Schering-Plough and Merck Provide Update on Distribution Agreement

KENILWORTH, N.J. & WHITEHOUSE STATION, N.J.--(Business Wire)--
Schering-Plough has been notified that Johnson & Johnson, as a result of the
proposed merger between Schering-Plough and Merck, has initiated arbitration
proceedings to resolve the parties' dispute over whether Johnson & Johnson can
terminate the distribution agreement relating to Schering-Plough's rights to
REMICADE and SIMPONI.

While the initiation of the proceedings does not preclude a negotiated
settlement, the companies say they are fully prepared to arbitrate the matter
and to vigorously defend their rights.

Schering-Plough and Merck noted that Johnson & Johnson's position is
contradicted by the plain language of the Remicade distribution agreement. The
companies are confident that an arbitrator will agree that the
Merck/Schering-Plough merger does not give Johnson & Johnson the right to
terminate this agreement.

The companies noted that the arbitration process is expected to take place over
the next 9 to 12 months and could be ongoing even after the merger has closed.
On May 5, Centocor, a wholly-owned subsidiary of Johnson & Johnson, notified
Schering-Plough of its intention to arbitrate whether Centocor has the right to
terminate the distribution agreement as a result of the merger agreement and
proposed merger. The arbitration process is clearly defined involving a number
of steps, including the selection of an independent arbitrator, information
exchanges and hearings, before a final decision is reached.

Any change or termination of the distribution agreement is excluded by the
Merck/Schering-Plough merger agreement from the definition of "material adverse
effect" and from the definition in the credit agreements entered into in
connection with financing the merger. The companies continue to expect the
merger to be completed in the fourth quarter without regard to the arbitration.

About Merck

Merck & Co., Inc. is a global research-driven pharmaceutical company dedicated
to putting patients first. Established in 1891, Merck discovers, develops,
manufactures and markets vaccines and medicines to address unmet medical needs.
The Company devotes extensive efforts to increase access to medicines through
far-reaching programs that not only donate Merck medicines but help deliver them
to the people who need them. Merck also publishes unbiased health information as
a not-for-profit service. For more information, visit www.merck.com.

About Schering-Plough

Schering-Plough is an innovation-driven, science-centered global health care
company. Through its own biopharmaceutical research and collaborations with
partners, Schering-Plough creates therapies that help save and improve lives
around the world. The company applies its research-and-development platform to
human prescription, animal health and consumer health care products.
Schering-Plough`s vision is to "Earn Trust, Every Day" with the doctors,
patients, customers and other stakeholders served by its colleagues around the
world. The company is based in Kenilworth, N.J., and its Web site is
www.schering-plough.com.

Forward-Looking Statements

This communication includes "forward-looking statements" within the meaning of
the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Such statements may include, but are not limited to,
statements about the benefits of the proposed merger between Merck and
Schering-Plough, including future financial and operating results, the combined
company`s plans, objectives, expectations and intentions and other statements
that are not historical facts. Such statements are based upon the current
beliefs and expectations of Merck`s and Schering-Plough`s management and are
subject to significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the possibility that the
expected synergies from the proposed merger of Merck and Schering-Plough will
not be realized, or will not be realized within the expected time period, due
to, among other things, the impact of pharmaceutical industry regulation and
pending legislation that could affect the pharmaceutical industry; the ability
to obtain governmental and self-regulatory organization approvals of the merger
on the proposed terms and schedule; the actual terms of the financing required
for the merger and/or the failure to obtain such financing; the failure of
Schering-Plough or Merck stockholders to approve the merger; the risk that the
businesses will not be integrated successfully; disruption from the merger
making it more difficult to maintain business and operational relationships; the
possibility that the merger does not close, including, but not limited to, due
to the failure to satisfy the closing conditions; Merck`s and Schering-Plough`s
ability to accurately predict future market conditions; dependence on the
effectiveness of Merck`s and Schering-Plough`s patents and other protections for
innovative products; the risk of new and changing regulation and health policies
in the U.S. and internationally and the exposure to litigation and/or regulatory
actions. Merck and Schering-Plough undertake no obligation to publicly update
any forward-looking statement, whether as a result of new information, future
events or otherwise. Additional factors that could cause results to differ
materially from those described in the forward-looking statements can be found
in Merck`s 2008 Annual Report on Form 10-K, Schering-Plough`s 2008 Annual Report
on Form 10-K and each company`s other filings with the Securities and Exchange
Commission (the "SEC") available at the SEC`s Internet site (www.sec.gov).

Additional Information

In connection with the proposed transaction, Schering-Plough will file a
registration statement, including a joint proxy statement of Merck and
Schering-Plough, with the SEC. Investors are urged to read the registration
statement and joint proxy statement (including all amendments and supplements to
it) because they will contain important information. Investors may obtain free
copies of the registration statement and joint proxy statement when they become
available, as well as other filings containing information about Merck and
Schering-Plough, without charge, at the SEC`s Internet web site (www.sec.gov).
These documents may also be obtained for free from Schering-Plough`s Investor
Relations web site (www.schering-plough.com) or by directing a request to
Schering-Plough`s Investor Relations at (908) 298-7436. Copies of Merck`s
filings may be obtained for free from Merck`s Investor Relations Web Site
(www.merck.com) or by directing a request to Merck at Merck`s Office of the
Secretary, (908) 423-1000.

Merck and Schering-Plough and their respective directors and executive officers
and other members of management and employees are potential participants in the
solicitation of proxies from Merck and Schering-Plough shareholders in respect
of the proposed transaction.

Information regarding Schering-Plough`s directors and executive officers is
available in Schering-Plough`s proxy statement for its 2009 annual meeting of
shareholders, filed with the SEC on April 27, 2009, and information regarding
Merck`s directors and executive officers is available in Merck`s proxy statement
for its 2009 annual meeting of stockholders, filed with the SEC on March 13,
2009. Additional information regarding the interests of such potential
participants in the proposed transaction will be included in the registration
statement and joint proxy statement filed with the SEC in connection with the
proposed transaction.

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Merck
Media:
David Caouette, 908-423-3461
Amy Rose, 908-423-6537
or
Investors:
Eva Boratto, 908-423-5185
Carol Ferguson, 908-423-4465
or
Schering-Plough
Media:
Steve Galpin, Jr., 908-298-7415
or
Investor:
Janet Barth or Joe Romanelli, 908-298-7436

Copyright Business Wire 2009