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The Guiding Principles of the Merck Foundation (the “Guiding Principles”)

Executive Summary – Scope and Purpose of these Guiding Principles

The Merck Foundation gGmbh (The “Merck Foundation”) is the philanthropic arm of Merck KGaA, Darmstadt, Germany and an independent not-for-profit organization that exclusively and directly serves charitable purposes. As a not-for-profit organization, charitable institution the Merck Foundation does not engage in any commercial activity of Merck. For the purposes of these Guiding Principles, “Merck” shall mean Merck KGaA, Darmstadt, Germany, and its affiliates and subsidiaries.

Given its status as a charitable institution and an independent not-for-profit organization, the activities of the Merck Foundation will not be listed in Merck’s Corporate Responsibility report or corresponding reports. The Merck Foundation will issue its own reports and manage their programs independently. 

These Guiding Principles summarize and specify the underlying principles governing the programs and activities of the Merck Foundation. It shall enhance the awareness regarding the applicable legal requirements and provide guidance for any activities and decision-making processes.

These Guiding Principles establish universally applicable standards for proper interaction with third parties and the ethical execution of the programs and activities of the Merck Foundation whether in the healthcare domain or otherwise and aims at ensuring that any activities related to the Mission of the Merck Foundation (as described below) are conducted in accordance with Applicable Laws and Codes, the Merck Code of Conduct and the highest ethical standards.

Sections

Executive Summary – Scope and Purpose of these Guiding Principles
1. Scope
2. Rationale, Objective and Mission of Merck Foundation
3. Activities of the Merck Foundation
    3.1 Basis of Interactions and Activities
    3.2 Activities of the Merck Foundation
4. Merck Foundation’s Partners
5. No medical advice by Merck Foundation
6. Compliance with Applicable Laws and Codes Ethical Standards
     6.1 Applicable Laws and Codes
     6.2 Highest Ethical Standards
7. Reporting, Disclosure and Recordkeeping
Glossary/Definitions

1. Scope

These Guiding Principles describe the framework for responsible behavior for any actions taken for and on behalf of the Merck Foundation, in the field of interacting with its Partners (as defined in Section 2 below) of the Merck Foundation. These Guiding Principles are consistent with and reflect the values of the Merck Code of Conduct (referred to under Section 6.2 below).

These Guiding Principles apply to the Merck Foundation and all its functions and employees as well as all third parties acting for and on behalf of the Merck Foundation.

Complying with these Guiding Principles is the responsibility of each employee of the Merck Foundation and each third party acting for and on behalf of the Merck Foundation. The management of the Merck Foundation must ensure that all employees of the Merck Foundation and any third party acting for or on behalf of the Merck Foundation are aware of and comply with the provisions of these Guiding Principles.

2. Rationale, Objective and Mission of Merck Foundation

The Mission: The Merck Foundation aims to expand professional capabilities in healthcare research and media, improve access to innovative and equitable healthcare solutions, empower women and youth in education with a special focus on STEM (Science, Technology, Engineering and Mathematics), build advocacy to address health, social and economic challenges and raise awareness of disease prevention and early detection through access to information, health and change of mind-set.

To accomplish their Mission, the Merck Foundation cooperates with various partners, including but not limited to Healthcare Professionals, Healthcare Organizations, patient associations, other parties involved in healthcare decision-making, communities, governmental bodies or institutions, bodies or institutions of the public sector, academic institutions and non-healthcare related organizations or institutions (all together referred to as “Partners” and individually as a “Partner”).

At Merck Foundation, in line with our mission, we strive to execute impactful programs towards; improving access to innovative healthcare solutions in developing countries and underserved communities; building healthcare and scientific research & media capacity; empowering women and youth in education with a special focus on STEM, build advocacy to address health, social and economic challenges and raise awareness of disease prevention and early detection through access to information, health and change of mind-set and advancing people’s lives through science and technology. Our first concern is ensuring that stakeholders, beneficiaries of our programs and our Partners receive truthful and non-misleading awareness information through our campaigns. However, we are equally committed to earning the trust of our Partners, stakeholders and the beneficiaries of our programs.

3. Activities of the Merck Foundation

3.1 Basis of Interactions and Activities

Merck Foundation programs, activities, interactions and engagements with any of their Partners, also including Healthcare Professionals, Healthcare Organizations and Patient Organizations as well as governmental bodies or institutions, bodies or institutions of the public sector, academic institutions or non-healthcare related Partners, are purely non-commercial and non-promotional in nature and tone. The Merck Foundation does not engage in any promotional or commercial activities relating to Pharmaceutical Products.

Our relationships with our Partners, and our activities are limited and solely intended to benefit communities, through our efforts to expand professional capabilities in healthcare and media, improving access to innovative healthcare solutions, empowering women and youth through education with special focus on STEM , build advocacy to address health, social and economic challenges and raise awareness of disease prevention and early detection through access to information, health and change of mind-set in developing countries and underserved communities with the intent to benefit them. Interactions shall be focused on providing scientific and educational information and supporting scientific research and education.

3.2 Activities of the Merck Foundation

The Merck Foundation envisages to accomplish their Mission and conduct its programs by way of the following activities:

Grant of Scholarships:
The Merck Foundation offers scholarship programs, master’s degree and diplomas in its effort to build healthcare and scientific research capacity and empowering people in STEM (Science, Technology, Engineering, and Mathematics) with a special focus on women and youth. With its scholarship programs the Merck Foundation intends to improve access to healthcare and to increase the number of healthcare specialists in developing countries and underserved communities.

Sponsorships of attendance of Healthcare Professionals to Scientific Educational Programs:
For the purpose of enhancing scientific medical education and scientific knowledge the Merck Foundation may provide sponsorship to Healthcare Professionals to attend scientific educational programs and social economic development activities initiated by the Merck Foundation or third parties. Such sponsorships help to ensure the dissemination of the latest and most accurate information and insights on disease areas and related interventions that are critical to the improvement of patient care and overall enhancement of the healthcare system.

Conducting Scientific Training Programs as scientific contributions to society:
The Merck Foundation conducts and supports the provision of educational training programs for scientific contribution to society (“Scientific Training Programs”). In the healthcare domain, such programs can help to provide Healthcare Professionals, patients or community members with the latest and most accurate information and insights on early diagnosis and prevention of communicable and non-communicable diseases and related interventions that are critical to the improvement of patient care and overall enhancement of the healthcare system. Scientific Training Programs focus on scientific or medical topics such as disease state education (prevention, management and awareness) or recent scientific developments relating to a health condition and strictly do not have any marketing or promotion related to Pharmaceutical Products.related content.

Speaker, consultant and expert engagements:
In connection with Scientific Training Programs referred to above, the Merck Foundation may retain certain qualified Healthcare Professionals and experts as service providers, e.g. as consultants or advisor (e.g. to advise or provide information to the Merck Foundation on a range of topics, such as disease states, community challenges and solutions, disease awareness and prevention) or as speakers to deliver presentations on topics such as scientific education, social economic development or related areas, in each case particularly designed to serve the unmet healthcare, social and economic needs of developing countries with special focus on disease prevention and early detection, change of mindset, women and youth empowerment and nutrition awareness.

Donation for patient benefits:
The Merck Foundation provides donations for the benefit of patients. Such donations shall, among other things, be intended to directly benefit patients (rather than institutions, organizations or associations), be made for the purpose of supporting healthcare or scientific research and be in amounts that are reasonable and commensurate with the legitimate need.

Disease prevention and early detection and community awareness activities:
The Merck Foundation conducts disease prevention and early detection and community awareness activities and/or provide relevant materials. Such activities and materials shall focus on raising health awareness, disease early detection and prevention addressing social and economic challenges and myth busters of a medical condition or social misconception or the state of the disease in general only and shall not promote any Pharmaceutical Product. Any such activity is intended to raise the public’s widespread understanding and acknowledgement on a societal level.

Community Donations:
In light of their Mission the Merck Foundation may provide donations to community, which shall, among other things, be intended to improve social and economic conditions and contribute to disaster relief when possible in developing countries and underserved communities with the aim to serve the Mission of the Merck Foundation and be in amounts that are reasonable and commensurate with the legitimate need.

Awards:
As part of their efforts to ensure communities are widely, correctly and ethically informed of health and sensitive topics, the Merck Foundation may announce awards (each an “Award”) to various groups to achieve this objective, including but not limited to scientific Awards to enhance research to empower women and youth in STEM and awards to advance media capacity and improve community awareness. Award may be in the form of money or other transfer of value in recognition of the individual’s efforts to contribute to the accomplishment of the Mission of the Merck Foundation. Awards may be granted to an individual or a group of individuals depending whether the submitter is an individual or a group.

4. Merck Foundation’s Partners

The Merck Foundation will actively seek to ensure that all our Partners abide by applicable standards, in particular including these Guiding Principles, as long as they represent us, by proper selection of our Partners on the basis of expertise and integrity, by using contracts, with appropriate compliance provisions and clear descriptions of the parties’ obligations during their interactions with the Merck Foundation, and, where appropriate, by monitoring and auditing.

The Merck Foundation is open to partner on programs that contribute to their goal of improving the health and wellbeing of people living in underserved communities and advance their lives through science and technology. The Merck Foundation is dedicated to sharing their expertise to jointly develop and implement those programs.

5. No medical advice by Merck Foundation

Under no circumstances will the Merck Foundation provide directly or indirectly any kind of medical advice on personal medical matters. The Merck Foundation is strictly prohibited to referring or advising individuals seeking medical advice. If any such advice is sought from the Merck Foundation, the requestor shall be advised to obtain - at their own responsibility - medical advice from a Healthcare Professional.

6. Compliance with Applicable Laws and Codes Ethical Standards

6.1 Applicable Laws and Codes
The Merck Foundation is committed to and complies with all Applicable Laws and Codes.
“Applicable Laws and Codes” shall, for the purposes of these Guiding Principles mean any international, regional, national, and local laws, regulations, competent authorities’ decisions and guidelines, and industry codes governing an activity or interaction of the Merck Foundation, which may include those of the country where the Merck Foundation is located, where the activity or interaction takes place, where a Healthcare Professional practices his/her profession and/or where a Healthcare Organization has its place. “Codes” shall, for the avoidance of doubt, also include codes covering activities related to healthcare and healthcare professionals and which the Merck are subject to, such as the codes of the International Federation of Pharmaceutical Manufacturers & Associations (IFPMA) or the European Federation of Pharmaceutical Industries Associations (EFPIA).

6.2 Highest Ethical Standards
Furthermore, Merck, and therefore the Merck Foundation as the philanthropic arm of Merck KGaA, Darmstadt, Germany, are committed to the adherence with the high ethical standards as set forth below:

(i) Merck supports relevant initiatives by other organizations concerning responsible corporate governance, including the following:
• Merck has been a signatory in the United Nations Global Compact since 2005 and has expressed their commitment to comply with the compact’s ten principles regarding human rights, labor standards, environmental protection, and anti-corruption.
• Merck is a signatory to the Responsible Care Global Charter adopted by the International Council of Chemical Associations (ICCA). The charter and the Responsible Care program both aim to continually improve performance by the chemical industry with regard to product safety, environmental protection, health, plant safety, and security. Within the scope of this voluntary initiative and of the resulting guidelines of certain local Responsible Care programs, we have committed ourselves to focusing on voluntary cooperation with government bodies and other stakeholders that goes far beyond complying with statutory regulations.

(ii) Merck fulfills its responsibilities to the environment through a global Environment, Health and Safety Policy and through a group-wide environmental management system. This framework is based on documents such as the Responsible Care Global Charter of the chemical industry; it also draws on ISO 14001 and OHSAS 18001, two internationally recognized standards that govern environmental management systems as well as occupational health and safety systems. An ISO 14001:2004 group certificate for environmental management system has been obtained and the new ISO 14001:2015 requirements released in September 2015 are met.

(iii) In addition, Merck has established a worldwide Code of Conduct for its and its subsidiaries’ (including the Merck Foundation’s) employees and adopted a Human Rights Charter (each available upon request), which brings together and complements the human rights aspect from other company regulations and guidelines such as the Code of Conduct and the Environment, Health and Safety Policy. The overarching principles underlying the Human Rights Charter are guided by internationally recognized standards such as the UN Guiding Principles for Business and Human Rights, Universal Declaration of Human Rights and the ILO Declaration on Fundamental Principles and Rights at Work.

(iv) Merck is training and educating its employees on a constant level regarding the knowledge and compliance of the principles listed above. In addition, the compliance management system and the compliance of its employees with Applicable Laws and Codes and ethical standards are constantly audited.

(v) Merck imposes requirements on and set standards for its co-operations with its partners. Merck expects from partners to share the commitment to high standards of ethical and legal behavior.

(vi) Based on these memberships and internal guidelines, Merck, Merck Foundation and their subsidiaries are committed to ethical and lawful company management with the following basic principles:

• Respect for human rights
• Compliance with applicable laws
• No tolerance or participation in corruption
• Respect for fundamental employment rights
• Prohibition of child labor
• Protection of health and safety of employees
• Acceptance of and complia

7. Reporting, Disclosure and Record keeping

The Merck Foundation undertakes to comply with any reporting and disclosure requirements applicable under Applicable Laws and Codes or otherwise and shall ensure that appropriate records and documents are maintained as required to evidence compliance.