To Be Filled in on the Blank of a Third Party

TO BE FILLED IN ON THE BLANK OF A THIRD PARTY

Third Party questionnaire and privacy notice

To be completed by Third Party

The purpose of these forms is to provide a mechanism for any Third Party that may be engaged or retained by Sanofi or any of its affiliates to:

(i)  provide relevant information to assist Sanofi in its obligations to conduct the third party due diligence process

And

(ii)  To accept our privacy notice describing how the collected personal information will be processed.

For the purpose of the questionnaire, the terms “Government Official” “Public Official" mean individuals, even working part time / as outstaff, in the following categories:

§  any officer or employee (including any person nominated or appointed to be an officer or employee) of a government or any department, agency, or instrumentality of a government (including a government-controlled enterprise);

§  any person acting in an official capacity on behalf of a government or any department, agency, or instrumentality of a government;

§  any officer or employee of a company or business owned in whole or part by a government[1];

§  any officer or employee of a public non-profit organization and / or international intergovernmental organizations such as the World Health Organization (WHO), the European Commission (EC) and the United Nations;

§  any officer or employee of a national or foreign political party or any person acting in an official capacity on behalf of a national or foreign political party; and/or

§  Any candidate for public office.

This definition includes not only persons employed directly by a Government, but also persons employed by company or business owned or controlled by governments and private persons who have responsibilities similar to those of governmental employees, such as private practitioners working as experts for governmental agencies, or teachers in state universities.

For the purpose of the questionnaire, the term “Political Official” is defined as an office in:

·  A national government

·  A national or foreign political party

·  An international government organization (UN, EU, WHO, etc)

You can refer to Sanofi Anti-Bribery Policy which is available here:

http://www.sanofi.ru/l/ru/ru/layout.jsp?scat=98AD193F-6607-4A0A-A4C5-16FB8E3B967D

You can refer to Sanofi Сode of Ethics which is available here: http://en.sanofi.com/investors/corporate_governance/code_ethics/code_ethics.aspx

To be completed by the Third Party

All questions must be completed or a written response of “not applicable” must be indicated.

1. General Information

1.1

/ Name of the entity
1.2 / Location of activity
1.3 /

Name of contact person(s):

Titles:
1.4 /

Telephone number:

E-mail address:
2. Information on the Third Party /

2.1

/ Full legal name (for company provide legal entity. For individual: first name & last name).
2.2 / Any other company or individual or name(s) under which the Third Party does business
2.3 /

Name of General Director (in full):

2.4 / Full registration address (including postal code):
2.5 / Full mailing address (including postal code):
2.6 /

Total number of employees:

2.7 / Website:
2.8 /

Nature of services to be provided to Sanofi:

o Promotion services (please, specify)/ salesforce provider
o Marketing Research services
o Commercial activities (import, export, shipping, customs broker, etc.) – please, specify
o Lobbying / advocacy / consultations (please, specify)
o Sales activities (distributor, sales agent, etc.) – please, specify
o Participation in state auctions with Sanofi products
o Provision of sponsorship package for an event
o Travel organization
o Request for grant / donation
o Clinical studies
o Other (please, specify)
3. Third Party history and profile /

3.1

/ Have the Third Party ever provided services/goods to Sanofi in the past?
o Yes o No
If yes, which entity did you work with?
Please provide a contact name

3.2

/

When was the business established?

(date of initial registration)

3.3

/

Form of business organization:

o Individual entrepreneur
o Partnership (please, specify)
o Limited liability company
o Joint-stock company (please, specify)
o Non-profit organization (please, specify)
o Other (please describe)

3.4

/

Key Personnel’s name(s)

Identify by name (in full) employees who will oversee services of a Third Party for Sanofi (hereinafter referred as Key Personal).
Identify by name (in full): owners (share-%), ultimate beneficiaries (%), management , board members (if applicable) indicating the type of connection (e.g. position)

3.5

/

Related entities: List names and addresses of a parent company, and any subsidiaries and/or affiliates, and any other companies or entities in which Third party has a controlling ownership interest (holding of >50% of voting shares (or other equivalent ownership) or authority to nominate the majority of the members of the management committee).

3.6

/

Bank information: Provide bank details (names, address and BICs of banks used by the Third party to perform its business transactions, number of accounts)

3.7

/

Size of the business: Please provide annual turnover of the Third party for the last 3 past years by years (Please state the currency)

3.8

/

Please describe experience and qualifications of a Third Party in the field of the required services, and history of success (e.g. projects performed, organized events, market share, etc).

3.9

/

Necessary licenses: Please provide a list of the Third Party existing licenses required to perform requested services for Sanofi.

3.10 /

Attach copy of your code of ethics / conduct and/or anti-bribery policy or similar code of conduct if exist

3.11 / If you have a compliance organization, please describe the structure.
3.12 / Please provide the name of the senior person in charge of compliance in the Third Party’s organization.
4. Information on Third Party’s business activities /

4.1

/ The list of country where Third Party conduct its business.
4.2 / If different, the list of countries where Third Party will perform services for Sanofi.
4.3 / Business references: list names and contact information for two or more companies for whom you provide services similar to those required by Sanofi.
5. Relationship with Government Officials /

5.1

/ Does the Third Party conduct business with government entities, departments, agencies government run hospitals or government funded entities, including physicians or pharmacists who work for government health entities?
o Yes o No
If yes please identify the government entity (ies) and the nature of Third Party’s business with them.
5.2 / Are any Key Personnel or family members or any Key Personnel (refer to section 3.4 above) or their family members a former (within the last 10 years) or current (several answers possible):
o a. Elected or appointed official, employee, agent etc. of any government agency or institution or government owned or controlled company
o  b. National or foreign political party official
o  c. Candidate for political office
o d. Office, agent or employee of a public funded or public international organization (WHO, UN, World Bank, etc.)
o e. Holding a national or international political office (either elected or appointed)
o f. Private person who has responsibilities similar to those of governmental employees, such as private practitioners working as experts for governmental agencies, or teachers in state universities
o None of the above.
If you have selected answers a., b., c., d., e. or f. please provide the full name of such persons and their positions
5.3 / Are any personnel of Third Party or staff or their family members, currently or within the past 10 years, holding a national or international political office (either elected or appointed)
o Yes o No
If yes please provide details
5.4 / Are the Key Personnel, their family members or any personnel of a Third Party or staff or their family members, currently or within the last 10 years publicly associated with the individuals referred to in section 5.2 and 5.3 (e.g. journalists, senior lobbyists) ?
o Yes o No
If yes please provide details
5.5 / If so? Do the persons mentioned in sections 5.2, 5.3 or 5.4 have authority to make or influence decisions or recommendations regarding:
o a. Pricing of Sanofi products.
o b.. Inclusion of Sanofi products in any governmental lists (e.g. EDL).
o  с. Reimbursement of Sanofi products, including via state purchases.
o  d. Purchase of Sanofi product for companies, institution, etc. (ex: WHO).
o  e. Approval or registration permits or authorization related to a Sanofi product.
o f. Any other registrations, permit, authorizations related to the Sanofi business interest.
o None of the above.
If you have selected answers a., b., c., d., e. or f. please provide details
6. Use of sub-third parties for the works / services for which contract with Sanofi is planned /

6.1

/ Do you expect to use any sub-third party to perform the required work on behalf of Sanofi?
o Yes (if yes, provide the names of such sub third parties and complete questions 6.2 to 6.9)
o No (if no, proceed to Section 7)
6.2 / In what capacity will sub third party work for you? (describe)
6.3 / Will the sub-third party interact with healthcare professionals or government officials on behalf of Sanofi?
o Yes o No
If yes please explain
6.4 / How many sub-third parties do you expect to use? / o 1 to 5
o more than 5
6.5 / What approximate percentage of the primary Third Party’s resources dedicated to the required services for Sanofi will be provided by the sub third party? / o less than 25%
o between 25- 50%
o 50 % or more
6.6 / What approximate percentage of the primary Third Party’s annual revenue will be generated by the sub-third party? / o less than 25%
o between 25- 50%
o 50 % or more
6.7 / Does the sub-third party have owners or key decision makers that are government employees / government officials?
o Yes o No
If yes, please explain.
6.8 / Is the sub third party controlled or owned in whole or in part by a government entity (holding of >50% of voting shares (or other equivalent ownership) or authority to nominate the majority of the members of the management committee).?
o Yes o No
If yes, please explain.
6.9 / Do the owner or key decision makers of the sub third party have family members who are government officials?
o Yes o No
If yes, please explain.
7. Penalties, investigations, suspensions or debarments

7.1

/ Have any employees of a Third party who will provide services to Sanofi, management, owners or agents been subject to debarments and/or professional suspensions related to bribery, money laundering, fraud or other relevant offences over the past 5 years?
o Yes o No
If yes, please provide description of the circumstances and remedial actions that have been taken.
7.2 / Have owners, management, Key Personnel or agents been involved in any criminal investigation related to bribery, money laundering, fraud or other serious offences within the past 5 years?
o Yes o No
If yes, please provide general description of the circumstances.

THIRD PARTY CERTIFICATION

I hereby certify:

·  That I’m a duly authorized representative of the company named bellow.

·  That the information I have provided is true and complete to the best of my knowledge.

·  That in connection with my company’s business with Sanofi, no officer, director, owner, agent or representative of the company has given or will give or attempt to give anything of value to government official or public official, political party or candidate for political office, or any other individual or entity, directly or indirectly for the purpose of obtaining or retaining business or gaining any improper advantage.

·  I have received Sanofi Code of Ethics, reviewed and familiarized my representatives with its contents. The Company representatives and I undertake to act in accordance with Sanofi Code of Ethics.

·  That the company is providing services in exchange for payments at a fair market value.

Signature______Date______

Typed or printed name______

Title______Company name______

Company address______

Stamp here

PRIVACY NOTICE

To be signed by Third Party

This Privacy Notice shall be an inseparable part of the 3rd Party’s Questionnaire.

For the purposes of performance of the 3rd Parties’ due diligence by SANOFI before the 3rd Party proceeds to the provision of its services to SANOFI, SANOFI shall collect the personal details of the 3rd Party’s top managers, Key Personnel, contact persons, leading specialists, agents and any other individuals cooperating with the 3rd Party (hereinafter referred to as the “Parties Concerned”). Such information will be collected by way of completion and provision of the above Third Party Questionnaire (Part1 hereof) by the 3rd Party to SANOFI and via generally available sources, such as the Internet.

Since SANOFI adheres to the principles of respecting the privacy rights and complies with all the effective laws protecting privacy, the 3rd Party is hereby notified and acknowledges that:

1.  Collection, Use and Exchange of Information

By completing the Questionnaire (Part1 hereof), the 3rd Party provides SANOFI with the personal details of the Parties Concerned for the purposes of performance of the 3rd Party’s due diligence by SANOFI. If necessary or required, part of such personal details will be confirmed with the use of any other information available to SANOFI or appointed Independent Performer of Due Diligence, or any publicly available data.

The 3rd Party hereby acknowledges that:

·  By providing SANOFI with the information contained in the Questionnaire, the 3rd Party does not violate any effective laws, including any privacy laws;

·  The 3rd Party has obtained the consents of the Parties Concerned to the provision and processing by SANOFI of the information related to such Parties Concerned.

By signing and submitting this form, the 3rd Party acknowledges and agrees to:

·  provide the Parties Concerned with a copy of this Privacy Notice;

·  that SANOFI shall not be liable for any losses that may be incurred by the 3rd Party as a result of the 3rd Party’s rejection from this procedure;

·  that SANOFI and the 3rd Party shall keep confidential the personal details of the Parties Concerned and provide for the security of the personal details of the Parties Concerned in the course of processing thereof, take the necessary legal, organizational and technical measures aimed at protecting personal data from unauthorized or incidental access thereto, destruction, change, blocking, copying, provision and/or distribution of personal data, and any other wrongful acts in relation to any personal data;