Notice of Exempt Solicitation

NAME OF REGISTRANT: Merck & Co., Inc

NAME OF PERSON RELYING ON EXEMPTION: Mercy Investment Services

ADDRESS OF PERSON RELYING ON EXEMPTION: 2039 N Geyer Rd, Frontenac, MO 63131

Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. The soliciting person does not beneficially own more than $5 million of the class of subject securities, and the notice is therefore being provided on a voluntary basis.

This is not a solicitation of authority to vote your proxy.

Please DO NOT send us your proxy card as it will not be accepted

We are writing to urge Merck & Co., Inc (“Merck” or the “Company”) shareholders to VOTE FOR PROPOSAL 4 (Shareholder Proposal Regarding Human Rights Impact Assessment) on the Company’s 2025 proxy.

The Shareholder Proposal:

Shareholders of Merck & Co., Inc. (“Merck” or the “Company”) urge the board of directors to oversee conduct of human rights due diligence (“HRDD”) to produce a human rights impact assessment (“HRIA”) covering Merck’s operations, activities, business relationships, and products, related to Merck’s most salient human rights risks, in respect to the right to health and access to medicines. The HRIA should be prepared at reasonable cost and omitting confidential and proprietary information and made available on Merck’s web site. The HRIA should describe actual and potential adverse human rights impacts identified; identify rightsholders that were consulted; and discuss whether and how the results of the HRIA will be integrated into Merck’s operations and decision making.

Introduction:

The right to health is enshrined in international human rights principles:

· The Universal Declaration of Human Rights states, “Everyone has the right to a standard of living adequate for the health and well-being of himself and of his family, including . . . medical care.”¹

· Article 12.1 of the International Covenant on Economic, Social, and Cultural Rights “recognize[s] the right of everyone to the enjoyment of the highest attainable standard of physical and mental health².”

· The World Health Organization’s Constitution states, “The enjoyment of the highest attainable standard of health is one of the fundamental rights of every human being without distinction of race, religion, political belief, economic or social condition³.”

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¹ https://www.ohchr.org/en/human-rights/universal-declaration/translations/english

² www.ohchr.org/en/instruments-mechanisms/instruments/international-covenant-economic-social-and-cultural-rights; https://www.ncbi.nlm.nih.gov/pmc/articles/PMC7605313

³ https://www.who.int/about/accountability/governance/constitution

According to the U.N. Special Rapporteur on the right to health (the “Special Rapporteur”), “[t]he issue of access to medicines is a fundamental component of the full realization of the right to health. Medical care in the event of sickness and the prevention, and treatment and control of diseases, depends largely on timely and appropriate access to quality medicines. . . . From a human rights perspective, access to medicines is intrinsically linked with the principles of equality and non-discrimination, transparency, participation, and accountability⁴.”

Pharmaceutical companies “ha[ve] an indispensable role to play in relation to the right to health and access to medicines,” but their policies have been cited as a barrier to access⁵. The Special Rapporteur’s “Human Rights Guidelines for Pharmaceutical Companies in Relation to Access to Medicines” (the “Guidelines”) recommend that pharmaceutical firms “should adopt a human rights policy statement which expressly recognises the importance of human rights generally, and the right to the highest attainable standard of health in particular” and “should integrate human rights, including the right to the highest attainable standard of health, into the strategies, policies, programmes, projects and activities of the company⁶.”

Specifically, the Guidelines urge that pharmaceutical companies should “be as transparent as possible” with regard to access to medicines; “disclose all current advocacy and lobbying positions, and related activities, at the regional, national and international levels, that impact or may impact upon access to medicines”; and “consider all the arrangements at its disposal with a view to ensuring that its medicines are affordable to as many people as possible⁷.”

Moreover, the UNGPs explicitly state that companies must conduct human rights due diligence to identify and address adverse salient risks and adverse impacts connected with their products and services, particularly if the scale and scope of the impacts are likely to be large. HRIAs provide the best available evidence that such impacts are subject to structured and ongoing reviews. Such an approach should certainly be applied to the Company’s most important business consideration, that of pricing and access to medicines.

In fact, several direct industry peers have better due diligence and assessment models in place. While not perfect, Sanofi⁸, Novartis⁹, and Novo Nordisk¹⁰ all disclose processes that describe their commitment not just to a robust human rights policy, but diligence and assessment of that policy.

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⁴ https://www.ohchr.org/en/special-procedures/sr-health/access-medicines-and-right-health

⁵ SYMPOSIUM ARTICLE: Human Rights Responsibilities of Pharmaceutical Companies in Relation to Access to Medicines, 40 J.L. Med. & Ethics 220 (Summer 2012)

⁶ https://www.ohchr.org/Documents/Issues/Health/GuidelinesForPharmaceuticalCompanies.doc, paras 1-2

⁷ Guidelines, paras. 6, 17, 33

⁸ https://www.sanofi.com/assets/dotcom/content-app/documents/Human_right_activities_EN.pdf

⁹ https://www.novartis.com/esg/ethics-risk-and-compliance/human-rights

¹⁰ https://www.novonordisk.com/content/dam/nncorp/global/en/sustainable-business/pdfs/esg-portal/2024/novo-nordisk-human-rights-report-2023.pdf

Regulatory, legal, and financial risks persist:

Some of Merck’s actions appear to undermine its commitment to the human right to health and access to medicines. A trade association to which Merck belongs lobbied against the Inflation Reduction Act, contributed millions to defeat a California pricing measure, and supported a group that fought to repeal Obamacare. The Access to Medicine Index, which focuses on low- and middle-income countries (“LMICs”) and medicines for diseases that occur mainly in LMICs, ranks Merck “below average” in all three technical areas: governance of access, research and development, and product delivery

Additionally, the company is involved in a lawsuit against the U.S. government¹¹ and its implementation of the Inflation Reduction Act. According to most advocates and scientific bodies, this lawsuit will limit, rather than expand, access to medicines¹²¹³, thus increasing the risk for abuses related to the human right to health.

The statement in opposition is insufficient:

The Company’s statement of opposition says that their current policies and disclosures are sufficient, and includes the following declaration:

…the Company discussed an enterprise-wide human rights assessment undertaken to identify human rights risks and impacts in the Company’s operations and supply chain.

What is noticeably missing from any public reporting are the conclusions and results of that human rights assessment. Without transparency, we have no insight into how the Company is or is not addressing salient and material human rights risks. Merck says that it “is committed to meeting its responsibility to respect internationally recognized human rights standards” but then provides no disclosures around any process that would demonstrate that commitment. While the commitments are laudable, they ring hollow when the Company doesn’t lean into this very commitment to examine the core of its business – which is getting its products to patients.

Conclusion:

Lack of access to medicines poses a systemic threat to public health and the economy. When the availability of lifesaving drugs is compromised, the entire economy suffers. And when the economy suffers, investors lose. The statement of opposition also included the declaration that “Respect for human rights is core to the Company’s purpose to save and improve lives around the world.”

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¹¹ https://www.pharmavoice.com/news/ira-court-pharma-merck-bms-novartis/725145/

¹² https://www.ajmc.com/view/lower-drug-prices-announced-under-medicare-negotiation-program

¹³ https://healthjournalism.org/blog/2024/11/for-medicare-members-the-inflation-reduction-act-cuts-drug-costs-spreads-out-payments/

We believe that to fulfill this commitment, the company must assess the human rights impacts of its operations, activities, business relationships, and products related to access to medicines and disclose the results of that assessment.

For these reasons, we ask you to vote FOR Proposal 4.

This is not a solicitation of authority to vote your proxy.

Please DO NOT send us your proxy card as it will not be accepted.