Common use of Submission to Jurisdiction; Appointment of Agent for Service of Process Clause in Contracts

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Company hereby (i) irrevocably designates and appoints Sanofi-Aventis, U.S. LLC, 5▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. By holding an American Depositary Share or an interest therein, Owners and Beneficial Owners each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Company hereby (i) irrevocably designates and appoints Sanofi-AventisCogency Global Inc., U.S. LLC, 51▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Depositary agrees to provide notice, in accordance with Section 7.5 of the Deposit Agreement, to the Company of any such service of process upon the authorized agent; provided, however, that any action or omission with respect to such notice shall not in any way invalidate or otherwise constitute a waiver of such service of process. The Company agrees to deliverdeliver to the Depositary, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. If for any reason the authorized agent shall cease to be available to act as such, the Company agrees to designate a new authorized agent in New York on the terms and for the purposes of this Article (27) or the Deposit Agreement and deliver to the Depositary written notice, in accordance with Section 7.5 of the Deposit Agreement, of such new authorized agent, which notice shall take effect upon the Depositary’s receipt of such notice. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. By holding an American Depositary Share or an interest therein, Owners and Beneficial Owners each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Company agrees that the federal or state courts in The City of New York shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute that may arise out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, this Receipt or the Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Company hereby (i) irrevocably designates designates, appoints and appoints Sanofi-Aventis, U.S. LLC, 5▇ ▇▇▇empowers ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇ as the Company's its authorized agent upon which process to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit suit, action or proceeding arising out brought against the Company in any federal or state court as described in the preceding sentence or in the next paragraph of this Article (23) or relating Section 7.8 of the Deposit Agreement. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of Section 7.8 of the Deposit Agreement reasonably satisfactory to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) Depositary. The Company further hereby irrevocably consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that service of process any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon said authorized agent the Agent shall be deemed in every respect effective service of process upon the Company in any such suit suit, action or proceedingproceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service). The Company agrees that the failure of the Agent to delivergive any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Company irrevocably and unconditionally waives, upon to the execution and delivery fullest extent permitted by law, any objection that it may now or hereafter have to the laying of this venue of any actions, suits or proceedings brought in any court as provided in Section 7.8 of the Deposit Agreement, a written acceptance by and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such agent of its appointment as court that any such agent. The Company further agrees to take any and all action, including the filing of suit or proceeding brought in any and all such documents and instruments, as may be necessary to continue such designation and appointment court has been brought in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in forcean inconvenient forum. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, in Section 7.5 of the Deposit Agreement and service so made shall be deemed completed five (5) days after the same shall have been so mailed. By holding an American Depositary Share or an interest therein, Owners and Beneficial Owners each irrevocably agree that any legal suit, action or proceeding against or involving The provisions of Section 7.8 of the Company or Deposit Agreement shall survive termination of the Depositary, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state resignation or federal court in New York, New York, and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to removal of the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceedingDepositary.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Company hereby (i) irrevocably designates and appoints Sanofi-AventisCorporation Service Company (CSC), U.S. LLC, 5▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇1180 Avenue of the A▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as the Company's ’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) irrevocably consents and submits to the jurisdiction of any state or federal court in the State City of New York in which any such suit or proceeding may be instituted, and (iiiii) agrees that service of process by mail upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees that the failure of such agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. If for any reason such agent shall cease to be available to act as such, the Company agrees to designate a new agent in the City of New York on the terms and for the purposes of this Section 7.06 reasonably satisfactory to the Depositary. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. By holding an American Depositary Share or an interest thereinThe Company irrevocably and unconditionally waives, Owners and Beneficial Owners each irrevocably agree that any legal suitto the fullest extent permitted by law, action or proceeding against or involving the Company or the Depositary, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which that it may now or hereafter have to the laying of venue of any such proceedingactions, suits or proceedings brought in any court as provided in this Section 7.06, and hereby further irrevocably submits and unconditionally waives and agrees not to the exclusive jurisdiction of such courts plead or claim in any such suitcourt that any such action, action suit or proceedingproceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN RECEIPTS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE AMERICAN DEPOSITARY RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY). The provisions of this Section 7.06 shall survive any termination of this Deposit Agreement, in whole or in part.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Company hereby (i) irrevocably designates and appoints Sanofi-Aventis, U.S. LLC, 5Rob▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇, ▇cting through its office at 299 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇r such other address in the Borough of Manhattan, The City of New York, as such agent shall furnish in writing to the Company's Trustee) as its authorized agent (the "Authorized Agent") upon which process may be served in any suit legal action or proceeding arising out of against it with respect to its obligations under this Indenture or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction Securities of any series, as the case may be, instituted in any federal or state or federal court in the State Borough of Manhattan, The City of New York in which by the Holder of any such suit or proceeding may be institutedSecurity, and (iii) agrees that service of process upon the Authorized Agent, together with written notice of said authorized agent service mailed or delivered to the Company, addressed as provided in Section 105, shall be deemed in every respect effective service of process upon the Company in any such suit legal action or proceeding, and the Company hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives, to the extent it may effectively do so, any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms of the Securities or of this Indenture until the appointment of a successor Authorized Agent by the Company and such successor's acceptance of such appointment. The Company agrees reserves the right to deliverappoint another person located, or with an office, in the Borough of Manhattan, The City of New York, selected in its sole discretion, as a successor Authorized Agent, and upon the execution and delivery acceptance of this Deposit Agreement, a written acceptance such appointment by such agent a successor the appointment of its appointment the prior Authorized Agent shall terminate. If for any reason the Rob▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇ases to be able to act as such agentthe Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the Company will appoint a successor Authorized Agent in accordance with the preceding sentence. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. By holding an American Depositary Share or an interest therein, Owners and Beneficial Owners each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.instruments as

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Company hereby (i) irrevocably designates Issuer agrees that the federal or state courts in The City of New York shall have jurisdiction to hear and appoints Sanofi-Aventisdetermine any suit, U.S. LLC, 5▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, as the Company's authorized agent upon which process may be served in any suit action or proceeding arising and to settle any dispute that may arise out of or relating to in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this AgreementDeposit Agreement and, (ii) consents and for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Issuer hereby irrevocably designates, appoints and empowers ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Issuer in any federal or state or federal court as described in the State preceding sentence or in the next paragraph of this Section 7.8. If for any reason the Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in New York in which any such suit or proceeding may be instituted, on the terms and (iii) for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and agrees that service of process any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof upon said authorized agent the Agent shall be deemed in every respect effective service of process upon the Company Issuer in any such suit, action or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service). The Issuer agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Issuer irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.8, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by proceeding brought in any such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment court has been brought in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in forcean inconvenient forum. In the event the Company Issuer fails to continue such designation and appointment in full force and effect, the Company Issuer hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company Issuer at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. By holding an American Depositary Share or an interest therein, Owners and Beneficial Owners each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out The provisions of or based upon this Section 7.8 shall survive termination of this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state resignation or federal court in New York, New York, and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to removal of the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceedingDepositary.