schering-plough standards

• 1. Standards of Global Business Practices Version August 2007

2. August 2007 Dear Colleagues:Together, we have accomplished enormous positive change in our Company since we first issued our Standards of Global Business Practices in September of 2004. This transformation has been driven by our people, aligned around a new, high-performance way of working. At the center of our culture is operating with business integrity.Business integrity means doing the right thing. It starts with following the letter and spirit of the law, as well as the letter and spirit of our own policies and procedures. But it also means following our own moral compass to do what is right, even when the rules are not clear. It means seeking advice when there is any doubt about what is right to do.This booklet and the other elements of Schering-Ploughs Global Compliance and Business Practices program are designed to give colleagues the knowledge they need to do their jobs in full compliance with the law and Company policies. All colleagues can be confident that whenever they do the right thing, they will receive the Companys full support.However, this booklet and our Global Compliance and Business Practices program are only guides. Ultimately, it is the responsibility of Schering-Plough colleagues, individually and collectively, to do the right thing.Please read the booklet carefully. In addition to describing a number of important compliance laws and policies, it offers examples of some business integrity questions that you may face. However, it is not designed to answer every possible question that might arise. If you have questions about how the Standards apply to your responsibilities or a specific situation, seek advice from your manager or a member of the Global Compliance and Business Practices, Global Law or Global Human Resources departments. You can also contact any Executive Management Team member. Our signatures represent our Standards of Global Business Practices intranet site: commitment to the Standards of Global Business Practices and all the elements of http://standards.us.schp.com/ Leading with Integrity.Sincerely, Global Compliance and Executive Management Team Business Practices departmentSchering-Plough Corporation 2000 Galloping Hill Road Kenilworth, N.J. 07033-0530Integrity Action Line U.S.: 1-866-SPCORP-1 Integrity Action Line International: AT&T U.S.A. Direct Service > 678-250-7535 > 8441569585 > 2309 3. TABLE OF CONTENTS INTRODUCTION TO THE STANDARDS OF GLOBAL BUSINESS PRACTICES 2 THE STANDARDS IN OUR WORKPLACE 8Equal Treatment 9Discrimination/Harassment-Free Work Environment 9Safety, Health and Security 10Drug and Alcohol Abuse 12 THE STANDARDS IN THE MARKETPLACE 14Marketing Integrity 15U.S. Healthcare Laws 16Gifts and Entertainment 17Bribery and Corruption 18International Trade 20Competition and Antitrust Laws 21Competitive Intelligence 23Unfair Business Practices 24Information Privacy and Security 25Scientific Integrity 26Product Quality and Patient Safety 27Animal Welfare 28 THE STANDARDS IN OUR BUSINESS 32Books and Record Keeping 33Records Management 35Company Assets 36Company Computers and Software 36Confidential Information, Intellectual Property and Proprietary Information of Others 38Conflicts of Interest and Corporate Opportunities 41Trading on Inside Information 43 THE STANDARDS IN OUR COMMUNITIES AND THE PUBLIC 46Protecting the Environment 47Media and Public Inquiries 48Political Activity and Lobbying 49Investigations 5054 UPHOLDING THE STANDARDS56 RAISING CONCERNS AND SEEKING ADVICE61 ACKNOWLEDGEMENT63 INDEX The Standards do not alter the terms and conditions of your employment. Rather,they help each of us to know what is expected of us to make sure we always actwith integrity. 4. Introduction to the Standards of Global Business Practices 5. INTRODUCTION TO THE STANDARDS OF GLOBAL BUSINESS PRACTICESinsurers. Special laws to regulate business practices, pricing and Introduction to the Standards ofprice reporting may be in place to protect the people who use our products and to assure the money that pays for them is properly Global Business Practices spent. Promotional and pricing practices that are accepted or common in other industries may not be acceptable or lawful in our industry. The Standards demonstrate our commitment to Lead with Integrity What are the Standards of Global Business Practices? in our highly regulated business. The Standards of Global Business Practices are Schering-Ploughs guide to Company policies and the legal requirements that governWhy does Schering-Plough need the Standards? how we conduct business around the world. They are the foundation People often feel that publication of a business practices code of our commitment to business integrity. The Standards explain implies that employers do not trust their employees. Nothing is many of the basic rules that apply to our businesses and the further from the truth here at Schering-Plough. Our colleagues personal responsibilities each of us has to speak up if we ever worldwide come to work every day to do a good job in the right see something that doesnt seem right. way. The Standards are both a statement of, and guide to, our shared way of working with integrity and in full compliance with the law. The The Standards are not a stand-alone document. They work together Standards also are designed to comply with the requirements of the with, and support, our Vision, Mission, Values, and Leader Behaviors. New York Stock Exchange, where Schering-Plough stock is listed. Business Integrity, a Leader Behavior, is the cornerstone on which the Standards are built. Focusing on applying all the Leader Behaviors is Who should follow the Standards? important to achieving compliance. The Standards apply to all officers, full and part-time colleagues of Schering-Plough, and all subsidiaries worldwide. Temporary workers, The Standards are in some cases values based and in others rules vendors, agents and consultants worldwide, while working for or based, but all are designed to help assure that compliance with laws, representing Schering-Plough, must also adhere to the Standards regulations and Company policy become part of our operational DNA. and should consult them for guidance when acting on behalf of the The Standards are not intended to describe every detail of every law, Company. The Board of Directors is subject to the Schering-Plough regulation or Company policy that may apply to you. To learn more Corporation Board of Directors Code of Business Conduct and Ethics, about applicable laws, regulations or Company policies, see the (available at www.schering-plough.com) which is consistent with additional resources identified throughout the Standards with the , the Standards and is in accordance with the requirements of the ask your manager, the Global Law department, Global Human New York Stock Exchange. Resources department or your local Compliance Officer. You may also contact the Integrity Action Line which is described more fully Where do the Standards apply? on page 56. A complete listing of Company policies is available to you on the Company intranet at http://corporatepolicy.us.schp.com/. The Standards apply globally, in every location Schering-Plough conducts business. However, application of the Standards may How do the Standards relate to our role in healthcare?vary in different countries, due to local business practices or a need to comply with local laws and regulations. We work in a unique industry healthcare that is regulated differently from other industries in most countries in which we What laws apply to me? do business. First, our products affect the health and safety of people and animals. Second, medicines are bought or their cost is The Standards establish principles for business conduct applicable reimbursed by the government in many countries, or by third party throughout Schering-Plough, regardless of location. The Standards are23 6. INTRODUCTION TO THE STANDARDS OF GLOBAL BUSINESS PRACTICESavailable in many languages and Schering-Plough attempts to provide Enforcing Company policy by monitoring colleague compliance and examples applicable to colleagues at all locations. Where differencesimplementing appropriate discipline for misconduct. exist as the result of local customs, norms, laws or regulations, you Supporting colleagues who in good faith raise concerns regarding must apply either the Standards or local requirements whicheverpotential misconduct. sets the highest standard of behavior. Because Schering-Plough isCan the policies summarized in the Standards be waived? incorporated in the United States, colleagues outside the United States may also be subject to certain U.S. laws and regulations. If questions Waivers of the policies summarized in the Standards are an exception arise about what law or rule applies, you should consult your manager, and will only be granted in special circumstances. the Global Law department, Global Human Resources department or your local Compliance Officer. You should also consult a colleague fromSchering-Plough will waive a policy only where: one of these departments if you do not understand portions of the Circumstances warrant granting a waiver, Standards in the context of a local regulation or custom. Such waiver would not permit illegal or unethical conduct, and There are appropriate controls over the particular situation. What are my individual responsibilities? You are responsible for knowing and following all the laws, regulationsWaivers for colleagues will be made only with the approval of the and Company policies that apply to your job and level of responsibility. Senior Vice President, Global Compliance and Business Practices. You also have the obligation to seek advice when needed, to raiseWaivers of any of the provisions of the Standards for corporate officers concerns and to report suspected or known violations of law, may be made only by the Business Practices Oversight Committee regulation or Company policy. There are many more regulations andof the Board of Directors after receiving the recommendation of the policies that may apply to your specific position than can be coveredSenior Vice President, Global Compliance and Business Practices. in this booklet, and it is your responsibility to take all appropriate Waivers relating to the CEO, CFO and Controller will require approval opportunities for training offered to you by your manager. (Dependingof the Audit Committee of the Board of Directors. Such waivers, if on your role, examples of policies for various operations include Good granted, will be promptly disclosed as required by law, regulation Clinical Practices, Good Laboratory Practices, Good Manufacturingand New York Stock Exchange rules. Practices and Internal Controls over Financial Reporting.) If you know or have a suspicion that something is not right, seek help or advice How do I use The Standards? immediately. Use the resources described in these Standards yourThe Standards consist of: manager, the Global Law department, Global Human Resources This Introduction; department or your local Compliance Officer. You may also call the Four substantive sections that cover policies and legal requirements Integrity Action Line to find an answer or raise a concern.relating to conduct in the Workplace, in the external Marketplacewhere we sell our products, in our internal Business operations, and What are managements responsibilities?in the Communities where we operate; Managers have a responsibility to set the right example to Lead A brief but important section, Upholding the Standards, that offers with Integrity. The obligations of each Schering-Plough manager undersome common sense tips for applying the Standards; these Standards include: A section offering guidance in effectively Raising Concerns and Informing the people who work for him or her about Seeking Advice regarding any compliance or integrity issues that Company policies.arise; and, Ensuring that the people who report to him or her have adequate An Acknowledgement that we each must read and understand the knowledge and resources to take appropriate action.matters contained in this Booklet.4 5 7. INTRODUCTION TO THE STANDARDS OF GLOBAL BUSINESS PRACTICESIn the four substantive sections, key policies and legal requirements are simply stated, and followed by a review of what this means to each colleague. References are made to Company policies and other internal resources where appropriate and are identified with the . The Standards In Our Workplace Q&As are also included to give real-world examples of many of the topics discussed.If you have a compliance or integrity question, use the Standards as a guide. Begin by asking yourself the Questions to Ask listed in the box below. Use the Table of Contents and the Index to locate the issue about which you seek clarification or guidance. Reread the applicable section carefully. Think about the tips offered in Upholding the Standards. Finally, if you are still having difficulty resolving the issue, refer to the Raising Concerns and Seeking Advice section for further guidance. Whenever possible, the best place to start is with your manager. QUESTIONS TO ASK Asking yourself these questions can help determine if a course of action demonstrates Leading with Integrity: Am I following my own moral compass? Are my actions legal? Am I acting in accordance with the Standards? Would failing to act make the situation worse, or allow a wrong to continue? How would this look on the front page of a newspaper? What would those outside the Company our customers, the people in the communities where we work, and the general public think about these actions? Is it right? If the answers to any of these questions raise doubts in your mind, you should seek assistance and resolve the concern before taking action. 6 8. THE STANDARDS In Our Workplace Q&AEqual Treatment The Standards In Our WorkplaceSchering-Plough is committed to adiverse workplace that is free from Discrimination/Harassment-discrimination. Free Work Environment Leading with Integrity in our workplace means applying ourQ. My department is very diverse. Leader Behaviors to build a workplace that is safe, professional This means: My manager refers to our group and that promotes teamwork, high performance, diversity and Recruiting, hiring, training, as the United Nations and has a trust. Hostility, harassment, unwelcome sexual advances and otherpromoting and other employmentnickname for each of us based on unprofessional conduct are wrong and undermine what we strive for. actions will take place without regardour national origin. Although We especially need to listen carefully to colleagues and respect she thinks this is cute, it makesto a persons race, color, religion, what we hear. Leading with Integrity, and earning the trust of our all of us feel uncomfortable.gender, sexual orientation, gender colleagues, creates a productive working environment.What should we do?identity, national origin, age, disability,marital or military status, or any otherA. Your manager should be This means we are committed to:made aware that her use oflegally protected characteristic. Treating all colleagues with honesty, fairness and respect.nicknames based on national Offering reasonable accommodations Providing equal employment opportunities for all colleagues. origin is creating a negative workto colleagues with disabilities, asenvironment. You or your group Promoting a positive work environment, free of harassmentnecessary.may address this issue with her if or other discriminatory conduct.you are comfortable doing so but Promoting diversity, cooperation, teamwork, and trust. Equal Treatment Policy C-124.you are not obligated to confront Protecting the safety and health of all colleagues.Your local Human Resourcesher yourself. You or your group Maintaining a workplace free from the effects of drug or representative can answer yourcan bring it to the attention of alcohol abuse. questions about how the policyanother manager or Humanapplies in the country whereResources. You may also contactyou work. the Integrity Action Line. Discrimination/Harassment-FreeWork EnvironmentSchering-Plough is committed toproviding a workplace free of unlawfuldiscrimination or harassment and will nottolerate discrimination or harassment byor toward employees or non-employeeswith whom the Company has a business,service or professional relationship.Unlawful harassment does not just referto sexual harassment, but to all forms ofverbal, physical or visual behavior wherethe purpose or effect is to create8 9 9. THE STANDARDS In Our WorkplaceQ&A Q&A an offensive, hostile or intimidating excellence in safety and health environment.performance as an essential element of every activity or process and as a Q. I am a sales representative. Safety, Health and Security shared business value that must not This means: Every time I call on oneQ. I have been asked by a Jokes, slurs and other remarksbe compromised. A safe and healthy particular physician in mycolleague to perform a task that are about race, color, religion, work environment also means a secure territory, he comments on how that I believe may be unsafe. gender, sexual orientation, genderworkplace free from violence. Acts nice I look and asks me when IWhat should I do? identity, national origin, age, of violence, threats, threatening and will agree to have dinner with A. The first thing you should disability, marital or military status, malicious behavior, intimidation or any him. I have been able to handle do is discuss your specific safety or any other legally protectedother form of workplace violence will this by jokingly telling him that concerns about the task with it is not appropriate but hecharacteristic are never appropriatenot be tolerated. your manager. You should ask doesnt seem to be getting theat Schering-Plough. whether the specific hazards of message. What should I do? Unwelcome sexual advances orThis means: the task have been identified A. The Companys Workplacerequests for sexual favors do not Creating an atmosphere whereand evaluated, and what controls Discrimination/Harassment belong in the workplace.safety, health, environmental are in place for your protection. policy, protects colleagues Verbal remarks or unwanted physical excellence and coaching among If, after discussing your concerns from discrimination and/orconduct that interfere with another colleagues on safe work practices with your manager, you are harassment from any source, persons work performance or that are encouraged and valued.still not comfortable with including our customers. An performing the proposed task create an intimidating, hostile, or Complying with all applicable laws, occasional, general comment you should contact a higher level offensive working environment haveregulations and other requirements such as your new outfit is nice of management, the Global no place at Schering-Plough and willdesigned to protect safety and health. or I like your new haircut mayHuman Resources department, not be tolerated. Encouraging the active participation of be acceptable under certain or your local safety professional all colleagues in safety and health circumstances. However, for further advice. You may If you observe or experience anyefforts and initiatives. repetitive comments like thesealso contact the Integrity form of harassment, report it to your Ensuring that each colleague is aware and repeated requests for a dateAction Line. manager, your local Human Resources of the potential hazards in their work may lead to a hostile work environment. You can tell the representative, or an Equal Employmentenvironment and is qualified to physician that his comments Opportunity representative within Globalperform his/her duties. are making you uncomfortableStaffing & Diversity. You may also Bringing any unsafe acts or conditions but you are not required to contact the Integrity Action Line. including threats or intimidation confront him. You should report to the attention of a manager, a local this to your manager, your localWorkplace Discrimination/Safety and Health Representative, Human Resources representativeHarassment Policy C-106. your local Human Resource or the Integrity Action Line. representative or Global Safety and Environmental Affairs. You may also Safety, Health and Security contact the Integrity Action Line. Schering-Plough is committed to providing a safe, healthy and secureSafety, Health and Environmental workplace for colleagues, contractorsManagement Policy C-170; and visitors. The Company regardsPrevention of Violence in theWorkplace Policy C-160.1011 10. THE STANDARDS In Our WorkplaceQ&ADrug and Alcohol AbuseOur work requires clear thinking andthe ability to react quickly. Being under Drug and Alcohol AbuseThe Standards In the Marketplacethe influence of alcohol or drugs, or Q. A fellow colleague hasimproperly using medication, diminishes recently been coming back froma colleagues ability to perform and can lunch with slurred speech. Shecompromise the safety and well-being seems somewhat impaired and Iof fellow colleagues and the public. worry that she may be drinking at lunch or using drugs. I am fearful that if I confront her orThis means: tell anyone, this may cause a Selling, purchasing, possessing or scene. What should I do? using any illegal drug is prohibited. Using legally purchased or doctor- A. If the colleague has an alcohol or drug problem, she prescribed drugs is permitted, but could be compromising her ownonly if they do not negatively affect and other colleagues safety, as job performance. well as her ability to perform on Reporting to work unimpaired by the job. If you feel that sufficientalcohol and remaining sober while on evidence exists to indicate thatduty or on Company property. Alcohol she is under the influence ofmay be permitted on Company drugs or alcohol while at work,property in certain Schering-Plough you are obligated to report it.facilities under certain limited You can speak to your manager,circumstances. However, this is not or your local Human Resourcestrue of all locations or operations. representative. You may alsoCheck with your manager to see if contact the Integrity Action Line.alcohol is permitted at your location. If you observe that another colleaguesperformance on the job is impaired dueto the use of alcohol, drugs or othersubstances, or that another colleagueis using alcohol or illegal substances onCompany property, notify a member ofmanagement, your Human Resourcesrepresentative, or your local HealthServices office if one exists. You mayalso contact the Integrity Action Line.Substance Abuse Policy C-157. 12 11. THE STANDARDS In the MarketplaceQ&A Marketing Integrity The Standards In the Marketplace We are committed to the truthful and accurate communication of scientificMarketing Integrity information about our products and Remaining competitive in the face of all the laws and regulations Q. Can I hire hard-to-see doctors services to healthcare professionals that apply globally to our business may seem like a dauntingfor a consultant meeting so that I (defined as individual physicians can ensure I have time with them challenge. By Leading with Integrity in the Marketplace we make or nurses authorized to prescribe,to promote my products? the task manageable. Knowing the laws and regulations that apply physician practices, and pharmacists), to our operations is important. But even more important is knowingA. No. Doctors may only be veterinarians, patients, the general that each of us is expected to do what is right at all times. Leading hired to provide necessary public and other customers. Inservices to Schering-Plough. with Integrity means doing what is right for Schering-Plough and our marketing our products, our interactionsThese arrangements can never customers. with these various customers will be used in an effort to induce, comply with the laws of the countries influence or reward a healthcare This means we are committed to: professional for using any where these contacts take place. Providing innovative products, product delivery systems and Schering-Plough product or as technology solutions to our customers. a way to build a relationship with This means: Marketing products honestly, in accordance with laws, or to gain access to the healthcare Schering-Plough does not buy regulations and regional or local marketing codes.professional. business; that is, we do not offer Not making illegal payments to government officials, or offering anything of value to our customers or accepting questionable gifts or entertainment. Q. A doctor told me she was in order to induce or retain business. Following foreign trade control, customs, and anti-boycott laws.interested in prescribing our A healthcare professionals service Competing vigorously, while complying with all laws protectingproducts. Then she asked me if may only be obtained for soundSchering-Plough could sponsor competition and the integrity of the marketplace. business reasons, unrelated toher to an upcoming international Gathering competitive intelligence legally and ethically. any purchases by that healthcareCongress. Can we pay for her Ensuring individual privacy by keeping personal information professional, and only for fair registration fees and travel-related confidential. expenses? market price. Acting responsibly in our relationships with healthcare Promotional messages must alwaysA. No. While it is appropriate professionals, patients, academics, collaborators, governments, be within label, truthful and fairlyin certain countries for Schering- regulatory entities, customers, suppliers and vendors. balanced that is why promotionalPlough to support a healthcare Ensuring that all our activities including research, development, professional in his or her medical materials are subject to a promotional manufacturing, marketing, sales and distribution of human drugs or scientific education by sponsoring review process. (including drug samples), animal care products, and consumer the healthcare professional to healthcare products meet or exceed the requirements ofattend medical or scientificGlobal Marketing Policy C-100. You applicable laws and regulations worldwide.programs organized by thirdshould always check to see if there Respecting the welfare of animals.parties, such support may notis a local marketing policy for your be made on the basis of, or tobusiness unit or country. Many encourage, prescribing Schering-times, the laws governing ourPlough products.marketing interactions will varyfrom country to country. 1415 12. THE STANDARDS In the MarketplaceQ&A Business gifts or meals should be U.S. Healthcare Lawsinfrequent. Both the United States federal government and many state Gifts, meals and entertainment governments in the United States have enacted laws to prevent,Gifts and Entertainmentmay be provided or accepted in the detect and punish healthcare fraud and abuse. These laws includeQ. I recently met with anormal course of business as long the Federal Civil False Claims Act, the Federal Program Fraud Civil potential vendor to evaluateas they: Remedies Act and similar state laws. Under these laws, false or their services to perform work Involve persons with whom fraudulent claims submitted to the government for payment oron a large project. I mentioned Schering-Plough has or may have reimbursement of healthcare expenses are subject to the payment to them that my son was a fan of business; of damages and punishable by substantial fines and penalties. The their local football team. Several Are reasonable and consistent with days later, I received tickets for an federal False Claims Act and some state False Claims Acts also applicable laws and with accepted upcoming game from this vendor, include provisions under which individual citizens with evidence of ethical standards and local in appreciation for considering fraud against the government may file whistleblower suits on the business practices; their company as a candidate. governments behalf to recover the lost funds. If a whistleblower suit Can I accept these tickets from Are of modest value and properly is successful, the person who filed it may receive a portion of the vendor? recorded in Company records so whatever money the government recovers. These laws also prohibit they could not be construed as aA. No. Schering-Plough is retaliation against persons who file whistleblower suits. bribe, payoff or kickback; andcommitted to an unbiased, objective evaluation of all of our Are not in violation of the rules ofU.S. Laws and Schering-Plough Policies Regarding Healthcare current or potential suppliers and the recipients organization.Fraud and Abuse Policy, C-171. vendors. There should not be Honorariums or fees for speaking even the slightest hint that anyor presenting on behalf of the Gifts and Entertainment contractual relationship is coloredCompany should not be accepted. by personal gain. Personal trips Exchanging social amenities or business gifts of a modest value or entertainment like this are such as small gifts, meals and entertainment is permitted as a What is considered modest may vary,inappropriate. However, user common practice meant to create goodwill and establish trust independing on the country in which we conferences or other educational business relationships. Schering-Plough expects the use of goodare doing business. Certain exceptions events that relate to your work judgment and moderation when giving or receiving entertainment to the Standards may be made infor Schering-Plough may be or gifts. Avoid situations that could compromise or appear tocountries where differing practicesappropriate. You should always compromise your impartiality.are customary with approval of yourconsult your manager before accepting such trips. In decidingmanagement in consultation with your This means: among competing vendors, youlocal Compliance Officer. Any questions Business gifts or meals should never be conditioned upon, or be a must be objective and unbiasedregarding the appropriateness of a reward for, purchasing, prescribing or promoting Schering-Ploughsto avoid even the slightest hint ofgift should be addressed with local products and services.favoritism. If you were to acceptmanagement and your local Compliance these tickets, it could appear asOfficer. if your independent judgment is affected.Special gift and entertainment rulesapply to government employees.Schering-Plough colleagues may not 1617 13. THE STANDARDS In the MarketplaceQ&A Q&Aprovide money or its equivalent, gifts, government employees. These lawsmeals or entertainment of any value apply even when the payment is madeto any government employee, unlessoutside of the home country. that this money is not used as a Q. Can I provide gifts to myspecifically allowed by law. Lawsbribe. You must seek the advice customers during the holidayconcerning this matter are oftenIn the United States there is a relatedof your manager, the Global season?complex and vary from country toanti-bribery law, known as the anti- Law department or your local A. Not only do countries havecountry. Before offering or accepting kickback law, that prohibits inducingCompliance Officer before different laws regarding what entering into this arrangement.any gifts, meals or entertainment tosomeone to recommend or purchase types of gifts can be provided,or from a government official, consulta healthcare product or service coveredQ. A regulatory official from but our customers may also bewith the Global Law department or by a federal healthcare program. The Thailand is visiting our New subject to specific guidelinesyour local Compliance Officer.purpose of this healthcare law is to Jersey facilities in connection of their employers. You should with a new drug application.eliminate the influences of money or ensure that holiday gifts are He wants to bring his wife and Conflict of Interest, Gifts andthings of value in the selection of such allowed in your country and make a stop in Los Angeles. Entertainment Policy C-112.products or services. by your customers employers, Can we pay for this? and determine if there is a cost limit. You should also discussA. It would be appropriate toSchering-Plough colleagues mustBribery and Corruption with your manager the reimburse reasonable expensescomply with these anti-bribery laws.Often in our industry, a countrys appropriateness of providingfor the trip from Thailand toViolations of these laws will not onlygovernment is both the regulator of gifts to customers. At allNew Jersey for an official withresult in the loss of business but mayour products and a major customer. times, gifts must be modest,legitimate reason for inspectingalso lead to severe criminal and civilWe also retain the services of scientists appropriate and customary our facilities as long as it ispenalties for Schering-Plough and theand doctors for consulting and research with local standards. permitted under local law.individuals involved. To put it simply,activities and many of them areHowever, we cannot pay thebribery of any kind is illegal worldwide Bribery and Corruption employees of public institutions and expenses for his wife and theand we will not engage in it.stopover in Los Angeles.may be considered government Q. I was told that I could hireemployees. a consultant to take care ofThis means:Q. We missed a deadline for getting all the permits we need Never, either directly or through an filing an official document and from a foreign government. Most countries in which we do it has been suggested that weagent or other third party, making He requested a $40,000 retainerbusiness have laws that forbid making, backdate the document to bringpayments or offering gifts, services and said that he would use the offering or promising any payment or it within the deadline. Can we money to help move theor anything of value to governmentgiving anything of value (directly ordo this? process along. Since we dont employees, employees of publicindirectly) to a government employee really know where the money isA. The U.S. Foreign Corruptinstitutions, or persons that prescribe,when the payment or gift is intended going, do we have to worryPractices Act has a requirementpurchase or promote the Companysto influence an official act or decision to about it? for accurate recording of allproducts that are intended toobtain or retain business or secure an transactions in the Companys A. Absolutely. You must know influence or even appear to beunfair business advantage. Under the books and records, which is where that money is going andintended to influence that personsU.S. Foreign Corrupt Practices Act,separate from the prohibition for what purpose it is being actions with respect to the Company.foreign political parties and candidates of improper payments to used. Moreover, the Company is Always exercising great care andas well as officers and employees of government officials. required to take steps to ensurevigilance when entering intostate-owned companies are consideredtransactions with employees of public 1819 14. THE STANDARDS In the MarketplaceQ&A Q&Ainstitutions or other government or affiliated with a country subjectemployees in order to avoid potentialto significant U.S. trade sanctionsbribery and corruption issues. (commonly called embargoes in Falsification of any Companyto shipments to any party in any Accurately recording in Schering-their most extreme form) without record, including a false country. If you do not knowPloughs books and records all obtaining prior Global Law statement of the date ofthe export classification of andtransactions, including any gift ordepartment review. Contact the signature, could be a violation export limitations that apply topayment to any third party.Global Law department for the list of of this requirement. You must what you have been asked to affected countries and the relevant seek the advice of your manager,send, you must check with the Anti-Bribery and Corruption Policyrestrictions. the Global Law department orGlobal Law department before C-147; Global Marketing Policy Screening our business partners your local Compliance Officer any such shipments take place. to determine how best to deal C-100. A person is considered a against various government-restricted Competition and Antitrust Laws with your filing requirementgovernment employee if he orparties lists to avoid dealings with without creating any backdatedshe either receives any part of his what we refer to as denied parties. Q. I was at a trade show when or otherwise false documents. a representative who sells an or her salary from the government Being aware of products, materials, allergy product that directly (including a state-ownedand technical information that are International Trade competes with my product company), or performs a subject to heightened export stopped me. He suggested I Q. While processing angovernmental function with or control and of the export license limit my sales calls to retail order for products for Syria, without pay. If you have questionsrequirements that apply to such items. pharmacies since he had decided you identify a document thatwhether a healthcare professional Not participating in or respondingto focus exclusively on hospital requests a statement regarding or individual is considered a to requests relating to international pharmacies. He figures this way dealings with Israel. What government employee, or boycotts in which the United States we wont interfere with each should you do? whether a payment or gift isdoes not participate, notably the Arabother and well both benefit. It A. Immediately report the appropriate or legal, seek advice League boycott of Israel. Receipt made sense to me. Can I agree receipt of the document to the from the Global Law departmentof any requests relating to suchto this? Global Law department, and or your local Compliance Officer. restrictive trade practices must notA. No, any agreement amongst take no action whatsoever be acted upon and must be reportedcompetitors to allocate or carve responsive to the document until to the Global Law department.International Tradeup the market is a violation of the Global Law department antitrust and competition laws. provides guidance. Schering-Plough does business aroundInternational Trade Policy C-132.the globe and is subject to and complies Q. You have been requested with applicable international trade Competition and Antitrust Laws to ship biologic materials for controls (trade sanctions, restrictions vaccine testing from your siteon dealings with denied parties, exportCompetition and antitrust laws protect to a Schering-Plough affiliatecontrols, and antiboycott regulations) free enterprise for the benefit of located in another country.and customs requirements.customers and consumers. These laws What should you do? prohibit anti-competitive agreements, A. There are strict export such as price-fixing conspiracies, andThis means: controls on certain pathogens Not engaging in any dealingother conduct, such as predatory efforts and toxins. These controls applywhatsoever, commercial orto eliminate competitors. Schering-otherwise, with a party located in Plough must comply with these laws.2021 15. THE STANDARDS In the MarketplaceQ&A Q&A superior products, service or This means: performance; Never talking with or exchanging Seek legal advice before either (i) selling information with competitors or Q. Last week, I spoke withCompetitive Intelligence below cost or (ii) creating bundles others to: some competitors. One said, Q. One of my colleagues of Schering-Plough products selling Fix prices this can include setting Did you notice that our profit recently joined Schering-Plough collectively at a specific price. Whileminimum or maximum prices, or margins arent as good as theyfrom a company that sells a either of these practices may bestabilizing prices; used to be? Another said,competing product. May I ask appropriate, in certain circumstances Fix terms related to price, pricing I wish we could do something her about her former companys they could violate antitrust laws andformulas, credit terms, promotions, about the deep discounts.confidential plans for marketing should always be pre-approved; anddiscounts, allowances, etc.; I nodded my head, but saidthat product, if the information Particularly in the United States, seek nothing. Later, the companies Divide up markets, customers or would be helpful to Schering- legal advice before charging different that were present during the territories; Plough? prices to customers who compete with conversation raised their prices. Place output restrictions or limits A. No, you should never ask each other. Was the discussion a problem?on production; anyone to provide you with What should I have done? Rig a competitive bidding process,confidential or proprietaryCompetition and Antitrust Policy C-110. A. Yes, the discussion could including arrangements to submit information about a former be a problem. Someone mightsham bids; oremployer, even if that person Competitive Intelligence conclude that everyone present Boycott a supplier, customer or currently works for Schering- during the conversation, distributor or others in the In our complex business environment, we Plough. whether they said anything ormarketplace. acquire a large amount of information not, had engaged in price-fixing Avoid creating even the appearanceabout our competitors and their products even though there was never of an improper agreement or under-and services. It is permissible for an explicit agreement. If you standing by keeping communicationscolleagues and third parties working on find yourself present during with our competitors to a minimum.behalf of Schering-Plough to gather and a discussion like this, Ensuring there is always ause competitive information. However, the immediately break away legitimate business reason for allinformation must be obtained using only from the discussion in a communications with competitors.legal and ethical means. way that makes it clear you consider this improper, and If you find yourself in a situation where promptly call the GlobalThis means: a competitor begins discussing these Law department. Always gathering information about topics, you should leave the discussion competitors from public sources such immediately making it clear to everyone as Web sites, published articles, price present that you are leaving because bulletins, advertisements, brochures and the conversation is inappropriate. You public presentations. You may also use must report the incident to the Global information obtained from conversations Law department as soon as possible. with customers (unless the matters being discussed are known by us to Complying with antitrust and competition be confidential). laws also means that you should: Not attempt to monopolize or dominate markets except through2223 16. THE STANDARDS In the MarketplaceQ&A Accepting competitive information only when there is a clear and Information Privacy and Security reasonable belief that receipt and use of the information is lawfulMany countries where we do business and ethical. have privacy or data protection laws Information Privacy and Not obtaining information through the use of unlawful or unethical requiring the responsible management Security means such as misrepresentation, deception, theft, spying or of their citizens personally identifiable Q. In my job, I sometimes bribery. information information that can betransfer personal information Not recruiting or hiring employees of competitors, customers orused to identify, locate or contact an about colleagues to a vendor for vendors for their knowledge of proprietary information of presentindividual. These laws, and Schering-processing. How do I make sure or former employers.Im doing everything I can toPlough policies, require that the Never using proprietary information of a competitor or informationprotect the information?Company and its representatives belonging to a competitor marked confidential or something respect the privacy of personallyA. You need to make sure that the similar, including information that someone has offered to sell. identifiable information, and useonly personal information being sent to the vendor is that which isreasonable and appropriate securityProprietary and Confidential Information Policy C-148. needed for the specific businesssafeguards to protect such information purpose. You should also verifyfrom unauthorized access, use or Unfair Business Practices that the vendor uses appropriatedisclosure. This may include, for levels of security to protect the Schering-Plough seeks competitive advantage through superior example, personally identifiable information and that there are products, services and performance, never through unethical or illegal information collected from our privacy and security agreements business practices. We compete vigorously for business, but some colleagues, clinical trial subjects andin place. You may also want conduct in the name of competition may not be consistent with thesite personnel, and personal information to consider encrypting the law or our commitment to integrity.collected through our sales andinformation before you transfer it.marketing initiatives. If you have any questions about This means: any of these measures, please Never competing by using unfair practices such as: This means:contact your local Data Privacy Steward, the Office of Global Making false or disparaging statements about competitors Respecting the privacy of personally Privacy or the Office of Global or their services; identifiable information, and using Information Technology Security. Stealing or misusing competitors trade secrets; appropriate security safeguards to Cutting off a competitors sources of supply in order to hurtprotect such information against loss, Q. I am a sales representative. its business;misuse and unauthorized access, During a sales call, a physician Inducing customers to break contracts with competitors; or,disclosure, alteration or destruction. revealed confidential information Offering or paying bribes to help our Companys business or Collecting and protecting allabout a patient. Can I include that to hurt a competitor.personally identifiable information in information in my call notes? Never taking unfair advantage of any other person throughcompliance with Company policy or A. No. You should never manipulation, concealment, abuse of privileged information,local law, whichever sets the highest include personal health misrepresentation of material facts or any other unfair dealingstandard.information or other sensitive or illegal business practice. Reporting any data security breaches personal information about Always dealing fairly with clients, suppliers, competitors and our immediately to the Global Services fellow colleagues. Help Desk, your local Data PrivacySteward or the Office of GlobalPrivacy.2425 17. THE STANDARDS In the MarketplaceQ&A Q&AInformation Privacy & Security properly documenting and monitoringPolicy C-143; End-User nformationthese relationships.Security Policy C-134. Questions Not giving gifts or other items of Product Quality and Patient patients, physicians or theirregarding your privacy obligations,value to induce business or influence Safety family members in call notes.or reporting of security breaches, outcomes. If you have questions about Q. A manufacturing supervisorshould be directed to your local what type of information should has told us not to notify QualityData Privacy Steward or the Clinical Research and Medical and be collected in call notes, you Assurance about a deviation fromOffice of Global Privacy at Scientific Research Programs Policy should contact your manager,the manufacturing [email protected]. C-146; Global Medical Affairs local Data Privacy Steward or that occurred during thePolicy C-151. local Compliance Officer. manufacturing of a batch.Scientific Integrity She said that we can handle it Scientific IntegrityProduct Quality and Patient Safetyinternally without anyone elseSchering-Plough enters into being involved. I think this Q. I know a great cardiologist relationships with doctors, hospitals, Schering-Plough is committed to the violates Company policy, but she who sees 300 new patientsuniversities and contract research highest manufacturing standards for is the supervisor. Should I just per year and I want him toorganizations to perform clinical trials our products to ensure product qualityfollow orders and ignore this? participate in an upcomingand other sponsored research. It isand patient safety, which are critical to clinical trial. The problem is, A. No. If you think that thecritical that we act with objectivityachieving our mission to earn the trust the results of the initial studysupervisor is giving instructionsand integrity during these trials andof doctors, patients, customers and were somewhat negative, and that are contrary to the currentin our relationships with healthcare regulatory agencies. They should he might not participate if heGood Manufacturing Practicesprofessionals, veterinarians,expect no less from Schering-Plough. knows this. Do I even have(cGMP) regulations or ourcollaborators, patients, universitiesWe will meet these expectations through to mention the results of the internal policies and procedures, initial study? and hospitals. consistently effective execution of our and you do not feel comfortable global quality policies and standards,talking with your supervisor A. Yes. We have an obligation which are designed to ensureThis means:directly, contact your supervisors to give our investigators a clear, manager, your facilitys Quality Not allowing business pressures or compliance with all applicable complete picture of the study in Assurance department, or the which they are participating.time constraints to compromise the governmental quality and safety Integrity Action Line. You should give him all theobjectivity or integrity of our scientific requirements. information, even negative investigations and the resulting data. results. Protecting the safety of researchThis means:participants comes first. Following all government requirements, Following and maintaining good including good manufacturingclinical practices (GCPs) and good practices, and all applicable Companylaboratory practices (GLPs) as quality policies and worldwide qualityrequired by law and regulation.standards. Communicating objective, complete, Adhering to local standard operatinghonest and accurate informationprocedures for the quality control andabout research programs. quality assurance of raw materials, Defining the roles, responsibilities manufacturing processes, testing,and deliverables for investigators and storage, handling and shipping of our products.2627 18. THE STANDARDS In the MarketplaceQ&A Utilizing effective systems to ensure Designing studies to minimize pain and maximize data obtained from continuous improvement of existing each animal. processes and sustained compliance Requiring the same level of care in private animal farm studies and Q. The law of my country with government and industry at research institutions or contractor facilities that is required at requires us to report an adverse standards. Schering-Plough facilities. event caused by a Company Maintaining professional and effective Reporting any mistreatment or inappropriate use of animals to a product regardless of where it relations with government regulatory manager, the assigned veterinarian or any member of the Animal occurred. But, the standard agencies and consistently meetingUse and Care Committee. industry practice in the country our commitments to those agencies. is only to report an adverse Tracking and properly reportingAnimal Welfare Policy C-103. event when it happens within the country. The regulators adverse drug events and product wont accept reports aboutquality complaints to the appropriate adverse events that occur regulatory authority in accordance outside their jurisdiction. with applicable law and regulations. What should I do? Following all procedures regarding A. Schering-Plough reports allthe reporting, investigation and adverse events and follows thetracking of adverse drug events and law of the country, no matter product quality complaints so that what the industry practice is. this information can be properly You should contact Global reported to the appropriate regulatory Pharmacovigilance so that the authority in accordance with event can be formally reported applicable law and regulation. in every jurisdiction where it is required. Animal Health-relatedSchering-Plough Global Quality adverse events should bePolicies; Worldwide Quality reported to Animal HealthStandards; Product Complaint Regulatory Affairs in your country.Reporting Policy C-102.Animal Welfare Schering-Plough is committed to the proper use of animals for research purposes.This means: Always providing humane care and treatment to research animals. Replacing animal studies with alternative methods wherever reasonably possible.2829 19. The Standards In Our Business 20. THE STANDARDS In Our BusinessQ&ABooks and Record Keeping The Standards In Our BusinessA companys credibility is judged inmany ways; one very important wayBooks and Record Keepingis the integrity of its books, records, We have a responsibility as well as a legal duty to protect the assetsQ. I have been asked to signaccounting practices and public filings. of Schering-Plough and to operate in full compliance with the lawsa certification that a financialIn addition to our own commitment to and regulations of each of the countries and locations wherereport I generate is accurate.accurately report financial performance we operate. We must avoid conflicts of interest because they couldI know that the financial reportinternally, Schering-Plough is required by undermine our objectivity. Schering-Plough is committed to pursuing contains errors. What shouldsecurities laws to report in accordance sound growth and earnings objectives so we will operate in the best I do?with Generally Accepted Accounting interest of Schering-Plough and our shareholders. We will be forthright A. You should discuss the errorsPrinciples. In addition, Schering-Plough and transparent about our operations and performance, ensuringin the report with your manager.is responsible for establishing and accuracy in all regulatory filings and exercising care in the use of ourIf you are not satisfied thatmaintaining adequate internal control assets and resources. proper adjustment to the report has been made you shouldover financial reporting. contact your local Compliance This means we are committed to: Officer, the CorporateIn many countries, Schering-Plough is Keeping accurate and complete books and records. Controller or the Vice-Presidentalso required to file statutory financial Making appropriate use of Company funds, property and time. of Global Internal Audits. Youinformation and pricing information with Keeping our computers and networks secure. may also contact the Integrityregulatory authorities and to certify to Safeguarding confidential information.Action Line.the accuracy of such filings. Our CEO, Protecting patents and trademarks.CFO and the Controller are specifically Abiding by computer software licensing requirements, andQ. A customer has asked that Iresponsible for full, fair, accurate, respecting the intellectual property and copyrights of others.not bill them until next monthtimely and understandable disclosure Avoiding conflicts of interest. although Schering-Ploughsin documents filed with or submitted Not trading on or disclosing inside information.contract with them states theto the U.S. Securities and Exchangebilling should be made in the current month. My departmentCommission. Every Schering-Plough has been significantly exceedingcolleague must help ensure that its financial goals and thisreporting of such business and financial request will not be detrimental toinformation, computerized, paper or my departments performance.otherwise, is accurate, complete Should I hold off on the billing?and timely. A. No. Even though not billing the customer will not have aThis means: negative impact on your Accurately recording costs, sales, departments results you shouldshipments, time sheets, vouchers, always perform in accordanceinvoices, payroll and benefits records,with contractual terms.regulatory data, and other requiredand essential Company information. Following all applicable laws,regulations, accounting requirements32 33 21. THE STANDARDS In Our BusinessQ&A Q&Aand Company procedures forRecords Managementreporting and disclosing financialMaintaining complete and accurateinformation, including thoserecords is essential to the work of Q. I believe there is a serious Records Managementpromulgated by the U.S. SecuritiesSchering-Plough, and care must be internal accounting control Q. My files are overflowing andand Exchange Commission, thetaken to ensure that records are problem in my subsidiary. I need to get organized. HowFinancial Accounting Standards Boardmanaged properly. Should I report this matter?will I know what I can throwand the New York Stock Exchange. A. You must report this matter. out and what I cant? Ensuring that all financial and This means: It is important that all internal A. You should review thenon-financial arrangements with Maintaining records as required by control concerns are addressedapplicable retention schedule,customers are recorded and properly law and applicable Company retention in a timely manner. You shouldwhich you can obtain bydocumented so that Schering-Plough discuss these types of matters schedules. contacting Global Recordscan abide by all government with your manager or contact Preserving all records related toManagement. Company recordscontracting and price reporting the Corporate Controller.actual or anticipated litigation must be retained for the periodrequirements, including those government investigations or audits. specified by the applicable Q. I just took over a new jobunder U.S. healthcare programs.retention schedule. In addition, Keeping only what is required by in a new department. The Never deliberately making a false or you should preserve any recordsCompany record retention policies accounting records maintainedmisleading entry in a report or record.in your files which are coveredand procedures. by the previous colleague in my Not altering or destroying Company by any Document Hold Notice Being alert to the need for accuracy position are not what I consideryou have received from therecords except as authorized by especially when documents are to be up to minimal standards.Global Law department or Taxestablished policies and procedures.produced for an official purpose. Should I prepare original department, or which you have Never selling, transferring orProviding false or misleading records documentation for these otherwise been made aware aredisposing of Company assets, or is wrong under any circumstances prior transactions? likely to be called for in anengaging in any financial transaction doing so when records are produced A. No, you should not createactual or anticipated litigation,such as a contract, without properor maintained for official purposesgovernment investigation, or records for previous transactions.documentation and authorization.is a serious violation of law. audit. First you should ensure that Always cooperating with our internal all transactions going forwardand external auditors. In discussionsQ. Am I responsible for are properly documented. YouRecords Managementwith auditors, colleagues must managing my electronic records should discuss the shortcomings Policy C-152.provide truthful and accurateand recorded information? of the previous records withinformation. your manager, as there mayA. Yes. Colleagues should be records elsewhere in the manage their e-mail and other department or Company electronic Company records in that meet the minimum accordance with the Companys documentation requirements. Records Management Policy. You should consult with your manager or the Global Records Management department for further information regarding the Companys record management program. 34 35 22. THE STANDARDS In Our BusinessQ&A Q&A for the intended business use only and Company Assets protect it appropriately. Schering-Plough Company assets are used only to has the right to access, store and conduct Company business. How weQ. I am working with a vendor Company Assets review all communications, records use Company funds, property and timewho wants me to send them Q. I have a part-time job selling and information created at work or directly impacts our profitability, so we some confidential information for real estate for 4 hours on the with Company resources. must use these valuable assets with analysis. Is it okay for me to send weekends. I discussed this with this information via e-mail? care, protecting them against misuse my manager, we determined This means: or theft. that its not a conflict of interest, A. Yes, you may send the Using Company computers and she approved the job in information via e-mail but responsibly and primarily for writing. Since she approved This means: additional precautions must be legitimate business purposes. the part-time job, can I usetaken to protect confidential Exercising good judgment when Personal use (including accessing my departments photocopyinginformation transmitted outside using Company assets. the internet) should be kept to a machine to make copies of myof the Company. Contact Protecting Company assets from real estate brochures?minimum and not diminishyour local IT department for misuse, theft or diversion. Any alternatives that would allow productivity or other job-related A. No, Company assets shouldsuspected product tampering, theft you to send the data safely. performance. not be used for your part-timeor lack of internal control over Protecting the security of computer job.products or other assets should Q. What should I do if I suspect systems, including corporate data, be reported to Global Security. a security breach of Company Company Computers and electronic communications and Not allowing outside interests to computers or data or my Software application software at all times. interfere with job responsibilities.password has been compromised? Q. In order to keep track of my Not engaging in electronic Reporting work hours truthfully and A. You should immediately notify childrens after-school activitiescommunications that might be accurately. your local IT department or the I need to check the recreationconsidered offensive, derogatory, Office of GIT Security. You departments Web site for defamatory, harassing, obscene or Personal use of Company assets maymay also contact the Integrity periodic updates. Is it okay for otherwise vulgar. be permissible if the use is infrequent,Action Line. me to browse that Web site Never using Company electronic does not consume a significant amount from work?? communications systems to of work time, and does not disrupt A. Yes, if it only occupies a small improperly disseminate copyrighted business processes. If you have any amount of time. The primary or licensed materials. questions regarding personal use of Web access is expected to be for Always protecting information used to Company assets, you should discuss work activities but occasional, access Company networks, including them with your manager or local brief Web access for non-work user names and passwords. related activities is permitted.Human Resources representative. End-User Information Security Policy Company Computers and SoftwareC-134; Electronic Communications Computer technology hardware,Policy C-119; Information Technology software, networks and the information Software Licensing Policy C-135. For contained in them are the property ofquestions on whether a particular Schering-Plough and are critical tokind of information may be sent by business success. Everyone who usese-mail, check with your manager. a computer has a responsibility to use it 36 37 23. THE STANDARDS In Our BusinessQ&A Q&A For information on computer and Obtaining your managers written information security, contact yourapproval and a written secrecy local Information Technologyagreement approved by the Q. I have identified a new Confidential Information, department or the Office of GIT Global Law department prior to Intellectual Property, andclass of drugs that may be Security. disclosing any confidential information Proprietary Information ofeffective for treating various to outsiders. Othersindications based on preliminaryConfidential Information, Intellectual Q. I will be leaving Schering-testing. I would like to publish Proprietary and ConfidentialProperty and Proprietary Information this data. Can I proceed? Plough to work for another Information Policy C-148.of Others company. I dont have any A. Before you proceed, your An approved secrecy agreement confidentiality obligation toCompany Proprietary Information. Our discovery must be assessed Schering-Plough after I leave,can be obtained from the Global to determine whether it mayCompany regularly produces valuable, do I? Law department. be protectable as intellectualnon-public ideas, strategies and other A. Yes, you do. The property. All proposedkinds of business information. Schering- Intellectual Property Patents,publications must be screened confidentiality agreementPlough owns this confidential or under the Schering-Plough you signed when you began Trademarks and Copyrights. Companyproprietary information just as it does publication release system to your employment continues topatents, trademarks, trade secrets andother kinds of property. A few examplesdetermine whether they should apply, even after you leave the copyrights are assets to be protected.are sales, marketing and other corporate be published. Company.databases; marketing strategies and This means:plans; pricing information; customer Q. I have an idea to reduce Identifying and protecting:and colleague records; manufacturing subscription costs for trade Innovations arising during drugtechniques; research and technical publications. The office shoulddiscovery, development anddata; proposals; and new product get just one subscription to eachcommercialization; journal or newsletter. The officedevelopment. Because it is the product New works of authorship or copy would then be circulatedof our Companys hard work, variousnew branding concepts and; to everyone in the office, withlaws allow Schering-Plough to protect Technological and medical instructions to reproduce forthis information from use by outsiders their files any articles theyadvances or unique solutions toas long as we use our best efforts to might need. Is this a good,business problems.keep the information confidential. cost-cutting measure? Timely identification of intellectual A. No. While its great to cut This means: costs, part of your idea mayproperty and early involvement of Protecting the confidentiality of violate copyright law. It is fine Company lawyers will enable ourSchering-Ploughs proprietary to circulate the publications,Company to take the appropriateinformation to ensure that we but not to have colleagues make steps to protect these new worksreceive the benefits of our work. separate file copies of articles for under intellectual property laws. Respecting the confidentiality their later use. If they need file Likewise, you should contact theagreement you signed when you copies, they must first obtain Law department if you suspect that abegan working at Schering-Plough. permission of the copyright Company patent, trademark, copyright Not discussing such confidential owner, or additional copies of the or trade secret is being infringed. publications can be purchased. information in public places whereothers can overhear.3839 24. THE STANDARDS In Our BusinessQ&A This means: Conflicts of Interest and Corporate Marking any product whose content is protected under a trademarkOpportunities with the appropriate symbols such as (registered trademark),Conflicts of Interest. Schering-PloughConflicts of Interest and (trademark) or sm (service mark). recognizes that colleagues have manyCorporate Opportunities Assuring that copyrighted works contain the notice (Year). activities in their lives outside Schering- Q. Can I pursue part-time work (Schering-Plough). All Rights Reserved . Plough. All colleagues are free toon my own time? Promptly completing and transmitting to the Global Law department engage in normal business relations and A. Yes, as long as the work does an Invention Disclosure Form describing any potentially patentableto pursue personal and social interests.not interfere or conflict with inventions. At times, however, a conflict of your responsibilities at Schering- interest may arise when a colleaguesPlough, you do not spend timePatents, Trademarks and Copyrights Policy C-130. The Invention personal, social, financial, civic, working on the part-time jobDisclosure Form is available at https://e-hr.schp.com/ charitable or political activities have the while youre at Schering-Plough,s-peworld/s-pehr/pdf/CONFIDEINVENT0520.pdf. The Global Law and you do not use Company potential to interfere with his or herdepartment can answer questions regarding the use of patents,information, assets or other loyalty and objectivity to Schering-trademarks and copyrights. Company property to perform Plough. If this occurs, the Company the part-time job. expects you to avoid actual conflicts Proprietary Information of Others.of interest and to also avoid situations Q. Im working on a big project Just as we protect our own confidential information, we respect the that give the appearance of a conflict and we need to hire a vendor proprietary and confidential information of others. This includes written of interest a situation where a for some assistance. One of the materials, software, music and other intellectual property. colleagues ability to perform duties senior managers working on objectively or effectively is affected. the project has identified a This means: It is the responsibility of all colleaguesvendor that he wants to hire Not bringing to or using on Company premises confidential businessto make decisions strictly on the basis because he knows the owners information, including computer records, from prior employers.of what is best for Schering-Plough,of the business personally and Not loading unlicensed software on any Company computer.worked with them at a previous without regard to personal interests. Not accepting or using anyone elses confidential information exceptemployer. Can we do this? under an agreement approved by the Global Law department. This means: A. It would depend on whether Notifying the Global Law department if you believe another Avoiding potential conflicts of or not the Schering-Plough companys confidential information is being used. senior manager is in a position interest, such as: Only copying or using documents and materials (including computer to influence business decisions Having a part-time second job software, audio, video or other recordings) that are not copyrightedrelated to the vendor. You or other type of affiliation with a (for example, a government report) or when you have specific per- should bring the situation to competitor, customer, supplier or the attention of your manager mission to do so. distributor. to ensure that any conflict is Making selection decisions resolved and also consult with If you have questions about intellectual property or copyright rules, involving contractors, vendors or Global Strategic Sourcing to contact the Global Law department. Schering-Ploughs Libraryother service providers where a ensure that all procurement Information Center in the United States can assist with the use ofspouse or other close relativepolicies are followed. copyright materials based on agreements that the Company hasworks. secured. Accepting or providing loans or other payments to or from persons40 41 25. THE STANDARDS In Our BusinessQ&AQ&A or organizations that do business Not pursuing opportunities that are with Schering-Plough.discovered through the use of Receiving any form of compensation Schering-Plough property, information Q. What if Im not sureTrading on Inside Information from a competitor, customer, or position unless the Company has whether a conflict of interest Q. I am a researcher working supplier or distributor. already been offered the opportunity exists?on a project with a joint venture Becoming involved in a businessand turned it down.partner and Ive become aware A. You need to review the transaction on behalf of Schering-that our partner is on the relationship or activity with Plough with an organization in Trading on Inside Information verge of a major scientific your manager to assess whether which you have a direct or indirectIn order to protect the investing public, breakthrough. I want to the relationship or activity interest or investment, especially ifpurchase some stock in oursecurities laws make it illegal for those could influence or impair your you are in a position to control orjoint venture partner or have business objectivity in making with material inside information to influence the Companys decisionsmy spouse do so. Can I? business decisions on behalf buy or sell securities (stocks, bonds, or actions with respect to the of Schering-Plough.options, etc.), an offense commonly A. No. Neither you nor your transaction. spouse can purchase this stockknown as insider trading. Inside Q. Im leading a Company teamuntil the information you have isinformation means information that that is reviewing the possibility If you believe that you have a potential known to the public. If you useis not available to the public. Information of acquiring a company in which conflict of interest, the way to handle it this information or convey itis materialif a reasonable investor I own stock. Do I need toto others, you will be violating is to promptly disclose it to your manager would likely consider it important in notify anyone about this?Company policy and securities in writing. Many conflicts of interest deciding whether to purchase, hold orlaws and exposing yourself to A. Yes, you should notify yourcan be resolved in a simple and mutually sell a security. Colleagues must notcivil and criminal penalties. manager about the situation.acceptable way. Also remember that trade on inside information about Generally, colleagues may have aany appointment to serve as a director Schering-Plough or other companies financial interest in a competitor, or officer of a public corporation mustgained by virtue of their positions at customer, vendor or contractor if be approved by the CEO and, whereSchering-Plough. the financial interest is less than applicable, by the Board of Directors. 1% of any class of securities in aThis means: publicly-held corporation listedConflict of Interest, Gifts and on a recognized stock exchange Not buying or selling securities ifEntertainment Policy C-112. or over-the-counter market.you have knowledge of material However, even an investment of non-public information such as: Corporate Opportunities. Colleagues less than 1% may be considered introduction of an innovative new a conflict of interest where thehave a duty to the Company to advanceproduct employee is in a position toits legitimate interests when the significant new contracts control or influence Schering-opportunity to do so arises. changes in dividends Ploughs decisions or actions mergers, acquisitions and joint with respect to a transaction. This means:ventures Not using Schering-Plough property, major developments in litigation information or position for personal earnings statements and forecasts gain. expected governmental actions Not becoming involved in activities material licensing agreements that compete with Schering-Plough.4243 26. THE STANDARDS In Our BusinessQ&A information you obtained about another company confidentially The Standards In Our Communities during the course of your work Q. I am a scientist and I know Not giving inside information toand the Public that clinical trial results will be anyone else so they can trade. published soon that will bolster the Companys regulatory filing Colleagues who have inside information for a new use for one of our can lawfully trade in the market once drugs. This is a huge new the information is made public in a press market and I think the release that is picked up by major media Schering-Plough stock price or in a filing with the U.S. Securities and will rise when the news comes Exchange Commission. out. I want to transfer my Savings Plan balance from the Trading in Securities Policy C-129. Growth Fund to the Company Stock Fund. May I?The Global Law department can answer questions about A. No. Buying stock through application of this policy. the Savings Plan when you know material non-public information is prohibited by the federal securities laws, just as buying stock through a stockbroker is. 44 27. THE STANDARDS In Our Communities and the Public Q&A Protecting the Environment The Standards In Our Schering-Plough is committed to Communities and the Publichigh standards of environmentalProtecting the Environment performance. It is the policy of the Q. My operations group needs Company to minimize adverseto transport samples to an offsite Schering-Plough participates in and improves the communities in environmental impacts from Company laboratory for analysis tomorrow. which it does business. We recognize our responsibility to societyactivities, products and services by Can I just transport them to and seek to meet or exceed societys expectations of global corporate using processes, practices, material and the laboratory in my personal citizens. This requires a constant focus on business integrity. We must products that avoid, reduce or control vehicle or give them to acontract courier? be better than our competitors in meeting the expectations of the pollution. global communities where we operate. A. In many countries material This means:that is classified as hazardous This means we are committed to: Complying with applicable laws,for transport may not betransported in personal colleague Protecting the environment. regulations and other requirementsvehicles. This applies to any Respecting the welfare of animals.designed to protect the environment.hazardous material, in any Handling all public and media inquiries appropriately. Promoting the responsible andquantity, from samples to bulk Conducting political activity responsibly.efficient use of energy and naturalcontainers. Contract carriers Cooperating with government inquiries or investigations.resources and other sustainablemay be used to ship these business practices within thematerials under these rules, Company. but all appropriate regulatory Working in an environmentallyrequirements for packages, responsible manner.including markings, labelsand proper documentation, If you are aware of situations thatwould need to be completed are potentially damaging to theby a colleague who hasreceived hazardous material environment, you should notify yourtransportation training. manager, your local environmentalPlease consult with your services representative or Globallocal environmental services Safety and Environmental Affairs.representative or contactthe Hazardous Materials Safety, Health and EnvironmentalTransportation Coordinator Management Policy C-170. in Global Safety andEnvironmental Affairs foradvice and assistance. 4647 28. THE STANDARDS In Our Communities and the PublicQ&AQ&A Media and Public InquiriesPolitical Activity and Lobbying Shareholders, financial analysts, Corporate Political Activity. Many of creditors, media outlets, patient the countries in which we do businessPlough products. Please contact Media and Public InquiriesGlobal Communications if you advocacy groups and others count on have laws regulating the activities of Q. My friend introduced me tobecome aware of inaccurate us to provide reliable information on our corporations in the political process. a local reporter at a barbeque Istatements in the newspaper Company operations, performance and The laws of the United States and some attended over the weekend. Theor other publications. Global outlook. Moreover, certain laws governother countries set strict limits on reporter just started workingCommunications will develop how such information is disseminated. contributions by corporations to political for the business section of theappropriate responses and It is important to Schering-Ploughsparties and candidates. Also, in many newspaper and is interested incommunicate with the media securing additional information success that we meet thesecountries and jurisdictions the act of outlet responsible for the about our Company. As a expectations and comply with the law. lobbying requires public disclosure. inaccurate statement. member of the oncologyAt Schering-Plough we comply with marketing team, I know that these laws. This means:Q. A friend of mine hosts we have exciting data coming Providing all members of the public, a radio show. Since I sell out next week about one of ourVYTORIN, she asked me to including investors, analysts, pressThis means: products. Since the informationcome on her show to talk about and patient advocates, with equal Not making direct or indirect political is about to become publicthe importance of treating high access to the same honest and contributions on behalf of Schering- anyway, can I tell her about it?cholesterol. Is it okay for me to accurate information about material Plough unless authorized by Schering- A. No. You should never give share my knowledge about this matters no one gets special orPloughs Chief Executive Officer and non-public information tofield on her radio show? favored treatment.General Counsel (or their designees) anyone, including a memberA. No. Due to restrictions on Not using public forums such as in writing. This includes contributions of the media, even if you knowdirect to consumer advertising Internet bulletin boards or chat roomsto candidates, office holders and it is about to become public.and the need to provide fair to discuss matters of opinion related political parties. In addition to cash You should refer her to Globalbalanced information, colleagues to Schering-Plough or any of itscontributions, contributions include Communications.should not engage in these industries, or to respond tothings like: activities. You should refer Q. I recently saw a report in the comments about the Company. Buying tickets for a political your friend to Global newspaper about a Schering- Only those colleagues specificallyfundraising event. Communications, so that Plough product. Since I workauthorized to do so may respond to Providing goods or services. appropriate responses can be closely with this product, I know inquiries from members of the Loaning personnel during working developed with the assistance that the information in the investment community (e.g., hours for fundraising activities.of legal and regulatory affairs. newspaper report was incorrect. shareholders, brokers, investment Paying for advertisements and Is it okay for me to write a letter analysts, etc.) or the media. other campaign expenses. to the editor of the newspaper Colleagues should forward investor All lobbying activities should be to correct the record? inquiries to Investor Relations and discussed with your local Compliance A. No. Individual colleagues are media inquiries to Global Officer or the Global Law department not permitted to respond or to Communications. to determine whether disclosure and contact journalists regarding other rules apply. Schering-Plough or Schering- Media Relations Policy C-139, Not approving the U.S. federal Investor Relations C-126. lobbying activity of consultants hired by Schering-Plough, without prior4849 29. THE STANDARDS In Our Communities and the PublicQ&A consultation with and the approval of This means: the Vice President of Corporate Contacting the Global Law department if you know or believe Government Affairs. that a governmental investigation or inquiry is under way. Political Activity and Lobbying If you receive a request from a government investigative agency Personal Political Activity. Schering- for Company documents or records, consult the Global Law Q. I am hiring an outside Plough encourages political activity bydepartment before producing them in order to ensure that consultant and the consultant might perform U.S. federalcolleagues in support of candidates or appropriate steps are taken to protect the Companys legal lobbying activities for our parties. But you should only engage in interests. Company. What obligations the political process on your own time If a government investigator approaches you to ask questions, do I have?and with your own resources. Never use you are free to answer, but you are always entitled to seek advice Company time, property or equipment, from the Global Law department before answering. A. You must confer with the including e-mail, for personal political If you do answer questions from a government investigator, you VP of Corporate Government activities.must always be truthful. Affairs prior to approving any Not destroying Company documents or electronic files that relate to third-party U.S. federal lobbyingPolitical Activities Policy C-142. a known or suspected government investigation. activity on Schering-Ploughs behalf, and you must include inReporting and Investigations of Misconduct Policy C-137. Investigations the consultant contract a clause that requires the consultant to Internal Investigations. Schering-Plough timely disclose to the Schering- is committed to investigating alleged and Plough designated colleague and potential violations of the Standards and VP of Corporate Government related laws, regulations and Company Affairs any federal lobbying policies. reports submitted to government entities, as a result of lobbying This means: on Schering-Ploughs behalf. Conducting fair and impartial investigations. Cooperating with internal investigations and providing truthful and complete information. Investigations will result in appropriate actions.Government Inquiries and Investigations. Schering-Plough is regulated by governments throughout the world. From time to time, colleagues may come into contact with government officials responsible for enforcing the law. The Company cooperates fully with governmental inquiries and investigations.5051 30. Upholding the Standards 31. UPHOLDING THE STANDARDSUpholding the Standards Raising Concerns & Seeking Advice Leading with Integrity requires understanding your responsibilities under the Standards and taking appropriate action when needed. Following are some tips on how to apply the Standards in any work situation.KNOW AND LIVE THE STANDARDS. You can serve as a role model by knowing the laws, regulations and Company policies that are summarized in the Standards and living them every day.KNOW THE LAW AND ASK TOUGH QUESTIONS. You are expected to be familiar with the laws, regulations and Company policies that apply to your specific job function and level of responsibility. If you are not sure whether a law or policy applies, or whether it exists at all, ask.DONT MAKE ASSUMPTIONS. Do not assume that management already knows or management doesnt want to hear bad news. Do not assume that no action will be taken, or that you will be penalized for taking action. Management is dedicated to ensuring that the Standards are upheld. We want you to tell us if something is wrong.DONT IGNORE VIOLATIONS. We all need to take the law and Company policies that are summarized in the Standards seriously. If you think someone may be violating laws or the Standards, please take steps to address the situation.HELP IMPROVE CONTROLS AND PROCESSES. Some violations can happen, or can go undetected, because of weakness in an existing control or process. In these situations, do not hesitate to suggest improvements.DONT BE PRESSURED. You are never expected to violate a law, regulation or Company policy nor should you ever feel encouraged or pressured to do so even if the violation will improve the bottom line or help meet a performance goal. 54 32. RAISING CONCERNS AND SEEKING ADVICE Line is available to all colleagues if you do not feel comfortable Raising Concerns and resolving an issue or question using any of the other availableresources. Seeking AdviceWhen should I raise concerns? Whom should I contact? The Standards cannot answer every question. Colleagues shouldYou should report known or suspected violations of law, regulation feel empowered to make decisions regarding the application of theor Company policy, including the Standards, as soon as you become Standards but there may be times when you may want additionalaware of them. You should also raise concerns about risks of such guidance or advi