6. Stockholder Proposal Concerning
    Extension of Prescription Drug Patents

The Province of St. Joseph of the Capuchin Order, 1015 North Ninth Street, Milwaukee, WI 53233, owner of 200 shares of Common Stock of the Company, and 20 co-proponents, whose names, addresses and shareholdings will be furnished by the Company upon receiving an oral or written request from a stockholder addressed to the Secretary of the Company, have given notice that they intend to present for action at the Annual Meeting the following resolution:

"BE IT RESOLVED: "Shareholders request the Board of Directors to develop ethical criteria for the extension of patents on prescription drugs and to issue a report on the implications of such criteria. The Report, prepared at reasonable cost and omitting proprietary information, will be made available to all shareholders by September 2003.

"We believe that every person has the right of access to health care; access to needed health care services and products is essential to human development and well-being.

"Advances in pharmaceutical products play a significant role in countering disease and enhancing human health; approved generic pharmaceuticals, lower in cost but equally effective alternatives to brand names, expand access to needed treatments.

"A National Institute for Health Care Management Study, May 2002, found that:

• Two-thirds of drugs approved by the FDA (1989-2000) were modified or identical versions of existing drugs—'me too' products.
  
  
• The percentage of new innovative drugs is decreasing.
  
  
• Modified medicines were often more expensive than older medicines, even where the FDA had found that they offered no significant advantages.
  
  

"There has been much publicity about excessive marketing of 'me-too' drugs and about strategies to extend patents on brand name pharmaceuticals. Changing a small aspect of a patented drug, suing generic companies or paying generic companies not to market their pharmaceuticals have been called 'devious tactics' by critics and 'gaming the patent system' by the chair of the Federal Trade Commission. Such actions harm a pharmaceutical company’s image and affect shareholder value.

"The net result of such actions is not new innovative treatments or cures but:

• Lost cost savings for consumers, including health plans and providers;
  
  
• Lost public image when a company appears to renege on the original patent agreement;
  
  
• Lost value for shareholders when short term financial gain is chosen over long term value;
  
  
• Diminution in the number of truly innovative pharmaceutical products.
  
  

"Our Company's CEO has publicly stated that he believes that inappropriately delaying generic drugs is not beneficial for business, the consumer, or the health care system because generics play an important role in keeping down the rate of increase in drug costs. They also free up resources for health plans and providers to be able to afford truly new and innovative drugs which companies bring to market. 'We will not engage in any practices simply to delay the arrival of a generic to the market,' stated Mr. Gilmartin.

"We commend our CEO for his public statement and call upon our Company to take the next leadership steps on the important issue of patents.

"We believe that the requested policy and implementation report would be beneficial to health care consumers and shareholders, and would enhance our Company's image of transparency and accountability.

"Please vote for this proposal."

Board of Directors' Statement in Opposition to the Resolution

The Board of Directors recommends against adoption of the proposal. The Board and management of the Company believe that the Company has pursued the protection of its intellectual property in a manner that is in the interests of patients, health care payers and stockholders. As acknowledged by the proponents, Merck management has stated clearly that, while Merck will vigorously defend its patents, it will not pursue baseless legal or other remedies designed merely to delay the entry of generic medicines. The Board believes that taking such actions would be inconsistent with the long-term interests of stockholders.

Further, the issue of alleged unjustified actions to extend patents has been the subject of extensive recent study by the U.S. Federal Trade Commission. In its July 2002 report, Generic Drug Entry Prior to Patent Restoration, the FTC made a series of recommendations to address what it found were eight examples of situations between 1992 and 2000 where pharmaceutical companies had used a provision of the Drug Price Competition and Patent Restoration Act of 1984 (commonly known as the Hatch-Waxman law) to delay generic drug entry in a manner that the FTC found did not enhance competition. None of the cited examples involved a Merck product. In October 2002, President Bush proposed a regulation that would address the main recommendation of the FTC to remedy a flaw the FTC identified in this provision of the Hatch-Waxman law.

Given these facts, the Board believes that the expenditure of Company resources to prepare the proposed "ethical criteria for the extension of patents" would not assist the Company in managing its intellectual property. Instead, management will continue to pursue the policies cited favorably by the proponents.

The Board of Directors recommends a vote AGAINST this proposal.