$1.25 billion of 1.875% notes due 2011

$1.00 billion of 4.00% notes due 2015

$1.25 billion of 5.00% notes due 2019

$0.75 billion of 5.85% notes due 2039

Proceeds from the notes will be used for general corporate purposes and/or to fund a portion of the cash consideration of the proposed Schering-Plough merger. In addition, Merck may use all or a portion of the proceeds to fully fund the two funds established for qualifying claims pursuant to the company's Vioxx litigation settlement agreement, in which case the collateral previously pledged in connection with such funds will be returned to Merck. The closing of this offering will terminate the commitments of lenders and the company's related obligations pursuant to the $3.0 billion bridge loan agreement entered into on May 6, 2009. It also will reduce the commitments of lenders under the asset sale facility by approximately $375 million, net of fees and expenses incurred in connection with this offering. Merck may temporarily invest proceeds not required immediately in short-term marketable securities.

The offering is expected to close on June 25, 2009, subject to customary closing conditions. The offering is not conditioned on the closing of the proposed Schering-Plough merger and the notes will remain outstanding whether or not the merger is consummated. J.P. Morgan Securities Inc., Banc of America Securities LLC, Citigroup Global Markets Inc., RBS Securities Inc., BNP Paribas Securities (USA) Inc., Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc., Santander Investment Securities Inc. and UBS Securities LLC are acting as joint book-running managers for the offering.

This release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus supplement and accompanying base prospectus. When available, copies of the prospectus supplement and accompanying base prospectus related to the offering may be obtained from J.P.