This is an historic occasion for all of us.

It is my pleasure to speak with you today about the exceptional promise created by the merger of two great companies -- Merck and Schering-Plough -- each with a wonderful heritage of improving the lives of millions of people around the world. To the many retirees of Merck and Schering-Plough who join us this afternoon, congratulations on the remarkable contribution you have made over the years, and thank you for the superb foundation you have created for the future.

Building on your legacy, today's Merck is an even stronger and more diverse company -- one with a more robust pipeline, a broader range of products, and an expanded global reach.

We are well on our way to becoming a new kind of healthcare company. One that is moving forward even faster and one that is more focused than ever on helping people around the world be well.

This afternoon, I would like to tell you about our performance and how we are driving our revenue growth and business momentum, and further increasing operating efficiency across every aspect of our business. We are bringing our established products to more patients and customers, and launching new products in markets around the world. And as you will hear Dr. Peter Kim discuss shortly, we have exciting candidates in what I firmly believe to be the best pipeline in the industry.

Merck is well positioned to compete and win in what is emerging as a new era of healthcare. Today's Merck is built for sustainable growth. That's because this merger has always been about science and the increased relevance we now have to our customers, including patients.

I will say more about that shortly, but first I want to say a few words about our new senior leadership. As you heard a few minutes ago, Ken Frazier is Merck's new president and has responsibility for our three largest operating groups -- our human health prescription business, our manufacturing division, and our research labs. Adam Schechter is the new president of Global Human Health.

I am very confident that Ken and Adam are the right leaders and will further strengthen an already outstanding leadership team. As CEO and chairman, I remain fully committed to Merck and, with Ken, will be steering the company through this critical phase of our integration.

During today's meeting, we'll show you why we believe the new Merck is best positioned to meet the evolving needs of the global healthcare environment, to drive growth and -- ultimately -- to maximize total shareholder return.

We'll drive shareholder return through our focus on profitable growth. Growth on the top line by developing and launching new medicines and vaccines. And growth on the bottom line by driving an even leaner cost structure.

We will also be keenly focused on increasing our free cash flow. And, after making selective growth investments, we plan to be shareholder-friendly with that increased cash flow. I'd like to remind you that after closing the merger, we moved quickly to gain authorization for a $3 billion share repurchase program.

We are confident in our ability to drive profitable growth because we are now an even stronger, more diverse company. For example, the merger significantly expands the portfolio of our human health prescription medicines, and our key products continue to show strong overall growth.

Our portfolio features a broad range of complementary products in the categories that matter most. To cite just one -- cardiovascular care -- Merck continues to provide important medicines to treat what remains the number one cause of death worldwide. And we continue to advance the most impressive cardiovascular pipeline in the industry.

In the area of vaccines, Merck has been a pioneer for more than 60 years and is one of only a handful of major vaccine companies still developing vaccines for adults as well as for children.

In the United States, Merck has developed vaccines for 14 of the 17 diseases that the government recommends children, adolescents, and adults be protected against. Outside of the United States, our vaccine portfolio is ideally suited for emerging markets. Of the global burden of disease that can be prevented by vaccines, 80 percent occurs in these markets. Since there is a clear link between a healthy population and stronger economic development, we have an important role to play. Merck is making a significant commitment to vaccines as demonstrated by our investment of more than $1 billion in new and modernized production capabilities.

Biologics is also an important area for today's Merck, and one in which Schering-Plough's strong legacy substantially strengthens our position. Merck is well positioned to create a balanced biologics portfolio made up of both biosimilars and novel biologics. Following the company's recent portfolio prioritization, Merck has five novel biologics and two biosimilar candidates in clinical development. We continue to anticipate having five biosimilar programs in Phase III development by 2012.

Another way we can extend Merck's commitment to health and wellness is through the consumer business the new Merck gained through the merger. Merck Consumer Care provides us with the right type of diversification -- and durable revenue streams -- while complementing our prescription business. It includes many well-known brands such as CLARITIN, COPPERTONE, and DR. SCHOLL'S. We believe that expanding the global reach of our consumer care business can help us grow our presence more rapidly in new markets around the world.

Turning to animal health -- an area that we have had experience in for more than six decades -- Merck is now positioned to become a leader in this fast-growing market through our planned 50-50 joint venture with sanofi-aventis. Upon completion, the planned joint venture would deliver on Merck's commitment to customers by creating one of the broadest animal health portfolios of pharmaceuticals and biologics for farmers, veterinarians, and pet owners. The new joint venture will provide an innovative network of technology and expertise that will tailor health solutions to a customer's specific regional needs.

When you look at the breadth of human health products we have in the U.S. market alone, you see that Merck is poised to meet a full range of customer and patient needs across and within many important categories. In our respiratory business alone, we offer many therapeutic options for asthma and allergies.

A growing proportion of our sales now come from outside the United States. We are making significant investments to expand our presence in emerging markets around the world -- markets like Brazil, Russia, India, China, and Turkey. Economists predict that by 2015, 80 percent of the world's population will live in these markets. And pharma industry watchers expect emerging markets to generate up to 90 percent of our industry's growth in the future.

With our strategy, broad product portfolio, and strong presence, we believe Merck is best positioned for success in emerging markets. To achieve our goal, we have been reallocating resources from developed markets to emerging markets.

Our mix of products is well suited to both emerging and developed markets. We are launching new and established products in many regions, including Japan -- the world's second largest pharmaceutical market.

Today's Merck is off to a fast start. Earlier this month, we reported strong financial performance for the first full quarter of the new Merck. We grew our top line, fueled by strong sales of a broader portfolio of our key brands. This reflects our ability to maintain our business momentum, while at the same time, continuing to successfully integrate the two companies. We will continue to remain intensely focused on achieving our merger synergy target of $3.5 billion in annual savings by 2012.

As I mentioned, we continue to drive strong growth through brands like JANUVIA, REMICADE, ISENTRESS, SINGULAIR, and TEMODAR. Our expanded product portfolio and the greater number of products we have with remaining market exclusivity is helping us to grow successfully through the major patent expiry for COZAAR/HYZAAR that occurred last month.

Peter will speak in a minute about some of the more exciting candidates in our outstanding Research and Development pipeline. But let me say that between 2010 and 2012, we anticipate making more than 20 filings for new compounds and new combinations. As part of our ongoing plan to expand our discovery efforts, we have also announced several external alliances since the beginning of this year.

With the merger of the two companies, we are committed to bringing together the people and business operations in a way that best captures the value without disrupting our service to customers and patients. We have made remarkable progress. We have already integrated the customer-facing organizations in 16 of our top 20 markets.

And we have put in place strong leadership across the organization. In addition to naming Ken and Adam to new roles, we brought in Bridgette Heller, former head of Johnson & Johnson's baby business, to lead our consumer care business. In addition, Dr. Michael Rosenblatt, former dean of Tufts Medical School, joined the company as our first chief medical officer.

What is really exciting is that in the midst of all this integration, we are successfully launching products. Here is a partial list of some of the new and ongoing product launches under way in key markets around the world.

While many things have changed at Merck, our core values remain the same: a commitment to scientific excellence and using that science to help patients around the world. We deliver on this with an unwavering emphasis on ethics and integrity.

Helping to create access to medicines and vaccines remains a priority, which is why we have been actively engaged in working for healthcare reform in the U.S. While the new legislation is not perfect, and not without cost, it is going to expand health coverage to 32 million uninsured people in this country. Ultimately, this legislation will lead to more people having access to our treatments. Meanwhile, we have made our medicines even more accessible by continuing to enhance our patient assistance program. In the last decade alone, we have provided Americans with 31 million free prescriptions. Legacy Schering-Plough products are currently available through a separate patient assistance program, and they will continue to be available when that program is integrated this summer.

To make sure people living with HIV in the United States continue to have access to our HIV medicines, we recently announced plans to provide deeper discounts to eligible state-run AIDS Drug Assistance Programs, and to extend the price freezes we've had in place for these products through 2013.

Elsewhere in the world, through our partnership with the Chinese government, we helped to educate more than 5.4 million people last year about how to combat HIV/AIDS.

To develop much-needed vaccines for millions of people in some of the poorest countries in the world, last year we joined with the Wellcome Trust to establish the MSD Wellcome Trust Hilleman Laboratories, a pioneering joint venture in India with a not-for-profit mission. This new model for vaccine development has the potential to revolutionize the way we address pressing health challenges in the developing world.

Merck also rewards the volunteer efforts of our own employees. Through a global program called 365 Merck Days, we encourage employees to volunteer 20 hours a year on company time for non-profit organizations in their communities. In 2009, Merck volunteers logged 96,000 hours around the globe.

I am proud of the people of Merck. I would like to take a moment to thank them for their extraordinary dedication and focus, especially throughout the challenge of integrating two large organizations. Their commitment to Merck's mission is truly inspirational.

This is an exciting time for Merck. While the achievements of Merck and Schering-Plough as two separate companies were many, I know our achievements together can be even greater. With the scientific strength of today's Merck -- and our ability to deliver even greater innovation that will help more people around the world be well -- I believe we are uniquely positioned to excel in a changing healthcare environment.

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Forward-Looking Statements

This presentation includes "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 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 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 merger of Merck and Schering-Plough will not be realized, or will not be realized within the expected time period; the impact of pharmaceutical industry regulation and health care legislation; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; Merck's ability to accurately predict future market conditions; dependence on the effectiveness of Merck'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 undertakes 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 2009 Annual Report on Form 10-K and the company's other filings with the Securities and Exchange Commission (SEC) available at the SEC's Internet site (www.sec.gov).

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