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Guidelines for Communication with the Investment Community (Reg FD)


  Authorized Spokespersons

Investment Community - The following individuals are authorized to communicate with the investment community (including analysts, stockbrokers, individual and institutional shareholders):

  • Chairman/CEO
  • Vice Chairman
  • Vice President, Finance/CFO
  • Corporate Treasurer
  • Vice President, Investor Relations
  • Senior Director, Investor Relations
  • Corporate Secretary
  • Assistant Corporate Secretary

For purposes of these Guidelines, these individuals are referred to as "Authorized Investment Community Contacts."

End of Quarter Communications and Meetings

1. Quiet Period — The period beginning on the quarter-end date and ending at the time of the earnings release for that quarter should be observed as a quiet period with no formal or informal business discussions by management with analysts or investors. However, answers to fact-based questions may be answered via email by investor relations personnel to analysts and investors upon request. Exceptions may occur at the Company's discretion based on need to discuss breaking news or otherwise.

2. Analyst Meetings/Conference Calls — All analyst meetings/conference calls to discuss quarterly and annual financial and business information should be simultaneously broadcast over the internet and/or via telephone conference call to all interested members of the public. Appropriate advance notice of the meeting, and the simultaneous broadcast, should be made in a press release or other method of communication in compliance with Regulation FD.

3. Earnings Press Release — Earnings Press Releases will be released to PR Newswire, furnished to the SEC on a Form 8-K, and posted on the Corporate Website at or prior to the commencement of meeting/call as determined by Investor Relations and the Chief Financial Officer and in compliance with applicable SEC and NYSE rules.

4. Guidance, relative to the First Call revenue and EPS range for an annual period, may be provided in the Earnings Press Release and modifications to guidance may be provided in each quarter in the Earnings Press Release, if necessary. Generally, the Company will not update this guidance or provide additional guidance during the quarter, except as deemed necessary by the Vice President, Finance/CFO, and then only in a public forum in accordance with Regulation FD.

Communications with Analysts

1. Review of Analyst Draft Reports — When asked to review analyst draft reports, the Investor Relations Department should limit review and comment to the following:
(a) Correcting historical factual information only.
(b) Pointing out information that is in the public domain,
(c) Providing non-public information the company believes is clearly not material.
(d) Discussing generally the factors that might influence the underlying assumptions used for future projections.
(e) Not embracing or commenting on long-term projections or conclusions.

2. Review of Earnings Models - The Investor Relations Department should not review earnings models.

Pharmaceutical and Medical Devices Product Pipeline Information

The following information regarding the pipeline of new drugs (including line extensions) and medical devices may be disclosed:

  • Chemical or device name
  • Brand name (if available)
  • Indication
  • Patent expiration date
  • Clinical stage (if appropriate)
  • Mechanism of action
  • Market size/market factors
  • Previously published clinical trial data

Specific projected regulatory filing dates or estimated approval dates for any products, regardless of stage, should not be disclosed (except that general timing, such as year or quarter, for select new molecular entities may be appropriate to disclose). For Pharmaceuticals, the Company's policy is generally to highlight only those products that are in Phase III clinical and beyond. Products in Phase II clinical stage and earlier are generally higher risk and typically many years from the marketplace and generally should not be discussed. Public disclosure related to the Pipeline will take place at key points in the development process (e.g., entering Phase III or a regulatory filing) and will be made in compliance with Regulation FD.