Sales and Marketing Practices

Advertising, Sales, & Labeling

Clinical Consultants, Grants, Honoraria, & Sponsored Trips

Fair Competition & Antitrust

Government Sales

We must preserve Baxter´s reputation as a responsible supplier whose products and services are desired for their features, innovation, quality and value and whose people are respected for performance and integrity. Our long-term success depends on building trusting relationships with our customers. We must conduct our business responsibly, fairly, honestly, and in accordance with applicable laws and regulations.

We must honestly describe Baxter´s products and service features. All advertising, labeling, literature, and public statements must be true. We must not misstate facts or create misleading impressions. We must not unfairly criticize a competitor´s products or services. Some countries prohibit all comments about a competitor as well as their products and services. Consult your business unit lawyer to learn about any applicable laws. We must not promote a product before it is approved or for a use other than that specified in official product literature. When describing products or services, consider the message´s total impression. Omitting important facts or wrongly emphasizing material may be misleading.

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Marketing increases knowledge of products, services or facilities, and enhances the level of medical practice. Some tactics include: 

• Engaging clinical consultants
• Sponsoring medical seminars 
• Awarding grants
• Sponsoring trips to medical meetings or Baxter facilities for professionals or customers  
• Paying honoraria or speaker fees   

Clinical Consultants
Clinical consultants are used to help customers and business partners effectively use our products. Clinical consultants also assist Baxter in understanding the marketplace and the current state of medical and scientific research. Sometimes the consultants help Baxter understand how our customers and patients use our products.

Many countries have laws restricting payments to medical practitioners, including payments through consulting arrangements. Before establishing any relationship with a clinical consultant, review all applicable laws, regulations, and ethical codes in the countries involved as well as in the United States. Business unit lawyers and controllers can help make sure the relationship complies with applicable rules and is properly documented.

 

Giving Grants or Honoraria or Sponsoring Trips
Giving grants or honoraria or sponsoring trips are marketing activities that can be used to build awareness of Baxter and its products and services if all of the following conditions are met:

• The activity´s primary purpose is educational. It must relate to products, services or medical procedures, or other information concerning Baxter´s business.
• Any payment must be carefully evaluated in advance. Determine if it is legal and ethical in both the giver´s and the receiver´s home countries. Consider the laws, regulations and ethical codes that apply to both Baxter and the recipients.
• Any payment must be reasonable in amount and nature. Payments must be made according to Baxter policies and procedures.
• Activities and payments must be accurately documented and pre-approved. They must be made according to applicable laws, regulations, and Baxter policies and procedures.
• No payments are made for a travel companion´s expenses.
• Appropriate documentation must be completed and proper approvals obtained.

Business unit controllers are responsible for ensuring compliance with local laws and Baxter policies. Baxter´s Financial Policies and Procedures manual (Accounting for Grants and Sponsored Trips), as well as country organizations and business units, have written guidelines. If you have questions, ask your business unit controller or lawyer or the Vice President of Corporate Audit.

 

Accepting Speaking Invitations, Consulting Engagements, Honoraria, or Sponsored Trips
Participation in sponsored events helps our company build positive working relationships. It also enhances Baxter´s reputation. Employees may accept invitations to speak at meetings or seminars, consulting engagements, honoraria, or sponsored trips if all of the following conditions are met:

• The activity´s primary purpose is educational. It must relate to products, services, medical procedures, or other information concerning Baxter´s business.
• Activities and payments are evaluated in advance with your supervisor to determine whether they are legal and ethical. Laws, regulations and ethical codes that apply to Baxter, to the speaker, and to the sponsor must be considered.
• Any reasonable payment should be evaluated using the guidelines in the "Gifts and Entertainment" standard in this document.
• Costs related to these events are business expenses that either Baxter or the sponsoring agency will pay. If Baxter pays for the expenses, all appropriate Baxter policies must be followed.

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Baxter is firmly committed to the ideals of free and competitive enterprise. These principles apply to our operations worldwide.

• Buyers in the marketplace should be able to select from a variety of products at competitive prices.
• There should be no artificial restraints such as price fixing, illegal monopolies, cartels, boycotts, or tie-ins.

Antitrust and fair competition laws are technical and vary by country. We must avoid situations that violate the principles of fair competition, as well as situations that violate the law. Here are some general guidelines.

• Do not discuss the following subjects with competitors, whether relating to Baxter´s or the competitors´ products: 
  

  - Pricing or pricing policies (past, present, or future)	- Terms or conditions of sale
  - Royalties	- Lease rates
  - Warranties	- Bids
  - Choice of customers	- Discounts
  - Territorial markets	- Promotions
  - Inventories	- Costs
  - Production capacities or plans	- Profits
  - Distribution or selling strategies

• Baxter is free to select its own business partners. However, cancellations and refusals to sell could raise antitrust or fair competition issues. Consult legal counsel in your business unit and appropriate business management before starting or ending a relationship with, or refusing to sell to any:
  

  - Dealer	- Distrubutor
  - Customer	- Prospective Customer

• Purchases from a supplier should not be dependent on the supplier´s agreement to buy from Baxter.
• Do not negotiate agreements on resale prices with distributors or dealers. Any limits on a distributor´s territory or customers must be reviewed by the legal counsel in your business unit.

Consult with business unit legal counsel to evaluate situations not covered by these guidelines.

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Employees involved in sales to government organizations must be aware of the special rules, laws, and regulations that apply to these markets. Follow these guidelines when doing business with any government organization:

• Do not offer or accept kickbacks, bribes, gifts, or other favors.
• Do not solicit or obtain proprietary or source-selection information prior to the contract or bid award.
• Comply with all laws and government regulations.

If you have questions about selling to government organizations, institutions funded by a government agency, and individuals that work for a government organization, consult the legal counsel in your business unit.

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