8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 12, 2006

Merck & Co., Inc.

(Exact name of registrant as specified in its charter)

New Jersey	1-3305	22-1109110
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

One Merck Drive, PO Box 100, Whitehouse Station, NJ	08889-0100
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (908) 423-1000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

EX-99.2: REMARKS GIVEN AT THE 2006 ANNUAL BUSINESS BRIEFING

EX-99.3: ANNUAL BUSINESS BRIEFING PRESENTATIONS

Item 7.01. Regulation FD Disclosure

Incorporated by reference is a press release issued by Merck & Co., Inc. (the “Company”) on December 12, 2006, attached as Exhibit 99.1, concerning the Company’s business briefing to analysts. Also incorporated by reference are Remarks given at the 2006 Annual Business Briefing by Richard T. Clark, Chief Executive Officer and President of the Company, attached as Exhibit 99.2 and Annual Business Briefing Presentations given by certain senior executive officers of the Company on December 12, 2006, attached as Exhibit 99.3.

This information is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and is not incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Additionally, the submission of this report on Form 8-K is not deemed an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

Exhibit 99.1	Press release issued December 12, 2006 regarding business briefing to analysts
Exhibit 99.2	Remarks given at the 2006 Annual Business Briefing by Richard T. Clark, Chief Executive Officer and President of the Company
Exhibit 99.3	Annual Business Briefing Presentations given by certain senior executive officers of the Company, on December 12, 2006

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MERCK & CO., Inc.
Date: December 12, 2006	By:	/s/ Debra A. Bollwage
		Debra A. Bollwage
		Senior Assistant Secretary

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release issued December 12, 2006 regarding business briefing to analysts
99.2	Remarks given at the 2006 Annual Business Briefing by Richard T. Clark, Chief Executive Officer and President of the Company
99.3	Annual Business Briefing Presentations given by certain senior executive officers of the Company, on December 12, 2006

EX-99.1

Exhibit 99.1

News Release

Media Contact:	Amy Rose	Investor Contact:	Graeme Bell
	(908) 423-6537		(908) 423-5185

Merck Remains Confident in Future Growth as it
Executes on New Strategy

• Merck’s Pipeline Shows Significant Progress with Three New Drug Applications (NDA) Expected to be Filed with the U. S. Food and Drug Administration (FDA) in 2007; Four Additional Products in or on Track for Phase III Studies by Mid-2007

• Successful Early Launches of GARDASIL, JANUVIA and Three Other New Medicines and Vaccines Incorporate Aspects of New Commercial Model

• Strong Cash Flow Supports Current Dividend and Opportunity for Share Repurchases, Contributing to Total Shareholder Returns

• Company Remains on Track to Deliver Long-Term, Double-Digit Compound Annual EPS Growth from 2005 to 2010, Excluding One-Time Items and Restructuring Charges

WHITEHOUSE STATION, N.J. — Dec. 12, 2006 — Merck & Co., Inc. continues to execute on its strategy to reclaim its leadership position in the pharmaceutical industry, Merck Chief Executive Officer and President Richard T. Clark will tell investors and analysts today at the Merck Annual Business Briefing.

     “We’ve successfully launched five novel medicines and vaccines; advanced promising products through every phase of our pipeline; and driven the continued success of our in-line products. We’ve accomplished this even as we’re executing on a new strategy, reinvesting to support our success and making our cost structure lean and flexible,” Mr. Clark said.

     Mr. Clark and Merck’s senior management team have led a Company-wide effort to change every aspect of Merck’s business. Under the new operating model, customer focus drives the drug discovery, development, and marketing process.

     “During 2006, we have gathered the momentum we need to continue towards the performance goals we established last year: delivering double-digit compound annual earnings per share growth, excluding charges and one-time items, by 2010 from our 2005 base,” said Mr. Clark.

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     “Of course, even as we change our business model, one thing remains the same. We are still a company whose mission is to discover and develop novel medicines and vaccines that address unmet medical needs and to get those products to the people who need them.”

After a Strong 2006, Merck’s Pipeline Continues to Show Significant Progress

     Building on the five FDA approvals Merck received in 2006, the Company anticipates three NDA filings in 2007 including MK-0518, a first-in-class HIV integrase inhibitor; Gaboxadol, a novel compound from Merck’s alliance with H. Lundbeck A/S for the treatment of insomnia; and MK-0524A, an extended-release niacin combined with a novel flushing pathway inhibitor. These filings are in addition to the three products currently under FDA review—JANUMET (previously referred to as MK-0431A) for the treatment of type 2 diabetes; EMEND IV (MK-0517), an intravenous therapy for chemotherapy-induced nausea and vomiting; and ARCOXIA, Merck’s selective Cox-2 inhibitor for osteoarthritis. Regarding ARCOXIA, Merck has been advised that the FDA will hold an Advisory Committee meeting, but no timing has been disclosed.

     “Our focus on targeted therapeutic areas has helped us advance promising products through every phase of development in our pipeline. In addition to the three anticipated FDA filings in 2007, Merck also has, or expects to have by mid-year 2007, four products in Phase III development,” according to Peter S. Kim, Ph.D., president of Merck Research Laboratories.

     These four products are:

• MK-0524B, which combines the novel approach to raising HDL-C and lowering triglycerides from MK-524A with the proven benefits of simvastatin, could potentially reduce coronary heart disease risk beyond what statins provide alone. The compound is already in Phase III development and Merck now anticipates filing an NDA with the FDA for MK-0524B in 2008.

• MK-0364 is a highly selective cannabinoid-1 (CB-1) receptor inverse agonist that has shown to be efficacious in weight loss versus placebo in early clinical studies. The Company previously announced the initiation of a targeted Phase III program in 2006. Merck anticipates filing an NDA with the FDA in 2008.

• MK-0974 utilizes a new mechanism for the treatment of migraines that has shown to have efficacy comparable or superior to triptans in early clinical studies. The Company plans to initiate its Phase III program with MK-0974 during the first quarter of 2007 and anticipates filing an NDA with the FDA in 2009.

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• MK-0822 is an inhibitor of Cathepsin K, which treats osteoporosis through decreased bone resorption. The Phase III program is anticipated to begin in mid-2007. Merck anticipates filing an NDA with the FDA in 2011.

     Dr. Kim is also expected to highlight two additional compounds in Phase II development:

• MK-0859, an inhibitor of the Cholesterol Ester Transfer Protein (CETP) that in early clinical trials has shown promise in lipid management by raising HDL-C and reducing LDL-C.

• MK-0457, a novel inhibitor of Aurora kinase. Initial studies indicate that inhibiting Aurora kinase may be a potent inducer of apoptosis, or programmed cell death, in a wide range of tumors.

     As of Dec. 12, 2006, Merck’s pipeline includes 28 distinct therapeutic programs in Phase I and 21 in Phase II. In addition, there are five programs currently in Phase III and three submissions currently under FDA review. In the pipeline review, Merck does not include back-up compounds; additional indications for a compound in the same therapeutic area; or additional claims, line extensions or formulations for existing products.

     According to Dr. Kim, “Merck has already delivered an almost four-fold increase in research productivity in its early-stage pipeline since 2002. This is resulting in a progression of candidates into our later stages of development and a sustainable increase in our productivity without compromising Merck’s high standards.”

     Over the 24-month period from 2005 to 2007, Merck had originally committed to a nine-month reduction in late-stage cycle time with a seven-month reduction by the end of 2006. Dr. Kim will announce during his presentation that Merck exceeded the 2006 goal by three months and now expects to achieve more than a one-year cycle time reduction by the end of 2007.

     Highlighting Merck’s recent progress in incorporating scientific breakthroughs and new technologies into the drug discovery process, Dr. Kim will state that Merck is integrating advances in genomic research and using automated, genome scale, high-throughput RNAi screening for drug target discovery. These advances are improving Merck’s ability to identify potential novel drug targets in targeted therapeutic areas. Merck’s 2006 acquisitions of GlycoFi, Abmaxis and the potential acquisition of Sirna Therapeutics complement the Company’s existing internal capabilities in genomics.

     “We are delivering on our strategy of targeted acquisitions and alliances by signing 35 key agreements, as well as many other collaborations in 2006,” said Dr. Kim. “This, coupled with our strong internal research capabilities, will continue to help us build a pipeline that will support Merck’s long-term growth.”

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Leading the Way to a New Commercial Model

     Peter Loescher, president, Global Human Health, will report Merck’s progress on the development of the Company’s new commercial model. Merck is broadening its engagement with customers and scientific leaders, leveraging alternative channels to complement the effectiveness of its sales force, and driving growth in key markets, according to Mr. Loescher.

     Merck’s new commercial model is expected to lower spending per primary care brand by 15% to 20% in the United States by 2010 while still appropriately supporting the anticipated launches of a number of new products. Mr. Loescher will provide an interim target to lower the spending per primary care brand by 9% in the United States by 2007 as compared to the 2005 base.

     In 2005 and into 2006, Merck reduced the number of sales representatives promoting the same primary care brand by up to 50%, thus decreasing the number of representatives among the major in-line pharmaceutical brands by 1,500. This allowed Merck to redeploy the representatives to support its 2006 launches including GARDASIL, ROTATEQ and JANUVIA, while keeping the total number of representatives flat.

     “We are continuing to shift resources from traditional sales and marketing approaches to new channels and innovative approaches such as new e-detailing and video detailing programs to increase the productivity of our promotion and engage the physician in ways they find most useful,” Mr. Loescher said.

Merck Reaffirms Intention to Deliver on Projected Financial Targets by 2010

     Executive Vice President and Chief Financial Officer Judy C. Lewent will say Merck’s current and anticipated business performance, together with Merck’s ongoing inventory and capital management programs that contribute to ensuring strong cash flow, supports the Company’s commitment to maintaining its dividend at current levels and is also expected to provide opportunities for share repurchases.

     Ms. Lewent will reaffirm the Company’s full-year 2006 earnings per share (EPS) guidance of $2.48 to $2.52, excluding the restructuring charges related to site closures and position eliminations. Merck anticipates reported full-year 2006 EPS of $2.18 to $2.25. This 2006 guidance does not reflect the establishment of any reserves for any potential liability relating to the VIOXX litigation and does not include the impact of any potential acquired research expense relating to the anticipated Sirna Therapeutics acquisition.

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     Details on both the 2006 and 2007 guidance can be found on pages 8-9 and 10-11 of this press release.

     “Merck’s new and in-line pharmaceutical products and vaccines are expected to drive revenue at a compound annual growth rate of 4% to 6% from 2005 to 2010, including 50% of the revenues from the joint ventures from which Merck derives equity income,” Ms. Lewent said, reaffirming the Company’s longer-term financial prospects. We also expect that we can fully support our expanding pipeline with mid single-digit compound annual growth in research funding over the same period. By sustaining our cost management initiatives, Merck expects to fully capitalize on the promise of our expanding product portfolio while maintaining marketing and administrative expense flat in 2010 relative to the 2006 base.

     “We expect bottom-line earnings growth to begin in 2007, excluding restructuring charges and the impact of any potential acquired research expense relating to the anticipated Sirna Therapeutics acquisition,” Ms. Lewent continued. “As earnings growth strengthens by the end of the period, on a compound annual basis, earnings-per-share growth is expected to reach double digits, excluding restructuring costs, net tax charges, any one-time gains associated with the AstraZeneca partnership and the establishment of any reserves for any potential liability relating to the VIOXX litigation.”

     Ms. Lewent will review other elements of the Company’s long-term guidance during her presentation.

     Merck continues to expect the initial phase of the cost reduction program, announced in 2005, to yield cumulative pretax savings of $4.5 billion to $5.0 billion from 2006 through 2010. As previously stated, a significant portion of the total restructuring savings through 2010, or approximately $2 billion, is expected to result from the implementation of the Company’s new manufacturing supply strategy that was announced in November 2005. The Company continues to expect that these savings in manufacturing should enable Merck’s gross margin after 2008 to return to levels consistent with those seen in the period prior to the loss of U.S. market exclusivity for ZOCOR.

     As part of the Company’s global restructuring program announced in November 2005, Merck remains on track to eliminate 7,000 positions by the end of 2008. Since the inception of the program through September 30, approximately 3,900 positions have been eliminated.

     The Company expects the pretax costs of the restructuring to be $900 million to $1 billion in 2006 and $300 million to $500 million in 2007. Through the end of 2008, when the initial phase of the restructuring program is substantially complete, the cumulative pretax costs of the

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restructuring activities announced in November 2005 are expected to range from $1.9 billion to $2.2 billion. Approximately 70% of the cumulative pretax costs are non-cash, relating primarily to accelerated depreciation for those facilities scheduled for closure.

     Merck anticipates capital expenditures of approximately $1.1 billion in 2006, a $200 million reduction from the $1.3 billion previously disclosed. Capital expenditures for 2007 are estimated to be $1.2 billion. As Merck continues its initiatives in managing capital, the total reduction over the 2005 to 2008 period is expected to be $1.4 billion versus the Company’s expectations for long-range capital spending at the end of 2004. Merck has already achieved $1 billion in aggregate procurement savings across the Company and remains on track to generate $1.2 billion in procurement savings by 2008.

VIOXX Update

As previously disclosed, individual and putative class actions have been filed against the Company in state and federal courts alleging personal injury and/or economic loss with respect to the purchase or use of VIOXX. A number of these actions are coordinated in a separate proceeding in a multidistrict litigation in the U.S. District Court for the Eastern District of Louisiana (the “MDL”), and in separate coordinated proceedings in state courts in the states of New Jersey, California and Texas; and in the counties of Philadelphia, Pennsylvania and Clark County, Nevada. As of November 30, the Company had been served or was aware that it had been named as a defendant in approximately 27,200 lawsuits, which include approximately 45,900 plaintiff groups alleging personal injuries resulting from the use of VIOXX, and in approximately 265 putative class actions alleging personal injuries and/or economic loss (all of the actions discussed in this paragraph are collectively referred to as the “VIOXX Product Liability Lawsuits”). Of these lawsuits, approximately 8,250 lawsuits representing approximately 23,600 plaintiff groups are or are slated to be in the federal MDL and approximately 16,600 lawsuits representing approximately 16,600 plaintiff groups are included in a coordinated proceeding in New Jersey Superior Court. In addition, as of Nov. 30, approximately 14,100 claimants had entered into Tolling Agreements with the Company, which halt the running of applicable statutes of limitations for those claimants who seek to toll claims alleging injuries resulting from a thrombotic cardiovascular event that results in a myocardial infarction or ischemic stroke.

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     In addition to the VIOXX Product Liability Lawsuits discussed above, the claims of over 3,000 plaintiff groups have been dismissed as of Sept. 30. Of these, there have been over 1,100 plaintiff groups whose claims were dismissed with prejudice (i.e. they can not be brought again) either by plaintiffs themselves or by the courts. Over 2,000 additional plaintiff groups have had their claims dismissed without prejudice (i.e. they can be brought again).

About Merck

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

Forward-Looking Statement

     This press release, including the financial information that follows, 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 press release should be evaluated together with the many uncertainties that affect Merck’s business, particularly those mentioned in the cautionary statements in Item 1 of Merck’s Form 10-K for the year ended Dec. 31, 2005, and in its periodic reports on Form 10-Q and Form 8-K, which the Company incorporates by reference.

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Merck Financial Guidance for 2006

     Worldwide sales will be driven by the Company’s major products, including the impact of new studies and indications. Sales forecasts for those products for 2006 are as follows:

	WORLDWIDE
PRODUCT	2006 SALES
SINGULAIR (Respiratory)	$	3.4 to $3.7 billion
COZAAR/HYZAAR (Hypertension)	$	3.0 to $3.3 billion
FOSAMAX (Osteoporosis)	$	2.8 to $3.1 billion
ZOCOR (Cholesterol modifying)	$	2.6 to $2.9 billion
Other reported products*	$	6.6 to $6.9 billion

* Other reported products comprise: AGGRASTAT, ARCOXIA, CANCIDAS, COSOPT, CRIXIVAN, EMEND, INVANZ, MAXALT, PRIMAXIN, PROPECIA, PROSCAR, STOCRIN, TIMOPTIC/TIMOPTIC XE, TRUSOPT, Vaccines and VASOTEC/VASERETIC.

• Under an agreement with AstraZeneca (AZN), Merck receives revenue at predetermined percentages of the U.S. sales of certain products by AZN, most notably NEXIUM. In 2006, Merck anticipates these revenues to be approximately $1.5 to $1.7 billion.

• Equity income from affiliates includes the results of the Merck and Schering-Plough collaboration and SP-MSD, combined with the results of Merck’s other joint venture relationships. Equity income from affiliates is expected to be approximately $2.1 to $2.4 billion for 2006.

• Product gross margin (PGM) percentage is estimated to be approximately 76% to 78% for the full year 2006. This guidance excludes the portion of the restructuring costs that will be included in product costs and will affect reported PGM in 2006. This guidance includes the impact of stock option expense.

• Marketing and administrative expense is anticipated to increase at a mid-to-high single-digit percentage growth rate over the full-year 2005 level. The marketing and administrative expense guidance excludes the charges taken in the fourth quarter of 2005 and the third quarter of 2006 related solely to future legal defense costs of VIOXX litigation. The full-year 2005 and 2006 levels exclude the costs associated with position eliminations in 2005, as well as other restructuring costs pursuant to the Company’s streamlining of its business processes. The 2006 amount includes the impact of stock option expense.

• Research and development expense (which excludes joint ventures) is anticipated to increase at a high single-digit percentage growth rate over the full-year 2005 level. Research and development expense in 2006 includes the impact of stock option expense and the second quarter 2006 acquired research expense relating to GlycoFi. The full-year 2006 level excludes the portion of the restructuring costs that are reported in research and development expense. The full-year 2006 R&D guidance does not include the impact of any potential acquired research expense relating to the anticipated Sirna Therapeutics acquisition.

• Stock option expense is expected to be approximately $220 million in 2006. The impact of stock option expense is reflected in the materials and production, marketing and administrative, and research and development guidance respectively.

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• As part of the Company’s restructuring of its operations, additional costs related to site closings, position eliminations and related costs will be incurred in 2006. The aggregate 2006 pretax expense related to these activities is estimated to be $900 million to $1.0 billion.

• The consolidated 2006 tax rate is estimated to be approximately 26% to 28% (including the net tax rate impact in the second quarter related primarily to the acquisition of GlycoFi). This guidance does not reflect the tax rate impact of restructuring costs. The effective tax rate to be applied to the Company’s restructuring costs is at a higher level than the underlying effective tax rate guidance.

• Merck plans to continue its stock buyback program in 2006. As of Nov. 30, $6.6 billion remains under the current buyback authorizations approved by Merck’s Board of Directors.

     Given these guidance elements, Merck anticipates full-year 2006 EPS of $2.48 to $2.52, excluding the restructuring charges related to site closures and position eliminations. Merck anticipates reported full-year 2006 EPS of $2.18 to $2.25. This 2006 guidance does not reflect the establishment of any reserves for any potential liability relating to the VIOXX litigation and does not include the impact of any potential acquired research expense relating to the anticipated Sirna Therapeutics acquisition.

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Merck Financial Guidance for 2007

     Worldwide sales will be driven by the Company’s major products, including the impact of new studies and indications. Sales forecasts for those products for 2007 are as follows:

	WORLDWIDE
PRODUCT	2007 SALES
SINGULAIR (Respiratory)	$	3.7 to $4.0 billion
COZAAR/HYZAAR (Hypertension)	$	3.1 to $3.4 billion
Vaccines (as recorded by Merck & Co., Inc.)	$	2.8 to $3.2 billion
FOSAMAX (Osteoporosis)	$	2.6 to $2.9 billion
ZOCOR (Cholesterol modifying)	$	0.6 to $0.9 billion
Other reported products*	$	5.2 to $5.6 billion

* Other reported products comprise: AGGRASTAT, ARCOXIA, CANCIDAS, COSOPT, CRIXIVAN, EMEND, INVANZ, JANUVIA, MAXALT, PRIMAXIN, PROPECIA, PROSCAR, STOCRIN, TIMOPTIC/TIMOPTIC XE, TRUSOPT, VASOTEC/VASERETIC and ZOLINZA.

• Under an agreement with AstraZeneca (AZN), Merck receives revenue at predetermined percentages of the U.S. sales of certain products by AZN, most notably NEXIUM. In 2007, Merck anticipates these revenues to be approximately $1.6 to $1.8 billion.

• Equity income from affiliates includes the results of the Merck and Schering-Plough collaboration and SP-MSD, combined with the results of Merck’s other joint venture relationships. Equity income from affiliates is expected to be approximately $2.6 to $2.9 billion for 2007.

• Product gross margin (PGM) percentage is estimated to be approximately 74% to 76% for the full year 2007. This guidance excludes the portion of the restructuring costs that will be included in product costs and will affect reported PGM in 2007.

• Marketing and administrative expense is anticipated to increase between 0 and 2 percentage points over the full-year 2006 level. The marketing and administrative expense guidance excludes the charges taken in the third quarter of 2006 related solely to future legal defense costs of VIOXX litigation.

• Research and development expense (which excludes joint ventures) is anticipated to increase at a low-to-mid single-digit percentage growth rate over the full-year 2006 level. The full-year 2006 level includes the second quarter 2006 acquired research expense relating to GlycoFi. The full-year 2006 level excludes the portion of the restructuring costs that are reported in research and development expense. The full-year 2007 research and development guidance does not include the impact of any potential acquired research expense relating to the anticipated Sirna Therapeutics acquisition.

• As part of the Company’s restructuring of its operations, additional costs related to site closings, position eliminations and related costs will be incurred in 2007. The aggregate 2007 pretax expense related to these activities is estimated to be $300 million to $500 million.

• The consolidated 2007 tax rate is estimated to be approximately 24% to 26%. This guidance does not reflect the tax rate impact of restructuring costs. The effective tax rate to be applied to the Company’s restructuring costs is at a higher level than the underlying effective tax rate guidance.

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• Merck plans to continue its stock buyback program in 2007. As of Nov. 30, $6.6 billion remains under the current buyback authorizations approved by Merck’s Board of Directors.

     Given these guidance elements, Merck anticipates full-year 2007 EPS of $2.51 to $2.59, excluding the restructuring charges related to site closures and position eliminations. Merck anticipates reported full-year 2007 EPS of $2.36 to $2.49. This 2007 guidance does not reflect the establishment of any reserves for any potential liability relating to the VIOXX litigation and does not include the impact of any potential acquired research expense relating to the anticipated Sirna Therapeutics acquisition.

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EX-99.2

Exhibit 99.2

Remarks of Richard T. Clark,
Chief Executive Officer and President,
Merck & Co., Inc.
at the
Annual Business Briefing
Whitehouse Station, New Jersey

December 12, 2006

     Thank you, Graeme, and good morning.

     It’s been a year since we met to hear about Merck’s Plan to Win — our blueprint for returning Merck to the leadership position it once enjoyed and which we are committed to reclaim.

     The goals we set and the plan we established for achieving those goals were well-received. But as I said last year, no matter how good our plan is, its eventual success or failure depends on our ability to execute it.

     Execution in each of these areas on our Strategy Map is the key to our success. We have in place the leadership teams to drive us toward our goals in each of these areas, and our entire organization is both fully aware of our expectations and knows that all of us are accountable for executing this strategy with a high-degree of excellence.

     We are on our way to becoming a high performance organization which we believe will enable us to successfully execute this strategy and become the most trusted industry leader in delivering value to customers and shareholders.

     Of course, now that a year has gone by, it’s reasonable to ask: “How are we doing in executing our strategy?” I think it’s fair to say that the results of the past 12 months suggest that we are off to a strong start.

• We’ve successfully launched five new vaccines and medicines that we expect to meet significant unmet medical needs in such areas as cancer prevention and diabetes.

• We’ve advanced promising products in our pipeline at every phase of development, giving us increased confidence in our ability to continue to commercialize novel medicines in our nine targeted therapeutic areas.

• We’ve effectively promoted our inline products to achieve impressive sales growth in products such as SINGULAIR and our joint venture product, VYTORIN.

• We’ve continued to fundamentally change the way we discover, develop, manufacture, and market our medicines and vaccines.

     During 2006, we have gathered the momentum we need to continue towards the performance goal we established last year: delivering double-digit compound annual earnings per share growth, excluding charges and one time items, by 2010. We expect to achieve that growth through the combined performance of our products and our company-wide cost-savings initiatives.

     Yet despite the many positive results of the past year, I never forget for even a moment that we still have much to do to truly transform Merck. Changing every aspect of our business is not something that can be done overnight. It takes concerted, focused effort over a period of time — the sort of focused effort we have demonstrated in 2006.

     Of course, even as we change our business model, one thing remains the same. We are still a company whose mission is to discover and develop novel medicines and vaccines that address unmet medical needs and to get those products to the people who need them.

     And when you think about our five new medicines and vaccines, it is easy to see why our mission is as important today as ever. They are:

• GARDASIL, the first-ever vaccine to help protect young women from the second-leading cause of cancer deaths among women worldwide. The response to GARDASIL in the U.S. and other launch markets is very positive and we are well positioned for continued growth in 2007 and beyond;

• JANUVIA, the first medicine of its class that uses the body’s own systems to improve blood sugar control in patients with type 2 diabetes, without some of the side-effects associated with some other diabetes medicines. The initial uptake of JANUVIA here in the United States, and elsewhere, has been positive;

• ZOSTAVAX, the first vaccine to protect people against shingles, a disease which every year afflicts an estimated one million people in the United States alone. ZOSTAVAX can significantly reduce the risk of shingles and is indicated in the U.S. for people over 60 and has been well received by payers, physicians and consumers;

• ROTATEQ, our novel vaccine to protect infants and young children against rotavirus, the effects of which take the lives of nearly 600,000 children under the age of five around the world every year, and has achieved strong uptake in the U.S. and other launch markets; and

• ZOLINZA, our novel medicine to treat patients suffering from advanced CTCL, a devastating, often disfiguring, disease, and Merck’s first cancer drug in a generation.

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     All five of these approvals are cause for confidence in Merck’s scientific ability. But I believe the way in which we carried out these launches also indicates that we are succeeding in our commitment to create and execute a new commercial model.

     The launch of GARDASIL, for example, exceeded expectations. It is a very convincing indicator of our success in aligning functions across the company to support Merck’s new products. I think it’s safe to say that we executed every aspect of this launch nearly flawlessly. And the results speak for themselves:

• A more than ten-fold increase in awareness among young adult women of the link between HPV and cervical cancer;

• Accelerated approval in the U.S. and EU;

• Unanimous endorsement by CDC’s Advisory Committee on Immunization Practices;

• Broad acceptance by managed care providers; and

• Strong U.S. sales right out of the gate.

     Every time I talk about GARDASIL, I am reminded of the deep sense of satisfaction all of us at Merck feel by contributing to such an important development in women’s health. We know among the lives saved may be our own sisters, daughters, or granddaughters.

     The early results of all of our product launches this year also make us confident that our new global commercial model will help us meet the growth targets we set last year. These launches may well redefine what a product launch should be.

     We have launched our five new products without any increase in our sales force, including redirecting 1,500 of our sales representatives from inline products to our new vaccines.

     In addition, for more than two years, we’ve held the line on the size of our sales force. We’ve done this because we know that there are numerous new effective and efficient techniques for reaching our customers in ways that meet their needs and the demands on their time.

     I am also pleased to report that we have made significant progress in redesigning our product discovery and development process.

     We are working to increase our probability of success in the early phases of our pipeline by using exciting new technologies and techniques to target for further research and development only the most promising drug candidates.

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     In addition, the Merck Research Labs is significantly reducing cycle times in every phase of development.

     We expect the efforts at MRL to continue to produce impressive results — and those results should all add to Merck’s overall success in the years ahead.

     This past year has also seen us lay the groundwork for creating the lean and flexible cost structure we committed to at this meeting last year.

     We have already achieved $1 billion of our goal to save $1.2 billion in procurement company-wide by 2008.

     We have already eliminated 3,900 of the 7,000 positions we committed to eliminate by the end of 2008.

     We have closed or sold 3 manufacturing facilities and are in the process of doing the same with the two remaining manufacturing facilities we said we’d close by the end of 2008.

     We are restructuring our manufacturing network to make it more competitive, leaner, and flexible enough to meet future market needs as quickly as those needs change.

     And we have achieved a $600 million reduction in inventory since year-end 2003, including a $100 million reduction in 2006, even while launching five new products.

     I think it’s also important to note that while achieving operating efficiencies includes direct spending reductions, it also includes executing broader efforts, across the Company, to increase productivity. That is why we are deploying Lean/Six Sigma principles throughout the Company.

     We are using the data and customer-focus that is at the heart of Six Sigma to increase customer satisfaction, generate more revenue, shorten cycle time, and reduce costs. We have already implemented Lean Manufacturing at 8 Merck sites, with 9 more planned in 2007.

     Furthermore, as the pace of development in our labs increases, we are making sure that our manufacturing capability is also keeping pace. This way, once a product approval is received, we have the flexibility in our facilities to begin delivering it to our customers quicker than ever before.

     With JANUVIA, for example, we were delivering samples to physicians within 7 days of approval and we were supplying pharmacies that same week.

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     All of these actions to make Merck more lean and flexible have put us on track to achieve our $4.5 to $5.0 billion long-term savings goal through 2010. Here’s what will keep us moving forward.

     First, we must continue to deliver innovative and differentiated products that provide real value to patients — value they cannot find anywhere else.

     By listening to customers and scientific leaders early and often — by looking to them and their needs to help determine our research and development direction — we will redefine what it means to succeed in R&D. Success will be defined very simply: are Merck’s products meeting the needs of our customers and, by meeting those needs, are they a commercial success?

     Our launches this year show the rewards of engaging our customers and scientific leaders early-on. The speed with which our new vaccines received various federal and state government endorsements and with which they were added to managed care formularies, attests to the value of engaging customers much earlier in the process.

     We must also continue to develop new ways of providing information to our customers so that they can make informed decisions about our products. We are confident that the more our customers know about our medicines and vaccines, the more they will understand the value they provide.

     And I should add that even as the political landscape in Washington changes, I fully expect that we will continue to demonstrate the importance of maintaining a regulatory and market environment that supports the work of the research pharmaceutical industry. We will continue to do our part to make sure that our fundamental mission to discover, develop, and deliver new medicines and vaccines to all those who need them is not compromised.

     Next, through end-to-end lifecycle management, we must ensure that we are getting the highest possible value out of our entire portfolio of products, from the day they are discovered to the day they lose patent protection.

     As we announced a year ago, we are targeting nine therapeutic areas in which we will invest most heavily — areas we selected because they provide the greatest scientific opportunity and the greatest prospects for success in the marketplace.

     We are committed to becoming the industry leader in each of these areas, and we are already delivering on that goal, with our recently launched products. And our late stage pipeline also has many promising products in several of our other targeted therapeutic areas.

     In addition, our therapeutic areas will be run by global commercial franchises. These franchises will develop global strategies for each therapeutic area and each

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compound, which we expect will both drive product value and a customer focus from beginning to end of the product lifecycle, all across the globe.

     Third, our new research and development processes will enable us to bring innovative and differentiated products to market faster and more efficiently — and here’s how.

     You may recall that last year we expected to be able to accelerate late development cycle time by 7 months by the end of next year. In fact, we have already surpassed that goal, and we are on target to cut late development cycle time by a full year by the end of 2007.

     Perhaps the best evidence of our success in this effort — which Peter Kim initiated several years ago at MRL — can be found in looking at the timeline for JANUVIA, starting at the pre-clinical stage to first filing.

     If JANUVIA had taken the development course typically found at major research pharmaceutical companies, it would still be almost four years away from market. Said another way, without the accelerated development timeline we were able to achieve for JANUVIA, it wouldn’t have launched until 2010. And we accomplished this without compromising Merck’s high standards of scientific excellence and integrity.

     Decreasing cycle time is especially important because of the strength of our pipeline at every stage of development. We are excited by the products that are moving through our pipeline and are eager to continue their forward progress.

     Our late stage pipeline is particularly robust, with eight products either under review, nearly ready for filing, or in Phase III of development. These include products in such therapeutic areas as HIV, osteoarthritis, insomnia, obesity, and atherosclerosis. These are all areas where significant unmet medical need exists and where we can offer new treatments that deliver true clinical value to our customers.

     Furthermore, we remain committed to leveraging external sources of innovation. By building strategic alliances with scientific talent outside Merck — and, to date, we’ve engaged in 35 external partnerships this year — we will continue to capitalize within Merck on the best work that’s going on outside Merck.

     Taken together, we believe our new model will give Merck a level of R&D productivity that many in the industry will want to emulate and, importantly, an even fuller pipeline in the years ahead.

     Fourth, we are in the process of establishing an industry leading commercial model — one that will be more flexible, agile and fast, more information- and value-driven, and, more cost-effective and leaner than ever before. It will also make certain that in everything we do, we are growing ever closer to our customers.

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     Our new model is designed to ensure that when people think of Merck, they immediately think of products that offer unsurpassed value.

     Under this model, people will also see Merck, not just as a drug maker, but as a useful and valued source of the information that they need. They will value their relationship with Merck and every contact with Merck because those contacts will offer them real value.

     In addition, we will continue to shift resources away from some of the traditional sales and marketing approaches to promising new channels that will break new ground in how we communicate with our customers. These new methods will also increase our visibility among our customers for whom our products offer value.

     We are also prioritizing our investments to ensure that we are strongly supporting those programs that provide the most value to health care providers, patients, and payers.

     And we will become a more efficient and effective commercial organization by running our business with a truly global perspective. We will use best practices from around the world and we will drive global standards that promote efficiency.

     I am convinced, not just by the successes of 2006, but by the energy and enthusiasm I see throughout the Company, that the changes we are making will make Merck the high performing organization it has the potential to be.

     As I said at this meeting last year — and many times since — results count, and I am counting on results. And while this year’s strong performance has boosted our confidence in our ability to make the changes we need to meet our goals, we are still a long way from the finish line we established a year ago. Nevertheless, we are closer to where we want to be, and we are committed to making the progress that we promised and that you expect.

     And when we do — when we build on the success of 2006 by continuing in the years ahead to execute our strategy with unsurpassed excellence — Merck will again occupy the unquestioned position of scientific and market leadership we know we should.

     Thank you.

Forward-Looking Statement

This speech, including the financial information that follows, 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

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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 speech should be evaluated together with the many uncertainties that affect Merck’s business, particularly those mentioned in the cautionary statements in Item 1 of Merck’s Form 10-K for the year ended Dec. 31, 2005, and in its periodic reports on Form 10-Q and Form 8-K, which the company incorporates by reference.

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EX-99.3

Annual Business Briefing December 12, 2006

Welcome & Logistics Graeme Bell Investor Relations

Forward-Looking Statement This presentation 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 presentation should be evaluated together with the many uncertainties that affect Merck's business, particularly those mentioned in the cautionary statements in Item 1 of Merck's Form 10-K for the year ended December 31, 2005, and in its periodic reports on Form 10-Q and Form 8-K, which the company incorporates by reference.

No Duty to Update The information contained in the presentation set forth below was current as of December 12, 2006. While this presentation remains on the company's website the company assumes no duty to update the information to reflect subsequent developments. Consequently, the company will not update the information contained in the presentation and investors should not rely upon the information as current or accurate after December 12, 2006.

Executing on Our Strategy Richard T. Clark Chief Executive Officer and President

Merck's Plan to Win: Preparing for Our Future Success ESTABLISH AN INDUSTRY LEADING COMMERCIAL MODEL OPTIMIZE PORTFOLIO VALUE AND LIFECYCLE MANAGEMENT DELIVER INNOVATIVE AND DIFFERENTIATED PRODUCTS CREATE A LEAN AND FLEXIBLE BUSINESS MODEL BECOME THE MOST TRUSTED INDUSTRY LEADER IN DELIVERING VALUE TO CUSTOMERS CREATE A HIGH PERFORMANCE ORGANIZATION

Building Momentum in 2006 Launched five novel vaccines and medicines in areas such as cancer prevention and diabetes Advanced promising products in our pipeline at every phase of development Achieved impressive sales growth in products such as SINGULAIR and VYTORIN Continued executing on our strategy to fundamentally transform the way we discover, develop, manufacture and commercialize our medicines and vaccines Built momentum toward our goal of generating top-line growth and double-digit earnings growth by 2010, excluding one time items

Building Momentum in 2006: Launched Five Novel Products

Building Momentum in 2006: GARDASIL is Making a Major Contribution to Women's Health

Building Momentum in 2006: Early Success in Executing on Our Strategy Executing in the Marketplace Launching 5 new products with no increase in sales force by redirecting sales representatives to new vaccines Pursuing more efficient and effective ways of reaching our customers Advancing the Product Pipeline Using new technologies to increase the probability of success Reducing cycle times in every phase of development

Building Momentum in 2006: Early Success in Executing on Our Strategy Operating a Lean and Flexible Business Achieved $1 billion of the $1.2 billion in Company-wide procurement savings committed to by 2008 Eliminated 3,900 of the 7,000 positions committed to by 2008 Closed or sold 3 manufacturing facilities, with 2 more in process Achieved $600 million reduction in inventory since 2003, including $100 million in 2006 Deploying Lean/Six Sigma principles Company-wide Implemented new product supply process that bridges R&D and manufacturing to optimize speed and reduce cost at launch Together, these changes will help us achieve our $4.5 to $5.0 billion long-term savings goal through 2010

Our Goal is to Make Merck the Most Trusted Leader in the Pharmaceutical Industry in Delivering Value to Customers Discovering and developing products that are truly differentiated and provide real value to patients Redefining R&D success by looking to customers and scientific leaders early and often in product lifecycle Developing new ways to get information to our customers about our products and the value they provide Ensuring the environment supports patient access and the ability to discover, develop and bring innovative products to market

DISCOVERY PATENT EXPIRATION PRODUCT LIFECYCLE Prioritize disease areas based on scientific opportunity and customer value Balance risk/return through strategic resource allocation across therapeutic areas and geographies Align R&D and commercial to ensure customer needs drive key decisions Manage therapeutic areas by global franchises Our New Business Model is Built to Optimize Portfolio Value and End-to-End Lifecycle Management

Our New R&D Processes are Bringing Innovative and Differentiated Products to Market Faster and More Efficiently Decrease Cycle Time Exceeded prior cycle time reduction goal by achieving over 10 months reduction by the end of 2006; on track for 12 months reduction by the end of 2007 Accelerated development and launch of JANUVIA by 4 years Increase Pipeline Productivity Five FDA approvals in 2006 Three 2006 submissions in FDA review; anticipate three FDA submissions in 2007 Two additional programs currently in phase III; anticipate two additional phase III programs by mid-2007 Engaged in 35 external research partnerships in 2006

Our New Commercial Model is Designed to be More Cost-effective and Responsive to Customers' Needs Global best practices with regional execution Position Merck as valuable source of information to providers, patients, and payers Invest to support programs that provide highest value to health providers Leverage new channels and technology for more efficient and effective sales and marketing

We are on Track to Achieve our Goal of Pharmaceutical Industry Leadership Building on the success of 2006, ongoing execution of our strategy will fuel future growth Mobilizing a high performing organization accountable to customer needs Delivering high value products and information to patients, payers and providers Investing in priority therapeutic areas that will drive growth Reducing our cost structure

Research Overview Peter S. Kim President, Merck Research Laboratories

Outline Late Stage Pipeline Review Merck Research: Improving Drug Discovery Pipeline Overview

Key Late Stage Development Highlights Five FDA approvals in 2006 Three 2006 submissions under FDA review Anticipate three submissions in 2007 Two additional programs currently in Phase III Anticipate two additional Phase III programs by mid-2007

Merck's Late-Stage Development Pipeline December 12, 2006 MK-0518 HIV GABOXADOL Insomnia MK-0524A Atherosclerosis ROTATEQ Infant Gastroenteritis ZOSTAVAX Shingles GARDASIL Cervical Cancer ZOLINZA Cancer, CTCL JANUVIA (MK-0431) Diabetes JANUMET (MK-0431A) Diabetes MK-0517 CINV ARCOXIA Arthritis (Response to Approvable) MK-0524B Atherosclerosis MK-0364 Obesity MK-0974* Migraine MK-0822* Osteoporosis 2006 Approvals 2006 Under Review 2007 Phase III 2007 Anticipated Filings * Anticipated

GARDASIL: Selected Ongoing Clinical Programs Efficacy study in mid-adult women Anticipate FDA submission 4Q07 Efficacy program in males Anticipate FDA submission 2008 Cross-protection studies Concomitant use studies with other adolescent vaccines

ZOLINZA (Vorinostat): Selected Ongoing Studies Focused Merck Phase I/II clinical studies Hematological malignancies: acute myelogenous leukemia, myelodysplasia, multiple myeloma Solid tumors: non-small cell lung cancer, mesothelioma Broad evaluation of ZOLINZA underway through investigator initiated Phase I/II clinical studies Solid Tumors: kidney, lung, colon, prostate, brain, bladder, melanoma Hematological malignancies: leukemia, myelodysplasia, lymphoma

JANUVIA: Selected Ongoing Clinical Programs Add-on and combination programs Add-on to insulin Add-on to metformin/PPAR agonist combination Add-on to pioglitazone Combination with pioglitazone

JANUVIA (Dipeptidyl Peptidase-4 Inhibitor): Markers of Improved ^-cell Function Aschner, P. et al., American Diabetes Association, June 2006 * p-value for change from baseline compared to placebo 0 wk 24 wk Placebo 0 wk 24 wk JANUVIA 100mg Proinsulin/insulin ratio p< 0.001* 0 wk 24 wk Placebo Ratio (pmol/L / pmol/L) 0 wk 24 wk JANUVIA 100mg 0.3 0.35 0.4 0.45 0.5 0.55 HOMA-^ (Homeostasis model assessment for beta-cell function) p< 0.001* mU/mmol 30 35 40 45 50 55 60 65 70 75 80

JANUVIA: Preclinical Studies Did Not Demonstrate Dermatologic Toxicity Reported with Other DPP-4 Inhibitors November, 2005: FDA requested that Merck conduct 3-month toxicity studies in monkeys with sitagliptin (JANUVIA) FDA had reports of dermatological toxicity with other DPP-4 inhibitors in development Merck's 3-month preclinical studies in monkeys No treatment related skin lesions were observed with JANUVIA Up to >40-fold maximum concentration of highest human dose (Cmax) >90% inhibition of DPP-4 enzyme sustained throughout dosing interval In contrast, results with a non-selective DPP-4 inhibitor (with activity against DPP-4, DPP-8, and DPP-9) showed treatment-related skin lesions at all doses studied Conclusion: necrotic skin lesions reported in preclinical studies with other DPP-4 inhibitors are highly unlikely to be a class effect of inhibition of the target DPP-4 enzyme, but rather off-target activity These studies were reviewed by FDA prior to approval of JANUVIA No labeling implications for JANUVIA

Merck's Late-Stage Development Pipeline December 12, 2006 MK-0518 HIV GABOXADOL Insomnia MK-0524A Atherosclerosis ROTATEQ Infant Gastroenteritis ZOSTAVAX Shingles GARDASIL Cervical Cancer ZOLINZA Cancer, CTCL JANUVIA (MK-0431) Diabetes JANUMET (MK-0431A) Diabetes MK-0517 CINV ARCOXIA Arthritis (Response to Approvable) MK-0524B Atherosclerosis MK-0364 Obesity MK-0974* Migraine MK-0822* Osteoporosis 2006 Approvals 2006 Under Review 2007 Phase III 2007 Anticipated Filings * Anticipated

JANUMET (MK-0431A): MK-0431 Combination with Metformin JANUMET Product Profile MK-0431 (JANUVIA) + metformin combination Filed as fixed dose combination with FDA 2Q06 FDA action anticipated 1Q07 Clinical Study Results JANUVIA added to ongoing metformin therapy in patients with inadequate glycemic control Improved glycemic control over 1 year Low incidence of hypoglycemia that was similar to placebo No increase in the incidence of common GI side effects associated with metformin Karasik, A. et al., European Association for the Study of Diabetes, September 2006

JANUMET: Improvements in A1C with Initial Co-Administration of MK-0431 and Metformin T T T T T *Placebo-subtracted LS mean change from baseline at Week 24 Sitagliptin 100 mg QD Metformin 500 mg BID Metformin 1000 mg BID Sitagliptin 50 mg + Metformin 1000 mg BID Sitagliptin 50 mg + Metformin 500 mg BID - -2.5 - -2 - -1.5 - -1 - -0.5 0 - -0.8 - -1.0 - -1.3 - -1.6 - -2.1 A1C (%)* Mean Baseline A1C = 8.8% (n=1091) Monotherapy Combination therapy Aschner, P. et al., European Association for the Study of Diabetes, September 2006

MK-0517: Intravenous Administration Complements Oral EMEND Therapy MK-0517 FDA action on chemotherapy-induced nausea and vomiting anticipated 2Q07 2003 Jan-2006 July-2006 EMEND (Oral) Chemotherapy Induced Nausea & Vomiting (CINV) Highly Emetogenic EMEND (Oral) Post-Operative Nausea & Vomiting MK-0517 (IV) FDA action for CINV Anticipated 2Q07 EMEND (Oral) Chemotherapy Induced Nausea & Vomiting (CINV) Moderately Emetogenic 2007

ARCOXIA: Selective Cox-2 Inhibitor Response to FDA Approvable Letter for ARCOXIA disclosed November, 2006 Included results of Multinational Etoricoxib and Diclofenac Arthritis Long-Term (MEDAL) Program ARCOXIA demonstrated similar rates of confirmed thrombotic cardiovascular events compared to diclofenac Initially, seeking approval for the treatment of osteoarthritis FDA response anticipated April, 2007 ARCOXIA is currently available in >60 countries in Europe, Latin America, Middle East/Northern Africa, and the Asia-Pacific region

ARCOXIA: Multinational Etoricoxib and Diclofenac Arthritis Long-Term (MEDAL) Program Cumulative Incidence of Confirmed Thrombotic Cardiovascular Events Laine, L. et al., American College of Rheumatology/Association of Rheumatology Health Professionals, November 2006 Cumulative Incidence (%) with 95% CI 0 1 2 3 4 5 6 7 Months 0 6 12 18 24 30 36 42 ARCOXIA Diclofenac

Merck's Late-Stage Development Pipeline December 12, 2006 MK-0518 HIV GABOXADOL Insomnia MK-0524A Atherosclerosis ROTATEQ Infant Gastroenteritis ZOSTAVAX Shingles GARDASIL Cervical Cancer ZOLINZA Cancer, CTCL JANUVIA (MK-0431) Diabetes JANUMET (MK-0431A) Diabetes MK-0517 CINV ARCOXIA Arthritis (Response to Approvable) MK-0524B Atherosclerosis MK-0364 Obesity MK-0974* Migraine MK-0822* Osteoporosis 2006 Approvals 2006 Under Review 2007 Phase III 2007 Anticipated Filings * Anticipated

MK-0518: A Novel, First-in-Class Treatment for HIV-1 Infection MK-0518 is an inhibitor of the HIV integrase enzyme Necessary for integration of the virus's genetic information into the host cell Results of Clinical Studies: Potent antiretroviral activity demonstrated in treatment-naive and treatment- experienced patient populations with BID dosing No significant changes in serum lipids at week 24 MK-0518 was generally safe and well-tolerated Currently in Phase III clinical trials Expanded access program initiated 3Q06 Anticipated NDA filing 2Q07 Fast Track designation for treatment-experienced indication Phase III program in treatment-naive patients underway

MK-0518 (HIV Integrase Inhibitor) Rapid Antiretroviral Activity in Treatment-Naive Patients Markowitz, M. et al., XVIth International AIDS Conference, August 2006 *p < 0.001 for MK-0518 at each dose versus efavirenz 0 2 4 8 12 16 24 Week 0 20 40 60 80 100 Percent of Patients with HIV RNA <50 copies/mL * * MK-0518 400 mg Efavirenz

MK-0518: Potent Antiretroviral Activity in Treatment-Experienced Patients Grinsztejn, B. et al., Interscience Conference on Antimicrobial Agents and Chemotherapy, September 2006 0 2 4 8 12 16 Week of Treatment 0 20 40 60 80 100 Percent of Patients with HIV RNA <50 Copies/mL MK-0518 400 mg + OBT Optimized Background Therapy (OBT) Alone

MK-0518: No Significant Changes in Serum Lipids at Week 24 in Treatment-Naive Patients *p<0.05 for comparison to Efavirenz MK-0518 400 mg Change from Baseline Change from Baseline Week * 0 12 24 - -2 0 2 4 6 8 10 Serum HDL-C (mg/dL) Teppler, H. et al., Interscience Conference on Antimicrobial Agents and Chemotherapy, September 2006 - -20 - -10 0 10 20 30 Serum Cholesterol (mg/dL) * Week 0 12 24 - -20 - -10 0 10 20 Serum LDL-C (mg/dL) * - -100 - -50 0 50 100 Serum Triglyceride (mg/dL) *

Gaboxadol: A New Mechanism for the Treatment of Insomnia Gaboxadol is a first-in-class SEGA (selective extra-synaptic GABA-A agonist) treatment for insomnia Binds to GABA-A receptors containing d subunits, which are highly expressed in brain areas regulating sleep (e.g., thalamus) Does not interact with the benzodiazepine binding site Gaboxadol is likely to be scheduled Results of Clinical Studies: Improved sleep quality Increased slow-wave sleep without suppressing REM sleep Gaboxadol was generally safe and well-tolerated Joint Lundbeck/Merck Phase III development program ongoing Phase III clinical data to be submitted to the American Psychiatric Association (May, 2007) and Associated Professional Sleep Societies (June, 2007) Anticipated NDA filing mid-2007 H. Lundbeck A/S Alliance

HDL-C (mg/dL) Relative CHD Risk after 4 Years Source: Framingham Heart Study Lipid Management Beyond LDL-C Low HDL-C and Increased CHD Risk 100 160 220 85 0.3 0.4 0.55 65 0.4 0.65 0.9 45 0.65 1 1.6 25 1.3 1.6 2.7 LDL-C (mg/dL) There is a significant unmet medical need for reducing the risk of cardiovascular events. NCEP, ISA and ESC guidelines identify patients with low HDL-C as at increased CHD risk Roughly 50 million Americans have low HDL-C (25% of adults)

MK-0524A & MK-0524B: A Novel Approach to Lipid Management with Proven Outcomes MK-0524A Merck's extended-release niacin combined with a novel flushing pathway inhibitor Target 2 gram dose of niacin routinely available Proven cardiovascular benefits associated with niacin treatment Early outcome study demonstrated benefit in heart disease1 Atherosclerosis studies indicated vascular improvement2,3 In 8-week Phase II study, HDL-C increase of 20-25% and triglyceride decrease of 25-30% achieved Anticipated to be used with any statin Clinical data to be submitted to American Heart Association (November, 2007) Anticipated NDA filing - 2007 MK-0524B Simvastatin combined with MK-0524A Phase III program ongoing Anticipated NDA filing - 2008 1Canner P.L. et al. JACC 1986, 8 (6):1245-55 2 Brown B.G. et al. NEJM 2001, 345:1583-1592 3 Taylor A.J. et al. Circulation 2004, 110 (23):3512-3517

MK-0524 Co-Administered with Extended Release Niacin (n = 412) Lipid Modifying Efficacy Retained with MK-0524 Co-Administration 1mean percentage of days moderate or greater flushing Percentage of Days with Moderate or Greater Flushing Reduced with MK-0524 Co-Administration Placebo Extended Release Niacin Extended Release Niacin + MK-0524 Extended Release Niacin 2 g 0 1 2 3 4 5 6 7 8 Study Week Extended Release Niacin 1 g 0 20 40 60 80 100 Mean (SE) Percentage of Days During which GFSS >41 Percent Change from Baseline 30 25 20 15 10 5 0 - -5 - -10 - -15 - -20 - -25 - -30 - -35 HDL-C LDL-C Triglycerides Placebo Extended Release Niacin Extended Release Niacin + MK-0524 Paolini, J. et al, American Heart Association, November 2006

Study Partner n Duration Objective Study Start ACHIEVE Carotid IMT study MedPace/ ImagePace 900 2 years Assess the effect of MK-524A + any statin on carotid intima media thickness 3Q06 HPS2-THRIVE Clinical Outcome Study Oxford Clinical Trial Study Unit 20,000 4 years Assess the effect of MK-524A and simvastatin (40 mg) on clinical outcomes in high risk patients 1Q07 MK-0524A & MK-0524B: Cardiovascular Surrogate Endpoint Study & Outcomes Study

MK-0364: A New Treatment for Obesity MK-0364 is a highly selective cannabinoid-1 (CB-1) receptor inverse agonist Results of Early Clinical Studies MK-0364 demonstrated significant weight-loss efficacy versus placebo MK-0364 was generally safe and well-tolerated As reported with another CB-1 receptor inverse agonist, some psychiatric adverse experiences have been observed Focused Phase III program initiated 4Q06 Anticipated NDA filing: 2008

MK-0974: A New Mechanism for the Treatment of Migraine MK-0974 is a potent antagonist of the calcitonin gene related peptide (CGRP) receptor CGRP, a neuropeptide, is released during migraine attacks Migraine attacks successfully treated when CGRP release is blocked CGRP receptor antagonists inhibit the transmission of pain signals in the brainstem Results of Early Clinical Studies Potential for sustained pain-free efficacy (2 - 24 hours) Potential for differentiated cardiovascular safety profile versus triptans MK-0974 was generally safe and well-tolerated Clinical data to be submitted to American Headache Society and International Headache Society meetings (June, 2007) Anticipate Phase III program initiating 1Q07 Anticipated NDA Filing: 2009

MK-0822: A New Mechanism for the Treatment of Osteoporosis MK-0822 is an inhibitor of Cathepsin K Cathepsin K is a cysteine protease responsible for bone matrix degradation Inhibition of Cathepsin K decreases bone resorption Results of Early Clinical Studies Potential for efficacy comparable to bisphosphonates Potential for weekly dosing of MK-0822 with or without food No unique dosing requirements MK-0822 was generally safe and well-tolerated Anticipate initiating Phase III program mid-2007 Anticipated NDA filing 2011

Merck's Late-Stage Development Pipeline December 12, 2006 MK-0518 HIV GABOXADOL Insomnia MK-0524A Atherosclerosis ROTATEQ Infant Gastroenteritis ZOSTAVAX Shingles GARDASIL Cervical Cancer ZOLINZA Cancer, CTCL JANUVIA (MK-0431) Diabetes JANUMET (MK-0431A) Diabetes MK-0517 CINV ARCOXIA Arthritis (Response to Approvable) MK-0524B Atherosclerosis MK-0364 Obesity MK-0974* Migraine MK-0822* Osteoporosis 2006 Approvals 2006 Under Review 2007 Phase III 2007 Anticipated Filings * Anticipated

MK-0859: CETP Inhibitor for the Treatment of Atherosclerosis MK-0859 is an inhibitor of the cholesteryl ester transfer protein (CETP) Transfers cholesteryl esters between lipoproteins Eight-week Phase IIb trial completed No serious CV adverse experiences on MK-0859 observed Product Development Criteria: Increase HDL-C by > 50% Reduce LDL-C by > 20% Effect on blood pressure similar to placebo

MK-0457 (VX-680): A Novel Inhibitor of Aurora Kinase MK-0457 is a competitive small molecule kinase inhibitor Inhibits aurora kinase A/B/C; FLT3; BCR-ABL; JAK2 Initial Phase I studies demonstrate clinical activity Chronic myeloid leukemia and acute lymphocytic leukemia in patients with BCR-ABL T315I resistance mutation Myeloproliferative diseases with refractory JAK-2 V617F activating mutation Currently in Phase I/II for solid tumors and relapsed/refractory leukemia Phase II study in patients with BCR-ABL T315I resistance mutation planned in early 2007 Giles, F. et al., American Society of Hematology, December, 2006 Giles, F. et al., Blood 2007, 109

Key Late Stage Development Highlights Five FDA approvals in 2006 Three 2006 submissions under FDA review Anticipate three submissions in 2007 Two additional programs currently in phase III Anticipate two additional phase III programs by mid-2007

Outline Late Stage Pipeline Review Merck Research: Improving Drug Discovery Focusing on Nine Priority Disease Areas Alzheimer's Disease, Atherosclerosis, Cardiovascular, Diabetes, Novel Vaccines, Obesity, Oncology (Targeted Therapies), Pain, Sleep Disorders Pipeline Overview

Merck Research: Improving Drug Discovery Building Merck's Scientific Strength Industrializing Research Technologies Increasing the Probability of Success and Increasing Productivity Enhancing a Partnership Focus Leveraging Targeted Acquisitions

Building Merck's Scientific Strength 2006: Key MRL Franchise Head Recruits Dr. Alan Ezekowitz Senior Vice President, Head of Respiratory, Endocrine, and Inflammation Previously Charles Wilder Professor of Pediatrics at Harvard Medical School, and Chief of Pediatric Services at Massachusetts General Hospital Dr. Luciano Rossetti Senior Vice President, Head of Diabetes & Obesity Previously Judy & Alfred Rosenberg Chair in Diabetes Research, and Professor of Medicine and Molecular Pharmacology at Albert Einstein College of Medicine 2006: Key MRL Vice President Appointments Two recruited from industry Two recruited from academia Three internal promotions

Merck Research: Improving Drug Discovery Building Merck's Scientific Strength Industrializing Research Technologies Ultra High Throughput Screening RNA interference target discovery Increasing the Probability of Success and Increasing Productivity Enhancing a Partnership Focus Leveraging Targeted Acquisitions

Industrializing Research Technologies: Ultra High Throughput Screening of Chemical Libraries Assay Cost per well 2001 2002 2003 2004 2005 2006 Decreasing Cost through Assay Miniaturization and Efficiencies On-line 2.2 million compound storage Robotics system dedicated to complex 1536-well plate assays > 60 million assay results per year 2001 reference: < 8 million assay results

Incorporating Scientific Breakthroughs and New Technologies Into Drug Discovery RNA interference (RNAi) is used to regulate gene expression in cells Merck is integrating advances in genomic research into our drug discovery processes Example: Automated, genome scale, high-throughput RNAi screening for drug target discovery The Nobel Prize in Physiology or Medicine 2006 "for their discovery of RNA interference - gene silencing by double-stranded RNA"1 Andrew Z. Fire Craig C. Mello 1http://nobelprize.org/nobel_prizes/medicine/laureates/2006/

Fully Automated RNAi High Throughput Screening: RNAi Pools for >22,000 Human Genes 2005 - 2006 > 600,000 RNAi wells screened per year

Genome-Scale, High Throughput RNAi Screening Identifies Novel Alzheimer's Disease Drug Targets Ab42EV (% NS Control) 0 0 sAPPa (% NS Control) 50 100 150 200 100 200 300 400 500 600 700 800 Ab42EV <50% sAPP?=89% PSENEN LRRTM3 BACE1 NCSTN PSEN2 Majercak, J. et al., PNAS 2006, 103, 17967-17972 Stone, D. et al., International Conference on Alzheimer's Disease and Related Disorders, July 2006

Merck Research: Improving Drug Discovery Building Merck's Scientific Strength Industrializing Research Technologies Increasing the Probability of Success and Increasing Productivity Enhancing a Partnership Focus Leveraging Targeted Acquisitions

Increasing the Probability of Success: An Early Development Mindset Develop Franchise-Based Strategy Develop Disease & Target Proof-of-Concept Tools Discover & Develop a Lead Compound POCM Path [proof-of-concept-molecule] Limited pre-investment Examples: Monoclonal antibody - - Intravenous compound Poor pharmacokinetics Limited patent life PCC Path [pre-clinical-candidate] - - Preclinical studies Phase I studies - - Phase IIa trial Go / No-Go Phase IIb External Collaboration Opportunities Disease Biomarkers Experimental Medicine

Example: Developing Disease and Proof of Concept (POC) Tools for Atherosclerosis Through Studies of Plaque Atherosclerosis is a chronic and progressive disease Validation of new therapies requires large, long-term clinical outcomes trials Approach: Obtain plaque from legs of patients with peripheral arterial disease Obtain plaque post-dosing with a drug candidate or placebo Study effects on plaque biomarkers Cells, proteins, lipids, RNA expression Substantial investment in genomics Anticipated benefits: Prioritization of drug targets prior to phase II trials Development of blood biomarkers and imaging tools Identification of plaque subtypes to optimize drug therapies

Access to Atherosclerotic Plaque Excised by the FoxHollow SilverHawk(tm)

Example of Disease Biomarker Discovery: Atherosclerotic Plaque Excised From Diabetic Patients is Enriched in Inflammatory Genes Gene signatures in atherosclerotic plaque Upregulated genes are significantly enriched for immune cell activation processes (p <10-17) Non-Diabetic Non-Diabetic Diabetic Diabetic Pool type 2 Pool type 1 Up regulation Down regulation Up regulation Down regulation

1CMR International, 2001- 2005 (Major Company Median Comparison) June 2006 Typical Timeline for Early Development1 Accelerating Early Development Timelines: First in Man to First Pivotal Dose FIM to 1st Pivotal Dose (years) Merck Timelines for Recent Early Development Programs (average) 3.7 years Phase I Phase II Phase I Phase II 2.5 years MK-0431 (JANUVIA): Diabetes MK-0524A: Atherosclerosis MK-0518: HIV MK-0364: Obesity MK-0974: Migraine MK-0822: Osteoporosis

3 month reduction 2005-2006: Anticipated Cycle Time Reductions 2006-2007: Anticipated 2 months reduction in Development Processes 2005 Annual Business Briefing: Late Development Cycle Time Reduction Goals 4 month reduction Protocol Approval Last Patient In Last Patient Out WMA 2005-2007 Total Anticipated Cycle Time Acceleration: 9 Months 20% increase in throughput without increasing operational costs Continuous improvement productivity gains anticipated

1 2003-2004 baseline 2 2005-2006 cycle times 3 month reduction 2005-2006: Anticipated Cycle Time Reductions 4 month reduction Protocol Approval Last Patient In Last Patient Out WMA 2006 Annual Business Briefing: Late Development Cycle Time Reduction Results Phase IIb 2 month Phase III 2 month Phase IIb 4.2 month Phase III 3.5 month LPO-WMA 3 month LPO-WMA 3 month 2005 Goal: 7 month cycle time reduction1 2006 Results: 10.7 month cycle time reduction2

Merck Research: Improving Drug Discovery Building Merck's Scientific Strength Industrializing Research Technologies Increasing the Probability of Success and Increasing Productivity Enhancing a Partnership Focus Leveraging Targeted Acquisitions

Enhancing a Partnership Focus Alliances with external partners are an integral and essential part of our long-term business and research strategy Our goal is simply to pursue the best scientific programs from both internal research and external collaborations Continually evaluate potential opportunities Early through late stage product opportunities Coordinated approach, across entire Company

Merck's Licensing Strategy Committed to ensuring a strong internal research capability Leverage this capability by identifying the best external opportunities Openly collaborate with the best partners 2006 > 5,500 Interactions > 1000 Opportunities reviewed > 450 Confidentiality agreement 35 Key Acquisitions & Alliances Signed

2006: Selected Licensing and External Research Agreements NEUROMED PAIN AMBRILIA HIV PROTEASE INHIBITOR IDERA IMMUNOMODULATORS FOXHOLLOW EXPANDED SCOPE GLADSTONE APOLIPOPROTEIN E HARVARD VISUAL CYCLE INHIBITORS ABMAXIS ANTIBODY GLYCOFI YEAST TECHNOLOGY Sirna Therapeutics* RNAi * pending Technology & Academic Collaborations Acquisitions Development Candidates

Merck Research: Improving Drug Discovery Building Merck's Scientific Strength Industrializing Research Technologies Increasing the Probability of Success and Increasing Productivity Enhancing a Partnership Focus Leveraging Targeted Acquisitions

October, 2006: Merck Announces Intent to Acquire Sirna Therapeutics, Inc. Sirna Therapeutics, Inc. RNAi-based therapeutics selectively catalyze the destruction of the RNA transcribed from an individual gene Sirna is the first company to enter human clinical trials with an optimized siRNA and demonstrate biological activity of an siRNA in humans The potential acquisition of Sirna complements Merck's internal research capabilities in genomics

GlycoFi, Inc.: Acquired by Merck in June, 2006 Novel yeast-based technology and proprietary, genetically modified Pichia strains Production of proteins (monoclonal antibodies, protein therapeutics and vaccines) with selected and specific human glycosylation forms Enables identification and selection of the most effective glycoform for development of a therapeutic (e.g., ADCC, pharmacokinetics) Increased speed from target selection to human clinical trials Decreased cycle time and cost for development and manufacturing

Hamilton, S. et al., Science 2006, 313, 1441-1443 GlycoFi: Characterization of Different Glycoforms of Recombinant Erythropoietin 0 50 Wild-type Yeast Strain 10 100 150 200 250 300 350 400 15 20 25 30 35 40 45 50 55 60 65 Intensity (mV) Wild-type Genetically Engineered Day 8 Day 15 Day 8 Day 15 Change in Hematocrit (%) 0 - -5 - -10 5 10 15 20 25 30 45 135 405 Dosage (mg/kg) 10 Genetically Engineered Strain 0 200 400 600 800 15 20 25 30 35 40 45 50 55 60 65 Intensity (mV) Retention Time (min)

Abmaxis, Inc.: Acquired by Merck in May, 2006 Novel structure-based antibody library design capabilities Proprietary adapter-display technology that enables generation of phage display libraries based on the expression of two distinct gene products Post-translational assembly to form protein complexes displayed on the phage surface Provides unique technology platform and associated IP to identify and develop novel antibody therapeutics Together with GlycoFi, these technologies provide Merck with lead generation through manufacturing capabilities

Outline Late Stage Pipeline Review Merck Research: Improving Drug Discovery Pipeline Overview

R&D Pipeline Discussion Phase III Specific compounds Phase I and II The most advanced compound with a specific mechanism in a given therapeutic area Not included: Back-up compounds, regardless of their phase of development Additional indications in the same therapeutic area Additional claims for in-line products, line extensions, or formulations

Merck Pipeline - December 2002 Cancer, c-4618 Vaccines: HIV Vaccine Obesity, c-2735 Anxiety, c-2138 Pediatric Vaccine Osteoporosis, c-8310 Diabetes, c-1744 Respiratory Disease, c-3885 Atherosclerosis, VYTORIN Diabetes, MK-0767 Infant Gastroenteritis, RotaTeq Pediatric Vaccine, PROQUAD Shingles, Zoster Vaccine Depression, MK-0869 Cervical Cancer, HPV Vaccine Respiratory Disease, c-3255 Under Review CINV EMEND Atherosclerosis ZETIA Phase II Phase I Phase III Licensed (Pipeline) 2002 Approvals 60

Diabetes, MK-3887 HIV, MK-0518 Athero., MK-0524B Insomnia GABOXADOL Under Review Athero., MK-0524A Advanced since December, 2005 Arthritis/Pain ARCOXIA CINV MK-0517 Migraine, MK-0974 Obesity, MK-0364 Stroke, MK-0724 Diabetes JANUVIA Rotavirus Gastroenteritis ROTATEQ HPV and related cervical cancer and genital warts GARDASIL* Shingles ZOSTAVAX Cancer CTCL ZOLINZA Cancer, MK-4721 Cardiovascular, MK-8141 Endocrine, MK-0867 Cancer, MK-0646 Infect. Dis., MK-2764 Glaucoma, MK-0994 Licensed, alliance, or acquisition (Pipeline) *Multiple Licenses, including CSL, Ltd. ** Proof-of-Concept Molecule Cancer, MK-0457 Pain, MK-6721 Overactive Bladder MK-0594 Overactive Bladder MK-0634 Respiratory Dis., MK-0633 Cancer, MK-0822 Atherosclerosis, MK-0859 Diabetes, MK-0533 Osteoporosis, MK-0822 Pain, MK-0759 Endocrine, MK-0677 HIV, V526 HPV, V502* Atherosclerosis, MK-0633 Hypertension, MK-0736 Infect. Dis. (Pediatric) V419 Alzheimer's Dis., MK-0249 Infect. Dis., MK-8122 Alzheimer's Dis, MK-0952 Cancer, MK-0429 Cancer, V930 Endocrine, MK-0974 Infect. Dis. (Flu), V512 Insomnia, MK-0454 Osteoporosis, MK-0773 Diabetes, MK-0893 Infect. Dis., (S. aureus) V710 Cancer, MK-0752 Cardiovascular, MK-0448 Diabetes, MK-0941 Cancer, MK-0731 Parkinson's Dis, MK-0657 Psychiatric Dis., MK-2637 Infect. Dis., MK-7009 Atherosclerosis, MK-6213 Infect. Dis., MK-0608 Psychiatric Dis., MK-0249 Psychiatric Dis., MK-5757 Merck Pipeline - December 12, 2006 Pain, MK-2295** Diabetes JANUMET Arthritis, MK-0822 Phase II Phase I Phase III 2006 Approvals Phase I 61

Summary Five product launches in 2006 and a robust late-stage pipeline Enhancing Merck's Research Building scientific strength Industrializing research technologies Implementing a comprehensive approach to early clinical development Enhancing a partnership focus Leveraging strategic acquisitions Continued acceleration of Early and Late Development and sustained increase in productivity without compromising high standards of scientific excellence Strong overall pipeline to support long-term growth

Questions and Answers

Global Human Health and Commercialization Peter Loescher President, Global Human Health

New Leadership Team Drives Fundamental Change New Leadership Team Drives Fundamental Change President - Merck Vaccines Chief Marketing Officer Merck Head Merck/Schering Plough JV Highly experienced global leadership team General Managers drive global franchise strategies Regional heads execute against global plan Greater accountability and customer focus New position or leader Incumbent Execution rigor, customer focus, speed of decision making

Marketing and Medical Services Functions Support One Global Organization Clear roles, responsibilities and decision rights NEW ORGANIZATIONAL STRUCTURE Support customer needs, maintain compliance STANDARD GLOBAL PROCESSES Performance metrics tied to driving behaviors ENABLING SYSTEMS Significantly improved efficiency and execution Lean/six sigma operating model

Global Franchise Alignment Drives Value and Customer Focus Merck Research Labs Global Human Health Target through IIb development Phase III - V development* Countries/ Regions Global marketing Athero & CV Diabetes & Obesity Infectious Diseases Oncology Neuroscience & Ophthalmology Immunology, Respiratory, Bone & Endocrine Athero & CV Diabetes & Obesity Merck Vaccines Division (MVD) Oncology, specialty & new products Infectious Disease and Hospital Products Respiratory, Bone, Arthritis & Analgesia * reports to Merck Research Labs

New Commercial Model

Industry Must Embrace New Ways of Engaging Physicians on Their Terms and Execute with Greater Productivity 1999 2000 2001 2002 2003 2004 2005 Details 5.8 6.3 6.5 7.2 9.4 11.1 11.2 1999 2000 2001 2002 2003 2004 2005 Details 5.8 6.3 6.5 7.2 9.4 11.1 11.2 $6.3 $6.5 $7.2 $9.4 $11.1 $11.2 100 reps 81 make it past reception On average, a call lasts 4.5 minutes 54 see the physician (27 drop samples and leave) < 25 quality, two way discussions Current Industry Model Source: Verispan promotional audits 4/21/2006 Source: ImpactRx SNL 2005

Leading the Way to New Commercial Model Increase expertise, focus and efficiency of reps Customize resources to physician practice and managed care environment Collaborate with health plans to enhance appropriate utilization and improve overall care Leverage ongoing initiatives with plans and physicians Reduced number of reps promoting same primary care brand by up to 50% Redeployed resources to support vaccine launches 2004 2006 Design Broadened engagement with scientific leaders Increased reliance on alternative channels Expanded e-detailing and web offerings Invested "to win" in HPV and diabetes markets Initiated productivity pilots globally Pilot Execute Decreased the number of reps for major in- line products by 1,500

Increase in U.S. Primary Care Sales Force Productivity Productivity pilots launched in 2005 Initial results showed 9% increase in calls Enhancements made in 2006 Days on territory increased 17% Annual calls per representative increased 20% Productivity gains allow us to reach more physicians with higher impact

Multi-Channel Marketing - Video Detailing Aggressive investment to tailor channels to customer Increased length of detail Specialist Primary Care Video 124 53 40 Specialist Primary Care Video East 4 4 10 Cost per detail Length of detail Decreased cost per detail Merck has developed state-of-the- art video services to interact with a large volume of physicians = traditional channel Tele or video-detailing to nearly 50,000 offices Minutes Source: Merck

Making Significant Progress in Promotional Spend Reduction Per Brand 2005 Base 2006 Estimate Field Force 177 169 Promotion 83 79 Promotion Field Force Reduction in U.S. primary care promotional spending - -5% 15-20% less in the U.S. Better demonstration of value More targeted channels Different selling roles and configuration; more alternative channels ILLUSTRATIVE Historical spending mix per brand Payer Patient Physician promotion and direct selling Future spending mix per brand (~2010) Payer Patient Spending per brand Physician promotion and direct selling On track to deliver overall spend reduction by 2010

Applying New Commercial Model to Product Launches

GARDASIL Global Commercial Model to Maximize Success Develop advocacy support Support HPV vaccination recommendations Support national and state initiatives Provide access to underserved globally Educate target audience and ask them to inform social network ("Tell Someone") Motivate parents and young adult females to request GARDASIL Establish burden of disease and drive urgency to vaccinate across full cohort Create new vaccinators among OB-GYNs and PCPs Parent and Young Adult Female Motivation Expedite Global Approvals and Policy Recommendations Communicate value proposition Drive rapid coverage decisions Quick and Broad Public and Private Funding POLICY Strong Uptake Among Providers PAYERS PROVIDERS CONSUMERS

GARDASIL Unprecedented Achievements Unanimous ACIP recommendation within 3 weeks Broad vaccination endorsement by professional societies globally Supporting US state efforts to achieve high immunization rates Reimbursed by plans covering 94% of managed care lives States/cities covering 80% of public sector cohort have purchased GARDASIL under Vaccines for Children program Pursuing funding through international governments Accelerated approval in US, EU and 18 other markets for 9-26 year old cohort Broad indication for cervical cancer, genital warts, and related HPV diseases Strong opinion leader advocacy Widespread scientific presentations/publications of clinical evidence Educated providers through personal promotion and multi-channel marketing Strong initial support with pediatricians and OB-GYNS Achieved Broad and Comprehensive Global Approvals Supported Expedited and Broad Policy Recommendations Attained Quick and Broad Public and Private Funding Established Rapid and Strong Uptake Among Providers

GARDASIL Innovative and Effective Consumer Education Establishing link between HPV and cervical cancer "Make the Connection" "Tell Someone" Building awareness of availability of GARDASIL "One Less" Patient education in HCP offices and on-line Partnership marketing Pre-Campaign Post-Campaign East 0.05 0.5 Percent of targeted consumers identifying HPV as cause of cervical cancer Motivate Parents and Young Adult Females to Request GARDASIL

GARDASIL Capitalize on Lead to Market Expect launches in more than 65 markets by end of 2007 First and only HPV vaccine on market Proven cervical cancer protection Broadest cancer protection - cervical cancer, precancerous or dysplastic lesions, and genital warts caused by HPV types 6, 11, 16 and 18 Proven 4 years+ duration of protection and immune memory * Per capita GNI > $9,385 Launch into New Markets Expand into New Cohorts Maximize Competitive Differentiation

Achieved Strong Performance with 45% 3Q YTD Growth Across Vaccine Portfolio Launched in US, EU, 11 other markets Recommended by ACIP and reimbursed by plans covering >90% managed care lives 44% uptake in 12-23 month infants 29% growth in total varicella doses Launched in US and recommended by ACIP Reimbursed by plans covering >70% managed care lives All states implemented ACIP recommendation

Diabetes: An Emerging Worldwide Epidemic 1 Diabetes Atlas, 2nd Edition, International Diabetes Federation, 2003 2 IDF website: facts and figures Prevalence Worldwide prevalence of diabetes: 194 MM1 Expected to increase dramatically by 72% to 333 MM in 20251 Disease Burden Fourth leading cause of death by disease globally2 Leading cause of blindness and visual impairment in adults in developed countries2 Most common cause of amputation, people with diabetes are 15 to 40 times more likely to require a lower-limb amputation compared to the general population2 People with diabetes are two to four times more likely to develop cardiovascular disease than people without diabetes2 Accounts for between 2.5% and 15% of annual health budgets2

Top 7 countries: US, Japan, UK, Germany, France, Italy, Spain 1 Decision Resources 2 Diabetes Care 27:694-698, 2004 (current ADA guidelines of HbA1c goal <7%) There is a Significant Need for Effective and Well Tolerated New Therapies Top 7 Countries Type 2 Diabetes Prevalence1 48.8 MM Total # Diagnosed1 31.3 MM (64%) Total # Diagnosed and Not Treated1 4.7 MM (15%) Total # Diagnosed and Treated1 26.6 MM (85%) Total # Treated and Not At Goal2 16.8 MM (63%)

In the US There is a Significant Opportunity for New Therapies Initial Therapy1 Metformin Patients Needing Add-on Therapy1 55% MET 27% SU 18% TZD 5% Others 8% FDC A sizeable opportunity exists as initial therapy, even outside of metformin, and as add-on to metformin monotherapy instead of SUs and TZDs 50% SU 40% TZD 10% Others 1 IMS US LRx Database, (August 2006 Data month) 2 Decision Resources 2005 28% of patients require add-on therapy within one year2

Seek input and guidance on clinical development program Establish awareness of incretin science and sitagliptin through scientific exchange (ADA, EASD, IDF) Establish and build new incretin pathophysiology knowledge and relative value Advance diabetes treatment value proposition Educate consumers on diabetes and expand their role in managing diabetes Provide value-driven programs JANUVIA Global Commercial Model to Maximize Success Establish and build diabetes incretin pathophysiology awareness and knowledge Establish Merck as a leader by providing distinct education POLICY PAYERS PHYSICIANS CONSUMERS

Innovative Approach to Patient Education Exclusive partnership with Healthy Interactions in association with American Diabetes Association Transforming and improving diabetes education by incorporating Conversation Map(tm) technology Over 9,500 diabetes educators to be trained within the next 3 years "Conversation maps are one of the most important innovations in patient and physician education in a decade." - - Karmeen Kulkarni, President, Health Care and Education of the ADA

Multiple medical education forums delivered by external faculty within 24 hours Webcast series two days post launch to more than 1,000 scientific leaders Satellite symposium broadcast to over 7,000 healthcare professionals JANUVIA Launch Unprecedented Achievements and Innovation Januvia.com live 1.5 hours post approval, over 60,000 hits within first 3 weeks Sales representatives trained on product, first details within 36 hours 70% of target physicians reached within first 8 days of promotion JANUVIA trade to first pharmacies within 8 days of approval Key Opinion Leaders Product Promotion Product Availability Managed Care Speed and execution rigor support strong early uptake 49 full clinical discussions within two weeks representing 188 million lives in all MC segments

Source: IMS NPA Early Launch Data Shows Strong Interest in JANUVIA Source: INNOVEX Weekly OHA Market in Mexico - Weekly Rx JANUVIA overtook AVANDAMET at week six 4.13% 28th Aug - 2nd Sep 4th - 9th Sep 11th - 16th Sep 18th - 23th Sep 25th - 30th Sep 2nd - 7th Oct 9th - 14th Oct 16th - 21th Oct 23th - 28th Oct 30th Oct - 4th Nov 6th - 11th Nov 13th - 18th Nov 0.00 2.00 4.00 6.00 8.00 10.00 12.00 14.00 16.00 18.00 20.00 Rx PRODUCTOS AMARYL AVANDAMET AVANDIA BI EUGLUCON EUGLUCON GLUCOPHAGE ZACTOS JANUVIA

SINGULAIR #1 Prescribed Product in the U.S. Respiratory Market; Merck # 2 Respiratory Company in World Strong U.S. performance in asthma and allergic rhinitis Share and category growth Updated global guidelines recognize that SINGULAIR now has more prominent role as a controller treatment in asthma Recommended as one of only two options for routine use as initial controller treatment for asthma and as add-on treatment at steps thereafter RESPIRATORY MARKET - WEEKLY TRX SHARE (Source: IMS Health, NPA Weekly) 1/7/2006 1/28/2006 2/18/2006 3/11/2006 4/1/2006 4/22/2006 5/13/2006 6/3/2006 6/24/2006 7/15/2006 8/5/2006 8/26/2006 9/16/2006 10/7/2006 10/28/2006 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% TRx Share ADVAIR TOTAL FEXOFENADINE HCL FLUTICASONE PROP NASAL SPRAY NASONEX SINGULAIR(r) ZYRTEC

Key growth driver for Merck Strong relationship with Schering-Plough - working together to grow/expand business Take share from Lipitor Grow faster than Crestor Establish add-on with ZETIA/EZETROL as superior to titration with statins Complete and promote results of endpoint studies Merck/Schering-Plough Joint Venture Source: IMS NPA TRx Market Share for Selected Statins and MSP Products 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% Jan- 05 Feb- 05 Mar- 05 Apr- 05 May- 05 Jun- 05 Jul- 05 Aug- 05 Sep- 05 Oct- 05 Nov- 05 Dec- 05 Jan- 06 Feb- 06 Mar- 06 Apr- 06 May- 06 Jun- 06 Jul- 06 Aug- 06 Sep- 06 Oct- 06 TRx Share of Lipid Lowering Market Lipitor Crestor Total simvastatin Generic simvastatin VYTORIN ZETIA MSP JV 33.4% 16.9% 13.7% 8.9% 6.9% 6.7% 15.8%

Maximizing Launch Opportunities 2006 2007* ROTATEQ Rotavirus Vaccine ZOSTAVAX Shingles Vaccine GARDASIL HPV Vaccine JANUVIA Diabetes ZOLINZA CTCL PREMINENT (Hyzaar - Japan) Anti-hypertension JANUMET Diabetes ARCOXIA (US) Osteoarthritis EMEND IV CINV MK-0518 HIV * If approved

2006 2010 East 5.06 7.15 US 3.22 3.9 0.92 1.95 MK-0518 Market Opportunity HIV represents significant unmet medical need and commercial opportunity in the developed world HIV+ population leading longer, more productive lives - increasing target market Large treatment experienced population Significant treatment failures with existing therapies Constant need for improvements over existing therapies due to toxicities and resistance Increased uptake of existing brands and new classes; expanding treatment guidelines Global Antiretroviral Market $ Billions Source: Evaluate Pharma Developing World Developed World ex-US US

Summary New leadership team drives global execution Maximize significant growth opportunities with launch products Maintain momentum in existing products such as VYTORIN/ZETIA franchise and SINGULAIR Maintain tight control of cost base with relentless focus on productivity - deploy lean/six sigma

Questions and Answers

Financial Overview Judy C. Lewent Executive Vice President and Chief Financial Officer

Focused on Shareholder Returns New business model structured to drive top line and double-digit bottom line growth by 2010, excluding one time items Savings from cost management are reinvested to accelerate expanded pipeline productivity and new launches, and to contribute to Earnings Per Share (EPS) growth Growth profile may be further enhanced by potential focused acquisitions and future partnership activity Financial stewardship to maintain dividend and opportunity for share repurchases, supporting total shareholder returns Principles

2006 and 2007 Performance 2006 Results Expected to be In-Line with Guidance: Merck anticipates 2006 EPS of $2.48 to $2.52* Merck anticipates reported 2006 EPS of $2.18 to $2.25** 2007 Guidance Merck anticipates 2007 EPS of $2.51 to $2.59* Merck anticipates reported 2007 EPS of $2.36 to $2.49** * Excludes restructuring costs, the establishment of any reserves for any potential liability relating to the VIOXX litigation and does not include the impact of any potential acquired research expense relating to the anticipated Sirna Therapeutics acquisition. ** Includes restructuring costs. Excludes the establishment of any reserves for any potential liability relating to the VIOXX litigation and does not include the impact of any potential acquired research expense relating to the anticipated Sirna Therapeutics acquisition.

* 2005 total of $24.8 billion includes Merck sales of $22.0 billion plus $2.8 billion representing 50% of all JV revenue (Merck/Schering-Plough, Merial, Sanofi-Pasteur MSD, Johnson & Johnson ° Merck) New and In-Line Pharmaceutical Products and Vaccines Drive Revenue Growth 4 to 6% CAGR* 2005 to 2010 2005* 2010 Other New Products New Vaccines In-line Products and 50% of all JVs Patent Expiry Products

$3.8 Bn 2005 $600 - 800 million in R&D Savings Investing in LT Growth for expanded pipeline opportunities 2010 Mid-single digit CAGR Projected Research Expense: Year-to-Year Comparison 2005 vs. 2010 R&D guidance does not include the impact of any potential acquired research expense relating to the anticipated Sirna Therapeutics acquisition. Mid Single-Digit Compound Annual Growth in R&D Expense 2005 to 2010 Reflects Anticipated Benefits of Savings Initiatives and Opportunity to Invest in Growing Pipeline

Marketing and Administrative Savings Reinvested to Support New Product Opportunities Success of new commercial model allows: Resources to be reinvested directly into marketing of our expanded product portfolio Ability to capitalize on marketplace opportunities Maintain focus on tight cost control across all areas of the business On track to generate cumulative savings of $1.9 to $2.2 billion from new initiatives from 2006 through 2010 Marketing & Administrative expense flat in 2010 relative to 2006* *2006 Marketing and Administrative Expense excludes impact of VIOXX legal defense reserve

Successful Cost Management Provides Opportunity to Fully Support New Launches While Keeping 2010 Expense Flat Relative to 2006* *2006 Marketing and Administrative Expense excludes impact of VIOXX legal defense reserve 2006* 2010 Other New Products New Vaccines In-line Products Patent Expiry Products General and Selling Administrative Expense

Anticipate Double-Digit Compound Annual Earnings Per Share Growth By 2010 Relative to 2005 Base* Revenue (including 50% of all JV revenue) expected to grow by 4 to 6% CAGR from 2005 to 2010 Anticipate ongoing initiatives will generate cumulative manufacturing, marketing, administrative and research savings of $4.5 to $5.0 billion through 2010 Anticipate double-digit compound annual EPS growth by 2010, relative to 2005 base of $2.53*, based on projected: Gross margins of 77 to78% restored after 2008 Compound annual R&D expense growth of mid single-digits over the period 2005 to 2010 Marketing and Administrative expense flat in 2010 relative to 2006** * Excludes restructuring costs, net tax charges, any one time gains associated with the Astra-Zeneca partnership and the establishment of any reserves for any potential liability relating to the VIOXX litigation. 2005 reported EPS was $2.10. **2006 Marketing and Administrative Expense excludes impact of VIOXX legal defense reserve

Merck Is Focused on Cash Flow to Enhance Total Shareholder Returns Savings on capital expenditures from 2005 to 2008 of $1.4 billion; $100 million in additional savings versus prior expectations 2007 capital expenditures estimated at $1.2 billion Savings from ongoing initiatives to be reinvested in our expanded pipeline and marketplace opportunities for new products, and to contribute to EPS growth Growth can be supplemented by focused acquisitions and increased partnership activity Strong cash flows reinforce Merck's commitment to maintenance of the dividend, at the current level, and provide opportunity for share repurchases