GENERAL TERMS OF ACCESS AND USE FOR THE SYNERTRADE WEB SITE sanofi.synertrade.com

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1 GENERAL TERMS OF ACCESS AND USE FOR THE SYNERTRADE WEB SITE sanofi.synertrade.com Access to the web site and to the various services offered for a given invitation to tender, is reserved to users approved in advance by Sanofi-Aventis Groupe or an affiliate, part of the Sanofi group (hereinafter Sanofi ), that is, the purchasers of the Sanofi group and suppliers who were preselected by Sanofi to participate in this invitation to tender. Suppliers undertake (i) to comply with these terms of use and access to the Web Site, (ii) and are reputed to have consulted and undertake to respect the Legal Notice without reservation (available for consultation from the homepage of the Web Site). Suppliers recognise that Sanofi is free to modify these terms of use at any time. To the extent possible, Sanofi shall post a notice on the main screen indicating that there is a new version of these terms of use. 1. DEFINITIONS Invitation to Tender means the procedures whereby the Web Site informs the Suppliers of the request from the Client or Clients. Client(s) means the purchasers of the Sanofi group. Terms of Use means these general terms governing access to and use of the Web Site. Purchasing Period means the period in which Suppliers submit their offers and firm tenders to the Client, in the Tender Room. Supplier(s) means the Suppliers preselected by Sanofi. That is to say, suppliers identified by Sanofi as suppliers which can participate in an Invitation to Tender, who agree the Terms of Use, and undertake to respect the Legal Notice without reservation. Tender(s) means a firm and irrevocable tender of goods or services by the Supplier as defined at the close of the Purchasing Period. This consists of (i) information on the Invitation to Tender that may have been disclosed somewhere other than on the Web Site, (ii) information placed online during the Purchasing Period, including without limitation all the documents and/or the commercial proposal, as well as (iii) the best price offered by the Supplier, validated by its password. Tender Room means the secure virtual room accessible on the Web Site, designed for use during the Purchasing Period. Services means the services offered in the Tender Room as defined in Section 2.1. Web Site means the following web site: User(s) means the Clients and the Suppliers. 2. SERVICES 2.1 Description of Services 1

2 The Web Site is offering Clients and Suppliers access to a Tender Room permitting them to use a group of services and categories to manage and organise the handling of Tenders submitted by the Suppliers in response to the Invitation to Tender. The Services will allow Clients to securely post the Invitation to Tender and Suppliers to securely consult and respond to the Invitation to Tender and to send messages to the Clients who will view their response. Suppliers may participate during a Purchasing Period in the Tender Room. The main features of the Tender Room are as follows: The Tender Room is set up for a single Invitation to Tender by a Client or a group of Clients, The Suppliers present in the Tender Room were preselected by Sanofi, The Suppliers have access to the Tender Room permitting them to consult and respond to the Invitation to Tender, and send messages to the Clients who will view their response. The Tender Room allows Suppliers to remain anonymous in respect of other Suppliers. Unless otherwise provided, any new feature that improves or enhances one or more existing Services or any new service introduced on the Web Site shall be governed by these Terms of Use. 2.2 Access to Services Suppliers access to the Site is conditioned on express permission from Sanofi. Services can be accessed via the Internet round-the-clock, seven days a week, unless Service is interrupted or in a case of force majeure as described in Sections 4 and 7. The cost of telephone calls, connections and fees due for the access of the Internet Site shall be borne by the Users. In the event difficulties are encountered using the Services, Suppliers may contact the help line of the Web Site at the address: sanofi.support@synertrade.com, which shall use its best endeavours to assist them. 2.3 Identification Security Sanofi shall assign the Suppliers a user name and a password that shall be valid for all the Invitations to Tender. The password shall allow Suppliers to have access to the Invitations to Tender for which they have been preselected. Suppliers shall be solely responsible for keeping their user name and password confidential and for any acts that may be committed under their user name or password. Suppliers undertake not to communicate their user name or password to third parties. Suppliers undertake to promptly notify Sanofi of any unauthorised use of their user name or password, and of any breach of security. In the event that a third party uses an assigned user name or password, Sanofi may cancel access. Suppliers shall ensure that they actually log out after each session on the Web Site. Suppliers undertake to (i) provide true, accurate, complete and up-to-date information and (ii) regularly update the said information and keep it current in order to ensure that it remains true, accurate, complete and up-to-date. 2

3 If information provided by Suppliers proves to be wrong, inaccurate, out-of-date or incomplete, Sanofi shall be entitled to suspend or cancel the access to the Web Site and promptly deny the Suppliers concerned future access to all or part of the Services. Suppliers shall use the same level of care when they participate during a Purchasing Period as they would use when participating in a similar transaction offline. Sanofi shall not be responsible for any loss or damage due to non-compliance by Suppliers with the above obligations. 3. OBLIGATIONS 3.1 Suppliers Obligations Suppliers undertake to: Use their own hardware to regularly back up any data or content that they wish to retain, Accurately, clearly and unambiguously describe the Tender of goods or services available in the Tender Room, Keep their Tender firm and irrevocable for a period of eight (8) weeks or, where applicable, for the period specified in the Invitation to Tender, depending on the Purchasing Period, Not to submit a Tender designed to rig the deal during the Purchasing Period, Not to submit a similar tender on any other medium at any time during the Purchasing Period, Ensure that neither the sale, nor the existence of the goods or services themselves, nor the price quoted, nor any activity and/or communication in which they are involved during the Purchasing Period infringes the rights of any third party, or any law in force, or proves to be offensive, insulting, false, unreliable, untrue or misleading, Not to assign or use for any other purpose the details of those Users whose identity they may come to know, in any manner whatsoever, Comply with the laws and regulations governing their activities, Deal with questions and claims concerning their Tender. Keep strictly confidential the information transmitted by Sanofi during the Invitation to Tender Process. 3.2 Obligations of Sanofi Sanofi undertakes to keep strictly confidential the information received during the Invitation to Tender process. Sanofi undertakes in particular to maintain the strictest confidentiality having regard to competing Suppliers. In accordance with the French law n dated 6 August 2004 relative à la protection des personnes physiques à l égard des traitements de données à caractère personnel, et modifiant la loi n du 6 janvier 1978 relative à l informatique, aux fichiers et aux libertés, Users shall have a right to consult, modify and withdraw any personal data of which Sanofi is apprised in connection with the use of the Services. 3

4 Any request may be sent: Either at the address: Or by post at : Direction des Achats Sanofi - Sanofi-Aventis Groupe 80 Avenue Raspail GENTILLY France. 4. LIABILITY OF SANOFI Sanofi shall be relieved of any liability in the event that the Services are not used in accordance with the Terms of Use. If one or more Suppliers provide information or engage in conduct which is unreliable or illegal or contrary to the provisions of the Terms of Use in any manner whatsoever, the other Suppliers undertake to relieve Sanofi of any liability that may arise therefrom. Sanofi shall not be liable for any damage or loss that may result from the loss, disappearance or alteration of data, loss of profits and/or loss of opportunity. The Suppliers agree that Sanofi shall not be liable for non-fulfilment of one of the requirements of the Terms of Use due to the occurrence of an event of force majeure normally recognised by the French courts. 5. GUARANTEE FOR CLIENTS Sanofi is free, within the framework of the Invitation to Tender, to contract with any Suppliers that he wishes, including those whose Tender is not the lowest submitted. In addition, Sanofi is free to refuse all Tenders submitted by Suppliers, even though they use the Services. 6. USE OF DATA INTELLECTUAL PROPERTY RIGHTS The information that appears on the Web Site is owned either by Sanofi or has been subjected to authorisation of use granted to it. Access to the Services does not transfer any rights to the Suppliers. The content of the Web Site accordingly shall not be lent, exchanged or sold in any manner whatsoever, in whole or in part, nor shall some or all of the data be extracted and transferred to another medium. In addition, the Suppliers acknowledge that any rights, manufacturer s trademarks or intellectual property rights that are a part of or relate the Services belong to Sanofi or have been subjected to authorisation of use granted to it. They agree not to use those intellectual property rights or the Services other than for the purposes provided for in the Terms of Use. Suppliers undertake to ensure that all the intellectual property rights that it implements in the context of the Tender are free from any restriction or easement and do not constitute any infringement of rights belonging to third parties. To this end, Suppliers indemnify Sanofi against any claim from any third party relating to the said rights. 7. INTERRUPTION OF SERVICES TERMINATION 4

5 Sanofi reserves the right at any time to modify or interrupt, temporarily or permanently, some or all of the Services in order to perform maintenance work and/or to improve them. To the extent possible, Sanofi undertakes to notify the Suppliers of each new modification/interruption of the Services. Sanofi shall not be liable to the Suppliers or to any third party for any change, suspension, interruption, delay, inability to access the Internet or for certain services or content or for any other problem involving transmission over telecommunications networks which disrupt the use of Service. Sanofi reserves the right to withdraw Tenders submitted by a Supplier or to automatically suspend, without prior notice or any legal formality, temporarily or permanently, access to the Tender Room or to the entire Web Site: By any Supplier which fails to comply with any of its obligations, By any Supplier which uses the Services in a manner contrary to the Terms of Use, public policy or morality, In the case of any act affecting the operation of the Services, such as for example malicious mischief or acts involving viruses, In the case of any infringement of the proprietary or extra-proprietary rights of a third party or of Sanofi. Where applicable, Sanofi shall notify Users of the said suspension by or by post. 8. SUNDRY PROVISIONS Any request relating to the application of the Terms of Use may be sent to the customer service department: Either at the address: Or by post at : Direction des Achats Sanofi - Sanofi-Aventis Groupe 80 Avenue Raspail GENTILLY France. 8. JURIDICTIONNAL DISPOSAL The Terms of Use and its content have been created in accordance with the rules applicable in France. Any disputes concerning the interpretation, performance and/or termination of the Terms of Use shall be settled by the Parties and/or their legal counsel. Failing amicable agreement, any dispute between the parties concerning the interpretation, performance or termination of the Terms of Use shall be subject to the exclusive jurisdiction of the courts of Paris. 5