Prohibition of Bribes, Kickbacks, Unlawful Payments, and Other Corrupt Practices

While Baxter observes local business customs and market practices, we do not participate in any corrupt practices. We keep accurate business records worldwide to ensure our records reflect actual transactions and payments. All employees and any agents or other individuals representing Baxter must follow the laws of the country in which they operate, applicable United States laws, and these standards.

We will not offer, make, or authorize payment of money or anything of value, directly or indirectly, to:

• Illegally influence the judgment or conduct or ensure a desired outcome or action of any individual, customer, company or company representative.
• Win or retain business or to influence any act or decision of any governmental official, political party, candidate for political office or official of a public international organization.
• Gain an improper advantage.

In some places where Baxter has operations, certain "facilitating payments"--payments intended to expedite routine governmental action of a clerical or ministerial nature--may be permissible. It is often difficult to determine the legality of these payments under local law, applicable United States law, and Baxter standards. Consult applicable gift, grant, sponsored trip, and other financial policies and discuss the situation with the business unit controller and legal counsel before any payments are made.

Baxter maintains a system of internal accounting controls. The books, records, and accounts accurately and fairly reflect business transactions and use of company assets. This system provides corporate supervision over global accounting and reporting activities at all levels. Review any proposed payments with the business unit controller or Corporate Audit to be sure all transactions will be properly recorded.

Following these guidelines should ensure compliance with:

• The Foreign Corrupt Practices Act of 1977 (and subsequent amendments), a United States law which applies to Baxter employees and operations in all locations.
• The United States laws governing Medicare and Medicaid fraud and abuse, which apply within the United States.
• Local laws in every country governing bribes, kickbacks, unlawful payments and other corrupt practices.
• Related laws and regulations in the countries where Baxter does business.