In the Matter of

Hoechst AG, a corporation;
Rhône-Poulenc S.A., a corporation;
to be renamed Aventis S.A., a corporation

File No. 991-0071


The Federal Trade Commission ("Commission"), having initiated an investigation of the proposed merger between Hoechst AG ("Hoechst") and Rhône-Poulenc S.A. ("RP") into the new entity Aventis S.A. ("Aventis"), and it now appearing that Hoechst, RP and Aventis, hereinafter sometimes referred to as "Proposed Respondents," are willing to enter into this Agreement Containing Consent Order ("Consent Agreement") to divest certain assets and providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly authorized officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent Hoechst is a corporation organized, existing and doing business under and by virtue of the laws of Germany, with its office and principal place of business located at D-65926 Frankfurt am Main, Germany.

2. Proposed Respondent RP is a corporation organized, existing and doing business under and by virtue of the laws of France, with its office and principal place of business located at 25 Quai Paul Doumer, F-92408 Courbevoie, France, and to be renamed Aventis S.A. with its registered office relocated at Strasbourg (Bas-Rhin)-Espace Europeen de L'Entreprise, 67300 Schiltigheim, France after the closing of the Business Combination Agreement between Hoechst and RP dated May 20, 1999.

3. Proposed Respondents admit all the jurisdictional facts set forth in the draft of Complaint here attached.

4. Proposed Respondents waive:

a.. any further procedural steps;
b.the requirement that the Commission's Decision & Order, here attached and made a part hereof, contain a statement of findings of fact and conclusions of law;
c.. all rights to seek judicial review or otherwise to challenge or contest the validity of the Decision & Order entered pursuant to this Consent Agreement; and
d. any claim under the Equal Access to Justice Act.
5. Proposed Respondents shall submit within thirty (30) days of the date this Consent Agreement is signed by Proposed Respondents an initial report, pursuant to Commission Rule 2.33, 16 C.F.R. § 2.33, signed by Proposed Respondents, setting forth in detail the manner in which Proposed Respondents have complied and will comply with Paragraphs II, III, and V of the Decision & Order. Such report will not become part of the public record unless and until the Consent Agreement and Decision & Order are accepted by the Commission for public comment.

6. This Consent Agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this Consent Agreement is accepted by the Commission, it, together with the draft of Complaint contemplated thereby, will be placed on the public record for a period of thirty (30) days and information in respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this Consent Agreement and so notify the Proposed Respondents, in which event it will take such action as it may consider appropriate, or issue and serve its Complaint (in such form as the circumstances may require) and its Decision & Order, in disposition of the proceeding.

7. This Consent Agreement is for settlement purposes only and does not constitute an admission by Proposed Respondents that the law has been violated as alleged in the draft of Complaint here attached, or that the facts as alleged in the draft of Complaint, other than jurisdictional facts, are true.

8. This Consent Agreement contemplates that, if it is accepted by the Commission, if such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission may, without further notice, (1) issue its Complaint corresponding in form and substance with the draft of Complaint here attached and its Decision & Order containing an order to divest in disposition of the proceeding and (2) make information public with respect thereto. When so entered, the Decision & Order shall have the same force and effect, and may be altered, modified or set aside in the same manner and within the same time provided by statute for other orders. The Decision & Order shall become final upon service. Delivery of the Complaint and the Decision & Order to Proposed Respondents' United States counsel named in this Consent Agreement by any means specified in Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), shall constitute service. Proposed Respondents waive any right they may have to any other manner of service. The Complaint may be used in construing the terms of the Decision & Order, and no agreement, understanding, representation, or interpretation not contained in the Decision & Order or the Consent Agreement may be used to vary or contradict the terms of the Decision & Order.

9. By signing this Consent Agreement, Proposed Respondents represent that they can accomplish the full relief contemplated by the attached Decision & Order.

10. Proposed Respondents have read the Complaint and Decision & Order contemplated hereby. Proposed Respondents understand that once the Decision & Order has been issued, they will be required to file one or more compliance reports showing that they have fully complied with the Decision & Order. Proposed Respondents agree to comply with the terms of the Decision & Order from the date they sign this Consent Agreement. Proposed Respondents further understand that they may be liable for civil penalties in the amount provided by law for each violation of the Decision & Order after it becomes final.

11. If the Commission accepts the Consent Agreement for public comment, it will excuse Proposed Respondents from their obligation to comply with all outstanding information requests and terminate the waiting period established by Section 7A of the Clayton Act, 15 U.S.C. § 18a.

Signed this______ day of _______________, 1999.


By: Klaus Jurgen Schmieder
Member of the Board of Directors
Hoechst AG

By: Thomas Kuhlhor
Senior Attorney,
Hoechst AG

William C. Pelster
Skadden, Arps, Slate, Meagher & Flom LLP
Counsel for Hoechst

Alec Y. Chang
Skadden, Arps, Slate, Meagher & Flom LLP
Counsel for Hoechst


By: Harold F. Boardman,
Senior Vice President and
General Counsel, RPR, Inc.

Steven C. Sunshine
Shearman & Sterling
Counsel for RP


Counsel for Aventis


By:  Elizabeth A. Jex
Bureau of Competition


Ann Malester
Assistant Director
Bureau of Competition

Molly S. Boast
Senior Deputy Director
Bureau of Competition

Richard G. Parker
Bureau of Competition