Merck Establishes Joint Venture with Supera Farma to Commercialize Innovative Pharmaceutical Products and Branded Generics in Brazil


February 15, 2012 7:00 am ET

New Brazilian Joint Venture to Combine Local and Global Commercial Expertise

Merck (NYSE:MRK), known as MSD outside the United States and Canada,
today announced the formation of a new joint venture (JV) with Supera
Farma Laboratorios S.A., a Brazilian pharmaceutical company co-owned by
Cristália and Eurofarma. The new JV will market, distribute and sell a
portfolio of innovative pharmaceutical and branded generic products from
Merck, Cristália and Eurofarma solely in the Brazilian retail sector.

“Merck is pleased to partner with two of Brazil’s leading pharmaceutical
companies — organizations that share our commitment to enhancing health
care for the people of Brazil,” said Kenneth C. Frazier, chairman and
chief executive officer, Merck. “This venture is an important step
forward in our strategy to grow our business in key markets and improve
global access to our medicines and vaccines.”

By establishing the JV with Supera, Merck will gain additional local
expertise, an expanded portfolio of products and a strong distribution
network to facilitate wider access to medicines for the people of
Brazil. The initial portfolio of the JV will include approximately 30
products across a range of therapeutic areas. The JV will have its own
dedicated sales force separate from Merck, Cristália and Europharma, but
will leverage the parent companies’ infrastructures for activities such
as sales force training. The parent companies will continue to maintain
separate businesses in Brazil.

Ogari Pacheco, president of Cristália, commented, “This joint venture is
a combination of Cristaliá’s creativity, Eurofarma’s commercial
efficiency and Merck’s innovation.”

Maurizio Billi, president of Eurofarma added, “We are sharing learnings
and combining the very best of each company, making this joint venture
more competitive in the Brazilian market. Partnering with Merck is a
strategic move to advance access to innovative pharmaceutical products.”

Merck, through a subsidiary, will own 51 percent of the JV, and
Cristália and Eurofarma will collectively own 49. The venture will be
managed by a joint board and leadership team consisting of members of
senior management from the three companies. Establishment of the JV is
subject to satisfying certain agreed upon closing conditions but is
scheduled to be completed later in 2012.

About Cristália Labs

Cristália Labs (Cristália Produtos Quimicos Farmaceuticos Ltda.), a
privately held Brazilian company founded in 1972, produces high quality
medicines to address medical needs. Primarily focused on specialty areas
such as psychiatry, anesthesia and pain relief, the company has become a
healthcare leader across Latin America. Today, in addition to covering
all territories within Brazil, Cristália exports reach approximately 40
countries across Latin America, the Middle East, Asia and Africa.

The company is a strong supporter of the Brazilian scientific community
and a large number of universities within the country. The company also
develops social responsibility and sustainability programs in the areas
of education, the donation of medicines, and the offer of aid and
assistance to poor communities. For more information, please visit

About Eurofarma Laboratorios Ltda.

Established in 1972, Eurofarma ranks among the leading pharmaceutical
companies in Brazil. The company operates in virtually all
pharmaceutical segments through its Business Units – Prescription Drugs,
Generics, Hospital & Procurement, Oncology, Third-Party Services and
Pearson (Veterinary). The company counts on the largest medical sales
force in the country and performs about 380,000 sales calls per month.
In 2010, for the seventh year in a row, the company ranked among the
list of best companies to work for published by Exame/ Você S/A
magazine. By 2015, it plans to have a strong international presence by
covering 90% of the Latin-American market. The company’s most recently
developed manufacturing facility in Itapevi, Brazil aims to greatly
increase the company’s production capacity, making it an important
production source for both the Brazilian and international markets. For
more information, please visit

About Merck

Today’s Merck is a global healthcare leader working to help the world be
well. Merck is known as MSD outside the United States and Canada.
Through our prescription medicines, vaccines, biologic therapies, and
consumer care and animal health products, we work with customers and
operate in more than 140 countries to deliver innovative health
solutions. We also demonstrate our commitment to increasing access to
healthcare through far-reaching policies, programs and partnerships. For
more information, visit
and connect with us on Twitter, Facebook and YouTube.

Forward-Looking Statement

This news release 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 healthcare 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 United States 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 2010 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 (

Kelley Dougherty, 908-423-4291
Carol Ferguson, 908-423-4465

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