Thank you, Dick. Once again, it's good to be with you this afternoon.

We meet at an exciting time for Merck Research Laboratories.

We have established a strategy of science-based diversification to manage the risks inherent in drug discovery research.

We are enthusiastic about our planned merger with Schering-Plough and we are anticipating the added value to our research strategy and to our pipeline that this merger will produce.

We are advancing the most promising candidates in our pipeline so that we can continue to bring to market the drugs and vaccines that patients want and need.

As Dick said, we are building the new Merck.

Merck's success is, and always has been, directly linked to the success of our research efforts. Research that leads to the development of therapeutic treatments that address the unmet medical needs of the patients we serve is fundamental to Merck.

Yet the very nature of drug discovery and development involves risk. Not every promising compound develops into a new drug. Not every brilliant theory results in a practical application. Not every research investment yields a profitable product.

Scientific research always involves risk. But that risk can be managed.

At MRL, we have been managing the inherent risk of science-based research and development by diversifying our portfolio. This science-based diversification means that we are balancing the various levels of risk involved with the various avenues of research.

We are diversifying the patient populations for whom we seek to develop new medicines. We are working to produce medicines that will serve the needs of patients in primary care, in specialty care, and in hospital settings.

We are diversifying our approaches to the drug development process. We are balancing our investments across diverse approaches that carry different probabilities of success.

First, we continue to invest in novel targets and innovative technologies that could lead to future breakthroughs. And while these novel approaches may have a low probability of success, we think it is critical to pursue them because they have the potential for a maximum impact on human health, as we know from experience.

Next, we are also pursuing best-in-class products that improve upon treatments that have already shown clinical proof of concept. Our goal with this approach is to reduce undesirable side effects, or to make it easier to take or administer an existing drug. This approach has a higher probability of success.

And third, by successfully managing the entire lifecycle of our existing drugs, we are pursuing avenues that both deliver maximum value to patients and carry the highest probability of success. By developing new formulations and indications, we are working to meet the needs of even more patients.

Using all three of these approaches, our researchers have continued to bring forward innovative products to meet patient needs.

Most recently, our approach to the discovery of novel and best-in-class medicines has led to JANUVIA, GARDASIL, and ISENTRESS.

In addition, by using our diversified approach to development, we have advanced several promising product candidates into late-stage clinical testing. These include potential new treatments for heart failure, atherosclerosis, migraine, cancer, diabetes, and osteoporosis.

I should also mention that we are diversifying our portfolio of modalities for developing new products.

We are pursuing promising avenues of research in small molecules, vaccines, biologics, peptides, and RNAi.

The promise of RNAi technology, for example, is not yet proven. But it has the potential to completely change the landscape for the development of new medicines. We are committed to exploring innovative and promising technologies such as RNAi because while there is risk involved, the potential rewards make it a risk worth taking.

This commitment to science-based diversification allows MRL to manage the inherent risks in scientific research while still allowing us to invest in innovative science that could advance patient care.

It makes it possible for us to continue the research that has long made Merck a global leader in the discovery and development of new drug therapies and vaccines.

And it makes it possible for us to achieve both incremental advances and great leaps forward in patient treatment and care.

Merck's commitment to discovering and developing important therapies for patients is at the heart of our company. It's a commitment that Schering-Plough shares.

This shared commitment, coupled with the numerous other complementary aspects of our two organizations, will make our combined research and development capacity even greater than that of each of our organizations alone.

Merck and Schering-Plough's R&D organizations share a common culture of scientific excellence.

Their pipeline, like ours, is strong and innovative. Their scientists are working in mechanisms not tested before and they are breaking new ground in a variety of therapeutic areas.

Schering-Plough, like Merck, has a diversified research portfolio. Their researchers are pursuing novel medicines. They are developing best-in-class products. And they are working successfully to extend the indications of their existing drugs, and to bring to market new formulations that make it easier for patients to take their medicines.

Once the transaction between Merck and Schering-Plough is complete, we will have a significantly more diverse R&D portfolio. This diversity, however, will be in many of the same therapeutic areas where we have already been focusing, including cardiovascular, metabolic, respiratory, and infectious diseases, as well as in immunology.

In those areas where our capacity is still maturing – such as oncology and neuroscience – Schering-Plough already has an established presence.

So in both oncology and neuroscience, this transaction will accelerate our progress far faster than we could have achieved on our own.

This transaction will also substantially increase Merck's position in biologics. Schering-Plough has considerable experience in biologics discovery, development, and manufacturing, and an attractive early-stage biologics pipeline.

Adding Schering-Plough's unique biologics capabilities will extend our reach and our capabilities. It will complement Merck's novel proprietary biologics platform and will advance our commitment to become an industry leader in this rapidly advancing field.

And while we each have been pursuing new therapies in many of the same therapeutic areas, there will actually be very little overlap within each area. That's because the compounds with which we have been working do not have the same targets or mechanisms of action.

Our two pipelines truly do dovetail. With just two exceptions, there is no overlap in the approaches we are taking in our late stage pipelines. Given the size of each pipeline, it is remarkable that there are only two examples of compounds with the same mechanism of action.

When we look at the late-stage compounds we each have in development, we see just how well our pipelines are aligned. The area of cardiovascular disease illustrates this clearly.

At Merck, we have been making major investments in compounds to treat atherosclerosis and heart failure. We currently have three compounds in Phase III and two in Phase II of development for the treatment of atherosclerosis.

At Schering-Plough, their R&D focus in the cardiovascular field has been on atherothrombosis. Their Phase III compound, a thrombin receptor antagonist, or TRA, is designed to prevent and treat atherothrombotic events in patients with acute coronary syndrome. I consider TRA to be the most exciting compound in Schering-Plough's pipeline.

Being able to offer treatment for both atherosclerosis and atherothrombosis would make Merck a clear leader in the prevention and treatment of cardiovascular disease. And this is just one of the therapeutic areas where this will be true.

By rigorously prioritizing our portfolios – and by using outside experts to help us in that effort – we will make the best use of our combined R&D expertise and experience to ensure that we deliver innovative medicines to address unmet medical needs.

The complementary nature of the work we have each been pursuing is such that the combination of our two research organizations will produce an acceleration of the strategic directions that we have already established.

So rather than trying to bring together two research organizations that largely duplicate each other, our combined capacity will instead deepen and broaden our ability to advance our research in the therapeutic areas in which we are concentrating. Our Phase III pipeline, for example, will double to 18 candidates.

I am confident that we will achieve leadership across the therapeutic areas in which we have concentrated our focus sooner than we otherwise would have. Indeed, I believe that our combined pipeline will be, without question, the best in the industry.

Since we met a year ago, Merck's own pipeline, of course, has continued to advance. As of February 15th, eighteen compounds have entered Phase I. Eleven have advanced into Phase II of development. And three have advanced into Phase III. We have achieved important progress across the entire spectrum of our therapeutic areas.

As we approach the expected conclusion of the merger between Merck and Schering-Plough, there is, of course, some concern about just how successfully we will be able to combine our two research organizations. That concern is understandable, given the experience that others in the industry have endured following large mergers.

What makes this transaction different – and what will enable us to avoid the difficulties others have faced – is that our two research organizations are truly complementary.

First, we work hard to manage the inherent risk of pharmaceutical research and development. By adding Schering-Plough's pipeline to Merck's, we are enhancing and accelerating our commitment to science-based diversification.

Second, our scientists share a commitment to excellence and the vision of leveraging the best science to meet major unmet medical needs.

And third, the compounds in our combined pipeline will broaden and strengthen our pipeline, with almost no duplication. We believe our combined pipeline will be the best in the industry.

In short, we are bringing together two research organizations that already have a lot in common. Those common elements will provide us with greater opportunities to advance science and innovation in the cause of relieving human suffering and promoting human health. They will help ensure that Merck Research continues to do what it has always done best – discover and continuously develop the drugs and vaccines that patients want and need.

Thank you.

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Forward-Looking Statements

These remarks include "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements about the benefits of the proposed merger between Merck and Schering-Plough, including future financial and operating results, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Merck's and Schering-Plough's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the possibility that the expected synergies from the proposed merger of Merck and Schering-Plough will not be realized, or will not be realized within the expected time period, due to, among other things, the impact of pharmaceutical industry regulation and pending legislation that could affect the pharmaceutical industry; the ability to obtain governmental and self-regulatory organization approvals of the merger on the proposed terms and schedule; the actual terms of the financing required for the merger and/or the failure to obtain such financing; the failure of Schering-Plough or Merck stockholders to approve the merger; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions; Merck's and Schering-Plough's ability to accurately predict future market conditions; dependence on the effectiveness of Merck's and Schering-Plough's patents and other protections for innovative products; the risk of new and changing regulation and health policies in the U.S. and internationally and the exposure to litigation and/or regulatory actions. Merck and Schering-Plough undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Merck's 2008 Annual Report on Form 10-K, Schering-Plough's 2008 Annual Report on Form 10-K and each company's other filings with the Securities and Exchange Commission (the "SEC") available at the SEC's Internet site (www.sec.gov).

Additional Information

In connection with the proposed transaction, Schering-Plough will file a registration statement, including a joint proxy statement of Merck and Schering-Plough, with the SEC. Investors are urged to read the registration statement and joint proxy statement (including all amendments and supplements to it) because they will contain important information. Investors may obtain free copies of the registration statement and joint proxy statement when they become available, as well as other filings containing information about Merck and Schering-Plough, without charge, at the SEC's Internet web site (www.sec.gov). These documents may also be obtained for free from Schering-Plough's Investor Relations web site (www.schering-plough.com) or by directing a request to Schering-Plough's Investor Relations at (908) 298-7436. Copies of Merck's filings may be obtained for free from Merck's Investor Relations Web Site (www.merck.com) or by directing a request to Merck at Merck's Office of the Secretary, (908) 423-1000.

Merck and Schering-Plough and their respective directors and executive officers and other members of management and employees are potential participants in the solicitation of proxies from Merck and Schering-Plough shareholders in respect of the proposed transaction.

Information regarding Schering-Plough's directors and executive officers is available in Schering-Plough's proxy statement for its 2008 annual meeting of shareholders, filed with the SEC on April 23, 2008, and information regarding Merck's directors and executive officers is available in Merck's proxy statement for its 2009 annual meeting of stockholders, filed with the SEC on March 13, 2009. Additional information regarding the interests of such potential participants in the proposed transaction will be included in the registration statement and joint proxy statement filed with the SEC in connection with the proposed transaction.

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