Form 4 HASSAN FRED For: Nov 03 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HASSAN FRED

(Last)

(First)

(Middle)

SCHERING-PLOUGH CORPORATION, 2000 GALLOPING HILL ROAD

(Street)

KENILWORTH

07033

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Merck & Co. Inc. [SGP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	11/03/2009		D		935,400	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to buy)

$ 17.43

11/03/2009

900,000

⁽²⁾

04/19/2013

Common Shares

900,000

⁽³⁾

Option (right to buy)

$ 19.23

11/03/2009

1,000,000

⁽²⁾

05/18/2013

Common Shares

1,000,000

⁽³⁾

Option (Right to Buy)

$ 18.2

11/03/2009

1,100,000

⁽²⁾

02/22/2014

Common Shares

1,100,000

⁽³⁾

Option (right to buy)

$ 31.57

11/03/2009

1,180,000

⁽²⁾

04/30/2014

Common Shares

1,180,000

⁽³⁾

Option (right to buy)

$ 20.7

11/03/2009

1,100,000

⁽²⁾

04/24/2015

Common Shares

1,100,000

⁽³⁾

Option (right to buy)

$ 18.85

11/03/2009

836,000

⁽²⁾

04/30/2015

Common Shares

836,000

⁽³⁾

Option (right to buy)

$ 22.91

11/03/2009

868,300

⁽²⁾

04/30/2016

Common Shares

868,300

⁽³⁾

Phantom Stock Unit

⁽⁴⁾

11/03/2009

196,761.57

⁽⁵⁾

Common Shares

196,761.57

⁽⁵⁾

Explanation of Responses:

1. Pursuant to the agreement and plan of merger ("Merger Agreement") between the Issuer and Merck & Co., Inc. ("Merger"), upon closing of the Merger, each common share of the Issuer was converted into 0.5767 shares of Merck & Co., Inc. common stock and $10.50 in cash.

2. The options vested and became exercisable on varying dates pursuant to the terms of the plans under which they were granted. Options that had not vested prior to the Merger, vested upon the closing of the Merger or the reporting person's termination of employment thereafter.

3. Pursuant to the Merger Agreement, upon closing of the Merger, the option was converted into an option to purchase common shares of Merck & Co., Inc. in accordance with the exchange ratio set forth in the Merger Agreement.

4. Each unit of phantom stock is the economic equivalent of one share of common stock.

5. In connection with the Merger, each unit of phantom stock was converted into 0.5767 phantom shares of Merck & Co., Inc. common stock and $10.50 in cash. The cash value of the phantom stock units will be paid to the reporting person in accordance with the reporting person's distribution election under the Issuer's nonqualified deferred compensation plan.

	/s/ Michael Pressman attorney-in-fact for Fred Hassan	11/04/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-24

Power of Attorney

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, the undersigned, a Director and/or Officer of Schering-Plough Corporation, a New Jersey corporation (the Corporation), do hereby constitute and appoint Michael Pressman, Eric R. Stern and Katie Fedosz, and each of them, signing singly as my true and lawful attorney-in-fact to:

1.		sign for me and on my behalf in my capacity as a Director and/or Officer of the Corporation Forms 3, 4 or 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and related rules;

2.		do and perform any and all acts for and on my behalf which may be necessary or desirable to complete any Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

3.		take any other action of any type in connection with the foregoing which, in the opinion of the attorney-in-fact, may be to my benefit, in my best interest, or legally required of me, it being understood that the documents signed by the attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in his or her discretion.

I, the undersigned, do hereby grant to each attorney-in-fact full power and authority to do and perform every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact, or any substitute of the attorney-in fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4 and 5 with respect to my holdings of and transactions in securities issued by the Corporation, unless earlier revoked by me in a signed writing delivered to any one of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name this 3^rd day of November, 2009.



	/s/ Fred Hassan
	Fred Hassan

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