SHARE PURCHASE AGREEMENT

(1)

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

(2)

MERCK SH INC. , a corporation organized under the laws of Delaware (“ US Holding ”);

(3)

MERCK SHARP & DOHME (HOLDINGS) LIMITED , an English limited company organized under the laws of England and Wales (“ UK Holding ”, and together with US Holding, the “ Sellers ”);

(4)

MERCK & CO., INC. , a corporation organized under the laws of New Jersey (“ Merck ”)

(A)

Merck and Rhône-Poulenc S.A., a société anonyme organized under the laws of France (“ Rhône-Poulenc ”), entered into that certain Joint Venture Agreement, dated May 23, 1997 (the “ JV Agreement ”), in order to combine their respective animal health and poultry genetics businesses. In order to effect this combination, Merck and Rhône-Poulenc created Merial, an English private company limited by shares and a Delaware limited liability company (“ Merial ”), as the parent company of the group of companies conducting these businesses. Rhône-Poulenc changed its name to Aventis and was merged into Sanofi-Aventis on December 31, 2004;

(B)

Each of Merck and Sanofi-Aventis owns indirectly 50% of the equity interests in Merial;

(C)

Merck and Schering-Plough Corporation (“ Schering-Plough ”), a corporation organized under the laws of New Jersey, 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 merger of the other Subsidiary into Merck such that Merck is the surviving corporation in such merger and will become a wholly-owned subsidiary of Schering-Plough;

(D)

Merck has expressed an interest in selling its equity interests in Merial (the “ Merck Equity Interest ”);

(E)

As of the date hereof, the Merck Equity Interest is held by two intermediate holding companies:  (i) US Holding, a wholly owned subsidiary of Merck, owns 9,750,338 Series A – Ordinary Shares in Merial, representing 100% of the outstanding Series A – Ordinary Shares of Merial (the “ US Holding Shares ”); and (ii) UK Holding, a wholly owned subsidiary of Merck, owns 1,250,000 Series C – Cumulative Preferred Shares in Merial, representing 50% of the outstanding Series C – Cumulative Preferred Shares of Merial (the “ UK Holding Shares ” and together with the US Holding Shares, the “ Shares ”);

(F)

The Purchaser has expressed its interest in acquiring the Merck Equity Interest;

(G)

The Sellers wish to sell and the Purchaser wishes to purchase the Shares upon the terms and subject to the conditions herein contained;

(H)

Schering-Plough and its Subsidiaries are engaged in the business of discovery and development, manufacturing, marketing and sale of animal health products, including vaccines (collectively, the “ Intervet Business ”), which is operated principally through the entities specified in the Call Option Agreement (defined below) (the “ Intervet Entities ”); and

(I)

Pursuant to the terms and conditions and for the consideration described in that certain call option agreement to be entered into by and among Purchaser, Merck and Schering-Plough, Schering-Plough wishes to offer Purchaser (or its designated subsidiary) the option, and Purchaser (or its designated subsidiary) wishes to accept the option (without undertaking to exercise it), to combine all of the Intervet Business and Merial as a result of which Sanofi-Aventis and Schering-Plough would each, directly or indirectly, hold 50% of the equity interest in Merial (the “ Call Option Agreement ”).

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 4.3.1;

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

“ Agreement ” means this share purchase agreement, including the Schedules and Exhibits hereto;

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

“ Closing ” means the completion of the sale and purchase of the Merck Equity Interest pursuant to this Agreement;

“ Closing Date ” has the meaning set forth in Clause 6;

“ Competition Laws ” means the antitrust or competition laws in effect with respect to the transfer of the Shares, including in the European Union and the United States;

“ Confidential Information ” has the meaning set forth in Clause 9.2.2;

“ Confidentiality Agreement ” means the Confidentiality Agreement by and among Purchaser, Merck and Schering-Plough dated June 18, 2009;

“ Contribution Agreement ” means that certain contribution agreement to be entered into by and among Purchaser, Merial, Merck and Schering-Plough pertaining to the contribution of the Intervet Business to Merial in the event the option referred to in Recital (I) is exercised by the Purchaser;

“ Control ” means, in relation to any Person, where a Person (or Persons acting in concert) has direct or indirect control of (i) the affairs of another Person, or (ii) more than 50 percent 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) 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;

“ 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;

“ FTC ” means the 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;

“ Group Companies ” means Merial and its Subsidiaries;

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

“ Intervet Business ” has the meaning set forth in Recital (H);

“ Intervet Entities ” has the meaning set forth in Recital (H);

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

“ JV Termination Agreement ” has the meaning set forth in Clause 6.1.1;

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

“ 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;

“ MAC Amount ” has the meaning set forth in Clause 4.3.2;

“ MAC Amount Dispute Item ” has the meaning set forth in Clause 4.3.4;

“ MAC Amount Negotiation Period ” has the meaning set forth in Clause 4.3.4;

“ MAC Amount Payment ” has the meaning set forth in Clause 4.3.6;

“ MAC Arbitrators ” has the meaning set forth in Clause 4.3.1;

“ MAC Dispute Notice ” has the meaning set forth in Clause 4.3.1;

“ MAC Occurrence Negotiation Period ” has the meaning set forth in Clause 4.3.1;

“ MAC Occurrence Notice ” has the meaning set forth in Clause 4.3.1;

“ MAC Valuer ” has the meaning set forth in Clause 4.3.4;

“ Memorialization Agreements ” means the agreements listed on Schedule 9.12;

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

“ Merck Equity Interest ” has the meaning set forth in Recital (D);

“ Merger ” means the Merger Transaction contemplated by the Merger Agreement;

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

“ Merger Control Authorities ” means the European Commission, FTC, U.S. Department of Justice, or any other governmental body in the European Union with authority for approving or disapproving the transactions contemplated by this Agreement for purposes of Competition Law;

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

“ Merial Material Adverse Change ” 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 Material Adverse Change: (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 Material Adverse Change 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 (other than Merial) that would not be commercially reasonable to take in the circumstances or (ii) the failure of Sanofi-Aventis or any of its Affiliates (other than Merial) 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 of prior to the date of this Agreement that has had, or is reasonably likely to have a Merial Material Adverse Change (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 Sanofi-Aventis 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;

“ Notice ” has the meaning set forth in Clause 12.2.1;

“ 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 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;

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

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

“ Purchase Price ” has the meaning set forth in Clause 4.1;

“ Purchase Price Allocation ” has the meaning set forth in Clause 9.9;

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

“ Purchaser Material Adverse Change ” means any event, circumstance, change or effect that (i) has a material adverse effect on the ability of Purchaser to consummate the purchase and sale of the Shares and fulfill its obligations hereunder or (ii) would be reasonably likely to delay in any material respect the consummation by Purchaser of the purchase and sale of the Shares;

“ 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;

“ Rhône-Poulenc ” has the meaning set forth in Recital (A);

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

“ Schering-Plough ” has the meaning set forth in Recital (C);

“ Seller Material Adverse Change ” means any event, circumstance, change or effect that (i) has a material adverse effect on the ability of Sellers and Merck to consummate the purchase and sale of the Shares and fulfill its obligations hereunder or (ii) would be reasonably likely to delay in any material respect the consummation by Sellers and Merck of purchase and sale of the Shares;

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

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

“ Sublicense Agreement ” has the meaning set forth in Section 9.12;

“ 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;

“ Tax ”   or   “ Taxes ” means any tax, including, without limitations, income (net or gross), corporations, capital gains, gross receipts, franchise, estimated, alternative, minimum, add-on minimum, documentary, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profits, 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;

“ Tax Contest ” means any audit, hearing, proposed adjustment, arbitration, deficiency, assessment, suit, dispute, claim, proceeding or other litigation commenced, filed or otherwise initiated or convened to investigate or resolve the existence and extent of a liability for Taxes of either Seller with respect to operations of Merial or any of its Subsidiaries;

“ Tax Return ” means any report, return, statement or other written information (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied by Merial or any of its Subsidiaries to a Taxing Authority in connection with any Taxes and any amendment thereto;

“ Taxing Authority ” means any government or any subdivision, agency, commission or authority thereof, or any quasi-governmental or private body, having jurisdiction over the assessment, determination, collection or other imposition of Taxes;

“ Termination Fee ” means the Termination Fee, as defined in the Call Option Agreement;

“ Third Party ” means any Person other than Merck, the Sellers or the Purchaser and their Subsidiaries;

“ Treasury Regulations ” means the regulations promulgated under the Internal Revenue Code, as amended from time to time (including any proposed, temporary or successor regulations);

“ UK Holding ” has the meaning set forth in the Preamble;

“ UK Holding Shares ” has the meaning set forth in Recital (E);

“ US Holding ” has the meaning set forth in the Preamble;

“ US Holding Shares ” has the meaning set forth in Recital (E).

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.

3

The Transaction

3.1

Sale and Purchase of the Shares

Subject to the terms and conditions of this Agreement, and in particular the satisfaction of the conditions precedent contained in Clause 5, the Sellers agree to sell the Shares, free and clear of any Encumbrances, to the Purchaser, or to any Person the Purchaser may nominate in substitution for itself as permitted by Clause 12.8 below, and the Purchaser agrees to purchase the Shares from the Sellers.

It is expressly agreed by the Sellers that the sale of all, but not less than all, of the Shares is an essential condition for the Purchaser, who shall be entitled to refuse to fulfill its obligations in the event the Sellers are unwilling or unable to sell all of the Shares.

4

Consideration

4.1

Price

The consideration payable by the Purchaser for the purchase of the Shares shall be an amount equal to $4,000,000,000 (the “ Purchase Price ”).  The Purchase Price shall be paid to each Seller pro rata to the number of Shares it holds as Merck may direct at least three Business Days prior to Closing.

4.2

Payment on Closing

The Purchase Price shall be paid by the Purchaser to the Sellers on the Closing Date by wire transfer of immediately available funds to such bank accounts and in such amounts notified by the Sellers three Business Days prior to the Closing.

4.3

Material Adverse Change

4.3.1

If prior to the Closing Purchaser becomes aware of an event, change or circumstance arising after the date hereof that it believes constitutes a Merial Material Adverse Change, Purchaser shall notify the other Parties of such event, change or circumstance in writing as promptly as reasonably practicable (the “ MAC Occurrence Notice ”), but in any event prior to the Closing. The MAC Occurrence Notice shall contain in reasonable detail the basis for the belief that a Merial Material Adverse Change has occurred and, if possible, a good faith estimate of the MAC Amount (defined below).  If Merck disagrees with Purchaser’s determination that a Merial Material Adverse Change has occurred after the date hereof, Merck shall notify Purchaser in writing within ten Business Days of its receipt of the MAC Occurrence Notice that it disagrees that a Merial Material Adverse Change has occurred (the “ MAC Dispute Notice ”).  During the thirty day period following Purchaser’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 the Parties during the MAC Occurrence Negotiation Period shall be final and binding upon the Parties.  If the Parties 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, United States, 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 Material Adverse Change has occurred after the date hereof.  If Purchaser 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 Purchaser 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 then-prevailing AAA Complex Commercial Rules of the American Arbitration Association, as to whether a Merial Material Adverse Change has occurred after the date hereof.  Such determination shall be final and binding upon all of the Parties to this Agreement.

4.3.2

If Merck does not deliver to Purchaser a MAC Dispute Notice within ten Business Days of Merck’s receipt of a MAC Occurrence Notice, or if a final determination is made pursuant to the procedures set forth in Clause 4.3.1 hereof that a Merial Material Adverse Change has occurred after the date hereof, Merck and Purchaser shall work together in good faith in order to determine the monetary amount by which the Merial Material Adverse Change that occurred after the date hereof decreased the fair market value of the Merck Equity Interest (the “ MAC Amount ”).

4.3.3

The 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.

4.3.4

In the event that Merck and Purchaser are unable to agree on the value of the MAC Amount pursuant to Clause 4.3.2 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 Merck and Purchaser.  If Purchaser 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 Purchaser, Schering-Plough or Merck designated by the American Arbitration Association in New York, New York, United States.  Both of Purchaser and Merck shall provide the MAC Valuer with a reasonably detailed description of each item of the calculation of the 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 Purchaser 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 Purchaser 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 MAC Amount.  The MAC Valuer shall select as a resolution the position of either Purchaser 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.

4.3.5

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

4.3.6

Merck shall pay the Purchaser an amount equal to the MAC Amount as finally determined pursuant to the procedures set forth in Clause 4.3.4 (the “ MAC Amount Payment ”), if any, within 5 Business Days after the MAC Valuer’s notification pursuant to Clause 4.3.4, or if Merck and the Purchaser have mutually agreed the MAC Amount, within 5 Business Days after such agreement, by wire transfer of immediately available funds to an account designated by the Purchaser; provided, however, that if the Purchaser and Merck shall have received the MAC Valuer’s notification pursuant to Clause 4.3.4, or mutually agreed the MAC Amount prior to the Closing, the Purchase Price shall be adjusted by subtracting the MAC Amount from the Purchase Price.

4.3.7

The payment of any MAC Amount Payment by Merck to the Purchaser pursuant to the provisions of this Agreement shall be treated as an adjustment to the Purchase Price.

4.3.8

Merck undertakes to promptly inform Purchaser if, to the Knowledge of Merck, any event, change or circumstance which would be reasonably likely to constitute a Merial Material Adverse Change occurs from and after the date of this Agreement and prior to the Closing.

4.3.9

For the avoidance of doubt, the Parties hereby agree that it shall not be a condition precedent to the consummation of the transactions contemplated by this Agreement that a Merial Material Adverse Change shall not have occurred.  Notwithstanding any other provision of this Agreement, the Parties agree that (i) no assertion or claim by Purchaser that a Merial Material Adverse Change shall have occurred and/or (ii) no dispute as to the MAC Amount will prevent, impede, delay or have any other effect of any character whatsoever on the obligations of the Parties to consummate as promptly as practicable the transactions contemplated by this Agreement, including the Closing.

4.4

Termination Fee

The payment of any Termination Fee by Merck and/or Schering-Plough to Purchaser pursuant to the provisions of the Call Option Agreement shall be treated as an adjustment to the Purchase Price.

5

Conditions precedent

5.1

Conditions to obligations of each Party

The obligations of each of the Parties to consummate the purchase and sale of the Shares shall be subject to the satisfaction on or prior to the Closing Date of the following conditions:

5.1.1

Authorization of the Merger Control Authorities

5.1.2

Injunction or other court or regulatory order

5.2

Conditions to the obligations of Merck and Sellers

The obligations of each of Merck and the Sellers to consummate the purchase and sale of the Shares shall be subject to the satisfaction (or waiver by Merck and the Sellers) on or prior to the Closing Date of the following conditions:

5.2.1

Representations and warranties

5.2.2

Commitments

5.2.3

FTC

5.3

Conditions to the obligations of Purchaser

The obligations of Purchaser to consummate the purchase and sale of the Shares shall be subject to the satisfaction (or waiver by Purchaser) on or prior to the Closing Date of the following conditions:

5.3.1

Representations and warranties

Other than the representation and warranty made in Clause 7.8, the representations and warranties of the Sellers and Merck contained in Clause 7 of this Agreement shall be true and correct as of the date hereof and as of the Closing Date with the same effect as though made on such date (except for such representations and warranties that are made as of a specific date, which shall speak only as of such date), except to the extent that the failure to be so true and correct would not constitute a Seller Material Adverse Change.

5.3.2

Commitments

Sellers and Merck shall have duly performed and complied in all material respects with all agreements required by this Agreement to be performed or complied with by them prior to or on the Closing Date (other than those agreements in Clause 9.12, the compliance with which shall not be a condition to the obligations of Purchaser to consummate the purchase and sale of the Shares).

5.4

Responsibility for satisfaction

5.4.1

Each of the Parties shall use its reasonable best 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 ensure the satisfaction of the conditions set out in Clause 5.1 as promptly as practicable.

In furtherance and not in limitation of the foregoing, the Purchaser shall 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 antitrust, competition or trade regulatory requirement of applicable law 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 of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to this Agreement and (ii) otherwise taking or committing to take actions that after the Closing Date would limit Purchaser’s freedom of action with respect to, or its or their ability to retain, one or more of the businesses, product lines or assets of Purchaser, Merial and their respective Subsidiaries, 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.

5.4.2

Purchaser, Sellers, and Merck shall promptly after the date of this Agreement (and in any event within ten Business Days hereafter), make the necessary filings or other required approval processes with the Merger Control Authorities.

The Parties hereby undertake to use their reasonable best efforts to assist, and to cause the Group Companies to assist with all filings and to take all other actions necessary for the purpose of the satisfaction of the conditions set out in Clause 5.1, including by way of the provision of all necessary information for such purposes.

The Parties agree to cooperate in responding to all requests from any government, governmental, supranational or trade agency, court or other regulatory body and shall consult with each other and promptly cooperate with and provide all necessary information and assistance reasonably required by such government, agency, court or body upon being requested to do so as promptly as practicable. It is agreed that the Purchaser will not bear any costs to be incurred by the Sellers and Merck for providing the information required pursuant to this Clause 5.4.

5.5

Notice of Satisfaction

The Purchaser shall give notice to the Sellers and Merck of the satisfaction of the condition set out in Clause 5.1.1 within two Business Days of becoming aware of the same.

6

Closing

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 three Business Days after the conditions set forth in Clause 5.1 have been satisfied or waived (other than conditions that by their terms are to be satisfied at the Closing but subject to the satisfaction or waiver of such conditions), or on such other date as the Parties may agree to in writing (the “ Closing Date ”). At the Closing:

6.1.1

the Sellers shall deliver or cause to be delivered to the Purchaser:

-

the written resignation with effect from the Closing Date of all Merial’s officers, directors or committee members appointed by Merck or its Affiliates.

-

executed copies by the Sellers and Merck of the termination agreement for the JV Agreement substantially in the form attached in Exhibit A (the “ JVTermination Agreement ”) and any other agreements contemplated therein to be delivered therewith.

-

transfers of the Shares duly executed by the registered holders in favor of the Purchaser or as it may direct accompanied by the relative share certificates (or an express indemnity in a form reasonably satisfactory to the Purchaser in the case of any certificate found to be missing);

6.1.2

the Purchaser shall deliver or cause to be delivered to the Sellers:

-

executed copies by the Purchaser and Sanofi 4 of the JV Termination Agreement and any other agreements contemplated therein to be delivered therewith;

6.1.3

the Purchaser shall pay the Purchase Price as set out in Clause 4 of this Agreement; and

6.1.4

the Purchaser shall deliver to the Sellers, and the Sellers shall deliver to the Purchaser, any document they receive from a Merger Control Authority attesting to the satisfaction of the conditions set out in Clause 5.1.1 ( i.e. , clearance decisions of the Merger Control Authorities).

6.2

Breach of Closing obligations

All matters at Closing will be considered to take place simultaneously, and no delivery of any document will be deemed complete until all of the transactions and deliveries of documents required by this Agreement in order to consummate the purchase and sale of the Shares are completed, and title to the Shares shall not be transferred and the Purchaser shall have no property rights or interest in the Shares unless and until Closing actually takes place and the payment referenced in Clause 4.2 above has been made.

7

Sellers’ and Merck’s representations

The Sellers and Merck hereby make the following representations and warranties, which shall be true and correct on the date of this Agreement and, except as otherwise expressly set forth herein, on the Closing Date.

7.1

Organization, good standing and qualification

Each of the Sellers and Merck is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Sellers and Merck has the requisite cor