`https://www.sec.gov/Archives/edgar/data/1121404/000104746914001951/a2217900z20f.htm
`20F 1 a2217900z20f.htm FORM 20F
`
`Use these links to rapidly review the document
`TABLE OF CONTENTS
`
`
`
`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, 2013
`
`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, Executive 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 2131
`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, 2013 was:
`Ordinary shares: 1,324,320,881
`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.
`
`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 ý No o
`
`Yes o No o
`
`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, 2013.
`
` 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:
`
`•
`
`•
`
`•
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`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.; Copaxone® a trademark of Teva
`Pharmaceuticals Industries; Cortizone10® a trademark of Johnson & Johnson (except in the United States where it is a
`trademark of the Group); Fludara® and Leukine® trademarks of Alcafleu; Flutiform™ a trademark of Jagotec AG;
`Gardasil® and Zostavax® trademarks of Merck & Co.; 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 Advantage® and Advantix® trademarks of Bayer; Atelvia® trademark of Warner
`Chilcott in the United States; 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; iPhone® and iPod Touch® trademarks of Apple Inc.; Lactacyd® a trademark of Omega Pharma NV in
`the EU and several other European countries; Stargen™ and UshStat® trademarks of Oxford BioMedica; 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 2013, in constant euros (unless otherwise indicated).
`
` 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)
`
`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
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`Table of Contents
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`(iii)
`
`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.
`
` Data relative to market shares and ranking information presented herein for our animal health business are based on sales data
`from Vetnosis 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
`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
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`Part I
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`Part II
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`Part III
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`
`
`
`Item 1.
`Item 2.
`Item 3.
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`
`
`Item 4.
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`
`Item 4A.
`Item 5.
`Item 6.
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`Item 7.
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`Item 8.
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`Item 9.
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`Item 10.
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`Item 11.
`Item 12.
`
`Item 13.
`Item 14.
`Item 15.
`Item 16.
`Item 16A.
`Item 16B.
`Item 16C.
`Item 16D.
`Item 16E.
`Item 16F.
`Item 16G.
`Item 16H.
`
`Item 17.
`Item 18.
`Item 19.
`
`TABLE OF CONTENTS
`
`
`
`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
`
`
` Defaults, Dividend Arrearages and Delinquencies
` Material Modifications to the Rights of Security Holders
` Controls and Procedures
`
`[Reserved]
` Audit Committee Financial Expert
` Code of Ethics
` Principal Accountants' Fees and Services
` Exemptions from the Listing Standards for Audit Committees
` Purchases of Equity Securities by the Issuer and Affiliated Purchasers
` Change in Registrant's Certifying Accountant
` Corporate Governance
` Mine Safety Disclosure
`
`
` Financial Statements
` Financial Statements
` Exhibits
`
`
`
`1
`
`1
`
`1
`
`1
`
`3
`
`3
`
`4
`
`18
`
`19
`
`20
`
`75
`
`76
`
`81
`
`82
`
` 134
` 134
` 158
` 172
` 177
` 180
` 185
` 185
` 186
` 186
` 186
` 186
` 190
` 191
` 191
` 192
` 192
` 192
` 192
` 192
` 192
` 192
` 192
` 209
` 210
` 210
` 214
` 214
` 214
` 214
` 214
` 218
`
`
` 226
` 226
` 226
` 226
` 226
` 227
` 227
` 227
` 227
` 227
` 227
` 228
`
`
` 229
` 229
` 229
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`Table of Contents
`
`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, 2013, 2012 and 2011
`are included in Item 18 of this annual report.
`
` The consolidated financial statements of Sanofi for the years ended December 31, 2013, 2012 and 2011 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, 2013. 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, 2013.
`
` 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(b)
` Net sales
` Gross profit
` Operating income
` Net income attributable to equity holders of
`Sanofi
` Basic earnings per share (€)(b) / (c):
` Net income attributable to equity holders of
`Sanofi
` Diluted earnings per share (€)(b) / (d):
` 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 (€)(e)
` Cash dividend paid per share ($)(e) / (g)
`
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`2013
`
`32,951
`22,316
`5,106
`
`As of and for the year ended December 31,
`2012
`2011
`(a)
`(a)
`2010
`
`
`
`34,947
`33,389
`32,367
`24,859
`24,193
`24,638
`6,432
`5,861
`6,535
`
`3,717
`
`
`2.81
`
`
`2.78
`
`52,529
`96,065
`2,641
`
`4,889
`
`
`3.71
`
`
`5,646
`
`
`4.27
`
`
`4.26
`3.68
`
`
`62,221
`58,265
`100,409 100,672
`2,646
`2,647
`
`56,885
`10,414
`2.80&zwsp;(f)
`3.86&zwsp;(f)
`
`57,332
`10,719
`2.77
`3.65
`
`56,193
`12,499
`2.65
`3.43
`
`5,467
`
`
`4.19
`
`
`4.18
`
`44,411
`85,264
`2,610
`
`53,097
`6,695
`2.50
`3.34
`
`
`2009
`
`29,785
`23,125
`6,435
`
`5,265
`
`
`4.03
`
`
`4.03
`
`43,480
`80,251
`2,618
`
`48,322
`5,961
`2.40
`3.46
`
`
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`(a)
`
`(b)
`
`(c)
`
`(d)
`
`(e)
`(f)
`(g)
`
`Includes the impacts of applying the revised IAS 19 (see Note A.2.2. to our consolidated financial statements included at Item 18 of this
`annual report).
`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/Schering — Plough 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
`1,323.1 million shares in 2013, 1,319.5 million shares in 2012, 1,321.7 million shares in 2011, 1,305.3 million shares in 2010, and
`1,305.9 million shares in 2009.
`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., 1,339.1 million shares in 2013, 1,329.6 million shares in 2012, 1,326.7 million shares in 2011, 1,308.2 million shares in 2010,
`and 1,307.4 million shares in 2009.
`Each American Depositary Share, or ADS, represents one half of one share.
`Dividends for 2013 will be proposed for approval at the annual general meeting scheduled for May 5, 2014.
`Based on the relevant yearend exchange rate.
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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 2009 through March 2014 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."
`
`
`
`
`
` 2009
` 2010
` 2011
` 2012
` 2013
` Last 6 months
` 2013
` September
` October
` November
` December
` 2014
` January
` February
` March(2)
`
`Period
`end Rate
`
`1.43
`1.33
`1.30
`1.32
`1.38
`
`
`1.35
`1.36
`1.36
`1.38
`
`1.35
`1.38
`1.37
`
`Average
`Rate
`(1)
`High
`(U.S. dollar per euro)
`1.40
`1.51
`1.32
`1.45
`1.40
`1.49
`1.29
`1.35
`1.33
`1.38
`
`
`
`
`1.34
`1.35
`1.36
`1.38
`1.35
`1.36
`1.37
`1.38
`
`
`1.36
`1.37
`1.37
`1.38
`1.38
`1.38
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Low
`
`1.25
`1.20
`1.29
`1.21
`1.28
`
`
`1.31
`1.35
`1.34
`1.36
`
`1.35
`1.35
`1.37
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`(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 February 28, 2014, we have used
`European Central Bank Rates for the period from March 3, 2014 through March 6, 2014.
`In each case, measured through March 6, 2014.
`
` On March 6, 2014 the European Central Bank Rate was 1.3745 per euro.
`
`B. Capitalization and Indebtedness
`
` N/A
`
`C. Reasons for Offer and Use of Proceeds
`
` N/A
`
`3
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`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 and Regulatory 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 data exclusivity or supplementary protection certificates in Europe, 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 differences in the
`patents, in national laws or legal systems, development in law or jurisprudence, or inconsistent judgments.
`
` Moreover, patent rights are limited in time and do not always provide effective protection for our products. Indeed, competitors may
`successfully avoid patents, for example, through design innovation, and 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
`claims may not result in a decision that our rights are valid, enforceable or infringed.
`
` Also, some countries are becoming more likely to consider granting a compulsory license to patents protecting an innovator's
`product which limits the protection granted to these products.
`
` We are involved in litigation worldwide to enforce certain of our 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) of our small molecule and biologics pharmaceutical products. Even in cases where we ultimately
`prevail in an 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. A successful result against a competing product for a given patent or in a specific
`country is not necessarily predictive of our future success against another competing product or in another country because of local
`variations in the patents and patent laws.
`
` Further, we have increased the proportion of biologic therapeutics in our pipeline relative to traditional small molecule
`pharmaceutical products. With the statutory pathways provided in the U.S. and Europe for biosimilars, biosimilars can be a threat to our
`exclusivity of any biological therapeutics we sell, similar to the small molecule generic threat described hereinabove (see "Changes in
`the laws or regulations that apply to us could affect the Group's business, results of operations and financial condition").
`
` However, with our increasing presence in generics and anticipated entry into biosimilars, we will utilize patent challenge strategies
`against other innovators' patents, similar to those of long established generic companies, but there is no assurance that these strategies
`would be successful.
`
` In certain cases, we or our partners may be required to obtain licenses from the holders of valid thirdparty intellectual property
`rights that cover aspects of our existing and future products in order to manufacture, use or sell them. Any payments under these
`licenses may reduce our profits from such products and 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 thirdparty intellectual
`property rights, 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 as liability claims relating to our new businesses may differ with regards to their nature, scope and
`level, from the types of product liability claims that we have handled in the past.
`
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`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.
`
` 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. This trend has been reinforced by the new European pharmacovigilance
`legislation which has entered in force since July 2012.The Company and the European Regulatory Agencies (under the supervision of the
`PRAC (Pharmacovigilance Risk Assessment Committee)) have implemented systematic and intensive safety signal detection systems
`which may detect safety issues even with mature products that have been used for a long time. This can result in market authorization
`suspension or withdrawals, such as the suspension we experienced with our tetrazepam product (Myolastan®) in 2013.
`
` As a result of a recall or a withdrawal, several pharmaceutical companies 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 product liability claims (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. This is true particularly in the United States, and especially for genericized products where Sanofi is the
`innovator, as innovators have been held liable in some U.S. jurisdictions for damages caused by a product commercialized by generic
`manufacturers. 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"). The legal costs that we would bear for handling such claims and
`potential indemnifications to be paid to claimants could affect our financial condition.
`
` Due to insurance conditions, even when the Group has insurance coverage, recoveries from insurers may not be totally successful.
`Moreover,