19.  Sanofi is a pharmaceutical group engaged in the research, development,  manufacture and marketing of healthcare products.  The Company's business includes two main  activities: pharmaceuticals and human vaccines.  In its pharmaceutical activity, the Company  specializes in six therapeutic areas: thrombosis, cardiovascular, metabolic disorders, oncology,  central nervous system and internal medicine.  In the human vaccines activity, the Company  offers vaccines in five areas: pediatric combination vaccines, influenza vaccines, adult and  adolescent booster vaccines, meningitis vaccines and travel vaccines.   Materially False and Misleading  Statements Issued During the Class Period   20.  The Class Period begins on February 17, 2006.  On this day, the Company issued  a press release entitled "Sanofi-aventis received from the FDA an approvable letter for  rimonabant for weight management and a non approvable letter for smoking cessation."  Therein,  the Company, in relevant part, stated:  Sanofi-aventis announced today that it has received from the U.S.  Food and Drug Administration (FDA), Division of Metabolism  and Endocrinology Products an approvable letter for rimonabant  for weight management, and from the Division of Anesthesia,  Analgesia and Rheumathology Products a non approvable letter for  smoking cessation.   Sanofi-aventis will continue to work in close collaboration with the  33.  Plaintiff brings this action as a class action pursuant to Federal Rule of Civil  Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who purchased Sanofi's  securities between February 17, 2006 and June 13, 2007, inclusive (the "Class Period") and who  were damaged thereby.  Excluded from the Class are defendants, the officers and directors of the  Company, at all relevant times, members of their immediate families and their legal  representatives, heirs, successors or assigns and any entity in which defendants have or had a  controlling interest.   34.  The members of the Class are so numerous that joinder of all members is  impracticable.  Throughout the Class Period, Sanofi's securities were actively traded on the  NYSE.  While the exact number of Class members is unknown to Plaintiff at this time and can  only be ascertained through appropriate discovery, Plaintiff believes that there are hundreds or  thousands of members in the proposed Class.  Record owners and other members of the Class  may be identified from records maintained by Sanofi or, its transfer agent and may be notified of  the pendency of this action by mail, using the form of notice similar to that customarily used in  securities class actions.   36.  Plaintiff will fairly and adequately protect the interests of the members of the  Class and has retained counsel competent and experienced in class and securities litigation.   37.  Common questions of law and fact exist as to all members of the Class and  predominate over any questions solely affecting individual members of the Class.  Among the  questions of law and fact common to the Class are:  (a)  whether the federal securities laws were violated by defendants' acts as  alleged herein;   (b)  whether statements made by defendants to the investing public during the  Class Period misrepresented material facts about the business, operations  and management of Sanofi; and   (c)  to what extent the members of the Class have sustained damages and the  proper measure of damages.   38.  A class action is superior to all other available methods for the fair and efficient  adjudication of this controversy since joinder of all members is impracticable.  Furthermore, as  the damages suffered by individual Class members may be relatively small, the expense and  burden of individual litigation make it impossible for members of the Class to individually  redress the wrongs done to them.  There will be no difficulty in the management of this action as  a class action.  40.  During the Class Period, defendants materially misled the investing public,  thereby inflating the price of Sanofi's securities, by publicly issuing false and misleading  statements and omitting to disclose material facts necessary to make defendants' statements, as  set forth herein, not false and misleading.  Said statements and omissions were materially false  and misleading in that they failed to disclose material adverse information and misrepresented  the truth about the Company, its business and operations, as alleged herein.   41.  At all relevant times, the material misrepresentations and omissions particularized  in this Complaint directly or proximately caused or were a substantial contributing cause of the  damages sustained by Plaintiff and other members of the Class.  As described herein, during the  Class Period, defendants made or caused to be made a series of materially false or misleading  statements about Sanofi's financial well-being and prospects. These material misstatements and  omissions had the cause and effect of creating in the market an unrealistically positive  assessment of Sanofi and its financial well-being and prospects, thus causing the Company's  securities to be overvalued and artificially inflated at all relevant times.  Defendants' materially  false and misleading statements during the Class Period resulted in Plaintiff and other members  of the Class purchasing the Company's securities at artificially inflated prices, thus causing the  damages complained of herein.  44.  As alleged herein, defendants acted with scienter in that defendants knew that the  public documents and statements issued or disseminated in the name of the Company were  materially false and misleading; knew that such statements or documents would be issued or  disseminated to the investing public; and knowingly and substantially participated or acquiesced  in the issuance or dissemination of such statements or documents as primary violations of the  federal securities laws.  As set forth elsewhere herein in detail, defendants, by virtue of their  receipt of information reflecting the true facts regarding Sanofi, their control over, and/or receipt  and/or modification of Sanofi's allegedly materially misleading misstatements and/or their  associations with the Company which made them privy to confidential proprietary information  concerning Sanofi, participated in the fraudulent scheme alleged herein.  Applicability of Presumption of Reliance:  Fraud On The Market Doctrine   46.  As a result of the foregoing, the market for Sanofi's securities promptly digested  current information regarding Sanofi from all publicly-available sources and reflected such  information in the price of Sanofi's securities.  Under these circumstances, all purchasers of  Sanofi's securities during the Class Period suffered similar injury through their purchase of  Sanofi's securities at artificially inflated prices and a presumption of reliance applies.  48.  Plaintiff repeats and realleges each and every allegation contained above as if  fully set forth herein.   49.  During the Class Period, defendants carried out a plan, scheme and course of  conduct which was intended to and, throughout the Class Period, did: (i) deceive the investing  public, including Plaintiff and other Class members, as alleged herein; and (ii) cause Plaintiff and  other members of the Class to purchase Sanofi's securities at artificially inflated prices.  In  furtherance of this unlawful scheme, plan and course of conduct, defendants, and each of them,  took the actions set forth herein.   51.  Defendants, individually and in concert, directly and indirectly, by the use, means  or instrumentalities of interstate commerce and/or of the mails, engaged and participated in a  continuous course of conduct to conceal adverse material information about Sanofi's financial  well-being and prospects, as specified herein.    52.    These defendants employed devices, schemes and artifices to defraud, while in  possession of material adverse non-public information and engaged in acts, practices, and a  course of conduct as alleged herein in an effort to assure investors of Sanofi's value and  performance and continued substantial growth, which included the making of, or the  participation in the making of, untrue statements of material facts and omitting to state material  facts necessary in order to make the statements made about Sanofi and its business operations  and future prospects in light of the circumstances under which they were made, not misleading,  as set forth more particularly herein, and engaged in transactions, practices and a course of  business which operated as a fraud and deceit upon the purchasers of Sanofi's securities during  the Class Period.   54.  The defendants had actual knowledge of the misrepresentations and omissions of  material facts set forth herein, or acted with reckless disregard for the truth in that they failed to  ascertain and to disclose such facts, even though such facts were available to them. Such  defendants' material misrepresentations and/or omissions were done knowingly or recklessly and  for the purpose and effect of concealing Sanofi's financial well-being and prospects from the  investing public and supporting the artificially inflated price of its securities.  As demonstrated  by defendants' overstatements and misstatements of the Company's financial well-being and  prospects throughout the Class Period, defendants, if they did not have actual knowledge of the  misrepresentations and omissions alleged, were reckless in failing to obtain such knowledge by  deliberately refraining from taking those steps necessary to discover whether those statements  were false or misleading.   56.  At the time of said misrepresentations and omissions, Plaintiff and other members  of the Class were ignorant of their falsity, and believed them to be true.  Had Plaintiff and the  other members of the Class and the marketplace known the truth regarding the problems that  Sanofi was experiencing, which were not disclosed by defendants, Plaintiff and other members  of the Class would not have purchased or otherwise acquired their Sanofi securities, or, if they  had acquired such securities during the Class Period, they would not have done so at the  artificially inflated prices which they paid.      57.  By virtue of the foregoing, defendants have violated Section 10(b) of the  Exchange Act and Rule 10b-5 promulgated thereunder.   58.  As a direct and proximate result of defendants' wrongful conduct, Plaintiff and the  other members of the Class suffered damages in connection with their respective purchases and  sales of the Company's securities during the Class Period.  59.  Plaintiff repeats and realleges each and every allegation contained above as if  fully set forth herein.   61.  In particular, each of these defendants had direct and supervisory involvement in  the day-to-day operations of the Company and, therefore, is presumed to have had the power to  control or influence the particular transactions giving rise to the securities violations as alleged  herein, and exercised the same.   Background   Violation of Section 10(b) of  The Exchange Act and Rule 10b-5  Promulgated Thereunder Against All Defendants   Violation of Section 20(a) of   The Exchange Act Against the Individual Defendants  