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2009 LICENSING PRESS RELEASES COMBINING OUR STRENGTHS SHARING OUR SUCCESSES

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2009 LICENSING PRESS RELEASES

C O M B I N I N G O U R S T R E N G T H SS H A R I N G O U R S U C C E S S E S

C O M B I N I N G O U R S T R E N G T H SS H A R I N G O U R S U C C E S S E S

Dear Colleague,

I am delighted to provide you with our collection of Merck’s 2009 publicly announced transactions for your reference. As head of Worldwide Licensing, I would like to invite you to learn more about our collaborations and our commitment to building alliances with innovative partners like you.

Partnering is an integral and essential part of Merck’s long-term business and research strategy and has consistently resulted in high-value alliances. In 2008, 65% of our sales were from alliance products and patents, including some of our biggest blockbusters. Our goal is to pursue the best scientific programs from both internal research and external collaborations. We welcome partnerships in a broad range of therapeutic areas that address unmet needs for patients, as well as technologies that will enhance the productivity of our research laboratories. With Merck as your partner, you will find an organization devoted to you and to the rigorous, expeditious development of your important discovery.

We understand that you have unique strengths to identify innovative new compounds and technologies. Understanding the science behind your innovation is one of Merck’s core capabilities. From basic research through phase III, IV, and beyond, when you partner with us, you will have world-class research, development and regulatory, manufacturing, marketing, and sales resources to ensure commercial success.

At Merck, we embrace partnerships, and by that we mean we are dedicated to combining our strengths with yours, and sharing our successes together. Please feel free to contact a member of our licensing team or visit www.merck.com/licensing to learn more.

Sincerely,

David Nicholson, PhDSenior Vice President and Head Worldwide Licensing and Knowledge Management

C O M B I N I N G O U R S T R E N G T H SS H A R I N G O U R S U C C E S S E S

Dear Colleague,

I am delighted to provide you with our collection of Merck’s 2009 publicly announced transactions for your reference. As head of Worldwide Licensing, I would like to invite you to learn more about our collaborations and our commitment to building alliances with innovative partners like you.

Partnering is an integral and essential part of Merck’s long-term business and research strategy and has consistently resulted in high-value alliances. In 2008, 65% of our sales were from alliance products and patents, including some of our biggest blockbusters. Our goal is to pursue the best scientific programs from both internal research and external collaborations. We welcome partnerships in a broad range of therapeutic areas that address unmet needs for patients, as well as technologies that will enhance the productivity of our research laboratories. With Merck as your partner, you will find an organization devoted to you and to the rigorous, expeditious development of your important discovery.

We understand that you have unique strengths to identify innovative new compounds and technologies. Understanding the science behind your innovation is one of Merck’s core capabilities. From basic research through phase III, IV, and beyond, when you partner with us, you will have world-class research, development and regulatory, manufacturing, marketing, and sales resources to ensure commercial success.

At Merck, we embrace partnerships, and by that we mean we are dedicated to combining our strengths with yours, and sharing our successes together. Please feel free to contact a member of our licensing team or visit www.merck.com/licensing to learn more.

Sincerely,

David Nicholson, PhDSenior Vice President and Head Worldwide Licensing and Knowledge Management

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Galapagos Enters Strategic Alliance in Diabetes and Obesity

Galapagos to Discover Small Molecule Candidate Drugs for Preclinical Development

Upfront Fee, Milestones on Preclinical and Clinical Development of Small Molecule Candidates, Plus Royalties on Worldwide Sales

Mechelen, BelgiuM, January 9, 2009

galapagos nV (euronext: glPg) announced that it has entered into a multiyear global strategic alliance with Merck & co., inc. to develop potential new therapies in obesity and diabetes.

galapagos will be responsible for the discovery and preclinical development of new small molecule candidate drugs based on novel galapagos targets. Merck will have the exclusive option to license each candidate for clinical development and commercialization on a worldwide basis. The alliance will make use of galapagos’ proprietary SilenceSelect® target discovery platform for identification of novel targets in obesity and diabetes. After validation, targets will be selected by a joint steering committee and entered into screening and chemistry by galapagos. Merck has the option to acquire an exclusive license to each candidate drug, and upon exercise of such an option, Merck will be responsible for the development and commercialization of the candidate drug. galapagos may execute phase i clinical studies and will have the right to further develop and commercialize certain compounds for which Merck does not exercise its exclusive option.

under the terms of the agreement, galapagos will receive an up-front fee of €1.5 million from Merck. in addition, galapagos is eligible to receive discovery, development and regulatory milestone payments that could potentially exceed €170 million total for multiple products, as well as specific sales milestones and royalties upon commercialization of any products covered under the agreement.

“The alliance with Merck in obesity and diabetes further demonstrates galapagos’ ability to expand into new therapeutic areas,” said Onno van de Stolpe, ceO. “galapagos has a proven track record of delivering on its alliance programs, making us attractive to potential pharma partners seeking to fill their pipelines with medicines based on novel modes of action. galapagos has been successful through careful management of its R&D programs; this early stage alliance with Merck fits nicely into our alliance infrastructure as other programs advance into later stages.”

“By combining galapagos’ novel target identification strategy with Merck’s drug development expertise, this collaboration provides a unique opportunity to discover and develop potential new therapies for diabetes and obesity,” said catherine Strader, Vice President, external Basic Research, Merck Research laboratories.

Insmed Sells Follow-on Biologics Platform to Merck & Co., Inc. for Gross Proceeds of $130 MillionRichMOnD, ViRginiA, February 12, 2009

PRnewswire-Firstcall via cOMTeX news network — insmed inc. (nasdaq: inSM), a developer of follow-on biologics and biopharmaceuticals focused on niche markets with unmet medical needs, announced today that it has entered into a definitive agreement with Merck & co., inc. whereby Merck, through an affiliate, will purchase all assets related to insmed’s follow-on biologics platform. under the terms of the agreement, insmed will receive a total of $130 million for the assets. After fees, taxes and other costs related to the transaction, insmed expects net proceeds of approximately $123 million as a result of this agreement.

As part of this transaction, insmed will receive initial payments of up to $10 million for insmed’s lead follow-on-biologic candidates and the remaining balance upon closing of the transaction, which is targeted for March 31, 2009. These initial payments will allow the company to maintain its normal business operations throughout the closing period without the need for dilutive financing.

insmed’s follow-on biologics assets include inS-19 and inS-20, whose development and commercial rights will now belong to Merck, as well as the Boulder, colorado-based manufacturing facility. Merck intends to assume the facility’s lease and ownership of all the equipment in the building. in addition, upon closing of the transaction, Merck intends to offer positions to employees of the Boulder facility. insmed will retain its Richmond, VA corporate office, which houses its clinical, Regulatory, Finance, and Administrative functions, in support of the continuing iPleX™ program.

“We have long maintained that our follow-on biologics assets hold substantial value, and this agreement with Merck, one of the largest pharmaceutical companies in the world, is a testament to that value,” said Dr. geoffrey Allan, President and ceO of insmed. “We are pleased that over the past two years our team has been successful in developing such a valuable asset, which, as a result of this agreement, will generate a substantial return to the company.”

“This transaction will transform and strengthen our balance sheet in a completely non-dilutive fashion, and provides us with substantial financial flexibility in a market where cash, especially for small biotech companies, is scarce,” continued Dr. Allan.

The proceeds from the transaction will be used to support the continued development of iPleX™, and the company will carefully evaluate other options, which could include the distribution of a portion of the cash to shareholders.

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Galapagos Enters Strategic Alliance in Diabetes and Obesity

Galapagos to Discover Small Molecule Candidate Drugs for Preclinical Development

Upfront Fee, Milestones on Preclinical and Clinical Development of Small Molecule Candidates, Plus Royalties on Worldwide Sales

Mechelen, BelgiuM, January 9, 2009

galapagos nV (euronext: glPg) announced that it has entered into a multiyear global strategic alliance with Merck & co., inc. to develop potential new therapies in obesity and diabetes.

galapagos will be responsible for the discovery and preclinical development of new small molecule candidate drugs based on novel galapagos targets. Merck will have the exclusive option to license each candidate for clinical development and commercialization on a worldwide basis. The alliance will make use of galapagos’ proprietary SilenceSelect® target discovery platform for identification of novel targets in obesity and diabetes. After validation, targets will be selected by a joint steering committee and entered into screening and chemistry by galapagos. Merck has the option to acquire an exclusive license to each candidate drug, and upon exercise of such an option, Merck will be responsible for the development and commercialization of the candidate drug. galapagos may execute phase i clinical studies and will have the right to further develop and commercialize certain compounds for which Merck does not exercise its exclusive option.

under the terms of the agreement, galapagos will receive an up-front fee of €1.5 million from Merck. in addition, galapagos is eligible to receive discovery, development and regulatory milestone payments that could potentially exceed €170 million total for multiple products, as well as specific sales milestones and royalties upon commercialization of any products covered under the agreement.

“The alliance with Merck in obesity and diabetes further demonstrates galapagos’ ability to expand into new therapeutic areas,” said Onno van de Stolpe, ceO. “galapagos has a proven track record of delivering on its alliance programs, making us attractive to potential pharma partners seeking to fill their pipelines with medicines based on novel modes of action. galapagos has been successful through careful management of its R&D programs; this early stage alliance with Merck fits nicely into our alliance infrastructure as other programs advance into later stages.”

“By combining galapagos’ novel target identification strategy with Merck’s drug development expertise, this collaboration provides a unique opportunity to discover and develop potential new therapies for diabetes and obesity,” said catherine Strader, Vice President, external Basic Research, Merck Research laboratories.

Insmed Sells Follow-on Biologics Platform to Merck & Co., Inc. for Gross Proceeds of $130 MillionRichMOnD, ViRginiA, February 12, 2009

PRnewswire-Firstcall via cOMTeX news network — insmed inc. (nasdaq: inSM), a developer of follow-on biologics and biopharmaceuticals focused on niche markets with unmet medical needs, announced today that it has entered into a definitive agreement with Merck & co., inc. whereby Merck, through an affiliate, will purchase all assets related to insmed’s follow-on biologics platform. under the terms of the agreement, insmed will receive a total of $130 million for the assets. After fees, taxes and other costs related to the transaction, insmed expects net proceeds of approximately $123 million as a result of this agreement.

As part of this transaction, insmed will receive initial payments of up to $10 million for insmed’s lead follow-on-biologic candidates and the remaining balance upon closing of the transaction, which is targeted for March 31, 2009. These initial payments will allow the company to maintain its normal business operations throughout the closing period without the need for dilutive financing.

insmed’s follow-on biologics assets include inS-19 and inS-20, whose development and commercial rights will now belong to Merck, as well as the Boulder, colorado-based manufacturing facility. Merck intends to assume the facility’s lease and ownership of all the equipment in the building. in addition, upon closing of the transaction, Merck intends to offer positions to employees of the Boulder facility. insmed will retain its Richmond, VA corporate office, which houses its clinical, Regulatory, Finance, and Administrative functions, in support of the continuing iPleX™ program.

“We have long maintained that our follow-on biologics assets hold substantial value, and this agreement with Merck, one of the largest pharmaceutical companies in the world, is a testament to that value,” said Dr. geoffrey Allan, President and ceO of insmed. “We are pleased that over the past two years our team has been successful in developing such a valuable asset, which, as a result of this agreement, will generate a substantial return to the company.”

“This transaction will transform and strengthen our balance sheet in a completely non-dilutive fashion, and provides us with substantial financial flexibility in a market where cash, especially for small biotech companies, is scarce,” continued Dr. Allan.

The proceeds from the transaction will be used to support the continued development of iPleX™, and the company will carefully evaluate other options, which could include the distribution of a portion of the cash to shareholders.

4 5

Xencor Licenses Xtend™ Antibody Half-life Prolongation Platform to Merck & Co., Inc.MOnROViA, cAliFORniA, March 23, 2009

Xencor, inc., an antibody discovery and development company, announced today that it has entered into a licensing transaction with Merck & co., inc. involving its Xtend™ antibody half-life prolongation technology, in which Xencor has granted Merck an exclusive license to its Xtend™ technology for the development of antibodies towards an undisclosed Merck drug target.

under the terms of the agreement Merck will pay Xencor an upfront license fee of $3 million, and an additional payment upon selection of an Xtend™ variant. Merck will also pay Xencor clinical development milestones and royalties on product sales.

“We are delighted to establish with Merck one of the first collaborations for our new Xtend™ platform and are excited at the potential of this program,” commented Bassil Dahiyat, Ph.D., Xencor’s chief executive officer. “Merck is an outstanding partner, and we enjoy the high quality of the scientific interactions with our Merck colleagues,” Dahiyat added.

“The ability to enhance the pharmaceutical properties of antibody drug molecules and customize this class of drugs for specific therapeutic settings is a central differentiating factor which Xencor will continue to pioneer,” commented James Posada, Ph.D., MBA, Xencor’s acting chief business officer.

About Xtend™ technologyEnhance Antibody Half-LifeXencor’s proprietary antibody technology platform provides a validated solution to enhancing the serum half-life of immunoglobulin molecules. using its proprietary series of antibody Fc variants, antibody half-life can be readily prolonged to enhance performance in a number of different therapeutic indications.

Potential Patient BenefitsDosing frequency is an important attribute and differentiating factor in certain indications. By prolonging the serum half-life of antibody drug molecules the opportunity arises to address chronic indications with an antibody drug product that potentially has the ability to be administered at greater than monthly intervals, greatly enhancing patient convenience and improving market positioning. in addition, it is possible to reduce the dose of the biologic that is required to maintain effective drug levels, potentially improving the cost, profitability and capital expense profile of the product.

Merck & Co., Inc. and Cardiome Sign License Agreement for Vernakalant, an Investigational Drug for Treatment of Atrial FibrillationWhiTehOuSe STATiOn, neW JeRSeY and VAncOuVeR, cAnADA, April 8, 2009

Merck & co., inc. and cardiome Pharma corp. today announced a collaboration and license agreement for the development and commercialization of vernakalant, an investigational candidate for the treatment of atrial fibrillation. The agreement provides Merck with exclusive global rights to the oral formulation of vernakalant (vernakalant [oral]) for the maintenance of normal heart rhythm in patients with atrial fibrillation, and provides a Merck affiliate, Merck Sharp & Dohme (Switzerland) gmbh, with exclusive rights outside of the united States, canada and Mexico to the intravenous (iV) formulation of vernakalant (vernakalant [iV]) for rapid conversion of acute atrial fibrillation to normal heart rhythm.

“This agreement underscores Merck’s ongoing commitment to the research and development of new cardiovascular drugs,” said luciano Rossetti M.D., senior vice president and franchise head, Atherosclerosis and cardiovascular, Merck Research laboratories. “Vernakalant is an important addition to our broad portfolio of products and candidates that target multiple aspects of heart disease.”

“given Merck’s long-established leadership in the cardiovascular space, we believe there is no company better suited to advance vernakalant,” said Bob Rieder, chairman and chief executive officer of cardiome. “This collaboration places cardiome in a strong financial position as we conclude our strategic review, and moves the company closer to providing doctors with an important tool to address this critical unmet medical need.”

under terms of the agreement, Merck will pay cardiome an initial fee of uS$60 million. in addition, cardiome is eligible to receive up to uS$200 million in payments based on achievement of certain milestones associated with the development and approval of vernakalant products (including a total of uS$35 million for initiation of a planned Phase iii program for vernakalant [oral] and submission for regulatory approval in europe of vernakalant [iV]), and up to uS$100 million for milestones associated with approvals in other subsequent indications of both the intravenous and oral formulations. Also, cardiome will receive tiered royalty payments on sales of any approved products and has the potential to receive up to uS$340 million in milestone payments based on achievement of significant sales thresholds.

cardiome has retained an option to co-promote vernakalant (oral) with Merck through a hospital-based sales force in the united States. Merck will be responsible for all future costs associated with the development, manufacturing and commercialization of these candidates. Merck has granted cardiome a secured, interest-bearing credit facility of up to uS$100 million that cardiome may access in tranches over several years commencing in 2010.

4 5

Xencor Licenses Xtend™ Antibody Half-life Prolongation Platform to Merck & Co., Inc.MOnROViA, cAliFORniA, March 23, 2009

Xencor, inc., an antibody discovery and development company, announced today that it has entered into a licensing transaction with Merck & co., inc. involving its Xtend™ antibody half-life prolongation technology, in which Xencor has granted Merck an exclusive license to its Xtend™ technology for the development of antibodies towards an undisclosed Merck drug target.

under the terms of the agreement Merck will pay Xencor an upfront license fee of $3 million, and an additional payment upon selection of an Xtend™ variant. Merck will also pay Xencor clinical development milestones and royalties on product sales.

“We are delighted to establish with Merck one of the first collaborations for our new Xtend™ platform and are excited at the potential of this program,” commented Bassil Dahiyat, Ph.D., Xencor’s chief executive officer. “Merck is an outstanding partner, and we enjoy the high quality of the scientific interactions with our Merck colleagues,” Dahiyat added.

“The ability to enhance the pharmaceutical properties of antibody drug molecules and customize this class of drugs for specific therapeutic settings is a central differentiating factor which Xencor will continue to pioneer,” commented James Posada, Ph.D., MBA, Xencor’s acting chief business officer.

About Xtend™ technologyEnhance Antibody Half-LifeXencor’s proprietary antibody technology platform provides a validated solution to enhancing the serum half-life of immunoglobulin molecules. using its proprietary series of antibody Fc variants, antibody half-life can be readily prolonged to enhance performance in a number of different therapeutic indications.

Potential Patient BenefitsDosing frequency is an important attribute and differentiating factor in certain indications. By prolonging the serum half-life of antibody drug molecules the opportunity arises to address chronic indications with an antibody drug product that potentially has the ability to be administered at greater than monthly intervals, greatly enhancing patient convenience and improving market positioning. in addition, it is possible to reduce the dose of the biologic that is required to maintain effective drug levels, potentially improving the cost, profitability and capital expense profile of the product.

Merck & Co., Inc. and Cardiome Sign License Agreement for Vernakalant, an Investigational Drug for Treatment of Atrial FibrillationWhiTehOuSe STATiOn, neW JeRSeY and VAncOuVeR, cAnADA, April 8, 2009

Merck & co., inc. and cardiome Pharma corp. today announced a collaboration and license agreement for the development and commercialization of vernakalant, an investigational candidate for the treatment of atrial fibrillation. The agreement provides Merck with exclusive global rights to the oral formulation of vernakalant (vernakalant [oral]) for the maintenance of normal heart rhythm in patients with atrial fibrillation, and provides a Merck affiliate, Merck Sharp & Dohme (Switzerland) gmbh, with exclusive rights outside of the united States, canada and Mexico to the intravenous (iV) formulation of vernakalant (vernakalant [iV]) for rapid conversion of acute atrial fibrillation to normal heart rhythm.

“This agreement underscores Merck’s ongoing commitment to the research and development of new cardiovascular drugs,” said luciano Rossetti M.D., senior vice president and franchise head, Atherosclerosis and cardiovascular, Merck Research laboratories. “Vernakalant is an important addition to our broad portfolio of products and candidates that target multiple aspects of heart disease.”

“given Merck’s long-established leadership in the cardiovascular space, we believe there is no company better suited to advance vernakalant,” said Bob Rieder, chairman and chief executive officer of cardiome. “This collaboration places cardiome in a strong financial position as we conclude our strategic review, and moves the company closer to providing doctors with an important tool to address this critical unmet medical need.”

under terms of the agreement, Merck will pay cardiome an initial fee of uS$60 million. in addition, cardiome is eligible to receive up to uS$200 million in payments based on achievement of certain milestones associated with the development and approval of vernakalant products (including a total of uS$35 million for initiation of a planned Phase iii program for vernakalant [oral] and submission for regulatory approval in europe of vernakalant [iV]), and up to uS$100 million for milestones associated with approvals in other subsequent indications of both the intravenous and oral formulations. Also, cardiome will receive tiered royalty payments on sales of any approved products and has the potential to receive up to uS$340 million in milestone payments based on achievement of significant sales thresholds.

cardiome has retained an option to co-promote vernakalant (oral) with Merck through a hospital-based sales force in the united States. Merck will be responsible for all future costs associated with the development, manufacturing and commercialization of these candidates. Merck has granted cardiome a secured, interest-bearing credit facility of up to uS$100 million that cardiome may access in tranches over several years commencing in 2010.

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Vernakalant (iV) is an investigational candidate being evaluated for its ability to terminate an atrial fibrillation episode and return the heart to normal rhythm. cardiome’s co-development partner in north America, Astellas Pharma u.S., inc., submitted a new Drug Application with the u.S. Food and Drug Administration (FDA) for KYnAPiD™ (vernakalant hydrochloride) injection in December 2006 that included results from two pivotal Phase iii clinical trials. in December 2007, the cardiovascular and Renal Drugs Advisory committee recommended that the FDA approve vernakalant (iV) for rapid conversion of atrial fibrillation. in August 2008, the FDA issued an Approvable action letter requesting additional information.

Vernakalant (oral) is being evaluated as an oral maintenance therapy for the long-term prevention of atrial fibrillation recurrence. A Phase iib double-blind, placebo-controlled, randomized, dose-ranging clinical trial in patients at risk of recurrent atrial fibrillation showed that at the 500 mg dose, vernakalant (oral) significantly reduced the rate of atrial fibrillation relapse as compared to placebo.

The effectiveness of the collaboration agreement is subject to the expiration or earlier termination of the waiting period under the hart-Scott-Rodino Antitrust improvements Act, if applicable, as well as other customary closing conditions. The agreement between cardiome and Astellas Pharma u.S., inc. for vernakalant (iV) in the united States, canada and Mexico is unaffected by this agreement.

Merck & Co., Inc. and Santen Sign Licensing Agreement In OphthalmologyWhiTehOuSe STATiOn, neW JeRSeY, April 15, 2009

Merck & co., inc. and Santen Pharmaceutical co., ltd. today announced a worldwide licensing agreement for tafluprost, a prostaglandin analogue under investigation in the u.S. Tafluprost, preserved and preservative-free formulations, has received marketing approval for the reduction of elevated intraocular pressure (iOP) in open-angle glaucoma and ocular hypertension in several european and nordic countries as well as Japan, and has been filed for approval in additional european and Asia Pacific markets.

under the terms of the agreement, Merck will pay an undisclosed fee as well as milestones and royalty payments based on future sales of tafluprost (both preserved and preservative-free formulations) in exchange for exclusive commercial rights to tafluprost in Western europe (excluding germany), north America, South America and Africa. Santen will retain commercial rights to tafluprost in most countries in eastern europe, northern europe and Asia Pacific, including Japan. Merck will provide promotion support to Santen in germany and Poland. if tafluprost is approved in the u.S., Santen has an option to co-promote it there.

“Today’s announcement is an important milestone in the development and commercialization of tafluprost,” said Akira Kurokawa, president and ceO of Santen ltd. “Through this licensing agreement with Merck, we are well positioned to significantly expand our access to additional markets.”

“The licensing of tafluprost from Santen, a company with extensive experience in ophthalmics, further expands Merck’s strong portfolio of topical treatments in ophthalmology,” said Vlad hogenhuis, M.D., senior vice president and general manager, neuroscience and Ophthalmology, Merck. “After 50 years, Merck remains committed to advancing ophthalmic research and expanding global outreach to improve therapeutic options for patients.”

6 7

Vernakalant (iV) is an investigational candidate being evaluated for its ability to terminate an atrial fibrillation episode and return the heart to normal rhythm. cardiome’s co-development partner in north America, Astellas Pharma u.S., inc., submitted a new Drug Application with the u.S. Food and Drug Administration (FDA) for KYnAPiD™ (vernakalant hydrochloride) injection in December 2006 that included results from two pivotal Phase iii clinical trials. in December 2007, the cardiovascular and Renal Drugs Advisory committee recommended that the FDA approve vernakalant (iV) for rapid conversion of atrial fibrillation. in August 2008, the FDA issued an Approvable action letter requesting additional information.

Vernakalant (oral) is being evaluated as an oral maintenance therapy for the long-term prevention of atrial fibrillation recurrence. A Phase iib double-blind, placebo-controlled, randomized, dose-ranging clinical trial in patients at risk of recurrent atrial fibrillation showed that at the 500 mg dose, vernakalant (oral) significantly reduced the rate of atrial fibrillation relapse as compared to placebo.

The effectiveness of the collaboration agreement is subject to the expiration or earlier termination of the waiting period under the hart-Scott-Rodino Antitrust improvements Act, if applicable, as well as other customary closing conditions. The agreement between cardiome and Astellas Pharma u.S., inc. for vernakalant (iV) in the united States, canada and Mexico is unaffected by this agreement.

Merck & Co., Inc. and Santen Sign Licensing Agreement In OphthalmologyWhiTehOuSe STATiOn, neW JeRSeY, April 15, 2009

Merck & co., inc. and Santen Pharmaceutical co., ltd. today announced a worldwide licensing agreement for tafluprost, a prostaglandin analogue under investigation in the u.S. Tafluprost, preserved and preservative-free formulations, has received marketing approval for the reduction of elevated intraocular pressure (iOP) in open-angle glaucoma and ocular hypertension in several european and nordic countries as well as Japan, and has been filed for approval in additional european and Asia Pacific markets.

under the terms of the agreement, Merck will pay an undisclosed fee as well as milestones and royalty payments based on future sales of tafluprost (both preserved and preservative-free formulations) in exchange for exclusive commercial rights to tafluprost in Western europe (excluding germany), north America, South America and Africa. Santen will retain commercial rights to tafluprost in most countries in eastern europe, northern europe and Asia Pacific, including Japan. Merck will provide promotion support to Santen in germany and Poland. if tafluprost is approved in the u.S., Santen has an option to co-promote it there.

“Today’s announcement is an important milestone in the development and commercialization of tafluprost,” said Akira Kurokawa, president and ceO of Santen ltd. “Through this licensing agreement with Merck, we are well positioned to significantly expand our access to additional markets.”

“The licensing of tafluprost from Santen, a company with extensive experience in ophthalmics, further expands Merck’s strong portfolio of topical treatments in ophthalmology,” said Vlad hogenhuis, M.D., senior vice president and general manager, neuroscience and Ophthalmology, Merck. “After 50 years, Merck remains committed to advancing ophthalmic research and expanding global outreach to improve therapeutic options for patients.”

8 9

Galapagos Enters Strategic Alliance In Inflammatory Diseases With Merck & Co., Inc.

Galapagos to Discover Small Molecule Candidate Drugs for Preclinical Development

Upfront Fee, Milestones on Preclinical and Clinical Development of Small Molecule Candidates, Plus Royalties on Worldwide Sales

Mechelen, BelgiuM, April 20, 2009

galapagos nV (euronext: glPg) announced today that it has entered into a multi-year global strategic alliance with Merck & co., inc., through an affiliate, to develop potential new therapies in inflammatory diseases.

galapagos will be responsible for the discovery and pre-clinical development of new small molecule candidate drugs based on novel galapagos targets. Merck will have the exclusive option to license each candidate for clinical development and commercialization on a worldwide basis. The alliance will make use of galapagos’ proprietary SilenceSelect® target discovery platform for identification of novel targets in inflammatory diseases. After validation, targets will be selected by a joint steering committee and entered into screening and chemistry by galapagos. Merck has the option to acquire an exclusive license to each candidate drug and upon exercise of such an option. Merck will be responsible for the development and commercialization of the candidate drug. galapagos may execute phase i clinical studies and will have the right to further develop and commercialize certain compounds for which Merck does not exercise its exclusive option.

under the terms of the agreement, galapagos will receive an upfront fee of euR 2.5 million from Merck. in addition, galapagos is eligible to receive discovery, development and regulatory milestone payments that could potentially exceed euR 192 million total for multiple products, as well as specific sales milestones and royalties upon commercialization of any products covered under the agreement.

“This new alliance with Merck in inflammatory diseases, our sixth pharma alliance to date, underscores the quality and versatility of galapagos’ target discovery platform,” said Onno van de Stolpe, ceO. “galapagos has proven it delivers on its alliance programs, making us attractive to potential pharma partners seeking to fill their pipelines with medicines based on novel modes of action.”

Merck & Co., Inc., Medarex, Inc. and Massachusetts Biologic Laboratories Sign Exclusive Licensing Agreement for Investigational Monoclonal Antibody Combination for Clostridium Difficile InfectionWhiTehOuSe STATiOn, neW JeRSeY, PRinceTOn, neW JeRSeY, and JAMAicA PlAin, MASSAchuSeTTS, April 21, 2009

Merck & co., inc. (through an affiliate), Medarex, inc. (nASDAQ: MeDX) and Massachusetts Biologic laboratories (MBl) of the university of Massachusetts Medical School (uMMS) today announced that they have signed an exclusive worldwide license agreement for cDA-1 and cDB-1 (also known as MDX-066/MDX-1388 and MBl-cDA1/MBl-cDB1), an investigational fully human monoclonal antibody combination developed to target and neutralize Clostridium difficile toxins A and B, for the treatment of C. difficile infection (cDi). cDA-1 and cDB-1 were co-developed by Medarex and MBl.

under the terms of the agreement, Merck gains worldwide rights to develop and commercialize cDA-1 and cDB-1. Medarex and MBl will receive an upfront payment of $60 million and are potentially eligible to receive additional cash payments up to $165 million upon achievement of certain milestones associated with the development and approval of a drug candidate covered by this agreement. upon commercialization, Medarex and MBl also will be eligible to receive double-digit royalties on product sales and milestones if certain sales targets are met. in accordance with the co-development agreement between Medarex and MBl, all payments will be divided equally.

The incidence of C. difficile infection (cDi) in the u.S. is rapidly increasing, with rates doubling from 2000 to 2005. The centers for Disease control and Prevention has projected that there will be as many as 750,000 cases of cDi per year by 2010.

“C. difficile infection is the primary cause of infectious diarrhea in hospitalized elderly patients in developed countries,” said Tony Ford-hutchinson, Ph.D., senior vice president and franchise head, infectious Diseases and Vaccines, Merck Research laboratories. “This agreement underscores Merck’s ongoing commitment to infectious disease and our strategy of licensing promising candidates with the potential to address serious unmet medical needs.”

“Discovering and developing an effective new treatment for a significant public health threat is the mission of MBl,” said Donna Ambrosino, M.D., executive director of MBl and professor of pediatrics at uMMS. “We are delighted that through this license agreement, this candidate will advance toward final clinical studies and thus will potentially be available to patients in the shortest possible time.”

“This agreement exemplifies our ability to execute our corporate strategy combining creative science with an industry-leading platform to successfully enter into partnerships that are financially attractive and value-enhancing,” said howard h. Pien, chairman and chief executive officer of

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Galapagos Enters Strategic Alliance In Inflammatory Diseases With Merck & Co., Inc.

Galapagos to Discover Small Molecule Candidate Drugs for Preclinical Development

Upfront Fee, Milestones on Preclinical and Clinical Development of Small Molecule Candidates, Plus Royalties on Worldwide Sales

Mechelen, BelgiuM, April 20, 2009

galapagos nV (euronext: glPg) announced today that it has entered into a multi-year global strategic alliance with Merck & co., inc., through an affiliate, to develop potential new therapies in inflammatory diseases.

galapagos will be responsible for the discovery and pre-clinical development of new small molecule candidate drugs based on novel galapagos targets. Merck will have the exclusive option to license each candidate for clinical development and commercialization on a worldwide basis. The alliance will make use of galapagos’ proprietary SilenceSelect® target discovery platform for identification of novel targets in inflammatory diseases. After validation, targets will be selected by a joint steering committee and entered into screening and chemistry by galapagos. Merck has the option to acquire an exclusive license to each candidate drug and upon exercise of such an option. Merck will be responsible for the development and commercialization of the candidate drug. galapagos may execute phase i clinical studies and will have the right to further develop and commercialize certain compounds for which Merck does not exercise its exclusive option.

under the terms of the agreement, galapagos will receive an upfront fee of euR 2.5 million from Merck. in addition, galapagos is eligible to receive discovery, development and regulatory milestone payments that could potentially exceed euR 192 million total for multiple products, as well as specific sales milestones and royalties upon commercialization of any products covered under the agreement.

“This new alliance with Merck in inflammatory diseases, our sixth pharma alliance to date, underscores the quality and versatility of galapagos’ target discovery platform,” said Onno van de Stolpe, ceO. “galapagos has proven it delivers on its alliance programs, making us attractive to potential pharma partners seeking to fill their pipelines with medicines based on novel modes of action.”

Merck & Co., Inc., Medarex, Inc. and Massachusetts Biologic Laboratories Sign Exclusive Licensing Agreement for Investigational Monoclonal Antibody Combination for Clostridium Difficile InfectionWhiTehOuSe STATiOn, neW JeRSeY, PRinceTOn, neW JeRSeY, and JAMAicA PlAin, MASSAchuSeTTS, April 21, 2009

Merck & co., inc. (through an affiliate), Medarex, inc. (nASDAQ: MeDX) and Massachusetts Biologic laboratories (MBl) of the university of Massachusetts Medical School (uMMS) today announced that they have signed an exclusive worldwide license agreement for cDA-1 and cDB-1 (also known as MDX-066/MDX-1388 and MBl-cDA1/MBl-cDB1), an investigational fully human monoclonal antibody combination developed to target and neutralize Clostridium difficile toxins A and B, for the treatment of C. difficile infection (cDi). cDA-1 and cDB-1 were co-developed by Medarex and MBl.

under the terms of the agreement, Merck gains worldwide rights to develop and commercialize cDA-1 and cDB-1. Medarex and MBl will receive an upfront payment of $60 million and are potentially eligible to receive additional cash payments up to $165 million upon achievement of certain milestones associated with the development and approval of a drug candidate covered by this agreement. upon commercialization, Medarex and MBl also will be eligible to receive double-digit royalties on product sales and milestones if certain sales targets are met. in accordance with the co-development agreement between Medarex and MBl, all payments will be divided equally.

The incidence of C. difficile infection (cDi) in the u.S. is rapidly increasing, with rates doubling from 2000 to 2005. The centers for Disease control and Prevention has projected that there will be as many as 750,000 cases of cDi per year by 2010.

“C. difficile infection is the primary cause of infectious diarrhea in hospitalized elderly patients in developed countries,” said Tony Ford-hutchinson, Ph.D., senior vice president and franchise head, infectious Diseases and Vaccines, Merck Research laboratories. “This agreement underscores Merck’s ongoing commitment to infectious disease and our strategy of licensing promising candidates with the potential to address serious unmet medical needs.”

“Discovering and developing an effective new treatment for a significant public health threat is the mission of MBl,” said Donna Ambrosino, M.D., executive director of MBl and professor of pediatrics at uMMS. “We are delighted that through this license agreement, this candidate will advance toward final clinical studies and thus will potentially be available to patients in the shortest possible time.”

“This agreement exemplifies our ability to execute our corporate strategy combining creative science with an industry-leading platform to successfully enter into partnerships that are financially attractive and value-enhancing,” said howard h. Pien, chairman and chief executive officer of

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Medarex. “We will continue to invest in our growing pipeline of innovative product candidates to address significant unmet medical needs, advance them to proof of concept and explore strategic options, either through partnership or by advancing the candidate ourselves, that would create long-term value for Medarex shareholders.”

Top-line results from a Phase ii multicenter, randomized, double-blind, placebo-controlled trial evaluating cDA-1/cDB-1 provided evidence of a statistically significant reduction in the rate of recurrence of cDi compared with placebo. in the study, 200 patients symptomatic with an acute episode of cDi receiving standard-of-care antibiotics (metronidazole or vancomycin) were randomized to receive intravenous cDA-1/cDB-1 or intravenous placebo. An oral presentation of the Phase ii data is scheduled at the upcoming Digestive Disease Week (DDW) in chicago on June 2, 2009, at 2:15 p.m. local time.

UTSA, Health Science Center Collaborate With Merck & Co., Inc. to Develop Chlamydia Vaccine SAn AnTOniO, TeXAS, April 27, 2009

The university of Texas at San Antonio (uTSA) and The university of Texas health Science center at San Antonio (health Science center) today announced an exclusive license and sponsored research agreement with Merck & co., inc. to develop a vaccine for chlamydia, targeting the common sexually transmitted bacterium Chlamydia trachomatis.

under the terms of the agreement with the two university of Texas institutions, Merck will provide funding for research to uTSA and the health Science center, whose collaborative team of researchers was the first to demonstrate that, in animal models of genital chlamydial infection, a vaccine composed of a select group of recombinant C. trachomatis antigens can successfully accelerate bacterial clearance, and importantly, preserve female reproductive function. Scientists from Merck and uT will collaborate closely in research directed toward development of an effective chlamydia vaccine.

The Merck license is the first revenue-producing license for any technology developed at uTSA. upon execution of the license, Merck paid the university an upfront fee, and reimbursed uT for past patent expenses. going forward, the license is structured to provide payments to the university as vaccine candidates advance through development and are commercialized. Specific financial details were not disclosed. The license is also noteworthy because it is the first exclusive license negotiated and executed by South Texas Technology Management (STTM) for technology shared by two of the four university of Texas System institutions the office serves.

“interinstitutional partnerships lend themselves to generating interdisciplinary solutions, which in this case is an unmet medical need,” said Kenneth Porter, uTSA/health Science center assistant vice president for technology transfer, and director of STTM. “STTM occupies a unique position among uT institutions and can facilitate the activities of such partnerships, especially with respect to providing public access to academic discoveries.”

“Research collaboration between uT institutions and private industry is not only advantageous to improving public health, it is imperative,” uTSA President Ricardo Romo said. “This agreement demonstrates our commitment to build uTSA into a top 100 research university and the next great Texas university.”

Said Brian herman, the health Science center’s vice president for research: “The health Science center strives not only to make discoveries that improve the quality of life, but also to make sure these breakthroughs are rapidly disseminated through the commercialization process so they can help as many people as possible. We welcome this opportunity to further advance our already successful relationship with uTSA, and we believe that people, especially those of South Texas, will benefit substantially from this partnership.”

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Medarex. “We will continue to invest in our growing pipeline of innovative product candidates to address significant unmet medical needs, advance them to proof of concept and explore strategic options, either through partnership or by advancing the candidate ourselves, that would create long-term value for Medarex shareholders.”

Top-line results from a Phase ii multicenter, randomized, double-blind, placebo-controlled trial evaluating cDA-1/cDB-1 provided evidence of a statistically significant reduction in the rate of recurrence of cDi compared with placebo. in the study, 200 patients symptomatic with an acute episode of cDi receiving standard-of-care antibiotics (metronidazole or vancomycin) were randomized to receive intravenous cDA-1/cDB-1 or intravenous placebo. An oral presentation of the Phase ii data is scheduled at the upcoming Digestive Disease Week (DDW) in chicago on June 2, 2009, at 2:15 p.m. local time.

UTSA, Health Science Center Collaborate With Merck & Co., Inc. to Develop Chlamydia Vaccine SAn AnTOniO, TeXAS, April 27, 2009

The university of Texas at San Antonio (uTSA) and The university of Texas health Science center at San Antonio (health Science center) today announced an exclusive license and sponsored research agreement with Merck & co., inc. to develop a vaccine for chlamydia, targeting the common sexually transmitted bacterium Chlamydia trachomatis.

under the terms of the agreement with the two university of Texas institutions, Merck will provide funding for research to uTSA and the health Science center, whose collaborative team of researchers was the first to demonstrate that, in animal models of genital chlamydial infection, a vaccine composed of a select group of recombinant C. trachomatis antigens can successfully accelerate bacterial clearance, and importantly, preserve female reproductive function. Scientists from Merck and uT will collaborate closely in research directed toward development of an effective chlamydia vaccine.

The Merck license is the first revenue-producing license for any technology developed at uTSA. upon execution of the license, Merck paid the university an upfront fee, and reimbursed uT for past patent expenses. going forward, the license is structured to provide payments to the university as vaccine candidates advance through development and are commercialized. Specific financial details were not disclosed. The license is also noteworthy because it is the first exclusive license negotiated and executed by South Texas Technology Management (STTM) for technology shared by two of the four university of Texas System institutions the office serves.

“interinstitutional partnerships lend themselves to generating interdisciplinary solutions, which in this case is an unmet medical need,” said Kenneth Porter, uTSA/health Science center assistant vice president for technology transfer, and director of STTM. “STTM occupies a unique position among uT institutions and can facilitate the activities of such partnerships, especially with respect to providing public access to academic discoveries.”

“Research collaboration between uT institutions and private industry is not only advantageous to improving public health, it is imperative,” uTSA President Ricardo Romo said. “This agreement demonstrates our commitment to build uTSA into a top 100 research university and the next great Texas university.”

Said Brian herman, the health Science center’s vice president for research: “The health Science center strives not only to make discoveries that improve the quality of life, but also to make sure these breakthroughs are rapidly disseminated through the commercialization process so they can help as many people as possible. We welcome this opportunity to further advance our already successful relationship with uTSA, and we believe that people, especially those of South Texas, will benefit substantially from this partnership.”

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“external scientific collaborations such as this are an essential and integral aspect of our research strategy,” said John Shiver, vice president and infectious Disease franchise head of worldwide basic research, Merck Research laboratories. “We look forward to working closely to translate the promising early results of the uT team into an investigational candidate that together we can then advance toward the clinic.”

“This is an exciting development in the fight against infectious diseases, highlighting the outstanding research in microbiology and immunology occurring at uTSA and the health Science center, and it demonstrates the power of these two sister institutions working together to improve human health,” said Karl Klose, director of uTSA’s South Texas center for emerging infectious Diseases (STceiD) and professor of microbiology in uTSA’s Department of Biology.

AstraZeneca and Merck & Co., Inc. Form Pioneering Collaboration to Investigate Novel Combination Anticancer RegimenlOnDOn, englAnD, and WhiTehOuSe STATiOn, neW JeRSeY, June 1, 2009

AstraZeneca and Merck & co., inc. today announced a collaboration to research a novel combination anticancer regimen composed of two investigational compounds, MK-2206 from Merck and AZD6244 (ARRY-886) from AstraZeneca.

Preclinical evidence indicates that combined administration of these compounds could enhance their anticancer properties. This is the first time that two large pharmaceutical companies have established a collaboration to evaluate the potential for combining candidate molecules at such an early stage of development. The collaboration will more quickly advance a potentially promising anticancer treatment. in general, such combinations would only be studied when one or both of the drugs has entered late-stage development or received marketing approval.

under the terms of the agreement, AstraZeneca and Merck will work together to evaluate coadministration of the compounds in a Phase i clinical trial for the treatment of solid cancer tumors. All development costs will be shared jointly. Following the Phase i trial, the companies will consider opportunities for further clinical development.

each candidate is designed to inhibit a protein known to be abnormally activated in human cancers. in preclinical studies, AZD6244 has been shown to affect MeK (mitogen-activated protein kinase 1), an important signal that promotes cancer cell growth and survival. AZD6244 has completed Phase i evaluation, demonstrating proof of mechanism, and several Phase ii monotherapy studies, which showed evidence of clinical activity. it is currently in Phase ii clinical trials in a range of tumor types.

Merck’s MK-2206 has demonstrated an effect on AKT (a component of the phosphatidylinositol-3 kinase pathway), an important signal promoting cancer cell survival. Phase i clinical data on MK-2206 were presented this week at the American Society of clinical Oncology annual meeting.

“There is strong scientific rationale to suggest that the potential benefit to cancer patients of this combination may far exceed the sum of the parts,” said gary gilliland, senior vice president and franchise head, Oncology, Merck Research laboratories. “in order to harness the true potential of the combined administration of the compounds, AstraZeneca and Merck have established a pioneering, early-stage collaboration based on our mutual determination to develop impactful therapies that improve patients’ lives.”

“This collaboration brings together two leading companies with a wealth of expertise in oncology,” said Alan Barge, vice president and head of Oncology at AstraZeneca. “Through this agreement we are well positioned to implement a detailed and timely evaluation of the therapeutic potential of this novel combination, with the aim of bringing this potentially effective regimen to patients as rapidly as possible.”

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“external scientific collaborations such as this are an essential and integral aspect of our research strategy,” said John Shiver, vice president and infectious Disease franchise head of worldwide basic research, Merck Research laboratories. “We look forward to working closely to translate the promising early results of the uT team into an investigational candidate that together we can then advance toward the clinic.”

“This is an exciting development in the fight against infectious diseases, highlighting the outstanding research in microbiology and immunology occurring at uTSA and the health Science center, and it demonstrates the power of these two sister institutions working together to improve human health,” said Karl Klose, director of uTSA’s South Texas center for emerging infectious Diseases (STceiD) and professor of microbiology in uTSA’s Department of Biology.

AstraZeneca and Merck & Co., Inc. Form Pioneering Collaboration to Investigate Novel Combination Anticancer RegimenlOnDOn, englAnD, and WhiTehOuSe STATiOn, neW JeRSeY, June 1, 2009

AstraZeneca and Merck & co., inc. today announced a collaboration to research a novel combination anticancer regimen composed of two investigational compounds, MK-2206 from Merck and AZD6244 (ARRY-886) from AstraZeneca.

Preclinical evidence indicates that combined administration of these compounds could enhance their anticancer properties. This is the first time that two large pharmaceutical companies have established a collaboration to evaluate the potential for combining candidate molecules at such an early stage of development. The collaboration will more quickly advance a potentially promising anticancer treatment. in general, such combinations would only be studied when one or both of the drugs has entered late-stage development or received marketing approval.

under the terms of the agreement, AstraZeneca and Merck will work together to evaluate coadministration of the compounds in a Phase i clinical trial for the treatment of solid cancer tumors. All development costs will be shared jointly. Following the Phase i trial, the companies will consider opportunities for further clinical development.

each candidate is designed to inhibit a protein known to be abnormally activated in human cancers. in preclinical studies, AZD6244 has been shown to affect MeK (mitogen-activated protein kinase 1), an important signal that promotes cancer cell growth and survival. AZD6244 has completed Phase i evaluation, demonstrating proof of mechanism, and several Phase ii monotherapy studies, which showed evidence of clinical activity. it is currently in Phase ii clinical trials in a range of tumor types.

Merck’s MK-2206 has demonstrated an effect on AKT (a component of the phosphatidylinositol-3 kinase pathway), an important signal promoting cancer cell survival. Phase i clinical data on MK-2206 were presented this week at the American Society of clinical Oncology annual meeting.

“There is strong scientific rationale to suggest that the potential benefit to cancer patients of this combination may far exceed the sum of the parts,” said gary gilliland, senior vice president and franchise head, Oncology, Merck Research laboratories. “in order to harness the true potential of the combined administration of the compounds, AstraZeneca and Merck have established a pioneering, early-stage collaboration based on our mutual determination to develop impactful therapies that improve patients’ lives.”

“This collaboration brings together two leading companies with a wealth of expertise in oncology,” said Alan Barge, vice president and head of Oncology at AstraZeneca. “Through this agreement we are well positioned to implement a detailed and timely evaluation of the therapeutic potential of this novel combination, with the aim of bringing this potentially effective regimen to patients as rapidly as possible.”

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Xenon Enters Cardiovascular Disease Collaboration With Merck & Co., Inc.VAncOuVeR, cAnADA, June 11, 2009

Xenon Pharmaceuticals inc. today announced a strategic alliance with Merck & co., inc., through an affiliate, to discover and develop novel small molecule candidates for the potential treatment of cardiovascular disease.

“We are very excited to be collaborating with Merck to define new therapeutics in the area of cardiovascular diseases,” said Simon Pimstone, President and ceO of Xenon. “With this deal, Xenon is continuing its strategy of risk mitigation by select partnering, while retaining ownership of other programs.”

in collaboration with Merck, Xenon will perform validation studies using its clinical genetics platform, as well as drug discovery and select preclinical development of small molecule compounds for those targets selected by a joint steering committee.

under the terms of the agreement, Merck has the option to exclusively license targets and compounds from Xenon for development and commercialization. in return, Xenon receives research funding and is eligible for option exercise fees, research, development and regulatory milestone payments of up to uS$94.5 million for the first target and up to uS$89.5 million for each subsequent target. in addition, Merck will pay Xenon undisclosed royalties on sales of products resulting from the collaboration. Xenon retains the right to develop and commercialize certain compounds for which Merck does not exercise its option.

Michael hayden, cSO of Xenon, added: “We recognize that Merck is a leading pharmaceutical company with significant presence in and commitment to the cardiovascular space, and they are an ideal strategic partner for Xenon. This new alliance, which represents our fifth partnership with a major pharmaceutical company, once again highlights Xenon’s R&D capabilities and validates our drug discovery platform.”

Adimab Launches Novel Antibody Discovery Platform and Announces Discovery Programs With Merck and RocheleBAnOn, neW hAMPShiRe, June 16, 2009

Adimab, inc., an emerging leader in the discovery of fully human antibodies, today announced the launch of a unique human antibody discovery platform based on the first fully synthetic human pre-immune igg repertoire. Adimab’s yeast-based platform offers unprecedented epitope coverage and allows for the discovery of high affinity full-length human iggs in extremely rapid time frames. in addition, Adimab announced two major research collaborations.

Adimab and Merck & co., inc., of Whitehouse Station, nJ, have entered into a collaboration whereby Adimab will use its proprietary yeast-based antibody discovery platform to identify fully human antibodies against targets selected by Merck. The agreement grants Merck the right to commercialize antibodies generated from the collaboration as therapeutic products.

in a separate deal, Adimab and Roche, of Basel, Switzerland, have initiated a research program whereby Adimab will use its proprietary yeast-based antibody discovery platform to identify fully human antibodies against a target selected by Roche. The agreement allows Roche the right to commercialize antibodies generated from the collaboration as therapeutic and diagnostic products.

under the terms of the agreements, Adimab will receive various upfront payments, preclinical milestones and licensing fees. in addition, Adimab is eligible to receive clinical development milestones, commercial milestones and royalties on therapeutic and diagnostic product sales.

“Adimab has developed a disruptive technology in the antibody discovery space,” said Tillman gerngross, Adimab’s ceO and co-founder. “The speed, robustness and diversity of our platform will provide drug developers with meaningful advantages over current discovery technologies, and we believe this approach has the potential to become a new standard in the industry.”

”The execution of discovery agreements with two of the top ten pharmaceutical companies based on Adimab’s platform underscores the demand for novel technical approaches and more flexible business solutions in antibody discovery,” stated guy van Meter, Senior Director of Business Development. “We are continuing to get significant traction with potential collaborators and expect the partnering momentum to continue in 2009.”

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Xenon Enters Cardiovascular Disease Collaboration With Merck & Co., Inc.VAncOuVeR, cAnADA, June 11, 2009

Xenon Pharmaceuticals inc. today announced a strategic alliance with Merck & co., inc., through an affiliate, to discover and develop novel small molecule candidates for the potential treatment of cardiovascular disease.

“We are very excited to be collaborating with Merck to define new therapeutics in the area of cardiovascular diseases,” said Simon Pimstone, President and ceO of Xenon. “With this deal, Xenon is continuing its strategy of risk mitigation by select partnering, while retaining ownership of other programs.”

in collaboration with Merck, Xenon will perform validation studies using its clinical genetics platform, as well as drug discovery and select preclinical development of small molecule compounds for those targets selected by a joint steering committee.

under the terms of the agreement, Merck has the option to exclusively license targets and compounds from Xenon for development and commercialization. in return, Xenon receives research funding and is eligible for option exercise fees, research, development and regulatory milestone payments of up to uS$94.5 million for the first target and up to uS$89.5 million for each subsequent target. in addition, Merck will pay Xenon undisclosed royalties on sales of products resulting from the collaboration. Xenon retains the right to develop and commercialize certain compounds for which Merck does not exercise its option.

Michael hayden, cSO of Xenon, added: “We recognize that Merck is a leading pharmaceutical company with significant presence in and commitment to the cardiovascular space, and they are an ideal strategic partner for Xenon. This new alliance, which represents our fifth partnership with a major pharmaceutical company, once again highlights Xenon’s R&D capabilities and validates our drug discovery platform.”

Adimab Launches Novel Antibody Discovery Platform and Announces Discovery Programs With Merck and RocheleBAnOn, neW hAMPShiRe, June 16, 2009

Adimab, inc., an emerging leader in the discovery of fully human antibodies, today announced the launch of a unique human antibody discovery platform based on the first fully synthetic human pre-immune igg repertoire. Adimab’s yeast-based platform offers unprecedented epitope coverage and allows for the discovery of high affinity full-length human iggs in extremely rapid time frames. in addition, Adimab announced two major research collaborations.

Adimab and Merck & co., inc., of Whitehouse Station, nJ, have entered into a collaboration whereby Adimab will use its proprietary yeast-based antibody discovery platform to identify fully human antibodies against targets selected by Merck. The agreement grants Merck the right to commercialize antibodies generated from the collaboration as therapeutic products.

in a separate deal, Adimab and Roche, of Basel, Switzerland, have initiated a research program whereby Adimab will use its proprietary yeast-based antibody discovery platform to identify fully human antibodies against a target selected by Roche. The agreement allows Roche the right to commercialize antibodies generated from the collaboration as therapeutic and diagnostic products.

under the terms of the agreements, Adimab will receive various upfront payments, preclinical milestones and licensing fees. in addition, Adimab is eligible to receive clinical development milestones, commercial milestones and royalties on therapeutic and diagnostic product sales.

“Adimab has developed a disruptive technology in the antibody discovery space,” said Tillman gerngross, Adimab’s ceO and co-founder. “The speed, robustness and diversity of our platform will provide drug developers with meaningful advantages over current discovery technologies, and we believe this approach has the potential to become a new standard in the industry.”

”The execution of discovery agreements with two of the top ten pharmaceutical companies based on Adimab’s platform underscores the demand for novel technical approaches and more flexible business solutions in antibody discovery,” stated guy van Meter, Senior Director of Business Development. “We are continuing to get significant traction with potential collaborators and expect the partnering momentum to continue in 2009.”

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Merck & Co., Inc. and Portola Enter Worldwide License Agreement to Develop and Commercialize Betrixaban, a Novel Investigational Oral Anticoagulant for Cardiovascular DiseaseWhiTehOuSe STATiOn, neW JeRSeY and SOuTh SAn FRAnciScO, cAliFORniA, July 9, 2009

Merck & co., inc. and Portola Pharmaceuticals, inc. today announced they have signed an exclusive global collaboration and license agreement for the development and commercialization of betrixaban, an investigational oral Factor Xa inhibitor anticoagulant currently in Phase ii clinical development for the prevention of stroke in patients with atrial fibrillation (SPAF).

“Betrixaban represents an important addition to our late-stage portfolio, with the potential to be a significant medicine in the Factor Xa inhibitor class,” said luciano Rossetti, M.D., senior vice president and franchise head, Atherosclerosis and cardiovascular, Merck Research laboratories. “This agreement reinforces Merck’s focus on developing an innovative portfolio of products for the treatment and management of multiple aspects of cardiovascular disease.”

in return for an exclusive worldwide license to betrixaban, Merck will pay Portola an initial fee of $50 million. Portola is eligible to receive additional cash payments totaling up to $420 million upon achievement of certain development, regulatory and commercialization milestones, as well as double-digit royalties on worldwide sales of betrixaban, if approved. Merck will assume all development and commercialization costs, including the costs of Phase iii clinical trials. Portola has retained an option to co-fund Phase iii clinical trials in return for additional royalties and to co-promote betrixaban with Merck in the united States.

Betrixaban is an oral anticoagulant agent that directly inhibits Factor Xa, an important validated target in the blood coagulation pathway. novel oral Factor Xa inhibitors are in development to help address the limitations of current anticoagulants such as warfarin. Warfarin, the most frequently prescribed anticoagulant in north America, is associated with risks of bleeding as well as drug and food interactions that require its use to be routinely monitored.

“Merck is a proven global leader and innovator in cardiovascular medicine and is an ideal partner with which to further develop this promising drug,” said charles homcy, M.D., president and chief executive officer of Portola. “This is the second major collaboration we have announced this year, validating the high quality of our drug candidates and the expertise of our research and development team. This represents a significant milestone for the company and we now have over $175 million in cash to further advance the rest of our valuable proprietary pipeline.”

The effectiveness of the collaboration agreement is subject to the expiration or earlier termination of the waiting period under the hart-Scott-Rodino Antitrust improvements Act, if applicable, as well as other customary closing conditions.

Merck & Co., Inc. and Drugs for Neglected Diseases initiative Collaborate to Find Treatments for World’s Most Neglected Tropical DiseasesnAiROBi, KenYA, and WhiTehOuSe STATiOn, neW JeRSeY, June 22, 2009

On the eve of an international meeting bringing together 200 African researchers to discuss progress on research for neglected tropical diseases (nTD), Merck & co., inc. and the not-for-profit Drugs for neglected Diseases initiative (DnDi) announced a master agreement to support discovery and development of improved treatments for nTDs.

The agreement covers a wide range of nTDs including visceral leishmaniasis and chagas disease that infect millions of people. As with many other nTDs, there are no adequate treatments available for the world’s poorest people. current therapies may be toxic, prohibitively expensive, or difficult to administer, particularly in resource-poor settings.

under terms of the agreement, Merck will contribute small molecule assets and related intellectual property via a non-exclusive, royalty-free license to DnDi to conduct early development programs for drug candidates for the treatment of nTDs like visceral leishmaniasis and chagas disease. Further, the structure of the agreement has the potential to include multiple projects relevant to the spectrum of nTDs. Merck and DnDi will share joint intellectual property on drug candidates generated through early development. Merck will retain the option to undertake late clinical development and registration of drug candidates at its own expense or in partnership.

“We are excited by this collaboration as it represents the kind of sustainable, long-term commitment, which helps us to address critical gaps in drug development for neglected diseases.” commented Dr. Shing chang, research and development director of DnDi. “collaborating with companies like Merck, who can commit themselves through industrial development, ensures that the best science will be made available to address the needs of the most neglected patients.“

“Merck has a long history of developing treatments for neglected diseases such as river blindness (onchocerciasis), and we are proud to collaborate with DnDi on this important initiative,“ said Mervyn J Turner, chief strategy officer, Merck & co., inc. “Through this unique partnership, we hope to accelerate the discovery and development of medicines that will help people in some of the poorest nations.”

Both organizations have a legacy of developing and making available treatments which have provided an immediate global health impact. For example, with industrial partners, DnDi has made available two fixed-dose antimalarial medicines, which have already saved the lives of millions of people. Merck’s discovery and development of ivermectin enabled their ongoing donation program to fight river blindness and lymphatic filariasis.

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Merck & Co., Inc. and Portola Enter Worldwide License Agreement to Develop and Commercialize Betrixaban, a Novel Investigational Oral Anticoagulant for Cardiovascular DiseaseWhiTehOuSe STATiOn, neW JeRSeY and SOuTh SAn FRAnciScO, cAliFORniA, July 9, 2009

Merck & co., inc. and Portola Pharmaceuticals, inc. today announced they have signed an exclusive global collaboration and license agreement for the development and commercialization of betrixaban, an investigational oral Factor Xa inhibitor anticoagulant currently in Phase ii clinical development for the prevention of stroke in patients with atrial fibrillation (SPAF).

“Betrixaban represents an important addition to our late-stage portfolio, with the potential to be a significant medicine in the Factor Xa inhibitor class,” said luciano Rossetti, M.D., senior vice president and franchise head, Atherosclerosis and cardiovascular, Merck Research laboratories. “This agreement reinforces Merck’s focus on developing an innovative portfolio of products for the treatment and management of multiple aspects of cardiovascular disease.”

in return for an exclusive worldwide license to betrixaban, Merck will pay Portola an initial fee of $50 million. Portola is eligible to receive additional cash payments totaling up to $420 million upon achievement of certain development, regulatory and commercialization milestones, as well as double-digit royalties on worldwide sales of betrixaban, if approved. Merck will assume all development and commercialization costs, including the costs of Phase iii clinical trials. Portola has retained an option to co-fund Phase iii clinical trials in return for additional royalties and to co-promote betrixaban with Merck in the united States.

Betrixaban is an oral anticoagulant agent that directly inhibits Factor Xa, an important validated target in the blood coagulation pathway. novel oral Factor Xa inhibitors are in development to help address the limitations of current anticoagulants such as warfarin. Warfarin, the most frequently prescribed anticoagulant in north America, is associated with risks of bleeding as well as drug and food interactions that require its use to be routinely monitored.

“Merck is a proven global leader and innovator in cardiovascular medicine and is an ideal partner with which to further develop this promising drug,” said charles homcy, M.D., president and chief executive officer of Portola. “This is the second major collaboration we have announced this year, validating the high quality of our drug candidates and the expertise of our research and development team. This represents a significant milestone for the company and we now have over $175 million in cash to further advance the rest of our valuable proprietary pipeline.”

The effectiveness of the collaboration agreement is subject to the expiration or earlier termination of the waiting period under the hart-Scott-Rodino Antitrust improvements Act, if applicable, as well as other customary closing conditions.

Merck & Co., Inc. and Drugs for Neglected Diseases initiative Collaborate to Find Treatments for World’s Most Neglected Tropical DiseasesnAiROBi, KenYA, and WhiTehOuSe STATiOn, neW JeRSeY, June 22, 2009

On the eve of an international meeting bringing together 200 African researchers to discuss progress on research for neglected tropical diseases (nTD), Merck & co., inc. and the not-for-profit Drugs for neglected Diseases initiative (DnDi) announced a master agreement to support discovery and development of improved treatments for nTDs.

The agreement covers a wide range of nTDs including visceral leishmaniasis and chagas disease that infect millions of people. As with many other nTDs, there are no adequate treatments available for the world’s poorest people. current therapies may be toxic, prohibitively expensive, or difficult to administer, particularly in resource-poor settings.

under terms of the agreement, Merck will contribute small molecule assets and related intellectual property via a non-exclusive, royalty-free license to DnDi to conduct early development programs for drug candidates for the treatment of nTDs like visceral leishmaniasis and chagas disease. Further, the structure of the agreement has the potential to include multiple projects relevant to the spectrum of nTDs. Merck and DnDi will share joint intellectual property on drug candidates generated through early development. Merck will retain the option to undertake late clinical development and registration of drug candidates at its own expense or in partnership.

“We are excited by this collaboration as it represents the kind of sustainable, long-term commitment, which helps us to address critical gaps in drug development for neglected diseases.” commented Dr. Shing chang, research and development director of DnDi. “collaborating with companies like Merck, who can commit themselves through industrial development, ensures that the best science will be made available to address the needs of the most neglected patients.“

“Merck has a long history of developing treatments for neglected diseases such as river blindness (onchocerciasis), and we are proud to collaborate with DnDi on this important initiative,“ said Mervyn J Turner, chief strategy officer, Merck & co., inc. “Through this unique partnership, we hope to accelerate the discovery and development of medicines that will help people in some of the poorest nations.”

Both organizations have a legacy of developing and making available treatments which have provided an immediate global health impact. For example, with industrial partners, DnDi has made available two fixed-dose antimalarial medicines, which have already saved the lives of millions of people. Merck’s discovery and development of ivermectin enabled their ongoing donation program to fight river blindness and lymphatic filariasis.

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Depomed Provides License for Patents Covering Metformin Extended Release Technology to Merck & Co., Inc. MenlO PARK, cAliFORniA, July 22, 2009

Depomed, inc. (nASDAQ: DePO) today announced that it has provided a license to certain patents directed to metformin extended release technology to Merck & co., inc., to be used in developing fixed dose combinations of sitagliptin and extended release metformin.

“We are delighted to provide Merck with access to certain of our patents related to metformin extended release technology for this important potential therapy for type ii diabetes,” said carl A. Pelzel, president and chief executive officer of Depomed. “We are pleased to continue to execute on our plan to extract significant value from our delivery technology as we advance our late stage clinical development programs toward Phase 3 data later this year,” Mr. Pelzel added.

under terms of the agreement, Merck will receive a nonexclusive license as well as other rights to certain Depomed patents directed to metformin extended release technology. in exchange Depomed will receive a $10 million upfront fee. Depomed is also eligible to receive a milestone payment upon filing of the new Drug Application for the therapeutic candidate, as well as modest royalties on any net product sales for an agreed-upon period. Merck will also be granted a right of reference to the new Drug Application covering Depomed’s gluMeTZA® (extended release metformin hydrochloride tablets) product in Merck’s regulatory filings covering fixed dose combinations of sitagliptin and extended release metformin. Depomed has no development obligations under the agreement.

Wellcome Trust and Merck Launch First of Its Kind Joint Venture to Develop Affordable Vaccines for Low-Income Countries

GIndia-Based ‘Hilleman Laboratories’ to Operate on a Not-for-Profit Basis to Turn Innovative Science into Practical Solutions

Altaf A. Lal, Ph.D. Named as CEO; Hilleman Laboratories to Extend Legacy of Maurice Hilleman, Ph.D., the Creator of More than 30 Vaccines

lOnDOn, englAnD and WhiTehOuSe STATiOn, neW JeRSeY, September 17, 2009

The Wellcome Trust and Merck & co., inc. today announced the creation of the MSD Wellcome Trust hilleman laboratories (www.hillemanlaboratories.in), the first of its kind research and development joint venture with a not-for-profit mission to focus on developing affordable vaccines to prevent diseases that commonly affect low-income countries.

The joint venture marks the first time a research charity and a pharmaceutical company have partnered to form a separate entity with equally shared funding and decision-making rights. Pairing two of the world’s preeminent healthcare institutions provides an opportunity to integrate the best of both to drive the investment and expertise needed to develop and deliver vaccines to low-income countries.

The Vision: A Sustainable, Not-For-Profit Operating Model to Turn Innovative Science into Practical Solutions for Those in Greatest NeedThe heart of this concept is the creation of a sustainable R&D organization that operates like a business, but with a not-for-profit operating model, to address the vaccine needs of low income countries. As well as developing new vaccines in areas of unmet need, the hilleman laboratories will also work on optimizing existing vaccines, an important and powerful way of increasing the impact of vaccination in resource-limited settings. By working in partnership, the Wellcome Trust and Merck seek to achieve what neither can do alone.

“linking the ingenuity of academic research with the know-how of industry is vital if we are to produce a new generation of vaccines to reduce the burden of infectious diseases in low income countries,” said Sir Mark Walport, Director and ceO, the Wellcome Trust. “The hilleman laboratories partnership brings together the requisite skills in a powerful way and Merck is the ideal partner because of its impressive history of innovation and contributions to global health which provide a perfect complement to the Wellcome Trust mission to improve health in the developing world.”

“There is a critical need to develop new ways for scientific innovation to be translated effectively into new vaccines that can save lives and protect the health of people living in low income countries,” said Richard T. clark, chairman, President and ceO, Merck & co., inc. “We believe that success in bringing forward these new vaccines can be best achieved through productive

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Depomed Provides License for Patents Covering Metformin Extended Release Technology to Merck & Co., Inc. MenlO PARK, cAliFORniA, July 22, 2009

Depomed, inc. (nASDAQ: DePO) today announced that it has provided a license to certain patents directed to metformin extended release technology to Merck & co., inc., to be used in developing fixed dose combinations of sitagliptin and extended release metformin.

“We are delighted to provide Merck with access to certain of our patents related to metformin extended release technology for this important potential therapy for type ii diabetes,” said carl A. Pelzel, president and chief executive officer of Depomed. “We are pleased to continue to execute on our plan to extract significant value from our delivery technology as we advance our late stage clinical development programs toward Phase 3 data later this year,” Mr. Pelzel added.

under terms of the agreement, Merck will receive a nonexclusive license as well as other rights to certain Depomed patents directed to metformin extended release technology. in exchange Depomed will receive a $10 million upfront fee. Depomed is also eligible to receive a milestone payment upon filing of the new Drug Application for the therapeutic candidate, as well as modest royalties on any net product sales for an agreed-upon period. Merck will also be granted a right of reference to the new Drug Application covering Depomed’s gluMeTZA® (extended release metformin hydrochloride tablets) product in Merck’s regulatory filings covering fixed dose combinations of sitagliptin and extended release metformin. Depomed has no development obligations under the agreement.

Wellcome Trust and Merck Launch First of Its Kind Joint Venture to Develop Affordable Vaccines for Low-Income Countries

GIndia-Based ‘Hilleman Laboratories’ to Operate on a Not-for-Profit Basis to Turn Innovative Science into Practical Solutions

Altaf A. Lal, Ph.D. Named as CEO; Hilleman Laboratories to Extend Legacy of Maurice Hilleman, Ph.D., the Creator of More than 30 Vaccines

lOnDOn, englAnD and WhiTehOuSe STATiOn, neW JeRSeY, September 17, 2009

The Wellcome Trust and Merck & co., inc. today announced the creation of the MSD Wellcome Trust hilleman laboratories (www.hillemanlaboratories.in), the first of its kind research and development joint venture with a not-for-profit mission to focus on developing affordable vaccines to prevent diseases that commonly affect low-income countries.

The joint venture marks the first time a research charity and a pharmaceutical company have partnered to form a separate entity with equally shared funding and decision-making rights. Pairing two of the world’s preeminent healthcare institutions provides an opportunity to integrate the best of both to drive the investment and expertise needed to develop and deliver vaccines to low-income countries.

The Vision: A Sustainable, Not-For-Profit Operating Model to Turn Innovative Science into Practical Solutions for Those in Greatest NeedThe heart of this concept is the creation of a sustainable R&D organization that operates like a business, but with a not-for-profit operating model, to address the vaccine needs of low income countries. As well as developing new vaccines in areas of unmet need, the hilleman laboratories will also work on optimizing existing vaccines, an important and powerful way of increasing the impact of vaccination in resource-limited settings. By working in partnership, the Wellcome Trust and Merck seek to achieve what neither can do alone.

“linking the ingenuity of academic research with the know-how of industry is vital if we are to produce a new generation of vaccines to reduce the burden of infectious diseases in low income countries,” said Sir Mark Walport, Director and ceO, the Wellcome Trust. “The hilleman laboratories partnership brings together the requisite skills in a powerful way and Merck is the ideal partner because of its impressive history of innovation and contributions to global health which provide a perfect complement to the Wellcome Trust mission to improve health in the developing world.”

“There is a critical need to develop new ways for scientific innovation to be translated effectively into new vaccines that can save lives and protect the health of people living in low income countries,” said Richard T. clark, chairman, President and ceO, Merck & co., inc. “We believe that success in bringing forward these new vaccines can be best achieved through productive

20 21

partnerships. The Wellcome Trust’s strong track record in global public health and biomedical research combined with Merck’s expertise in the development and delivery of vaccines positions the hilleman laboratories to make a real and sustained difference.”

Merck and the Wellcome Trust will invest equally in the R&D joint venture, which will be primed with a combined cash contribution of 90 million gBP (approximately 130 million uSD) over the next seven years and will support a staff of approximately 60 researchers and developers. The venture will be based in india to facilitate engagement and partnership with a broad range of experts in vaccine research, policy and manufacturing to develop and mature its R&D pipeline.

The hilleman laboratories is designed to fill an important gap in how vaccines get developed. Many scientists from academia and government identify vaccine candidates potentially useful to developing countries, but then face significant technical challenges in designing suitable vaccine formulations, production processes and clinical programs. The hilleman laboratories will work to advance projects to ‘proof of concept’ by providing key expertise in product development and optimization that is typically available only within large vaccine companies. The hilleman laboratories will also work with vaccine manufacturers to ensure production can be scaled and that the vaccines are affordable. Through this model, the hilleman laboratories will help deliver vaccines to registration that are specifically designed to meet the needs and practical realities in developing countries.

While an initial portfolio of projects will be selected only after consultation with the international community and careful technical assessment, examples of the kind of programs being considered include developing vaccines that do not require refrigeration, and a vaccine against group A streptococci which causes more than 500,000 deaths per year worldwide. Providing some of the key input to the hilleman laboratories will be a Strategic Advisory group of internationally-recognized, independent experts. Dr. David heymann, chairman of the uK’s health Protection Agency and former Assistant Director-general of the World health Organization, will serve as chair of the panel.

The hilleman laboratories will operate with a combination of core funding from the founders, third party grants, and other revenue streams. Over time, it is envisaged it will receive compensation for its innovations where these are leveraged in higher income settings. The aim will be to attract multiple sources of income to support the mission of the organization so that its impact can be sustained as it builds on its early success.

Altaf Lal, Ph.D., Named CEOAltaf A. lal, Ph.D., has been appointed chief executive Officer of the hilleman laboratories. Dr. lal spent 20 years working for the national center for infectious Diseases at the u.S. centers for Disease control and Prevention (cDc) and was the chief of the Molecular Vaccine Section in the Division of Parasitic Diseases. Dr. lal is currently health Attaché and Department of health and human Services Regional Representative for South Asia at the embassy of the united States of America, new Delhi, india. his extensive experience in global public health gives him the expertise needed to lead this new public-private research partnership.

“if we are successful at building new partnerships and collaborations with governments, other companies and ngOs, i am confident that we will be successful in delivering vaccines to the people who need them.” said Dr. lal. “This is why i am making a firm commitment as ceO of this new venture to proceed by working in concert with the global vaccine community, obtaining feedback and input at every step.” Dr. lal will soon begin to appoint his staff and identify premises in india with the goal of being operational in 2010.

Recognizing and Extending the Legacy of Dr. Maurice HillemanThe new entity is named in honor of the pioneering vaccine scientist Maurice hilleman, Ph.D. Dr. hilleman is credited with the development of more than 30 vaccines, including measles, mumps, and hepatitis B during a career which included nearly 30 years at Merck. “Maurice hilleman was perhaps the single most influential public heath figure of the 20th century when you consider the millions of lives saved, and the countless people who were spared suffering because of his work,” said Anthony S. Fauci, M.D., Director of national institute of Allergy and infectious Disease, national institutes of health. “it is only fitting that such a novel endeavor, which aims to develop lifesaving vaccines for those in the developing countries, should be named in his honor.”

20 21

partnerships. The Wellcome Trust’s strong track record in global public health and biomedical research combined with Merck’s expertise in the development and delivery of vaccines positions the hilleman laboratories to make a real and sustained difference.”

Merck and the Wellcome Trust will invest equally in the R&D joint venture, which will be primed with a combined cash contribution of 90 million gBP (approximately 130 million uSD) over the next seven years and will support a staff of approximately 60 researchers and developers. The venture will be based in india to facilitate engagement and partnership with a broad range of experts in vaccine research, policy and manufacturing to develop and mature its R&D pipeline.

The hilleman laboratories is designed to fill an important gap in how vaccines get developed. Many scientists from academia and government identify vaccine candidates potentially useful to developing countries, but then face significant technical challenges in designing suitable vaccine formulations, production processes and clinical programs. The hilleman laboratories will work to advance projects to ‘proof of concept’ by providing key expertise in product development and optimization that is typically available only within large vaccine companies. The hilleman laboratories will also work with vaccine manufacturers to ensure production can be scaled and that the vaccines are affordable. Through this model, the hilleman laboratories will help deliver vaccines to registration that are specifically designed to meet the needs and practical realities in developing countries.

While an initial portfolio of projects will be selected only after consultation with the international community and careful technical assessment, examples of the kind of programs being considered include developing vaccines that do not require refrigeration, and a vaccine against group A streptococci which causes more than 500,000 deaths per year worldwide. Providing some of the key input to the hilleman laboratories will be a Strategic Advisory group of internationally-recognized, independent experts. Dr. David heymann, chairman of the uK’s health Protection Agency and former Assistant Director-general of the World health Organization, will serve as chair of the panel.

The hilleman laboratories will operate with a combination of core funding from the founders, third party grants, and other revenue streams. Over time, it is envisaged it will receive compensation for its innovations where these are leveraged in higher income settings. The aim will be to attract multiple sources of income to support the mission of the organization so that its impact can be sustained as it builds on its early success.

Altaf Lal, Ph.D., Named CEOAltaf A. lal, Ph.D., has been appointed chief executive Officer of the hilleman laboratories. Dr. lal spent 20 years working for the national center for infectious Diseases at the u.S. centers for Disease control and Prevention (cDc) and was the chief of the Molecular Vaccine Section in the Division of Parasitic Diseases. Dr. lal is currently health Attaché and Department of health and human Services Regional Representative for South Asia at the embassy of the united States of America, new Delhi, india. his extensive experience in global public health gives him the expertise needed to lead this new public-private research partnership.

“if we are successful at building new partnerships and collaborations with governments, other companies and ngOs, i am confident that we will be successful in delivering vaccines to the people who need them.” said Dr. lal. “This is why i am making a firm commitment as ceO of this new venture to proceed by working in concert with the global vaccine community, obtaining feedback and input at every step.” Dr. lal will soon begin to appoint his staff and identify premises in india with the goal of being operational in 2010.

Recognizing and Extending the Legacy of Dr. Maurice HillemanThe new entity is named in honor of the pioneering vaccine scientist Maurice hilleman, Ph.D. Dr. hilleman is credited with the development of more than 30 vaccines, including measles, mumps, and hepatitis B during a career which included nearly 30 years at Merck. “Maurice hilleman was perhaps the single most influential public heath figure of the 20th century when you consider the millions of lives saved, and the countless people who were spared suffering because of his work,” said Anthony S. Fauci, M.D., Director of national institute of Allergy and infectious Disease, national institutes of health. “it is only fitting that such a novel endeavor, which aims to develop lifesaving vaccines for those in the developing countries, should be named in his honor.”

22 23

Galapagos expands strategic alliance in metabolic disease with Merck & Co., Inc.

Galapagos to Discover Small Molecule Candidate Drugs for Preclinical Development in Atherosclerosis

Total Alliance Milestones More Than Double To Over €400 Million, Plus Royalties on Worldwide Sales

Mechelen, BelgiuM, October 14, 2009

galapagos nV (euronext: glPg) announced today that it has expanded its global strategic alliance in metabolic diseases with an affiliate of Merck & co., inc of Whitehouse Station, new Jersey to incorporate the development of new therapies for atherosclerosis.

galapagos will be responsible for the discovery and pre-clinical development of new small molecule candidate drugs based on novel galapagos targets. The alliance will make use of galapagos’ proprietary SilenceSelect® target discovery platform for identification of novel targets in atherosclerosis, as well as in obesity and diabetes. After validation, targets will be selected by a joint steering committee and entered into screening and chemistry by galapagos. Merck will have an exclusive option to license in each candidate for clinical development and commercialization on a worldwide basis. upon exercise of such option, Merck will be responsible for the development and commercialization of the candidate drug. galapagos may execute phase i clinical studies and will have the right to further develop and commercialize certain compounds for which Merck does not exercise its exclusive option.

in January 2009, galapagos announced an alliance with Merck in diabetes and obesity, with milestone payments with the potential to exceed €170 million. under the terms of this expanded agreement, that now includes small molecule candidate drugs for pre-clinical development in atherosclerosis, galapagos is eligible to receive research, regulatory and sales milestone payments that may total in excess of €400 million. in addition galapagos is eligible to receive royalties upon commercialization of any products covered under the agreement.

The expansion announced today is separate from galapagos’ alliance with Merck in inflammatory diseases announced in April 2009.

“We are pleased to expand our relationship with Merck, a highly synergetic and decisive partner in the metabolic and inflammation alliances,” said Onno van de Stolpe, ceO. “Today’s expansion into atherosclerosis fits very well into our strategy of leveraging the novelty coming out of galapagos’ R&D approach.”

“Merck’s extended collaboration with galapagos underscores our ongoing commitment to identifying novel therapeutic targets for fighting cardiovascular and metabolic diseases,” said catherine Strader, Vice President, external Basic Research, Merck Research laboratories.

Forward-Looking Statement for Merck & Co., Inc.

This booklet contains “forward-looking statements” as that term is defined in the Private Securities litigation Reform Act of 1995. These statements are based on management’s current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding product development, product potential, or financial performance. no forward-looking statement can be guaranteed and actual results may differ materially from those projected. Merck undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this booklet should be evaluated together with the many uncertainties that affect Merck’s business, particularly those mentioned in the risk factors and cautionary statements in item 1A of Merck’s Form 10-K for the year ended Dec. 31, 2008, and in any risk factors or cautionary statements contained in the company’s periodic reports on Form 10-Q or current reports on Form 8-K, which the company incorporates by reference.

Pfenex Grants Exclusive License to Merck & Co., Inc. for the Production of Proteins for Undisclosed Vaccine Program SAN DIEGO, CAlIfORNIA, December 14, 2009

Pfenex Inc. announced today that it has granted Merck & Co., Inc., through an affiliate, an exclusive worldwide license to Pfenex Expression TechnologyTM Pseudomonas-based recombinant protein expression technology for the production of specific proteins to be used in the development of an undisclosed vaccine candidate.

Under the terms of the agreement Pfenex is eligible to receive approximately $52 million in upfront and milestone payments as well as additional royalty payments on any product sales derived from the agreement. This license represents the second commercial license Merck has been granted to Pfenex Expression TechnologyTM.

Merck and Pfenex scientists will collaborate on developing the production strains that will be used to express clinically relevant antigens in support of the preclinical and clinical development of the vaccine candidate. The agreement also includes non-exclusive rights for the production of proteins for diagnostic applications.

“We are pleased to be partnering with Merck,” said Bertrand C. liang, CEO of Pfenex, “This collaboration is a clear example of the strength of the Pfenex Expression Technology being leveraged in the discovery, development and production of novel vaccines.”

Merck & Co., Inc. to Acquire Avecia Biologics WHITEHOUSE STATION, NEW JERSEY, and TEES VAllEY, ENglANd, december 17, 2009

Merck & Co., Inc. (operating in the United Kingdom as MSd) and Avecia Investments limited today announced that they have entered into a definitive agreement by which Merck will acquire the biologics business of the Avecia group through a Merck affiliate (Merck Sharp & dohme (Holdings) limited or “MSd”). Avecia Biologics is a contract manufacturing organization with specific exper-tise in microbial-derived biologics. Financial details of the transaction were not disclosed.

“At Merck we continue to execute on our strategy of expanding our biopharmaceutical exper-tise and manufacturing capacity,” said John T. McCubbins, senior vice president, Biologics and Therapeutic Protein Operations, Merck Manufacturing division. “This transaction follows an initial strategic development and supply relationship with Avecia Biologics and will provide us with an operational facility staffed by an experienced workforce that is highly skilled in a broad portfolio of bioprocess systems.”

Under the terms of the agreement, Merck will acquire Avecia Biologics limited and all its assets, including all the company’s process development and scale-up, manufacturing, quality and business support operations located in Billingham, UK. In addition to honoring all Avecia Biologics contrac-tual commitments, Merck plans to engage in discussions with individual customers relating to their specific ongoing and future biological process development and manufacturing needs after the transaction is closed.

“Over the past ten years, Avecia Biologics has built and established an enviable reputation for bioprocess development and timely delivery of quality biopharmaceutical ingredients for our customers,” said Steve Bagshaw, president, Avecia Biologics. “This acquisition recognizes these successes and now provides the exciting opportunity to focus on advancing Merck’s broad early- and mid-stage portfolio of biologic candidates.”

Closing of the transaction is subject to regulatory approval, as well as other customary closing conditions. The Oligomedicines Business of the Avecia group based in the United States does not form part of this transaction.

Envoy Enters Diabetes and Obesity Collaboration with Merck & Co., Inc.Jupiter, FLOriDA, January 26, 2010

envoy therapeutics, inc. today announced that it has entered into a multi-year research collaboration agreement with an affiliate of Merck & Co., inc. to discover novel diabetes and obesity drug targets.

under the agreement, envoy will use its proprietary bactrAp® technology to identify proteins expressed specifically in certain cell types. Merck will then work to identify and develop compounds that modulate protein targets with therapeutic potential for the treatment of metabolic disorders. Merck will pay envoy an upfront fee and research funding. in addition, envoy is eligible to receive payments upon achievement of certain milestones associated with development of drug candidates and royalties on any products derived from the collaboration.

“Obesity and diabetes have become epidemics with horrific mortality rates and devastating social stigmas,” stated Brad Margus, Co-founder and Chief executive Officer of envoy. “We’re thrilled that our technology will be applied towards discovering drug candidates for the growing millions of patients that suffer from these conditions.”

“partnering with companies developing innovative drug discovery technologies like envoy is an essential part of our diabetes and obesity portfolio discovery strategy,” said Nancy A. thornberry, senior vice president and franchise head, Diabetes and Obesity, Merck research Laboratories.

About DiabetesAt least 180 million people worldwide suffer from diabetes. its incidence is increasing rapidly, and it is estimated that by the year 2030, this number will almost double. in the united States alone, there are roughly 24 million people with diabetes, while another 57 million people are estimated to be pre-diabetic. it has been estimated that diabetes costs $132 billion per year in the united States alone.

Obesity is a leading cause of death worldwide, with increasing prevalence in both adults and children. Health authorities view it as one of the most serious public health problems of the 21st century. Obesity increases the likelihood of numerous diseases including heart disease, type 2 diabetes, breathing difficulties during sleep, certain types of cancer, and osteoarthritis.

About Envoy Therapeuticsenvoy therapeutics’ mission is to discover new drugs with superior efficacy and fewer side effects than existing treatments. the company’s bactrAp® technology enables the identification of proteins in vivo that are produced by specific cell types without requiring the isolation of those cells. the technology is especially powerful in tissues of the brain, where many hundreds of cell types are intermingled. Because therapeutically modulating the activity of a specific cell type has until now been prevented by the inability to determine which proteins are uniquely expressed by that cell type, envoy brings a new day in drug discovery.

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Galapagos expands strategic alliance in metabolic disease with Merck & Co., Inc.

Galapagos to Discover Small Molecule Candidate Drugs for Preclinical Development in Atherosclerosis

Total Alliance Milestones More Than Double To Over €400 Million, Plus Royalties on Worldwide Sales

Mechelen, BelgiuM, October 14, 2009

galapagos nV (euronext: glPg) announced today that it has expanded its global strategic alliance in metabolic diseases with an affiliate of Merck & co., inc of Whitehouse Station, new Jersey to incorporate the development of new therapies for atherosclerosis.

galapagos will be responsible for the discovery and pre-clinical development of new small molecule candidate drugs based on novel galapagos targets. The alliance will make use of galapagos’ proprietary SilenceSelect® target discovery platform for identification of novel targets in atherosclerosis, as well as in obesity and diabetes. After validation, targets will be selected by a joint steering committee and entered into screening and chemistry by galapagos. Merck will have an exclusive option to license in each candidate for clinical development and commercialization on a worldwide basis. upon exercise of such option, Merck will be responsible for the development and commercialization of the candidate drug. galapagos may execute phase i clinical studies and will have the right to further develop and commercialize certain compounds for which Merck does not exercise its exclusive option.

in January 2009, galapagos announced an alliance with Merck in diabetes and obesity, with milestone payments with the potential to exceed €170 million. under the terms of this expanded agreement, that now includes small molecule candidate drugs for pre-clinical development in atherosclerosis, galapagos is eligible to receive research, regulatory and sales milestone payments that may total in excess of €400 million. in addition galapagos is eligible to receive royalties upon commercialization of any products covered under the agreement.

The expansion announced today is separate from galapagos’ alliance with Merck in inflammatory diseases announced in April 2009.

“We are pleased to expand our relationship with Merck, a highly synergetic and decisive partner in the metabolic and inflammation alliances,” said Onno van de Stolpe, ceO. “Today’s expansion into atherosclerosis fits very well into our strategy of leveraging the novelty coming out of galapagos’ R&D approach.”

“Merck’s extended collaboration with galapagos underscores our ongoing commitment to identifying novel therapeutic targets for fighting cardiovascular and metabolic diseases,” said catherine Strader, Vice President, external Basic Research, Merck Research laboratories.

Forward-Looking Statement for Merck & Co., Inc.

This booklet contains “forward-looking statements” as that term is defined in the Private Securities litigation Reform Act of 1995. These statements are based on management’s current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding product development, product potential, or financial performance. no forward-looking statement can be guaranteed and actual results may differ materially from those projected. Merck undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this booklet should be evaluated together with the many uncertainties that affect Merck’s business, particularly those mentioned in the risk factors and cautionary statements in item 1A of Merck’s Form 10-K for the year ended Dec. 31, 2008, and in any risk factors or cautionary statements contained in the company’s periodic reports on Form 10-Q or current reports on Form 8-K, which the company incorporates by reference.

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Notes

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Notes

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Copyright © 2009 Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc., Whitehouse Station, NJ, USA.

All rights reserved. LIC-2009-W-85127-AH

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