Unassociated Document
 
As filed with the U.S. Securities and Exchange Commission on February 13, 2015
 
 Registration No.  333- 192032
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________

SANOFI
(Exact name of issuer of deposited securities as specified in its charter)

n/a
 (Translation of issuer's name into English)

France
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, Floor 12 , New York, NY, 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
 
Jez Moulding
President , North America Pharmaceuticals
Sanofi-Aventis U.S. LLC
55 Corporate Drive
Bridgewater, New Jersey 08807
Telephone: (908) 981- 5700
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
 
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York  10022
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
x immediately upon filing
o on (Date) at (Time)        
 
If a separate registration statement has been filed to register the deposited shares, check the following box. o
 
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum
aggregate price per
unit (1)
Proposed maximum
aggregate offering price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one-half of one ordinary share of SANOFI
N/A
N/A
N/A
N/A
(1)
Each unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed as Exhibit  A to the form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment to Registration Statement on Form F-6 , which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption
  
Location in Form of Receipt
Filed Herewith as Prospectus
         
1.
Name and address of depositary
  
Introductory Article
       
2.
Title of American Depositary Receipts and identity of deposited securities
  
Face of Receipt, top center
       
 
Terms of Deposit:
    
         
 
(i)
The amount of deposited securities represented by one unit of American Depositary Receipts
  
Face of Receipt, upper right corner
         
 
(ii)
The procedure for voting, if any, the deposited securities
  
Articles 15, 16 and 18
         
 
(iii)
The collection and distribution of dividends
  
Articles 4, 12, 13, 15 and 18
         
 
(iv)
The transmission of notices, reports and proxy soliciting material
  
Articles 11, 15, 16 and 18
         
 
(v)
The sale or exercise of rights
  
Articles 13, 14, 15 and 18
         
 
(vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Articles 12, 13, 15, 17 and 18
         
 
(vii)
Amendment, extension or termination of the deposit agreement
  
Articles 20 and 21
 
 
(viii)
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
  
Article 11
         
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Articles 2, 3, 4, 5, 6, 8 and 22
         
 
(x)
Limitation upon the liability of the depositary
  
Articles 14, 18, 19 and 21
         
3.
Fees and Charges
  
Articles 7 and 8
 
 
 
 
 
Item 2.  AVAILABLE INFORMATION
 
Item Number and Caption
  
Location in Form of American Depositary  
Receipt Filed Herewith as Prospectus
         
(b)
Statement that  Sanofi is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
  
Article 11
 
 
 
 
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)
Form of Deposit Agreement. Form of   Second Amended and Restated Deposit Agreement dated as of                    , 2015 among Sanofi, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement").   Filed herewith as Exhibit (a).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.  Not Applicable.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.  Not Applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.   Previously filed as Exhibit (d) to Registration Statement No. 333-192032 and incorporated herein by reference.
 
 
(e)
Certification under Rule 466.  Filed herewith as Exhibit (e).
 
Item 4.  UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on February 13, 2015.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
  
     
 
By:
JPMORGAN CHASE BANK, N.A., as Depositary
  
       
 
By:
/s/ Gregory A. Levendis  
  Name:   Gregory A. Levendis  
  Title: Executive Director  
       
 
 
 
 
 
Pursuant to the requirements of the Securities Act of 1933, SANOFI certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on February 13, 2015.
 
 
SANOFI
  
       
 
By:
/s/ Serge Weinberg
 
 
Name:  Serge Weinberg
 
 
Title:   Chief Executive Officer
  
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities and on the dates indicated:
 
Signatures
  
Title
  
Date
         
/s/ Serge Weinberg
 
Chief Executive Officer and
  
February 13, 2015
Serge Weinberg
 
Chairman (Principal Executive Officer)
    
         
/s/ Jérôme Contamine *
 
Executive Vice President, Finance
  
February 13, 2015
Jérôme Contamine
  
(Principal Financial Officer)
    
         
/s/ Laurent Gilhodes *
 
Vice President, Group Accounting and
  
February 13, 2015
Laurent Gilhodes
  
Asset Valuation (Principal Accounting
    
   
Officer)
    
         
/s/ Uwe Bicker *
 
Director
  
February 13, 2015
Uwe Bicker
        
         
/s/ Robert Castaigne *
 
Director
  
February 13, 2015
Robert Castaigne
        
         
   
Director
  
, 2015
Bonnie L. Bassler
       
         
   
Director
  
, 2015
Patrick Kron
       
         
/s/ Jean-René Fourtou *
 
Director
  
February 13, 2015
Jean-René Fourtou
        
 
 
 
 

 
         
/s/ Claudie Haigneré *
 
Director
  
February 13, 2015
Claudie Haigneré
        
         
/s/ Igor Landau *
 
Director
  
February 13, 2015
Igor Landau
        
         
/s/ Christian Mulliez *
 
Director
  
February 13, 2015
Christian Mulliez
        
         
/s/ Laurent Attal *
 
Director
  
February 13, 2015
Laurent Attal
        
         
   
Director
  
, 2015
Carole Piwnica
        
         
   
Director
  
, 2015
Fabienne Lecorvaisier
        
         
/s/ Suet-Fern Lee *
 
Director
  
February 13, 2015
Suet-Fern Lee
        
         
/s/ Klaus Pohle *
 
Director
  
February 13, 2015
Klaus Pohle
        
         
/s/ Gérard Van Kemmel *
 
Director
  
February 13, 2015
Gérard Van Kemmel
        
         
/s/ Jez Moulding
 
Authorized Representative in the
  
February 13, 2015
Jez Moulding
 
United States
    
 
           
*By: /s/ Jérôme Contamine        
Name: Jérôme Contamine        
Title: Power of Attorney        
  
 
 
 
 
INDEX TO EXHIBITS

Exhibit Number
    
     
(a)
Form of Deposit Agreement
 
     
(e)
Rule 466 Certification