Sanofi — Director's Dealing 2010

Feb 12, 2010

SEC Form 3 — Initial Statement of 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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, without par value	15757789	Indirect

Footnotes

F1: Reflects shares purchased in a tender offer.

F2: The shares are held by River Acquisition Corp. (the "Purchaser"). The Purchaser is an indirect wholly-owned subsidiary of sanofi-aventis ("Parent") and a direct wholly-owned subsidiary of Aventis Inc. ("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.