(MARK ONE) | ||
þ
|
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 |
|
For the Fiscal Year Ended December 31, 2010 | ||
or
|
||
o
|
Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 |
|
For the transition period from to |
Incorporated in New Jersey
|
I.R.S. Employer
Identification No. 22-1918501 |
Name of Each Exchange
|
||
Title of Each Class | on which Registered | |
Common Stock ($0.50 par value)
|
New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Document | Part of Form 10-K | |
Proxy Statement for the Annual Meeting of
Shareholders to be held May 24, 2011, to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year covered by this report |
Part III |
Page | ||||||
Part I
|
||||||
Item 1.
|
Business | 2 | ||||
Item 1A.
|
Risk Factors | 23 | ||||
Cautionary Factors that May Affect Future Results | 36 | |||||
Item 1B.
|
Unresolved Staff Comments | 37 | ||||
Item 2.
|
Properties | 37 | ||||
Item 3.
|
Legal Proceedings | 38 | ||||
Executive Officers of the Registrant | 38 | |||||
Item 4.
|
Reserved | |||||
Part II | ||||||
Item 5.
|
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 42 | ||||
Item 6.
|
Selected Financial Data | 45 | ||||
Item 7.
|
Managements Discussion and Analysis of Financial Condition and Results of Operations | 46 | ||||
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk | 88 | ||||
Item 8.
|
Financial Statements and Supplementary Data | 89 | ||||
(a) Financial Statements | 89 | |||||
Notes to Consolidated Financial Statements | 93 | |||||
Report of Independent Registered Public Accounting Firm | 158 | |||||
(b) Supplementary Data | 159 | |||||
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 160 | ||||
Item 9A.
|
Controls and Procedures | 160 | ||||
Managements Report | 160 | |||||
Item 9B.
|
Other Information | 161 | ||||
Part III | ||||||
Item 10.
|
Directors, Executive Officers and Corporate Governance | 162 | ||||
Item 11.
|
Executive Compensation | 162 | ||||
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 162 | ||||
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence | 162 | ||||
Item 14.
|
Principal Accountant Fees and Services | 163 | ||||
Part IV | ||||||
Item 15.
|
Exhibits and Financial Statement Schedules | 163 | ||||
Signatures | 170 | |||||
Consent of Independent Registered Public Accounting Firm | 172 |
Item 1.
Business.
2
3
4
5
Years Ended December 31
2010
2009
2008
$
4,987
$
4,660
$
4,337
2,714
431
1,220
165
926
1,100
1,553
659
101
398
358
377
210
26
208
37
2,297
403
6
2,014
441
84
266
46
2,385
1,922
1,397
954
658
351
2,104
3,561
3,558
468
558
660
447
440
429
420
71
255
311
357
223
38
216
291
324
1,090
752
361
737
149
611
617
596
610
689
760
362
293
265
316
66
221
36
206
206
275
550
575
529
484
503
781
111
36
1,065
188
378
317
264
284
47
209
38
1,378
1,369
1,268
988
1,118
1,403
519
522
665
376
346
249
243
277
312
559
88
528
96
236
37
209
35
4,170
1,218
920
39,811
25,236
22,081
5,578
2,114
1,694
45,389
27,350
23,775
598
78
75
$
45,987
$
27,428
$
23,850
(1)
Sales of legacy Schering-Plough products reflect results for
2010 and the post-Merger period in 2009. In addition, prior to
the Merger, substantially all sales of
Zetia
and
Vytorin
were recognized by the MSP Partnership and the
results of Old Mercks interest in the MSP Partnership were
recorded in
Equity income from affiliates.
As a result of
the Merger, the MSP Partnership is wholly-owned by the Company;
accordingly, all sales of MSP Partnership products after the
Merger are reflected in the table above. Sales of
Zetia
and
Vytorin
in 2008 reflect Old Mercks sales of
these products in Latin America which was not part of the MSP
Partnership.
(2)
These amounts do not reflect sales of vaccines sold in most
major European markets through the Companys joint venture,
Sanofi Pasteur MSD, the results of which are reflected in
Equity income from affiliates
. These amounts do, however,
reflect supply sales to Sanofi Pasteur MSD.
(3)
Other pharmaceutical primarily reflects sales of other human
pharmaceutical products, including products within the
franchises not listed separately
.
(4)
Reflects other non-reportable segments including Animal
Health and Consumer Care, and revenue from the Companys
relationship with AZLP primarily relating to sales of Nexium, as
well as Prilosec. Revenue from AZLP was $1.3 billion,
$1.4 billion and $1.6 billion in 2010, 2009 and 2008,
respectively.
(5)
Other revenues are primarily comprised of miscellaneous
corporate revenues, third-party manufacturing sales, sales
related to divested products or businesses and other supply
sales not included in segment results.
6
7
8
9
10
11
12
13
Product
Year of Expiration (in
U.S.)
(1)
2012 (compound)/2018 (formulation)
2012
2012
2013 (compound)/2015 (composition)
2013 (formulation/use)
2014 (use)/2018 (formulation)
2014
2014 (use)/2020 (combination)
2014 (compound)/2015 (use/formulation)
2014 (use/formulation)/2018(formulation)
2014
2015
2015
2015 (conjugates)/2020 (Mature IFN-alpha)
2015 (with pending Patent Term Restoration)
2016 (compound)/2017 (composition)
2016 (use)
2017
2018 (delivery system)
2019
2019
2020 (formulation)
2020 (method of making/vectors)
2020
2020 (method of making/vectors)
2020 (use/formulation) (subject to pending Patent Term
Restoration application)
2022 (compound)/2026 (salt)
2023
2026 (method of making/use/product by process)
(1)
Compound patent unless otherwise noted.
(2)
The Company has determined that it will not enforce an
additional patent that was set to expire in 2014.
(3)
By agreement, Dr. Reddys Laboratories, Inc. may
launch a generic in the U.S. on January 1, 2013.
(4)
By settlement, Teva Pharmaceuticals, Inc. may launch a
generic in the U.S. as early as February 2014. Six months
Pediatric Market Exclusivity may extend this date to August
2014.
(5)
By agreement, Barr Laboratories, Inc. may launch a generic in
the U.S. on August 11, 2013.
(6)
By agreement, Glenmark Pharmaceuticals, Inc. may launch a
generic in the U.S. on December 12, 2016.
(7)
By virtue of litigation settlement, generic manufacturers
have been given the right to enter the U.S. market as of
2012.
14
15
16
17
18
19
20
extended-release metformin) (U.S.)
(1)
North American rights only.
(2)
Japanese rights only.
21
22
Item 1A.
Risk
Factors.
23
24
findings of ineffectiveness, superior safety or efficacy of
competing products, or harmful side effects in clinical or
pre-clinical testing;
failure to receive the necessary regulatory approvals, including
delays in the approval of new products and new indications, and
increasing uncertainties about the time required to obtain
regulatory approvals and the benefit/risk standards applied by
regulatory agencies in determining whether to grant approvals;
lack of economic feasibility due to manufacturing costs or other
factors; and
preclusion from commercialization by the proprietary rights of
others.
25
26
27
28
29
30
31
the re-review of products that are already marketed;
new scientific information and evolution of scientific theories;
the recall or loss of marketing approval of products that are
already marketed;
changing government standards or public expectations regarding
safety, efficacy or labeling changes; and
greater scrutiny in advertising and promotion.
32
There may be limited access to and supply of normal and diseased
tissue samples, cell lines, pathogens, bacteria, viral strains
and other biological materials. In addition, government
regulations in multiple jurisdictions, such as the United States
and European states within the EU, could result in restricted
access to, or transport or use of, such materials. If the
Company loses access to sufficient sources of such materials, or
if tighter restrictions are imposed on the use of such
materials, the Company may not be able to conduct research
activities as planned and may incur additional development costs.
The development, manufacturing and marketing of biologics are
subject to regulation by the FDA, the EMA and other regulatory
bodies. These regulations are often more complex and extensive
than the regulations applicable to other pharmaceutical
products. For example, in the United States, a BLA, including
both preclinical and clinical trial data and extensive data
regarding the manufacturing procedures, is required for human
vaccine candidates and FDA approval is required for the release
of each manufactured lot.
Manufacturing biologics, especially in large quantities, is
often complex and may require the use of innovative technologies
to handle living micro-organisms. Each lot of an approved
biologic must undergo thorough testing for identity, strength,
quality, purity and potency. Manufacturing biologics requires
facilities specifically designed for and validated for this
purpose, and sophisticated quality assurance and quality control
procedures are necessary. Slight deviations anywhere in the
manufacturing process, including filling, labeling, packaging,
storage and shipping and quality control and testing, may result
in lot failures, product recalls or spoilage. When changes are
made to the manufacturing process, the Company may be required
to provide pre-clinical and clinical data showing the comparable
identity, strength, quality, purity or potency of the products
before and after such changes.
Biologics are frequently costly to manufacture because
production ingredients are derived from living animal or plant
material, and most biologics cannot be made synthetically. In
particular, keeping up with the demand for vaccines may be
difficult due to the complexity of producing vaccines.
The use of biologically derived ingredients can lead to
allegations of harm, including infections or allergic reactions,
or closure of product facilities due to possible contamination.
Any of these events could result in substantial costs.
33
integrating the research and development, manufacturing,
distribution, marketing and promotion activities and information
technology systems of Old Merck and Schering-Plough;
conforming standards, controls, procedures and accounting and
other policies, business cultures and compensation structures
between the companies;
identifying and eliminating redundant and underperforming
operations and assets; and
managing tax costs or inefficiencies associated with integrating
the operations of the combined company.
34
changes in medical reimbursement policies and programs and
pricing restrictions in key markets;
multiple regulatory requirements that could restrict the
Companys ability to manufacture and sell its products in
key markets;
trade protection measures and import or export licensing
requirements;
foreign exchange fluctuations;
diminished protection of intellectual property in some
countries; and
possible nationalization and expropriation.
35
Competition from generic products as the Companys products
lose patent protection.
Increased brand competition in therapeutic areas
important to the Companys long-term business performance.
The difficulties and uncertainties inherent in new product
development. The outcome of the lengthy and complex process of
new product development is inherently uncertain. A drug
candidate can fail at any stage of the process and one or more
late-stage product candidates could fail to receive regulatory
approval. New product candidates may appear promising in
development but fail to reach the market because of efficacy or
safety concerns, the inability to obtain necessary regulatory
approvals, the difficulty or excessive cost to manufacture
and/or
the
infringement of patents or intellectual property rights of
others. Furthermore, the sales of new products may prove to be
disappointing and fail to reach anticipated levels.
Pricing pressures, both in the United States and abroad,
including rules and practices of managed care groups, judicial
decisions and governmental laws and regulations related to
Medicare, Medicaid and health care reform, pharmaceutical
reimbursement and pricing in general.
36
Changes in government laws and regulations and the enforcement
thereof affecting the Companys business.
Efficacy or safety concerns with respect to marketed products,
whether or not scientifically justified, leading to product
recalls, withdrawals or declining sales.
Significant litigation related to
Vioxx
, and
Vytorin
and
Zetia
.
The arbitration proceeding involving the Companys right to
distribute
Remicade
and
Simponi
.
Legal factors, including product liability claims, antitrust
litigation and governmental investigations, including tax
disputes, environmental concerns and patent disputes with
branded and generic competitors, any of which could preclude
commercialization of products or negatively affect the
profitability of existing products.
Lost market opportunity resulting from delays and uncertainties
in the approval process of the FDA and foreign regulatory
authorities.
Increased focus on privacy issues in countries around the world,
including the United States and the EU. The legislative and
regulatory landscape for privacy and data protection continues
to evolve, and there has been an increasing amount of focus on
privacy and data protection issues with the potential to affect
directly the Companys business, including recently enacted
laws in a majority of states in the United States requiring
security breach notification.
Changes in tax laws including changes related to the taxation of
foreign earnings.
Changes in accounting pronouncements promulgated by
standard-setting or regulatory bodies, including the Financial
Accounting Standards Board and the SEC, that are adverse to the
Company.
Economic factors over which the Company has no control,
including changes in inflation, interest rates and foreign
currency exchange rates.
Item 1B.
Unresolved
Staff Comments.
Item 2.
Properties.
37
Item 3.
Legal
Proceedings.
38
39
40
41
121
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
Year
4th Q
3rd Q
2nd Q
1st Q
$
1.52
$
0.38
$
0.38
$
0.38
$
0.38
$
0.26
$
0.065
$
0.065
$
0.065
$
0.065
2010
4th Q
3rd Q
2nd Q
1st Q
$
37.68
$
37.58
$
37.97
$
41.56
$
33.94
$
33.65
$
30.70
$
35.76
$
38.42
$
28.68
$
25.12
$
24.42
$
27.97
$
24.34
$
21.67
$
16.32
(1)
In 2009, Old Merck paid
quarterly cash dividends per common share of $0.38 for an annual
amount of $1.52.
42
Number of
securities
Number of
remaining available
securities to be
for future issuance
issued upon
Weighted-average
under equity
exercise of
exercise price of
compensation plans
outstanding
outstanding
(excluding
options, warrants
options, warrants
securities
and rights
and rights
reflected in column (a))
Plan Category
(a)
(b)
(c)
272,222,640
(2)
$
42.26
175,102,029
272,222,640
$
42.26
175,102,029
(1)
Includes options to purchase
shares of Company Common Stock and other rights under the
following shareholder-approved plans: the Merck
Sharp & Dohme 2001, 2004, 2007 and 2010 Incentive
Stock Plans, the Merck & Co., Inc. 2001, 2006 and 2010
Non-Employee Directors Stock Option Plans, and the
Merck & Co., Inc. Schering-Plough 1997, 2002 and 2006
Stock Incentive Plans.
(2)
Excludes approximately
11,714,532 shares of restricted stock units and 4,999,543
performance share units (assuming maximum payouts) under the
Merck Sharp & Dohme 2004, 2007 and 2010 Incentive
Stock Plans and 8,723,388 shares of restricted stock units
and 129,216 performance share units (excluding accrued
dividends) under the Merck & Co., Inc. Schering-Plough
2006 Stock Incentive Plan. Also excludes 404,824 shares of
phantom stock deferred under the MSD Deferral Program.
(3)
The table does not include
information for equity compensation plans and options and other
warrants and rights assumed by the Company in connection with
mergers and acquisitions and pursuant to which there remain
outstanding options or other warrants or rights (collectively,
Assumed Plans), which include the Rosetta
Inpharmatics, Inc. 1997 and 2000 Employee Stock Option Plans. A
total of 18,554 shares of Merck Common Stock may be
purchased under the Assumed Plans, at a weighted average
exercise price of $52.51. No further grants may be made under
any Assumed Plans.
43
Merck &
Co., Inc., Composite Peer Group and S&P 500 Index
End of
2010/2005
Period Value
CAGR**
$
173
12
%
111
2
112
2
2005
2006
2007
2008
2009
2010
100.00
114.44
130.18
84.49
168.34
173.10
100.00
113.53
115.73
103.19
111.33
110.83
100.00
115.78
122.14
76.96
97.33
112.01
*
The Performance Graph reflects
Schering-Ploughs stock performance from December 31,
2005 through the close of the Merger and New Mercks stock
performance from November 3, 2009 through December 31,
2010. Assumes the cash component of the merger consideration was
reinvested in New Merck stock at the closing price on
November 3, 2009.
**
Compound Annual Growth
Rate
***
On October 15, 2009, Wyeth
and Pfizer Inc. completed their previously announced merger (the
Pfizer/Wyeth Merger) where Wyeth became a
wholly-owned subsidiary of Pfizer Inc. As discussed, on
November 3, 2009, Old Merck and Schering-Plough completed
the Merger (together with the Pfizer/Wyeth Merger, the
Transactions) in which Old Merck (subsequently
renamed Merck Sharp & Dohme Corp.) became a
wholly-owned subsidiary of Schering-Plough (subsequently renamed
Merck & Co., Inc.). As a result of the Transactions,
Wyeth and Old Merck no longer exist as publicly traded entities
and ceased all trading of their common stock as of the close of
business on their respective merger dates. Wyeth and Old Merck
have been permanently removed from the peer group
index.
44
Item 6.
Selected
Financial Data.
($ in millions except per share amounts)
2010
(1)
2009
(2)
2008
(3)
2007
(4)
2006
(5)
$45,987
$27,428
$23,850
$24,198
$22,636
18,396
9,019
5,583
6,141
6,001
13,245
8,543
7,377
7,557
8,165
10,991
5,845
4,805
4,883
4,783
985
1,634
1,033
327
142
(587
)
(2,235
)
(2,561
)
(2,977
)
(2,294
)
1,304
(10,668
)
(2,318
)
4,775
(503
)
1,653
15,290
9,931
3,492
6,342
671
2,268
1,999
95
1,788
982
13,022
7,932
3,397
4,554
121
123
124
122
120
861
12,899
7,808
3,275
4,434
$0.28
$5.67
$3.65
$1.51
$2.03
$0.28
$5.65
$3.63
$1.49
$2.02
4,730
3,598
3,250
3,311
3,319
$1.52
$1.52
(6)
$1.52
$1.52
$1.52
1,678
1,461
1,298
1,011
980
2,638
1,654
1,445
1,752
2,098
3,095
2,268
2,136
2,170
2,178
3,120
2,273
2,143
2,190
2,184
$13,423
$12,791
$4,794
$2,787
$2,508
17,082
18,279
12,000
12,346
13,194
105,781
112,314
47,196
48,351
44,570
15,482
16,095
3,943
3,916
5,551
56,805
61,485
21,167
20,591
19,966
171,000
175,600
165,700
173,000
184,200
94,000
100,000
55,200
59,800
60,000
(1)
Amounts for 2010 include the
amortization of purchase accounting adjustments, in-process
research and development impairment charges of $2.4 billion
reflected in research and development expenses, the impact of
restructuring actions, a reserve related to
Vioxx
, the gain
recognized on AstraZenecas exercise of its option to
acquire certain assets from the Company and the favorable impact
of certain tax items. In addition, results reflect the
unfavorable effects of the implementation of certain provisions
of U.S. health care reform legislation which was enacted
during 2010.
(2)
Amounts for 2009 include the
impact of the merger with Schering-Plough Corporation on
November 3, 2009, including the recognition of a gain
representing the fair value
step-up
of
Mercks previously held interest in the
Merck/Schering-Plough partnership as a result of obtaining a
controlling interest and the amortization of purchase accounting
adjustments recorded in the post-Merger period. Also included in
2009, is a gain on the sale of Mercks interest in Merial
Limited, the favorable impact of certain tax items, the impact
of restructuring actions and additional legal defense
costs.
(3)
Amounts for 2008 include a gain
on distribution from AstraZeneca LP, a gain related to the sale
of the remaining worldwide rights to
Aggrastat
, the
favorable impact of certain tax items, the impact of
restructuring actions, additional legal defense costs and an
expense for a contribution to the Merck Company Foundation.
(4)
Amounts for 2007 include the
impact of the
U.S.
Vioxx
Settlement Agreement charge, restructuring actions, a civil
governmental investigations charge, an insurance arbitration
settlement gain, in-process research and development expense
resulting from an acquisition, additional
Vioxx
legal
defense costs, gains on sales of assets and product
divestitures, as well as a net gain on the settlements of
certain patent disputes.
(5)
Amounts for 2006 include the
impact of restructuring actions, in-process research and
development expenses resulting from acquisitions and additional
Vioxx
legal defense
costs.
(6)
Amount reflects dividends paid
to common shareholders of Old Merck. In addition, approximately
$144 million of dividends were paid subsequent to the
merger with Schering-Plough, and $431 million were paid
prior to the merger, relating to common stock and preferred
stock dividends declared by Schering-Plough in 2009.
45
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
46
47
48
49
50
51
52
Years Ended December 31
2010
2009
2008
$
4,987
$
4,660
$
4,337
2,714
431
1,220
165
926
1,100
1,553
659
101
398
358
377
210
26
208
37
2,297
403
6
2,014
441
84
266
46
2,385
1,922
1,397
954
658
351
2,104
3,561
3,558
468
558
660
447
440
429
420
71
255
311
357
223
38
216
291
324
1,090
752
361
737
149
611
617
596
610
689
760
362
293
265
316
66
221
36
206
206
275
550
575
529
484
503
781
111
36
1,065
188
378
317
264
284
47
209
38
1,378
1,369
1,268
988
1,118
1,403
519
522
665
376
346
249
243
277
312
559
88
528
96
236
37
209
35
4,170
1,218
920
39,811
25,236
22,081
5,578
2,114
1,694
45,389
27,350
23,775
598
78
75
$
45,987
$
27,428
$
23,850
(1)
Sales of legacy Schering-Plough
products reflect results for 2010 and the post-Merger period in
2009. In addition, prior to the Merger, substantially all sales
of
Zetia
and
Vytorin
were recognized by the MSP Partnership and the
results of Old Mercks interest in the MSP Partnership were
recorded in Equity income from affiliates. As a result of the
Merger, the MSP Partnership is wholly-owned by the Company;
accordingly, all sales of MSP Partnership products after the
Merger are reflected in the table above. Sales of
Zetia
and
Vytorin
in 2008 reflect Old Mercks sales of
these products in Latin America which was not part of the MSP
Partnership.
(2)
These amounts do not reflect
sales of vaccines sold in most major European markets through
the Companys joint venture, Sanofi Pasteur MSD, the
results of which are reflected in Equity income from
affiliates. These amounts do, however, reflect supply sales to
Sanofi Pasteur MSD.
(3)
Other pharmaceutical primarily
reflects sales of other human pharmaceutical products, including
products within the franchises not listed separately.
(4)
Reflects other non-reportable
segments including Animal Health and Consumer Care, and revenue
from the Companys relationship with AZLP primarily
relating to sales of Nexium, as well as Prilosec. Revenue from
AZLP was $1.3 billion, $1.4 billion and $1.6 billion in 2010,
2009 and 2008, respectively.
(5)
Other revenues are primarily
comprised of miscellaneous corporate revenues, third-party
manufacturing sales, sales related to divested products or
businesses and other supply sales not included in segment
results.
53
54
55
56
57
58
59
($ in millions)
2010
Change
2009
Change
2008
$
18,396
*
$
9,019
62
%
$
5,583
13,245
55
%
8,543
16
%
7,377
10,991
88
%
5,845
22
%
4,805
985
-40
%
1,634
58
%
1,033
(587
)
-74
%
(2,235
)
-13
%
(2,561
)
1,304
*
(10,668
)
*
(2,318
)
$
44,334
*
$
12,138
-13
%
$
13,919
*
100% or greater.
(1)
Includes $2.4 billion of IPR&D impairment charges
in 2010 and restructuring costs in all years
.
60
61
62
($ in millions)
2010
2009
2008
$
24,003
$
15,715
$
14,110
2,423
1,735
1,691
(24,773
)
(2,160
)
(5,870
)
$
1,653
$
15,290
$
9,931
63
64
($ in millions)
2010
2009
2008
$
1,653
$
15,290
$
9,931
9,007
2,286
1,986
1,981
1,284
396
544
950
(443
)
(7,530
)
(3,163
)
(2,223
)
13,549
9,408
8,992
671
2,268
1,999
1,798
(390
)
(472
)
391
(147
)
2,713
1,878
1,527
$
10,836
$
7,530
$
7,465
2010
2009
2008
$
0.28
$
5.65
$
3.63
3.14
(2.40
)
(0.21
)
$
3.42
$
3.25
$
3.42
(1)
Represents the difference between calculated GAAP EPS
and calculated non-GAAP EPS, which may be different than the
amount calculated by dividing the impact of the excluded items
by the weighted average shares.
65
66
67
68
69
70
71
72
73
2009
($ in millions)
Pre-Merger
Post-Merger
Total
2008
$
1,689
$
371
$
2,060
$
2,360
1,698
370
2,068
2,201
$
3,387
$
741
$
4,128
$
4,561
(1)
Amounts exclude sales of these products by the Partners
outside of the MSP Partnership.
($ in millions)
2009
(1)
2008
$
784
$
1,053
525
790
341
512
200
288
$
1,850
$
2,643
(1)
Amounts for 2009 include sales until the September 17,
2009 divestiture date.
74
($ in millions)
2010
2009
2008
$
350
$
549
$
865
220
249
230
93
112
105
42
42
28
25
44
73
487
593
584
$
1,217
$
1,589
$
1,885
($ in millions)
2010
2009
2008
$
128
$
202
$
211
1
1
1
$
129
$
203
$
212
($ in millions)
2010
2009
2008
$
13,423
$
12,791
$
4,794
16.9
%
15.6
%
13.2
%
0.6:1
0.2:1
1.1:1
75
76
($ in millions)
Total
2011
2012 2013
2014 2015
Thereafter
$
3,862
$
2,583
$
800
$
404
$
75
2,400
2,400
14,832
1,811
4,101
8,920
9,347
761
1,454
1,120
6,012
903
903
879
247
329
178
125
$
32,223
$
6,894
$
4,394
$
5,803
$
15,132
(1)
As of December 31, 2010, the Companys Consolidated
Balance Sheet reflects liabilities for unrecognized tax
benefits, interest and penalties of $6.2 billion, including
$903 million reflected as a current liability. Due to the
high degree of uncertainty regarding the timing of future cash
outflows of liabilities for unrecognized tax benefits beyond one
year, a reasonable estimate of the period of cash settlement for
years beyond 2011 can not be made.
77
78
79
80
81
82
($ in millions)
2010
2009
$
1,373
$
616
4,702
2,542
584
(9
)
(22
)
(4,759
)
(2,347
)
$
1,307
$
1,373
83
84
85
86
87
Item 7A.
Quantitative
and Qualitative Disclosures about Market Risk.
88
Item 8.
Financial
Statements and Supplementary Data.
(a)
Financial
Statements
2010
2009
2008
$
45,987
$
27,428
$
23,850
18,396
9,019
5,583
13,245
8,543
7,377
10,991
5,845
4,805
985
1,634
1,033
(587
)
(2,235
)
(2,561
)
1,304
(10,668
)
(2,318
)
44,334
12,138
13,919
1,653
15,290
9,931
671
2,268
1,999
982
13,022
7,932
121
123
124
$
861
$
12,899
$
7,808
$
0.28
$
5.67
$
3.65
$
0.28
$
5.65
$
3.63
89
2010
2009
$
10,900
$
9,311
1,301
293
2010 and $113 in 2009)
7,344
6,603
2009 classified in Other assets see Note 8)
5,868
8,048
3,651
4,177
29,064
28,432
2,175
432
658
667
11,945
12,231
15,894
16,158
2,066
1,818
30,563
30,874
13,481
12,595
17,082
18,279
12,378
12,038
39,456
47,757
5,626
5,376
$
105,781
$
112,314
2,400
1,379
2,308
2,244
8,514
9,455
1,243
1,167
1,176
1,189
207
15,641
15,641
15,482
16,095
17,853
19,093
1,788
1,781
40,701
39,683
37,536
41,405
(3,216
)
(2,767
)
76,809
80,102
22,433
21,044
54,376
59,058
2,429
2,427
56,805
61,485
$
105,781
$
112,314
90
Accumulated
Other
Other
Non-
Common
Paid-In
Retained
Comprehensive
Treasury
controlling
Stock
Capital
Earnings
Loss
Stock
Interests
Total
$
30
$
8,014
$
39,141
$
(826
)
$
(28,175
)
$
2,407
$
20,591
7,808
7,808
(1,728
)
(1,728
)
6,080
(3,250
)
(3,250
)
(2,725
)
(2,725
)
124
124
(122
)
(122
)
305
164
469
30
8,319
43,699
(2,554
)
(30,736
)
2,409
21,167
12,899
12,899
(213
)
(213
)
12,686
1,752
30,861
(1,964
)
14
30,663
(5
)
(11,595
)
11,600
5
5
(3,598
)
(3,598
)
123
123
(119
)
(119
)
4
498
56
558
1,781
39,683
41,405
(2,767
)
(21,044
)
2,427
61,485
861
861
(449
)
(449
)
412
(4,730
)
(4,730
)
2
132
134
(1,593
)
(1,593
)
121
121
(119
)
(119
)
5
886
204
1,095
$
1,788
$
40,701
$
37,536
$
(3,216
)
$
(22,433
)
$
2,429
$
56,805
91
2010
2009
2008
$
982
$
13,022
$
7,932
7,381
2,576
1,631
2,441
(443
)
(2,223
)
(7,530
)
(3,163
)
(587
)
(2,235
)
(2,561
)
324
1,724
4,290
(1,092
)
1,821
530
509
415
348
377
(535
)
608
(1,089
)
165
(889
)
1,990
1,211
(452
)
124
(45
)
35
(4,003
)
(1,711
)
128
(365
)
(465
)
(98
)
231
(108
)
(160
)
103
(358
)
10,822
3,392
6,572
(1,678
)
(1,461
)
(1,298
)
(7,197
)
(3,071
)
(11,967
)
4,561
10,942
11,066
4,000
(12,843
)
(256
)
(130
)
647
1,899
276
5,548
(1,630
)
150
171
96
(3,497
)
3,156
(1,834
)
90
(2,422
)
1,860
1,999
4,228
(1,341
)
(25
)
(1,392
)
(1,593
)
(2,725
)
(4,734
)
(3,215
)
(3,279
)
(119
)
(264
)
(122
)
363
186
102
(106
)
(126
)
33
(5,441
)
(1,638
)
(5,523
)
(295
)
33
(183
)
1,589
4,943
(968
)
9,311
4,368
5,336
$
10,900
$
9,311
$
4,368
92
1.
Nature of
Operations
2.
Summary
of Accounting Policies
93
94
95
96
3.
Merger
97
(1)
Upon completion of the Merger and for a period of
15 days thereafter, holders of 6% preferred stock were
entitled to convert each share of 6% preferred stock into a
number of units of merger consideration equal to the
make-whole conversion rate of 8.2021 determined in
accordance with the terms of the preferred stock. This amount
represents the units of merger consideration relating to the 6%
preferred stock converted by those holders in the
15-day
period following the Merger.
(2)
Represents the present value of all remaining dividend
payments (from the conversion date through the mandatory
conversion date on August 13, 2010) paid to holders of
6% preferred stock that elected to convert in connection with
the Merger using the discount rate as stipulated by the terms of
the preferred stock.
(3)
Represents the cash consideration paid to holders of
Schering-Plough deferred stock units issued in 2007 and prior
which were converted into the right to receive cash as specified
in the Merger agreement attributable to precombination
service.
(4)
Represents the fair value of Schering-Plough stock option,
performance share unit and deferred stock unit replacement
awards attributable to precombination service issued to holders
of these awards in the Merger. The fair value of outstanding
Schering-Plough stock option and performance share unit awards
issued in 2007 and prior, which immediately vested at the
effective time of the Merger, was attributed to precombination
service and included in the consideration transferred. Stock
option, performance share unit and deferred stock unit awards
for 2008 and 2009 did not immediately vest upon completion of
the Merger. For these awards, the fair value of the awards
attributed to precombination service was included as part of the
consideration transferred and the fair value attributed to
postcombination service is being recognized as compensation cost
over the requisite service period in the postcombination
financial statements of New Merck.
98
Preliminary
Final
Allocation of
Measurement
Allocation of
Consideration
Period
Consideration
Transferred
Adjustments
(4)
Transferred
$
5,427
$
$
5,427
7,372
(7
)
7,365
4,815
37
4,852
6,678
5
6,683
32,956
91
33,047
6,345
40
6,385
1,538
(30
)
1,508
74
74
982
982
(6,864
)
109
(6,755
)
(8,908
)
(5
)
(8,913
)
(8,089
)
(20
)
(8,109
)
(3,238
)
(335
)
(3,573
)
39,088
(115
)
38,973
10,484
115
10,599
$
49,572
$
$
49,572
(1)
In connection with the Merger, the Company obtained a
controlling interest in the Merck/Schering-Plough partnership.
The table above reflects Schering-Ploughs share of the
fair value of the Merck/Schering-Plough partnerships net
assets including intangibles and inventories. Not reflected in
this table is Mercks share of the fair value of the
Merck/Schering-Plough partnerships net assets recorded in
connection with the fair value adjustment to Mercks
previously held equity interest in the partnership (see
Merck/Schering-Plough Partnership below).
(2)
IPR&D represents the fair value assigned to incomplete
research projects which, at the time of the Merger, had not
reached technological feasibility. The amounts were capitalized
and are being accounted for as indefinite-lived intangible
assets, subject to impairment testing until completion or
abandonment of the projects. Upon successful completion of each
project, Merck will make a determination as to the useful life
of the asset and begin amortization (see In-Process
Research and Development below).
(3)
The goodwill recognized is largely attributable to
anticipated synergies expected to arise after the Merger.
Approximately $8.9 billion of the goodwill has been
allocated to the Pharmaceutical segment. The remainder of the
goodwill was allocated to other non-reportable segments. The
goodwill is not deductible for tax purposes.
(4)
The measurement period adjustments primarily reflect
adjustments to income tax liabilities, changes in the estimated
fair value of certain intangible assets and the corresponding
impacts to goodwill.
99
100
Year Ended December
31
2009
2008
(Unaudited)
$
45,964
$
46,737
5,935
2,883
$
1.91
$
0.92
$
1.90
$
0.92
The consolidation of the MSP Partnership which is now
wholly-owned by the Company and the corresponding gain resulting
from the Companys remeasurement of its previously held
equity interest in the MSP Partnership;
Additional depreciation and amortization expense that would have
been recognized assuming fair value adjustments to inventory,
property, plant and equipment and intangible assets;
Additional interest expense and financing costs that would have
been incurred on borrowing arrangements and loss of interest
income on cash and short-term investments used to fund the
Merger;
Transaction costs associated with the Merger; and
Conversion of a portion of outstanding 6% preferred stock.
101
4.
Restructuring
102
103
Separation
Accelerated
Year Ended December 31,
2010
Costs
Depreciation
Other
Total
$
$
241
$
74
$
315
145
2
147
364
54
418
708
207
915
708
750
337
1,795
67
25
92
(3
)
(3
)
10
10
60
17
77
60
77
39
176
$
768
$
827
$
376
$
1,971
$
$
43
$
$
43
1,338
79
1,417
1,338
43
79
1,460
70
(5
)
65
228
4
232
14
164
178
14
298
163
475
$
1,352
$
341
$
242
$
1,935
$
$
34
$
25
$
59
127
127
685
51
736
685
161
76
922
55
9
64
1
1
272
25
297
272
56
34
362
$
957
$
217
$
110
$
1,284
104
105
Separation
Accelerated
Costs
Depreciation
Other
Total
$
$
$
$
1,338
43
79
1,460
(35
)
(58
)
(93
)
(43
)
(21
)
(64
)
1,303
1,303
708
750
337
1,795
(1,152
)
(143
)
(1,295
)
(750
)
(130
)
(880
)
$
859
$
$
64
$
923
$
608
$
$
$
608
14
298
163
475
(373
)
(154
)
(2)
(527
)
(298
)
(9
)
(307
)
$
249
$
$
$
249
$
60
$
77
$
39
$
176
(113
)
(15
)
(128
)
(77
)
(24
)
(101
)
$
196
$
$
$
196
$
115
$
$
$
115
(77
)
(77
)
$
38
$
$
$
38
(17
)
(17
)
$
21
$
$
$
21
(1)
The cash outlays associated with the Merger Restructuring
Program are expected to be substantially completed by the end of
2012. The cash outlays associated with the remaining
restructuring reserve for the 2008 Restructuring Program are
expected to be completed by the end of 2011.
(2)
Includes proceeds from the sales of facilities in connection
with restructuring actions.
106
5.
Acquisitions,
Research Collaborations and License Agreements
107
108
109
6.
Collaborative
Arrangements
7.
Financial
Instruments
110
111
112
2010
2009
Fair Value of Derivative
U.S. Dollar
Fair Value of Derivative
U.S. Dollar
($ in millions)
Balance Sheet Caption
Asset
Liability
Notional
Asset
Liability
Notional
Deferred income taxes and other current assets
$
167
$
$
2,344
$
139
$
$
3,050
Other assets
310
3,720
153
2,118
Accrued and other current liabilities
18
1,505
34
659
Deferred income taxes and noncurrent liabilities
6
503
Other assets
56
1,000
27
1,000
Deferred income taxes and noncurrent liabilities
7
850
$
533
$
31
$
9,922
$
319
$
34
$
6,827
Deferred income taxes and other current assets
$
95
$
$
6,295
$
60
$
$
2,842
Accrued and other current liabilities
30
4,229
39
2,104
$
95
$
30
$
10,524
$
60
$
39
$
4,946
$
628
$
61
$
20,446
$
379
$
73
$
11,773
113
Years Ended
December 31
2010
2009
$
(23
)
$
(3
)
23
3
(5
)
9
7
61
(103
)
310
(1
)
24
(33
)
41
(81
)
(1)
There was no ineffectiveness on the hedge. Represents the
amount excluded from hedge effectiveness testing.
(2)
These derivative contracts mitigate changes in the value of
remeasured foreign currency denominated monetary assets and
liabilities attributable to changes in foreign currency exchange
rates
.
114
Fair Value Measurements Using
Fair Value Measurements Using
Quoted Prices
Significant
Quoted Prices
Significant
In Active
Other
Significant
In Active
Other
Significant
Markets for
Observable
Unobservable
Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
Identical Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Total
(Level 1)
(Level 2)
(Level 3)
Total
2010
2009
$
$
1,133
$
$
1,133
$
$
205
$
$
205
1,046
1,046
500
500
216
216
361
361
187
187
171
171
36
36
99
13
112
10
10
117
23
140
39
39
78
3
3
3
3
117
3,346
13
3,476
39
686
725
181
181
108
14
122
55
72
127
181
181
108
69
72
249
477
477
292
292
95
95
60
60
56
56
27
27
628
628
379
379
$
298
$
3,974
$
13
$
4,285
$
147
$
1,134
$
72
$
1,353
$
$
54
$
$
54
$
$
73
$
$
73
7
7
$
$
61
$
$
61
$
$
73
$
$
73
(1)
Substantially all of the asset-backed securities are
highly-rated (Standard & Poors rating of AAA and
Moodys Investors Service rating of Aaa), secured primarily
by credit card, auto loan, and home equity receivables, with
weighted-average lives of primarily 5 years or less.
Mortgage-backed securities represent AAA-rated securities issued
or unconditionally guaranteed as to payment of principal and
interest by U.S. government agencies.
(2)
The fair value determination of derivatives includes an
assessment of the credit risk of counterparties to the
derivatives and the Companys own credit risk, the effects
of which were not significant.
115
2010
2009
Available-
Available-
for-Sale
Other
for-Sale
Other
Investments
Assets
Total
Investments
Assets
Total
$
$
72
$
72
$
$
97
$
97
13
(13
)
27
14
41
(67
)
(67
)
(27
)
(49
)
(76
)
18
18
1
(4
)
(3
)
(10
)
(10
)
(1
)
14
13
$
13
$
$
13
$
$
72
$
72
$
$
$
$
$
3
$
3
(1)
Transfers in and out of Level 3 are deemed to occur at
the beginning of the quarter in which the transaction takes
place.
(2)
During 2010 and 2009, investments in the aggregate amount of
$13 million and $27 million, respectively, which were
no longer pledged as collateral, were reclassified from other
assets to
available-for-sale
investments.
(3)
Amounts are recorded in Other (income) expense, net.
116
2010
2009
Fair
Amortized
Gross Unrealized
Fair
Amortized
Gross Unrealized
Value
Cost
Gains
(1)
Losses
(1)
Value
Cost
Gains
(1)
Losses
(1)
$
1,133
$
1,124
$
12
$
(3
)
$
209
$
207
$
3
$
(1
)
1,046
1,046
500
501
1
(2
)
216
216
1
(1
)
361
359
4
(2
)
187
185
3
(1
)
171
170
1
79
69
10
112
108
5
(1
)
79
66
14
(1
)
10
10
3
1
2
22
19
10
(7
)
321
295
34
(8
)
182
162
28
(8
)
$
3,657
$
3,614
$
59
$
(16
)
$
974
$
924
$
69
$
(19
)
(1)
At December 31, 2010 there were no amounts pledged as
collateral. At December 31, 2009, gross unrealized gains
(losses) related to amounts pledged as collateral (see Note
17) were $26 million and $(0.3) million at
December 31, 2009, respectively.
117
8.
Inventories
2010
2009
$
1,484
$
2,466
5,449
6,583
315
323
7,248
9,372
(186
)
(167
)
$
7,062
$
9,205
$
5,868
$
8,048
1,194
1,157
9.
Goodwill
and Other Intangibles
All
Pharmaceutical
Other
Total
$
1,099
$
340
$
1,439
8,906
1,693
10,599
10,005
2,033
12,038
166
166
174
174
$
10,345
$
2,033
$
12,378
(1)
Other includes cumulative translation adjustments on goodwill
balances.
118
2010
2009
Gross
Gross
Carrying
Accumulated
Carrying
Accumulated
Amount
Amortization
Net
Amount
Amortization
Net
$
40,797
$
6,953
$
33,844
$
41,504
$
2,302
$
39,202
3,885
3,885
6,692
6,692
1,565
123
1,442
1,570
52
1,518
858
573
285
816
471
345
$
47,105
$
7,649
$
39,456
$
50,582
$
2,825
$
47,757
(1)
Amounts capitalized as in-process research and development
are accounted for as indefinite-lived intangible assets, subject
to impairment testing until completion or abandonment of the
projects. Upon successful completion of each project, the
Company will make a separate determination as to the useful life
of the assets and begin amortization. During 2010, the Company
recorded $2.4 billion of in-process research and
development (IPR&D) impairment charges (see
Note 3). Also, during 2010, approximately $378 million
of IPR&D was reclassified to products and product rights
upon receipt of marketing approval in a major market.
10.
Joint
Ventures and Other Equity Method Affiliates
Years Ended December
31
2010
2009
2008
$
546
$
674
$
598
1,195
1,536
41
366
427
$
587
$
2,235
$
2,561
(1)
Upon completion of the Merger in 2009, the MSP Partnership
became wholly-owned by the Company (see below).
(2)
Primarily reflects results from Sanofi Pasteur MSD,
Johnson & Johnson°Merck Consumer Pharmaceuticals
Company, as well as Merial Limited (which was disposed of on
September 17, 2009).
119
Years Ended December
31
2010
2009
2008
$
4,991
$
5,744
$
5,450
2,568
3,137
2,682
886
1,194
1,408
1,537
1,413
1,360
120
December 31
2010
2009
$
3,486
$
2,956
289
295
3,613
3,489
Period from
January 1,
through
Year Ended
November 3,
December 31,
2009
2008
$
3,387
$
4,561
1,689
2,360
1,698
2,201
144
176
849
1,230
$
2,394
$
3,155
$
1,198
$
1,490
(1)
Old Mercks share of the MSP Partnerships income
before taxes differs from the equity income recognized from the
MSP Partnership primarily due to the timing of recognition of
certain transactions between Old Merck and the MSP Partnership
during the periods presented, including milestone payments.
Years Ended December
31
2010
2009
(1)
2008
$
1,486
$
3,767
$
4,860
598
1,225
1,554
776
1,564
2,297
112
978
1,009
December 31
2010
2009
$
699
$
757
254
271
442
601
133
84
(1)
Includes information for Merial until divestiture on
September 17, 2009.
122
11.
Loans
Payable, Long-Term Debt and Other Commitments
2010
2009
$
2,105
$
2,352
1,337
1,364
1,318
1,321
1,250
1,243
1,243
1,151
1,153
1,147
1,109
1,122
1,053
1,066
1,042
1,004
841
749
749
650
515
523
499
499
498
498
498
497
269
248
248
129
287
$
15,482
$
16,095
123
12.
Contingencies
and Environmental Liabilities
124
125
126
127
128
129
130
131
132
133
134
135
13.
Equity
136
2010
2009
2008
Common
Treasury
Common
Treasury
Common
Treasury
Stock
Stock
Stock
Stock
Stock
Stock
3,563
454
2,984
876
2,984
811
4
1,054
64
10
(6
)
9
(2
)
(5
)
47
70
(484
)
(484
)
3,577
495
3,563
454
2,984
876
(1)
Issuances primarily reflect activity under share-based
compensation plans.
(2)
Pursuant to the Merger agreement, certain of Old Mercks
treasury shares were cancelled.
14.
Share-Based
Compensation Plans
137
Years Ended December
31
2010
2009
2008
4.1
%
6.3
%
3.5
%
2.8
%
2.2
%
2.7
%
33.7
%
33.8
%
31.0
%
6.8
6.1
6.1
138
Weighted
Average
Average
Remaining
Aggregate
Number
Exercise
Contractual
Intrinsic
of Options
Price
Term
Value
313,855
$
43.02
7,508
34.30
(14,558
)
24.95
(34,564
)
54.69
272,241
$
42.26
4.47
$
771
226,231
$
44.56
3.83
$
469
Years Ended December
31
2010
2009
2008
$
177
$
119
$
40
$
290
$
311
$
259
$
363
$
186
$
102
(1)
The fair value of stock options vested in 2009 excludes the
fair value of options that vested as a result of the Merger
attributable to precombination service.
RSUs
PSUs
Weighted
Weighted
Average
Average
Number
Grant Date
Number
Grant Date
of Shares
Fair Value
of Shares
Fair Value
15,119
$
33.06
2,323
$
35.46
10,278
33.98
1,053
36.18
(4,029
)
36.40
(854
)
40.09
(930
)
32.68
(148
)
31.64
20,438
$
32.88
2,374
$
34.35
15.
Pension
and Other Postretirement Benefit Plans
139
Net
Periodic Benefit Cost
Pension Benefits
Other Postretirement Benefits
Years Ended December
31
2010
2009
2008
2010
2009
2008
$
584
$
397
$
344
$
108
$
75
$
74
688
450
414
148
108
114
(892
)
(649
)
(559
)
(131
)
(98
)
(129
)
149
123
70
7
19
(23
)
54
89
62
42
10
11
(50
)
(6
)
6
(10
)
(10
)
(16
)
(1
)
3
9
$
532
$
407
$
346
$
164
$
104
$
31
140
Other Postretirement
Pension Benefits
Benefits
2010
2009
2010
2009
$
10,835
$
5,888
$
1,523
$
1,088
1,458
1,450
237
312
1,062
869
32
89
162
3,041
107
(74
)
73
(573
)
(484
)
(107
)
(73
)
(196
)
(27
)
31
25
$
12,705
$
10,835
$
1,685
$
1,523
13,183
7,140
2,614
1,747
584
397
108
75
688
450
148
108
174
5,030
586
280
518
41
121
(573
)
(484
)
(107
)
(73
)
(138
)
88
2
6
1
2
(113
)
(136
)
(33
)
3
34
54
89
42
10
(196
)
(27
)
57
13
7
$
13,978
$
13,183
$
2,745
$
2,614
$
(1,273
)
$
(2,348
)
$
(1,060
)
$
(1,091
)
$
812
$
402
$
346
$
220
(67
)
(248
)
(10
)
(9
)
(2,018
)
(2,502
)
(1,396
)
(1,302
)
141
142
Fair Value Measurements Using
Fair Value Measurements Using
2010
2009
Quoted Prices
Significant
Quoted Prices
Significant
In Active
Other
Significant
In Active
Other
Significant
Markets for
Observable
Unobservable
Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
Identical Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Total
(Level 1)
(Level 2)
(Level 3)
Total
$
54
$
213
$
$
267
$
96
$
544
$
$
640
280
280
36
2,208
2,244
33
1,806
1,839
9
1,266
1,275
6
744
750
390
1,703
2,093
412
1,076
1,488
101
644
745
85
449
534
158
526
684
70
537
607
111
179
290
71
203
274
1
73
74
79
79
8
165
173
9
185
194
458
458
436
436
737
737
618
618
915
915
864
1
865
1,186
1,186
991
991
644
644
591
1
592
279
279
311
3
314
159
420
579
139
310
449
1
48
49
73
73
5
31
63
99
8
19
69
96
$
2,976
$
9,167
$
648
$
12,791
$
2,699
$
7,852
$
568
$
11,119
$
$
$
$
$
$
280
$
$
280
83
83
3
3
$
$
83
$
$
83
$
$
283
$
$
283
143
2010
2009
Insurance
Real
Insurance
Real
Contracts
Estate
Other
Total
Contracts
Estate
Other
Total
$
310
$
185
$
73
$
568
$
182
$
53
$
$
235
(2
)
4
2
4
20
(10
)
1
11
1
2
3
12
(25
)
(14
)
(27
)
(18
)
1
(17
)
100
100
126
142
71
339
$
420
$
165
$
63
$
648
$
310
$
185
$
73
$
568
144
Other
Pension
Postretirement
Benefits
Benefits
$
545
$
121
545
127
569
134
582
142
640
152
3,974
873
Other Postretirement
Pension Plans
Benefit Plans
Years Ended December
31
2010
2009
2008
2010
2009
2008
$
361
$
303
$
(2,586
)
$
66
$
71
$
(509
)
1
(1
)
11
99
(24
)
157
$
362
$
302
$
(2,575
)
$
165
$
47
$
(352
)
$
140
$
127
$
51
$
55
$
68
$
26
8
9
7
(47
)
(49
)
(49
)
$
148
$
136
$
58
$
8
$
19
$
(23
)
145
U.S. Pension and Other
Postretirement
Pension Plans
Benefit Plans
December 31
2010
2009
2008
2010
2009
2008
5.50%
5.80%
5.90%
5.90%
6.15%
6.50%
7.60%
7.90%
7.65%
8.70%
8.75%
8.75%
4.15%
4.30%
4.30%
4.50%
4.50%
4.50%
5.20%
5.50%
5.75%
5.40%
5.90%
6.20%
4.20%
4.15%
4.25%
4.50%
4.50%
4.50%
December 31
2010
2009
8.3
%
8.6
%
5.0
%
5.0
%
2018
2018
One Percentage
Point
Increase
Decrease
$
50
$
(39
)
$
432
$
(349
)
146
16.
Other
(Income) Expense, Net
Years Ended December
31
2010
2009
2008
$
(83
)
$
(210
)
$
(631
)
715
460
251
214
(12
)
147
458
(10,906
)
(2,085
)
$
1,304
$
(10,668
)
$
(2,318
)
147
17.
Taxes on
Income
2010
2009
2008
Amount
Tax Rate
Amount
Tax Rate
Amount
Tax Rate
$
579
35.0
%
$
5,352
35.0
%
$
3,476
35.0
%
(1,878
)
(113.6
)
(1,216
)
(8.0
)
(1,287
)
(13.1
)
(391
)
(23.7
)
(198
)
(1.3
)
(217
)
(13.1
)
27
0.2
17
0.2
(42
)
(2.6
)
185
1.2
311
3.2
(17
)
(1.0
)
(108
)
(0.7
)
(192
)
(2.0
)
1,394
84.3
760
5.0
484
29.3
332
20.1
147
8.9
134
8.1
264
1.7
115
1.2
15
0.9
(2,540
)
(16.6
)
29
0.3
(192
)
(2.0
)
131
8.0
(258
)
(1.7
)
(278
)
(2.7
)
$
671
40.6
%
$
2,268
14.8
%
$
1,999
20.1
%
(1)
Other includes the tax effect of
contingency reserves, research credits, export incentives and
miscellaneous items.
Years Ended
December 31
2010
2009
2008
$
1,154
$
5,318
$
5,210
499
9,972
4,721
$
1,653
$
15,290
$
9,931
148
Years Ended
December 31
2010
2009
2008
$
399
$
(55
)
$
1,054
1,446
495
292
(82
)
7
123
1,763
447
1,469
764
2,095
419
(1,777
)
(437
)
56
(79
)
163
55
(1,092
)
1,821
530
$
671
$
2,268
$
1,999
2010
2009
Assets
Liabilities
Assets
Liabilities
$
$
6,669
$
$
8,566
97
436
272
485
137
1,407
56
1,619
2,535
2,750
121
180
1,041
127
1,498
103
732
686
846
573
520
1,196
2,156
121
2,360
53
5,529
11,416
6,641
13,756
(196
)
$
(263
)
$
5,333
$
11,416
6,378
$
13,756
$
6,083
$
7,378
current assets
$
879
$
1,065
472
501
$
23
$
168
7,411
8,776
149
2010
2009
2008
$
4,743
$
3,665
$
3,690
479
333
269
124
49
64
1,578
(157
)
(547
)
(310
)
(256
)
(332
)
(39
)
(14
)
(3
)
(9
)
$
4,919
$
4,743
$
3,665
150
18.
Earnings
per Share
151
Years Ended December
31
2010
2009
2008
$
861
$
12,899
$
7,808
2
46
20
$
859
$
12,853
$
7,788
3,095
2,268
2,136
$
0.28
$
5.67
$
3.65
$
861
$
12,899
$
7,808
2
46
20
$
859
$
12,853
$
7,788
3,095
2,268
2,136
25
5
7
3,120
2,273
2,143
$
0.28
$
5.65
$
3.63
(1)
Issuable primarily under
share-based compensation plans.
152
19.
Comprehensive
Income
Pretax
Tax
After Tax
$
120
$
(41
)
$
79
7
(3
)
4
127
(44
)
83
41
(11
)
30
(48
)
16
(32
)
(7
)
5
(2
)
683
(257
)
426
(835
)
(121
)
(956
)
$
(32
)
$
(417
)
$
(449
)
$
(316
)
$
125
$
(191
)
61
(24
)
37
(255
)
101
(154
)
208
(31
)
177
(230
)
23
(207
)
(22
)
(8
)
(30
)
504
(219
)
285
(314
)
(314
)
$
(87
)
$
(126
)
$
(213
)
$
291
$
(116
)
$
175
(39
)
16
(23
)
252
(100
)
152
(213
)
79
(134
)
117
(64
)
53
(96
)
15
(81
)
(2,891
)
1,129
(1,762
)
(37
)
(37
)
$
(2,772
)
$
1,044
$
(1,728
)
153
December 31
2010
2009
$
41
$
(42
)
31
33
(1,837
)
(2,191
)
(486
)
(521
)
(15
)
(21
)
295
264
(1,245
)
(289
)
$
(3,216
)
$
(2,767
)
20.
Segment
Reporting
154
Pharmaceutical
All Other
Total
$
39,811
$
5,578
$
45,389
24,003
2,423
26,426
90
323
413
(101
)
(17
)
(118
)
$
25,236
$
2,114
$
27,350
15,715
1,735
17,450
1,330
752
2,082
(100
)
(4
)
(104
)
$
22,081
$
1,694
$
23,775
14,110
1,691
15,801
1,656
668
2,324
(101
)
(101
)
155
Years Ended December
31
2010
2009
2008
$
4,987
$
4,660
$
4,337
2,714
431
1,220
165
926
1,100
1,553
659
101
398
358
377
210
26
208
37
2,297
403
6
2,014
441
84
266
46
2,385
1,922
1,397
954
658
351
2,104
3,561
3,558
468
558
660
447
440
429
420
71
255
311
357
223
38
216
291
324
1,090
752
361
737
149
611
617
596
610
689
760
362
293
265
316
66
221
36
206
206
275
550
575
529
484
503
781
111
36
1,065
188
378
317
264
284
47
209
38
1,378
1,369
1,268
988
1,118
1,403
519
522
665
376
346
249
243
277
312
559
88
528
96
236
37
209
35
4,170
1,218
920
39,811
25,236
22,081
5,578
2,114
1,694
45,389
27,350
23,775
598
78
75
$
45,987
$
27,428
$
23,850
(1)
Sales of legacy Schering-Plough
products reflect results for 2010 and the post-Merger period in
2009. In addition, prior to the Merger, substantially all sales
of
Zetia
and
Vytorin
were recognized by the MSP Partnership and the
results of Old Mercks interest in the MSP Partnership were
recorded in Equity income from affiliates. As a result of the
Merger, the MSP Partnership is wholly-owned by the Company;
accordingly, all sales of MSP Partnership products after the
Merger are reflected in the table above. Sales of
Zetia
and
Vytorin
in 2008 reflect Old Mercks sales of
these products in Latin America which was not part of the MSP
Partnership.
(2)
These amounts do not reflect
sales of vaccines sold in most major European markets through
the Companys joint venture, Sanofi Pasteur MSD, the
results of which are reflected
in
Equity income from
affiliates
. These amounts do, however, reflect supply sales
to Sanofi Pasteur MSD.
(3)
Other pharmaceutical primarily
reflects sales of other human pharmaceutical products, including
products within the franchises not listed separately.
(4)
Reflects other non-reportable
segments, including Animal Health and Consumer Care, and revenue
from the Companys relationship with AZLP primarily
relating to sales of Nexium, as well as Prilosec. Revenue from
AZLP was $1.3 billion, $1.4 billion and
$1.6 billion in 2010, 2009 and 2008,
respectively.
(5)
Other revenues are primarily
comprised of miscellaneous corporate revenues, third-party
manufacturing sales, sales related to divested products or
businesses and other supply sales not included in segment
results.
156
Years Ended December
31
2010
2009
2008
$
20,226
$
14,401
$
13,371
13,497
7,326
5,774
3,768
2,452
1,823
8,496
3,249
2,882
$
45,987
$
27,428
$
23,850
Years Ended December
31
2010
2009
2008
$
26,426
$
17,450
$
15,801
87
(137
)
(92
)
401
399
425
83
210
631
(715
)
(460
)
(251
)
175
153
237
(2,671
)
(1,696
)
(1,530
)
(10,991
)
(5,845
)
(4,805
)
(6,566
)
(2,286
)
(985
)
(1,634
)
(1,033
)
443
7,530
3,163
2,223
(950
)
(3,084
)
(1,557
)
(1,675
)
$
1,653
$
15,290
$
9,931
Years Ended December
31
2010
2009
2008
$
11,078
$
11,770
$
9,023
4,014
2,884
1,649
315
284
362
1,675
3,341
966
$
17,082
$
18,279
$
12,000
157
158
(b)
Supplementary
Data
($ in millions except per share
amounts)
4th
Q
(1)
3rd
Q
(2),(3)
2nd
Q
(4)
1st Q
$12,094
$11,125
$11,346
$11,422
4,440
4,191
4,549
5,216
3,579
3,218
3,203
3,246
4,517
2,296
2,151
2,027
121
50
526
288
(171
)
(236
)
(43
)
(138
)
309
1,108
(281
)
167
(701
)
498
1,241
616
(531
)
342
752
299
$(0.17
)
$0.11
$0.24
$0.10
$(0.17
)
$0.11
$0.24
$0.09
$10,093
$6,050
$5,900
$5,385
4,901
1,430
1,354
1,334
3,455
1,726
1,730
1,633
1,971
1,254
1,395
1,224
1,490
42
37
64
(374
)
(688
)
(587
)
(586
)
(7,813
)
(2,791
)
4
(67
)
6,463
5,077
1,967
1,783
6,494
3,424
1,556
1,425
$2.36
$1.62
$0.74
$0.67
$2.35
$1.61
$0.74
$0.67
(1)
Amounts for 2010 include in-process research and development
impairment charges. Amounts for 2009 include a gain on the fair
value adjustment to Mercks previously held interest in the
MSP Partnership (see Note 3).
(2)
Amounts for 2010 include the impact of the
Vioxx
Liability Reserve (see Note 12).
(3)
Amounts for 2009 include a gain on the sale of Old
Mercks interest in Merial Limited (see Note 10).
(4)
Amounts for 2010 reflect the impact of the gain on
AstraZenecas exercise of the asset option (see
Note 10).
(5)
Amounts for 2010 and 2009 reflect the impacts of the Merger,
including the amortization of purchase accounting adjustments
(see Note 3). Amounts for 2010 and 2009 also include the
impact of restructuring actions (see Note 4).
159
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Item 9A.
Controls
and Procedures.
160
Kenneth C. Frazier
President and
Chief Executive Officer
Peter N. Kellogg
Executive Vice President
and Chief Financial Officer
Item 9B.
Other
Information.
161
165
166
167
168
169
Item 10.
Directors,
Executive Officers and Corporate Governance.
Item 11.
Executive
Compensation.
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence.
162
Item 14.
Principal
Accountant Fees and Services.
Item 15.
Exhibits
and Financial Statement Schedules.
1.
Financial Statements
2.
Financial Statement Schedules
163
3.
Exhibits
Exhibit
Number
Description
2
.1
Master Restructuring Agreement dated as of June 19, 1998 between
Astra AB, Merck & Co., Inc., Astra Merck Inc., Astra USA,
Inc., KB USA, L.P., Astra Merck Enterprises, Inc., KBI Sub Inc.,
Merck Holdings, Inc. and Astra Pharmaceuticals, L.P. (Portions
of this Exhibit are subject to a request for confidential
treatment filed with the Commission) Incorporated by
reference to Old Mercks Form 10-Q Quarterly Report for the
period ended June 30, 1998
2
.2
Agreement and Plan of Merger by and among Merck & Co.,
Inc., Spinnaker Acquisition Corp., a wholly owned subsidiary of
Merck & Co., Inc. and Sirna Therapeutics, Inc., dated as of
October 30, 2006 Incorporated by reference to Old
Mercks Current Report on Form 8-K dated October 30, 2006
2
.3
Agreement and Plan of Merger by and among Merck & Co.,
Inc., Schering-Plough Corporation, Blue, Inc. and Purple, Inc.
dated as of March 8, 2009 Incorporated by reference
to Schering-Ploughs Current Report on Form 8-K filed March
11, 2009
2
.4
Share Purchase Agreement, dated July 29, 2009, by and among
Merck & Co., Inc., Merck SH Inc., Merck Sharp & Dohme
(Holdings) Limited and sanofi-aventis Incorporated
by reference to Old Mercks Current Report on Form 8-K
dated July 31, 2009
3
.1
Restated Certificate of Incorporation of Merck & Co., Inc.
(November 3, 2009) Incorporated by reference to
Merck & Co., Inc.s Current Report on Form 8-K filed
November 4, 2009
3
.2
By-Laws of Merck & Co., Inc. (effective November 3,
2009) Incorporated by reference to Merck &
Co., Inc.s Current Report on Form 8-K filed November 4,
2009
4
.1
Indenture, dated as of April 1, 1991, between Merck & Co.,
Inc. and Morgan Guaranty Trust Company of New York, as
Trustee Incorporated by reference to Exhibit 4 to
Old Mercks Registration Statement on Form S-3 (No.
33-39349)
4
.2
First Supplemental Indenture between Merck & Co., Inc. and
First Trust of New York, National Association, as
Trustee Incorporated by reference to Exhibit 4(b) to
Old Mercks Registration Statement on Form S-3 (No.
333-36383)
4
.3
Second Supplemental Indenture, dated November 3, 2009, among
Merck Sharp & Dohme Corp., Merck & Co., Inc. and U.S.
Bank Trust National Association, as Trustee
Incorporated by reference to Exhibit 4.3 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4, 2009
4
.4
1.875% Notes due 2011 Officers Certificate of the
Company dated June 25, 2009, including form of the 2011
Notes Incorporated by reference to Old Mercks
Current Report on Form 8-K dated June 25, 2009
4
.5
4.000% Notes due 2015 Officers Certificate of the
Company dated June 25, 2009, including form of the 2015
Notes Incorporated by reference to Old Mercks
Current Report on Form 8-K dated June 25, 2009
4
.6
5.000% Notes due 2019 Officers Certificate of the
Company dated June 25, 2009, including form of the 2019
Notes Incorporated by reference to Old Mercks
Current Report on Form 8-K dated June 25, 2009
4
.7
5.850% Notes due 2039 Officers Certificate of the
Company dated June 25, 2009, including form of the 2039
Notes Incorporated by reference to Old Mercks
Current Report on Form 8-K dated June 25, 2009
4
.8
Indenture, dated November 26, 2003, between Schering-Plough and
The Bank of New York as Trustee Incorporated by
reference to Exhibit 4.1 to Schering-Ploughs Current
Report on Form 8-K filed November 28, 2003
4
.9
First Supplemental Indenture (including Form of Note), dated
November 26, 2003 Incorporated by reference to
Exhibit 4.2 to Schering-Ploughs Current Report on Form 8-K
filed November 28, 2003
4
.10
Second Supplemental Indenture (including Form of Note), dated
November 26, 2003 Incorporated by reference to
Exhibit 4.3 to Schering-Ploughs Current Report on Form 8-K
filed November 28, 2003
4
.11
5.30% Global Senior Note, due 2013 Incorporated by
reference to Exhibit 4(c)(iv) to Schering-Ploughs Form
10-K Annual Report for the fiscal year ended December 31, 2003
164
Exhibit
Number
Description
4
.12
6.50% Global Senior Note, due 2033 Incorporated by
reference to Exhibit 4(c)(v) to Schering-Ploughs Form 10-K
Annual Report for the fiscal year ended December 31, 2003
4
.13
Third Supplemental Indenture (including Form of Note), dated
September 17, 2007 Incorporated by reference to
Exhibit 4.1 to Schering-Ploughs Current Report on Form 8-K
filed September 17, 2007
4
.14
Fourth Supplemental Indenture (including Form of Note), dated
October 1, 2007 Incorporated by reference to Exhibit
4.1 to Schering-Ploughs Current Report on Form 8-K filed
October 2, 2007
4
.15
Fifth Supplemental Indenture, dated November 3, 2009, among
Merck Sharp & Dohme Corp., Merck & Co., Inc. and The
Bank of New York Mellon, as Trustee Incorporated by
reference to Exhibit 4.4 to Merck & Co., Inc.s
Current Report on Form 8-K filed November 4, 2009
4
.16
Indenture, dated as of January 6, 2010, between Merck &
Co., Inc. and U.S. Bank Trust National Association, as
Trustee Incorporated by reference to Exhibit 4.1 to
Merck & Co., Inc.s Current Report on Form 8-K filed
December 10, 2010
4
.17
2.250% Notes due 2016 Officers Certificate of the
Company dated December 10, 2010, including form of the 2016
Notes Incorporated by reference to Exhibit 4.1 to
Merck & Co., Inc.s Current Report on Form 8-K filed
December 10, 2010
4
.18
3.875% Notes due 2021 Officers Certificate of the
Company dated December 10, 2010, including form of the 2021
Notes Incorporated by reference to Exhibit 4.1 to
Merck & Co., Inc.s Current Report on Form 8-K filed
December 10, 2010
*10
.1
Executive Incentive Plan (as amended effective February 27,
1996) Incorporated by reference to Old Mercks
Form 10-K Annual Report for the fiscal year ended December 31,
1995
*10
.2
Merck Sharp & Dohme Corp. Deferral Program, including Base
Salary Deferral Plan (effective as amended and restated as of
November 3, 2009) Incorporated by reference to
Exhibit 10.15 to Merck & Co., Inc.s Current Report on
Form 8-K filed November 4, 2009
*10
.3
Merck Sharp & Dohme Corp. 1996 Incentive Stock Plan
(amended and restated as of November 3, 2009)
Incorporated by reference to Exhibit 10.10 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4,
2009
*10
.4
Merck Sharp & Dohme Corp. 2001 Incentive Stock Plan
(amended and restated as of November 3, 2009)
Incorporated by reference to Exhibit 10.9 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4, 2009
*10
.5
Merck Sharp & Dohme Corp. 2004 Incentive Stock Plan
(amended and restated as of November 3, 2009)
Incorporated by reference to Exhibit 10.8 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4, 2009
*10
.6
Merck Sharp & Dohme Corp. 2007 Incentive Stock Plan
(effective as amended and restated as of November 3,
2009) Incorporated by reference to Exhibit 10.7 to
Merck & Co., Inc.s Current Report on Form 8-K filed
November 4, 2009
*10
.7
Amendment One to the Merck Sharp & Dohme Corp. 2007
Incentive Stock Plan (effective February 15,
2010) Incorporated by reference to Exhibit 10.2 to
Merck & Co., Inc.s Current Report on Form 8-K filed
February 18, 2010
*10
.8
Merck & Co., Inc. Change in Control Separation Benefits
Plan Incorporated by reference to Merck &
Co., Inc.s Current Report on Form 8-K dated November 23,
2009
*10
.9
Amendment One to Merck & Co., Inc. Change in Control
Separation Benefits Plan (effective February 15,
2010) Incorporated by reference to Exhibit 10.1 to
Merck & Co., Inc.s Current Report on Form 8-K filed
February 18, 2010
*10
.10
MSD Separation Benefits Plan for Nonunion Employees (amended and
restated effective as of October 1, 2010)
*10
.11
MSD Special Separation Program for Separated
Employees (effective as of October 1, 2010)
*10
.12
MSD Special Separation Program for Bridged Employees
(effective as of October 1, 2010)
*10
.13
MSD Special Separation Program for Separated Retirement
Eligible Employees (effective as of October 1, 2010)
Exhibit
Number
Description
*10
.14
Merck & Co., Inc. 1996 Non-Employee Directors Stock Option
Plan (amended and restated as of November 3, 2009)
Incorporated by reference to Exhibit 10.12 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4, 2009
*10
.15
Merck & Co., Inc. 2001 Non-Employee Directors Stock Option
Plan (amended and restated as of November 3, 2009)
Incorporated by reference to Exhibit 10.11 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4, 2009
*10
.16
Merck & Co., Inc. 2006 Non-Employee Directors Stock Option
Plan (amended and restated as of November 3, 2009)
Incorporated by reference to Exhibit 10.5 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4, 2009
*10
.17
Merck & Co., Inc. 2010 Non-Employee Directors Stock Option
Plan (effective December 1, 2010)
*10
.18
Retirement Plan for the Directors of Merck & Co., Inc.
(amended and restated June 21, 1996) Incorporated by
reference to Old Mercks Form 10-Q Quarterly Report for the
period ended June 30, 1996
*10
.19
Merck & Co., Inc. Plan for Deferred Payment of
Directors Compensation (effective as amended and restated
as of December 1, 2010)
*10
.20
Merck & Co., Inc. Schering-Plough 2006 Stock Incentive Plan
(amended and restated as of November 3, 2009
Incorporated by reference to Exhibit 10.13 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4, 2009
*10
.21
Offer Letter between Merck & Co., Inc. and Peter S. Kim,
dated December 15, 2000 Incorporated by reference to
Old Mercks Form 10-K Annual Report for the fiscal year
ended December 31, 2003
*10
.22
Offer Letter between Merck & Co., Inc. and Peter N.
Kellogg, dated June 18, 2007 Incorporated by
reference to Old Mercks Current Report on Form 8-K dated
June 28, 2007
*10
.23
1997 Stock Incentive Plan Incorporated by reference
to Exhibit 10 to Schering-Ploughs 10-Q for the period
ended September 30, 1997
*10
.24
Amendment to 1997 Stock Incentive Plan (effective February 22,
1999) Incorporated by reference to Exhibit 10(a) to
Schering-Ploughs 10-Q for the period ended March 31, 1999
*10
.25
Amendment to the 1997 Stock Incentive Plan (effective February
25, 2003) Incorporated by reference to Exhibit 10(c)
to Schering-Ploughs 10-K for the year ended December 31,
2002
*10
.26
2002 Stock Incentive Plan (as amended to February 25,
2003) Incorporated by reference to
Exhibit 10(d) to Schering-Ploughs 10-K for the year
ended December 31, 2002
*10
.27
Merck & Co., Inc. Schering-Plough 2006 Stock Incentive Plan
(as amended and restated, effective November 3,
2009) Incorporated by reference to Exhibit 10.13 to
Merck & Co., Inc.s Current Report on Form 8-K filed
November 4, 2009
*10
.28
Letter agreement dated November 4, 2003 between Robert Bertolini
and Schering-Plough Incorporated by reference to
Exhibit 10(e)(iii) to Schering-Ploughs 10-K for the year
ended December 31, 2003
*10
.29
Employment Agreement effective upon a change of control dated as
of December 19, 2006 between Robert Bertolini and
Schering-Plough Corporation Incorporated by
reference to Exhibit 99.1 to Schering-Ploughs 8-K filed
December 21, 2006
*10
.30
Amendment to Letter Agreement and Employment Agreement between
Schering-Plough Corporation and Robert J. Bertolini, dated
December 9, 2008 Incorporated by reference to
Exhibit 99.1 to Schering-Ploughs 8-K filed December 12,
2008
*10
.31
Employment Agreement dated as of May 12, 2003 between Carrie Cox
and Schering-Plough Incorporated by reference to
Exhibit 99.6 to Schering-Ploughs 8-K filed May 13, 2003
*10
.32
Amendment to Employment Agreement between Schering-Plough
Corporation and Carrie S. Cox, dated December 9,
2008 Incorporated by reference to Exhibit 99.2 to
Schering-Ploughs 8-K filed December 12, 2008
*10
.33
Employment Agreement dated as of April 20, 2003 between Fred
Hassan and Schering-Plough Incorporated by reference
to Exhibit 99.2 to Schering-Ploughs 8-K filed April 21,
2003
Exhibit
Number
Description
*10
.34
Amendment to Employment Agreement between Schering-Plough
Corporation and Fred Hassan, dated December 9, 2008
Incorporated by reference to Exhibit 99.3 to
Schering-Ploughs 8-K filed December 12, 2008
*10
.35
Employment Agreement dated as of December 19, 2006 between
Thomas P. Koestler, Ph.D. and Schering-Plough
Incorporated by reference to Exhibit 10(e)(v) to
Schering-Ploughs 10-K for the year ended December 31, 2006
*10
.36
Amendment to Employment Agreement between Schering-Plough
Corporation and Thomas P. Koestler, dated December 9,
2008 Incorporated by reference to Exhibit 99.4 to
Schering-Ploughs 8-K filed December 12, 2008
*10
.37
Form of employment agreement effective upon a change of control
between Schering-Plough and certain executives for new
agreements beginning in January 1, 2008 Incorporated
by reference to Exhibit 10(e)(xv) to Schering-Ploughs 10-K
for the year ended December 31, 2008
*10
.38
Operations Management Team Incentive Plan (as amended and
restated effective June 26, 2006) Incorporated by
reference to Exhibit 10(m)(ii) to Schering-Ploughs 10-Q
for the period ended September 30, 2006
*10
.39
Cash Long-Term Incentive Plan (as amended and restated effective
January 24, 2005) Incorporated by reference to
Exhibit 10(n) to Schering-Ploughs 10-K for the year ended
December 31, 2004
*10
.40
Long-Term Performance Share Unit Incentive Plan (as amended and
restated effective January 24, 2005) Incorporated by
reference to Exhibit 10(o) to Schering-Ploughs 10-K for
the year ended December 31, 2004
*10
.41
Transformational Performance Contingent Shares
Program Incorporated by reference to
Exhibit 10(p) to Schering-Ploughs 10-K for the year
ended December 31, 2003
*10
.42
Schering-Plough Corporation Severance Benefit Plan (as amended
and restated effective November 3, 2009)
Incorporated by reference to Merck & Co., Inc.s Form
10-K Annual Report for the fiscal year ended December 31,
2009
*10
.43
Schering-Plough Corporation Savings Advantage Plan (as amended
and restated effective November 4, 2009)
Incorporated by reference to Merck & Co., Inc.s Form
10-K Annual Report for the fiscal year ended December 31,
2009
*10
.44
Schering-Plough Corporation Supplemental Executive Retirement
Plan (as amended and restated effective November 4,
2009) Incorporated by reference to Merck & Co.,
Inc.s Form 10-K Annual Report for the fiscal year ended
December 31, 2009
*10
.45
Schering-Plough Retirement Benefits Equalization Plan (as
amended and restated effective November 4, 2009)
Incorporated by reference to Merck & Co., Inc.s Form
10-K Annual Report for the fiscal year ended December 31,
2009
*10
.46
Executive Incentive Plan (as amended and restated to October 1,
2000) Incorporated by reference to Exhibit 10(a)(i)
to Schering-Ploughs 10-K for the year ended December 31,
2000
*10
.47
Schering-Plough Corporation Executive Life Insurance Direct
Payment Program (as amended and restated effective November 4,
2009) Incorporated by reference to Merck & Co.,
Inc.s Form 10-K Annual Report for the fiscal year ended
December 31, 2009
*10
.48
Amended and Restated Defined Contribution Trust
Incorporated by reference to Exhibit 10(a)(ii) to
Schering-Ploughs 10-K for the year ended December 31, 2000
*10
.49
Amended and Restated SERP Rabbi Trust Agreement
Incorporated by reference to Exhibit 10(g) to
Schering-Ploughs 10-K for the year ended December 31, 1998
10
.50
Share Purchase Agreement between Akzo Nobel N.V.,
Schering-Plough International C.V., and Schering-Plough
Corporation Incorporated by reference to Exhibit
10.1 to Schering-Ploughs 8-K filed October 2, 2007
10
.51
Amended and Restated License and Option Agreement dated as of
July 1, 1998 between Astra AB and Astra Merck Inc.
Incorporated by reference to Old Mercks Form 10-Q
Quarterly Report for the period ended June 30, 1998
Exhibit
Number
Description
10
.52
KBI Shares Option Agreement dated as of July 1, 1998 by and
among Astra AB, Merck & Co., Inc. and Merck Holdings,
Inc. Incorporated by reference to Old Mercks
Form 10-Q Quarterly Report for the period ended June 30, 1998
10
.53
KBI-E Asset Option Agreement dated as of July 1, 1998 by and
among Astra AB, Merck & Co., Inc., Astra Merck Inc. and
Astra Merck Enterprises Inc. Incorporated by
reference to Old Mercks Form 10-Q Quarterly Report
for the period ended June 30, 1998
10
.54
KBI Supply Agreement dated as of July 1, 1998 between Astra
Merck Inc. and Astra Pharmaceuticals, L.P. (Portions of
this Exhibit are subject to a request for confidential treatment
filed with the Commission). Incorporated by
reference to Old Mercks Form 10-Q Quarterly Report for the
period ended June 30, 1998
10
.55
Second Amended and Restated Manufacturing Agreement dated as of
July 1, 1998 among Merck & Co., Inc., Astra AB, Astra Merck
Inc. and Astra USA, Inc. Incorporated by reference
to Old Mercks Form 10-Q Quarterly Report for the
period ended June 30, 1998
10
.56
Limited Partnership Agreement dated as of July 1, 1998 between
KB USA, L.P. and KBI Sub Inc. Incorporated by
reference to Old Mercks Form 10-Q Quarterly Report for the
period ended June 30, 1998
10
.57
Distribution Agreement dated as of July 1, 1998 between Astra
Merck Enterprises Inc. and Astra Pharmaceuticals,
L.P. Incorporated by reference to Old Mercks
Form 10-Q Quarterly Report for the period ended June 30, 1998
10
.58
Agreement to Incorporate Defined Terms dated as of June 19, 1998
between Astra AB, Merck & Co., Inc., Astra Merck Inc.,
Astra USA, Inc., KB USA, L.P., Astra Merck Enterprises Inc., KBI
Sub Inc., Merck Holdings, Inc. and Astra Pharmaceuticals,
L.P. Incorporated by reference to Old Mercks
Form 10-Q Quarterly Report for the period ended June 30, 1998
10
.59
Master Agreement, dated as of December 18, 2001, by and among
MSP Technology (U.S.) Company LLC, MSP Singapore Company, LLC,
Schering Corporation, Schering-Plough Corporation, and Merck
& Co., Inc. (Portions of this Exhibit are subject to a
request for confidential treatment filed with the
Commission) Incorporated by reference to Old
Mercks Form 10-Q Quarterly Report for the period ended
June 30, 2008
10
.60
Form of Voting Agreement made and entered into as of October 30,
2006 by and between Merck & Co., Inc. and Sirna
Therapeutics, Inc. Incorporated by reference to Old
Mercks Current Report on Form 8-K dated October 30, 2006
10
.61
Settlement Agreement, dated November 9, 2007, by and between
Merck & Co., Inc. and The Counsel Listed on the Signature
Pages Hereto, including the exhibits thereto
Incorporated by reference to Old Mercks Current Report on
Form 8-K dated November 9, 2007
10
.62
Commitment Letter by and among Merck & Co., Inc.,
J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A.
dated as of March 8, 2009 Incorporated by reference
to Old Mercks Current Report on Form 8-K dated March 8,
2009
10
.63
Stock option terms for a non-qualified stock option under the
Merck Sharp & Dohme Corp. 2007 Incentive Stock Plan and the
Schering-Plough 2006 Stock Incentive Plan
Incorporated by reference to Exhibit 10.3 to Merck & Co.,
Inc.s Current Report on Form 8-K filed February 15, 2010
10
.64
Restricted stock unit terms for annual grant under the Merck
Sharp & Dohme Corp. 2007 Incentive Stock Plan and the
Schering-Plough 2006 Stock Incentive Plan
Incorporated by reference to Exhibit 10.4 to Merck & Co.,
Inc.s Current Report on Form 8-K filed February 15, 2010
10
.65
Restricted stock unit terms for Leader Shares grant under the
Merck & Co., Inc. 2007 Incentive Stock Plan
Incorporated by reference to Old Mercks Form 10-Q
Quarterly Report for the period ended March 31, 2009
10
.66
Incremental Credit Agreement dated as of May 6, 2009, among
Merck & Co., Inc., the Guarantors and Lenders party
thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent Incorporated by reference to Old Mercks
Current Report on Form 8-K dated May 6, 2009
10
.67
Asset Sale Facility Agreement dated as of May 6, 2009, among
Merck & Co., Inc., the Guarantors and Lenders party
thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent Incorporated by reference to Old Mercks
Current Report on Form 8-K dated May 6, 2009
Exhibit
Number
Description
10
.68
Bridge Loan Agreement dated as of May 6, 2009, among Merck
& Co., Inc., the Guarantors and Lenders party thereto, and
JPMorgan Chase Bank, N.A., as Administrative Agent
Incorporated by reference to Old Mercks Current Report on
Form 8-K dated May 6, 2009
10
.69
Amendment No. 1 to Amended and Restated Five-Year Credit
Agreement dated as of April 20, 2009 among Merck & Co.,
Inc., the Lenders party thereto and Citicorp USA, Inc., as
Administrative Agent Incorporated by reference to
Exhibit 10.1 to Merck & Co., Inc.s Current Report on
Form 8-K filed November 4, 2009
10
.70
Guarantee and Joinder Agreement dated as of November 3, 2009 by
Merck & Co., Inc., the Guarantor, for the benefit of the
Guaranteed Parties Incorporated by reference to
Exhibit 10.3 to Merck & Co., Inc.s
Current Report on Form 8-K filed November 4, 2009
10
.71
Guarantor Joinder Agreement dated as of November 3, 2009, by
Merck & Co., Inc., the Guarantor and JPMorgan Chase Bank,
N.A., as Administrative Agent Incorporated by
reference to Exhibit 10.4 to Merck & Co., Inc.s
Current Report on Form 8-K filed November 4, 2009
10
.72
Call Option Agreement, dated July 29, 2009, by and among Merck
& Co., Inc., Schering-Plough Corporation and
sanofi-aventis Incorporated by reference to Old
Mercks Current Report on Form 8-K dated July 31, 2009
10
.73
Termination Agreement, dated as of September 17, 2009, by and
among Merck & Co., Inc., Merck SH Inc., Merck Sharp &
Dohme (Holdings) Limited, sanofi-aventis, sanofi 4 and Merial
Limited Incorporated by reference to Old
Mercks Current Report on Form 8-K dated September 21, 2009
10
.74
Cholesterol Governance Agreement, dated as of May 22, 2000, by
and among Schering-Plough, Merck & Co., Inc. and the other
parties signatory thereto Incorporated by reference
to Exhibit 99.2 to Schering-Ploughs Current Report on Form
8-K dated October 21, 2002
10
.75
First Amendment to the Cholesterol Governance Agreement, dated
as of December 18, 2001, by and among Schering-Plough, Merck
& Co., Inc. and the other parties signatory
thereto Incorporated by reference to Exhibit 99.3 to
Schering-Ploughs Current Report on Form 8-K filed October
21, 2002
10
.76
Master Agreement, dated as of December 18, 2001, by and among
Schering-Plough, Merck & Co., Inc. and the other parties
signatory thereto Incorporated by reference to
Exhibit 99.4 to Schering-Ploughs Current Report on Form
8-K filed October 21, 2002
10
.77
Letter Agreement dated April 14, 2003 relating to Consent
Decree Incorporated by reference to Exhibit 99.3 to
Schering-Ploughs 10-Q for the period ended March 31, 2003
10
.78
Distribution agreement between Schering-Plough and Centocor,
Inc., dated April 3, 1998 Incorporated by reference
to Exhibit 10(u) to Schering-Ploughs Amended 10-K for the
year ended December 31, 2003, filed May 3, 2004
10
.79
Amendment Agreement to the Distribution Agreement between
Centocor, Inc., CAN Development, LLC, and Schering-Plough
(Ireland) Company Incorporated by reference to
Exhibit 10.1 to Schering-Ploughs Current Report on Form
8-K filed December 21, 2007
12
Computation of Ratios of Earnings to Fixed Charges
21
Subsidiaries of Merck & Co., Inc.
23
.1
Consent of Independent Registered Public Accounting
Firm Contained on page 172 of this Report
31
.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31
.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32
.1
Section 1350 Certification of Chief Executive Officer
32
.2
Section 1350 Certification of Chief Financial Officer
101
The following materials from Merck & Co., Inc.s
Annual Report on Form 10-K for the fiscal year ended December
31, 2010, formatted in XBRL (Extensible Business Reporting
Language):(i) the Consolidated Statement of Income, (ii) the
Consolidated Balance Sheet, (iii) the Consolidated Statement of
Cash Flow, and (iv) Notes to Consolidated Financial Statements.
*
Management contract or
compensatory plan or arrangement.
Certain portions of the exhibit
have been omitted pursuant to a request for confidential
treatment. The non-public information has been filed separately
with the Securities and Exchange Commission pursuant to
rule 24b-2
under the Securities Exchange Act of 1934, as amended.
By:
Signatures
Title
Date
President and Chief Executive Officer;
Principal Executive Officer; Director
February 28, 2011
Executive Vice President and Chief Financial
Officer; Principal Financial Officer
February 28, 2011
Senior Vice President and Global Controller;
Principal Accounting Officer
February 28, 2011
Chairman; Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
170
Signatures
Title
Date
Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
171
172
Exhibit
Number
Description
2
.1
Master Restructuring Agreement dated as of June 19, 1998 between
Astra AB, Merck & Co., Inc., Astra Merck Inc., Astra USA,
Inc., KB USA, L.P., Astra Merck Enterprises, Inc., KBI Sub Inc.,
Merck Holdings, Inc. and Astra Pharmaceuticals, L.P. (Portions
of this Exhibit are subject to a request for confidential
treatment filed with the Commission) Incorporated by
reference to Old Mercks Form 10-Q Quarterly Report for the
period ended June 30, 1998
2
.2
Agreement and Plan of Merger by and among Merck & Co.,
Inc., Spinnaker Acquisition Corp., a wholly owned subsidiary of
Merck & Co., Inc. and Sirna Therapeutics, Inc., dated as of
October 30, 2006 Incorporated by reference to Old
Mercks Current Report on Form 8-K dated October 30, 2006
2
.3
Agreement and Plan of Merger by and among Merck & Co.,
Inc., Schering-Plough Corporation, Blue, Inc. and Purple, Inc.
dated as of March 8, 2009 Incorporated by reference
to Schering-Ploughs Current Report on Form 8-K filed March
11, 2009
2
.4
Share Purchase Agreement, dated July 29, 2009, by and among
Merck & Co., Inc., Merck SH Inc., Merck Sharp & Dohme
(Holdings) Limited and sanofi-aventis Incorporated
by reference to Old Mercks Current Report on Form 8-K
dated July 31, 2009
3
.1
Restated Certificate of Incorporation of Merck & Co., Inc.
(November 3, 2009) Incorporated by reference to
Merck & Co., Inc.s Current Report on Form 8-K filed
November 4, 2009
3
.2
By-Laws of Merck & Co., Inc. (effective November 3,
2009) Incorporated by reference to Merck &
Co., Inc.s Current Report on Form 8-K filed November 4,
2009
4
.1
Indenture, dated as of April 1, 1991, between Merck & Co.,
Inc. and Morgan Guaranty Trust Company of New York, as
Trustee Incorporated by reference to Exhibit 4 to
Old Mercks Registration Statement on Form S-3 (No.
33-39349)
4
.2
First Supplemental Indenture between Merck & Co., Inc. and
First Trust of New York, National Association, as
Trustee Incorporated by reference to Exhibit 4(b) to
Old Mercks Registration Statement on Form S-3 (No.
333-36383)
4
.3
Second Supplemental Indenture, dated November 3, 2009, among
Merck Sharp & Dohme Corp., Merck & Co., Inc. and U.S.
Bank Trust National Association, as Trustee
Incorporated by reference to Exhibit 4.3 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4, 2009
4
.4
1.875% Notes due 2011 Officers Certificate of the
Company dated June 25, 2009, including form of the 2011
Notes Incorporated by reference to Old Mercks
Current Report on Form 8-K dated June 25, 2009
4
.5
4.000% Notes due 2015 Officers Certificate of the
Company dated June 25, 2009, including form of the 2015
Notes Incorporated by reference to Old Mercks
Current Report on Form 8-K dated June 25, 2009
4
.6
5.000% Notes due 2019 Officers Certificate of the
Company dated June 25, 2009, including form of the 2019
Notes Incorporated by reference to Old Mercks
Current Report on Form 8-K dated June 25, 2009
4
.7
5.850% Notes due 2039 Officers Certificate of the
Company dated June 25, 2009, including form of the 2039
Notes Incorporated by reference to Old Mercks
Current Report on Form 8-K dated June 25, 2009
4
.8
Indenture, dated November 26, 2003, between Schering-Plough and
The Bank of New York as Trustee Incorporated by
reference to Exhibit 4.1 to Schering-Ploughs Current
Report on
Form 8-K
filed November 28, 2003
4
.9
First Supplemental Indenture (including Form of Note), dated
November 26, 2003 Incorporated by reference to
Exhibit 4.2 to Schering-Ploughs Current Report on Form 8-K
filed November 28, 2003
4
.10
Second Supplemental Indenture (including Form of Note), dated
November 26, 2003 Incorporated by reference to
Exhibit 4.3 to Schering-Ploughs Current Report on Form 8-K
filed November 28, 2003
4
.11
5.30% Global Senior Note, due 2013 Incorporated by
reference to Exhibit 4(c)(iv) to Schering-Ploughs Form
10-K Annual Report for the fiscal year ended December 31, 2003
4
.12
6.50% Global Senior Note, due 2033 Incorporated by
reference to Exhibit 4(c)(v) to Schering-Ploughs Form 10-K
Annual Report for the fiscal year ended December 31, 2003
Exhibit
Number
Description
4
.13
Third Supplemental Indenture (including Form of Note), dated
September 17, 2007 Incorporated by reference to
Exhibit 4.1 to Schering-Ploughs Current Report on Form 8-K
filed September 17, 2007
4
.14
Fourth Supplemental Indenture (including Form of Note), dated
October 1, 2007 Incorporated by reference to Exhibit
4.1 to Schering-Ploughs Current Report on Form 8-K filed
October 2, 2007
4
.15
Fifth Supplemental Indenture, dated November 3, 2009, among
Merck Sharp & Dohme Corp., Merck & Co., Inc. and The
Bank of New York Mellon, as Trustee Incorporated by
reference to Exhibit 4.4 to Merck & Co., Inc.s
Current Report on Form 8-K filed November 4, 2009
4
.16
Indenture, dated as of January 6, 2010, between Merck &
Co., Inc. and U.S. Bank Trust National Association, as
Trustee Incorporated by reference to Exhibit 4.1 to
Merck & Co., Inc.s Current Report on Form 8-K filed
December 10, 2010
4
.17
2.250% Notes due 2016 Officers Certificate of the
Company dated December 10, 2010, including form of the 2016
Notes Incorporated by reference to Exhibit 4.1 to
Merck & Co., Inc.s Current Report on Form 8-K filed
December 10, 2010
4
.18
3.875% Notes due 2021 Officers Certificate of the
Company dated December 10, 2010, including form of the 2021
Notes Incorporated by reference to Exhibit 4.1 to
Merck & Co., Inc.s Current Report on Form 8-K filed
December 10, 2010
*10
.1
Executive Incentive Plan (as amended effective February 27,
1996) Incorporated by reference to Old Mercks
Form 10-K Annual Report for the fiscal year ended December 31,
1995
*10
.2
Merck Sharp & Dohme Corp. Deferral Program, including Base
Salary Deferral Plan (effective as amended and restated as of
November 3, 2009) Incorporated by reference to
Exhibit 10.15 to Merck & Co., Inc.s Current Report on
Form 8-K filed November 4, 2009
*10
.3
Merck Sharp & Dohme Corp. 1996 Incentive Stock Plan
(amended and restated as of November 3, 2009)
Incorporated by reference to Exhibit 10.10 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4,
2009
*10
.4
Merck Sharp & Dohme Corp. 2001 Incentive Stock Plan
(amended and restated as of November 3, 2009)
Incorporated by reference to Exhibit 10.9 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4, 2009
*10
.5
Merck Sharp & Dohme Corp. 2004 Incentive Stock Plan
(amended and restated as of November 3, 2009)
Incorporated by reference to Exhibit 10.8 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4, 2009
*10
.6
Merck Sharp & Dohme Corp. 2007 Incentive Stock Plan
(effective as amended and restated as of November 3,
2009) Incorporated by reference to Exhibit 10.7 to
Merck & Co., Inc.s Current Report on Form 8-K filed
November 4, 2009
*10
.7
Amendment One to the Merck Sharp & Dohme Corp. 2007
Incentive Stock Plan (effective February 15,
2010) Incorporated by reference to Exhibit 10.2 to
Merck & Co., Inc.s Current Report on Form 8-K filed
February 18, 2010
*10
.8
Merck & Co., Inc. Change in Control Separation Benefits
Plan Incorporated by reference to Merck &
Co., Inc.s Current Report on Form 8-K dated November 23,
2009
*10
.9
Amendment One to Merck & Co., Inc. Change in Control
Separation Benefits Plan (effective February 15,
2010) Incorporated by reference to Exhibit 10.1 to
Merck & Co., Inc.s Current Report on Form 8-K filed
February 18, 2010
*10
.10
MSD Separation Benefits Plan for Nonunion Employees (amended and
restated effective as of October 1, 2010)
*10
.11
MSD Special Separation Program for Separated
Employees (effective as of October 1, 2010)
*10
.12
MSD Special Separation Program for Bridged Employees
(effective as of October 1, 2010)
*10
.13
MSD Special Separation Program for Separated Retirement
Eligible Employees (effective as of October 1, 2010)
*10
.14
Merck & Co., Inc. 1996 Non-Employee Directors Stock Option
Plan (amended and restated as of November 3, 2009)
Incorporated by reference to Exhibit 10.12 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4, 2009
Exhibit
Number
Description
*10
.15
Merck & Co., Inc. 2001 Non-Employee Directors Stock Option
Plan (amended and restated as of November 3, 2009)
Incorporated by reference to Exhibit 10.11 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4, 2009
*10
.16
Merck & Co., Inc. 2006 Non-Employee Directors Stock Option
Plan (amended and restated as of November 3, 2009)
Incorporated by reference to Exhibit 10.5 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4, 2009
*10
.17
Merck & Co., Inc. 2010 Non-Employee Directors Stock Option
Plan (effective December 1, 2010)
*10
.18
Retirement Plan for the Directors of Merck & Co., Inc.
(amended and restated June 21, 1996) Incorporated by
reference to Old Mercks Form 10-Q Quarterly Report for the
period ended June 30, 1996
*10
.19
Merck & Co., Inc. Plan for Deferred Payment of
Directors Compensation (effective as amended and restated
as of December 1, 2010)
*10
.20
Merck & Co., Inc. Schering-Plough 2006 Stock Incentive Plan
(amended and restated as of November 3, 2009
Incorporated by reference to Exhibit 10.13 to Merck & Co.,
Inc.s Current Report on Form 8-K filed November 4,
2009
*10
.21
Offer Letter between Merck & Co., Inc. and Peter S. Kim,
dated December 15, 2000 Incorporated by reference to
Old Mercks Form 10-K Annual Report for the fiscal year
ended December 31, 2003
*10
.22
Offer Letter between Merck & Co., Inc. and Peter N.
Kellogg, dated June 18, 2007 Incorporated by
reference to Old Mercks Current Report on Form 8-K dated
June 28, 2007
*10
.23
1997 Stock Incentive Plan Incorporated by reference
to Exhibit 10 to Schering-Ploughs 10-Q for the period
ended September 30, 1997
*10
.24
Amendment to 1997 Stock Incentive Plan (effective February 22,
1999) Incorporated by reference to Exhibit 10(a) to
Schering-Ploughs 10-Q for the period ended March 31, 1999
*10
.25
Amendment to the 1997 Stock Incentive Plan (effective February
25, 2003) Incorporated by reference to Exhibit 10(c)
to Schering-Ploughs 10-K for the year ended December 31,
2002
*10
.26
2002 Stock Incentive Plan (as amended to February 25,
2003) Incorporated by reference to Exhibit 10(d) to
Schering-Ploughs 10-K for the year ended December 31, 2002
*10
.27
Merck & Co., Inc. Schering-Plough 2006 Stock Incentive Plan
(as amended and restated, effective November 3,
2009) Incorporated by reference to Exhibit 10.13 to
Merck & Co., Inc.s Current Report on Form 8-K filed
November 4, 2009
*10
.28
Letter agreement dated November 4, 2003 between Robert Bertolini
and Schering-Plough Incorporated by reference to
Exhibit 10(e)(iii) to Schering-Ploughs 10-K for the year
ended December 31, 2003
*10
.29
Employment Agreement effective upon a change of control dated as
of December 19, 2006 between Robert Bertolini and
Schering-Plough Corporation Incorporated by
reference to Exhibit 99.1 to Schering-Ploughs 8-K filed
December 21, 2006
*10
.30
Amendment to Letter Agreement and Employment Agreement between
Schering-Plough Corporation and Robert J. Bertolini, dated
December 9, 2008 Incorporated by reference to
Exhibit 99.1 to Schering-Ploughs 8-K filed December 12,
2008
*10
.31
Employment Agreement dated as of May 12, 2003 between Carrie Cox
and Schering-Plough Incorporated by reference to
Exhibit 99.6 to Schering-Ploughs 8-K filed May 13, 2003
*10
.32
Amendment to Employment Agreement between Schering-Plough
Corporation and Carrie S. Cox, dated December 9,
2008 Incorporated by reference to Exhibit 99.2 to
Schering-Ploughs 8-K filed December 12, 2008
*10
.33
Employment Agreement dated as of April 20, 2003 between Fred
Hassan and Schering-Plough Incorporated by reference
to Exhibit 99.2 to Schering-Ploughs 8-K filed April 21,
2003
*10
.34
Amendment to Employment Agreement between Schering-Plough
Corporation and Fred Hassan, dated December 9, 2008
Incorporated by reference to Exhibit 99.3 to
Schering-Ploughs 8-K filed December 12, 2008
*10
.35
Employment Agreement dated as of December 19, 2006 between
Thomas P. Koestler, Ph.D. and Schering-Plough
Incorporated by reference to Exhibit 10(e)(v) to
Schering-Ploughs 10-K for the year ended December 31, 2006
Exhibit
Number
Description
*10
.36
Amendment to Employment Agreement between Schering-Plough
Corporation and Thomas P. Koestler, dated December 9,
2008 Incorporated by reference to Exhibit 99.4 to
Schering-Ploughs 8-K filed December 12, 2008
*10
.37
Form of employment agreement effective upon a change of control
between Schering-Plough and certain executives for new
agreements beginning in January 1, 2008 Incorporated
by reference to Exhibit 10(e)(xv) to Schering-Ploughs 10-K
for the year ended December 31, 2008
*10
.38
Operations Management Team Incentive Plan (as amended and
restated effective June 26, 2006) Incorporated by
reference to Exhibit 10(m)(ii) to Schering-Ploughs 10-Q
for the period ended September 30, 2006
*10
.39
Cash Long-Term Incentive Plan (as amended and restated effective
January 24, 2005) Incorporated by reference to
Exhibit 10(n) to Schering-Ploughs 10-K for the year ended
December 31, 2004
*10
.40
Long-Term Performance Share Unit Incentive Plan (as amended and
restated effective January 24, 2005) Incorporated by
reference to Exhibit 10(o) to Schering-Ploughs 10-K for
the year ended December 31, 2004
*10
.41
Transformational Performance Contingent Shares
Program Incorporated by reference to
Exhibit 10(p) to Schering-Ploughs 10-K for the year
ended December 31, 2003
*10
.42
Schering-Plough Corporation Severance Benefit Plan (as amended
and restated effective November 3, 2009)
Incorporated by reference to Merck & Co., Inc.s Form
10-K Annual Report for the fiscal year ended December 31,
2009
*10
.43
Schering-Plough Corporation Savings Advantage Plan (as amended
and restated effective November 4, 2009)
Incorporated by reference to Merck & Co., Inc.s Form
10-K Annual Report for the fiscal year ended December 31,
2009
*10
.44
Schering-Plough Corporation Supplemental Executive Retirement
Plan (as amended and restated effective November 4,
2009) Incorporated by reference to Merck & Co.,
Inc.s Form 10-K Annual Report for the fiscal year ended
December 31, 2009
*10
.45
Schering-Plough Retirement Benefits Equalization Plan (as
amended and restated effective November 4, 2009)
Incorporated by reference to Merck & Co., Inc.s Form
10-K Annual Report for the fiscal year ended December 31,
2009
*10
.46
Executive Incentive Plan (as amended and restated to October 1,
2000) Incorporated by reference to Exhibit 10(a)(i)
to Schering-Ploughs 10-K for the year ended December 31,
2000
*10
.47
Schering-Plough Corporation Executive Life Insurance Direct
Payment Program (as amended and restated effective November 4,
2009) Incorporated by reference to Merck & Co.,
Inc.s Form 10-K Annual Report for the fiscal year ended
December 31, 2009
*10
.48
Amended and Restated Defined Contribution Trust
Incorporated by reference to Exhibit 10(a)(ii) to
Schering-Ploughs 10-K for the year ended December 31, 2000
*10
.49
Amended and Restated SERP Rabbi Trust Agreement
Incorporated by reference to Exhibit 10(g) to
Schering-Ploughs 10-K for the year ended December 31, 1998
10
.50
Share Purchase Agreement between Akzo Nobel N.V.,
Schering-Plough International C.V., and Schering-Plough
Corporation Incorporated by reference to Exhibit
10.1 to Schering-Ploughs 8-K filed October 2, 2007
10
.51
Amended and Restated License and Option Agreement dated as of
July 1, 1998 between Astra AB and Astra Merck Inc.
Incorporated by reference to Old Mercks Form 10-Q
Quarterly Report for the period ended June 30, 1998
10
.52
KBI Shares Option Agreement dated as of July 1, 1998 by and
among Astra AB, Merck & Co., Inc. and Merck Holdings,
Inc. Incorporated by reference to Old Mercks
Form 10-Q Quarterly Report for the period ended June 30, 1998
10
.53
KBI-E Asset Option Agreement dated as of July 1, 1998 by and
among Astra AB, Merck & Co., Inc., Astra Merck Inc. and
Astra Merck Enterprises Inc. Incorporated by
reference to Old Mercks Form 10-Q Quarterly Report
for the period ended June 30, 1998
Exhibit
Number
Description
10
.54
KBI Supply Agreement dated as of July 1, 1998 between Astra
Merck Inc. and Astra Pharmaceuticals, L.P. (Portions of this
Exhibit are subject to a request for confidential treatment
filed with the Commission). Incorporated by
reference to Old Mercks Form 10-Q Quarterly Report for the
period ended June 30, 1998
10
.55
Second Amended and Restated Manufacturing Agreement dated as of
July 1, 1998 among Merck & Co., Inc., Astra AB, Astra Merck
Inc. and Astra USA, Inc. Incorporated by reference
to Old Mercks Form 10-Q Quarterly Report for the period
ended June 30, 1998
10
.56
Limited Partnership Agreement dated as of July 1, 1998 between
KB USA, L.P. and KBI Sub Inc. Incorporated by
reference to Old Mercks Form 10-Q Quarterly Report for the
period ended June 30, 1998
10
.57
Distribution Agreement dated as of July 1, 1998 between Astra
Merck Enterprises Inc. and Astra Pharmaceuticals,
L.P. Incorporated by reference to Old Mercks
Form 10-Q Quarterly Report for the period ended June 30, 1998
10
.58
Agreement to Incorporate Defined Terms dated as of June 19, 1998
between Astra AB, Merck & Co., Inc., Astra Merck Inc.,
Astra USA, Inc., KB USA, L.P., Astra Merck Enterprises Inc., KBI
Sub Inc., Merck Holdings, Inc. and Astra Pharmaceuticals,
L.P. Incorporated by reference to Old Mercks
Form 10-Q Quarterly Report for the period ended June 30, 1998
10
.59
Master Agreement, dated as of December 18, 2001, by and among
MSP Technology (U.S.) Company LLC, MSP Singapore Company, LLC,
Schering Corporation, Schering-Plough Corporation, and Merck
& Co., Inc. (Portions of this Exhibit are subject to a
request for confidential treatment filed with the
Commission) Incorporated by reference to Old
Mercks Form 10-Q Quarterly Report for the period ended
June 30, 2008
10
.60
Form of Voting Agreement made and entered into as of October 30,
2006 by and between Merck & Co., Inc. and Sirna
Therapeutics, Inc. Incorporated by reference to Old
Mercks Current Report on Form 8-K dated October 30, 2006
10
.61
Settlement Agreement, dated November 9, 2007, by and between
Merck & Co., Inc. and The Counsel Listed on the Signature
Pages Hereto, including the exhibits thereto
Incorporated by reference to Old Mercks Current Report on
Form 8-K dated November 9, 2007
10
.62
Commitment Letter by and among Merck & Co., Inc.,
J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A.
dated as of March 8, 2009 Incorporated by reference
to Old Mercks Current Report on Form 8-K dated March 8,
2009
10
.63
Stock option terms for a non-qualified stock option under the
Merck Sharp & Dohme Corp. 2007 Incentive Stock Plan and the
Schering-Plough 2006 Stock Incentive Plan
Incorporated by reference to Exhibit 10.3 to Merck & Co.,
Inc.s Current Report on Form 8-K filed February 15, 2010
10
.64
Restricted stock unit terms for annual grant under the Merck
Sharp & Dohme Corp. 2007 Incentive Stock Plan and the
Schering-Plough 2006 Stock Incentive Plan
Incorporated by reference to Exhibit 10.4 to Merck & Co.,
Inc.s Current Report on Form 8-K filed February 15, 2010
10
.65
Restricted stock unit terms for Leader Shares grant under the
Merck & Co., Inc. 2007 Incentive Stock Plan
Incorporated by reference to Old Mercks Form 10-Q
Quarterly Report for the period ended March 31, 2009
10
.66
Incremental Credit Agreement dated as of May 6, 2009, among
Merck & Co., Inc., the Guarantors and Lenders party
thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent Incorporated by reference to Old Mercks
Current Report on Form 8-K dated May 6, 2009
10
.67
Asset Sale Facility Agreement dated as of May 6, 2009, among
Merck & Co., Inc., the Guarantors and Lenders party
thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent Incorporated by reference to Old Mercks
Current Report on Form 8-K dated May 6, 2009
10
.68
Bridge Loan Agreement dated as of May 6, 2009, among Merck
& Co., Inc., the Guarantors and Lenders party thereto, and
JPMorgan Chase Bank, N.A., as Administrative Agent
Incorporated by reference to Old Mercks Current Report on
Form 8-K dated May 6, 2009
10
.69
Amendment No. 1 to Amended and Restated Five-Year Credit
Agreement dated as of April 20, 2009 among Merck & Co.,
Inc., the Lenders party thereto and Citicorp USA, Inc., as
Administrative Agent Incorporated by reference to
Exhibit 10.1 to Merck & Co., Inc.s Current Report on
Form 8-K filed November 4, 2009
Exhibit
Number
Description
10
.70
Guarantee and Joinder Agreement dated as of November 3, 2009 by
Merck & Co., Inc., the Guarantor, for the benefit of the
Guaranteed Parties Incorporated by reference to
Exhibit 10.3 to Merck & Co., Inc.s Current Report on
Form 8-K filed November 4, 2009
10
.71
Guarantor Joinder Agreement dated as of November 3, 2009, by
Merck & Co., Inc., the Guarantor and JPMorgan Chase Bank,
N.A., as Administrative Agent Incorporated by
reference to Exhibit 10.4 to Merck & Co., Inc.s
Current Report on Form 8-K filed November 4, 2009
10
.72
Call Option Agreement, dated July 29, 2009, by and among Merck
& Co., Inc., Schering-Plough Corporation and
sanofi-aventis Incorporated by reference to Old
Mercks Current Report on Form 8-K dated July 31, 2009
10
.73
Termination Agreement, dated as of September 17, 2009, by and
among Merck & Co., Inc., Merck SH Inc., Merck Sharp &
Dohme (Holdings) Limited, sanofi-aventis, sanofi 4 and Merial
Limited Incorporated by reference to Old
Mercks Current Report on Form 8-K dated September 21, 2009
10
.74
Cholesterol Governance Agreement, dated as of May 22, 2000, by
and among Schering-Plough, Merck & Co., Inc. and the other
parties signatory thereto Incorporated by reference
to Exhibit 99.2 to Schering-Ploughs Current Report on Form
8-K dated October 21, 2002
10
.75
First Amendment to the Cholesterol Governance Agreement, dated
as of December 18, 2001, by and among Schering-Plough, Merck
& Co., Inc. and the other parties signatory
thereto Incorporated by reference to Exhibit 99.3 to
Schering-Ploughs Current Report on Form 8-K filed October
21, 2002
10
.76
Master Agreement, dated as of December 18, 2001, by and among
Schering-Plough, Merck & Co., Inc. and the other parties
signatory thereto Incorporated by reference to
Exhibit 99.4 to Schering-Ploughs Current Report on Form
8-K filed October 21, 2002
10
.77
Letter Agreement dated April 14, 2003 relating to Consent
Decree Incorporated by reference to Exhibit 99.3 to
Schering-Ploughs 10-Q for the period ended March 31, 2003
10
.78
Distribution agreement between Schering-Plough and Centocor,
Inc., dated April 3, 1998 Incorporated by reference
to Exhibit 10(u) to Schering-Ploughs Amended 10-K for the
year ended December 31, 2003, filed May 3, 2004
10
.79
Amendment Agreement to the Distribution Agreement between
Centocor, Inc., CAN Development, LLC, and Schering-Plough
(Ireland) Company Incorporated by reference to
Exhibit 10.1 to Schering-Ploughs Current Report on Form
8-K filed December 21, 2007
12
Computation of Ratios of Earnings to Fixed Charges
21
Subsidiaries of Merck & Co., Inc.
23
.1
Consent of Independent Registered Public Accounting
Firm Contained on page 172 of this Report
31
.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31
.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32
.1
Section 1350 Certification of Chief Executive Officer
32
.2
Section 1350 Certification of Chief Financial Officer
101
The following materials from Merck & Co., Inc.s
Annual Report on Form 10-K for the fiscal year ended December
31, 2010, formatted in XBRL (Extensible Business Reporting
Language):(i) the Consolidated Statement of Income, (ii) the
Consolidated Balance Sheet, (iii) the Consolidated Statement of
Cash Flow, and (iv) Notes to Consolidated Financial Statements.
*
Management contract or
compensatory plan or arrangement.
Certain portions of the exhibit
have been omitted pursuant to a request for confidential
treatment. The non-public information has been filed separately
with the Securities and Exchange Commission pursuant to
rule 24b-2
under the Securities Exchange Act of 1934, as amended.
1
(a) | if on that date the Covered Employee has New Format coverage (as described in the applicable Merck life insurance plan as it may be amended from time to time): the amount equal to 1x base pay; or | ||
(b) | if on that date the Covered Employee has Old Format coverage (as described in the applicable Merck life insurance plan as it may be amended from time to time): the amount equal to 2x base pay. |
2
(a) | is (i) a Regular Full-Time Nonunion Employee or Regular Part-Time Nonunion Employee, exempt or non-exempt, on the Employers normal U.S. payroll, or (ii) a U.S. Expatriate on the Employers normal U.S. payroll; and |
3
(b) | is not otherwise excluded under this paragraph. Eligible Employee excludes a person who: |
1. | is a participant in the CIC Plan (but this clause 1 shall only apply during the Protection Period (as defined in Section 6.8)); or | ||
2. | is a party to an employment agreement with the Employer or with Parent (or any of its subsidiaries) ; or | ||
3. | is entitled, upon termination of employment with the Employer, to separation, severance, termination or other similar payments (i) under another plan or program sponsored by the Employer or Parent (or any of its subsidiaries); or (ii) pursuant to a separate agreement with the Employer or Parent (or any of its subsidiaries) that provides for payments or benefits in connection with the termination of the employees employment; or | ||
4. | is a party to an agreement with the Employer or Parent (or any of its subsidiaries) that provides that no payment or benefits are due to the employee in connection with his/her termination of employment, |
in each case for clauses 2, 3 and 4 above, unless the other plan, program or agreement expressly provides that the employee is eligible to participate in this Plan; |
4
5
6
1. | Upon a divestiture of a subsidiary, division or other identifiable segment of the Employer where the Eligible Employee either |
a. | continues or is offered any employment with the acquiring company and accepts such employment; or | ||
b. | is offered employment with the acquiring company and declines it and such declined offer of employment is |
i. | on such terms and conditions agreed to between the Employer (or its designate) and the buyer, including but not limited to the job title, grade or band level, short term incentive compensation opportunity (e.g., cash bonus or sales incentive compensation), long term incentive compensation opportunity, equity compensation opportunity and/or level of base pay offered ◊; and | ||
ii. | at a work location that is less than 50 miles farther* from the employees residence at the time of the divestiture; or |
2. | Due to the Employers decision to outsource work to a third-party vendor where the Eligible Employee either |
a. | continues or is offered any employment with the outsource vendor and accepts such employment; or | ||
b. | is offered employment with such outsource vendor and declines it and such declined offer of employment is |
i. | on such terms and conditions agreed to between the Employer (or its designate) and the outsource vendor, including but not limited to the job title, grade or band level, short term incentive compensation opportunity (e.g., cash bonus or sales incentive compensation), long term incentive compensation opportunity, equity compensation opportunity and/or level of base pay offered ◊; and | ||
ii. | at a work location that is less than 50 miles farther* from the employees residence on the date the Eligible Employees employment with the Employer ends; or |
3. | Upon the formation of a joint venture or other business entity in which the Employer or the Parent directly or indirectly will own some outstanding voting or other ownership interest where the Eligible Employee either |
a. | continues or is offered any employment with the joint venture or other business entity and accepts such employment; or | ||
b. | is offered employment with the joint venture or other business entity and declines it and such declined offer of employment is |
7
i. | on such terms and conditions agreed to between the Employer or the Parent (or its designate) and the joint venture or other business entity, including but not limited to the job title, grade or band level, short term incentive compensation opportunity (e.g., cash bonus or sales incentive compensation), long term incentive compensation opportunity, equity compensation opportunity and/or level of base pay offered ◊; and | ||
ii. | at a work location that is less than 50 miles farther* from the employees residence at the time of the formation of the joint venture; or |
4. | If an Eligible Employees job with the Employer is moved to another work location of the Employer (or the Parent or any of its subsidiaries) and the Eligible Employee either |
a. | decides to follow the job; or | ||
b. | decides not to follow the job and the job offered and declined is |
i. | a work location that is less than 50 miles farther* from the employees residence at the time the job is moved; and | ||
ii. | at a Base Pay Rate equal to at least 100% of the employees Base Pay Rate;***; or |
5. | If an Eligible Employee is offered a position with the Employer (or the Parent or any of its subsidiaries)** regardless of job title, grade or band level, short term incentive compensation opportunity (e.g., cash bonus or sales incentive compensation), long term incentive compensation opportunity and/or equity compensation opportunity and either |
a. | accepts the position; or | ||
b. | declines it, provided the position offered and declined is |
i. | at a work location that is less than 50 miles farther* from the employees residence on the date the position is offered; and | ||
ii. | at a Base Pay Rate equal to at least 100% of the employees Base Pay Rate;*** or |
6. | If an Eligible Employee resigns for any reason; or | ||
7. | If an Eligible Employee is terminated for cause; or | ||
8. | If an Eligible Employee retires (except where the retirement results from the Employers termination of the Eligible Employees employment due to an organizational change or a general reduction of the work force; or | ||
9. | If an Eligible Employees employment is terminated due to failure to return to work at the Employer (or the Parent or any of its subsidiaries) for any reason, including, but not limited to the Eligible Employees failure to secure a position at the Employer (or the Parent or any of its subsidiaries) upon a return from a leave of absence for any reason; or | ||
10. | If an Eligible Employee terminates employment with the Employer prior to the date identified as the date the employee would experience a Separation From Service unless the Employer expressly agreed to waive this provision; or |
8
11. | If an Eligible Employee dies (unless the Eligible Employee dies after he/she has been notified of his/her Separation Date but before the Separation Date occurs and a valid release of claims is executed); or | ||
12. | If an Eligible Employees part-time or job share arrangement is terminated for any reason and the Eligible Employee is offered a position with the Employer (or the Parent or any of its subsidiaries),** including a full-time position, and either |
a. | accepts it; or | ||
b. | declines it, provided the position offered and declined is |
i. | at a work location that is less than 50 miles farther* from the employees residence at the time the part-time or job share arrangement is terminated; and | ||
ii. | at a Base Pay Rate equal to at least 100% of the employees Base Pay Rate;*** or |
13. | If an Eligible Employees flexible work arrangement (e.g., flexible hours, flexible workplace, work-at-home, compressed work-week, non-standard work hours, etc.) is terminated for any reason and the Eligible Employee is offered a position with the Employer (or the Parent or any of its subsidiaries),** including a position having an Employer-standard work arrangement or a flexible work arrangement, and either |
a. | accepts it; or | ||
b. | declines it, provided the position offered and declined is |
i. | at a work location that is less than 50 miles farther* from the employees residence at the time the flexible work arrangement is terminated (or for employees with a flexible workplace or work-at-home arrangement, at the work location where the position was assigned on the Employers data base); and | ||
ii. | at a Base Pay Rate equal to at least 100% of the employees Base Pay Rate;*** or |
14. | If an Eligible Employee is a shift worker and is offered a position with the Employer (or the Parent or any of its subsidiaries),** including a position on a different shift, and either |
a. | accepts it; or | ||
b. | declines it, provided the position offered and declined is |
i. | at a work location that is less than 50 miles farther* from the employees residence at the time the offer is made; and | ||
ii. | at a Base Pay Rate equal to at least 100% of the employees Base Pay Rate.*** |
* | Whether a work location is less than 50 miles farther from an employees residence will be determined in accordance with MSDs relocation policy. For Eligible Employees who are field sales representatives, the new work location is |
9
the geographic workload center of the new territory as determined by the Employer in its sole and absolute discretion. | ||
** | The Employer (or the Parent or any of its subsidiaries) may offer a position at the same time the organizational change or reduction in force occurs or at any time prior to the Eligible Employees Separation Date and may offer a position for any reason, including but not limited to as a result of the Eligible Employees application for a position in accordance with job posting system of MSD (or the Parent or any of its subsidiaries). | |
*** | For purposes of determining whether a Separation From Service has occurred ( and not for purposes of calculating Separation Pay ), at least 100% the Base Pay Rate is calculated as of the date the alternate position is offered to the Eligible Employee. |
10
(a) | An Eligible Employee will be eligible for Separation Plan Benefits described in Section 4 when he/she experiences a Separation From Service. Separation Pay and Separation Benefits shall be provided under this Plan only if the Eligible Employee has executed and, if a revocation period is applicable, not revoked a Release of Claims in a form satisfactory to MSD in its sole and nonreviewable discretion. An Eligible Employee who has executed and, if a revocation period is applicable, not revoked a Release of Claims is a Covered Employee. | ||
(b) | An Eligible Employee will also be entitled to receive those pension benefits set forth in Schedule E (Change in Control/Pension) and retiree healthcare and life insurance benefits set forth in Schedule F (change in Control/Retiree Healthcare and Life Insurance) if (i) a Change in Control has occurred and (ii) within two years thereafter, the Eligible Employees employment with the Employer is terminated by the Employer without Cause and other than for |
11
death or Permanent Disability. MSD may, to the extent it deems necessary or appropriate (including to comply with applicable law), (1) cause the benefits set forth in Schedule E to be paid from the MSD Supplemental Retirement Plan (the Supplemental Plan) or otherwise from MSDs general assets and (2) cause the benefits set forth in Schedule F to be provided from an insured arrangement, pursuant to individual arrangements or otherwise. For purposes of this Section 3(b), the terms Cause and Permanent Disability shall have the meanings set forth in the CIC Plan (and, for the avoidance of doubt, a valid amendment of these definitions under the CIC Plan shall constitute an amendment of this Plan without further action). |
(a) | A Covered Employee shall continue medical, dental and Basic Life Insurance coverage during the Separation Pay Period. If the Separation Pay Period is less than 6 months, the medical, dental and Basic Life Insurance coverage described in this Section 4.3 shall continue for the 6-month period beginning on the first day of the month coincident with or following the date the Covered Employee incurs a Separation From Service. | ||
(b) | The medical and dental and Basic Life insurance coverages that shall be continued under this Section 4.3 are those coverages that are in effect for the Covered Employee as of the date the Covered Employee |
12
incurs a Separation From Service, subject to and in accordance with the terms of the applicable medical, dental and life insurance plans as they may be amended from time to time. A Covered Employee who, prior to the Separation From Service, had elected no medical or dental coverage under MSDs medical or dental plans will not be permitted to change from no medical and/or dental coverage to coverage as a result of a Separation From Service. The Covered Employee who continues medical and dental coverage may change such coverages (e.g., coverage option and family status) subject to the terms and conditions of the applicable plans as they apply to active employees. | |||
(c) | These Separation Benefits shall begin on the first day of the month coincident with or following the date the Covered Employee incurs a Separation From Service. The medical, dental and Basic Life insurance coverages shall end on the last day of the month in which the Separation Pay Period ends or, if the Separation Pay Period is less than 6 months, then at the end of the 6-month period during which medical and dental coverages are provided. | ||
(d) | Contributions for Separation Benefits shall be payable by the Covered Employee in the time and manner specified by MSD from time to time. | ||
(e) | Eligibility for COBRA continuation coverage for medical and/or dental plan coverage shall begin at the first day of the month following the expiration of the Separation Pay Period, or, if the Separation Pay Period is less than 6 months, then at the end of the 6 month period during which medical and dental coverages are provided. If the Separation Date is prior to December 31, 2010, the Covered Employee will also be eligible to continue Basic Life Insurance coverage under the continuation provisions of the life insurance plan, if any, and as they may be amended from time to time, for the balance of the plan continuation period. | ||
(f) | At the time the Release of Claims is signed, the Covered Employee may decline to continue medical, dental and Basic Life Insurance Separation Benefits under this paragraph; however, the Covered Employee must decline to continue all such Separation Benefits. Such election to decline Separation Benefits is irrevocable. Cash shall not be paid in lieu of Separation Benefits nor will Separation Pay be increased if a Covered Employee declines medical, dental and Basic Life Insurance coverage. If the Covered Employee declines medical, dental and Basic Life Insurance Separation Benefits, then he/she shall be eligible for COBRA continuation coverage for medical and dental in accordance with the COBRA continuation provisions of the medical and dental plans applicable to terminated employees, and if the Separation Date is prior to December 31, 2010, continuation of the Basic Life insurance in accordance with the continuation provisions of |
13
the life insurance plan, if any, and as they may be amended from time to time. If Separation Benefits are provided during the period for consideration and revocation of the Release of Claims and, upon signing the Release of Claims, the Covered Employee declines medical, dental and Basic Life Insurance Separation Benefits, then contributions for the Separation Benefits provided during the consideration and revocation periods will be deducted from the Separation Pay. |
| no medical coverage shall be provided under this Plan to an Eligible Employee or a Covered Employee who is or becomes eligible for retiree medical benefits upon retirement in connection with a Separation From Service; | ||
| no dental coverage shall be provided under this Plan to an Eligible Employee or a Covered Employee who is or becomes eligible for retiree dental benefits upon retirement in connection with a Separation From Service; | ||
| no Basic Life Insurance coverage shall be provided under this Plan to an Eligible Employee or a Covered Employee who is or becomes eligible to be treated as a retiree (including a bridged retiree) in connection with a Separation From Service under the defined benefit pension plan in which the individual participates as of his/her Separation From Service; and | ||
| to the extent that an Eligible Employee or Covered Employee becomes entitled to benefits pursuant to Schedule F of the Plan, no coverage shall be provided under this Section 4.3. |
(a) | any amount the Plan Administrator reasonably concludes the Covered Employee owes the Employer (or the Parent or any subsidiary or affiliate of the Parent) including, without limitation, unpaid bills under the corporate credit card program, and for vacation used, but not earned; and | ||
(b) | any severance or severance type benefits that the Employer (or the Parent or any subsidiary or affiliate of the Parent) must pay to a Covered Employee under applicable law; and | ||
(c) | where permitted by law, any payments received by the Covered Employee pursuant to state workers compensation laws; and | ||
(d) | short term disability benefits where state law does not permit Separation Pay to be offset from short term disability benefits (or |
14
where the Employer in its sole and absolute discretion determines it is administratively easier for the Employer to reduce Separation Pay by short term disability benefits in lieu of reducing short term disability benefits by Separation Pay). |
15
(a) | breach of any obligations of the Covered Employees Terms and Conditions of Employment; | ||
(b) | making false or misleading statements about the Employer, the Parent or any of its subsidiaries or their products, officers or employees to competitors, customers, potential customers of the Employer, the Parent or any of its subsidiaries or to current or former employees of the Employer, the Parent or any of its subsidiaries; and | ||
(c) | breaching any terms of the Release of Claims, including, if included in the Release of Claims, any non-solicitation or non-competition provisions. |
16
17
(a) | grant some, all or any portion of the benefits under this Plan to an employee who would not otherwise be eligible for such benefits under Section 3 above; |
(b) | waive the requirement set forth in Section 3 for any individual Eligible Employee or group of Eligible Employees to execute a Release of Claims; |
(c) | grant additional Separation Plan Benefits to a Covered Employee; and |
(d) | pay Separation Pay to a Covered Employee in a single lump sum. |
6.4 | Plan Year The Plan Year shall be the calendar year. |
6.5 | Claims Procedures |
(a) | Any request or claim for benefits under the Plan must be filed by a claimant or the claimants authorized representative within 60 days after the date the event occurs that the claimant alleges gives rise to the claimants claim (e.g., for eligibility for Separation Pay, within 60 days after the claimants employment with the Employer ends; for amount of Separation Pay, within 60 days after the first payment of allegedly incorrect Separation Pay; for forfeiture of Separation Pay under Section 5.3, within 60 days after the cessation of payment). |
(b) | Any request or claim for benefits under the Plan shall be deemed to be filed when a written request made by the claimant or the claimants authorized representative addressed to the Claims Reviewer at the address below is received by the Claims Reviewer. |
18
The claim for benefits shall be reviewed by, and a determination shall be made by, the Claims Reviewer, within the timeframe required for notice of adverse benefit determinations described below. |
(c) | The Claims Reviewer shall provide written or electronic notification to the claimant or the claimants authorized representative of any adverse benefit determination. Such notice shall be provided within a reasonable time but not later than 90 days after the receipt by the Claims Reviewer of the claimants claim, unless the Claims Reviewer determines that special circumstances require an extension of time for processing the claim. If the Claims Reviewer determines that an extension of time for processing is required, written notice of the extension shall be furnished to the claimant before the expiration of the initial 90-day period indicating the special circumstances requiring an extension and the date by which the Claims Reviewer expects to render the benefit determination. No extension can exceed 90 days from the end of the initial 90-day period (i.e., 180 days from the receipt of the claim by the Claims Reviewer) without the consent of the claimant or the claimants authorized representative. |
(d) | An adverse benefit determination is a denial, reduction, or termination of, or a failure to provide or make payment (in whole or part) for a benefit, including one that is based on a determination of a claimants eligibility to participate in the Plan. | ||
(e) | The notice of adverse benefit determination shall be written in a manner calculated to be understood by the claimant and shall: |
(i) | set forth the specific reasons for the adverse benefit determination; | ||
(ii) | contain specific references to Plan provisions on which the determination is based; | ||
(iii) | describe any material or information necessary for the claim for benefits to be allowed and an explanation of why such information is necessary; and | ||
(iv) | describe the Plans appeal procedures and the time limits applicable to such procedures, including a statement of the claimants right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review. |
6.6 | Appeals Procedures |
19
(a) | Any request to review the Claims Reviewers adverse benefit determination under the Plan must be filed by a claimant or the claimants authorized representative in writing within 60 days after receipt by the claimant of written notification of adverse benefit determination by the Claims Reviewer. If the claimant or the claimants authorized representative fails to file a request for review of the Claims Reviewers adverse benefit determination in writing within 60 days after receipt by the claimant of written notification of adverse benefit determination, the Claims Reviewers determination shall become final and conclusive. | ||
(b) | Any request to review an adverse benefit determination under the Plan shall be deemed to be filed when a written request is made by the claimant or the claimants authorized representative addressed to the Employee Benefits Committee at the address below is received by the Secretary of the Employee Benefits Committee. |
(c) | If the claimant or the claimants authorized representative timely files a request for review of the Claims Reviewers adverse benefit determination as specified in this Section 6.6, the Employee Benefits Committee shall re-examine all issues relevant to the original adverse benefit determination taking into account all comments, documents, records, and other information submitted by the claimant or the claimants authorized representative relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. Any such claimant or his or her duly authorized representative may |
(i) | upon request and free of charge have reasonable access to, and copies of, all documents, records, and other information relevant to the claimants claim for benefits; whether an item is relevant shall be determined by the Employee Benefits Committee in accordance with 29 CFR 2560.503-1 (m)(8); and | ||
(ii) | submit in writing any comments, documents, records, and other information relating to the claim for benefits. |
20
(d) | The Employee Benefits Committee shall provide written or electronic notice to the claimant or the claimants authorized representative of its benefit determination on review. Such notice shall be provided within a reasonable time but not later than 60 days after the receipt by the Employee Benefits Committee of the claimants request for review, unless the Employee Benefits Committee determines that special circumstances require an extension of time for processing the request for review. If the Employee Benefits Committee determines that an extension of time for processing is required, written notice of the extension shall be furnished to the claimant before the expiration of the initial 60-day period indicating the special circumstances requiring an extension and the date by which the Employee Benefits Committee expects to render the benefit determination. No extension can exceed 60 days from the end of the initial 60-day period (i.e., 120 days from the date the request for review is received by the Employee Benefits Committee) without the consent of the claimant or the claimants authorized representative. | ||
(e) | If the claimants appeal is denied, the notice of adverse benefit determination on review shall be written in a manner calculated to be understood by the claimant and shall: |
(i) | set forth the specific reasons for the adverse benefit determination on review; | ||
(ii) | contain specific references to Plan provisions on which the benefit determination is based; | ||
(iii) | contain a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimants claim for benefits; whether an item is relevant shall be determined by the Employee Benefits Committee in accordance with 29 CFR 2560.503-1 (m)(8); and | ||
(iv) | include a statement of the claimants right to bring a civil action under section 502(a) of ERISA. |
21
22
23
24
For purposes of calculating Separation Pay: |
A days pay means the Covered Employees Annual Base Salary in effect on the date the Covered Employee experiences a Separation in Service divided by 260. A weeks pay means a days pay multiplied by five. |
Grade Level | Separation Pay | |
Non-Exempt
|
2 weeks pay + an additional 2 weeks | |
&
|
pay per Complete Year of Continuous | |
10-14
|
Service. | |
|
Maximum of 78 weeks. | |
7-9
|
4 weeks pay + an additional 2 weeks | |
|
pay per Complete Year of Continuous | |
|
Service. | |
|
Maximum of 78 weeks. | |
5-6
|
12 weeks pay + an additional 2 weeks | |
|
pay per Complete Year of Continuous | |
|
Service. | |
|
Maximum of 78 weeks. | |
4
|
12 weeks pay + an additional 2 weeks | |
|
pay per Complete Year of Continuous | |
|
Service. | |
|
Maximum of 78 weeks. | |
1-3
|
26 weeks pay | |
with less than 1 Complete Year of
Continuous Service
|
||
1-3
|
41 weeks pay | |
with at least 1 Complete Year but
less than 2 complete years of
Continuous Service
|
||
|
||
1-3
|
41 weeks pay + an additional 2 weeks | |
with at least 2 Complete Years of
|
pay per Complete Year of Continuous | |
Continuous Service
|
Service | |
|
Maximum of 78 weeks. |
25
For purposes of calculating Separation Pay: |
A days pay means the Covered Employees Annual Base Salary in effect on the date the Covered Employee experiences a Separation in Service divided by 260. A weeks pay means a days pay multiplied by five. |
Grade Level | Separation Pay | |
Non-Exempt
|
2 weeks pay + an additional 2 weeks pay per Complete Year of | |
&
|
Continuous Service. | |
10-14
|
Maximum of 52 weeks. | |
7-9
|
3 weeks pay + an additional 2 weeks pay per Complete Year of | |
|
Continuous Service. | |
|
Maximum of 52 weeks. | |
5-6
|
4 weeks pay + an additional 2 weeks pay per Complete Year of | |
|
Continuous Service. | |
|
Maximum of 52 weeks. | |
4
|
12 weeks pay + an additional 2 weeks pay per Complete Year of | |
|
Continuous Service. | |
|
Maximum of 52 weeks. | |
1-3
|
26 weeks pay + an additional 2 weeks pay per Complete Year of | |
|
Continuous Service | |
|
Maximum of 52 weeks. |
26
27
28
29
30
GRADE LEVEL
PROGRAM NAME
DURATION
Individual Career Transition
Seminar
consulting sessions
& Counseling
Network
Career Assistance Program
3 Months
Career Transition Service
6 Months
Executive Service
12 Months
Senior Executive Service
12 Months
Description of Change-in-Control Benefits under the
MSD Salaried Retirement Plan (the Pension Plan)
| Less than age 49; or | ||
| At least age 49 but not yet age 64 with less than 9 years of Credited Service |
| Less than age 49 or | ||
| At least age 49 but not yet age 64 with less than nine years of Credited Service |
2
| Separation Pay | ||
| Outplacement Services | ||
| Eligibility for continued medical, dental and life insurance benefits | ||
| Eligibility for a special payment in lieu of an AIP/EIP bonus for the performance year in which his or her Separation Date occurs if his or her Separation Date occurs after June 30 and on or before December 31 of that performance year |
| the benefits for those Separated Employees who do not sign, or who sign and, if a revocation period is applicable to them, later revoke, the Separation Letter; and |
| the terms and conditions of certain MSD benefit plans and programs as they apply to any separated employee without regard to whether they sign the Separation Letter. |
3
4
5
6
7
Special Separation | ||||
Program (if sign | ||||
Regular Plan Provisions | letter) | |||
Medical, Dental, Prescription
Drug |
Benefits continue to the end of the month in which your Separation Date occurs; eligible for COBRA afterward | Benefits continue to the end of the month in which the Separation Pay Period ends (or a minimum of 6 months), provided you pay the applicable employee contributions in the time and manner specified by MSD (or its designee); eligible for COBRA afterward | ||
|
||||
Basic Employee Term Life
Insurance (New Format-maximum
1x base pay; Prior to January
1, 2011, Old Format -2x base
pay)
|
If your Separation
Date occurs before
December 31, 2010
coverage at
level in effect on
Separation Date
continues for 31 days,
provided old format
coverage is reduced to
1x base pay due to
mapping of old
format coverage
effective January 1,
2011 as described in
annual enrollment
materials for 2011;
and
you may elect
to continue coverage
for up to 30 months
(but not beyond age
65) from your
Separation Date at
your cost under the
Merck Life Insurance
Plan.
If your Separation Date occurs on or after December 31, 2010, coverage equal to 1x base pay continues for 31 days. In either event, you may be eligible to convert to an individual policy with Prudential after coverage under the Merck Life Insurance Plan ends. |
Coverage under the
Merck Life
Insurance Plan
continues to the
end of the month in
which the
Separation Pay
Period ends (or a
minimum of 6
months) (but not
beyond age 65),
provided you pay
the applicable
employee
contributions in
the time and manner
specified by MSD
(or its designee)
for old format
coverage prior to
January 1, 2011 and
subject to mapping
of old format
coverage effective
January 1, 2011 as
described in annual
enrollment
materials for 2011.
If your Separation Date occurs before December 31, 2010, you may elect to continue coverage under the Merck Life Insurance Plan for the balance of up to 30 months (but not beyond age 65) from your Separation Date at your cost. You may be eligible to convert to an individual policy with Prudential after coverage under the Merck Life Insurance Plan ends. |
||
|
||||
Optional Employee Group
Term Life, Dependent Life and
prior to January 1, 2011,
Survivor Income
|
Coverage at level
in effect on your
Separation Date
continues for 31 days,
subject to mapping of
old format and
survivor income
coverage effective
January 1, 2011 as
described in annual
enrollment materials
for 2011.
If your Separation Date occurs before December 31, 2010, you may elect to continue coverage for up to 30 months (but not beyond age 65) from your Separation Date at your cost under the Merck Life Insurance Plan You may be eligible to convert or port to an individual policy with Prudential after coverage under the Merck Life Insurance Plan ends. |
Coverage at level
in effect on your
Separation Date
continues for 31
days, subject to
mapping of old
format and
survivor income
coverage effective
January 1, 2011 as
described in annual
enrollment
materials for 2011
If your Separation Date occurs before December 31, 2010, you may elect to continue coverage for up to 30 months (but not beyond age 65) from your Separation Date at your cost under the Merck Life Insurance Plan You may be eligible to convert or port to an individual policy with Prudential after coverage under the Merck Life Insurance Plan ends. |
||
|
||||
AD&D
|
No coverage | No coverage |
8
9
10
Unvested options will vest on the Separation Date. You will then have two years to exercise them and previously vested grants. All outstanding vested optionsincluding those previously vestedwill expire on the day before the second anniversary of your Separation Date (or their original expiration date, if earlier). |
| If your employment is terminated due to the sale of your subsidiary, division or joint venture, options that would have become exercisable within one year of your Separation Date will be exercisable on your Separation Date and all others immediately expire. All unexercised options will expire on the day before the first anniversary of your Separation Date (or their original expiration date, if earlier). | ||
| If your employment terminates due to an other involuntary termination, options that are unvested on your Separation date will expire on your Separation Date. Options that are exercisable on your Separation Date will expire on the day before the first anniversary of your Separation Date (or their original expiration date, if earlier). |
| stock options granted before 2010 that are unexercised and outstanding on your rehire date will be reinstated to active status as if your employment had not been interrupted, and | ||
| stock options granted during 2010 and thereafter that are unexercised and outstanding on your rehire date will continue to be treated as described above. |
11
| On or after the first anniversary of the RSU grant date, a pro rata portion of your RSU grant generally will vest and become distributable to you (together with any applicable accrued dividend equivalents) at the same time as if your employment had continued; the remainder of the grant will expire on your Separation Date; or |
| before the first anniversary of the RSU grant date, the entire grant (together with any applicable accrued dividend equivalents) will expire on your Separation Date. |
12
| on or after the first anniversary of the PSU grant date, a pro rata portion of your PSU grant generally will vest and become distributable to you at the same time as if your employment had continued and based on actual performance; the remainder of the grant will expire on your Separation Date; or | ||
| before the first anniversary of the PSU grant date, the entire grant will expire on your Separation Date. |
See the term sheets applicable to PSUs granted to you, if any. |
13
14
15
16
17
18
| Less than age 49 or | ||
| At least age 49 but not yet age 64 with less than nine years of Credited Service |
19
20
| at least 49 years of age but not yet age 55 and have at least 9 years of Credited Service; or | ||
| at least 55 years of age but not yet age 65* and have at least 9 years of Credited Service but do not have 10 years of Credited Service; or | ||
| at least 64 years of age but not yet age 65* and have less than 9 years of Credited Service |
| at least 49 years of age but not yet age 55 and have at least 9 years of Credited Service; or | ||
| at least 55 years of age but not yet age 65 and have at least 9 years of Credited Service but do not have 10 years of Credited Service; or | ||
| at least 64 years of age but not yet age 65 and have less than 9 years of Credited Service (as defined in the Retirement Plan). |
1
| Separation Pay | ||
| Outplacement Services | ||
| A pro-rata portion of certain early retirement subsidies under the Retirement Plan (Pension Bridge) and treatment as a retiree under the Retirement Plan | ||
| Medical and dental benefits |
| For Bridge-Eligible Employees with at least 9 years of Credited Service (as defined by the Retirement Plan) as of their Separation Dates)Treatment as a retiree for purposes of medical, dental benefits | ||
| For Bridge-Eligible Employees who have less than 9 years of Credited Service as of their Separation DatesEligibility for continued medical and dental benefits for a period |
| Treatment as a retiree for purposes of unexercised stock options and restricted stock units and performance stock units | ||
| Eligibility for a special payment in lieu of an AIP/EIP bonus for the performance year in which his or her Separation Date occurs if his or her Separation Date occurs after June 30 and on or before December 31 of that performance year |
2
| the additional benefits offered under the Special Separation Program that are not described in the Separation Plan SPD: |
| Pension Bridge; | ||
| treatment as a retiree for purposes of medical and dental benefits (provided that, for retiree healthcare benefits, the Bridge-Eligible Employees would have had at least 9 years of Credited Service (as defined by the Retirement Plan) as of their Separation Dates); | ||
| treatment as a retiree for purposes of stock options, restricted stock units and performance stock units; | ||
| eligibility for a special payment in lieu of an AIP/EIP bonus for the performance year in which his or her Separation Date occurs; |
| the benefits for those Bridge-Eligible Employees who do not sign, or, if a revocation period is applicable to them, who sign and later revoke, the Separation Letter; and | ||
| the terms and conditions of certain Merck or MSD benefit plans and programs as they apply to Bridge-Eligible Employees without regard to whether they sign the Separation Letter. |
3
4
| Pro-Rata Fraction TIMES the participants accrued benefit as of the Separation Date payable with early retirement subsidies | ||
| PLUS (1 MINUS the Pro-Rata Fraction) TIMES the participants accrued benefit at Separation Date actuarially reduced for early commencement |
5
6
7
8
9
| will have the number of points that is the sum of his/her age and years of adjusted service as recorded on MSDs records (from age 40 for those subject to the Rule of 88; all adjusted service for those subject to the Rule of 92) as of his/her Separation Date; provided however, if such sum is less than 65, then the Bridged Employee is deemed to have 65 points; and | ||
| will pay premiums for medical coverage in accordance with the premium schedule for the Rule of 92 or the Rule of 88, as applicable, in effect on his/her Retiree Healthcare Commencement Date, as the premium schedule may be amended from time to time. |
To determine whether the Rule of 92 or the Rule of 88 applies to you and to see the premiums applicable to those schedules, see the Reference Library on Fidelitys netbenefits website. |
10
11
12
Regular Plan Provisions | Special Separation Program | |||
Medical, Dental,
Prescription Drug |
Benefits continue to the end of the month in which your Separation Date occurs; eligible for COBRA afterward | You will be treated as a retiree with applicable contributions if you would have at least 9 years of credited service as of your Separation Date | ||
|
||||
|
If you have less than 9 years of credited service as of your Separation Date, then benefits continue to the end of the month in which the Separation Pay Period ends (or a minimum of 6 months), provided you pay the applicable employee contributions in the time and manner specified by MSD (or its designee); thereafter eligible for COBRA |
13
Regular Plan Provisions | Special Separation Program | |||
Basic Employee
Term
Life Insurance (New Format-maximum 1x base pay; prior to January 1, 2011, if Old Format -2x base pay) |
If your Separation
Date occurs on or
before December 30,
2010
coverage at
level in effect on
Separation Date
continues for 31 days,
provided old format
coverage is reduced to
1x base pay due to
mapping of old format
coverage effective
January 1, 2011 as
described in annual
enrollment materials
for 2011; and
you may elect
to continue coverage
for up to 30 months
(but not beyond age 65)
from your Separation
Date at your cost under
the Merck Life
Insurance Plan.
|
If Separation Date occurs on or before December 30, 2010: Treated as a retiree with 1x base pay coverage (2x if old format) reducing over 3 years to no coverage. | ||
|
||||
|
If your Separation Date occurs on or after December 31, 2010, coverage equal to 1x base pay continues for 31 days. | If your Separation Date occurs on or after December 31, 2010, coverage equal to 1x base pay continues for 31 days. | ||
|
||||
|
In either event, you may be eligible to convert to an individual policy with Prudential after coverage under the Merck Life Insurance Plan ends. | In either event, you may be eligible to convert to an individual policy with Prudential after coverage under the Merck Life Insurance Plan ends. | ||
|
||||
Optional
Employee Group Term Life, Dependent Life and prior to January 1, 2011 Survivor Income |
If your Separation Date occurs on before or after December 30, 2010, coverage at level in effect on your Separation Date continues for 31 days, subject to mapping of old format and survivor income coverage effective January 1, 2011 as described in annual enrollment materials for 2011. |
If Separation Date
is on or before
December 30, 2010:
Treated as a retiree You can continue optional coverage (including the amounts of old format and survivor income coverage mapped to optional coverage effective January 1, 2011) under the Merck Life Insurance Plan at your cost up to age 65 |
||
|
||||
|
If your Separation Date occurs on or before December 30, 2010, you may elect to continue coverage for up to 30 months (but not beyond age 65) from your Separation Date at your cost under the Merck Life Insurance Plan | If Separation Date is on or after December 31, 2010: Coverage at level in effect on your Separation Date continues for 31 days, subject to mapping of old format and survivor income coverage effective January 1, 2011 as described in annual enrollment materials for 2011. | ||
|
||||
|
You may be eligible to convert or port to an individual policy with Prudential after coverage under the Merck Life Insurance Plan ends. | You may be eligible to convert or port to an individual policy with Prudential after coverage under the Merck Life Insurance Plan ends. | ||
|
||||
AD&D
|
No coverage | No coverage |
14
Vested options will expire upon the earlier of (i) the day before the one-year anniversary of your Separation Date or (ii) the original 10-year expiration date. |
Unvested options will vest on the Separation Date. You will then have two years to exercise them and previously vested grants. All outstanding vested optionsincluding those previously vestedwill expire on the day before the second anniversary of your Separation Date (or their original expiration date, if earlier). |
| If your employment is terminated due to the sale of your subsidiary, division or joint venture, options that would have become exercisable within one year of your Separation Date will become exercisable on |
15
your Separation Date and all others immediately expire. All unexercised options will expire on the day before the first anniversary of your Separation Date (or their original expiration date, if earlier). | |||
| If your employment terminates due to an other involuntary termination, options that are unvested on your Separation date will expire on your Separation Date. Options that are exercisable on your Separation Date will expire on the day before the first anniversary of your Separation Date (or their original expiration date, if earlier). |
| stock options granted before 2010 that are unexercised and outstanding on your rehire date will be reinstated to active status as if your employment had not been interrupted, and | ||
| stock options granted during 2010 and thereafter that are unexercised and outstanding on your rehire date will continue to be treated as described above. |
16
| On or after the first anniversary of the RSU grant date, a pro rata portion of your RSU grant generally will vest and become distributable to you (together with any applicable accrued dividend equivalents) at the same time as if your employment had continued; the remainder of the grant will expire on your Separation Date; or | ||
| before the first anniversary of the RSU grant date, the entire grant (together with any applicable accrued dividend equivalents) will expire on your Separation Date. |
| on or after the first anniversary of the PSU grant date, a pro rata portion of your PSU grant generally will vest and become distributable to you at the same time as if your employment had continued and based on actual performance; the remainder of the grant will expire on your Separation Date; or | ||
| before the first anniversary of the PSU grant date, the entire grant will expire on your Separation Date. |
17
Vested options: May be exercised until the earlier of (i) the day before the 5 th anniversary of your Separation Date (considered your retirement date) or (ii) the original expiration date. |
Unvested options will vest on the original vesting date and then be exercisable for the full term of the option, expiring on the original expiration date. Vested options will be exercisable for then remaining term of the option, expiring on the original expiration date. |
| Unvested Options: |
| If your Separation Date occurs before the 6-month anniversary of the option grant date, the options expire on your Separation Date; or | ||
| If your Separation Date occurs on or after the 6-month anniversary of the option grant date, unvested options will become exercisable on their original vesting date and remain exercisable until they expire on the day before the fifth |
18
anniversary of the grant date (or their original expiration date, if earlier). |
| Vested Options: Options that are vested on your Separation Date will be exercisable until they expire on the day before the fifth anniversary of the grant date (or their original expiration date, if earlier). |
19
20
21
22
23
24
25
| at least 49 years of age but not yet age 55 and have at least 9 years of Credited Service; or | ||
| at least 55 years of age but not yet age 65 and have at least 9 years of Credited Service but do not have 10 years of Credited Service; or | ||
| at least 64 years of age but not yet age 65 and have less than 9 years of Credited Service |
26
27
| at least age 55 with at least 10 years of Credited Service; or | |
| at least age 65 |
| at least age 55 and have at least 10 years of Credited Service (as defined in the Retirement Plan); or | ||
| at least age 65. |
2
| Separation Pay | ||
| Outplacement Services | ||
| Eligibility for continued medical and dental benefits (for employees not otherwise eligible for retiree medical and dental benefits) | ||
| Rule of 85 Transition Benefit under the Retirement Plan (for those who would have attained it within two years of their Separation Dates) | ||
| Eligibility for a special payment in lieu of an AIP/EIP bonus for the performance year in which his or her Separation Date occurs |
| additional benefits offered under the Special Separation Program that are not described in the Separation Plan SPD: |
| eligibility for the Rule of 85 Transition Benefit under the Retirement Plan; and |
| eligibility for continued medical and dental benefits for employees who are not otherwise eligible for retiree medical and dental benefits. |
| benefits for those Separated Retirement Eligible Employees who do not sign, or, if a revocation period is applicable to them, who sign and later revoke, the Separation Letter; and |
| terms and conditions of certain Merck or MSD benefit plans and programs as they apply to any Separated Retirement Eligible Employees without regard to whether they sign the Separation Letter. |
3
4
5
6
| will have the number of points that is the sum of his/her age and years of adjusted service as recorded on MSDs records (from age 40 for those subject to the Rule of 88; all adjusted service for those subject to the Rule of 92) as of his/her Separation Date; and | ||
| will pay premiums for medical coverage in accordance with the premium schedule for the Rule of 92 or the Rule of 88, as applicable, in effect on his/her Retiree Healthcare Commencement Date, as the premium schedule may be amended from time to time. |
7
| have at least 10 years of service with the Employer after age 40; or | ||
| (i) were an employee of the Employer on January 1, 2003 (and the Employer was a subsidiary of MSD (formerly Merck & Co., Inc.) on that date), (ii) have not had a break in service since January 1, 2003, and (iii) have at least 10 years of Credited Service (as defined in the Retirement Plan); or | ||
| (i) had a break in service with the Employer after age 45 and before April 1, 2002 (and the Employer was a subsidiary of MSD (formerly Merck & Co., Inc.) on that date), (ii) had returned to work before April 1, 2002 and were employed on that date, (iii) have not had a break in service since April 1, 2002, and (iv) have 10 years of Credited Service (as defined in the Retirement Plan). |
8
9
| will have the number of points that is the sum of his/her age and years of adjusted service as recorded on the MSDs records (from age 40 for those subject to the Rule of 88; all adjusted service for those subject to the Rule of 92) as of his/her Separation Date; provided, however, that if such sum is less than 65, then the Separated Retirement Eligible Employee is deemed to have 65 points; and | ||
| will pay premiums for medical coverage in accordance with the premium schedule for the Rule of 92 or the Rule of 88, as applicable, in effect on his/her Retiree Healthcare Commencement Date, as the premium schedule may be amended from time to time. |
10
11
12
Regular Plan Provisions | Special Separation Program | |||
Medical, Dental,
Prescription Drug |
If eligible for retiree healthcare benefits you will be treated as a retiree w/ applicable contributions | If eligible for retiree healthcare benefits treated as a retiree w/applicable contributions paid by retiree | ||
|
||||
|
If not eligible for retiree healthcare benefits, benefits continue until the end of the month in which your Separation Date occurred; eligible for COBRA afterward | If not eligible for retiree healthcare benefits medical and or dental benefits continue for the Separation Pay Period (minimum 6 months), provided you pay the applicable employee contributions in the time and manner specified by MSD (or its designee); eligible for COBRA afterward | ||
|
||||
Basic Employee
Term Life Insurance
(New Format-maximum
1x base pay; Prior to
January 1, 2011 Old Format 2x base pay)
|
If Separation Date is on or before December 30, 2010: Treated as a retiree | If Separation Date occurs on or before December 30, 2010:Treated as a retiree | ||
|
||||
|
If Separation Date is on or after December 31, 2010: not eligible for retiree coverage. | If Separation Date is on or after December 31, 2010: not eligible for retiree coverage. | ||
|
||||
|
Coverage at level in effect on Separation Date continues for 31 days, subject to mapping of old format coverage effective January 1, 2011 as described in annual enrollment materials for 2011. May be eligible to convert to an individual policy with Prudential after coverage under the Merck Life Insurance Plan ends. | Coverage at level in effect on Separation Date continues for 31 days, subject to mapping of old format coverage effective January 1, 2011 as described in annual enrollment materials for 2011. May be eligible to convert to an individual policy with Prudential after coverage under the Merck Life Insurance Plan ends. | ||
|
||||
Optional
Employee Group Term
Life, Dependent Life
and prior to January
1, 2011 Survivor
Income
|
If Separation Date is on or before December 30, 2010: Treated as a retiree you can continue optional coverage (including the amounts of old format and survivor income coverage mapped to optional coverage effective January 1, 2011) under the Merck Life Insurance Plan at your cost up to age 65 | If Separation Date is on or before December 30, 2010: Treated as a retiree You can continue optional coverage (including the amounts of old format and survivor income coverage mapped to optional coverage effective January 1, 2011) under the Merck Life Insurance Plan at your cost up to age 65 | ||
|
||||
|
If Separation Date is on or after December 31, 2010: not eligible for retiree coverage. | If Separation Date is on or after December 31, 2010: not eligible for retiree coverage. | ||
|
||||
|
Coverage at level in effect on your Separation Date continues for 31 days, subject to mapping of old format and survivor income coverage effective January 1, 2011 as described in annual enrollment materials for 2011. | Coverage at level in effect on your Separation Date continues for 31 days, subject to mapping of old format and survivor income coverage effective January 1, 2011 as described in annual enrollment materials for 2011. | ||
|
||||
|
You may be eligible to convert or port to an individual policy with Prudential after coverage under the Merck Life Insurance Plan ends. | You may be eligible to convert or port to an individual policy with Prudential after coverage under the Merck Life Insurance Plan ends. | ||
|
||||
AD&D
|
No coverage | No coverage |
13
| For the performance year prior to Separation Date: Actual AIP/EIP bonuses with respect to the performance year immediately preceding the Separated Retirement Eligible Employees Separation Date may be paid to employees whose employment terminates between January 1 and prior to the time AIP/EIP bonuses for the prior performance year are paid for that year to other employees. | ||
| For the performance year in which the Separation Date occurs: For employees who do not sign the Separation Letter, a pro-rated actual AIP/EIP bonus with respect to the performance year in which the Separated Retirement Eligible Employees Separation Date occurs may be paid to employees at the time AIP/EIP bonuses are paid for that performance year to other employees. For employees who sign the Separation Letter, a special payment in lieu of an actual AIP/EIP bonus for the performance year in which the Separated Retirement Eligible Employees Separation Date occurs is payable under this program. For executives who are listed in the Summary Compensation Table for the most recent proxy materials issued by Merck in connection with the annual meeting of shareholders, the amount of payment in lieu of EIP award, if any, will be guided by the following principles, but Merck retains complete discretion to pay more, or less, than those amounts. | ||
| The Employer reserves the right to treat the payment of AIP/EIP bonuses and/or the special payments in lieu of AIP/EIP bonuses as supplemental wages subject to flat-rate withholding (that is, not taking into account any exemptions). |
14
15
Vested options: May be exercised until the earlier of (i) the day before the 5 th anniversary of your Separation Date (considered your retirement date) or (ii) the original expiration date. |
Unvested options will vest on the original vesting date and then be exercisable for the full term of the option, expiring on the original expiration date. Vested options will be exercisable for then remaining term of the option, expiring on the original expiration date. |
| Unvested Options: |
| If your Separation Date occurs before the 6-month anniversary of the option grant date, the options expire on your Separation Date; or | ||
| If your Separation Date occurs on or after the 6-month anniversary of the option grant date, unvested options will become exercisable on their original vesting date and remain exercisable until they expire on the day before the fifth anniversary of the grant date (or their original expiration date, if earlier). |
| Vested Options: Options that are vested on your Separation Date will be exercisable until they expire on the day before the fifth anniversary of the grant date (or their original expiration date, if earlier). |
16
17
18
19
20
21
| at least age 55 and have at least 10 years of Credited Service (as defined in the Retirement Plan) or | ||
| at least age 65. |
22
23
1. | Eligibility |
All members of the Companys Board of Directors who are not current or former employees of the Company or any of its subsidiaries (Non-Employee Directors) shall participate in this Plan. | ||
2. | Awards |
Only nonqualified stock options to purchase shares of Merck Common Stock (NQSOs) and Restricted Stock Grants (collectively, Incentives) may be granted under this Plan. | ||
3. | Shares Available |
a) | Number of Shares Available: There is hereby reserved for issuance under this Plan 1 million shares of Merck Common Stock, which may be authorized but unissued shares, treasury shares, or shares purchased on the open market. | ||
b) | Recapitalization Adjustment: In the event of a reorganization, recapitalization, stock split, stock dividend, extraordinary cash dividend, combination of shares, merger, consolidation, rights offering or other similar change in the capital structure or shares of the Company, adjustments in the number and kind of shares authorized by this Plan, in the number and kind of shares covered by Incentives, and in the option price of outstanding NQSOs under, this Plan shall be made if, and in the same manner as, such adjustments are made to incentives issued under the 2007 Incentive Stock Plan for Merck Sharp & Dohme and the Merck & Co., Inc. 2010 Incentive Stock Plan after the Company shareholders approve such plan (the ISP) subject to any required action by the Board of Directors or the stockholders of the Company and compliance with applicable securities laws. |
4. | Annual Grant of Nonqualified Stock Options |
Each year prior to January 1, 2011, each individual elected, reelected or continuing as a Non-Employee Director shall automatically receive an NQSO to purchase 5,000 shares of Merck Common Stock or such other amount as may be determined by the Board from time to time. The grant shall be made on the third business day after the first public announcement of the Companys quarterly earnings that occurs after the Companys Annual Meeting of Stockholders to Non-Employee Directors who are then serving. If Merck Common Stock is not traded on the New York Stock Exchange on any date a grant would otherwise be awarded, then the grant shall be made the next day thereafter that Merck Common Stock is so traded. For years after 2010, no |
1
further grants will be made under this section, subject to the Boards right to further amend the Plan. |
5. | Option Price |
The price of the NQSO shall be the closing price of Merck Common Stock on the date of the grant as quoted on the New York Stock Exchange. | ||
6. | Option Period |
An NQSO granted under this Plan shall become exercisable at 12:01 a.m. in three equal installments (subject to rounding) on each of the first, second and third anniversaries of the date of grant and shall expire at 11:59 p.m. on the day before the tenth anniversary thereof (Option Period). As used in this Plan, all times shall mean the time for New York, NY. | ||
7. | Payment |
The NQSO price and any required tax withholding, if any, shall be paid in cash in U.S. dollars at the time the NQSO is exercised or in such other manner as permitted for option exercises under the ISP applicable to officers (as defined in Rule 16a-1 of the Securities Exchange Act of 1934 (the Exchange Act)) of Merck and its affiliates. If the Compensation and Benefits Committee of the Board of Directors of the Company approves the use of previously owned shares of Common Stock for any portion of the exercise price for NQSOs granted under the ISP, then that same provision also shall apply to this Plan. The NQSOs shall be exercised through the Companys broker-assisted stock option exercise program, provided such program is available at the time of the option exercise, or by such other means as in effect from time to time for the ISP. | ||
8. | Cessation of Service |
Upon cessation of service as a Non-Employee Director (for reasons other than Retirement or death), only those NQSOs immediately exercisable at the date of cessation of service shall be exercisable by the grantee. Such NQSOs must be exercised by 11:59 p.m. on the day before the same day of the third month after such cessation of service (but in no event after the expiration of the Option Period) or they shall be forfeited. For example, if service ends on January 12 and this section applies, the NQSOs would expire no later than 11:59 p.m. on April 11. All other NQSOs shall expire at 11:59 p.m. on the day of such cessation of service. | ||
9. | Retirement |
If a grantee ceases service as a Non-Employee Director and is then at least age 65 with ten or more years of service or age 70 with five or more years of service (such cessation of service is a Retirement and begins on the first day after service ends), then any of his/her outstanding NQSOs shall continue to become exercisable as if service had continued. All outstanding NQSOs must be exercised by the expiration of the Option Period, or such NQSOs shall be forfeited. Notwithstanding the foregoing, if a grantee dies after Retirement but before the NQSOs are forfeited, Section 10 shall control. |
2
10. | Death |
Upon the death of a grantee, all unvested NQSOs shall become immediately exercisable. The NQSOs which become exercisable upon the date of death and those NQSOs which were exercisable on the date of death may be exercised by the grantees legal representatives or heirs by the earlier of (i) 11:59 p.m. on the day before the third anniversary of the date of death (ii) the expiration of the Option Period; if not exercised by the earlier of (i) or (ii), such NQSOs shall be forfeited. Notwithstanding the foregoing, if local law applicable to a deceased grantee requires a longer or shorter exercise period, these provisions shall comply with that law. | ||
11. | Restricted Stock Grant |
The Board may award actual shares of Common Stock (Restricted Stock) or phantom shares of Common Stock (Restricted Stock Units) to a Non-Employee Director, which shares shall be subject to the terms and conditions and as the Board may prescribe from time to time. | ||
12. | Administration and Amendment of the Plan |
This Plan shall be administered by the Board of Directors of Merck. The Board may delegate to any person or group, who may further so delegate, the Boards powers and obligations hereunder as they relate to day to day administration of the exercise process. This Plan may be terminated or amended by the Board of Directors as it deems advisable. However, an amendment revising the price, date of exercisability, option period of, or amount of shares under an NQSO shall not be made more frequently than every six months unless necessary to comply with applicable laws or regulations. Unless approved by the Companys stockholders, no adjustments or reduction of the exercise price of any outstanding NQSO shall be made directly or by cancellation of outstanding NQSOs and the subsequent regranting of NQSOs at a lower price to the same individual. No amendment may revoke or alter in a manner unfavorable to the grantees any Incentives then outstanding, nor may the Board amend this Plan without stockholder approval where the absence of such approval would cause the Plan to fail to comply with Rule 16b-3 under the Exchange Act or any other requirement of applicable law or regulation. An Incentive may not be granted under this Plan after December 31, 2019 but NQSOs granted prior to that date shall continue to become exercisable and may be exercised, and Restricted Stock Grants shall continue to vest, according to their terms, | ||
13. | Transferability |
Except as set forth in this section, the NQSOs granted under this Plan shall not be exercisable during the grantees lifetime by anyone other than the grantee, the grantees legal guardian or the grantees legal representative, and shall not be transferable other than by will or by the laws of descent and distribution. Incentives granted under this Plan shall be transferable during a grantees lifetime only in accordance with the following provisions. |
The grantee may only transfer an NQSO while serving as a Non-Employee Director of the Company or within one year of ceasing service as a Non-Employee Director due to Retirement as defined in Section 9. |
The NQSO may be transferred only to the grantees spouse, children (including adopted children and stepchildren) and grandchildren (collectively, Family Members), to one or more trusts for |
3
the benefit of Family Members or, at the discretion of the Board of Directors, to one or more partnerships where the grantee and his Family Members are the only partners, in accordance with the rules set forth in this section. The grantee shall not receive any payment or other consideration for such transfer (except that if the transfer is to a partnership, the grantee shall be permitted to receive an interest in the partnership in consideration for the transfer). |
Any NQSO transferred in accordance with this section shall continue to be subject to the same terms and conditions in the hands of the transferee as were applicable to such NQSO prior to the transfer, except that the grantees right to transfer such NQSO in accordance with this section shall not apply to the transferee. However, if the transferee is a natural person, upon the transferees death, the NQSO privileges may be exercised by the legal representatives or beneficiaries of the transferee within the exercise periods otherwise applicable to the NQSO. |
Any purported transfer of an NQSO under this section shall not be effective unless, prior to such transfer, the grantee has (1) met the minimum stock ownership target then in place for Directors of the Company, (2) notified the Company of the transferees name and address, the number of shares under the Option to be transferred, and the grant date and exercise price of such shares, and (3) demonstrated, if requested by the Board of Directors, that the proposed transferee qualifies as a permitted transferee under the rules set forth in this section. In addition, the transferee must sign an agreement that he or she is bound by the rules and regulations of the Plan and by the same insider trading restrictions that apply to the grantee and provide any additional documents requested by the Company in order to effect the transfer. No transfer shall be effective unless the Company has in effect a registration statement filed under the Securities Act of 1933 covering the securities to be acquired by the transferee upon exercise of the NQSO, or the General Counsel of Merck has determined that registration of such shares is not necessary. |
14. | Compliance with SEC Regulations |
It is the Companys intent that the Plan comply in all respects with Rule 16b-3 of the Exchange Act, and any regulations promulgated thereunder. If any provision of this Plan is later found not to be in compliance with the Rule, the provision shall be deemed null and void. All grants and exercises of NQSOs under this Plan shall be executed in accordance with the requirements of Section 16 of the Exchange Act, as amended, and any regulations promulgated thereunder. | ||
15. | Compliance with Section 409A of the Code |
To the extent applicable, to the extent an Incentive is granted to a Non-Employee Director subject to the Code, it is intended that such Incentive is exempt from Section 409A of the Code or is structured in a manner that would not cause the Non-Employee Director to be subject to taxes and interest pursuant to Section 409A of the Code. | ||
16. | Registration and Approvals |
The obligation of the Company to sell or deliver shares of Common Stock with respect to Incentives granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. Each |
4
Incentive is subject to the requirement that, if at any time the Board determines, in its discretion, that the listing, registration or qualification of shares of Common Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Incentive or the issuance of shares of Common Stock, no Incentive shall be granted or payment made or shares of Common Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions as acceptable to the Board. Notwithstanding anything contained in the Plan, the terms and conditions related to the Incentive, or any other agreement to the contrary, in the event that the disposition of shares of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act, and is not otherwise exempt from such registration, such shares of Common Stock shall be restricted against transfer to the extent required by the Securities Act and Rule 144 or other regulations thereunder. The Board may require any individual receiving shares of Common Stock pursuant to an Incentive granted under the Plan, as a condition precedent to receipt of such shares of Common Stock, to represent and warrant to the Company in writing that the shares of Common Stock acquired by such individual are acquired without a view to any distribution thereof and will not be sold or transferred other than pursuant to an effective registration thereof under said Act or pursuant to an exemption applicable under the Securities Act or the rules and regulations promulgated thereunder. The certificates evidencing any of such shares of Common Stock shall be appropriately amended or have an appropriate legend placed thereon to reflect their status as restricted securities as aforesaid. |
17. | Miscellaneous |
Except as provided in this Plan, no Non-Employee Director shall have any claim or right to be granted an NQSO under this Plan. Neither the Plan nor any action thereunder shall be construed as giving any director any right to be retained in the service of the Company. | ||
18. | Effective Date |
This Plan is adopted effective as of June 1, 2010 or such later date as stockholder approval is obtained. | ||
19. | No Constraint on Corporate Action |
Nothing in this Plan shall be construed (i) to limit or impair or otherwise affect the Companys right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, liquidate, sell or transfer all or any part of its business or assets, or (ii) except as provided in Section 12, to limit the right or power of the Company or any subsidiary to take any action which such entity deems to be necessary or appropriate. | ||
20. | Governing Law |
This Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of New Jersey. |
5
Page | ||||
Article I
|
Purpose | 1 | ||
|
||||
Article II
|
Election of Deferral, Investment Alternatives and Distribution Schedule | 1 | ||
|
||||
Article III
|
Valuation of Deferred Amounts | 3 | ||
|
||||
Article IV
|
Redesignation Within a Deferral Account | 4 | ||
|
||||
Article V
|
Payment of Deferred Amounts | 5 | ||
|
||||
Article VI
|
Designation of Beneficiary | 6 | ||
|
||||
Article VII
|
Plan Amendment or Termination | 6 | ||
|
||||
Article VIII
|
Section 409A Compliance | 6 | ||
|
||||
Article IX
|
Effective Date | 6 |
I. | PURPOSE | |
The Merck & Co., Inc. Plan for Deferred Payment of Directors Compensation (Plan) provides an unfunded arrangement for directors of Merck & Co., Inc., formerly known as Schering-Plough Corporation (Merck or the Company) prior to the closing date (Closing Date) of the Agreement and Plan of Merger dated as of March 8, 2009, as amended, by and among Merck & Co., Inc., Schering-Plough Corporation, SP Merger Subsidiary One, Inc. and SP Merger Subsidiary Two, Inc. (the Transactions), other than directors that are current employees of the Company or its subsidiaries, to value, account for and ultimately distribute amounts deferred (i) voluntarily in case of annual retainers and Board and committee meeting fees, if any, and (ii) mandatorily in certain other cases as described herein. Prior to the Closing Date, the predecessor to this Plan provided identical benefits to directors of Merck Sharp & Dohme Corp. (formerly Merck & Co, Inc. prior to the Closing Date) (MSD). |
II. | ELECTION OF DEFERRAL, INVESTMENT ALTERNATIVES AND DISTRIBUTION SCHEDULE |
A. | Election of Voluntary Deferral Amount | ||
1. | Prior to December 31 of each year, each director may irrevocably elect (an Initial Election) to defer, until termination of service as a director or later, 50% or 100% of each of the following (together, the Voluntary Deferral Amount) with respect to the 12 months beginning April 1 of the next calendar year after such Initial Election: |
(a) | Board retainer |
(b) | Committee Chairperson retainer |
(c) | Audit Committee member retainer, and |
(d) | Board and committee meeting fees, if any. |
2. | Prior to commencement of duties as a director or within the first 30 days following commencement of services, a director newly elected or appointed to the Board during a calendar year may make an Initial Election for the portion of the Voluntary Deferral Amount applicable to such directors first year of service (or part thereof). |
3. | The Voluntary Deferral Amount shall be credited as follows: (1) Board and committee meeting fees, if any, that are deferred are credited as of the last business day of each calendar quarter; (2) if the Board retainer, Lead Director retainer, Committee Chairperson retainer and/or Audit Committee member retainer are deferred, a pro-rata share of the deferred retainer is credited as of the last business day of each calendar quarter. The dates as of which the Voluntary Deferral Amount, or parts thereof, are credited to the directors deferred account are hereinafter referred to as the Voluntary Deferral Dates. |
4. | Once an Initial Election is made, including, effective Decembers 2008, elections made by directors of MSD prior to the Transactions, it shall continue to apply in |
successive years on the same terms and conditions until the director makes a new Initial Election. |
5. | Certain directors (the Schering Directors) who were directors of Schering-Plough Corporation on the Closing Date of the Transactions continued service following the Closing Date. Anything in the Plan to the contrary notwithstanding, the Schering Directors were first eligible to elect Voluntary Deferrals by December 31 of the year that includes the Closing Date. That initial election may not apply earlier than January 1 of the following year and shall continue through the April 1 of the second year following the Closing Date. |
B. | Mandatory Deferral Amount |
1. | As of the Friday following the Companys Annual Meeting of Stockholders (the Mandatory Deferral Date), each director will be credited with an amount equivalent to the annual cash retainer for the 12 month period beginning on the April 1 preceding the Annual Meeting; provided, however, that effective for the 12-month period beginning April 1, 2011 and thereafter, such credit shall instead equal $150,000 (the Mandatory Deferral Amount). The Mandatory Deferral Amount will be measured by the Merck Common Stock account. |
2. | A director newly elected or appointed to the Board after the Mandatory Deferral Date will be credited with a pro rata portion of the Mandatory Deferral Amount applicable to such directors first year of service (or part thereof). Such pro rata portion shall be credited to the directors account as of the first day of such directors service. |
3. | For purposes of the Mandatory Deferral Amount, the Schering Directors shall be treated as if newly elected or appointed to the Board as of the Closing Date. |
C. | Automatic Deferral of Executive Committee Fees |
Between June 2005, and April 2007, directors of MSD who served as either Chairperson or member of the Boards Executive Committee, in lieu of any cash payment for such service, were credited with an amount provided by way of retainer or meeting fees (the Automatic Deferral Amount). The Automatic Deferral Amount is measured by the Merck Common Stock account. |
D. | Election of Investment Alternatives |
Each Initial Election shall include an election as to the investment alternatives by which the value of amounts deferred will be measured in accordance with Article III, below. Investment alternatives available under this Plan shall be the same as the investment alternatives available from time to time under the Merck Deferral Program (the Executive Deferral Program); provided, however, that at all times there shall be a Merck Common Stock fund. All investment alternatives other than Merck Common Stock are referred to herein as Other Investment Alternatives. |
2
E. | Initial Election of Distribution Schedule |
An Initial Election shall include an election of the year during which the Distribution Date (as defined below) shall occur and shall apply to all Voluntary Deferral Amounts, Mandatory Deferral Amounts and Automatic Deferral Amounts credited during the same period. The Distribution Date shall be the 15th day of the month (or, if such day is not a business day, the next business day) of a calendar quarter following the Directors termination of service as a director or such number of years thereafter as would be permitted for distributions elected under the Executive Deferral Program. |
F. | Changes to Distribution Schedule |
If and to the extent that participants in the Executive Deferral Program are permitted to make re-deferral elections from time to time, participants in this Plan may elect to defer their Distribution Dates subject to the same restrictions applicable under the Executive Deferral Program; provided, however, that no re-deferral election may have the effect of accelerating a distribution prior to a directors termination of service or death. |
G. | Unforeseeable Emergency |
The Committee shall distribute a participants deferred amounts prior to the Distribution Date described in Sections II E and II F above if and to the extent a participant (i) applies to receive a distribution due to an Unforeseeable Emergency as defined in Treas. Reg. Sec. 1.409A-3(i) or successor thereto, and (ii) provides the Committee or its delegate with sufficient evidence to prove to the satisfaction of the Committee or its delegate compliance with Treas. Reg. Sec. 1.409A-3(i). The Committee shall distribute the amount necessary in cash to satisfy the Unforeseeable Emergency up to the participants entire account balance, including the amount invested in Merck Common Stock. If less than the participants entire account balance is distributable to satisfy the Unforeseeable Emergency, the Committee shall distribute pro rata from each of the participants investment alternatives, including the participants investment in Merck Common Stock. Distributions under this Section II G shall be made as soon as administratively feasible following the determination of the Committee or its delegate that clauses (i) and (ii) of the first sentence of this Section II G have been satisfied. |
III. | VALUATION OF DEFERRED AMOUNTS |
A. | Merck Common Stock |
1. | Initial Crediting . The annual Mandatory Deferral Amount shall be used to determine the number of full and partial shares of Merck Common Stock that such amount would purchase at the closing price of the Common Stock on the New York Stock Exchange (NYSE) on the Mandatory Deferral Date. |
3
The Automatic Deferral Amount is used to determine the number of full and partial shares of Merck Common Stock that such amount would have purchased at the closing price of the Common Stock on the NYSE. |
That portion of the Voluntary Deferral Amount allocated to Merck Common Stock shall be used to determine the number of full and partial shares of Merck Common Stock that such amount would purchase at the closing price of the Common Stock on the NYSE on the applicable Voluntary Deferral Date. |
This Plan is unfunded: at no time will any shares of Merck Common Stock be purchased or earmarked for such deferred amounts nor will any rights of a shareholder exist with respect to such amounts. |
2. | Dividends. Each directors account will be credited with the additional number of full and partial shares of Merck Common Stock that would have been purchasable with the dividends on shares previously credited to the account at the closing price of the Common Stock on the NYSE on the date each dividend was paid. |
3. | Distributions. Distributions from the Merck Common Stock account will be valued at the closing price of Merck Common Stock on the NYSE as of the Distribution Date. |
4. | For purposes of valuation of Merck Common Stock, if Merck Common Stock is no longer traded on the NYSE, but is publicly traded on any other exchange, references to NYSE shall mean such other exchange. If Merck Common Stock is not publicly traded and if the Committee on Corporate Governance of the Board of Directors determines that a measurement of Merck Common Stock on any Mandatory or Voluntary Deferral Date or Distribution Date would not constitute fair market value, then the Committee shall decide on the date and method to determine fair market value, which shall be in accord with any requirements set forth under Section 409A or any successor thereto. |
B. | Other Investment Alternatives |
1. | Initial Crediting. The amount allocated to each Other Investment Alternative shall be used to determine the full and partial Other Investment Alternative shares that such amount would purchase at the closing net asset value of the Other Investment Alternative shares on the Mandatory or Voluntary Deferral Date, whichever is applicable. The directors account will be credited with the number of full and partial Other Investment Alternative shares so determined. |
At no time will any Other Investment Alternative shares be purchased or earmarked for such deferred amounts nor will any rights of a shareholder exist with respect to such amounts. |
2. | Dividends. Each directors account will be credited with the additional number of full and partial Other Investment Alternative shares that would have been purchasable, at the closing net asset value of the Other Investment Alternative shares as of the date each dividend is paid on the Other Investment Alternative shares, with the dividends that would have been paid on the number of shares |
4
previously credited to such account (including pro rata dividends on any partial shares). |
3. | Distributions. Other Investment Alternative distributions will be valued based on the closing net asset value of the Other Investment Alternative shares as of the Distribution Date. |
C. | Adjustments |
In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure or shares of the Company or an Other Investment Alternative, the number and kind of shares or units shall be adjusted accordingly. |
IV. | REDESIGNATION WITHIN A DEFERRAL ACCOUNT |
A. | General |
A director may redesignate how his or her account is invested among the Other Investment Alternatives (a Redesignation). A Redesignation affects only the Investment Alternatives; it does not affect the timing of distributions from the Plan. Except as provided in Section G. of Article II, amounts deferred using the Merck Common Stock method and any earnings attributable to such deferrals may not be redesignated prior to the first anniversary of the termination of the directors service. The change will be effective at the closing price as of (i) the day when the redesignation request is received pursuant to administrative guidelines established by the Human Resources Financial Services area provided the request is received prior to the close of the NYSE on such day or (ii) the next following business day if the request is received when the NYSE is closed. |
B. | When Redesignation May Occur |
1. | During Active Service . There is no limit on the number of times a director may Redesignate the portion of his/her deferred account permitted to be Redesignated. Each such request shall be irrevocable and can be Redesignated in whole percentages or as a dollar amount. |
2. | After Death . Following the death of a director, the legal representative or beneficiary of such director may Redesignate subject to the same rules as for active directors set forth in Article IV, Section B.1. |
C. | Valuation of Amounts to be Redesignated |
The portion of the directors account to be Redesignated will be valued at its cash equivalent and such cash equivalent will be converted into shares or units of the Other Investment Alternatives. For purposes of such Redesignations, the cash equivalent of the value of the Other Investment Alternative shares shall be the closing net asset value of such Other Investment Alternative as of (i) the day when the Redesignation request is received pursuant to administrative guidelines established by the Human Resources Financial Services area of the Treasury |
5
department, provided the request is received prior to the close of the NYSE on such day or (ii) the next following business day if the request is received when the NYSE is closed. |
V. | PAYMENT OF DEFERRED AMOUNTS |
A. | Payment |
Subject to Section II G, all payments to directors of amounts deferred will be in cash as of the Distribution Date and will be paid as soon as administratively feasible after the Distribution Date. Distributions shall be pro rata by investment alternative. |
B. | Forfeitures |
A directors deferred amount attributable to the Mandatory Deferral Amount and earnings thereon shall be forfeited upon his or her removal as a director or upon a determination by the Committee on Corporate Governance, in its sole discretion that, a director has: |
(i) | joined the Board of, managed, operated, participated in a material way in, entered employment with, performed consulting (or any other) services for, or otherwise been connected in any material manner with a company, corporation, enterprise, firm, limited partnership, partnership, person, sole proprietorship or any other business entity determined by the Committee on Corporate Governance in its sole discretion to be competitive with the business of the Company, its subsidiaries or its affiliates (a Competitor); |
(ii) | directly or indirectly acquired an equity interest of 5 percent or greater in a Competitor; or |
(iii) | disclosed any material trade secrets or other material confidential information, including customer lists, relating to the Company or to the business of the Company to others, including a Competitor. |
VI. | DESIGNATION OF BENEFICIARY |
In the event of the death of a director: |
A. The deferred amount at the date of death shall be paid to the last named beneficiary or beneficiaries designated by the director, or, if no beneficiary has been designated, to the legal representative of the directors estate. |
B. A lump sum distribution of any remaining account balance will be made to the directors beneficiary or estates legal representative as soon as administratively feasible following such death, whether or not the director was in service at the time of death or has commenced to receive payments of his or her account balance. The Distribution Date of such a distribution shall be the 15th day of the month (or, if such day is not a business day, the next business day) of the calendar quarter following the date the Company learns of such death. |
6
VII. | PLAN AMENDMENT OR TERMINATION |
The Committee on Corporate Governance shall have the right to amend or terminate this Plan at any time for any reason. |
VIII. | SECTION 409A COMPLIANCE |
Anything in the Plan to the contrary notwithstanding, the Plan shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (or any successor thereto) (the Code) and shall be interpreted in accordance therewith. Any payment called for under the Plan as of or as soon as administratively feasible on or after a designated date shall be made no later than a date within the same tax year of a director, or by March 15 of the following year, if later (or such other time as permitted in Treas. Reg. Sec. 1.409A-3(d) or any successor thereto); provided further, that the director is not permitted to change the taxable year of payment, except in accordance with Article II, Section F and Section 409A of the Code . Where the Plans obligation to pay is unclear, including a dispute about who is the proper beneficiary of a director who dies, payment shall be made as soon as administratively feasible after the Programs obligation becomes clear and at a time permitted by Treas. Reg. Sec. 1.409A-3(g)(4) or any successor thereto. |
IX. | EFFECTIVE DATE. |
This amendment and restatement of this plan shall be effective as of the Closing Date of the Transactions. |
7
Years Ended December 31, | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
Income Before Taxes
|
$ | 1,653 | $ | 15,290 | $ | 9,931 | $ | 3,492 | $ | 6,342 | ||||||||||
|
||||||||||||||||||||
Add (Subtract):
|
||||||||||||||||||||
One-third of rents
|
144 | 79 | 75 | 66 | 68 | |||||||||||||||
Interest expense, gross
|
715 | 460 | 251 | 384 | 375 | |||||||||||||||
Interest capitalized, net of amortization
|
3 | 27 | 42 | 32 | 29 | |||||||||||||||
Equity (income) loss from affiliates, net of distributions
|
(263 | ) | (511 | ) | (494 | ) | (454 | ) | (363 | ) | ||||||||||
|
||||||||||||||||||||
Earnings as defined
|
$ | 2,252 | $ | 15,345 | $ | 9,805 | $ | 3,520 | $ | 6,451 | ||||||||||
|
||||||||||||||||||||
One-third of rents
|
$ | 144 | $ | 79 | $ | 75 | $ | 66 | $ | 68 | ||||||||||
Interest expense, gross
|
715 | 460 | 251 | 384 | 375 | |||||||||||||||
Preferred stock dividends
|
202 | 143 | 145 | 158 | 166 | |||||||||||||||
|
||||||||||||||||||||
Fixed Charges
|
$ | 1,061 | $ | 682 | $ | 471 | $ | 608 | $ | 609 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of Earnings to Fixed Charges
|
2 | 23 | 21 | 6 | 11 | |||||||||||||||
|
Country or State | ||
Name | of Incorporation | |
Aacifar-Produtos Quimicos e Farmaceuticos, Lda
|
Portugal | |
Aaciphar NV
|
Belgium | |
Abmaxis Inc.
|
Delaware | |
Administradora Schering Plough, S. de R.L. de C.V.
|
Mexico | |
Aquaculture Holdings Limited
|
United Kingdom | |
Aquaculture Vaccines Limited
|
United Kingdom | |
Ark Products Limited
|
United Kingdom | |
AVL Holdings Limited
|
United Kingdom | |
Avondale Chemical Co. Limited
|
Ireland | |
Banyu Pharmaceutical Co., Ltd.
|
Japan | |
Beneficiadora E Industrializadora, S.A. de C.V.
|
Mexico | |
BioConnection B.V.
1
|
Netherlands | |
Biometer International A/S
|
Denmark | |
Brazil Holdings Ltd.
|
Bermuda | |
BRC Ltd.
|
Bermuda | |
Burgwedel Biotech GmbH
|
Germany | |
Canji, Inc.
|
Delaware | |
Charles E. Frosst (U.K.) Limited
|
United Kingdom | |
Chemibiotic (Ireland) Limited
|
Ireland | |
Cherokee Pharmaceuticals LLC
|
Delaware | |
Cherokee Riverside Holdings, Inc.
|
Delaware | |
Chibret Pharmazeutische GmbH
|
Germany | |
Cloverleaf International Holdings S.a.r.l.
|
Luxembourg | |
Comsort, Inc.
|
Delaware | |
Coopers Animal Health Limited
|
United Kingdom | |
Coopers Saude Animal Industria e Comercio Ltda.
|
Brazil | |
Coopers Uruguay S.A.
|
Uruguay | |
Coopers Veterinary Products (Proprietary) Limited
|
South Africa | |
Cosmas B.V.
|
Netherlands | |
Crosswinds B.V.
|
Netherlands | |
Dashtag
|
United Kingdom | |
Desarrollos Farmaceuticos Y Cosmeticos, S.A.
|
Spain | |
Dieckmann Arzneimittel GmbH
|
Germany | |
Diosynth Apeldoorn B.V.
|
Netherlands | |
Diosynth France S.A.
|
France | |
Diosynth Holding B.V.
|
Netherlands | |
Diosynth International B.V.
|
Netherlands | |
Diosynth Ltd
|
United Kingdom | |
Diosynth Produtos Farmo-quimicos Ltda.
|
Brazil | |
Diosynth RTP Inc.
|
Delaware | |
Distrireti S.A.
|
France | |
DJT Partners, L.P.
|
Delaware | |
DNAX Research, Inc.
|
California | |
Douglas Industries, Inc.
|
Delaware | |
Essex Asia Limited
|
Hong Kong | |
Essex Beteiligungs GmbH & Co KG
|
Germany | |
Essex Chemie AG
|
Switzerland |
Country or State | ||
Name | of Incorporation | |
Essex Farmaceutica Portuguesa, Lda.
|
Portugal | |
Essex Farmaceutica, S.A.
|
Colombia | |
Essex Holding GmbH
|
Germany | |
Essex Italia S.p.A.
|
Italy | |
Essex Pharma Arzneimittel GmbH
|
Germany | |
Essex Pharma Development GmbH
|
Germany | |
Essex Pharma Distributions GmbH
|
Germany | |
Essex Pharma GmbH
|
Germany | |
Essex Pharma Unterstuetzungs GmbH
|
Germany | |
Essex Pharma Vertriebs GmbH
|
Germany | |
Essex Pharmaceuticals, Inc.
|
Philippines | |
Essexfarm, S.A.
|
Ecuador | |
European Insurance Risk Excess Limited
|
Ireland | |
Farmaas B.V.
|
Netherlands | |
Farmaceutica Essex S.A.
|
Spain | |
Farmaceutici Gellini S.r.l.
|
Italy | |
Farmacox-Companhia Farmaceutica, Lda
|
Portugal | |
Farmasix-Produtos Farmaceuticos, Lda
|
Portugal | |
Financiere MSD S.A.S.
|
France | |
Fontelabor-Produtos Farmaceuticos, Lda.
|
Portugal | |
Frosst Iberica, S.A.
|
Spain | |
Frosst Laboratories, Inc.
|
Delaware | |
Frosst Portuguesa Produtos Farmaceuticos, Lda.
|
Portugal | |
Fulford (India) Limited
1
|
India | |
Garden Insurance Company, Ltd.
|
Bermuda | |
Global Animal Management, Inc.
|
Delaware | |
Global Farm S.A.
1
|
Argentina | |
GlycoFi, Inc.
|
Delaware | |
Hangzhou MSD Pharmaceutical Company Limited
1
|
China | |
Hawk and Falcon L.L.C.
|
Delaware | |
Heptafarma Companhia Farmaceutica, Lda.
|
Portugal | |
Hoechst Roussel Vet de Bolivia Ltda
|
Bolivia | |
Horus B.V.
|
Netherlands | |
Hydrochemie GmbH
|
Germany | |
International Indemnity Ltd.
|
Bermuda | |
Intervet
|
France | |
Intervet (Hong Kong) Ltd
|
Hong Kong | |
Intervet (Ireland) Limited
|
Ireland | |
Intervet (Israel) Ltd.
|
Israel | |
Intervet (M) Sdn Bhd
|
Malaysia | |
Intervet (Pty) Ltd
|
South Africa | |
Intervet (Thailand) Ltd.
|
Thailand | |
Intervet AB
|
Sweden | |
Intervet Agencies B.V.
|
Netherlands | |
Intervet Animal Health Taiwan Limited
|
Taiwan (Republic of China) | |
Intervet Argentina S.A.
|
Argentina | |
Intervet Australia Pty Ltd
|
Australia | |
Intervet Belgium NV
|
Belgium | |
Intervet Bulgaria EOOD
|
Bulgaria | |
Intervet Canada Corp.
|
Canada | |
Intervet Central America Srl
|
Panama | |
Intervet Colombia Ltda
|
Colombia | |
Intervet Denmark A/S
|
Denmark |
2
Country or State | ||
Name | of Incorporation | |
Intervet Deutschland GmbH
|
Germany | |
Intervet do Brasil Veterinaria Ltda
|
Brazil | |
Intervet Ecuador S.A.
|
Ecuador | |
Intervet Egypt for Animal Health SAE
|
Egypt | |
Intervet Friesoythe GmbH
|
Germany | |
Intervet GesmbH
|
Austria | |
Intervet Hellas A.E.
|
Greece | |
Intervet Holding B.V.
|
Netherlands | |
Intervet Holding Costa Rica SA
|
Costa Rica | |
Intervet Holding Iberia, S.L.
|
Spain | |
Intervet Holdings France
|
France | |
Intervet Hungaria Kft
|
Hungary | |
Intervet Inc.
|
Delaware | |
Intervet India Pvt. Ltd
|
India | |
Intervet Innovation GmbH
|
Germany | |
Intervet International
|
France | |
Intervet International B.V.
|
Netherlands | |
Intervet International GmbH
|
Germany | |
Intervet Italia S.r.l.
|
Italy | |
Intervet K.K.
|
Japan | |
Intervet Korea Ltd.
|
Korea, Republic of | |
Intervet Maroc
|
Morocco | |
Intervet Mexico S.A. de C.V.
|
Mexico | |
Intervet Middle East Ltd
|
Cyprus | |
Intervet Nederland B.V.
|
Netherlands | |
Intervet Norbio A.S.
|
Norway | |
Intervet Norbio Singapore Pte Ltd
|
Singapore | |
Intervet Norge AS
|
Norway | |
Intervet OOO
|
Russian Federation | |
Intervet Oy
|
Finland | |
Intervet Pharma R & D
|
France | |
Intervet Philippines Inc
|
Philippines | |
Intervet Portugal Saúde Animal, Lda
|
Portugal | |
Intervet Productions
|
France | |
Intervet Productions Srl
|
Italy | |
Intervet Pte. Ltd.
|
Singapore | |
Intervet Romania SRL
|
Romania | |
Intervet Rural Co Pty Ltd
|
Australia | |
Intervet S.R.O. (Czech Rep)
|
Czech Republic | |
Intervet SA
|
Peru | |
Intervet Schering-Plough Animal Health Pty Ltd
|
Australia | |
Intervet South Africa (Pty) Limited
|
South Africa | |
Intervet Sp. z o.o.
|
Poland | |
Intervet UK Ltd
|
United Kingdom | |
Intervet UK Production Ltd
|
United Kingdom | |
Intervet Venezolana SA
|
Venezuela | |
Intervet Veterinaria Chile Ltda
|
Chile | |
Intervet Veteriner Ilaclari Pazarlama ve Ticaret Ltd. Sirketi
|
Turkey | |
Intervet Vietnam Ltd.
|
Vietnam | |
Interveterinaria SA de CV
|
Mexico | |
Istituto Di Richerche Di Biologia Molecolare S.p.A.
|
Italy | |
Johnson & Johnson Merck Consumer Pharmaceuticals Company
1
|
New Jersey | |
Johnson & Johnson Consumer Pharma of Canada
1
|
Canada | |
KBI Inc.
|
Delaware |
3
Country or State | ||
Name | of Incorporation | |
KBI Sub Inc.
|
Delaware | |
KBI-E Inc.
|
Delaware | |
KBI-P Inc.
|
Delaware | |
Key Pharma AG
|
Switzerland | |
Key Pharma, S.A.
|
Spain | |
Key Pharmaceuticals, Inc.
|
Florida | |
Kirby Medical Products Cia. Ltda.
|
Chile | |
Kirby Pharmaceuticals, S.A.
|
Spain | |
Kirby-Warrick Pharmaceuticals Limited
|
United Kingdom | |
Laboratoires Merck Sharp & Dohme-Chibret SNC
|
France | |
Laboratorios Abello, S.A.
|
Spain | |
Laboratorios Biopat, S.A.
|
Spain | |
Laboratorios Chibret, S.A.
|
Spain | |
Laboratorios Essex C.A.
|
Venezuela | |
Laboratorios Essex S.A.
|
Argentina | |
Laboratorios Frosst, S.A.
|
Spain | |
Laboratorios Intervet S.A.
|
Spain | |
Laboratorios Neurogard, S.A.
|
Spain | |
Laboratorios Organon S.A. de C.V.
|
Mexico | |
Laboratorios Quimico-Farmaceuticos Chibret, Lda.
|
Portugal | |
Laboratorios S.P. Whites C.A.
|
Venezuela | |
Livestock Nutrition Technologies Pty Ltd
|
Australia | |
Loftus Bryan Chemicals Limited
|
Ireland | |
LOSPAR Partnership
1
|
Delaware | |
Maple Leaf Holdings SRL
|
Barbados | |
Matsuken Yakuhin Kogyo K.K.
1
|
Japan | |
Maya Tibbi Urunler Ticaret A.S.
|
Turkey | |
MCM Vaccine Co.
1
|
Pennsylvania | |
MedAdvisor, Inc.
|
Delaware | |
Med-Nim (Proprietary) Limited
|
South Africa | |
Merck and Company, Incorporated
|
Delaware | |
Merck Capital Ventures, LLC
1
|
Delaware | |
Merck Cardiovascular Health Company
|
Nevada | |
Merck Frosst Schering Pharma G.P.
|
Canada | |
Merck Frosst Canada Ltd.
|
Canada | |
Merck Frosst Company
|
Canada | |
Merck Frosst Finco LP
|
Canada | |
Merck Global Health Innovation Fund, LLC
|
Delaware | |
Merck HDAC Research, LLC
|
Delaware | |
Merck Holdings II Corp.
|
Delaware | |
Merck Holdings LLC
|
Delaware | |
Merck Respiratory Health Company
|
Nevada | |
Merck Retail Ventures, Inc.
|
Delaware | |
Merck SH Inc.
|
Delaware | |
Merck Sharp & Dohme (Argentina) Inc.
|
Delaware | |
Merck Sharp & Dohme (Asia) Limited
|
Hong Kong | |
Merck Sharp & Dohme (Australia) Pty. Limited
|
Australia | |
Merck Sharp & Dohme (China) Limited
|
Hong Kong | |
Merck Sharp & Dohme (Enterprises) B.V.
|
Netherlands | |
Merck Sharp & Dohme (Europe) Inc.
|
Delaware | |
Merck Sharp & Dohme (Holdings) B.V.
|
Netherlands |
4
Country or State | ||
Name | of Incorporation | |
Merck Sharp & Dohme (Holdings) Limited
|
United Kingdom | |
Merck Sharp & Dohme (I.A.) Corp.
|
Delaware | |
Merck Sharp & Dohme (International) Limited
|
Bermuda | |
Merck Sharp & Dohme (Investments) B.V.
|
Netherlands | |
Merck Sharp & Dohme (Ireland) Ltd.
|
Bermuda | |
Merck Sharp & Dohme (Israel 1996) Company Ltd.
|
Israel | |
Merck Sharp & Dohme (Italia) S.p.A.
|
Italy | |
Merck Sharp & Dohme (New Zealand) Limited
|
New Zealand | |
Merck Sharp & Dohme (Puerto Rico) Ltd.
|
Bermuda | |
Merck Sharp & Dohme (Singapore) Ltd.
|
Bermuda | |
Merck Sharp & Dohme (Sweden) A.B.
|
Sweden | |
Merck Sharp & Dohme (Switzerland) GmbH
|
Switzerland | |
Merck Sharp & Dohme Asia Pacific Services Pte. Ltd.
|
Singapore | |
Merck Sharp & Dohme B.V.
|
Netherlands | |
Merck Sharp & Dohme BH d.o.o.
|
Bosnia | |
Merck Sharp & Dohme Biologics (Ireland) Ltd.
|
Bermuda | |
Merck Sharp & Dohme Bulgaria EOOD
|
Bulgaria | |
Merck Sharp & Dohme Chibret A.G.
|
Switzerland | |
Merck Sharp & Dohme Comercializadora, S. de R.L. de C.V.
|
Mexico | |
Merck Sharp & Dohme Corp.
|
New Jersey | |
Merck Sharp & Dohme Cyprus Limited
|
Cyprus | |
Merck Sharp & Dohme d.o.o.
|
Croatia | |
Merck Sharp & Dohme de Espana, S.A.
|
Spain | |
Merck Sharp & Dohme de Mexico S.A. de C.V.
|
Mexico | |
Merck Sharp & Dohme de Puerto Rico, Inc.
|
Delaware | |
Merck Sharp & Dohme de Venezuela S.R.L.
|
Venezuela | |
Merck Sharp & Dohme Farmaceutica Ltda.
|
Brazil | |
Merck Sharp & Dohme Finance Europe Limited
|
United Kingdom | |
Merck Sharp & Dohme Gesellschaft m.b.H.
|
Austria | |
Merck Sharp & Dohme IDEA AG
|
Switzerland | |
Merck Sharp & Dohme Industria Quimica e Veterinaria Limitada
|
Brazil | |
Merck Sharp & Dohme inovativna zdravila d.o.o.
|
Slovenia | |
Merck Sharp & Dohme International Services B.V.
|
Netherlands | |
Merck Sharp & Dohme Ireland (Human Health) Ltd
|
Ireland | |
Merck Sharp & Dohme Ísland hf
|
Iceland | |
Merck Sharp & Dohme Japan Co., Ltd.
|
Japan | |
Merck Sharp & Dohme Limited
|
United Kingdom | |
Merck Sharp & Dohme Manufacturing
|
Ireland | |
Merck Sharp & Dohme Manufacturing Holdings
|
Bermuda | |
Merck Sharp & Dohme OU
|
Estonia | |
Merck Sharp & Dohme Peru SRL
|
Peru | |
Merck Sharp & Dohme Pharmaceutical Industrial and Commercial Societe
Anonyme
|
Greece | |
Merck Sharp & Dohme Pharmaceuticals LLC
|
Russia | |
Merck Sharp & Dohme Pharmaceuticals SRL
|
Barbados | |
Merck Sharp & Dohme Quimica de Puerto Rico, Inc.
|
Delaware | |
Merck Sharp & Dohme Research Ltd.
|
Bermuda | |
Merck Sharp & Dohme Romania SRL
|
Romania | |
Merck Sharp & Dohme S. de R.L. de C.V.
|
Mexico |
5
Country or State | ||
Name | of Incorporation | |
Merck Sharp & Dohme S.A.
|
Morocco | |
Merck Sharp & Dohme SIA
|
Latvia | |
Merck Sharp & Dohme Singapore Trading Pte. Ltd.
|
Singapore | |
Merck Sharp & Dohme Tunisie Sarl
|
Tunisia | |
Merck Sharp & Dohme, Limitada
|
Portugal | |
Merck Sharp Dohme Ilaclari Limited Sirketi
|
Turkey | |
Merck Technology (U.S.) Company, Inc.
|
Nevada | |
ML Holdings (Canada) Inc.
|
Canada | |
MSD (Italia) S.p.A.
|
Italy | |
MSD (Italia) s.r.l.
|
Italy | |
MSD (Nippon Holdings) BV
|
Netherlands | |
MSD (Norge) A/S
|
Norway | |
MSD (Proprietary) Limited
|
South Africa | |
MSD (Shanghai) Pharmaceuticals Consultancy Co., Ltd.
|
China | |
MSD (Thailand) Ltd.
|
Thailand | |
MSD Australia Superannuation Pty Ltd.
|
Australia | |
MSD Beteiligungs GmbH & Co KG
|
Germany | |
MSD Biologics (UK) Ltd.
|
United Kingdom | |
MSD Brazil (Investments) B.V.
|
Netherlands | |
MSD Chibropharm GmbH
|
Germany | |
MSD China (Investments) B.V.
|
Netherlands | |
MSD Consumer Health Care Limited
|
United Kingdom | |
MSD EIC
|
Ireland | |
MSD Eurofinance L.P.
|
Bermuda | |
MSD Finance B.V.
|
Netherlands | |
MSD Finland Oy
|
Finland | |
MSD Holdings G.K.
|
Japan | |
MSD Holdings GmbH
|
Germany | |
MSD International (Holdings) B.V.
|
Netherlands | |
MSD International GmbH
|
Switzerland | |
MSD International Holdings, Inc.
|
Delaware | |
MSD Investment Holdings (Ireland)
|
Ireland | |
MSD Investments (Holdings) GmbH
|
Switzerland | |
MSD Ireland (Holdings) S.a.r.l.
|
Luxembourg | |
MSD Italy Holdings B.V.
|
Netherlands | |
MSD K.K.
|
Japan | |
MSD Korea Ltd.
|
Korea | |
MSD Laboratories India LLC
|
Delaware | |
MSD Latin America Services S. de R.L. de C.V.
|
Mexico | |
MSD Limited
|
United Kingdom | |
MSD Luxembourg S.a.r.l.
|
Netherlands | |
MSD Magyarország Kereskedelmi es Szolgaltato Kft
|
Hungary | |
MSD Mexico (Investments) B.V.
|
Netherlands | |
MSD Netherlands (Holding) B.V.
|
Netherlands | |
MSD Overseas Manufacturing Co (Ireland)
|
Ireland | |
MSD Overseas Manufacturing Co.
|
Bermuda | |
MSD Pharmaceuticals Holdings
|
Ireland | |
MSD Pharmaceuticals Ireland
|
Ireland | |
MSD Pharmaceuticals LLC
|
Russian Federation |
6
Country or State | ||
Name | of Incorporation | |
MSD Pharmaceuticals Private Limited
|
India | |
MSD Polska Sp.z.o.o.
|
Poland | |
MSD Regional Business Support Center GmbH
|
Germany | |
MSD Shared Business Services EMEA Limited
|
Ireland | |
MSD Sharp & Dohme GmbH
|
Germany | |
MSD Stamford Singapore Pte Ltd
|
Singapore | |
MSD Technology Singapore Pte. Ltd.
|
Singapore | |
MSD Tuas Singapore Pte. Ltd.
|
Singapore | |
MSD Unterstutzungskasse GmbH
|
Germany | |
MSD Venezuela Holding GmbH
|
Switzerland | |
MSD Ventures (Ireland)
|
Ireland | |
MSD Ventures Singapore Pte. Ltd.
|
Singapore | |
MSD Verwaltungs GmbH
|
Germany | |
MSD Vostok B.V.
|
Netherlands | |
MSD-Essex GmbH
|
Switzerland | |
MSD-SP Ltd.
|
United Kingdom | |
MSP Distribution Services (C) LLC
|
Nevada | |
MSP Singapore Company, LLC
|
Delaware | |
MSP Technology (U.S.) Company, LLC
|
Delaware | |
Multilan AG
|
Switzerland | |
Mycofarm International B.V.
|
Netherlands | |
Mycofarm Nederland B.V.
|
Netherlands | |
Mycofarm UK Ltd
|
United Kingdom | |
N.V. Organon
|
Netherlands | |
Nanjing Organon Pharmaceutical Co., Ltd.
|
China | |
Neopharmed s.r.l.
|
Italy | |
Nobilon International B.V.
|
Netherlands | |
Nourifarma-Produtos Quimicos e Farmaceuticos Lda
|
Portugal | |
Nourypharma Ltd
|
Ireland | |
Nourypharma Ltd
|
United Kingdom | |
Nourypharma Nederland B.V.
|
Netherlands | |
NovaCardia, Inc.
|
Delaware | |
OBS Holdings B.V.
|
Netherlands | |
Orgachemia B.V.
|
Netherlands | |
Orgachemica Nigeria Ltd
1
|
Nigeria | |
Orgachemica Pharmaceuticals Nigeria Ltd
1
|
Nigeria | |
Organon (Australia) Pty Ltd
|
Australia | |
Organon (Hong Kong) Ltd
|
Hong Kong | |
Organon (India) Ltd
1
|
India | |
Organon (Ireland) Ltd
|
Ireland | |
Organon (Malaysia) Sdn. Bhd.
|
Malaysia | |
Organon (Philippines) Inc.
|
Philippines | |
Organon (Singapore) Pte Ltd.
|
Singapore | |
Organon Agencies B.V.
|
Netherlands | |
Organon API Inc.
|
Delaware | |
Organon Argentina S.A.Q.I.& C.
|
Argentina | |
Organon Asia Pacific Sdn.Bhd.
|
Malaysia | |
Organon BioSciences B.V.
|
Netherlands | |
Organon BioSciences International B.V.
|
Netherlands | |
Organon BioSciences Nederland B.V.
|
Netherlands | |
Organon BioSciences Reinsurance Limited
|
Ireland | |
Organon BioSciences Ventures B.V.
|
Netherlands |
7
Country or State | ||
Name | of Incorporation | |
Organon China B.V.
|
Netherlands | |
Organon de Colombia Ltda
|
Colombia | |
Organon Dominicana SA
|
Dominican Republic | |
Organon Egypt Ltd
|
Egypt | |
Organon Europe B.V.
|
Netherlands | |
Organon GmbH
|
Germany | |
Organon Holding B.V.
|
Netherlands | |
Organon Hungary Kereskedelmi Kft/Org. Hungary Trading Ltd
|
Hungary | |
Organon International B.V.
|
Netherlands | |
Organon International Inc.
|
Delaware | |
Organon Italia S.p.A.
|
Italy | |
Organon Laboratories Ltd
|
United Kingdom | |
Organon Latin America S.A.
|
Uruguay | |
Organon Middle East Ltd. Cyprus
|
Cyprus | |
Organon Middle East S.A.L. (Lebanon)
|
Lebanon | |
Organon Participations B.V.
|
Netherlands | |
Organon Pharmaceuticals USA Inc. LLC
|
Delaware | |
Organon Portuguesa Produtos Quimicos E Farmaceuticos Ltda
|
Portugal | |
Organon Slovakia spol. s.r.o.
|
Slovakia | |
Organon Teknika Corporation LLC
|
Delaware | |
Organon Teknika Holding B.V.
|
Netherlands | |
Organon Teknika NV
|
Belgium | |
Organon USA Inc.
|
New Jersey | |
P.T. Merck Sharp & Dohme Indonesia
|
Indonesia | |
Pasteur Vaccins S.A.
1
|
France | |
Pharmaceutical Supply Corporation
|
Delaware | |
Pharmaco Canada Inc.
|
Canada | |
Pitman Moore Saude Animal Comercio e Distribuicao de Produtos
Veterinarios
|
Brazil | |
Plough (Australia) Pty. Limited
|
Australia | |
Plough (U.K.) Limited
|
United Kingdom | |
Plough Consumer Products (Asia) Ltd.
|
Hong Kong | |
Plough de Venezuela C.A.
|
Venezuela | |
Plough Farma, Lda.
|
Portugal | |
Plough Hellas EPE
|
Greece | |
Protein Transaction, LLC
|
Delaware | |
PT Intervet Indonesia
|
Indonesia | |
PT Organon Indonesia
|
Indonesia | |
PT Schering-Plough Indonesia Tbk.
1
|
Indonesia | |
Rosetta Biosoftware UK Limited
|
United Kingdom | |
Rosetta Inpharmatics LLC
|
Delaware | |
Sanofi Pasteur MSD A/S
1
|
Denmark | |
Sanofi Pasteur MSD AB
1
|
Sweden | |
Sanofi Pasteur MSD AG
1
|
Switzerland | |
Sanofi Pasteur MSD ApS
1
|
Denmark | |
Sanofi Pasteur MSD AS
1
|
Norway | |
Sanofi Pasteur MSD Gestion S.A.
1
|
France | |
Sanofi Pasteur MSD GmbH
1
|
Austria | |
Sanofi Pasteur MSD GmbH
1
|
Germany | |
Sanofi Pasteur MSD Ltd.
1
|
United Kingdom | |
Sanofi Pasteur MSD Ltd.
1
|
Ireland | |
Sanofi Pasteur MSD N.V./S.A.
1
|
Belgium | |
Sanofi Pasteur MSD Oy
1
|
Finland |
8
Country or State | ||
Name | of Incorporation | |
Sanofi Pasteur MSD S.A.
1
|
Portugal | |
Sanofi Pasteur MSD S.A.
1
|
Spain | |
Sanofi Pasteur MSD S.p.A.
1
|
Italy | |
Sanofi Pasteur MSD SNC
1
|
France | |
Schering Bermuda Ltd.
|
Bermuda | |
Schering Corporation
|
New Jersey | |
Schering Holdings Mexico, S. de R.L. de C.V.
|
Mexico | |
Schering Laboratories Advertising, Inc.
|
Delaware | |
Schering Mexico, S. de R.L. de C.V.
|
Mexico | |
Schering MyHealth Solutions, Inc.
|
Delaware | |
Schering-Plough
|
France | |
Schering-Plough (Bray)
|
Ireland | |
Schering-Plough (China) Limited
|
Bermuda | |
Schering-Plough (India) Private Limited
|
India | |
Schering-Plough (Ireland) Company
|
Ireland | |
Schering-Plough (Proprietary) Limited
|
South Africa | |
Schering-Plough (Shanghai) Trading Co., Ltd.
|
China | |
Schering-Plough (Singapore) Pte. Ltd.
|
Singapore | |
Schering-Plough (Singapore) Research Pte. Ltd.
|
Singapore | |
Schering-Plough A/S
|
Denmark | |
Schering-Plough A/S
|
Norway | |
Schering-Plough Animal Health Limited
|
Ireland | |
Schering-Plough Animal Health Limited
|
New Zealand | |
Schering-Plough Animal Health Operations Sdn Bhd
|
Malaysia | |
Schering-Plough Animal Health SA
|
Uruguay | |
Schering-Plough Animal Health Sdn Bhd
|
Malaysia | |
Schering-Plough Animal Health, Inc.
|
Philippines | |
Schering-Plough Bermuda Ltd.
|
Bermuda | |
Schering-Plough Biopharma Corporation
|
New Jersey | |
Schering-Plough C.A.
|
Venezuela | |
Schering-Plough Canada Inc.
|
Canada | |
Schering-Plough Central East AG
|
Switzerland | |
Schering-Plough Clinical Trials, S.E.
|
United Kingdom | |
Schering-Plough Compania Limitada
|
Chile | |
Schering-Plough Coordination Center NV
|
Belgium | |
Schering-Plough Corporation
|
Philippines | |
Schering-Plough Corporation, U.S.A.
|
Delaware | |
Schering-Plough d.o.o.
|
Croatia | |
Schering-Plough del Caribe, Inc.
|
New Jersey | |
Schering-Plough del Ecuador, S.A.
|
Ecuador | |
Schering-Plough del Peru S.A.
|
Peru | |
Schering-Plough Exports PTY Limited
|
Australia | |
Schering-Plough Farma, Lda
|
Portugal | |
Schering-Plough Farmaceutica Ltda.
|
Brazil | |
Schering-Plough HealthCare Products, Inc.
|
Delaware | |
Schering-Plough Holdings (Ireland) Company
|
Ireland | |
Schering-Plough Holdings France
|
France | |
Schering-Plough Holdings Limited
|
United Kingdom | |
Schering-Plough Hungary Korlatolt Felelossegu Tarsasag
|
Hungary | |
Schering-Plough Indústria Farmacêutica Ltda.
|
Brazil | |
Schering-Plough Int Limited
|
United Kingdom | |
Schering-Plough International C.V.
|
Netherlands | |
Schering-Plough International Finance Company B.V.
|
Netherlands | |
Schering-Plough International Holdings B.V.
|
Netherlands |
9
Country or State | ||
Name | of Incorporation | |
Schering-Plough International LLC
|
Delaware | |
Schering-Plough International, Inc.
|
Delaware | |
Schering-Plough Investment Co., Inc.
|
Delaware | |
Schering-Plough Investments Cayman Ltd.
|
Cayman Islands | |
Schering-Plough Investments Company GmbH
|
Switzerland | |
Schering-Plough Investments Ltd.
|
Delaware | |
Schering-Plough Israel AG
|
Switzerland | |
Schering-Plough Korea
|
Korea, Republic of | |
Schering-Plough Labo NV
|
Belgium | |
Schering-Plough Legislative Resources L.L.C.
|
Delaware | |
Schering-Plough Limited
|
Taiwan (Republic of China) | |
Schering-Plough Limited (UK)
|
United Kingdom | |
Schering-Plough Limited C.V.
|
Netherlands | |
Schering-Plough Ltd.
|
Switzerland | |
Schering-Plough Ltd.
|
Thailand | |
Schering-Plough Luxembourg S.a.r.L.
|
Luxembourg | |
Schering-Plough Nederland B.V.
|
Netherlands | |
Schering-Plough NV
|
Belgium | |
Schering-Plough OY
|
Finland | |
Schering-Plough Pensions Ireland Limited
|
Ireland | |
Schering-Plough Pharmaceuticals (Ireland) Limited
|
Ireland | |
Schering-Plough Polska Sp. z o.o. LLC
|
Poland | |
Schering-Plough Products Caribe, Inc.
|
Cayman Islands | |
Schering-Plough Products, Inc.
|
Delaware | |
Schering-Plough Products, L.L.C.
|
Delaware | |
Schering-Plough Produtos de Oncologia, Unipessoal Lda.
|
Portugal | |
Schering-Plough Produtos de Virologia, Unipessoal Lda.
|
Portugal | |
Schering-Plough Produtos Hospitalares, Unipessoal Lda.
|
Portugal | |
Schering-Plough Pty. Limited
|
Australia | |
Schering-Plough Real Estate Co., Inc.
|
Delaware | |
Schering-Plough S.A.
|
Colombia | |
Schering-Plough S.A.
|
Panama | |
Schering-Plough S.A.
|
Paraguay | |
Schering-Plough S.A.
|
Spain | |
Schering-Plough S.A.
|
Uruguay | |
Schering-Plough S.A. de C.V.
|
Mexico | |
Schering-Plough S.A.
1
|
Argentina | |
Schering-Plough S.p.A.
|
Italy | |
Schering-Plough s.r.o.
|
Czech Republic | |
Schering-Plough S.r.o. (Slovakia)
|
Slovakia | |
Schering-Plough Sante Animale
|
France | |
Schering-Plough Sdn. Bhd.
|
Malaysia | |
Schering-Plough Superannuation Pty. Limited
|
Australia | |
Schering-Plough Technologies Pte. Ltd.
|
Singapore | |
Schering-Plough Tibbi Urunler Ticaret Anomim Sirketi
|
Turkey | |
Schering-Plough Veterinary Limited
|
Thailand | |
Schering-Plough, UAB
|
Lithuania | |
Sentipharm AG
|
Switzerland | |
Shanghai Schering-Plough Pharmaceutical Co., Ltd.
|
China | |
Sharp & Dohme, S.A.
|
Spain | |
Sinova AG
1
|
Switzerland | |
Sirna Therapeutics, Inc.
|
Delaware | |
Smart Cells, Inc.
|
Delaware | |
SOL Limited
|
Bermuda |
10
Country or State | ||
Name | of Incorporation | |
South Egypt Drug Industries Co. (Sedico)
1
|
Egypt | |
S-P Bermuda
|
Bermuda | |
SP Biotech, S.A.
|
Spain | |
SP Blue LEI 2010, S.L.
|
Spain | |
SP Flight Operations, Inc.
|
Delaware | |
SP Human Health (2010) Limited
|
United Kingdom | |
SP Maroc S.a.r.L.
|
Morocco | |
SP Products Cayman Co.
|
Cayman Islands | |
S-P Ril Ltd.
|
United Kingdom | |
S-P Veterinary (UK) Limited
|
United Kingdom | |
S-P Veterinary Holdings Limited
|
United Kingdom | |
S-P Veterinary Limited
|
United Kingdom | |
S-P Veterinary Pensions Limited
|
United Kingdom | |
Tasman Vaccine Laboratory (UK) Ltd
|
United Kingdom | |
Technobiotic Limited
|
Australia | |
TELERx Marketing Inc.
|
Pennsylvania | |
Terimas S.r.l.
|
Italy | |
The Coppertone Corporation
|
Florida | |
The MSD Foundation Limited
|
United Kingdom | |
The Summit Property Company, L.L.C.
|
Delaware | |
Theriak B.V.
|
Netherlands | |
Thomas Morson & Son Limited
|
United Kingdom | |
Transrow Manufacturing Ltd.
|
Bermuda | |
UAB Organon
|
Lithuania | |
UAB Merck Sharp & Dohme
|
Lithuania | |
Undra, S.A. de C.V.
|
Mexico | |
UNICET
|
France | |
Variopharm Arzneimittel GmbH
|
Germany | |
VCF Inc.
|
Delaware | |
Venco Holding GmbH
|
Switzerland | |
Verenigde Chemische Fabrieken B.V.
|
Netherlands | |
VetInvent, LLC
|
Delaware | |
Vet Pharma Fiesoythe GmbH
|
Germany | |
Veterinaria AG
|
Switzerland | |
Vetrex B.V.
|
Netherlands | |
Vetrex Egypt L.L.C.
|
Egypt | |
Vetrex Limited
|
United Kingdom | |
Warrick Pharmaceuticals Corporation
|
Delaware | |
Werthenstein Biopharma GmbH
|
Switzerland | |
White Laboratories of Canada Limited
|
Canada | |
White Laboratories, Inc.
|
New Jersey | |
Zao Organon A/O
|
Russian Federation | |
Zoöpharm B.V.
|
Netherlands |
1 own less than 100% |
11
By:
|
/s/ Kenneth C. Frazier
|
|||
|
President and Chief Executive Officer |
By:
|
/s/ Peter N. Kellogg
|
|||
|
Executive Vice President and Chief Financial Officer |
Dated: February 28, 2011 | /s/ Kenneth C. Frazier | |||||||
|
Name: | Kenneth C. Frazier | ||||||
|
Title: | President and Chief Executive Officer |
Dated: February 28, 2011 | /s/ Peter N. Kellogg | |||||||
|
Name: | Peter N. Kellogg | ||||||
|
Title: |
Executive Vice President and
Chief Financial Officer |