`https://www.sec.gov/Archives/edgar/data/1121404/000104746913002333/a2212980z20f.htm
`20F 1 a2212980z20f.htm 20F
`
`Use these links to rapidly review the document
`TABLE OF CONTENTS
`ANNUAL CONSOLIDATED FINANCIAL STATEMENTS
`
`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`
`FORM 20F
`
`(Mark One)
`
`o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
`
`ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
`For the fiscal year ended December 31, 2012
`
`OR
`
`o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
`
`OR
`
`o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
`
`OR
`
`
`
`
`
`
`
`Date of event requiring this shell company report. . . . . . . . . . . . . . . . .
` For the transition period from to
`
`Commission File Number: 00131368
`
`Sanofi
`(Exact name of registrant as specified in its charter)
`
`N/A
`(Translation of registrant's name into English)
`
`France
`(Jurisdiction of incorporation or organization)
`
`54, Rue La Boétie, 75008 Paris, France
`(Address of principal executive offices)
`
`Karen Linehan, Senior Vice President Legal Affairs and General Counsel
`54, Rue La Boétie, 75008 Paris, France. Fax: 011 + 33 1 53 77 43 03. Tel: 011 + 33 1 53 77 40 00
`(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
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`AVENTIS EXHIBIT 2130
`Mylan v. Aventis, IPR2016-00712
`
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`Securities registered or to be registered pursuant to Section 12(b) of the Act:
`
`Title of each class:
`American Depositary Shares, each
`representing one half of one ordinary share, par
`value €2 per share
`
`Ordinary shares, par value €2 per share
`
`Contingent Value Rights
`
`
`
`
`
`
`
`
`
`Name of each exchange on which registered:
`New York Stock Exchange
`
`New York Stock Exchange
`(for listing purposes only)
`
`NASDAQ Global Market
`
`Securities registered pursuant to Section 12(g) of the Act: None
`
`The number of outstanding shares of each of the issuer's classes of capital or
`common stock as of December 31, 2012 was:
`Ordinary shares: 1,340,918,811
`Indicate by check mark if the registrant is a wellknown seasoned issuer, as defined in Rule 405
`of the Securities Act.
`YES ý NO o.
`If this report is an annual or transition report, indicate by check mark if the registrant is not
`required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
`YES o NO ý.
`
`Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
`preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
`90 days.
`
`Yes ý No o
`
`Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
`submitted and posted pursuant to Rule 405 of Regulation ST (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
`was required to submit and post such files).
`
`Yes o No ý
`
`Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of "accelerated filer and large
`accelerated filer" in Rule 12b2 of the Exchange Act. (Check one):
`
`Large accelerated filer ý
`
`
`
`Accelerated filer o
`
`
`
`Nonaccelerated filer o
`
`Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
`
`U.S. GAAP o International Financial Reporting Standards as issued by the International Accounting Standards Board ý Other o
`
`If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
`
`If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange Act).
`
`Item 17 o Item 18 o
`
`
`
`YES o NO ý.
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`Table of Contents
`
`PRESENTATION OF FINANCIAL AND OTHER INFORMATION
`
` The consolidated financial statements contained in this annual report on Form 20F have been prepared in accordance with
`International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and with IFRS
`as adopted by the European Union, as of December 31, 2012.
`
` Unless the context requires otherwise, the terms "Sanofi," the "Company," the "Group," "we," "our" or "us" refer to Sanofi and its
`consolidated subsidiaries.
`
` All references herein to "United States" or "U.S." are to the United States of America, references to "dollars" or "$" are to the
`currency of the United States, references to "France" are to the Republic of France, and references to "euro" and "€"are to the currency
`of the European Union member states (including France) participating in the European Monetary Union.
`
` Brand names appearing in this annual report are trademarks of Sanofi and/or its affiliates, with the exception of:
`
`•
`
`•
`
`•
`
`trademarks used or that may be or have been used under license by Sanofi and/or its affiliates, such as Actonel®
`trademark of Warner Chilcott; Avilomics® a trademark of Avila Therapeutics Inc.; BiTE® a trademark of
`Micromet Inc., Copaxone® a trademark of Teva Pharmaceuticals Industries; Cortizone10® a trademark of Johnson &
`Johnson (except in the UnitedStates where it is a trademark of the Group); Dynamic Electrochemistry® a trademark of
`AgaMatrix Inc.; Fludara® and Leukine® trademarks of Alcafleu; Flutiform™ a trademark of Jagotec AG; Gardasil®,
`RotaTeq® and Zostavax® trademarks of Merck & Co.; Hyalgan® a trademark of Fidia Farmeceutici S.p.A, under
`license agreement in the United States; Mutagrip® a trademark of Institut Pasteur; Optinate® a trademark of Warner
`Chilcott on certain geographical areas and of Shionogi Pharma Inc. in the United States; Pancreate belonging to
`CureDM; Prevelle® a trademark of Mentor Worldwide LLC USA; RetinoStat® a trademark of Oxford Biomedica;
`
`trademarks sold by Sanofi and/or its affiliates to a third party, such as Altace® a trademark of King Pharmaceuticals in
`the United States; Benzaclin® a trademark of Valeant in the United States and Canada; Carac® a trademark of Valeant
`in the United States; Liberty®, Liberty® Herbicide, LibertyLink® Rice 601, LibertyLink® Rice 604 and StarLink®
`trademarks of Bayer; Maalox® a trademark of Novartis in the United States, Canada and Puerto Rico; and Sculptra® a
`trademark of Valeant; and,
`
`other third party trademarks such as Acrel® a trademark of Warner Chilcott; Aspirine®, Cipro®, Advantage® and
`Advantix® trademarks of Bayer; DDAVP® a trademark of Ferring (except in the United States where it is a trademark of
`the Group); Enbrel® a trademark of Immunex in the UnitedStates and of Wyeth on other geographical areas; Gel
`One® a trademark of Seikagaku Kogyo Kabushiki Kaisha, DBA Seikagaku Corporation; Humaneered® a trademark of
`KaloBios Pharmaceuticals; IC31® a trademark of Intercell AG; iPhone® and iPod Touch® trademarks of Apple Inc.;
`JAKAFI® a trademark of Incyte Corporation; JAKAVI® a trademark of Novartis; Lactacyd® a trademark of Omega
`Pharma NV in the EU; LentiVector®, Stargen™ and UshStat® trademarks of Oxford BioMedica; Libertas™ a
`trademark of International Contraceptive & SRH Marketing Limited in the EU; PetArmor® a trademark of Velcera, Inc.;
`Rebif® a trademark of Ares Trading SA; Rotarix® a trademark of GSK; Trajenta® a trademark of Boehringer
`Ingelheim; Unisom® a trademark of Johnson & Johnson on certain geographical areas (except the United States where
`it is a trademark of Signal Investment); and Xyzal® a trademark of GSK in certain countries and of UCB Farchim SA in
`some others.
`
` Not all trademarks related to investigational agents have been authorized as of the date of this annual report by the relevant
`health authorities; for instance Lyxumia® trade name has not been approved by the FDA.
`
` The data relating to market shares and ranking information for pharmaceutical products, in particular as presented in "Item 4.
`Information on the Company — B. Business Overview — Markets — Marketing and distribution," are based on sales data from IMS
`Health MIDAS (IMS), retail and hospital, for calendar year 2012, in constant euros (unless otherwise indicated).
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`Table of Contents
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` While we believe that the IMS sales data we present below are generally useful comparative indicators for our industry, they may
`not precisely match the sales figures published by the companies that sell the products (including our company and other
`pharmaceutical companies). In particular, the rules used by IMS to attribute the sales of a product covered by an alliance or license
`agreement do not always exactly match the rules of the agreement.
`
` In order to allow a reconciliation with our basis of consolidation as defined in "Item 5. Operating and Financial Review and
`Prospects — Presentation of Net Sales," IMS data shown in the present document have been adjusted and include:
`
`(i)
`
`(ii)
`
`(iii)
`
`sales as published by IMS excluding Sanofi sales generated by the vaccines business, equating to the scope of our
`pharmaceutical operations;
`
`IMS sales of products sold under alliance or license agreements which we recognize in our consolidated net sales but
`which are not attributed to us in the reports published by IMS; and
`
`adjustments related to the exclusion of IMS sales for products which we do not recognize in our consolidated net sales
`but which are attributed to us by IMS.
`
` Data relative to market shares and ranking information presented herein for our vaccines business are based on internal estimates
`unless stated otherwise.
`
` Product indications described in this annual report are composite summaries of the major indications approved in the product's
`principal markets. Not all indications are necessarily available in each of the markets in which the products are approved. The
`summaries presented herein for the purpose of financial reporting do not substitute for careful consideration of the full labeling
`approved in each market.
`
`CAUTIONARY STATEMENT REGARDING FORWARDLOOKING STATEMENTS
`
` This annual report contains forwardlooking statements. We may also make written or oral forwardlooking statements in our
`periodic reports to the Securities and Exchange Commission on Form 6K, in our annual report to shareholders, in our offering
`circulars and prospectuses, in press releases and other written materials and in oral statements made by our officers, directors or
`employees to third parties. Examples of such forwardlooking statements include:
`
`•
`
`•
`
`•
`
`projections of operating revenues, net income, business net income, earnings per share, business earnings per share,
`capital expenditures, cost savings, restructuring costs, positive or negative synergies, dividends, capital structure or
`other financial items or ratios;
`
`statements of our profit forecasts, trends, plans, objectives or goals, including those relating to products, clinical trials,
`regulatory approvals and competition; and
`
`statements about our future events and economic performance or that of France, the United States or any other
`countries in which we operate.
`
` This information is based on data, assumptions and estimates considered as reasonable by the Company as at the date of this
`annual report and undue reliance should not be placed on such statements.
`
` Words such as "believe," "anticipate," "plan," "expect," "intend," "target," "estimate," "project," "predict," "forecast," "guideline,"
`"should" and similar expressions are intended to identify forwardlooking statements but are not the exclusive means of identifying
`such statements.
`
` Forwardlooking statements involve inherent, known and unknown, risks and uncertainties associated with the regulatory,
`economic, financial and competitive environment, and other factors that could cause future results and objectives to differ materially
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`from those expressed or implied in the forwardlooking statements.
`
` Risk factors which could affect the future results and cause actual results to differ materially from those contained in any forward
`looking statements are discussed under "Item 3. Key Information — D. Risk Factors". Additional risks, not currently known or
`considered immaterial by the Group, may have the same unfavorable effect and investors may lose all or part of their investment.
`
` Forwardlooking statements speak only as of the date they are made. Other than required by law, we do not undertake any
`obligation to update them in light of new information or future developments.
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`TABLE OF CONTENTS
`
`Item 1.
`Item 2.
`Item 3.
`
`
`
`
`Item 4.
`
`
`
`
`Item 4A.
`Item 5.
`Item 6.
`
`
`
`
`
`Item 7.
`
`
`
`Item 8.
`
`
`Item 9.
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`
`
`
`
`
`Item 10.
`
`
`
`
`
`
`
`
`
`Item 11.
`Item 12.
`
`Part I
`
`
`Identity of Directors, Senior Management and Advisers
`
`
`
` Offer Statistics and Expected Timetable
`
`
` Key Information
`
`
` A. Selected Financial Data
`
`
` B. Capitalization and Indebtedness
`
`
` C. Reasons for Offer and Use of Proceeds
`
`
` D. Risk Factors
`
`
`
`Information on the Company
`
`
` A. History and Development of the Company
`
`
` B. Business Overview
`
`
` C. Organizational Structure
`
`
` D. Property, Plant and Equipment
`
`
` Unresolved Staff Comments
`
`
` Operating and Financial Review and Prospects
`
`
` Directors, Senior Management and Employees
`
`
` A. Directors and Senior Management
`
`
` B. Compensation
`
`
` C. Board Practices
`
`
` D. Employees
`
`
` E. Share Ownership
`
`
` Major Shareholders and Related Party Transactions
`
`
` A. Major Shareholders
`
`
` B. Related Party Transactions
`
`
` C. Interests of Experts and Counsel
`
`
` Financial Information
`
`
` A. Consolidated Financial Statements and Other Financial Information
`
`
` B. Significant Changes
`
`
` The Offer and Listing
`
`
` A. Offer and Listing Details
`
`
` B. Plan of Distribution
`
`
` C. Markets
`
`
` D. Selling Shareholders
`
`
` E. Dilution
`
`
` F. Expenses of the Issue
`
`
` Additional Information
`
`
` A. Share Capital
`
`
` B. Memorandum and Articles of Association
`
`
` C. Material Contracts
`
`
` D. Exchange Controls
`
`
` E. Taxation
`
`
` F. Dividends and Paying Agents
`
`
` G. Statement by Experts
`
`
` H. Documents on Display
`
`
`
`I. Subsidiary Information
`
`
` Quantitative and Qualitative Disclosures about Market Risk
`
`
` Description of Securities other than Equity Securities
`
`
`Part II
`
`
` Defaults, Dividend Arrearages and Delinquencies
`Item 13.
`
`
` Material Modifications to the Rights of Security Holders
`Item 14.
`
`
` Controls and Procedures
`Item 15.
`
`
`
`[Reserved]
`Item 16.
`
`
`Item 16A. Audit Committee Financial Expert
`
`
`Item 16B. Code of Ethics
`
`
`Item 16C. Principal Accountants' Fees and Services
`
`
`Item 16D. Exemptions from the Listing Standards for Audit Committees
`
`
`Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
`
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`
`
`
`1
`
`1
`
`1
`
`1
`
`3
`
`3
`
`4
`
`19
`
`21
`
`22
`
`83
`
`84
`
`89
`
`90
`
` 148
` 148
` 167
` 181
` 187
` 189
` 194
` 194
` 195
` 196
` 197
` 197
` 201
` 202
` 202
` 203
` 203
` 203
` 203
` 203
` 204
` 204
` 204
` 221
` 223
` 223
` 228
` 228
` 228
` 228
` 229
` 234
`
`
` 242
` 242
` 242
` 242
` 242
` 243
` 243
` 243
` 243
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`
`
`
`
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`Part III
`
`
`
`
`
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`Item 16F. Change in Registrant's Certifying Accountant
`Item 16G. Corporate Governance
`Item 16H. Mine Safety Disclosure
`
`
` Financial Statements
` Financial Statements
` Exhibits
`
`Item 17.
`Item 18.
`Item 19.
`
` 244
` 244
` 245
`
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` 246
` 246
` 246
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`Table of Contents
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`PART I
`
`Item 1. Identity of Directors, Senior Management and Advisers
`
` N/A
`
`Item 2. Offer Statistics and Expected Timetable
`
` N/A
`
`Item 3. Key Information
`
` A. Selected Financial Data
`
`SUMMARY OF SELECTED FINANCIAL DATA
`
` The tables below set forth selected consolidated financial data for Sanofi. These financial data are derived from the Sanofi
`consolidated financial statements. The Sanofi consolidated financial statements for the years ended December 31, 2012, 2011 and
`2010 are included in Item 18 of this annual report.
`
` The consolidated financial statements of Sanofi for the years ended December 31, 2012, 2011 and 2010 have been prepared in
`compliance with IFRS issued by the International Accounting Standards Board (IASB) and with IFRS adopted by the European Union
`as of December 31, 2012. The term "IFRS" refers collectively to international accounting and financial reporting standards (IAS and
`IFRS) and to interpretations of the interpretations committees (SIC and IFRIC) mandatorily applicable as of December 31, 2012.
`
` Sanofi reports its financial results in euros.
`
`1
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`Table of Contents
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`SELECTED CONDENSED FINANCIAL INFORMATION
`
`
`
`
`(€ million, except per share data)
`IFRS Income statement data (a)
`Net sales
`Gross profit
`Operating income
`Net income attributable to equity holders of
`Sanofi
`Basic earnings per share (€) (a)/(b) :
`Net income attributable to equity holders of
`Sanofi
`Diluted earnings per share (€) (a)/(c) :
`Net income attributable to equity holders of
`Sanofi
`IFRS Balance sheet data
`Goodwill and other intangible assets
`Total assets
`Outstanding share capital
`Equity attributable to equity holders of
`Sanofi
`Long term debt
`Cash dividend paid per share (€) (d)
`Cash dividend paid per share ($) (d)(f)
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`As of and for the year ended December 31,
`2012
`2011
`2010
`2009
`
`
`
`
`
`
`
`
` 34,947
` 33,389
` 32,367
` 29,785
` 24,839
` 24,156
` 24,638
` 23,125
`
`6,337
`
`5,731
` 6,535
` 6,435
`
`
`
`
`
`
`2008
`
`
` 27,568
` 21,480
` 4,394
`
`
`
`
`
`
`
`4,967
`
`
`3.76
`
`
`3.74
`
`
`
` 58,265
` 100,407
`
`2,646
`
`
`
`
`
`
`
`5,693
`
`
` 5,467
`
`
`
` 5,265
`
`
`
` 3,851
`
`
`
`4.31
`
`
`
`
`
`4.19
`
`
`
`
`
`4.03
`
`
`
`
`
`2.94
`
`
`4.18
`
`4.29
`
`
`
`
`
` 62,221(g) 44,411
` 100,668(g) 85,264
`
`2,647
` 2,610
`
`4.03
`
`
`
` 43,480
` 80,251
` 2,618
`
`2.94
`
`
`
` 43,423
` 71,987
` 2,611
`
` 56,203(g) 53,097
` 57,338
` 12,499
` 6,695
` 10,719
`2.77 (e)
`
`2.65
`
`2.50
`3.65 (e)
`
`3.43
`
`3.34
`
` 48,322
` 5,961
`
`2.40
`
`3.46
`
` 44,866
` 4,173
`
`2.20
`
`3.06
`
`
`
`
`
`(a)
`
`(b)
`
`(c)
`
`(d)
`(e)
`(f)
`(g)
`
`The results of operations of Merial, for 2010 and 2009, previously reported as heldforexchange, have been reclassified and included in net income of
`continuing operations in accordance with IFRS 5.36., following the announcement that Merial and Intervet/ScheringPlough are to be maintained as
`two separate businesses operating independently.
`Based on the weighted average number of shares outstanding in each period used to compute basic earnings per share, equal to 1,319.5 million
`shares in 2012, 1,321.7 million shares in 2011, 1,305.3 million shares in 2010, 1,305.9 million shares in 2009, and 1,309.3 million shares in 2008.
`Based on the weighted average in each period of the number of shares outstanding plus stock options and restricted shares with a potentially dilutive
`effect; i.e., 1,329.6 million shares in 2012, 1,326.7 million shares in 2011, 1,308.2 million shares in 2010, 1,307.4 million shares in 2009, and
`1,310.9 million shares in 2008.
`Each American Depositary Share, or ADS, represents one half of one share.
`Dividends for 2012 will be proposed for approval at the annual general meeting scheduled for May 3, 2013.
`Based on the relevant yearend exchange rate.
`In accordance with IFRS 3 (Business Combinations), Sanofi made adjustments during the Genzyme purchase price allocation period to some of the
`provisional amounts recognized in 2011 (see Note D.1.2. to our consolidated financial statements included at Item 18 of this annual report).
`
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`SELECTED EXCHANGE RATE INFORMATION
`
` The following table sets forth, for the periods and dates indicated, certain information concerning the exchange rates for the euro
`from 2008 through March 2013 expressed in U.S. dollars per euro. The information concerning the U.S. dollar exchange rate is based
`on the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal
`Reserve Bank of New York (the "Noon Buying Rate"). We provide the exchange rates below solely for your convenience. We do not
`represent that euros were, could have been, or could be, converted into U.S. dollars at these rates or at any other rate. For information
`regarding the effect of currency fluctuations on our results of operations, see "Item 5. Operating and Financial Review and Prospects"
`and "Item 11. Quantitative and Qualitative Disclosures about Market Risk."
`
`
`
`
`
`
`2008
`2009
`2010
`2011
`2012
`Last 6 months
`2012
`September
`October
`November
`December
`2013
`January
`February
`March (2)
`
`Average
`Period
`Rate (1)
`High
`end Rate
`(U.S. dollar per euro)
`1.39
`
`1.47
` 1.60
`1.43
`
`1.40
` 1.51
`1.33
`
`1.32
` 1.45
`1.30
`
`1.40
` 1.49
`1.32
`
`1.29
` 1.35
`
`
`
`
`
`
`
`
`
`
`1.29
`
`1.29
` 1.31
`1.30
`
`1.30
` 1.31
`1.30
`
`1.28
` 1.30
`1.32
`
`1.31
` 1.33
`
`
`
`
`
`1.36
`
`1.33
` 1.36
`1.31
`
`1.33
` 1.37
`1.30
`
`1.30
` 1.30
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Low
`
`
`
`
` 1.24
` 1.25
` 1.20
` 1.29
` 1.21
`
`
`
`
` 1.26
` 1.29
` 1.27
` 1.29
`
`
` 1.30
` 1.31
` 1.30
`
`
`
`(1)
`
`(2)
`
`The average of the Noon Buying Rates on the last business day of each month during the relevant period for the full year average, and on each
`business day of the month for the monthly average. The latest available Noon Buying Rate being March 1, 2013, we have used European Central
`Bank Rates for the period from March 4, 2013 through March 6, 2013.
`In each case, measured through March 6, 2013.
`
`
`
` On March 6, 2013 the European Central Bank Rate was 1.3035 per euro.
`
` B. Capitalization and Indebtedness
`
` N/A
`
` C. Reasons for Offer and Use of Proceeds
`
` N/A
`
`3
`
`https://www.sec.gov/Archives/edgar/data/1121404/000104746913002333/a2212980z20f.htm
`
`10/458
`
`
`
`10/13/2016
`
`https://www.sec.gov/Archives/edgar/data/1121404/000104746913002333/a2212980z20f.htm
`
` D. Risk Factors
`
` Important factors that could cause actual financial, business, research or operating results to differ materially from
`expectations are disclosed in this annual report, including without limitation the following risk factors. In addition to the risks listed
`below, we may be subject to other material risks that as of the date of this report are not currently known to us or that we deem
`immaterial at this time.
`
`Risks Relating to Legal Matters
`
`We rely on our patents and proprietary rights to provide exclusive rights to market certain of our products, and if such patents
`and other rights were limited or circumvented, our financial results could be materially and adversely affected.
`
` Through patent and other proprietary rights such as supplementary protection certificates in Europe for instance, we hold
`exclusivity rights for a number of our researchbased products. However, the protection that we are able to obtain varies from product
`to product and country to country and may not be sufficient to maintain effective product exclusivity because of local variations in
`the patents, differences in national law or legal systems, development in law or jurisprudence, or inconsistent judgments. Moreover,
`some countries are becoming more likely to consider granting a compulsory license to patents protecting an innovator's product;
`India's decision of March 2012 granting a compulsory license to a generic company to a Bayer patent is illustrative of this risk. We are
`involved in litigation worldwide to enforce certain of these patent rights against generics and proposed generics (see "Item 8.
`Financial Information — A. Consolidated Financial Statements and Other Financial Information — Information on Legal or
`Arbitration Proceedings" for additional information). Moreover, patent rights are limited in time and do not always provide effective
`protection for our products: competitors may successfully avoid patents through design innovation, we may not hold sufficient
`evidence of infringement to bring suit, manufacturers of generic products are also increasingly seeking to challenge patents before
`they expire, and our infringement claim may not result in a decision that our rights are valid, enforceable or infringed.
`
` Even in cases where we ultimately prevail in our infringement claim, legal remedies available for harm caused to us by infringing
`products may be inadequate to make us whole. A competitor may launch a generic product "at risk" before the initiation or
`completion of the court proceedings, and the court may decline to grant us a preliminary injunction to halt further "at risk" sales and
`remove the infringing product from the market. Additionally, while we would be entitled to obtain damages in such a case, the
`amount that we may ultimately be awarded and able to collect may be insufficient to compensate all harm caused to us.
`
` Further, our successful assertion of a given patent against one competing product is not necessarily predictive of our future
`success or failure in asserting the same patent against a second competing product because of such factors as possible differences in
`the formulations. Also a successful result in one country may not predict success in another country because of local variations in the
`patents and patent laws.
`
` To the extent valid thirdparty patent rights cover our products, we or our partners may be required to obtain licenses from the
`holders of these patents in order to manufacture, use or sell these products, and payments under these licenses may reduce our profits
`from these products. We may not be able to obtain these licenses on favorable terms, or at all. If we fail to obtain a required license or
`are unable to alter the design of our technology to fall outside the scope of a thirdparty patent, we may be unable to market some of
`our products, which may limit our profitability.
`
`Product liability claims could adversely affect our business, results of operations and financial condition.
`
` Product liability is a significant business risk for any pharmaceutical company, and the Group's ongoing diversification could
`increase our product liability exposure (see notably "— The diversification of the Group's business exposes us to increased risks."
`below). Substantial damage awards and/or settlements have been handed down — notably in the United States and other common law
`jurisdictions — against pharmaceutical companies based on claims for injuries allegedly caused by the use of their products. Such
`claims can also be accompanied by consumer fraud claims by customers or thirdparty payers seeking reimbursement of the cost of the
`product.
`
`4
`
`https://www.sec.gov/Archives/edgar/data/1121404/000104746913002333/a2212980z20f.htm
`
`11/458
`
`
`
`10/13/2016
`
`https://www.sec.gov/Archives/edgar/data/1121404/000104746913002333/a2212980z20f.htm
`
` Often the side effect profile of pharmaceutical drugs cannot be fully established based on preapproval clinical studies involving
`only several hundred to several thousand patients. Routine review and analysis of the continually growing body of postmarketing
`safety surveillance and clinical trials provide additional information — for example, potential evidence of rare, populationspecific or
`longterm adverse reactions or of drug interactions that were not observed in preapproval clinical studies — and may cause product
`labeling to evolve, including restrictions of therapeutic indications, new contraindications, warnings or precautions, and occasionally
`even the suspension or withdrawal of a product marketing authorization. Several pharmaceutical companies have withdrawn products
`from the market because of newly detected or suspected adverse reactions to their products, and as a result of such withdrawal now
`face significant product liability claims. We are currently defending a number of product liability claims (See Note D.22.a) to the
`consolidated financial statements included at Item 18 of this annual report) and there can be no assurance that the Group will be
`successful in defending against each of these claims or will not face additional claims in the future. Furthermore, we commercialize
`several devices using new technologies which, in case of malfunction, could cause unexpected damages and lead to our liability (see
`"— We are increasingly dependent on information technologies and networks." below).
`
` Although we continue to insure a portion of our product liability with thirdparty carriers, product liability coverage is
`increasingly difficult and costly to obtain, particularly in the United States, and in the future it is possible that selfinsurance may
`become the sole commercially reasonable means available for managing the product liability financial risk of our pharmaceutical and
`vaccines businesses (see "Item 4. Information on the Company — B. Business Overview — Insurance and Risk Coverage"). Due to
`insurance conditions, even when the Group has insurance coverage, recoveries from insurers may not be totally successful. Moreover
`the insolvency of a carrier could negatively affect our ability to achieve the practical recovery of the coverage for which we have
`already paid a premium.
`
` Product liability claims, regardless of their merits or the ultimate success of the Group's defense, are costly, divert management
`attention, may harm our reputation and can impact the demand for our products. Substantial product liability claims, if successful,
`could adversely affect our business, results of operations and financial condition.
`
`Claims and investigations relating to competition law, marketing practices, pricing, compliance issues, as well as other legal
`matters, could adversely affect our business, results of operations and financial condition.
`
` The marketing of our products is heavily regulated. The Group's business covers an extremely wide range of activities worldwide
`and involves numerous partners. Despit