The Board of Directors of Zentiva recommends 
the improved Sanofi-Aventis takeover offer of CZK 1,150 in cash per share

Prague, London, October 1, 2008 - Today, Sanofi-Aventis' wholly owned subsidiary Sanofi-Aventis Europe officially announced its improved all-cash public offer of CZK 1,150 per share (the 'Improved Offer') to acquire all issued ordinary shares (including shares held in the form of global depositary shares) in the share capital of Zentiva N.V. (the 'Company' or 'Zentiva').  

Throughout the process initiated by the publication of the intention to make an offer for the Company by Anthiarose Limited on May 2, 2008, and continued by the publication of the intention to make an offer for the Company by Sanofi-Aventis Europe on June 18, 2008, the Board of Directors of Zentiva (the 'Board') have met on a frequent basis both together and amongst themselves and by committee, including with their legal and financial advisers and discussed the progress of the process and the key decisions in connection therewith. In the process the Board has given due and careful consideration to the strategic, financial and social aspects and consequences of the Improved Offer and has reviewed other alternatives available to the Company. 

On the basis of these considerations, the Board, excluding those members of the Board associated with Sanofi-Aventis Europe who have not taken part in deliberations regarding, and have received no information on, the Improved Offer, having received legal and financial advice, and taking into account the identity, certainty of financing and track record of Sanofi-Aventis Europe, certainty of execution, conditionality, the nature of the consideration, and the future plans of Sanofi-Aventis Europe with respect to the Company and its strategy, management, employees and other stakeholders, unanimously reached the conclusion that the Improved Offer is in the best interests of the Company, the shareholders and all other stakeholders of the Company.

The Board is of the opinion that the price being offered per ordinary share in the capital of the Company (including shares represented by global depositary shares) and the other terms of the Improved Offer are reasonable, in the best interest to the Company, and fair to the shareholders. In this respect, reference is made to the fairness opinion rendered by Merrill Lynch International dated September 19, 2008 which is available on the Company's website www.zentiva.cz (go to 'Investors'). With reference to all of the above, the Board fully supports the Improved Offer and unanimously recommends that the Company's shareholders accept the Improved Offer and tender their shares in the Improved Offer.

IMPORTANT NOTICES

Merrill Lynch International is acting exclusively for Zentiva in relation to the Improved Offer and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to Improved Offer.

Forward-looking Statements

This document contains 'forward-looking statements'. These forward-looking statements include all statements that are not historically known facts. They appear in a number of places throughout this document and include, but are not limited to, statements and underlying assumptions regarding Zentiva's intentions, beliefs, projections, plans, objectives, estimates, and current expectations concerning, amongst other things, Zentiva's results of operations, financial condition, liquidity, performance, prospects, growth, strategies, and the countries and industries in which Zentiva operates. Forward-looking statements are generally identified by the words 'expects,' 'anticipates,' 'believes,' 'intends,' 'estimates,' 'plans' and similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, many of which are difficult to predict and generally beyond the control of Zentiva. Forward-looking statements are not guarantees of future performance, and the actual results of Zentiva's operations, financial condition, liquidity, performance, prospects, growth, strategies, and the development of the countries and the industries in which Zentiva operates may differ materially from those described in, or suggested by, the forward-looking statements contained in this document. Other than as required by applicable law, Zentiva does not undertake any obligation to update or revise any forward-looking information or statements.

Other Important Notices

This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares or global depositary shares in Zentiva, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision. 

Recipients of this document, or any part or any copy of it, may not, directly or indirectly, take, or transmit into, or further distribute the document in, the United States, Canada, Australia, or Japan, or to any resident thereof. The distribution of this document in other jurisdictions may also be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of US, Canadian, Japanese, Australian or other securities laws.

Zentiva's ordinary shares and global depositary shares have not been and will not be registered under the US Securities Act of 1933 (the 'Securities Act') and may not be offered or sold in the US except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

For the purpose of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the 'FSMA'), any potential invitation or inducement to engage in any investment activity included within this document (which Zentiva believes there is none) is directed only at (i) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (the 'Financial Promotion Order'); (ii) persons who fall within Articles 49(2)(a) to (d) ('high net worth companies, unincorporated associations etc.') of the Financial Promotion Order; and (iii) any other persons to whom this document for the purposes of Section 21 of FSMA can otherwise lawfully be made (all such persons together being referred to as 'relevant persons'), and must not be acted on or relied upon by persons other than relevant persons. Any potential invitation or inducement to engage in any investment activity included within this document (which Zentiva believes there is none) is available only to relevant persons and will be engaged in only with relevant persons.

This document is published in both English and Czech version, however, only its English version should be considered the official one. Its Czech version is published solely for information purposes, and no representation is made and no warranty is given as to the accuracy of the Czech translation. Should there be any difference between the English and Czech version of this document, the English version shall always prevail.

NOTE FOR EDITORS

Zentiva N.V. is an international pharmaceutical company focused on developing, manufacturing and marketing modern generic pharmaceutical products. The Company has leading positions in the pharmaceutical markets in the Czech Republic, Slovakia, Romania, and Turkey and is growing rapidly in Poland, Russia, Bulgaria, Hungary, the Ukraine and the Baltic States. Zentiva's strategy is to further this growth by increasing patient access to modern medicines through primary care providers within the EU and Eastern Europe. This growth will be based on further organic development of Zentiva's existing business and through selective acquisitions, whilst maintaining profitable growth.

The Company addresses a wide range of therapeutic areas but has a particular focus on cardiovascular disorders, inflammatory conditions, pain, infections and diseases of the central nervous system and the gastrointestinal and urology fields.

The Zentiva Group employs over 6,000 people and has production sites in the Czech Republic, Slovakia, Romania, and Turkey.

Zentiva is listed on the Prague and London Stock Exchanges. Based on official notifications by shareholders to the Dutch regulator, the Company's largest shareholders are Sanofi-Aventis (24.9%), PPF Group and Generali PPF Holding B.V. acting in concert (21.6%), Fervent Holdings Limited (7.6%) and Belviport Trading Ltd. (6.1%). Zentiva's management holds 5.9% of the Company shares. Other institutional and private investors hold a combined 33.9% of Company shares.