Sanofi — Director's Dealing 2010

Feb 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHATTEM INC (CHTT)
CIK: 0000019520
Period of Report: 2010-02-09

Reporting Person: SANOFI-AVENTIS (10% Owner)
Reporting Person: River Acquisition Corp. (10% Owner)
Reporting Person: Sanofi-Aventis Amerique du Nord S.N.C. (10% Owner)
Reporting Person: AVENTIS INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-09	Common Stock, without par value	P	28864905	$93.50	Acquired	44622694	Indirect
2010-02-09	Common Stock, without par value	P	552321	$93.50	Acquired	45175015	Indirect
2010-02-10	Common Stock, without par value	P	300936	$93.50	Acquired	45475951	Indirect
2010-02-11	Common Stock, without par value	P	923268	$93.50	Acquired	46399219	Indirect

Footnotes

F1: Reflects shares acquired by Aventis Inc. ("Aventis") from Chattem, Inc. ("Chattem"), pursuant to the exercise of the "top-up" option provided for in the Agreement and Plan of Merger, dated as of December 20, 2009, among sanofi-aventis ("Parent"), River Acquisition Corp. (the "Purchaser") and Chattem, and subsequently contributed to the Purchaser.

F2: The shares are held by the Purchaser. The Purchaser is an indirect, wholly-owned subsidiary of Parent and a direct, wholly-owned subsidiary of Aventis. Aventis is a wholly-owned subsidiary of Sanofi-aventis Am??rique du Nord S.N.C. ("ADN"). ADN is a wholly-owned subsidiary of Parent. The shares may also be deemed to be indirectly beneficially owned by Parent, ADN and Aventis.

F3: Reflects shares purchased in a tender offer.