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Code of Ethics

sanofi-aventis o f t h e

G r o u p

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SAN-ETH-BRO-ANG-A5-10-05 2/11/05 11:24 Page Couv2

Code of Ethicssanofi-aventis

o f t h e

G r o u p

C o n t e n t s

Message from the Chairman and CEO 1

The Group and its Environment 2

Respect for Individuals 4

Confidentiality and Protection of Sensitive Information 5

Respect for Private Life and Data Protection 6

Good Commercial Practices 7

Illegal Payments and Corruption 8

Respect for the Principle of Free Competition 10

Health, Safety, and the Environment 12

Provision of Information to the Financial Markets 14

Insider Trading 15

Conflicts of Interest 16

Participation in Political and Public Life 17

Response to Official Inquiries 18

Rules Specific to the Pharmaceuticals Industry 19

Commitment of the Group and its Employees 20


M e s s a g e f r o m t h e C h a i r m a n a n d C E O

1

Respect for ethical principles and the values associated with them is the bestguarantee for harmonious and sustainable development for the sanofi-aventisGroup and for all of its employees.

This Code of Ethics was drawn up with a view to respecting every differentculture and is applicable to the entire Group throughout the world.

Local codes and procedures that might be established on these points in variouscountries must under all circumstances respect the principles contained in thisCode.

Each of us is responsible for breathing life into this Code of Ethics through andin our everyday actions.

I know I can count on you and would like to thank you for your commitment.

Jean-François DEHECQChairman and CEO

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With operations throughout the world and as one of the leaders in thepharmaceuticals industry, the sanofi-aventis Group is attempting to respond toan essential need: to maintain health by developing innovative, safe, andeffective medicines.

In a complex environment, sanofi-aventis is particularly committed to respectthe ethical principles designed to govern its activities.

T h e G r o u p a n d i t s E m p l o y e e s

Sanofi-aventis aims to combine economic and social performance. The Groupreaffirms its commitment to the values of audacity, respect, creativity, courage,solidarity, and performance. Safety and health at its employees' workplace,encouraging dialogue within the Group, training and employment, social security,and respect for private life are key issues for the Group.

These principles and commitments are reaffirmed in the Group's Social Charter.

T h e G r o u p a n d i t s S h a r e h o l d e r s

Sanofi-aventis applies the principles of corporate governance and encouragestransparency.

In accordance with the relevant rules, the Group has a duty to supply itsshareholders and the market in due time with regular, trustworthy, and relevantinformation concerning its activities, its financial performance, and its economicresults.

The work of the Group's Board of Directors is governed by a charter definingthe rights and duties of the Directors and the Board's relations with its variousspecialized committees.

T h e G r o u p a n d i t s E n v i r o n m e n t


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T h e G r o u p a n d i t s A c t i v i t i e s

Working to preserve life and health, sanofi-aventis pursues an ambitious policyto protect and ensure the safety of its industrial sites and to protect theenvironment.

Sanofi-aventis seeks to maintain a climate of mutual respect with its numerouspartners in the field of medicine, science, and commerce.

Sanofi-aventis attaches great importance to providing information to themedical and scientific community, particularly about the results of clinical trialsconducted on molecules resulting from its research and about studies on existingmedicines.

T h e G r o u p a n d t h e I n t e r n a t i o n a l C o m m u n i t y

Sanofi-aventis respects the cultural and legal environment of the countries inwhich the Group operates: • by objecting to corruption,• by complying with the rules of free competition,• by adhering to the principles of the Universal Declaration on Human Rights,• by supporting the principles of the International Labour Organization (ILO)

and the guidelines issued by the Organisation for Economic Co-operationand Development (OECD) geared to multinational enterprises,

• by promoting various international initiatives forging links between thebusiness sector and society.

Sanofi-aventis is a member of the United Nations Global Compact initiative and iscommitted to support and apply the key principles concerning human rights, labor,the environment, and fight against corruption.


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R e s p e c t f o r I n d i v i d u a l s

As an international company that respects all cultures, sanofi-aventis draws onthe diversity of its workforce and the very broad range of talents available. Inthis context, all our employees acknowledge that differences betweenemployees, business partners, suppliers, and customers are considerableadvantages that strengthen the Group's competitiveness and efficiency.

True open-mindedness and the absence of prejudices concerning other people'sviews or attitudes are a vital prerequisite for performing our work effectively.

Sanofi-aventis strives to provide a stimulating and creative working atmosphereand to establish relations based on trust with its workforce, its customers, itssuppliers, the authorities, and everyone with whom sanofi-aventis comes intocontact in the course of its activities.

All forms of discrimination for whatever cause or reason are therefore banned,as is all behavior that may compromise another person's dignity.

Sanofi-aventis ensures equal opportunities for all with respect to recruitment,training, remuneration, appointment, and professional development on thebasis of personal skills and aptitudes.


5

Con f i den t i a l i t y and P ro t e c t i on o f S ens i t i v e I n fo rma t i on

The competitive advantage of sanofi-aventis is primarily based on sensitiveinformation of a scientific, technical, or commercial nature.The Group is permanently exposed to the risks of piracy of computer files,infection with viruses, or other actions of this sort.

Passing on sensitive information to third parties, either intentionally orinadvertently, may reduce the competitiveness of sanofi-aventis; all thenecessary measures must therefore be taken to ensure that such information, inwhatever format, is protected and is stored in a safe place.

Further, passing on such information may also constitute a violation ofconfidentiality obligations signed by sanofi-aventis vis-à-vis third parties(licensors, partners within joint ventures etc.) or may lead to insider tradingoffenses (see the relevant section).It is therefore essential to ensure that sensitive information is protected and toexamine with great care any situation in which information is to be passed on outsidethe company, even in business relations already established with third parties.

Each individual has a duty to ensure that the rules in force in each of the Group'scompanies concerning the identification, dissemination, reproduction,safekeeping, and destruction of documents and of information in any otherformat, as well as specific internal and external rules on IT security are respected.

Before passing on any sensitive information to a third party, the Group's LegalDepartment must be consulted in order to determine whether it is necessary toobtain a commitment to maintain confidentiality or to take any other specificprotective measure.

It is important to notify to the Department of Safety and Financial and Asset Protection(Direction de la Sûreté et de la Sécurité Economique et Patrimoniale), the Departmentof Information Systems (Direction des Systèmes d’Information), the Legal Department(Direction Juridique), or any other relevant department of any unusual situation thatmay suggest that the protection or confidentiality of sensitive information may havebeen affected (disappearance of documents, unusual request for information,indications suggesting that information systems have been manipulated etc…).


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R e s p e c t f o r P r i v a t e L i f e a n d D a t a P r o t e c t i o n

Sanofi-aventis ensures that personal data are protected, guaranteeing anindividual right of control concerning the collection, processing, use,dissemination, and storage of such data. This applies to data on employees ofsanofi-aventis and to data on third parties with whom the company has dealings(physicians, representatives of the scientific community, patients enrolled inclinical trials etc.).

Personal data include all information and all data concerning private individualswho may be identified, either directly or indirectly, using this information.

To the extent to which legislation concerning the protection of private life andof data of a personal nature varies between different countries, and as a resultof the presence of sanofi-aventis on all the international markets, these issuesmust be dealt with on a case-by-case basis, taking account of the differentlegislation applicable. It is therefore vital to identify and examine in good timewith the relevant experts in the different countries (Legal Department, HumanResources Department) the appropriate legal and administrative issues,coordinating activities as required.

Each individual has to apply and respect the rules in force in the course of his orher activities, specifically the confidential nature of personal data, and the rulesissued by sanofi-aventis concerning the collection, processing, use,dissemination, and storage of personal data.


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G o o d C o m m e r c i a l P r a c t i c e s

Unfair commercial practices are not compatible with the values and image ofsanofi-aventis and may lead to serious civil or criminal convictions before thecourts.

Information of any nature concerning customers, suppliers, or competitors maybe obtained by legal means only. Third-party intellectual property rights(patents, know-how, trademarks etc.) must be respected under allcircumstances; all acts designed to defame a competitor, discredit his or herproducts, or harm his or her image must be ruled out.

All national and international regulations concerning relations with particularcountries or specific rules concerning the import or export of particular productsor technologies must be respected.

More generally, the Group must act in a loyal and honest manner in its dealingswith its customers, suppliers, partners, and competitors.


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I l l e g a l P a y m e n t s a n d C o r r u p t i o n

Sanofi-aventis fully adheres to the international regulations banning corruptionand illicit payments. It is impossible to overstate the enormous importance of thereputation and image of sanofi-aventis in terms of its integrity and its ethicalbusiness conduct.

The U.S. Foreign Corrupt Practices Act, the rules issued by the Organisation ofEconomic Co-operation and Development (OECD), and numerous other lawsban all acts of corruption of domestic or foreign public officials with a view toobtaining or retaining a market or to benefiting from an advantage of any otherkind.

As a result, no payment may be offered to public officials, politicians, or politicalparties, either directly or indirectly, in an attempt to influence the behavior ofany country's administration.

In its relations with its customers, suppliers, associates, and distributors, sanofi-aventis relies on the quality of the products and services it supplies and on thevalue of the goods and services that individuals and entities may supply to it. Asa result, it is strictly prohibited to make illegal payments or provide other objectsof value, gifts, loans, discounts, incur excessive hospitality expenses, or use thecompany's funds or goods in an attempt to influence a decision of whatevernature.


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The Group, its employees, and its representatives may be subject to civil orcriminal sanctions in the event of violation of the laws on corruption in businessor any similar laws. As a result, in the event of any doubt about whether or nota gift or payment is legal, it is necessary to be extremely prudent by informingand consulting those people within sanofi-aventis who can assess in full thesituation (Legal Department, Department of Audit and Internal ControlAssessment, Finance Department, Communications Department etc.) (DirectionJuridique, Direction de l’Audit et Évaluation du Contrôle Interne, DirectionFinancière, Direction de la Communication…).


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R e s p e c t f o r t h e P r i n c i p l e o f F r e e C o m p e t i t i o n

Sanofi-aventis adheres to the principle that proper functioning of the economyis based on fair and loyal exchange within the framework of open competition.

The aim of sanofi-aventis is to improve its position on the world markets byencouraging competition and relying on its portfolio of products.

Violation of anti-trust and competition laws is punishable by fines imposed onthe company and on the implicated individuals and may result in claims fordamages. In certain countries, serious violations such as illegal agreements onprice-fixing or on sharing the markets with competitors are punishable by prisonsentences for the implicated individuals.

Problems associated with competition and with anti-trust activities may ariseboth from contacts that sanofi-aventis maintains with its competitors and fromits relations with suppliers and customers.

Contacts with competitors are a particularly sensitive issue. The followingsubjects, among others, may never be addressed:

• Price-fixing: tariffs, standards, discounts, subsidies, promotion of products,duration of promotions, reductions, modalities of determining prices, creditconditions, invoicing,

• Production: capacity, increase in capacity, quality of the manufacturedproducts,

• Allocation of markets between competitors (by geographical region,customer, or type of application),

• Financial information: costs of goods and services purchased or products,profits, profit margins,


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• Marketing and product information: terms and conditions of guarantees,marketing and distribution projects, strategies / marketing,

• Intention of entering into competition or not in an invitation to tender,

• Suppliers: existing agreements with a supplier or a group of suppliers andspecific conditions of such agreements,

• Customers: existing agreements with a particular customer or group ofcustomers and specific conditions of such agreements.

With respect to certain other subjects that may lead to contacts withcompetitors, the appropriateness of such contacts must be evaluated on a case-by-case basis from a legal point of view before any action is taken, e.g.,preliminary studies for joint productions or for co-promotion or co-marketingactivities.

Suppliers must be selected with complete impartiality, avoiding such selectionbeing influenced by criteria having no relation to the supply of the products orservices concerned.

Moreover, the use of practices of a discriminatory nature toward particularcustomers or suppliers constitutes a violation of competition law rules in mostcountries.

Generally speaking, the topics mentioned above are merely examples ofsituations that may lead to problems or questions in connection withcompetition law.

It is therefore advisable to contact the Legal Department as a matter of routinebefore realizing any projects or entertaining any contacts that may potentiallyhave an impact on free competition.


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H e a l t h , S a f e t y , a n d t h e E n v i r o n m e n t

The pharmaceutical industry is one of the most challenging sectors. Humanhealth does not permit any error or approximation. This requirement forscientific and ethical stringency must prevail throughout the company.Sanofi-aventis thus pursues an ambitious policy on health, safety, and theenvironment (HSE) to ensure the safety and protect the health of its employees,optimize safety on its industrial sites, and protect the environment.

Sanofi-aventis has set up a Sustainable Development and HSE Department(Direction Développement Durable et HSE) responsible for implementing theGroup's HSE policy. This policy is based on eight guiding principles that definethe framework for action toward both the Group's employees and its externalpartners. It applies to all its activities.

• The Group's HSE policy is an integral part of its general policy.

• The Group's management and its workforce must apply this policy at alllevels, each being aware of his or her role and personal responsibility inpreventing risks of accidents, health impairments, or damage to the environment.

• Wherever it conducts its activities, the Group is committed to respecting thelaws and regulations applicable to it, implementing professional recommendationsand industrial best practices.

• Sanofi-aventis establishes management systems for safety, occupationalhealth, and environmental protection adapted to each sector. These systemsundergo regular evaluation, measuring the results obtained, defining theobjectives of progress, implementing plans of action known as PASS, andorganizing the associated controls. The process is based on information,feedback, dialogue, and training.


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• All development projects and product launches are subjected to an evaluationof the risks for safety, health, and the environment, using all of the Group'sscientific and technical knowledge, developing the best technologies available,and taking account of a product's life-cycle.

• Sanofi-aventis seeks to save natural resources and reduce the impacts ofemissions, effluents, and waste in all its industrial activities in order to preservethe natural environment.

• Sanofi-aventis aims to promote the application of rules on safety andenvironmental protection by its suppliers, co-contractors, and subcontractorsand considers compliance with these rules as a criterion by which they are tobe judged.

• Sanofi-aventis adopts a constructive attitude based on transparency anddialogue toward third parties on its HSE policy, projects, and commitments.

All employees must be aware that violation of laws and regulations concerninghealth, safety, and the environment (HSE) may be punished by heavy civil orcriminal sanctions both for individuals and for enterprises.


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P r o v i s i o n o f I n f o r m a t i o n t o t h e F i n a n c i a l M a r k e t s

Sanofi-aventis applies the principles of corporate governance and encouragestransparency.Among other things, transparency means that all public statements issued bysanofi-aventis or by its employees must be exact and complete in all respects.This principle applies not only to information contained in the company's officialfinancial statements, annual reports, reports to the stock exchange authorities,and other similar publications, but also to information publicized in whateverform (press releases, press conferences, analyst meetings, briefings by telephone,public presentations etc.).Notwithstanding the publication of the financial statements of sanofi-aventis orthe announcement of financial transactions, the public must be informed ingood time of any event likely to affect the price of sanofi-aventis stocks andshares listed on the stock exchange, including the following:• annual and quarterly financial results,• approval by the regulatory or administrative authorities of a strategic product

or a new indication,• results of clinical trials relating to a strategic product,• major interruption of manufacturing of a strategic product,• withdrawal of a strategic product,• key developments concerning particular lawsuits affecting the company.Information about such events must generally be rapidly communicated to thefinancial markets and government or administrative authorities in accordancewith a precise, legally defined order of notifications and press releases. Takingaccount of the complex nature of decisions that sometimes need to be taken,the General Management of sanofi-aventis, the committee controlling publishedinformation, and the individuals responsible for the various relevant functions(Communications, Finance Department, Investor Relations, Regulatory Affairs,and Legal Department) are the only people authorized to take decisions regardinginformation to be published and the date of its publication. In order to ensurecompliance with legal requirements on information, it is vital that the relevantdepartments within sanofi-aventis are kept informed of important events assoon as possible.Failure to comply with these provisions may not only lead to heavy finesimposed by the financial authorities, but may also damage the Group's imageand jeopardize its credibility on the financial markets.


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I n s i d e r T r a d i n g

Ideas about insider trading and the use of illegal privileged information havedeveloped considerably over the course of the past years on all the largefinancial markets.

Privileged information is currently defined as information not available to thepublic which, were it to be made public, might affect the price of a listedcompany's stock.

Current examples of privileged information include information concerningfinancial results, acquisition and divestment projects, major results of clinicaltrials, granting of marketing approval for new product, loss or gain of animportant market, or key developments in ongoing trials or lawsuits.

Generally speaking, company shares or other listed stock may not be purchasedor sold by anyone in possession of such information.

The rules concerning insider trading apply to sanofi-aventis stock and to that ofthird-party companies with which the Group is in negotiation or litigation andconcern all employees, regardless of their position within the organization.

These offenses may be punished in a number of countries by heavy criminal andadministrative sanctions for the individuals concerned.

A more detailed description of the applicable legal and regulatory rules concerning"insider trading" is available on the Group's intranet.


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C o n f l i c t s o f I n t e r e s t

When conducting their professional activities, all employees must act in the soleinterest of the Group, refraining from taking advantage of any benefit or personalinterest, either directly or indirectly, for their own account or for others.

All employees are liable to find themselves in situations in which their ownpersonal interest or that of individuals, companies or organizations to whomthey are close may conflict with the interests of the sanofi-aventis Group. In thisevent, they must decide on their own conscience, bearing in mind their duty ofloyalty toward the Group; in case of doubt, they must consult their supervisor.

All situations in which an employee acts for his or her potential or actual benefit,for him- or herself or for friends and family, are banned.

The name or image of the sanofi-aventis Group may not be used or committedfor personal interests.

A stake in a competitor, a supplier, or a customer may not be obtained without priorwritten consent from the employee's supervisor unless it involves listed stock. Thesame applies to business relations between a sanofi-aventis entity and a companyor entity outside the Group in which an employee or an employee's family memberhas a financial interest (including as a shareholder or owner of a company not listedon the stock exchange).

Employees may not accept any payment of money or an advantage of any kindother than a symbolic one from a third party that has business relations with thesanofi-aventis Group or seeks to establish such relations, and may not seek todraw profit for him- or herself or others from confidential information orbusiness opportunities of which he or she gains knowledge as an employee ofsanofi-aventis.

Employees must also strictly adhere to the regulations applicable in the variouscountries and the procedures specific to certain areas of activity, such aspurchasing and procurement.


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P a r t i c i p a t i o n i n P o l i t i c a l

a n d P u b l i c L i f e

Sanofi-aventis is a group with social responsibilities that aims to develop solelyon the basis of the quality of its products and the commitment of its teams.

Sanofi-aventis respects the individual commitment of its employees in politicalor public activities. Nevertheless, any such commitments may not affect theactivities or image of sanofi-aventis and may not in any way affect the positionof sanofi-aventis in public.

Any direct or indirect financing of political parties at a local, national, orinternational level may not be decided on by a Group employee or subsidiary,regardless of the legal or regulatory rules in the country concerned.

No employee and, more generally, no representative of sanofi-aventis isauthorized to commit the company, directly or indirectly, to support of whatevernature of a political party or to use his or her connection to sanofi-aventis inpolitical activities. None of the premises, equipment, or any other assetsbelonging to the Group may be used to conduct political activities.

All involvement by the sanofi-aventis Group or one of its subsidiaries in publicactivities is subject to prior approval by the Communications Department.


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R e s p o n s e t o O f f i c i a l I n q u i r i e s

Like all companies, sanofi-aventis may from time to time receive requests forinformation from legal authorities or various administrative or regulatorygovernment bodies (e.g., tax or environment authorities, the public prosecutor,stock exchange authorities etc.).

It is the policy of sanofi-aventis to cooperate fully with such requests forinformation or official inquiries in accordance with the applicable legislation. All contacts established with the administrative or legal authorities on suchmatters and the responses to inquiries must be made in writing and controlledby the relevant departments.

Procedures may be established to ensure regular and appropriate handling ofofficial inquiries.

In the event that an employee finds that a representative of an official authorityvisits one of the sites of sanofi-aventis to conduct an inquiry or obtaindocuments, he or she must refer the representative to his or her supervisorwithout delay and contact the Legal Department.


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Rules Speci f ic to the Pharmaceut ica ls Industry

Complete transparency and integrity in the Group's relations with its patients,the medical profession, and the public authorities, and respect for all theapplicable rules governing research and development, production, andcommercialization of pharmaceutical products must be a continual preoccupationof sanofi-aventis.

The laws and regulations in force in these areas and their implementation by theGroup are designed to guarantee patient safety and product quality and toensure that all communication on the safety, efficacy, contraindications, andprice of our products is truthful and accurate.

The slightest violation of standards in force on conducting trials or on producing,promoting, and distributing products may have harmful consequences for theGroup in its relations with patients or the medical profession, may damage itsreputation and its image, and may make the company and the implicatedindividuals liable to serious consequences under civil or criminal law.

Particular attention is paid to regulations governing trials and the production,promotion, and distribution of our products, and specifically to the following:

• Good Laboratory Practices,• Good Clinical Practices,• Good Manufacturing Practices,• side effects of medicines and communication relating to them,• labeling, prescribing information, and information for patients,• publicity and promotion, including the distribution of samples,• regulation of the price of pharmaceutical products by public authorities.


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C o m m i t m e n t o f t h e G r o u p a n d i t s E m p l o y e e s

The sanofi-aventis Group and its entire workforce shall comply with the rulesand principles set forth in this Code of Ethics.

If an employee believes in good faith that a rule or one of the principles laiddown in this Code of Ethics has been or is about to be violated, he or she mayinform his or her line manager of his or her concerns regarding possible illegalpractices or ethical violations, while respecting the rules applicable in the countryin which he or she lives or carries out his or her work. In a broader context, if an employee seeks clarification about one point oranother in the present document or if, particularly in the areas of finance,accounting or internal control, it should prove difficult to alert his or hersupervisor or appropriate action does not appear to be taken, the employee maydirectly contact the “Global Compliance / Conformité” department of theGroup's Legal Department based at the Group's headquarters in France, thecontact information of which is given below:

Phone: +33 1 53 77 41 04Fax: +33 1 53 77 49 76E-mail: [email protected]

In the United States, an external Compliance Helpline has been set up for thecompany's employees in compliance with local regulations and practices andmay be called at any time.

Phone: +1 800 648 1297

* In application of the Sarbanes-Oxley Act (Section 301), the Board of Directors of the company hasapproved a detailed early warning procedure in the areas of finance, accounting and internal control.However, in view of the position taken by the Commission Nationale Informatique et Libertés (CNIL),the French data protection authority, with regard to the establishment of such systems for thereporting of ethical violations within French companies, this detailed procedure is currently underreview in consultation with the latter and will be issued only after this process is complete.


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An employee who, in good faith, makes his or her concerns known regardingpossible illegal practices or ethical violations shall not incur sanctions of any kind.

All reports shall be investigated by the “Global Compliance / Conformité”department, which will bring in the necessary competences on a case-by-casebasis, in particular those of the Audit and Internal Control AssessmentDepartment.

In addition, an Ethics Committee has been established at sanofi-aventis.

This Committee meets regularly to monitor Group-wide application of theregulations and principles defined in this Code of Ethics, and receives reportsfrom the "Global Compliance / Conformité” department on its work.


174, avenue de France - 75013 PARIS - FRANCE - Tél. : +33 1.53.77.40.00 - Fax : +33 1.53.77.41.33 - www.sanofi-aventis.comsanofi-aventis - Siège Social : 174, avenue de France - 75013 Paris - France - S.A. au capital de 2 784 562 864 - R.C.S. Paris B 395 030 844 - Code APE 741 J


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