      anything to the contrary in this Agreement, no consent of Sellers shall be
      required with respect to any matter set forth in this Section 10.5 or
      elsewhere in this Agreement to the extent that the requirement of such
      consent would violate or conflict with applicable Law.
	 	 	 	 
	 	10.6	Pre-Closing Restructuring
	 	 	 
	 	 	Following
      the date hereof, Schering-Plough shall implement a restructuring of the
      I/SP Business (the “Pre-Closing
      Restructuring”) pursuant to which the following shall occur,
      subject to (x) compliance with applicable Law, (y) receipt of any approval
      required from a Public Authority and (z) obtaining any necessary
      Third-Party consents (which the Parties shall use their commercially
      reasonable efforts to obtain):
	 	 	 


                          

                          
                          

                        

                      

                    

                  

                

              

            

            
            

            
            

             

            
              	
                       
      

                    	
                      10.6.1

                    	
                      Prior
      to Closing, Schering-Plough shall transfer or cause to be transferred to
      one or more members of the I/SP Group all of the right, title and interest
      of Schering-Plough and its Subsidiaries (other than the members of the
      I/SP Group) to all of the assets (including for the avoidance of doubt
      Intellectual Property Rights) of Schering-Plough and its Subsidiaries
      Primarily Related to the I/SP
Business.

                    


            

             

            
              	
                       
      

                    	
                      10.6.2

                    	
                      Prior
      to Closing, the members of the I/SP Group shall transfer or cause to be
      transferred to one or more of Schering-Plough and its Subsidiaries (other
      than the members of the I/SP Group) all of the right, title and interest
      of members of the I/SP Group to all of the assets (including for the
      avoidance of doubt Intellectual Property Rights) of the members of the
      I/SP Group that are not Primarily Related to the I/SP
      Business.

                    


            

             

            
              	
                       
      

                    	
                      10.6.3

                    	
                      Prior
      to the Closing, the members of the I/SP Group shall assume all Liabilities
      of Schering-Plough and its Subsidiaries (other than the members of the
      I/SP Group) to the extent arising out of the conduct of the I/SP Business,
      whether incurred before, at or after the
  Closing.

                    


            

             

            
              	
                       
      

                    	
                      10.6.4

                    	
                      Prior
      to the Closing, Schering-Plough or one of its Subsidiaries (other than the
      members of the I/SP Group) shall assume all Liabilities of the members of
      the I/SP Group to the extent not arising out of the conduct of the I/SP
      Business, whether incurred before, at or after the Closing (the “Retained
      Liabilities”).

                    


            

             

            
              	
                       
      

                    	
                      10.6.5

                    	
                      Effective
      as of the Closing, Schering-Plough shall (to the extent that
      Schering-Plough or  any of its Subsidiaries has the right to do
      so) grant to the members of the I/SP Group a perpetual, irrevocable,
      worldwide, sole and exclusive (even with respect to Schering-Plough and
      its Subsidiaries) and royalty-free right and license (with the right to
      grant sublicenses and covenants not to sue to the extent necessary for the
      members of the I/SP Group to operate the I/SP Business) to use the SP
      Mixed-Use Intellectual Property solely within the Animal Health Field of
      Use.

                    


            

             

            
              	
                       
      

                    	
                      10.6.6

                    	
                      Effective
      as of the Closing, the members of the I/SP Group shall (to the extent that
      a member of the I/SP Group has the right to do so)  grant to
      Schering-Plough and its Subsidiaries (other than the members of the I/SP
      Group) a perpetual, irrevocable, worldwide, sole and exclusive (even with
      respect to the members of the I/SP Group) and royalty-free right and
      license (with the right to grant sublicenses and covenants not to sue to
      the extent necessary for Schering-Plough and/or its Subsidiaries (other
      than the members of the I/SP Group) to operate any Non-I/SP Business) to
      use the I/SP Mixed-Use Intellectual Property to research, develop, make,
      have made, use, import, export, offer to sell, sell and have sold human
      health products or in any field of use other than the Animal Health Field
      of Use.

                    


            

             

            
              	
                       
      

                    	
                      10.6.7

                    	
                      Prior
      to the Closing, Schering-Plough shall (a) use commercially reasonable
      efforts to cause the employment of all Employees of Schering-Plough and
      its Subsidiaries (other than members of the I/SP Group) who primarily or
      exclusively perform their services for the I/SP Business to be transferred
      to one of the members of the I/SP Group, and (b) undertake a consultation
      process with Sanofi-Aventis, reasonably and in good-faith, at least 45
      Business Days prior to the Closing Date to determine which of the
      Shared-Service Employees who are Employees of Schering-Plough and its
      Subsidiaries (other than members of the I/SP Group) and who do not
      primarily or exclusively perform their services for the I/SP Business
      should have their employment transferred to one of the members of the I/SP
      Group and, following that consultation process, use commercially
      reasonable efforts to cause the employment of the Shared-Service Employees
      with respect to whom the Parties are in agreement to be so
      transferred.

                       

                      Prior to the Closing, (a) the members of the I/SP Group
      shall use commercially reasonable efforts to cause the employment of all
      Employees of the members of the I/SP Group who primarily or exclusively
      perform their services for a Non- I/SP Business to be transferred to
      Schering-Plough or one of its Subsidiaries (other than members of the I/SP
      Group), and (b) Schering-Plough shall undertake a consultation process
      with Sanofi-Aventis, reasonably and in good-faith, at least 45 Business
      Days prior to the Closing Date to determine which of the Shared-Service
      Employees who are Employees of members of the I/SP Group and who primarily
      or exclusively perform their services for the I/SP Business should have
      their employment transferred to Schering-Plough or one of its Subsidiaries
      (other than members of the I/SP Group) and, following that consultation
      process, use commercially reasonable efforts to cause the employment of
      the Shared-Service Employees with respect to whom the Parties are in
      agreement to be so transferred.

                       

                      For the avoidance of doubt, to the extent that
      employees of the I/SP Entities as of the Closing are subject to
      restrictive covenants in favor of the Sellers or their Affiliates, Sellers
      confirm that employment by the Merial Group following the Closing
      shall not be deemed  a breach or violation of such
      covenants.

                    


            

             

            
              	
                       
      

                    	
                      10.6.8

                    	
                      Schering-Plough
      shall continue such manufacturing and supply arrangements as are in effect
      (on a formal or informal basis) between the I/SP Business, on the one
      hand, and Schering-Plough and its other Affiliates, on the other hand, on
      terms substantially comparable to those in effect for such arrangements
      prior to the Closing Date for three (3) years after the Closing Date, or
      such shorter period as the Board of Directors of Merial shall determine is
      in the best interest of Merial and its Subsidiaries or such longer period
      as shall be agreed by Schering-Plough and the Board of Directors of
      Merial.

                    


            

             

            
              	
                       
      

                    	
                      10.6.9

                    	
                      Schering-Plough
      shall cause to be provided to the I/SP Business such transitional services
      (such as human resources, purchasing, IT, finance etc.) on a cost basis,
      for up to one year after the Closing, as are necessary or reasonably
      required to continue to operate the I/SP Business following the Closing in
      the same manner as operated immediately prior to the
      Closing.  The Parties may enter into one or more written
      agreements (the “Transition Services
      Agreement”) to reflect such services and the specific terms
      thereof, it being understood that if the terms of such a Transition
      Services Agreement cannot be mutually agreed, the first sentence of this
      Section 10.6.9 sets forth the agreement of the Parties with respect to
      this matter.

                    


            

             

            
              	 	
                      10.6.10

                    	
                      
                        Except
      as otherwise expressly provided in this Agreement, all costs and expenses,
      including all Transfer Taxes, incurred in connection with the Pre-Closing
      Restructuring described in this Section 10.6 shall be borne by
      Schering-Plough.

                      

                    


               

            

            
              	
                       
      

                    	
                      10.6.11

                    	
                      Notwithstanding
      any other provision of this Agreement, Nobilon International
      B.V.  and the Cotia, Brazil facility and its employees shall not
      be contributed to Merial or directly or indirectly held by any I/SP Entity
      as of Closing, provided that at the
      time of the Closing, Schering-Plough and its Affiliates shall enter into
      an arrangement with Merial to provide Merial with commercially reasonable
      manufacturing arrangements with respect to any animal health products
      manufactured by (i) the facility owned by Nobilon International B.V.,
      or (ii) the Cotia, Brazil facility.  Such arrangements
      shall be for a three-year term and the Parties shall work together during
      such term to provide for an alternative source of manufacturing for such
      products with no disruption in supply.  If such alternative
      source of manufacturing cannot be arranged with no disruption of supply
      during such three-year period then Merial shall have the right to extend
      such arrangements for an additional period of up to two
    years.

                    


            

             

            
              	
                       
      

                    	
                      10.6.12

                    	
                      Notwithstanding
      any other provision of this Agreement, Schering-Plough’s Sphereon
      technology shall be contributed to Merial, provided that at the
      time of the Closing Schering-Plough and its Affiliates shall retain a
      perpetual, irrevocable, worldwide, sole and exclusive (even with respect
      to Merial, Sanofi-Aventis and its Subsidiaries) and royalty-free right and
      license (with the right to grant sublicenses and covenants not to sue) to
      use the Sphereon technology to research, develop, make, have made, use,
      import, export, offer to sell, sell and have sold human health products or
      in any other field of use, other than the Animal Health Field of
      Use.

                    


            

             

            
              	 	10.7	Further
      Assurances
	 	 	 
	 	 	Each
      Party shall use its commercially reasonable efforts to satisfy all
      conditions to the Closing on or prior to the date scheduled for the
      Closing (to the extent contemplated by this Agreement to be satisfied by
      such Party or its Affiliates) and to facilitate, consummate and give
      effect to the transactions contemplated hereby, including by preparing,
      executing, delivering and filing, or causing to be executed, delivered and
      filed, such schedules, assignments, deeds, bills of sale, consents, and
      other instruments, and taking such other actions, as shall be reasonably
      necessary or desirable for such purpose. Each of the Parties hereto shall
      use commercially reasonable efforts to take, or cause to be taken, all
      appropriate action, do or cause to be done all things necessary, proper or
      advisable under applicable Laws, and execute and deliver such documents
      and other papers, as may be required to carry out the provisions of this
      Agreement and the Related Agreements.
	 	 


            

             

            
              	
                      11

                    	
                      Employees
      and Employee Benefit Matters

                    


            

             

            Following
the Closing, the terms and conditions of employment (including salary, bonus and
benefits) of the employees of the I/SP Entities shall be determined by Merial
after the Closing Date and pending such determination the Parties shall take
reasonable efforts to provide a mechanism for continuing the health and
insurance benefits of the employees of the I/SP Entities. Subject to applicable
law, this Agreement does not, and should not be construed by any Person to
create any guaranteed right to employment following the Closing. The provisions
of this Article 11 are solely for the benefit of the Parties hereto and are not
intended to and shall not be construed as creating any third party beneficiary
rights of any kind or nature, including the right of any current, former or
retired officer, director or employee of any Party or the spouses or dependants
thereof to seek to enforce any right to compensation, benefits, or any other
right or privilege of employment.

             

            
              	
                      12

                    	
                      Tax
      Indemnity

                    


            

             

            
              	
                       
      

                    	
                      12.1

                    	
                      Tax
      Indemnity by Sellers

                    


            

             

            
              	
                       
      

                    	
                      12.1.1

                    	
                      Sellers
      shall be liable for, and shall indemnify and hold harmless Merial as
      further set forth in this Article 12 from and against the following Taxes,
      for the avoidance of doubt, including without limitation, any such Taxes
      provided for on the I/SP Business Financial Statements or the I/SP
      Unaudited Financial Statements:

                    


            

             

            
              	
                       
      

                    	
                      (i)

                    	
                      (A)
      any and all Income Taxes of the I/SP Entities or any and all Income Taxes
      imposed on or with respect to, or otherwise related to, the I/SP Business,
      in each case to the extent such Income Taxes are paid or become payable on
      or after the Closing but represent Liabilities (other than Liabilities (x)
      arising as a result of a transaction not in the Ordinary Course of
      Business at any time after the Closing through the end of the taxable year
      that includes the Closing Date or (y) that are imposed as a result of a
      Regulatory Divestiture) in respect of the Pre-Closing Tax Period, (B) any
      and all Income Taxes of the I/SP Entities or any and all Income Taxes
      imposed on or with respect to, or otherwise related to, the I/SP Business,
      for a Straddle Period apportioned to Sellers pursuant to Section 12.3, and
      (C) any Other Taxes of the I/SP Entities or any and all Other Taxes
      imposed on or with respect to, or otherwise related to, the I/SP Business,
      with respect to any of (1) a Pre-Closing Tax Period, (2) a Straddle
      Period, limited (X) in the case of sales, transfer, excise, withholding,
      value added, gross receipts and any other taxes levied on transfers or
      transactions, to Tax Liabilities accruing with respect to transfers or
      transactions occurring on or before the time of the Closing, and (Y) in
      the case of any Other Taxes not otherwise enumerated, to Tax Liabilities
      attributable, on a days-elapsed basis, to the portion of such Straddle
      Period ending on the Closing Date, or (3) in the case of Other Taxes which
      are not reported on a periodic basis, any such Other Taxes attributable to
      transactions occurring prior to the
Closing;

                    


            

             

            
              	
                       
      

                    	
                      (ii)

                    	
                      any
      and all Taxes assessed or imposed by any Taxing Authority against the I/SP
      Entities or the I/SP Business and properly attributable to Sellers or any
      of its Subsidiaries that is not an I/SP Entity;
  and

                    


            

             

            
              	
                       
      

                    	
                      (iii)

                    	
                      any
      and all property Taxes assessed against the I/SP Entities or assessed
      against Merial or any of its Subsidiaries in respect of I/SP Business and
      properly attributable (on a days-elapsed basis) to periods prior to the
      Closing. To the extent such property Taxes have been paid by Sellers prior
      to the Closing with respect to the current fiscal period, Sellers's
      Liability with respect thereto shall be reduced by such amount; provided, however, that if such payment of
      property Taxes exceeds the property Tax Liability Sellers is responsible
      for pursuant to this Section 12.1 with respect to the current fiscal
      period, Sellers's Liability with respect thereto shall be reduced by such
      amount, and Merial shall pay Sellers the amount of such excess promptly
      upon receipt of a Tax refund, credit, or reduction of the amount of such
      Taxes otherwise paid or required to be paid by Merial or any of its
      Subsidiaries.

                    


            

             

            
              	
                       
      

                    	
                      12.1.2

                    	
                      Each
      indemnity required under this Section 12.1 shall be made by Sellers to
      Merial prior to or on the later of ten calendar days after or Merial's
      request therefor and five calendar days prior to the date on which the
      related Tax is due. Upon receiving Merial’s request for any such
      indemnification, Sellers shall have the right, at its cost and expense, to
      challenge the assessment or imposition of the Tax before the appropriate
      Taxing Authority or Public Authority, and in such case Merial shall, and
      shall procure that the Subsidiaries of Merial shall cooperate with any
      reasonable request by Sellers for assistance or information necessary to
      such challenge, including as may be necessary to permit Sellers to bring
      the challenge in the appropriate Subsidiary of Merial’s
    name.

                    


            

             

            
              	
                       
      

                    	
                      12.2

                    	
                      Tax
      Indemnity by Sanofi-Aventis

                    


            

             

            
              	
                       
      

                    	
                      12.2.1

                    	
                      Sanofi-Aventis
      shall be liable for, and shall indemnify and hold harmless Merial as
      further set forth in this Article 12 from and against the following Taxes,
      for the avoidance of doubt, including, without limitation, any such Taxes
      provided for on the Merial Financial Statements or the Merial Unaudtied
      Financial Statements:

                    


            

             

            
              	
                       
      

                    	
                      (i)

                    	
                      (A)
      any and all Income Taxes of the Merial Indemnified Tax Entities or any and
      all Income Taxes imposed on or with respect to, or otherwise related to,
      the Merial Indemnified Tax Entities, in each case to the extent such
      Income Taxes are paid or become payable on or after the Closing but
      represent Liabilities (other than Liabilities (x) arising as a result of a
      transaction not in the Ordinary Course of Business at any time after the
      Closing through the end of the taxable year that includes the Closing Date
      or (y) that are imposed as a result of a Regulatory Divestiture) in
      respect of the Pre-Closing Tax Period or portion thereof, in each case
      beginning on or after the day following the SPA Closing Date, (B) any and
      all Income Taxes of the Merial Indemnified Tax Entities or any and all
      Income Taxes imposed on or with respect to, or otherwise related to, the
      Merial Indemnified Tax Entities, for a Share Purchase Straddle
      Period or Straddle Period apportioned to Sanofi-Aventis pursuant to
      Section 12.3, and (C) any Other Taxes of the Merial Indemnified Tax
      Entities or any and all Other Taxes imposed on or with respect to, or
      otherwise related to, the Merial Indemnified Tax Entities, with respect to
      any of (1) a Post-SPA Closing Tax Period, (2) a Straddle Period, limited
      (X) in the case of sales, transfer, excise, withholding, value added,
      gross receipts and any other taxes levied on transfers or transactions, to
      Tax Liabilities accruing with respect to transfers or transactions
      occurring on or after the day following the SPA Closing Date and on or
      before the time of the Closing, and (Y) in the case of any Other Taxes not
      otherwise enumerated, to Tax Liabilities attributable, on a days-elapsed
      basis, to the portion of such Straddle Period beginning on or after the
      day following the SPA Closing Date and ending on the Closing Date, or (3)
      in the case of Other Taxes which are not reported on a periodic basis, any
      such Other Taxes attributable to transactions occurring on or after the
      day following the SPA Closing Date and prior to the Closing
      Date;

                    


            

             

            
              	
                       
      

                    	
                      (ii)

                    	
                      any
      and all Taxes assessed or imposed by any Taxing Authority against the
      Merial Indemnified Tax Entities and properly attributable to
      Sanofi-Aventis or any of its Subsidiaries that is not a Merial Indemnified
      Tax Entity;

                    


            

             

            
              	
                       
      

                    	
                      (iii)

                    	
                      any
      and all property Taxes assessed against the Merial Indemnified Tax
      Entities or assessed against Merial or any of its Subsidiaries in respect
      of the Merial Indemnified Tax Entities and properly attributable (on a
      days-elapsed basis) to periods prior to the Closing and on or after the
      day following the SPA Closing Date. To the extent such property Taxes have
      been paid by Sanofi-Aventis prior to the Closing with respect to the
      current fiscal period, Sanofi-Aventis's Liability with respect thereto
      shall be reduced by such amount; provided, however, that if such payment of
      property Taxes exceeds the property Tax Liability Sanofi-Aventis is
      responsible for pursuant to this Section 12.2 with respect to the current
      fiscal period, Sanofi-Aventis's Liability with respect thereto shall be
      reduced by such amount, and Merial shall pay Sanofi-Aventis the amount of
      such excess promptly upon receipt of a Tax refund, credit, or reduction of
      the amount of such Taxes otherwise paid or required to be paid by Merial
      or any of its Subsidiaries; and

                    


            

             

            
              	
                       
      

                    	
                      (iv)

                    	
                      any
      and all Taxes of the Merial Indemnified Tax Entities or any and all Taxes
      imposed on or with respect to, or otherwise related to, the Merial
      Indemnified Tax Entities, in each case to the extent such Taxes represent
      Liabilities for transactions not in the Ordinary Course of Business
      occurring at any time after the SPA Closing on the SPA Closing
      Date.

                    


            

             

            
              	
                       
      

                    	
                      12.2.2

                    	
                      Each
      indemnity required under this Section 12.2 shall be made by Sanofi-Aventis
      to Merial prior to or on the later of ten calendar days after or Merial's
      request therefor and five calendar days prior to the date on which the
      related Tax is due. Upon receiving Merial’s request for any such
      indemnification, Sanofi-Aventis shall have the right, at its cost and
      expense, to challenge the assessment or imposition of the Tax before the
      appropriate Taxing Authority or Public Authority, and in such case Merial
      shall, and shall procure that the Subsidiaries of Merial shall cooperate
      with any reasonable request by Sanofi-Aventis for assistance or
      information necessary to such challenge, including as may be necessary to
      permit Sanofi-Aventis to bring the challenge in the appropriate Subsidiary
      of Merial’s name.

                    


            

             

            
              	
                       
      

                    	
                      12.3

                    	
                      Allocation
      of Certain Income Taxes

                    


            

             

            
              	
                       
      

                    	
                      12.3.1

                    	
                      Any
      Income Taxes of the I/SP Entities or the I/SP Business attributable to a
      Straddle Period shall be apportioned between (a) Sellers, on the one hand,
      based on the actual operations and transactions of or involving the I/SP
      Entities or the I/SP Business during the portion of such period ending on
      the Closing Date, and (b) Merial, on the other hand, based on each of such
      company's actual operations and transactions during the portion of such
      period beginning on the day following the Closing Date; provided, however, that to the extent
      estimated Income Taxes have been paid prior to the Closing Date with
      respect to a Straddle Period by Sellers, their respective Liability with
      respect thereto shall be reduced by that
amount.

                    


            

             

            
              	
                       
      

                    	
                      12.3.2

                    	
                      Any
      Income Taxes of the Merial Indemnified Tax Entities attributable to a
      Share Purchase Straddle Period shall be apportioned between (a)
      Sanofi-Aventis, on the one hand, based on the actual operations and
      transactions of or involving the Merial Indemnified Tax Entities during
      the portion of such period beginning on the day following the SPA Closing
      Date and ending on the Closing Date, and (b) Merial, on the other hand,
      based on each of such company's actual operations and transactions during
      the portion or portions of such period (i) ending on the SPA Closing
      Date or (ii) beginning on the  day following the Closing
      Date; provided,
      however, that to the extent
      estimated Income Taxes have been paid prior to the Closing Date with
      respect to a Share Purchase Straddle Period by Sanofi-Aventis, its
      respective Liability with respect thereto shall be reduced by that
      amount.

                    


            

             

            
              	
                       
      

                    	
                      12.3.3

                    	
                      If
      Merial is a partnership under applicable U.S. federal, state or local tax
      laws as of the Closing Date, then (x) Sellers’ and Sanofi-Aventis's
      allocable shares of Merial’s items for the taxable year of Merial that
      includes the Closing Date shall, for purposes of such U.S. federal, state
      or local tax laws, be determined in accordance with the principles of an
      interim closing of Merial’s books as of the close of business on the
      Closing Date under Section 706(d) of the Code and the Treasury Regulations
      thereunder, and (y) Sanofi-Aventis shall cause Merial to prepare, or cause
      to be prepared, and file, or cause to be filed, on a timely basis, all Tax
      Returns that include the Closing Date under such U.S. federal, state or
      local tax laws.  If Merial is a disregarded entity under
      applicable U.S. federal, state or local tax laws as of the Closing Date,
      then Merial's income shall be apportioned for the taxable year of Merial
      that begins on the date after the Closing Date by closing the books of
      Merial as of the end of the Closing Date.  Merial shall not make
      any Tax election to be treated as a corporation for U.S. federal income
      tax purposes.

                    


            

             

            
              	
                       
      

                    	
                      12.4

                    	
                      Filing
      Responsibility

                    


            

             

            
              	
                       
      

                    	
                      12.4.1

                    	
                      Sellers
      shall timely prepare and file, or cause to be timely prepared and filed,
      all Returns of the I/SP Entities (i) for all Pre-Closing Tax Periods
      or (ii) required to be filed on or prior to the Closing Date, taking
      into account extensions of the time to file, and timely pay, or cause to
      be paid, when due, all Taxes relating to such Returns. Such Returns shall
      be prepared or completed in a manner consistent with prior practice of the
      I/SP Entities concerning their respective income, properties or operations
      (including elections and accounting methods and conventions), except as
      determined in Sellers's good faith reasonable judgment as otherwise
      required by Law or regulation, or otherwise agreed to by Sanofi-Aventis
      prior to the filing thereof.

                    


            

             

            
              	
                       
      

                    	
                      12.4.2

                    	
                      Merial
      shall timely prepare and file, or cause to be timely prepared and filed,
      all Returns of the Merial Group (i) for all Pre-Closing Tax Periods
      or (ii) required to be filed on or prior to the Closing Date, taking
      into account extensions of the time to file, and timely pay, or cause to
      be paid, when due, all Taxes relating to such Returns. Such Returns shall
      be prepared or completed in a manner consistent with prior practice of the
      Merial Group concerning their respective income, properties or operations
      (including elections and accounting methods and conventions), except as
      determined in Sanofi-Aventis's good faith reasonable judgment as otherwise
      required by Law or regulation, or otherwise agreed to by Merck prior to
      the filing thereof.

                    


            

             

            
              	
                       
      

                    	
                      12.4.3

                    	
                      Sanofi-Aventis
      shall timely prepare and file, or cause to be timely prepared and filed,
      subject to Sellers's review and approval (which approval shall not be
      unreasonably withheld), all Returns for a Straddle Period relating to each
      of the I/SP Entities, and timely pay, or cause to be paid, when due, all
      Taxes relating to such Returns.

                    


            

             

            
              	
                       
      

                    	
                      12.5

                    	
                      Refunds
      and Carrybacks

                    


            

             

            
              	
                       
      

                    	
                      12.5.1

                    	
                      Sellers
      shall be entitled to any refunds of Income Taxes (other than Income Taxes
      (x) that arise as a result of a transaction not in the Ordinary Course of
      Business and after the Closing through the end of the taxable year that
      includes the Closing Date or (y) that are imposed as a result of a
      Regulatory Divestiture) paid by or on behalf of the I/SP Entities
      (including refunds paid by means of a credit against other or future Tax
      Liabilities) arising with respect to the Pre-Closing Tax
      Periods.

                    


            

             

            
              	
                       
      

                    	
                      12.5.2

                    	
                      Sanofi-Aventis
      shall be entitled to any refunds of Income Taxes (other than Income Taxes
      (x) that arise as a result of a transaction not in the Ordinary Course of
      Business and after the Closing through the end of the taxable year that
      includes the Closing Date or (y) that are imposed as a result of a
      Regulatory Divestiture) paid by or on behalf of the Merial Group
      (including refunds paid by means of a credit against other or future
      Liabilities) arising subsequent to the SPA Closing Date with respect to
      Pre-Closing Tax Periods or portions thereof beginning on or after the SPA
      Closing Date.

                    


            

             

            
              	
                       
      

                    	
                      12.5.3

                    	
                      Refunds
      of Income Taxes received by Merial or Sellers or their respective
      Subsidiaries (including refunds paid by means of a credit against other or
      future Tax Liabilities) arising with respect to Straddle Periods or Share
      Purchase Straddle Periods shall be allocated to whichever of Sellers,
      Sanofi-Aventis or Merial (or their respective Subsidiaries) initially bore
      the items to which such refund is
attributable.

                    


            

             

            
              	
                       
      

                    	
                      12.5.4

                    	
                      Merial
      shall promptly forward, or cause to be forwarded, to Sellers, or
      reimburse, or cause to be reimbursed to, Sellers, any refunds due Sellers
      pursuant to the terms of this Section 12.5 after receipt thereof. In the
      case of a refund received in the form of a credit against other or future
      Tax Liabilities, reimbursement in respect of such refund shall be due in
      each case on the due date for payment of the Taxes against which such
      refund has been credited.

                    


            

             

            
              	
                       
      

                    	
                      12.5.5

                    	
                      Merial
      agrees that the I/SP Entities and the Merial Indemnified Tax Entities
      shall not carry back any item of loss, deduction or credit which arises in
      any taxable period ending after the Closing Date (“Subsequent Loss”) into
      any taxable period beginning before the Closing Date, except as required
      by law. If an I/SP Entity or a Merial Indemnified Tax Entities carries
      back any Subsequent Loss into any taxable period beginning before the
      Closing Date in compliance with the immediately preceding sentence, the
      Merial Group shall be entitled to any tax benefit or refund of Taxes
      actually realized as a result
thereof.

                    


            

             

            
              	
                       
      

                    	
                      12.6

                    	
                      Tax
      Cooperation

                    


            

             

            After the
Closing, (a) Sellers shall make available to Merial and (b) Merial shall make
available to Sellers, in each case as reasonably requested, and to any
appropriate Taxing Authority, all information, records and documents relating to
Tax Liabilities or potential Tax Liabilities of the I/SP Entities, as relevant,
for any Tax period and shall preserve all such information, records and
documents until the expiration of any applicable statute of limitations or
extension thereof. The Merial Group shall prepare and provide Sellers such Tax
information packages as such parties shall reasonably request for their
respective use in preparing any Return that relates to the I/SP Entities, as the
case may be. Such Tax information packages shall be completed by Merial and
provided to Sellers within 60 calendar days after Sellers's request
therefore.

             

            
              	
                       
      

                    	
                      12.7

                    	
                      Time
      Limits for Tax Indemnity Tax Audits

                    


            

             

            
              	
                       
      

                    	
                      12.7.1

                    	
                      In
      the case of Taxes identifiable pursuant to Sections 12.1 and 12.2, the
      indemnifying Party shall not be obligated to provide indemnity for any
      claim with respect to any Tax first asserted by or on behalf of an
      indemnified Party after the 15th anniversary of the Closing Date, unless
      the indemnifying Party received notice of the existence of a claim with
      respect to such Tax prior to the 15th anniversary of the Closing Date, in
      which case the obligation to provide indemnity with respect to the Tax
      shall survive forever, subject to applicable statutes of limitations. For
      purposes of the preceding sentence, (i) a “claim” means any (x)
      legally enforceable deficiency or (y) deficiency asserted or assessed,
      orally or in writing, by any Taxing Authority, whether or not legally
      enforceable, and (ii) “notice” means any (x) written notice from a
      Taxing Authority or Merial or (y) oral advice from a Taxing Authority or
      Merial received by any employee, agent or representative of Sanofi-Aventis
      or the Sellers Group, as the case may be, whose duties relate to Taxes
      which may be identifiable
hereunder.

                    


            

             

            
              	
                       
      

                    	
                      12.7.2

                    	
                      Merial
      shall promptly notify Sellers or Sanofi-Aventis, as the case may be, in
      writing upon receipt by Merial or any of its Subsidiaries of notice of any
      pending or threatened Tax Matter which may affect the Tax Liabilities for
      which Sellers or Sanofi-Aventis, as the case may be, would be liable under
      Sections 12.1 or 12.2 hereunder, provided, however, that the failure to give
      such notice shall not relieve the indemnifying Party of its
      indemnification obligation hereunder except to the extent that such
      failure prejudices Sellers' or Sanofi-Aventis’s rights hereunder. Sellers
      or Sanofi-Aventis, as the case may be, shall have the sole right to
      represent its own interests, and any relevant I/SP Entity’s interests or
      Merial Group's interests in any Tax Matter involving a Tax Liability or
      potential Tax Liability for which Sellers or Sanofi-Aventis, as the case
      may be, would be solely liable under Sections 12.1 or 12.2 hereunder,
      respectively, and to employ counsel of its choice at its expense. Merial
      agrees that it will (and will cause its Subsidiaries to) cooperate fully
      with Sellers or Sanofi-Aventis, as the case may be, and their respective
      counsel, in the defense or compromise of any such Tax Matter. All other
      Tax Matters shall be controlled by Merial; provided, however, that Sellers or
      Sanofi-Aventis, as the case may be, shall have the right to participate at
      their own expense in any Tax Matter which relates to a Straddle Period or
      Share Purchase Straddle Period and involves a Tax Liability or potential
      Tax Liability for which Sellers or Sanofi-Aventis, as the case may be,
      would be liable under Sections 12.1 or 12.2 hereunder, and no such Tax
      Matter shall be settled without the consent of Sellers or Sanofi-Aventis,
      as the case may be, which consent shall not be unreasonably
      withheld.

                    


            

             

            
              	
                       
      

                    	
                      12.8

                    	
                      Tax
      Sharing

                    


            

             

            Except
for the agreements or arrangements between two or more I/SP Entities listed in
Schedule
12.8, any and all existing Tax sharing, allocation, compensation or like
agreements or arrangements, whether or not written, that include the Animal
Health Subsidiaries, including, without limitation, any arrangement by which the
Animal Health Subsidiaries make compensating payments to any member of any
affiliated, consolidated, combined, unitary or other similar Tax group for the
use of certain Tax attributes, shall be terminated as of the Closing Date
(pursuant to a writing executed on or before the Closing Date by all parties
concerned) and shall have no further force or effect. Any and all powers of
attorney relating to Tax matters concerning the Animal Health Subsidiaries
(other than such matters relating solely to a Pre-Closing Tax Period but only to
the extent Sellers are liable therefore under Section 12.1 hereunder) shall be
terminated as to the Animal Health Subsidiaries on or prior to Closing and shall
have no further force or effect.

             

            
              	
                       
      

                    	
                      12.9

                    	
                      Transfer
      Taxes

                    


            

             

            Except
for Transfer Taxes incurred in connection with the Pre-Closing Restructuring
(which, pursuant to Section 10.6.10, shall be borne by Schering-Plough), all
Transfer Taxes incurred in connection with the transactions described in this
Agreement and the Call Option Agreement shall be borne 50% by Sellers and 50% by
Sanofi-Aventis. The party required by applicable Law to do so will timely file
all necessary Returns and other documentation with respect to Transfer Taxes
and, if required by applicable Law, the other parties will, and will cause their
Affiliates to, join in the execution of any such Returns and other
documentation.

             

            
              	
                       
      

                    	
                      12.10

                    	
                      Tax
      Gross-Up

                    


            

             

            If any
Taxing Authority subjects any sum paid under any indemnification provision in
this Article 12 to any Taxes, then the Party making the indemnification payment
shall also pay such additional amount as shall be required to ensure that the
total amount paid, less the Tax chargeable on such amount (or that would be so
chargeable but for the use or setoff of any Tax relief), is equal to the amount
that would otherwise be payable under the relevant indemnification
provision.

             

            
              	
                       
      

                    	
                      12.11

                    	
                      Payments
      Adjustments

                    


            

             

            
              	
                                                  
      

                    	
                      Payments
      by Sellers or Sanofi-Aventis, as the case may be,  pursuant to
      this Article 12 of any particular indemnification shall be limited to the
      amount of any indemnification that remains after deducting therefrom
      (i) any net Tax benefit actually realized by Merial, and
      (ii) any net indemnity, contribution or other similar payment
      actually recovered by Merial from any Third Party with respect thereto. If
      a payment is made by Sellers or Sanofi-Aventis, as the case may be, in
      accordance with this Article 12, and if in a subsequent taxable year a net
      Tax benefit is realized by Merial or any such payment is recovered from
      any Third Party (that was not previously taken into account to reduce an
      amount otherwise payable by Sellers under this Article 12), Merial shall
      pay to Sellers or Sanofi-Aventis, as the case may be,  at time
      of such realization or recovery the amount of such net Tax benefit (to the
      extent that the Tax benefit would have resulted in a reduction in the
      amount paid by Sellers if the Tax benefit had been obtained in the year of
      such payment) or of such payment actually recovered from such Third Party,
      as the case may be. A Tax benefit will be considered to be realized for
      purposes of this Section 12.11 at the time that it is reflected on a Tax
      Return of Merial or any consolidated tax group to which Merial belongs in
      the form of a refund, credit or reduction of Taxes otherwise due and
      payable. Notwithstanding anything herein to the contrary, no indemnified
      Party shall be entitled to recover an aggregate amount under the
      indemnities in this Article 12 with respect to any particular matter that
      results in duplicative
compensation.

                    


            

             

            
              	
                       
      

                    	
                      12.12

                    	
                      Withholding

                    


            

             

            The
Parties agree that, (i) except as set forth on Schedule
12.12, as of the date hereof, no withholding (including, without
limitation, under Section 1445(e) of the Internal Revenue Code and Section
1.1445-11T of the Treasury Regulations) is required under current law with
respect to the transactions contemplated by this Agreement and (ii) all
payments and deliveries required with respect to the transactions contemplated
by this Agreement, other than those set forth on Schedule
12.12, shall be made free and clear of, and without withholding or
deduction of, any Taxes, unless withholding or deduction of such Taxes is
required by reason of a change in law occurring after the date
hereof.

             

            
              	
                      13

                    	
                      Conditions
      Precedent

                    


            

             

            
              	
                       
      

                    	
                      13.1

                    	
                      Conditions
      to Obligations of Each Party

                    


            

             

            The
obligations of the Parties to consummate the transactions contemplated hereby
shall be subject to the satisfaction on or prior to the Closing Date of the
following conditions:

             

            
              	
                       
      

                    	
                      13.1.1

                    	
                      Merger
      Control Clearances

                    


            

             

            Each of
the competent Merger Control Authorities, wherever a notification or approval
procedure is mandatory and suspensive, shall either (i) have authorized,
formally or by tacit decision where applicable, the transactions contemplated
hereby or (ii) have decided under the applicable Competition Laws that the
transactions contemplated hereby do not give rise to a concentration falling
within the scope of such regulations.  For the avoidance of doubt, the
waiting period (and any extension thereof) of the HSR Act shall have been
terminated or expired in order to satisfy this Section 13.1.1.

             

            
              	
                       
      

                    	
                      13.1.2

                    	
                      Injunction
      or Other Court or Regulatory Order

                    


            

             

            The
consummation of the Closing shall not have been enjoined or prohibited under any
applicable law and (i) Sellers and Sanofi-Aventis shall have received
positive advice from the Works Council, (ii) the period as set out in
section 25 paragraph 6 of the Dutch Works Council Act shall have lapsed, without
the Works Council having initiated legal proceedings as set out in section 26 of
the Dutch Works Council Act; (iii) the Works Council has waived its right
to initiate the legal proceedings referred to in (ii) above; or
(iv) after the legal proceedings as set out in section 26 of the Dutch
Works Council Act having been initiated, the Sellers have received a final order
from the Enterprise Section of the Amsterdam Court of Appeal dismissing the
Works Council’s appeal.

             

            
              	
                       
      

                    	
                      13.1.3

                    	
                      Absence
      of Significant Divestments

                    


            

             

            The
competent Merger Control Authorities who have reviewed the transaction
contemplated by this Agreement have not imposed, in order to authorize the
transactions contemplated hereby, and the Parties have not been required to
submit or proffer to, Regulatory Divestitures in excess of the
Threshold.

             

            
              	
                       
      

                    	
                      13.2

                    	
                      Conditions
      to Obligations of Sanofi-Aventis and
Merial

                    


            

             

            The
obligations of Sanofi-Aventis and Merial to consummate the transactions
contemplated hereby shall be subject to the satisfaction (or waiver by
Sanofi-Aventis) on or prior to the Closing Date of the following additional
conditions:

             

            
              	
                       
      

                    	
                      13.2.1

                    	
                      Representations
      and Warranties

                    


            

             

            The
representations and warranties of the Sellers contained in this Agreement shall
be true and correct in all respects (without giving effect to any qualifications
or limitations as to "materiality," "I/SP MAC" and words of similar import) on
and as of the date of this Agreement and on and as of the Closing Date as if
made on and as of such date (except for those representations and warranties
that are expressly limited by their terms to dates or times other than the
Closing Date, which representations or warranties need only be true and correct
as of such other dates or times (without giving effect to any qualifications or
limitations as to "materiality," "I/SP MAC" and words of similar import)) except
where the failure of such representations and warranties to be true and correct
has not had and would not reasonably be expected to have, individually or in the
aggregate, an I/SP MAC.

             

            
              	
                       
      

                    	
                      13.2.2

                    	
                      Covenants

                    


            

             

            Merck and
Schering-Plough shall have duly performed and complied in all material respects
with all agreements and conditions required by this Agreement and the Call
Option Agreement  to be performed or complied with by them prior to or
on the Closing Date.

             

            
              	
                       
      

                    	
                      13.2.3

                    	
                      Closing
      Deliveries

                    


            

             

            Sanofi-Aventis
and Merial shall have received each Closing item required to be delivered to it
pursuant to Section 6.3 and Section 7.2.

             

            
              	
                       
      

                    	
                      13.2.4

                    	
                      Absence
      of Material Adverse Effect

                    


            

             

            No I/SP
MAC shall have occurred between the Valuation Date and the Closing.

             

            
              	
                       
      

                    	
                      13.2.5

                    	
                      Officer’s
      Certificate

                    


            

             

            Sanofi-Aventis
shall have received a certificate signed by an executive officer of each of
Sellers certifying the matters set forth in Sections 13.2.1, 13.2.2, 13.2.3 and
13.2.4.

             

            
              	
                       
      

                    	
                      13.3

                    	
                      Conditions
      to Obligations of Sellers

                    


            

             

            The
obligation of Sellers to consummate the transactions contemplated hereby shall
be subject to the satisfaction (or waiver by Sellers) on or prior to the Closing
Date of the following additional conditions:

             

            
              	
                       
      

                    	
                      13.3.1

                    	
                      Representations
      and Warranties

                    


            

             

            The
representations and warranties of Sanofi-Aventis contained in this Agreement
shall be true and correct in all respects (without giving effect to any
qualifications or limitations as to "materiality," "Merial MAC" and words of
similar import) on and as of the date of this Agreement and on and as of the
Closing Date as if made on and as of such date (except for those representations
and warranties that are expressly limited by their terms to dates or times other
than the Closing Date, which representations or warranties need only be true and
correct as of such other dates or times (without giving effect to any
qualifications or limitations as to "materiality," "Merial MAC" and words of
similar import)) except where the failure of such representations and warranties
to be true and correct has not had and would not reasonably be expected to have,
individually or in the aggregate, a Merial MAC; provided however, that, no
representation of warranty shall be deemed untrue or incorrect to the extent
that any breach of or inaccuracy in any representation or warranty arises out of
or relates to any Pre-Existing Condition.

             

            
              	
                       
      

                    	
                      13.3.2

                    	
                      Covenants

                    


            

             

            Sanofi-Aventis
and Merial shall have duly performed and complied in all material respects with
all agreements and conditions required by this Agreement and the Call Option
Agreement to be performed or complied with by them prior to or on the Closing
Date.

             

            
              	
                       
      

                    	
                      13.3.3

                    	
                      Closing
      Deliveries

                    


            

             

            Merck
shall have received each Closing item required to be delivered to it pursuant to
Section 6.3 and Section 7.2.

             

            
              	
                       
      

                    	
                      13.3.4

                    	
                      Absence
      of Material Adverse Effect

                    


            

             

            No Merial
MAC shall have occurred between the exercise of the Call Right and the
Closing.

             

            
              	
                       
      

                    	
                      13.3.5

                    	
                      Officer’s
      Certificate

                    


            

             

            Sellers
shall have received a certificate signed by an executive officer of
Sanofi-Aventis certifying the matters set forth in Sections 13.3.1, 13.3.2,
13.3.3 and 13.3.4.

             

            
              	
                      14

                    	
                      Termination

                    


            

             

            
              	
                       
      

                    	
                      14.1

                    	
                      Termination

                    


            

             

            This
Agreement may be terminated at any time prior to the Closing:

             

            
              	
                       
      

                    	
                      14.1.1

                    	
                      by
      the written agreement of Sanofi-Aventis and
  Sellers;

                    


            

             

            
              	
                       
      

                    	
                      14.1.2

                    	
                      by
      either Sanofi-Aventis or Sellers by written notice to the other Party if
      the transactions contemplated hereby shall not have been consummated
      pursuant hereto by 5:00 p.m. New York City time on the date that is six
      months after the date hereof, which date (i) shall be automatically
      extended by six months if all other conditions to the Closing have been
      satisfied by such date other than the conditions specified in Section
      13.1.1 or (ii) may be extended by the mutual written consent of
      Sanofi-Aventis and Sellers;

                    


            

             

            
              	
                       
      

                    	
                      14.1.3

                    	
                      by
      either Sanofi-Aventis or Sellers by written notice to the other Party if
      any Public Authority shall have issued any Order (which Order the Parties
      hereto shall use their commercially reasonable efforts to lift),
      permanently restraining, enjoining or otherwise prohibiting the
      consummation of the transactions contemplated hereby and such Order shall
      have become final and
non-appealable;

                    


            

             

            
              	
                       
      

                    	
                      14.1.4

                    	
                      by
      either Sanofi-Aventis or Sellers by written notice to the other Party if
      any event, fact or condition shall occur or exist that shall have made it
      impossible to satisfy a condition precedent to the terminating Party’s
      obligations to consummate the transactions contemplated hereby;
      or

                    


            

             

            
              	
                       
      

                    	
                      14.1.5

                    	
                      by
      Sanofi-Aventis by written notice to Sellers if, after the date hereof, an
      I/SP MAC occurs or by Sellers by written notice to Sanofi-Aventis if,
      after the date hereof, a Merial MAC
occurs.

                    


            

             

            No Party
shall have the right to terminate this Agreement pursuant to Section 14.1.2, or
14.1.4 if a breach by the Party electing to terminate this Agreement under such
sections has given rise to the conditions that would allow termination pursuant
to such sections.

             

            
              	
                       
      

                    	
                      14.2

                    	
                      Effect
      of Termination

                    


            

             

            In the
event of the termination of this Agreement pursuant to the provisions of Section
14.1, this Agreement shall become void and have no effect, except with respect
to Section 17.2 and Article 18 which shall survive such termination, without any
liability to any Person in respect hereof or of the transactions contemplated
hereby on the part of any Party hereto, or any of its Affiliates or
Representatives, except for any liability resulting from such Party’s breach of
this Agreement.

             

            
              	
                      15

                    	
                      Guarantees
      of Performance

                    


            

             

            
              	
                       
      

                    	
                      15.1

                    	
                      Guaranty
      by Sellers

                    


            

             

            Schering-Plough
unconditionally and irrevocably guarantees to each of Sanofi-Aventis (and any
Subsidiaries of Sanofi-Aventis which are a party to this Agreement or any
Related Agreement) and the Merial Group the performance of, and compliance with,
the agreements, covenants and obligations contained in this Agreement or any
Related Agreement of each Subsidiary of Sellers.

             

            
              	
                       
      

                    	
                      15.2

                    	
                      Guaranty
      by Sanofi-Aventis

                    


            

             

            Sanofi-Aventis
unconditionally and irrevocably guarantees to each of the Sellers (and any
Subsidiaries of the Sellers which are a party to this Agreement or any Related
Agreement) and the Merial Group the performance of, and compliance with, the
agreements, covenants and obligations contained in this Agreement or any Related
Agreement of each Subsidiary of Sanofi-Aventis.

             

            
              	
                       
      

                    	
                      15.3

                    	
                      Guaranty
      by Merial

                    


            

             

            Merial
unconditionally and irrevocably guarantees to each of Sanofi-Aventis (and any
Subsidiaries of Sanofi-Aventis which is a party to this Agreement or any Related
Agreement) and the Sellers (and any Subsidiaries of the Sellers which is a party
to this Agreement or any Related Agreement) the performance of, and compliance
with, the agreements, covenants and obligations contained in this Agreement or
any Related Agreement of each Subsidiary of Merial.

             

            
              	
                       
      

                    	
                      15.4

                    	
                      Procedures

                    


            

             

            
              	
                       
      

                    	
                      15.4.1

                    	
                      The
      term “Guarantor”
      shall mean (i) Schering-Plough, with respect to any Subsidiaries of
      the Sellers referred to in Section 15.1, (ii) Sanofi-Aventis, with
      respect to any Subsidiaries of Sanofi-Aventis referred to in Section 15.2,
      or (iii) Merial, with respect to any Subsidiary of Merial referred to
      in Section 15.3. The term “Beneficiary” shall mean
      (a) in the case of Section 15.1, the Merial Group, Sanofi-Aventis and any
      of their Subsidiaries referred to in Section 15.1, (b) in the case of
      Section 15.2, the Merial Group, the Sellers and any of their Subsidiaries
      referred to in Section 15.2, and (c) in the case of Section 15.3, the
      Sellers and any of their Subsidiaries referred to in Section 15.3 and
      Sanofi-Aventis and any of its Subsidiaries referred to in Section 15.3.
      The term “Guaranteed
      Obligations” shall mean, as to any Guarantor, all the obligations,
      performances, observances or payments, now or hereafter owing, due,
      required, contracted or payable under or out of this Agreement or any
      Related Agreement guaranteed by such Guarantor pursuant to this Article
      15.

                    


            

             

            
              	
                       
      

                    	
                      15.4.2

                    	
                      In
      the event that any Subsidiary of a Guarantor shall default in the payment
      of or fail to perform or observe any of the Guaranteed Obligations when
      and as the same shall become due, any Beneficiary may proceed directly
      against the Guarantor under this Article 15, subject to the dispute
      resolution and arbitration procedures set forth in the Related Agreements
      and Section 18.11.

                    


            

             

            
              	
                       
      

                    	
                      15.4.3

                    	
                      Without
      limiting the rights of any Guarantor hereunder, each Guarantor hereby
      waives any and all notice of the creation, renewal, amendment, extension
      or accrual of any of the Guaranteed Obligations. Nothing contained herein
      shall affect (i) the right of a Guarantor to assert any claim it may
      have against any Beneficiary in a separate action or proceeding, or
      (ii) any defense (other than the bankruptcy or other insolvency of
      the Guarantor or its Subsidiary which is a party to this Agreement),
      set-off or counterclaim the Guarantor or any Subsidiary of the Guarantor
      may have against any Beneficiary, its successors or assigns.
      Notwithstanding the foregoing, in the event that the Liability of any
      Person in respect of Guaranteed Obligations shall have been determined
      pursuant to the dispute resolution set forth in Section 18.11 hereof, the
      Guarantor of such Person’s obligations shall not be entitled under any
      circumstances to invoke such procedures with regard to the same subject
      matter that was arbitrated in such
procedures.

                    


            

             

            
              	
                       
      

                    	
                      15.4.4

                    	
                      No
      remedy conferred by this Article 15 is intended to be exclusive of any
      other available remedy or remedies, and each and every such remedy shall,
      subject to Section 16.2.3(i) and Section 18.11, be cumulative and shall be
      in addition to every other remedy given under this Agreement or any
      Related Agreement, now or hereafter existing at law or in equity or by
      statute.

                    


            

             

            
              	
                       
      

                    	
                      15.5

                    	
                      Identity
      of Company Entitled to Receive
Payment

                    


            

             

            
              	
                       
      

                    	
                      15.5.1

                    	
                      Where
      the Sellers are liable under Section 15.1 to make a payment for a
      Guaranteed Obligation to any Subsidiary of Sanofi-Aventis described in
      Section 15.1, the amount so payable shall be claimed by Sanofi-Aventis as
      trustee for the benefit of the relevant Subsidiary of Sanofi-Aventis and
      the amount shall be paid to Sanofi-Aventis on trust for the Subsidiary.
      The payment to Sanofi-Aventis shall be deemed by all Parties to this
      Agreement to be full and good discharge of the Guaranteed Obligation of
      the Sellers to the extent of such
payment.

                    


            

             

            
              	
                       
      

                    	
                      15.5.2

                    	
                      Where
      Sanofi-Aventis is liable under Section 15.2 to make a payment for a
      Guaranteed Obligation to any Subsidiary of the Sellers described in
      Section 15.2, the amount so payable shall be claimed by the Sellers as
      trustee for the benefit of the relevant Subsidiary of the Sellers and the
      amount shall be paid to the Sellers on trust for the Subsidiary. The
      payment to the Sellers shall be deemed by all Parties to this Agreement to
      be full and good discharge of the Guaranteed Obligation of Sanofi-Aventis
      to the extent of such payment.

                    


            

             

            
              	
                       
      

                    	
                      15.5.3

                    	
                      Where
      Sellers and Sanofi-Aventis are liable under Section 15.1 or 15.2,
      respectively, to make a payment for a Guaranteed Obligation to any
      Subsidiary of Merial, the amount so payable shall be claimed by Merial as
      trustee for the benefit of the relevant Subsidiary of Merial and the
      amount shall be paid to Merial on trust for the Subsidiary. The payment to
      Merial shall be deemed by all Parties to this Agreement to be full and
      good discharge of the Guarantee Obligation of Sellers and Sanofi-Aventis,
      as the case may be, to the extent of such
  payment.

                    


            

             

            
              	
                       
      

                    	
                      15.5.4

                    	
                      Where
      Merial is liable under Section 15.3 to make a payment for a Guaranteed
      Obligation to any Subsidiary of Sellers or of Sanofi-Aventis described in
      Section 15.3, the amount so payable shall be claimed by Sellers or
      Sanofi-Aventis, as the case may be, as trustee for the benefit of its
      relevant Subsidiary and the amount shall be paid to Sellers or
      Sanofi-Aventis, as the case may be, on trust for the Subsidiary. The
      payment to Sellers or Sanofi-Aventis, as the case may be; shall be deemed
      by all Parties to this Agreement to be full and good discharge of the
      Guaranteed Obligation of Merial to the extent of such
    payment.

                    


            

             

            
              	
                      16

                    	
                      Indemnification

                    


            

             

            
              	
                       
      

                    	
                      16.1

                    	
                      Expiration of Representations and
      Warranties.

                    


            

             

            All
indemnification obligations with respect to the representations and warranties
of the parties set forth in this Agreement, other than the representations and
warranties set forth in Sections 8.1, 8.2, 8.3, 8.18, 8.19, 9.1, 9.2, 9.3, 9.18
and 9.19, shall be extinguished at 5:00 P.M. (Eastern time) on the date that is
the 18-month anniversary of the Closing Date (except that if a claim for
indemnification shall have been made with reasonable specificity prior to such
time with respect to the breach of any representation or warranty, such claim
shall remain outstanding until the earlier of the final resolution thereof or
the expiration of the statute of limitations with respect
thereto).  Any indemnification obligations of the parties with respect
to (a) the representations and warranties set forth in Sections 8.1, 8.2, 8.3,
8.19, 9.1, 9.2, 9.3 and 9.19 shall survive indefinitely and (b) the Tax
representations and warranties set forth in Sections 8.18 and 9.18 of this
Agreement shall survive the Closing Date and continue until 30 days following
the expiration of the statute of limitations on assessment of the relevant
Tax.

             

            
              	
                       
      

                    	
                      16.2

                    	
                      Indemnification

                    


            

             

            
              	
                       
      

                    	
                      16.2.1

                    	
                      From
      and after the Closing, Sanofi-Aventis agrees to indemnify, defend and hold
      harmless each of the Sellers, their Affiliates, which for purposes of this
      Clause 16.2.1 shall include Merial and its Subsidiaries and the I/SP
      Entities, and their respective officers, directors, employees, agents,
      representatives, successors and assigns (collectively, “Seller Indemnitees”)
      from and against all Losses incurred by any of the Seller Indemnitees
      arising out of or relating to:  (i) any breach of any
      representation or warranty made by Sanofi-Aventis in this Agreement
      (subject to the provisions of Section 16.1) and (ii) any breach of
      any covenant or agreement of Sanofi-Aventis contained in this Agreement,
      provided that for purposes of this Section 16.2.1, (x) no representation
      of warranty of Sanofi-Aventis shall be deemed untrue or incorrect to the
      extent that any breach of or inaccuracy in any representation or warranty
      arises out of or relates to any Pre-Existing Condition, and (y) no Tax
      representations and warranties set forth in Sections 8.18 and 9.18 of this
      Agreement shall be deemed untrue or incorrect to the extent that any
      breach of or inaccuracy in any such Tax representation or warranty arises
      as a result of a Regulatory
Divestiture.

                    


            

             

            
              	
                       
      

                    	
                      16.2.2

                    	
                      From
      and after the Closing, Schering-Plough and the other Sellers agree,
      jointly and severally, to indemnify, defend and hold harmless
      Sanofi-Aventis, its Affiliates, which for purposes of this Clause 16.2.2
      shall include Merial and its Subsidiaries and the I/SP Entities, and their
      respective officers, directors, employees, agents, representatives,
      successors and assigns (collectively, “Sanofi-Aventis
      Indemnitees”) from and against all Losses incurred by any of
      Sanofi-Aventis Indemnitees arising out of or relating to: (i) any
      breach of any representation or warranty made by either of the Sellers in
      this Agreement (subject to the provisions of Section 16.1), (ii) any
      breach of any covenant or agreement of either of the Sellers contained in
      this Agreement, (iii) the Pre-Closing Restructuring and (iv) the
      Retained Liabilities.

                    


            

             

            
              	
                       
      

                    	
                      16.2.3

                    	
                      Sanofi-Aventis
      and Sellers each agree to take and cause their controlled Affiliates to
      take all commercially reasonable steps to mitigate any Loss for which any
      Sanofi-Aventis Indemnitee (in the case of Sanofi-Aventis) or any Seller
      Indemnitee (in the case of Seller) may be entitled to indemnification
      hereunder upon becoming aware of any event which would reasonably be
      expected to, or does, give rise to any such
  Loss.

                    


            

             

            
              	
                       
      

                    	
                      (i)

                    	
                      Sellers
      shall not be required to indemnify Sanofi-Aventis Indemnitees with respect
      to any claim for indemnification arising out of or relating to matters
      described in Section 16.2.2(i) (other than any Loss resulting from a
      breach of the representations and warranties set forth in Sections 8.1,
      8.2, 8.3, and, 8.19 for which the Deductible and the Cap will not apply)
      (i) unless and until the aggregate amount of all such claims against
      Sanofi-Aventis Indemnitees for such matters exceeds $85 million (the
      “Deductible”), in
      which event Sanofi-Aventis Indemnitees will be entitled to recover Losses
      arising out of or relating to such matters only to the extent in excess of
      the Deductible or (ii) to the extent the aggregate amount of such
      claims exceeds $425 million (the “Cap”).  Without
      limiting the generality of the foregoing, any indemnification claim
      arising out of or relating to matters described in Section
      16.2.2(i) (other than any Loss resulting from a breach of the
      representations and warranties set forth in Sections 8.1, 8.2, 8.3, and,
      8.19) involving Losses of less than $1 million shall not be entitled to
      indemnification under this Section 16.2 and shall not be counted toward
      satisfaction of the Deductible.

                    


            

             

            
              	
                       
      

                    	
                      (ii)

                    	
                      Sanofi-Aventis
      shall not be required to indemnify Seller Indemnitees with respect to any
      claim for indemnification arising out of or relating to matters described
      in Section 16.2.1(i) (other than any Loss resulting from a breach of
      the representations and warranties set forth in Sections 9.1, 9.2, 9.3 and
      9.19 for which the Deductible and the Cap will not apply) (i) unless
      and until the aggregate amount of all such claims against Seller
      Indemnitees for such matters exceeds the Deductible, in which event Seller
      Indemnitees will be entitled to recover Losses arising out of or relating
      to such matters only to the extent in excess of the Deductible or
      (ii) to the extent the aggregate amount of such claims exceeds the
      Cap.  Without limiting the generality of the foregoing, any
      indemnification claim arising out of or relating to matters described in
      Section 16.2.1(i) (other than any Loss resulting from a breach of the
      representations and warranties set forth in Sections 9.1, 9.2, 9.3 and
      9.19) involving Losses of less than $1 million shall not be entitled to
      indemnification under this Section 16.2 and shall not be counted toward
      satisfaction of the Deductible.

                    


            

             

            
              	
                       
      

                    	
                      16.2.4

                    	
                      For
      purposes of this Article 16, any breach of or inaccuracy in any
      representation or warranty shall be determined without regard to any
      knowledge, materiality, I/SP MAC or Merial MAC or similar qualification or
      exception and any qualification or requirement that a matter be or not be
      reasonably expected to occur.

                    


            

             

            
              	
                       
      

                    	
                      16.2.5

                    	
                      If
      either a Sanofi-Aventis Indemnitee, on the one hand, or a Seller
      Indemnitee, on the other hand (as applicable, the “Indemnitee”)  receives
      notice or otherwise obtains knowledge of any matter or any threatened
      matter that may give rise to an indemnification claim against the other
      party hereto (the “Indemnitor”), then the
      Indemnitee shall promptly, and in any event within twenty (20) days of the
      receipt of notice or other knowledge of any such claim against the
      Indemnitor, deliver to the Indemnitor a written notice describing, to the
      extent practicable, such matter in reasonable detail.  The
      failure to make timely delivery of such written notice by the Indemnitee
      to the Indemnitor shall not relieve the Indemnitor from any Liability
      under this Section 16.2 with respect to such matter, except to the extent
      the Indemnitor can evidence that it is actually prejudiced by failure to
      give such notice.  If such matter involves a claim by a Third
      Party, the Indemnitor shall have the right, at its option, to elect to
      assume the defense of any such Third Party claim with its own counsel by
      delivery of written notice of such election to the
    Indemnitee.

                    


            

             

            
              	
                       
      

                    	
                      (i)

                    	
                      If
      the Indemnitor elects to assume the defense of any such matter,
      then:

                    


            

             

            
              	
                       
      

                    	
                      (a)

                    	
                      notwithstanding
      anything to the contrary contained in this Agreement, the Indemnitor shall
      not be required to pay or otherwise indemnify the Indemnitee against any
      attorneys’ fees incurred after such election by the Indemnitor on behalf
      of the Indemnitee in connection with such matter following the
      Indemnitor’s election to assume the defense of such matter, unless (x) the
      Indemnitor fails to defend diligently the action or proceeding, (y) the
      Indemnitee reasonably shall have concluded (upon advice of its counsel)
      that there may be one or more legal defenses available to such Indemnitee
      or other Indemnitees that are not available to the Indemnitor, or (z) the
      Indemnitee reasonably shall have concluded (upon advice of its counsel)
      that, with respect to such claims, the Indemnitee and the Indemnitor may
      have different, conflicting, or adverse legal positions or
      interests;

                    


            

             

            
              	
                       
      

                    	
                      (b)

                    	
                      the
      Indemnitee shall make available to the Indemnitor all books, records and
      other documents and materials that are under the direct or indirect
      control of the Indemnitee or any of the Indemnitee’s representatives and
      that the Indemnitor considers necessary or desirable for the defense of
      such matter and shall otherwise cooperate with Indemnitor in connection
      with the defense of such matter;
and

                    


            

             

            
              	
                       
      

                    	
                      (c)

                    	
                      the
      Indemnitor shall not, without the written consent of the Indemnitee, which
      shall not be unreasonably withheld or delayed, settle or compromise any
      pending or threatened Litigation in respect of which indemnification may
      be sought hereunder (whether or not the Indemnitee is an actual or
      potential party to such Litigation) or consent to the entry of any
      judgment; provided, however, that the Indemnitor shall have the right to
      settle or compromise any such Litigation or consent to the entry of a
      judgment without the consent of the Indemnitee if such settlement,
      compromise or judgment (x) relates solely to the payment of monetary
      damages, or (y) would not adversely affect the business of the
      Indemnitee,  its Affiliates, the Merial Group or the I/SP Group
      in any manner, and in all cases, to the extent that the Indemnitee may
      have any Liability with respect to such Litigation, includes as an
      unconditional term thereof the delivery by the claimant or plaintiff to
      the Indemnitee of a written release of the Indemnitee from all Liability
      in respect of such Litigation.

                    


            

             

            
              	
                       
      

                    	
                      (ii)

                    	
                      If
      the Indemnitor does not elect to assume the defense of and indemnification
      for such matter, then the Indemnitee shall proceed diligently to defend
      such matter; provided, that the Indemnitee shall not settle, adjust or
      compromise such matter, or admit any Liability with respect to such
      matter, without the prior written consent of the Indemnitor, which shall
      not be unreasonably withheld or
delayed.

                    


            

             

            
              	
                       
      

                    	
                      16.2.6

                    	
                      To
      the extent that the Indemnitor makes or is required to make any
      indemnification payment to the Indemnitee, the Indemnitor shall be
      entitled to exercise, and shall be subrogated to, any rights and remedies
      (including rights of indemnity, rights of contribution and other rights of
      recovery) that the Indemnitee or any of the Indemnitee’s Affiliates may
      have against any other Person with respect to any Losses to which such
      indemnification payment is directly related, so long as none of the
      Indemnitee, the Merial Group or the I/SP Group is adversely affected
      thereby.

                    


            

             

            
              	
                       
      

                    	
                      16.2.7

                    	
                      Following
      the Closing Date, the indemnification provisions of this Section 16.2
      shall be the sole and exclusive remedy of the Indemnitees, whether in
      contract, tort or otherwise, for all matters arising under or in
      connection with this Agreement, including, without limitation, for any
      inaccuracy or breach of any representation, warranty, covenant or
      agreement set forth herein, other than with respect to indemnified Taxes
      (for which the sole and exclusive remedy shall be as set forth in Sections
      12.1 and 12.2). The foregoing will not limit the ability of any Indemnitee
      to bring a claim for fraud against any
Person.

                    


            

             

            
              	
                       
      

                    	
                      16.2.8

                    	
                      Without
      limiting the generality of the foregoing and notwithstanding anything to
      the contrary in this Agreement, each Party and its successors and assigns
      understand and agree that the indemnification obligations of
      Sanofi-Aventis and Schering-Plough under this Section 16.2 shall
      constitute the sole and exclusive remedy of the Sanofi-Aventis Indemnitees
      and Schering-Plough Indemnitees with respect to any matters or claims
      arising under Environmental Laws, and each Party and its successors and
      assigns hereby waive, and unconditionally release each of Sanofi-Aventis
      and the Sellers from, any rights and remedies that it and its successors
      and assigns may otherwise have against either Sanofi-Aventis or the
      Sellers under any Environmental Law, including, without limitation, any
      claims for contribution under CERCLA or common
  law.

                    


            

             

            
              	
                       
      

                    	
                      16.3

                    	
                      Payment
      Adjustments

                    


            

             

            
              	
                       
      

                    	
                      16.3.1

                    	
                      If
      any Taxing Authority subjects any sum paid under any indemnification
      provision in this Article 16 to any Taxes, then the Party making the
      indemnification payment shall also pay such additional amount as shall be
      required to ensure that the total amount paid, less the Tax chargeable on
      such amount (or that would be so chargeable but for the use or setoff of
      any Tax relief), is equal to the amount that would otherwise be payable
      under the relevant indemnification
provision.

                    


            

             

            
              	
                       
      

                    	
                      16.3.2

                    	
                      Payments
      by the Indemnitor pursuant to this Article 16 of any particular
      indemnification shall be limited to the amount of any indemnification that
      remains after deducting therefrom (i) any net Tax benefit actually
      realized by the Indemnitee, and (ii) any net insurance proceeds and
      any indemnity, contribution or other similar payment actually recovered by
      Indemnitee from any Third Party with respect thereto. If a payment is made
      by the Indemnitor in accordance with this Article 16, and if in a
      subsequent taxable year a net Tax benefit is realized by the Indemnitee or
      any such payment is recovered from any Third Party (that was not
      previously taken into account to reduce an amount otherwise payable by the
      Indemnitor under this Article 16), the Indemnitee shall pay to the
      Indemnitor at time of such realization or recovery the amount of such net
      Tax benefit (to the extent that the Tax benefit would have resulted in a
      reduction in the amount paid by the Indemnitor if the Tax benefit had been
      obtained in the year of such payment) or of such payment actually
      recovered from such Third Party, as the case may be. A Tax benefit will be
      considered to be realized for purposes of this Section 16.3.2 at the time
      that it is reflected on a Tax Return of the Indemnitee or any consolidated
      tax group to which the Indemnitee belongs in the form of a refund, credit
      or reduction of Taxes otherwise due and
payable.

                    


            

             

            
              	
                       
      

                    	
                      16.4

                    	
                      Payment
      of Indemnity

                    


            

             

            Any indemnification which has
become due and payable shall be paid by the Indemnitor to the relevant Person
which has actually suffered the Loss; provided that, in the event that such
payment is to be made to Merial or any of its Subsidiaries, such payment shall
be made to the relevant Person which has actually suffered the Loss or
(i) at the election of Schering-Plough in the case of a claim made pursuant
to Section 16.2.1, to Schering-Plough or (ii) at the election of
Sanofi-Aventis in the case of a claim made pursuant to Section 16.2.2, to
Sanofi-Aventis.  If a claim is made pursuant to Section 16.2.1 or
Section 16.2.2 following the Closing Date and payment for such claim is effected
by reimbursing Merial or one of its Subsidiaries in whole or in part for a Loss,
then the Cap and the Deductible applicable to payments pursuant to Section
16.2.1 or Section 16.2.2, as the case may be, by the Party against whom such
claim was made shall be reduced by the dollar amount equal to (x) the dollar
amount paid to Merial or one of its Subsidiaries with respect to of such claim,
multiplied by (y) the percentage of Merial’s then outstanding shares owned by
(a) Schering-Plough in the case of a claim made pursuant to Section 16.2.1, or
(b) Sanofi-Aventis in the case of a claim made pursuant to Section
16.2.2.

             

            
              	
                      17

                    	
                      Confidentiality

                    


            

             

            
              	
                       
      

                    	
                      17.1

                    	
                      Announcements

                    


            

             

            Pending
the Closing, no announcement or circular in connection with the existence or the
subject matter of this Agreement shall be made or issued by or on behalf of any
Party without the prior written approval of the other Parties. This shall not
affect any announcement or circular required by Law or any regulatory body or
the rules of any recognized stock exchange on which the shares of any Party are
listed, but the Party with an obligation to make an announcement or issue a
circular shall consult with the other Parties insofar as is reasonably
practicable before complying with such an obligation.

             

            Notwithstanding
the foregoing, upon the signing of this Agreement each Party shall be authorized
to make a public announcement of the transactions contemplated hereby with the
prior approval of the other Parties.

             

            
              	
                       
      

                    	
                      17.2

                    	
                      Confidentiality

                    


            

             

            
              	
                       
      

                    	
                      17.2.1

                    	
                      Each
      Party agrees that any information they or their Subsidiaries or
      Representatives receives from another Party, which receipt arises out of
      the transactions contemplated by this Agreement (the “Confidential
      Information”), shall: (a) be used solely for the purpose of
      performing the transactions contemplated by this Agreement; (b) not be
      used directly or indirectly in any way that is for competitive purposes or
      to obtain any commercial advantage with respect to such disclosing Party;
      and (c) be kept confidential by the receiving Party and its Subsidiaries
      and their Representatives and be used only for the purposes of this
      Agreement; provided, however, that any such
      Confidential Information may be disclosed only to their Representatives
      who need to know such Confidential Information. It is understood that such
      Representatives shall be informed by Sanofi-Aventis, Schering-Plough
      and/or Merck, as applicable, of the confidential nature of such
      Confidential Information and that Sanofi-Aventis, Schering-Plough and/or
      Merck, as applicable, shall be responsible for any disclosure or use made
      by their Representatives in breach of obligations under this Agreement to
      the same extent as if such disclosure or use had been made directly by
      Sanofi-Aventis, Schering-Plough and/or Merck. The obligations of
      confidentiality and non-use set forth in this Agreement shall expire five
      years after the date of this
Agreement.

                    


            

             

            
              	
                       
      

                    	
                      17.2.2

                    	
                      Sanofi-Aventis,
      Schering-Plough and/or Merck, as applicable, will as soon as practicable
      notify the other Parties of any breach of this Agreement of which they
      become aware, and will use commercially reasonable efforts to assist and
      cooperate with such other Parties in minimizing the consequences of such
      breach. If any recipient of Confidential Information or any of its
      Representatives is legally required or requested to disclose any
      Confidential Information, they will, unless otherwise prohibited by Law or
      regulation, promptly notify the other Parties of such request or
      requirement so that such Party may seek to avoid or minimize the required
      disclosure and/or obtain an appropriate protective order or other
      appropriate relief to ensure that any Confidential Information so
      disclosed is maintained in confidence to the maximum extent possible by
      the Person receiving the disclosure, or, in the other Parties’ discretion,
      to waive compliance with the provisions of this Agreement. In any such
      case, the Parties agree to cooperate and use commercially reasonable
      efforts to avoid or minimize the required disclosure and/or obtain such
      protective order or other relief. If, in the absence of a protective order
      or the receipt of a waiver hereunder, a Party is legally obligated to
      disclose any Confidential Information, they will disclose only so much
      thereof to the party compelling disclosure as they believe in good faith,
      on the basis of advice of counsel, is required by Law, and shall give the
      other Parties prior written notice of the specific Confidential
      Information that they believe they are required to disclose under such
      circumstances.

                    


            

             

            
              	
                       
      

                    	
                      17.2.3

                    	
                      All
      Confidential Information disclosed by or on behalf of any Party or its
      Affiliates shall be and shall remain the property of the disclosing
      Party.   At any time at the written request of the
      disclosing Party, the receiving Party shall destroy all originals and
      copies of all Confidential Information and shall not retain any copies,
      extracts or other reproductions in whole or in part of such Confidential
      Information. Such destruction shall be confirmed in writing to the
      disclosing party by an authorized Representative of the receiving Party.
      Notwithstanding the foregoing, the receiving Party and their external law
      firms may each retain a copy of any Confidential Information and all
      corresponding material and related documentation pertaining thereto to the
      extent retention is required by their regulatory, compliance or internal
      record retention policies, by law or regulation or in connection with any
      legal proceeding. Any Confidential Information that is not destroyed,
      including all oral Confidential Information, shall remain subject to the
      confidentiality and non-use obligations set forth in this
      Agreement.

                    


            

             

            
              	
                      18

                    	
                      Miscellaneous

                    


            

             

            
              	
                       
      

                    	
                      18.1

                    	
                      Fees
      and Expenses

                    


            

             

            Except as
otherwise provided in this Agreement, the Sellers, on the one hand, and
Sanofi-Aventis and Merial, on the other hand, shall bear their respective
expenses, costs and fees in connection with the transactions contemplated
hereby, including the preparation, execution and delivery of this Agreement, the
Transition Services Agreement and the Related Agreements and compliance herewith
and therewith, whether or not the transactions contemplated hereby shall be
consummated.

             

            
              	
                       
      

                    	
                      18.2

                    	
                      Notices

                    


            

             

            
              	
                       
      

                    	
                      18.2.1

                    	
                      Any
      notice or other communication in connection with this Agreement (each, a
      “Notice”) shall
      be:

                    


            

             

            
              	
                       
      

                    	
                      (i)

                    	
                      in
      writing in English; and

                    


            

             

            
              	
                       
      

                    	
                      (ii)

                    	
                      delivered
      by hand or by courier using an internationally recognized courier
      company.

                    


            

             

            
              	
                       
      

                    	
                      18.2.2

                    	
                      A
      Notice to Sanofi-Aventis shall be sent to Sanofi-Aventis at the following
      address, or such other Person or address as Sanofi-Aventis may notify to
      the Parties from time to time:

                    


            

             

            Sanofi-Aventis

            174
avenue de France

            75365
Paris Cedex 13

            France

            Tel: +33
(1) 53 77 40 00

            Fax: +33
(1) 53 77 43 03

            Attention:
General Counsel 


             

            With
copies to:

             

            Linklaters
LLP

            25 rue de
Marignan

            75008
Paris

            France

            Tel.: +33
(1) 56 43 56 43

            Fax: +33
(1) 43 59 41 96

            Attention:
Pierre Tourres

             

            - and
-

             

            Linklaters
LLP

            1345
Avenue of the Americas

            19th
Floor

            New York,
NY  10105

            Tel.:
(212) 903-9000

            Fax:
(212) 903-9100

            Attention:
Scott I. Sonnenblick

             

            
              	
                       
      

                    	
                      18.2.3

                    	
                      A
      Notice to the Sellers shall be sent to the Sellers at the following
      address, or such other Person or address as the Sellers may notify to the
      Parties from time to time:

                    


            

             

            Schering-Plough
Corporation

            2000
Galloping Hill Road

            Kenilworth,
NJ 07033

            Tel:
(908) 298-4000

            Fax:
(908) 298-7555

            Attention:
Thomas J. Sabatino, Jr.

             
Winston K.C. Lam

             

            With
copies to:

             

            Merck
& Co., Inc.

            One Merck
Drive

            Whitehouse
Station, NJ  08889-0100

            Tel:
(908) 423-1000

            Fax:
(908) 735-1246

            Attention:
Office of Secretary

             

            - and
-

             

            Fried,
Frank, Harris, Shriver & Jacobson LLP

            One New
York Plaza

            New York,
NY  10004

            Tel: +1
(212) 859-8000

            Fax: +1
(212) 859-4000

            Attention: 
David N. Shine

            Murray
Goldfarb

             

            
              	
                       
      

                    	
                      18.2.4

                    	
                      A
      Notice to Merial shall be sent to Merial at the following address, or such
      other Person or address as Merial may notify to the Parties from time to
      time:

                    


            

             

            Merial
Limited

            3239
Satellite Boulevard

            Duluth,
Georgia 30096

            Fax: +1
(678) 638-3886

            Attention:   Company
Secretary

             

            With a
copy to:

             

            Merial
Limited

            P.O. Box
327

            Sandringham
House

            Sandringham
Avenue

            Harlow
Business Park

            Harlow,
Essex CM19 5QA

            England

            Attention:   Assistant
Secretary

             

            
              	
                       
      

                    	
                      18.2.5

                    	
                      A
      Notice shall be effective upon receipt and shall be deemed to have been
      received at the time of delivery, provided, however, that if a Notice would
      become effective under the above provisions after 5:30 p.m. on any
      Business Day, then it shall be deemed instead to become effective at 9:30
      a.m. on the next Business Day. References in this Agreement to time are to
      local time at the location of the addressee as set out in the
      Notice.

                    


            

             

            Subject
to the foregoing provisions of this Section 18.2, in proving service of
a Notice, it shall be sufficient to prove that the envelope containing such
Notice was properly addressed and delivered by hand or courier to the relevant
address pursuant to the above provisions.

             

            
              	
                       
      

                    	
                      18.3

                    	
                      Entire
      Agreement

                    


            

             

            This
Agreement (including the Schedules hereto), the Share Purchase Agreement and the
Call Option Agreement constitute the entire agreement and supersede all prior
agreements and understandings, both written and oral, between the Parties with
respect to the subject matter hereof and thereof.

             

            
              	
                       
      

                    	
                      18.4

                    	
                      Schedules

                    


            

             

            The
disclosure of any matter in the Schedules referenced by a particular Section
shall be deemed to be disclosed with respect to any other Section as and to the
extent that the relevance of such matter to such other Section is readily
apparent on the face of such disclosure.

             

            
              	
                       
      

                    	
                      18.5

                    	
                      Amendment;
      Waivers

                    


            

             

            No
amendment, modification or discharge of this Agreement, and no waiver hereunder,
shall be valid or binding unless set forth in writing and duly executed by the
Party against whom enforcement of the amendment, modification, discharge or
waiver is sought. Any such waiver shall constitute a waiver only with respect to
the specific matter described in such writing and shall in no way impair the
rights of the Party granting such waiver in any other respect or at any other
time. Neither the waiver by any of the Parties hereto of a breach of or a
default under any of the provisions of this Agreement, nor the failure by any of
the Parties, on one or more occasions, to enforce any of the provisions of this
Agreement or to exercise any right or privilege hereunder, shall be construed as
a waiver of any other breach or default of a similar nature, or as a waiver of
any of such provisions, rights or privileges hereunder. The rights and remedies
herein provided are cumulative and are not exclusive of any rights or remedies
that any Party may otherwise have at law or in equity.

             

            
              	
                       
      

                    	
                      18.6

                    	
                      Severability

                    


            

             

            If any
provision of this Agreement, including any phrase, sentence, Section or
subsection, is inoperative or unenforceable for any reason, such circumstances
shall not have the effect of rendering the provision in question inoperative or
unenforceable in any other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative, or unenforceable
to any extent whatsoever. If any provision of this Agreement shall be adjudged
to be excessively broad as to duration, geographical scope, activity or subject,
the Parties hereto intend that such provision shall be deemed modified to the
minimum degree necessary to make such provision valid and enforceable under
applicable Law and that such modified provision shall thereafter be enforced to
the fullest extent possible.

             

            The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement,
which shall remain in full force and effect.

             

            
              	
                       
      

                    	
                      18.7

                    	
                      Counterparts

                    


            

             

            This
Agreement may be executed in several counterparts (including by facsimile or
other electronic transmission), each of which shall be deemed an original and
all of which shall together constitute one and the same instrument.

             

            
              	
                       
      

                    	
                      18.8

                    	
                      Binding
      Effect

                    


            

             

            This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective heirs, successors and permitted assigns.

             

            
              	
                       
      

                    	
                      18.9

                    	
                      Assignment

                    


            

             

            This
Agreement shall not be assignable or otherwise transferable by any Party hereto
without the prior written consent of the other Party hereto, provided that Sanofi-Aventis
may assign this Agreement to one or more of its direct or indirect Subsidiaries
provided, however, that no such assignment shall
release any Party from its obligations hereunder. Any attempted assignment in
contravention of this Clause 18.9 shall be void ab initio and of no
force and effect.

             

            
              	
                       
      

                    	
                      18.10

                    	
                      No
      Third Party Beneficiaries

                    


            

             

            Nothing
in this Agreement shall confer any rights upon any Person or entity other than
the Parties hereto and their respective heirs, successors and permitted
assigns.

             

            
              	
                       
      

                    	
                      18.11

                    	
                      Governing
      Law; Specific Performance

                    


            

             

            
              
                	
                         
      

                      	
                        18.11.1

                      	
                        
                          This
      Agreement shall be governed in all respects by, and construed in
      accordance with, the Laws of the State of New York (without giving effect
      to its principles of conflicts of laws, to the extent such principles
      would require or permit the application of the Laws of a state other than
      the State of New York), provided that the for purposes of determining
      whether a Merial MAC or I/SP MAC has occurred or whether an event
      constitutes a Merial MAC or I/SP MAC, Delaware law shall be applicable,
      without giving effect to conflicts of law principles. Any claim, action or
      dispute against any Party to this Agreement arising out of or in any way
      relating to this Agreement shall be brought in the courts of the State of
      New York located in the City and County of New York or, in the event (but
      only in the event) that such courts do not have subject matter
      jurisdiction over such claim, action or dispute, in the Federal Courts of
      the United States sitting in the State, County and City of New York. Each
      of the Parties hereby irrevocably submits to the exclusive jurisdiction of
      such courts for the purpose of any such claim, action or dispute; provided, however, that a final judgment
      in any such claim, action or dispute shall be conclusive and may be
      enforced in other jurisdictions by suit on the judgment or in any other
      manner provided by Law. Each Party irrevocably waives and unconditionally
      agrees not to assert, by way of a motion, as a defense, counterclaim or
      otherwise, in any action or proceeding with respect to this Agreement
      (i) any objection that it may ever have that the laying of venue of
      any such claim, action or dispute in any federal or state court located in
      the above-named state or city is improper, (ii) any objection that
      any such claim, action or dispute brought in any of the above named courts
      has been brought in an inconvenient forum or (iii) any claim that it
      is not personally subject to the jurisdiction of the above-named
      courts.

                        

                      


              

               

              
                
                  	
                           
      

                        	
                          18.11.2

                        	
                          
                            The
      Parties hereby agree that irreparable damage would occur in the event that
      any of their agreements, covenants, or obligations under the provisions of
      this Agreement were not performed in accordance with their specific terms
      or were otherwise breached.  Accordingly, the Parties agree
      that, in addition to any other remedies, the Parties shall be entitled to
      enforce the terms of this Agreement by a decree of specific performance
      without the necessity of proving the inadequacy of money damages as a
      remedy. The Parties hereby waive any requirement for the securing or
      posting of any bond in connection with such remedy. The Parties further
      agree that the only permitted objection that they may raise in response to
      any action for equitable relief is that it contests the existence of a
      breach or threatened breach of this
  Agreement.

                          

                        


                

              

            

             

            
              	
                      19

                    	
                      Disclosure
      Schedules

                    


            

             

            No
reference to or disclosure of any item or other matter in the disclosure
schedules shall be construed as an admission or indication that such item or
other matter is material (nor shall it establish a standard of materiality for
any purpose whatsoever) or that such item or other matter is required to be
referred to or disclosed in the disclosure schedules.  The information
set forth in the disclosure schedules is disclosed solely for the purposes of
this Agreement, and no information set forth therein shall be deemed to be an
admission by any party hereto to any third party of any matter whatsoever,
including any violation of Law or breach of any Contract.  The
disclosure schedules and the information and disclosures contained therein are
intended only to qualify and limit the representations, warranties and covenants
of the Sellers and Sanofi-Aventis, respectively, contained in this
Agreement.  Nothing in the disclosure schedules is intended to broaden
the scope of any representation or warranty contained in this Agreement or
create any covenant.  Matters reflected in the disclosure schedules
are not necessarily limited to matters required by the Agreement to be reflected
in the disclosure schedules.  Such additional matters are set forth
for informational purposes and do not necessarily include other matters of a
similar nature.

             

            
              	
                      20

                    	
                      Waiver
      of Jury Trial

                    


            

             

            Each
Party acknowledges and agrees that any controversy which may arise under this
Agreement is likely to involve complicated and difficult issues, and therefore
each Party hereby irrevocably and unconditionally waives any right such Party
may have to a trial by jury in respect of any Litigation directly or indirectly
arising out of or relating to this Agreement. Each Party certifies and
acknowledges that (i) no representative, agent or attorney of any other
Party has represented, expressly or otherwise, that such other Party would not,
in the event of Litigation, seek to enforce the foregoing waiver; (ii) each
Party understands and has considered the implications of this waiver;
(iii) each Party makes this waiver voluntarily; and (iv) each Party
has been induced to enter into this Agreement by, among other things, the mutual
waivers and certifications in this paragraph.

              

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            In Witness Whereof, the
Parties hereto have duly executed this Agreement as of the date first above
written.

             

            Sanofi-Aventis

            Represented
by [●]

             

            Merial

            Represented
by [●]

             

            Schering-Plough

            Represented
by [●]

             

            Merck

            Represented
by [●]

             

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
Exhibit
B

          

        

         

        VALUATION

         

         

        
          	
                  1

                	
                  I/SP
      Value

                


        

         

         

        
          	
                   
      

                	
                  1.1

                	
                  Reference
      information

                


        

         

        The I/SP
Enterprise Value shall be based upon the following reference
information:

         

        1.1.1            The
financial statements set forth in Clause 3.2.1(ii).

         

        1.1.2            The
most recent budget, full year estimates and long term forecasts for the I/SP
Business that will be provided during the Due Diligence Period.

         

        1.1.3            Discussions
with the management of the I/SP Business.

         

        1.1.4            Any
other relevant information made available to Sanofi-Aventis during the Due
Diligence Period.

         

        Based on
the reference information, the Parties and the Valuers shall make their own
determination of the achievability of the forecasts and shall make any necessary
adjustments (in their sole discretion) to the financial statements and budget,
full year estimates and long term forecasts to take into account a reasonable
estimate of costs to operate the I/SP Business on a stand-alone
basis.

         

        
          	
                   
      

                	
                  1.2

                	
                  Determining
      the I/SP Enterprise Value

                


        

         

        The I/SP
Enterprise Value shall be determined as of the Valuation Date in accordance with
the procedure set forth in Clause 4.1 of the Agreement using a discounted free
cash flow methodology commonly applied in financial valuations (the “I/SP Enterprise
Value”).

         

        
          	
                   
      

                	
                  1.3

                	
                  Determination
      of I/SP Contribution Value

                


        

         

        The I/SP
Contribution Value shall be determined by Schering-Plough as
follows:

         

        The
“I/SP Contribution
Value” shall be equal to:

         

        (i)        I/SP Enterprise
Value

         

        less

         

        
          	
                   
      

                	
                   (ii)

                	
                  Net
      Debt of the I/SP Business on the Contribution Reference Date (not
      including Net Debt retained by Schering-Plough or its affiliates following
      the Closing) and

                


        

         

        less

         

        
          	
                   
      

                	
                   (iii)

                	
                  Net
      Balance Sheet Liabilities of the I/SP Business on the consolidated balance
      sheet of the I/SP Business as at the Contribution Reference Date (not
      including assets and liabilities retained by Schering-Plough or its
      affiliates following the Closing) but only with respect to amounts of such
      Net Balance Sheet Liabilities that in the aggregate are in excess of $200
      million

                


        

         

        “Net Balance Sheet Liabilities”
means any balance sheet liabilities (other than without duplication, current
liabilities (but not including the current portion of environmental or
litigation liabilities), Net Debt, deferred tax liabilities, any other liabilities in respect of (x) indemnified
Taxes under the Contribution Agreement or (y) Taxes that are imposed as a result
of a Regulatory Divestiture referred to in Clause 7.3.3, and
deferred income), net of long-term investments and other assets (other than,
without duplication, current assets, inventory, deferred tax assets, fixed
assets, goodwill and other intangibles), in each case as calculated in
accordance with US GAAP.

         

        For the
avoidance of doubt, it is the intention of the Parties that with respect to the
I/SP Business, the calculation of Net Balance Sheet Liabilities shall not
reflect the adjustments for purchase accounting with respect to the
Merger.

         

        
          	
                   
      

                	
                  1.4

                	
                  Determination
      of I/SP Value

                


        

         

        The
Parties, with the assistance of their Valuers, shall determine the I/SP Value by
using the following criteria:

         

        The
“I/SP Value” shall be
equal to:

         

        (i)        I/SP Enterprise
Value

         

        less

         

        
          	
                   
      

                	
                   (ii)

                	
                  Net
      Debt of the I/SP Business on the Closing Date (not including Net Debt
      retained by Schering-Plough or its affiliates following the Closing)
      and

                


        

         

        less

         

        
          	
                   
      

                	
                   (iii)

                	
                  Net
      Balance Sheet Liabilities of the I/SP Business on the consolidated balance
      sheet of the I/SP Business as at the Closing Date (not including assets
      and liabilities retained by Schering-Plough or its affiliates following
      the Closing) but only with respect to amounts of such Net Balance Sheet
      Liabilities that in the aggregate are in excess of $200
      million.

                


        

         

         

        
          	
                  2

                	
                  Merial
      Value

                


        

         

         

        
          	
                   
      

                	
                  2.1

                	
                  Determination
      of the Merial Enterprise Value

                


        

         

        The
“Merial Enterprise
Value” shall be equal to:

         

        (i)      US$8 billion

         

        less

         

        
          	
                   
      

                	
                   (ii)

                	
                  twice
      the amount, if any, of the MAC Amount (as defined in the Share Purchase
      Agreement)

                


        

         

        less

         

        
          	
                   
      

                	
                   (iii)

                	
                  the
      amount, if any, of the Other MAC
Amount.

                


        

         

         

        
          	
                   
      

                	
                  2.2

                	
                  Determination
      of the Merial Contribution Value

                


        

         

        The
Merial Contribution Value shall be determined by Sanofi-Aventis as
follows:

         

        The
“Merial Contribution
Value” shall be equal to:

         

        (i)    Merial Enterprise
Value

         

        less

         

        
          	
                   
      

                	
                   
      (ii)

                	
                  any
      increase in Net Debt of the Merial Business between the SPA Closing Date
      (as set forth on the SPA Closing Date Balance Sheet) and the Contribution
      Reference Date

                


        

         

        or

         

        plus

         

        
          	
                   
      

                	
                   
      (iii)

                	
                  any
      decrease in Net Debt of the Merial Business between the SPA Closing Date
      (as set forth on the SPA Closing Date Balance Sheet) and the Contribution
      Reference Date

                


        

         

        less

         

        
          	
                   
      

                	
                   
      (iv)

                	
                  if
      there is an increase in the Net Balance Sheet Liabilities between the SPA
      Closing Date (as set forth on the SPA Closing Date Balance Sheet) and the
      Contribution Reference Date of more than $20 million in the aggregate, the
      amount by which such increase exceeds $20 million
  and

                


        

         

        or

         

        plus

         

        
          	
                   
      

                	
                   
      (v)

                	
                  if
      there is a decrease in the Net Balance Sheet Liabilities between the SPA
      Closing Date (as set forth on the SPA Closing Date Balance Sheet) and the
      Contribution Reference Date of more than $20 million in the aggregate, the
      amount by which such decrease exceeds $20
  million.

                


        

         

         

        
          	
                   
      

                	
                  2.3

                	
                  Determination
      of the Merial Value

                


        

         

        The
“Merial Value” shall be
equal to:

         

        (i)      the merial Enterprise
Value

         

        less

         

        
          	
                   
      

                	
                   (ii)

                	
                  any
      increase in Net Debt of the Merial Business between the SPA Closing Date
      (as set forth on the SPA Closing Date Balance Sheet) and the Closing
      Date

                


        

         

        or

         

        plus

         

        
          	
                   
      

                	
                   (iii)

                	
                  any
      decrease in Net Debt of the Merial Business between the SPA Closing Date
      (as set forth on the SPA Closing Date Balance Sheet) and the Closing
      Date

                


        

         

        less

         

        
          	
                   
      

                	
                   (iv)

                	
                  if
      there is an increase in the Net Balance Sheet Liabilities between the SPA
      Closing Date (as set forth on the SPA Closing Date Balance Sheet) and the
      Closing Date of more than $20 million in the aggregate, the amount by
      which such increase exceeds $20 million
and

                


        

         

        or

         

        plus

         

        
          	
                   
      

                	
                   (v)

                	
                  if
      there is a decrease in the Net Balance Sheet Liabilities between the SPA
      Closing Date (as set forth on the SPA Closing Date Balance Sheet) and the
      Closing Date of more than $20 million in the aggregate, the amount by
      which such decrease exceeds $20
million.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      Exhibit
C

       

      FORM
OF NEW CONFIDENTIALITY AGREEMENT

      


       

      Confidentiality
Agreement, dated as of [●] (this “Agreement”), by and among
Sanofi-Aventis ("Sanofi-Aventis"), Merck &
Co., Inc. ("Merck") and
Schering-Plough Corporation ("Schering-Plough").

       

      
        	
                1.

              	
                Reference
      is made to the Call Option Agreement, dated as of July 29, 2009 (the
      "Call Option
      Agreement"), by and among Sanofi-Aventis, Merck and Schering-Plough
      Corporation, relating to Sanofi-Aventis' option to, following completion
      of the Merger, cause the I/SP Entities to be combined with Merial as a
      result of which Sanofi-Aventis and Schering-Plough would each, directly or
      indirectly, hold 50% of the equity interests in such combined company, all
      upon and subject to the terms and conditions set forth in the Call Option
      Agreement (the “Transaction”).  Capitalized
      terms used herein and not otherwise defined shall have the meanings
      ascribed thereto in the Call Option
Agreement.

              


      

       

      
        	
                2.

              	
                This
      letter agreement (this "Agreement") is being
      entered into by and among Sanofi-Aventis, Merck and Schering-Plough in
      connection with the transactions contemplated by the Call Option
      Agreement.  Sanofi-Aventis, on the one hand, will be disclosing
      certain information relating to Merial and its Subsidiaries to
      Schering-Plough and Merck and Schering-Plough and Merck’s respective
      Representatives, and Schering-Plough and Merck, on the other hand, will be
      disclosing to Sanofi-Aventis and its Representatives certain information
      relating to the I/SP Entities and the I/SP Business.  A Party or
      Parties disclosing information hereunder to another Party or to another
      Party’s Representatives shall be "Disclosing Party" and
      the Party or Representatives of a Party receiving such Information from
      another Party or to another Party’s Representatives shall be "Receiving
      Party".

              


      

       

      
        	
                3.

              	
                As
      a condition to Receiving Party being furnished with such information,
      Receiving Party agrees to treat all Evaluation Material (as defined below)
      in accordance with the confidentiality and non-use provisions of this
      Agreement and to comply with the other terms and conditions of this
      Agreement.  The term "Evaluation Material"
  means:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                where
      either Merck and Schering-Plough is the Receiving Party, all Information
      about Merial and its Subsidiaries that is furnished to Merck,
      Schering-Plough or any of their Representatives;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                where
      Sanofi-Aventis is the Receiving Party, all Information about the I/SP
      Entities and the I/SP Business that is furnished to Sanofi-Aventis or any
      of their Representatives;

              


      

       

      including
with all copies, notes, interpretations, analyses, compilations, studies or
other documents prepared by a Receiving Party or its Representatives that
contain or reflect such material.  The term “Information” as used in this
Agreement means all information (whether made available in writing (including
through electronic media), orally, or by visual inspection and whether prepared
by Disclosing Party or its Representatives), and the term "Representatives" as used in
this Agreement means, with respect to a Person, such Person’s Affiliates and
such Person’s and its Affiliates respective directors, officers, employees,
representatives and/or agents (which includes third party advisors and legal
counsel).

       

      
        	
                4.

              	
                In
      addition, Receiving Party shall not disclose the fact that discussions or
      negotiations are taking place concerning the Transaction or any of the
      terms, conditions or other facts with respect to the Transaction,
      including the status thereof and the existence of this Agreement (except
      as required by law, regulation or other order or proceeding or advised by
      legal counsel with respect to regulatory
  approvals).

              


      

       

      
        	
                5.

              	
                The
      term "Evaluation Material" shall not include information that: (i) is
      already in Receiving Party's possession, other than as a result of an act
      or omission by Receiving Party or its Representatives in violation of this
      Agreement; or (ii) is or becomes generally available to the public other
      than as a result of an act or omission by Receiving Party or its
      Representatives in violation of this Agreement; (iii) lawfully becomes
      available to Receiving Party or its Representatives on a non-confidential
      basis from a source other than Disclosing Party or its Representatives or
      (iv) is independently developed by the Receiving Party and its
      Representatives without use of the Evaluation Material, provided that such
      source is not known by Receiving Party to be bound by a confidentiality
      agreement with, or other obligation of secrecy to Disclosing Party that
      covers such information.

              


      

       

      
        	
                6.

              	
                Receiving
      Party hereby agrees that the Evaluation Material shall: (i) be used solely
      for the purpose of evaluating the Transaction and consistent with Clause
      3.2 of the Call Option Agreement and (ii) be kept confidential by
      Receiving Party and its Representatives; provided, however, that any of
      such information may be disclosed only to its Representatives who need to
      know such information for the purpose of evaluating the
      Transaction.  It is understood that the Representatives of the
      Receiving Party shall be informed by Receiving Party of the confidential
      nature of such information and that Receiving Party shall be responsible
      for any disclosure or use made by its Representatives in breach of its
      obligations under this Agreement to the same extent as if such disclosure
      or use had been made directly by Receiving Party.  The
      obligations of confidentiality and non-use set forth in this Agreement
      shall expire five (5) years after the date of this
    Agreement.

              


      

       

      
        	
                7.

              	
                Receiving
      Party will as soon as practicable notify Disclosing Party of any breach of
      this Agreement of which it becomes aware, and will use commercially
      reasonable efforts to assist and cooperate with Disclosing Party in
      minimizing the consequences of such breach.  If Receiving Party
      or any of its Representatives are legally required or requested to
      disclose any Evaluation Material, Receiving Party will, unless otherwise
      prohibited by law or regulation, promptly notify Disclosing Party of such
      request or requirement so that Disclosing Party, as applicable, may seek
      to avoid or minimize the required disclosure and/or obtain an appropriate
      protective order or other appropriate relief to ensure that any Evaluation
      Material so disclosed is maintained in confidence to the maximum extent
      possible by the person receiving the disclosure, or, in Disclosing Party’s
      discretion, to waive compliance with the provisions of this
      Agreement.  In any such case, Receiving Party, Disclosing Party
      agrees to cooperate and use reasonable efforts to avoid or minimize the
      required disclosure and/or obtain such protective order or other
      relief.  If, in the absence of a protective order or the receipt
      of a waiver hereunder, Receiving Party or its Representatives are legally
      obligated to disclose Evaluation Material, such Person will disclose,
      without liability under this Agreement, only so much thereof to the party
      compelling disclosure as such Person believes in good faith, on the basis
      of advice of counsel, is required by law.  Receiving Party shall
      give Disclosing Party, as applicable, prior written notice of the specific
      Evaluation Material that Receiving Party or its Representative believes it
      is required to disclose under such
  circumstances.

              


      

       

      
        	
                8.

              	
                Receiving
      Party hereby acknowledges that Receiving Party is aware, and that
      Receiving Party shall advise its Representatives who are informed as to
      the matters that are the subject of this Agreement, that the securities
      laws of France and the United States prohibit any person who has received
      from an issuer material, non-public information from purchasing or selling
      securities of such issuer or from communicating such information to any
      other Person under circumstances in which it is reasonably foreseeable
      that such person is likely to purchase or sell such
      securities.

              


      

       

      
        	
                9.

              	
                Although
      Disclosing Party has endeavored to include in the Evaluation Material
      information known to it that it believes to be relevant for the purpose of
      Receiving Party's investigation, Receiving Party understands that neither
      Disclosing Party nor its Representatives made or make any representation
      or warranty as to the accuracy or completeness of the Evaluation
      Material.  Receiving Party agrees that none of Disclosing Party
      or its Representatives shall have any liability to Receiving Party or its
      Representatives resulting from the use of the Evaluation
      Material.

              


      

       

      
        	
                10.

              	
                All
      Evaluation Material (excluding notes, interpretations, compilations,
      analyses, forecasts, studies or other documents prepared by Receiving
      Party or any of its Representatives) disclosed by or on behalf of
      Disclosing Party shall be, and shall remain, the property of Disclosing
      Party.  At any time at the written request of Sanofi-Aventis,
      where Sanofi-Aventis is the Disclosing Party, and after the Destruction
      Date, where Merck or Schering-Plough is the Disclosing Party, at the
      written request of Merck and Schering-Plough, the Receiving Party shall
      use its commercially reasonable efforts destroy all originals and copies
      of all Evaluation Material and shall not retain any copies, extracts or
      other reproductions in whole or in part of such written
      material.  The “Destruction Date” is the
      earliest to occur of (a) the expiration of the Expiration Date, if the
      Contribution Agreement has not been executed or delivered on or prior to
      such Expiration Date or (b) the termination of the Contribution Agreement
      in accordance with its terms if the Contribution Agreement has been
      executed and delivered by all Parties thereto. Such destruction shall be
      confirmed in writing to the Disclosing Party by an authorized
      representative of Receiving Party.  Notwithstanding the
      foregoing, Receiving Party and its outside legal counsel may each retain a
      copy of any Evaluation Material and all corresponding material and related
      documentation pertaining thereto to the extent retention is required by
      its regulatory, compliance or internal record retention policies, by law
      or regulation or in connection with any legal proceeding.  Any
      Evaluation Material that is not destroyed, including all oral Evaluation
      Material, shall remain subject to the confidentiality and non-use
      obligations set forth in this
agreement.

              


      

       

      
        	
                11.

              	
                Neither
      this Agreement nor any terms hereof may be amended or modified except
      pursuant to an instrument in writing signed by all of the
      Parties.  No waiver of a provision of this Agreement shall be
      valid or binding unless set forth in writing and duly executed by the
      Party that will lose the benefit of such provisions as a result of such
      waiver. Any such waiver shall constitute a waiver only with respect to the
      specific matter described in such writing and shall in no way impair the
      rights of the Party granting such waiver in any other respect or at any
      other time. Neither the waiver by any of the Parties hereto of a breach of
      or a default under any of the provisions of this Agreement, nor the
      failure by any of the Parties, on one or more occasions, to enforce any of
      the provisions of this Agreement or to exercise any right or privilege
      hereunder, shall be construed as a waiver of any other breach or default
      of a similar nature, or as a waiver of any of such provisions, rights or
      privileges hereunder. The rights and remedies herein provided are
      cumulative and are not exclusive of any rights or remedies that any Party
      may otherwise have at law or in
equity.

              


      

       

      
        	
                12.

              	
                If
      any provision of this Agreement, including any phrase, sentence, clause,
      section or subsection, is inoperative or unenforceable for any reason,
      such circumstances shall not have the effect of rendering the provision in
      question inoperative or unenforceable in any other case or circumstance,
      or of rendering any other provision or provisions herein contained
      invalid, inoperative, or unenforceable to any extent whatsoever. If any
      provision of this Agreement shall be adjudged to be excessively broad as
      to duration, geographical scope, activity or subject, the Parties hereto
      intend that such provision shall be deemed modified to the minimum degree
      necessary to make such provision valid and enforceable under applicable
      law and that such modified provision shall thereafter be enforced to the
      fullest extent possible.  The invalidity or unenforceability of
      any provision of this Agreement shall not affect the validity or
      enforceability of any other provisions of this Agreement, which shall
      remain in full force and effect.

              


      

       

      
        	
                13.

              	
                This
      Agreement may be executed in several counterparts (including by facsimile
      or other electronic transmission), each of which shall be deemed an
      original and all of which shall together constitute one and the same
      instrument.

              


      

       

      
        	
                14.

              	
                This
      Agreement shall be binding upon and inure to the benefit of the Parties
      hereto and their respective heirs, successors and permitted
      assigns.  Any attempted or purported assignment in contravention
      of the preceding sentence shall be void ab initio and of
      no force and effect.

              


      

       

      
        	
                15.

              	
                This
      Agreement shall not be assignable or otherwise transferable by any Party
      hereto without the prior written consent of the other Party hereto, and
      any such attempted or purported transfer is void ab initio,
      provided that Sanofi-Aventis may assign this Agreement to one or more of
      its direct or indirect Subsidiaries provided, however, that no such
      assignment shall release any Party from its obligations
      hereunder.

              


      

       

      
        	
                16.

              	
                Nothing
      in this Agreement shall confer any rights upon any Person or entity other
      than the Parties hereto and their respective heirs, successors and
      permitted assigns.

              


      

       

      
        	
                17.

              	
                This
      Agreement shall be governed in all respects by, and construed in
      accordance with, the laws of the State of New York (without giving effect
      to its principles of conflicts of laws, to the extent such principles
      would require or permit the application of the laws of a state other than
      the State of New York).  Any claim, action or dispute against
      any Party to this Agreement arising out of or in any way relating to this
      Agreement shall be brought in the courts of the State of New York located
      in the City and County of New York or in the event (but only in the event)
      that such courts do not have subject matter jurisdiction over such claim,
      action or dispute, in the Federal Courts of the United States sitting in
      the State, County and City of New York. Each of the Parties hereby
      irrevocably submits to the exclusive jurisdiction of such courts for the
      purpose of any such claim, action or dispute; provided that a final
      judgment in any such claim, action or dispute shall be conclusive and may
      be enforced in other jurisdictions by suit on the judgment or in any other
      manner provided by law.  Each Party irrevocably waives and
      unconditionally agrees not to assert, by way of a motion, as a defense,
      counterclaim or otherwise, in any action or proceeding with respect to
      this Agreement (i) any objection that it may ever have that the laying of
      venue of any such claim, action or dispute in any federal or state court
      located in the above named state or city is improper, (ii) any objection
      that any such claim, action or dispute brought in any of the above named
      courts has been brought in an inconvenient forum or (iii) any claim that
      it is not personally subject to the jurisdiction of the above named
      courts.

              


      

       

      
        	
                18.

              	
                The
      Parties hereby agree that irreparable damage would occur in the event that
      any of its agreements, covenants, or obligations under the provisions of
      this Agreement were not performed in accordance with their specific terms
      or were otherwise breached.  Accordingly, the Parties agree
      that, in addition to any other remedies, the Parties shall be entitled to
      enforce the terms of this Agreement by a decree of specific performance
      without the necessity of proving the inadequacy of money damages as a
      remedy. The Parties hereby waive any requirement for the securing or
      posting of any bond in connection with such remedy. The Parties further
      agree that the only permitted objection that they may raise in response to
      any action for equitable relief is that it contests the existence of a
      breach or threatened breach of this
Agreement.

              


      

       

      
        	
                19.

              	
                Each
      Party acknowledges and agrees that any controversy which may arise under
      this Agreement is likely to involve complicated and difficult issues, and
      therefore each Party hereby irrevocably and unconditionally waives any
      right such Party may have to a trial by jury in respect of any litigation
      directly or indirectly arising out of or relating to this Agreement. Each
      Party certifies and acknowledges that (i) no representative, agent or
      attorney of any other Party has represented, expressly or otherwise, that
      such other Party would not, in the event of litigation, seek to enforce
      the foregoing waiver, (ii) each Party understands and has considered the
      implications of this waiver, (iii) each Party makes this waiver
      voluntarily, and (iv) each Party has been induced to enter into this
      Agreement by, among other things, the mutual waivers and certifications in
      this paragraph.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      In
witness whereof, the Parties hereto have duly executed this Agreement in three
original copies this [●] day [●].

       

      


       

      
         

        
          
            	SANOFI-AVENTIS	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By: 	
                     

                  	 	 	 	
                     

                  	 
	 	Name:	 	 	 	 	 	 	 
	 	Title:	 	 	 	 	 	 	 


          

           

           

           

          
            	By: 	
                     

                  	 	 	 	
                     

                  	 
	 	Name: 	 	 	 	 	 	 	 
	 	Title:	 	 	 	 	 	 	 


          

          
            


             

             

             

             

            
              	SCHERING-PLOUGH
      CORPORATION	 	 	MERCK & CO.,
      INC.	 
	 	 	 	 	 
	 	 	 	 	 
	By: 	
                       

                    	 	 	By: 	
                       

                    	 
	 	Name:	 	 	 	 	Name:	 	 
	 	Title:	 	 	 	 	Title:	 	 


               

            

          

        



       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      Exhibit
D

       

      ACKNOWLEDGEMENT
RECEIPT FOR PROPOSED FORM OF SHAREHOLDERS AGREEMENT

       

      


       

      [Letterhead
of Merck or Schering-Plough]

       

      To Whom
It May Concern:

       

      Reference
is made to that certain Call Option Agreement, dated as of July 29, 2009 (the
"Call Option
Agreement"), by and among Schering-Plough Corporation, Merck & Co.,
Inc. and Sanofi-Aventis. Capitalized terms defined in the Call Option Agreement
shall have the same meaning when used herein.

       

      Pursuant
to and subject to Clause 3.4 of the Call Option Agreement, Schering-Plough and
Merck hereby acknowledge receipt from Sanofi-Aventis of the proposed form of
Shareholders Agreement (it being understood that such proposed form shall not be
deemed the form of the Shareholders Agreement unless and until confirmed by all
Parties as provided by Clause 3.4.2 of the Call Option Agreement).

       

      


      Dated:  ___________________________

       

      


       

      [Schering-Plough]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       Exhibit
E

       

      CALL
NOTICE

       

      Form of the Call
Notice

       

      [Letterhead
of Sanofi-Aventis]

       

      [Notification
to be made in accordance with Clause 11.2 of the Call Option
Agreement]

       

      [Send
with copy of the Contribution Agreement to be executed]

       

       

       

                                           [●]

       

                                           [Schering-Plough
Corporation]

       

                                           [Address]

       

      


       

                                           For the attention of
[●]

       

                                           With a copy to
[●]

      


       

      


       

      
        	
                Re:

              	
                Call Option
      Agreement

              


      

       

       

      Dear
Sirs:

       

      Reference
is made to that certain Call Option Agreement, dated as of July 29, 2009 (the
"Call Option
Agreement"), by and among Schering-Plough Corporation, Merck & Co.,
Inc. and Sanofi-Aventis. Capitalized terms defined in the Call Option Agreement
shall have the same meaning when used herein.

       

      Pursuant
to and in accordance with Clause 3.5 of the Call Option Agreement,
Sanofi-Aventis hereby notifies Schering-Plough that it exercises with immediate
effect the Call Right.

       

      


       

      Yours
truly,

       

      


       

      


       

                                           SANOFI-AVENTIS

       

      
        	 	 	By:   	 	 
	 	 	Name: 	 	 
	 	 	Title: