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Filed
by the Registrant x
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Filed
by a Party other than the Registrant o
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Check
the appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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o
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Definitive
Proxy Statement
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o
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Definitive
Additional Materials
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x
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Soliciting
Material Pursuant to §240.14a-12
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Merck
& Co., Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Q:
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In
the Merger Agreement, are matters relating to the Merck/Schering
cholesterol joint venture expressly excluded from events that could cause
a Schering Material Adverse Effect or a Merck Material Adverse
Effect?
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A:
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Yes. [See Definition of
Saturn Material Adverse Effect and Mercury Material Adverse
Effect].
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Q:
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How
about in the JPM Commitment Letter?
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A:
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No. In
order for there to be a Material Adverse Effect under the Commitment
Letter there must be a Material Adverse Effect on the combined
companies. Matters relating to the cholesterol joint venture are not
excluded for purposes of this
definition.
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Q:
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In
the Merger Agreement, are matters relating to the Schering joint venture
with J&J (Remicade) arising in connection with the merger expressly
excluded from events that could cause a Schering Material Adverse
Effect?
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A:
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Yes. [See Definition of
Saturn Material Adverse Effect].
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Q:
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How
about in the JPM Commitment Letter?
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A:
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Yes,
those matters are excluded for purposes of the combined Material Adverse
Effect.
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Q:
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In
the Merger Agreement, are matters relating to the pending Singulair patent
litigation expressly excluded from events that could cause a Merck
Material Adverse Effect?
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A:
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Yes. [See Definition of
Mercury Material Adverse Effect].
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Q:
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How
about in the JPM Commitment Letter?
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A:
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Yes,
those matters are excluded for purposes of the combined Material Adverse
Effect.
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