Re: Merck & Co., Inc....Februar 19,2010 Michael Pressman Senior Counsel Merck & Co., Inc. One Merck Drive P.O. Box 100, WS3AB-05 Whtehouse Station, NJ 08889-0100 Re: Merck …

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549-4561

DIVISION OFCORPORATION FINANCE

Februar 19,2010

Michael PressmanSenior CounselMerck & Co., Inc.One Merck DriveP.O. Box 100, WS3AB-05Whtehouse Station, NJ 08889-0100

Re: Merck & Co., Inc.Incoming letter dated December 23,2009

Dear Mr. Pressman:

Ths is in response to your letter dated December 23,2009 concernng theshareholder proposal submitted to New Merck by Wiliam Steiner. We also havereceived a letter on the proponent's behalf dated Januar 1,2010. OurTesponse isattched to the enclosed photocopy of your correspondence. By doing ths, we avoidhaving to recite or sumarze the facts set forth in the correspondence. Copies of all ofthe correspondence also will be provided to the proponent.

In connection with ths matter, your attention is directed to the enclosure, whichsets forth a brief discussion ofthe Division's informal procedures regarding shareholderproposals.

Sincerely,

Senior Special CoUnsel

Enclosures

cc: John Chevedden

***FISMA & OMB Memorandum M-07-16***

Februar 19,2010

Response of the Office of Chief CounselDivision of Corporation Finance

Re: Merck & Co., Inc.Incoming letter dated December 23,2009

The proposal relates to special meetings.

There appears to be some basis for your view that New Merck may exclude theproposal under rue 14a-8(f). We note that the proponent appears to have failed tosupply, within 14 days of receipt of New Merck's request, documentar supportsuffciently evidencing that he satisfied the minimum ownership requirement for theone-year period required by rue 14a-8(b). Accordingly, we will not recommendenforcement action to the Commission if New Merck omits the proposal from its proxymaterials in reliance on rules 14a-8(b) and 14a-8(f).

Sincerely,

Rose A. ZuknAttorney-Adviser

DIVISION OF CORPORATION FINANCE INFORMAL PROCEDURES REGARDING SHAHOLDER PROPOSALS

The Division of Corporation Finance believes that its responsibility with respect to matters arising under Rule 14a-8 (17 CFR 240. 14a-8), as with other matters under the proxyrules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a paricular matter to recommend enforcement action to the Commission: In connection with a shareholder proposalunder Rule 14a-8, the Division's staff considers the information fuished to it by the Company in support of its intention to exclude the proposals from the Company's proxy materials; as well as any information fuished by the proponent or the proponent's representative.

Although Rule 14a-8(k) does not require any communications from shareholders to the . Commission's staff, the staff will always consider information concerning alleged violations of .. the statutes administered by the Commission, including argument as to whether or not activities proposed to be taen would be violative of the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staffs informal

procedures and proxy review into a formal or adversar procedure.

It is important to note that the stafr s and Commission's no-action responses to Rule 14a-8u) submissions reflect only informal views. The determinations reached in these no-

action letters do not andcannot adjudicate the merits of a company's positlonwith respect to the

proposaL. Only a court such as a U.S. District Court can decide whether a company is obligated to include shareholder proposals in its proxy materials. Accordingly a discretionar determination not to recommend or take Commission enforcement action, does not preclude a proponent, or any shareholder of a company, from pursuing any rights he or she may have against the company in court, should the management omit the proposal from the company's proxy materiaL.

JOHN CHEVEDDEN

Januar 1,2010

Offce of Chief Counsel

Division of Corporation FinanceSecurities and Exchange Commssion100 F Street, NEWashigton, DC 20549

# i Wiliam Steiner's Rule 14a-8 Proposal

Merck & Co., Inc. (MRKSpecial Meeting Topic

Ladies and Gentlemen:

This responds to the December 23,2009 no action request. Mr. Willam Steiner continuouslyowned far in excess of $2000 of Merck and Scherig- Plough stock each since before Janua 1,2008. Mr. Steiner never sold this Merck and Schering-Plough stock. The company is wellaware tht Mr. Steiner has been a long-term shareholder because Merck and Schering-Plougheach published Mr. Steiner's 2009 rule 14a-8 proposals according to the attachlents.

Mr. Steinerforvarded his Merck broker letter on November13, 2009. Merck replied onNovember 23, 2009 with "I note the confirmation tht Mr. Steiner has been the beneficial ownerof at least $2,000inmarket value of Merck securities for one year as ofthe date the proposal wassubmitted and will hold the requisite market value of Merck securties though the date of theAnul Meeting."

Merck never rescinded its November 23, 2009 letter and never questioned Mr. Steiner'sNovember 23, 2009 broker letter. Mr. Steiner should not be penalized for relying on the

company November 23, 2009 letter.

This is to request that the Securities and Exchange Commssion allow this resolution to stand andbe voted upon in the 2010 proxy.

Sincerely,~J-. ohn Chevedden

cc:Wiliam Steiner

Debra Bollwage -odebra _ bollwage~merck.com:;

***FISMA & OMB Memorandum M-07-16*** ***FISMA & OMB Memorandum M-07-16***

DEF 14A

Table of Contents s ~.,p - 2. Ol ,

SHAREHOLDER PROPOSALS- Each of the shareholder proposals on thc agenda for the 2009 Annual Meeting of Sharholders was submitted by John

~ Chevedden. To Schering-Plo~'s knowledge, Chevedden owns no share ofSchering-Plough stock.

For proposal three on cumulative voting, Chevedden was named as proxy by proponent Willam Steiner, who owns approximately 2,000 common shares. F cial

meeting, Chevedden was named as proxy by proponent Kenneth Steiner, whoowns approximately 1,000 common shares.

.'---.lfthe proponent, or his qualified representative, is present and submits the proposal for a vote, then the proposal wil be votedupon at the Annual Meeting of Shareholders.The text submitted by the proponents for each ofthe proposals contain certin assertions about Schering-Plough and its

Directors that we believe are incorrect. We have not attempted 10 refute each item we believe to be inaccurate, because theBoard has remmended a vote against each of these proposals for broader policy reasons set forth in the "Statement inOpposition" following each proposal.For each proposal, to help readers distinguish between text provided by the proponent and text provided by Schering- Plough,the text provided by the proponent is shaded.Vote required. The afrmative vote of a majority of the votes cast is required to approve the following shareholder proposals.ProposalThree: Shareholder Proposal on Cumulative Voting

3 - Cumulative VotingRESOLVED: Cumulative Voting. Shareholders recommend that our Board take the steps necessar to adopt cumulative voting.Cumulative voting meas that each shareholder may cat as many votes as equal to number of shar held, multiplied by thenumber of directors to be elected. A shareholder may cat all such cumulated votes for a single cadidate. or split votes between

,\. multiple cadidat. es. Under cumulative voting shareholders can withhold votes from eerlain poor-performing nominees in order~ to cast multiple votes tòr others.Statement of Wiliam SteinerCumulative voting won 54%-support at Aetna and greater than 51 %-support at Alaska Air in 2005 and in 2008. It also receivedgreter than 53%-support at Genera Motors (OM) in 2006 and in 2008. The Council oflnstitutionallnvestors www.cii.oreandCalPERS remmended adoption of this proposal topic.Cumulative voting allows a significant group of shareholders to elect a director of its choice - safguarding minorityshareholder interests and bringing independent perspectives to Board decisions. Cumulative voting also encourages managementto maximize shareholder value by making it easier for a would-be aequirer to gain board representation. It is not necesarlyintended that a would-be acqiiirer materialize, however that very possibility represents a powerfl incentive for improvedmanagement of our company.Our directors made sure. that we could not vote on this established cumulative voting topic in 2008; Reference: Schering-PloughCorporation (March 27, 2008) no action letter available through SECnet httD://seenet.cch.com.The merits ofthis Cumulative Voting proposal should also be considered in the context of the need for improvements in ourcompany's corporate governance and in individual director perfonnance. For instace in 2008 the following governance andper1òrmance issues were identifed:

The Corprale Librar www.thecoi:oratelibraTY.com.anindependent investmentreearcli firm, rated our company:"Very High Concern" in executive pay with $30 million for Fred Hassan."D" Overall."High Governance Risk Assessment."Fred Hasan was awarded 944,000 options. TIie large option number raised concerns over the link between executivepay and company performance. Small increases in share price (completely unrelated to management perfonnance) canresult in lare financial awards.Hans Becherer and Robert van Oordt wcre long-tenured and retirement agc - independence and succession planningconcerns.Our directrs (whoas a group held 4 seats on our 3 key board committees) served on boars rated "0" by the Corporate

Libra:Fred Hassan Avon (A VP)Eugene McGrath GAMCO (GBL)Patricia Russo Alcoa (AA)Arthur Weinbach Phoenix Companies (PNX)

Three directors (who held 5 seats on our three key board committees) were designated as "Accelerated Vesting"directors by The Corporate Librar for speeding up stock option vesting to avoid recognizing the related cost:Hans Becherer, who even chaired our executivc pay committeeKathiyn Tunier

ArthurWeinbach

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***FISMA & OMB Memorandum M-07-16*** ***FISMA & OMB Memorandum M-07-16***

DefinItive Proxy Statement

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Table of Contents

The text of the proposed amendment is indicated by bold and underlined text in the following excerpt of Article VI:

ARTICLE VI: DIRECTORS

The number of directors of the Corporation shaH be such number, not less than three nor more than ei~bteen. as may, fromtime to time, be determined in accordance with the By- Laws. The By-Laws shall prescribe the manner in which the number ofdirectors necessary to constitute a quorUm of the Board of Directors shall be detennined,which number may be less than a majoiity ofthe whole Board of Directors. The By-Laws shall also prescribe the maner in which the retirement age of and other retrictions andqualifications for the directors of the Corpration shall be determined. Advace notice of nomintion by a stockholder for the electionof directors shall be made in the manner provided in the By-Laws.

The Board of Directors recommends that stockholders approve this amendment to Article VI of the Restated Certificate ofIncorporation that would, if adopted, limit the size of the Board to no more than 18 directors. The Board of Directors is currentlycomprised of 14 directors. .

The Restated Certificate of Incorporation currently provides that the number of directors is to be determined in accordance withthe By-Laws, but may not be less than thre. Article II of the By-Laws vests in the Board the authority to fix its size, but providesthat the size of the Board may be no less than 10 nor more than 18.

If this Proposal is adopted, an increase in the size of the Board beyond 18 wiJl require the approval of both the Board andstockholders by a majority vote. As such, ifthis Proposal is adopted, the Restated CertificateofIncorporation wil impose a limit onthe abilty of the Board to increase its size without stockholder approvaL.

The adoption of this Proposal would also limit the abilty of a stockholder or group of stockholders to change control of theBoard at any time by increing the size of the Board to create vacancies that would constitute a majority of the Board. Stockholderswould, however, have the abilty to change control of the Board at an annual meeting, when the entire Board is elected.

The Board of Directors recommends a vote FORthis Proposal.

~ 4. STOCKHOLDER PROPOSAL CONCERNNG SPECIAL SHAREHOLDER MEETINGSWiliam Stein~, 112 Abb Common Stock ofthe Company. has

givennofice that he intends to present for action at the Annual Meeting the following resolution: .

4-pecial Shareowner Meetings

RESOLVED, Shareowners ask our board to take the steps necesar to amend our bylaws and each appropriate governingdocument to give holders of 10% of our outstading common stock (or the lowest percentage allowed by law above 10%) the powerto call special shareowner meetings. This includes that such bylaw and/or charer text wil not have any exception or exclusionconditions (to the fullest extent permitted by state law) that apply only to shareowners but not to management and/or the board.

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Ofce of th Seta MlI & Co., Inc.WSOne Me DrÏlP.O. Bo 100W1it Slaon NJ 0I100Fa !Ø735 122.l

(VA EMAlL)

Novembe 23, 2009

o MERCKMr. John Cheveden

REt: Stocolder proosal from Willam Steiner

Dear Mr. Cheveden:

Ths is to ackowge a letr from Wiam steiner to Mr. Richard T. Clark dateNovmber 12, 2009 and the sharelder pral regardng .speal shareholdrmeetings.. whch wa submited for incuslon in th proxymataJa fo th 2010 AnnualMeeting of Shareholders.

-

Rule 14a(d) of the Secries and Exchange COmision's RegUlatin 14A provithat "t prpoal, jnduding any accpanying supporting statment. may not exced50 word." Th Proposal, ìncludlng it supprtng stement, exce 50 words. Toavoid excusIon on proural grounds. yoU must resubmit the proposal in a fo that

complies with Rule 14a.(d). In orderto.comple the proceural reuirme In. coneon wi th submisson of the shareholder prposal for the 2010 Anual

~'Meetìng of Shreholder, a respons must be postmarec, or faxed to (908) 7351224,- ..witn 14 calendar days fr the date you recive this letter. Plese direct a repons

to my atenion.

i no the confrmaton tht Mr. stiner has ben the beneficial owr of at leas $2.000In mai1et value of Merck secutities for one ye as of the date the propoal wassubmited and will hold the reuisit maret vafue of Merc secunles through the dateof the Annual Meting.

Very trly yours,

l;" (:. AdI'U'fr

Debr A. Bol/wgeSenior Asistant SecrtaFAX: 9~735-1224

::lra1P1l10


Office of the Secretary Merck & Co., Inc. One Merck Drive P.O. Box 100, WS3AB-05 Whitehouse Station, NJ 08889-0100

o MERCK December 23, 2009

U.S. Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549

Re: Shareholder Proposal of John Chevedden and William Steiner

Ladies and Gentlemen:

Merck & Co, Inc. (New Merck), Inc., formerly known as Schering-Plough Corporation ("Schering-Plough), a New Jersey corporation (the "Company"), received a shareholder proposal (the "Proposal") on November 12,2009, from John Chevedden and William Steiner (collectively, the "Proponent") for inclusion in the Company's proxy materials for its 2010 Annual Meeting of Stockholders (the "Proxy Materials"). A copy of the Proposal and the accompanying letter from the Proponent are attached to this letter as Exhibit 1. The Company believes that it may properly omit the Proposal from the Proxy Materials for the reasons discussed in this letter. The Proponent requests the Company's Proxy Materials include the following proposal:

RESOLVED: Shareowners ask our board to take the steps necessary to amend our bylaws and each appropriate governing document to give holders of 10% of our outstanding common stock (or the lowest percentage allowed by law above 10%) the power to call special shareowner meetings. This includes that such bylaw and/or charter text will not have any exception or exclusion conditions (to the fullest extent permitted by state law) that apply only to shareowners but not to management and/or the board.

In accordance with Staff Legal Bulletin 14D (November 7, 2008), this letter is being transmitted via electronic mail. Also, in accordance with Rule 14a-8(j) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company is simultaneously sending a copy of this letter and its attachments to the Proponent as notice of its intention to exclude the Proposal and supporting statements from the Proxy Materials and the reasons for the omission. The Company intends to file its definitive Proxy Materials with the Securities and Exchange Commission (the "Commission") on or after March 15,2010. Accordingly, pursuant to Rule 14a-8(j), this letter is being timely submitted (not less than 80 days in advance of such filing).

u.s. Securities and Exchange Commission December 23, 2009 Page 2

SUMMARY

We believe that the Proposal may properly be excluded from our Proxy Materials pursuant to Rule 14a-8(b) and Rule 14a-8(f)(I) because the Proponent failed to timely provide the requisite proof of continuous stock ownership in response to the Company's request for that information.

BACKGROUND

MERGER

On November 3,2009 (the "Effective Date"), Merck & Co, Inc. ("Old Merck") merged with and into a subsidiary of Schering-Plough. Under the merger agreement, Old Merck shareholders received one share of Schering-Plough Common Stock ("ScheringPlough Common Stock") for each common share of Old Merck ("Old Merck Common Stock"). In addition, each outstanding share of Schering-Plough Common Stock was converted into the right to receive $10.50 in cash and 0.5767 of a share ofScheringPlough Common Stock, resuhing in a post-merger company with a single class of common stock. Upon completion of the merger, Schering-Plough. changed its name to Merck & Co., Inc. ("New Merck") and Schering-Plough Common Stock became New Merck Common Stock ("New Merck Common Stock").

As a result of the merger, Old Merck Common Stock is no longer outstanding and only New Merck Common Stock (formerly Schering-Plough Common Stock) remains outstanding and is entitled to be voted at the annual meeting.

ANALYSIS

The Proposal May Be Excluded Pursuant to Rule 14a-8(b)

Rule 14a-8(b) requires that a Proponent must continuously have held at least $2,000 in market value, or 1%, of the stock entitled to be voted on the proposal at the meeting for at least one year by the date of the proposal's submission (and must continue to hold those securities through the date of the meeting).

The Staff has repeatedly taken the position that when a Proponent acquires shares of voting securities in connection with a plan of merger, the transaction constitutes a separate sale and purchase of securities for the purposes of the federal securities laws. Therefore, ownership in an acquiring company's stock does not commence for purposes of Rule 14a-8 until the effective time of the merger. The Staff also has consistently granted no action relief in situations where the merger occurred less than one year before the shareholder proposal was submitted. See Sempra Energy (avail. February 8, 1999), Exelon Corporation (avail. March 15, 2001), Dow Chemical Company (avail. February

u.s. Securities and Exchange CommissionDecember 23, 2009Page 3

26,2002), AT&T Inc. (avail. January 18, 2007), Green Bankshares, Inc. (avail. February13,2008), and Wendy's/Arby's Group, Inc. (March 19,2009).

Therefore, in order to comply with the one year holding requirement, theProponent must have held New Merck Common Stock since the Effective Date, and musthave held Schering-Plough Common Stock from November 12,2008 until the EffectiveDate. The Company holding requirement is not met if the Proponent only held Old Merckprior to the Effective Date.

The Proposal was received by the Company on November 12,2009.1 Mr. Steinerdid not include with the Proposal any documentary evidence of his ownership ofCompany securities sufficient to satisfy the requirements of Rule 14a-8(b). OnNovember 16, the company received a communication (Attached as Exhibit 3) from DJFDiscount Brokers stating:

William Steiner is and has been the beneficial owner of 9800 shares of Merck &Co; having held at least two thousand dollars worth of the above mentionedsecurity since the following date: 7/30/01, also having held at leas~ two thousanddollars worth of the above mentioned security from at least one year prior to thedate the proposal was submitted to the company.

On November 23, 2009, the Company sent a notice to Mr. Steiner noting that hisproposal exceeded 500 words and acknowledging receipt of the statement of ownershipof "Merck" stock from DJF Discount Brokers. A copy of the first notice is attachedhereto as Exhibit 4. Later on November 23,2009, Mr. Steiner submitted a revisedproposal. Attached as Exhibit 5.

On November 24,2009, after confirming that the Proponent did not appear in theCompany's records as a shareholder, the Company sent a letter to Mr. Steiner clarifyinghow the recently completed merger had impacted the requirement to demonstrateownership of sufficient shares of "Merck" to satisfy the requirements of Rule 14a-8(b). Acopy of the second notice is attached hereto as Exhibit 6. The second notice advised Mr.Steiner of the background of the merger, explained that Old Merck Common Stock wasno longer outstanding and entitled to vote, and explained how Mr. Steiner could complywith Rule 14a-8 by demonstrating sufficient ownership of New Merck Common Stockafter the Effective Date and Schering-Plough Common Stock prior to the Effective Date.The letter had attached a copy of Rule 14a-8.

On December 7,2009 the Company received an email (attached as Exhibit 7)from the Proponent stating, in part:

Regarding the belated company November 24, 2009 letter, please explain byemail on December 7, 2009 why the company failed to request verification ofstock ownership from William Steiner's October 21,2009 rule 14a-8 proposal.

IOn October 21,2009, Old Merck received a proposal from Proponent. Attached as Exhibit 2.

u.s. Securities and Exchange Commission December 23, 2009 Page 4

The Company received no additional correspondence from the Proponent subsequent to the December 7, 2009 email.

As a result, the Proponent has failed to demonstrate that he held at least $2,000 in market value, or 1%, of Schering-Plough Common Stock for such a period prior to the Effective Date and New Merck Common Stock after the Effective Date as would be necessary to satisfy the one year holding requirement, and therefore the Proponent has failed to demonstrate its eligibility to submit a shareholder proposal under Rule 14a-8 of the Exchange Act as a holder of Company common stock.

Staff Legal Bulletin No. 14 places the burden of proving these ownership requirements on the Proponent: the shareholder "is responsible for proving his or her eligibility to submit a proposal to the company." The Staff has consistently granted no action relief with respect to the omission of a proposal when a Proponent has failed to supply documentary support regarding the ownership requirements within the prescribed time period after receipt of a notice pursuant to Rule 14a-8(f). See Unocal Corporation (avail. February 25, 1997), Motorola., Inc. (avail. September 28,2001), Actuant Corporation (avail. October 16, 2001), H.J. Heinz Co. (avail. May 23,2006), Yahoo! Inc. (avail. March 29, 2007), IDACORP, Inc. (avail. March 5, 2008) and Wendy's/Arby's Group, Inc. (March 19,2009):

Accordingly, the Company may exclude the Proposal under Rule 14a-8(f)(1) because Mr. Steiner did not substantiate his eligibility to submit the Proposal under Rule 14a-8(b) by providing the information described in the letter.

CONCLUSION

Accordingly, for the reasons explained above, and without addressing or waiving any other possible grounds for exclusion, the Company requests the Staff to concur in our opinion that the Proposal may be excluded from the Company's Proxy Materials because the Proponent has failed to demonstrate his eligibility to submit a shareholder proposal under Rule 14a-8 as a holder of the Company's stock continuously for at least a year prior to submitting the Proposal.

If you have any questions or require any further information, please contact me at (908) 298-7119. Should you disagree with the conclusions set forth in this letter, we respectfully request the opportunity to confer with you prior to the determination of the Staffs final position.

very. tru.l~);ours, 771,,///1;9,--_Michael Pressman ---Senior Counsel

Exhibit 1

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Rule 0s

PAGE 81/e3

Mr. Richard r. ClarkChairman ofthe BoardMerck & Co., Inc. (MRK)One Merck Drivev,,'hitehoU3C Station. NJ 08889

Dear Mr. Clark,

N 4/JEM 8 Ell J 1- ::l.ll j) ~,

I submit my attached Rule 14a-8 proposal in support of the long-term perfonnao.ce ofourcompany. My proposal is for the next annual shareholder meeting. I intend to meet Rule 14a-8requirements including the continuous ownership ofthe required stock value until after the dateofthe re~pClttive sharehuldc:r meeting. My submitted format, with the shareholder-suppliedemphasis, is intended to be used for definitive pro,,"y publication. This is my prox.y for JohnChcvedden and/or h; ~ designee to forward this Rule 14a-8 proposal to the company and to act onmy behalfregarding this Rule 14a-8 proposal, and/or modification ofit, for the forthcomingshareholder meeting before, during and after the forthcomin~ shareholder meeting. Please directall future communications regar~ing my role 14a-8 proposal to John Chevedden(PH: at:

to facilitate prompt and verifiable communications. Please identify this proposal as my proposalcxr.l\lsively.

Your consideration and the consideration ofthe Board of Dircctors is appreciated in ~upport ofthe long-tenn pcrfonnance ofour company. Please acknowledge receipt afmy proposalpromptly by email to

Sincerely,

WJLA

11/12/2809 22:24 Pt.'lGE 82/03

[MR.K: Rule 14a~8 ProposaJ.., October 21, 2009, November 11. 200~J3 [number to be assigned by the company] - Spec:ial Sbareo\Vller Meetings

RESOLVED l Shareowners ask our boa.rd to toke the ~teps ncexssary to amend our bylaws andeach appropriate governing document to give holders of lOOA! ofour outstandillg common stock(or the lowest percentage allowed by law above 100.4) the power to call special shareownerlll,eetings. This includes that a large number ofsmall shareowners can combine their holdings toequal tl1e above 10% ofbolders. This includes that such bylaw and/or charter text wilI not haveany exceptlon or exclusion conditions (to the fullest extent permitted by state law) that apply onlyto shareowners but not to management and/or the board.

Special meetings allow shareowners to vote on important matters, such as electing new directors,that can arise between annuliI mp.~tings. If shareowners cannot call special meetings investorreturns may suffer. Shareowners should have the ability to call a special meeting when a mattermerits prompt attention. This proposal docs not impact our board's current power to call a specialmeeting.

This; P\'oposal topic won mure than 49%-suppol1 at our 2009 annual meeting. Proposals oftenobtain higher votes on subsequent submissions. This proposal topic won more than 60% supportthe following c('lmpanie~ in 2009: CVS Caremark (CVS), Sprint Nextel (S), Safew3Y (SWY),Motorola (MOT) and R. R. Donnelley (RRD). William Steiner and Nick Rossi sponsored theseproposals.

The merits ofthis Special Shareo'Mler Meetings proposal should also be considered in the contextof the need fur impruvemems in our company's 2009 reported corporate governance status:

The large ~i7.e of Richard Clark's $13 million lons·term equity :1.w:trds rctised concern over thelil1k between executive pay and company performance given that small increases in ourcompany's share price can result in large financial rewards.

Mr. Clark was due to gain $24 million upon the Schering-Plough merger completion and all fi·venamed ex~cu.Li"C' ufficers were due to receive a total of $66 million. Such pay practices raisedconcern that pa}' policies were not aligned with shareholder interests. Source: The CorporateT.ibr~ry www.thecorpo.ratelibrary.com.anindependentin.Vc::stmcnt research firm.

We did not have an Independent Chairman or right to act by written con~t. In May 2007 ourboard adopted simple majority voting requirelllents for stockholder action in response to our 78%support for a shareholder proposal on this topic. Unfortwlately our board also unilaterallydiminc:1led cumulative voting.

WilliClm Harrison was rated a «Flagged (Problem) Director" by The Corporate Library due Lo hi:sNYSE board service during "Dick" Grasso's tenure. This was compounded by Mr. Harrisonholding two seats on Out" most important board comminees.

Seven ofour directors served on Boards rated «D" by The Corporate Library: Thomas Glocer,CEO Cll Thomson Reuters (TRI)~ Anne Tatlock, f·ranklin Resources (BEN); Carlos Repre5as lBombardier (BBDB.TO); Samuel Thejr~ Charles River Laboratories (CRL); Leslie Brun.Automatic Data Processing (ADP); RochelleL~, Ceneral J:lc:ctrie CGE) and Wl:mJdl Week~,CEO at Corning (OLW).


11/12/2Seg 22:24 PAGE El3/e3

The above concerns shows there is need for improvement. Please encourage our board to respondpositively to this proposal: Special Shareowner Meetings - Yes on 3. [number to be assigned bythe company]

Notes:William Steiner. sponsored this proposal.

The above format is requested for publication without re-editing, re·formatting or elimination oftext. including beginning ::lntt cone,h.lding text, unless prior agreement is reached. It isrespectfully requested that the final definitive prox)' formatting of this proposal be professionallyproofread before it is published to ensure that the integrity and readability of the originalsubmitted fonnat is replicated in the proxy materials. Please advise in advance if the companythinks there is any typographical question.

Please note that the title ofthe proposal is part ofthe proposal. In the interest of clarity and toavoid confusion the tit.le offhis and each other ballot item is requested to be consistent throughoutaJJ the proxy materials.

This proposal is believed to confqnn with StaffLegal Bulletin No. 14B (CF). September 15, 2004including (emphasis added):

Accordingly, going 'folward, we believe that It would not be appropriate forcompanies to exclude supporting statement language and/or an entire proposal inreliance on rule 14a-8(1)(3) in the following circumstanoes:

.. the company objects to factual assertions because they are not supported;• the company objects to factual assertions that while not materially false ormisleading. may be disputed or countered;.. the company objects to factual assertions because those assertions may beinterpreted by shareholders in a manner that is unfavorable to the company, itsdirectors, or its officers; and/or• the comp:;lny objects to statements because they represent the opinion of theshareholder proponent or a referenced source, but the statements are notidentified specifically as such.

We believe that ;t is appropriate under rule 14a..8 for companies to addressthese objections in theirstatements ofopposition.

See also: Sun MicrOsYstems, Inc. (July 1.1, 2005).Stock will be held until after the annual meeting and the propo ualmeeting. Please acknowledge this proposal promptly by email




Exhibit 2

Bollwage, Debra A.

From:Sent:To:Cc:SUbject:

Attachments:

Wednesday, October 21,200910:35 PMBollwage, Debra A.Wandall, Hilary M.Rule 14a-8 Proposal (MRK)

CCE00011.pdf

CCEOD011.pdf (677KB)

Dear Ms. Bollwage,Please see the attached Rule 14a-8 Proposal.Sincerely,John Chevedden

cc;William Steiner

1


William Steiner

Rule 14a-8 Proponent since the 19808

Mr. Richard T. ClarkChairman ofthe BoardMerck & Co., Inc. (MRK)One Merck DriveWhitehouse Station, NJ 08889

Dear Mr. Clark,

I submit my attached Rule 14a-8 proposal in support ofthe long-term perfonnance ofomcompany. My proposal is for the next annual shareholder meeting. I intend to meet Rule 14a-8requirements including the continuous ownership ofthe required stock value until after the dateof the respective shareholder meeting. My submitted format, with the shareholder-suppliedemphasis, is intended to be used for definitive proxy publication. This is my proxy for JohnChevedden and/or his designee to forward this Rule 14a-8 proposal to the company and to act onmy behalfregarding this Rule 14a-8 proposal, and/or modification ofit, for the forthcomingshareholder meeting before, during and after the forthcoming shareholder meeting. Please directall fu (PH: at:

to facilitate prompt and verifiable communications. Please identify this proposal as my proposalexclusively.

Your consideration and the consideration ofthe Board ofDirectors is appreciated in support ofthe long-term performance ofour company. Please acknowledge receipt ofmy proposalpromptly by email to

William Steiner

cc: Celia A. ColbertCorporate SecretaryPH: 908 423-1000PH: 908 735-1246FX: 908 735-1253Debra Bollwage Senior Assistant SecretaryFX: 908-735-1224Hilary M. Wandall Attorney and Corporate Privacy OfficerPhone: 908.423.4883Fax: 908.735.1216

[D l'l/cJ.ooqDate




[MRK: Rule 14a-8 PropOsal, October 21,2009] 3 [number to be ~gned by the company] - Special Shareowner Meetings

RESOLVEDt Shareowners ask our board to take the steps necessary to amend our bylaws and each appropriate governing document to give holders of 100.10 ofour outstanding common stock (or the lowest percentage allowed by law above l00Al) the power to call special shareowner meetings. This includes that such bylaw and/or charter text will not have any exception or exclusion conditions (to the fullest extent permitted by state law) that apply only to shareowners but not to management and/or the board.

Special meetings allow shareowners to vote on important matters, such as electing new directors, that can arise between annual meetings. If shareowners cannot call special meetings investor returns may suffer. Shareowners should have the ability to call a special meeting when a matter merits prompt attention. This proposal does not impact our board in maintaining its CUl"reIlt power to call a special meeting.

This proposal topic won more than 49o/o-support at our 2009 annual meeting. Proposals often obtain higher votes on subsequent submissions. This proposal topic won more than 60% support the following companies in 2009: CVS Caremark (CVS), Sprint Nextel (8), Safeway (Swy), Motorola (MOT) and R. R Donnelley (RRD). William Steiner and Nick Rossi sponsored these proposals.

The merits of this Special Shareowner Meetings proposal should also be .considered in the context of the need for improvements in our company's corporate governance. In 2009 the following governance and performance issues were identified:

The large size ofRichard Clark's $13 million long-term equity awards raised concern over the link between executive pay and company perfonnance given that small increases in our company's share price can result in large fmancial rewards.

Mr. Clark was due to gain $24 million upon the Schering-Plough merger completion and all five named executive officers were due to receive a total of $66 million. Such pay practices raise concerns that pay policies were not aligned with shareholder interests. Source: The Corporate Library www.thecorporatelibrarv.com.anindependent investment research firm.

We did not have an Independent Chairman and we had no right to act by written consent In May 2007 our board adopted simple majority voting requirements for stockholder action in response to our 78o/o-support for a shareholder proposal on this topic. Unfortunately am board also unilaterally eliminated cumulative voting.

William Harrison was rated a "Flagged [Problem] Director" by The Corporate Library due to his NYSE board service during "Dick" Grasso's tenure. This was compounded by Mr. Harrison holding two seats on our most important board committees.

Seven of our directors served on Boards rated --0" by The Corporate Library: Thomas GlaCe!, CEO at Thomson Reuters (TRI); Anne Tatlock, Franklin Resources (BEN); Carlos Represas, Bombardier (BBDB.TO); Samuel Their, Charles River Laboratories (CRL); Leslie Brun, Automatic Data Processing (ADP); Rochelle Lazarus, General Electric (GE) and Wendell Weeks, CEO at Corning (OLW).

The above concerns shows there is need for improvement. Please encotu'age our board torespond positively to this proposal: Special. Shareowner Meetings- Yes OD 3. [number to beassigned by the company]

Notes:William Steiner, sponsored this proposal.

The above format is requested for publication without re-editing, re-formatting or elimination oftext, including beginning and concluding text, uriless prior agreement is reached. It isrespectfully requested that this proposal be proofread before it is published in the definitiveproxy to ensure that the integrity ofthe submitted format is replicated in the proxy materials.Please advise ifthere is any typographical question.

Please note that the title of the proposal is part ofthe argument in favor of the proposal. In theinterest ofclarity and to avoid confusion the title of this and each other ballot item is requested tobe consi$tent throughout all the proxy materials.

This proposal is believed to conform with StaffLegal Bulletin No. 14B (CF), September 15,2004 including (emphasis added):

Accordingly, going forward, we believe that it woufd not be appropriate forcompanies to exclude supporting statement language and/or an entire proposal inreliance on rule 14a-8(i)(3) in the following circumstances:

• the company objects to factual assertions because they are not supported;• the company objects to factual assertions that, while not materially false ormisleading, may be disputed or countered;• the company objects to mctual assertions because those assertions may beinterpreted by shareholders in a manner that is unfavorable to the company, itsdirectors, or its officers; and/or• the company objects to statements because they represent the opinion of theshareholder proponent or a referenced source, but the statements are notidentified specifically as such.

We believe that it Is appropriate under fIIle 148-8 for companies to addressthese objections in theirstatements ofopposition.

See also: Sun Microsystems. Inc. (July 21, 2005).Stock will be held lJIltil after the annual meeting and the proposal will be presented at the annualmeeting. Please acknowledge this proposal promptly by email .



Exhibit 3

Rule 14a-8 Broker Letter-(MRK)

Bollwage, Debra A.

From:

Sent: Friday, November 13,200910:49 PM

To: Bollwage, Debra A.

Cc: Wandall, Hilary M.

SUbject: Rule 14a-8 Broker Letter-(MRK)

Attachments: CCEOOO19.pdf

Page 1 of 1

Dear Ms. Bollwage,Please see the attached broker Jetter. Please advise on Monday whether there are now any rule 14a-8 openitems.Sincerely,John Cheveddencc: WilHam Steiner

11/16/2009


11/13/2889 19:39.

Date: /3Na" UJ() '1

DISCOUNT BROKERS

PAGE Bl/E11

NOV 1 6 2009

To whom it lOlly COIlceml

AsiDmJducd1k-brobrforthe~ofWdharo tlt~(I1(1l-ICCObDI: IhlUlbor .held wiah NatiGoaI FiftaDcili Services Corp••~DJF Discounl Bmbrs hereby cBtifies dlIl. ollhe date ottbis ceniticalionW,1Itm; :!tf'1~ is 8Dd hat beeD die beneficial 0Wnet of .2'0 cJ

sharesof t!"It., . ; having held at least t"NO 1bous&nd dollarsworth ofthe ahow mcoticmed IlllCUrity since tho roilowiaa data: ?/~ Q Ie>( •also havingheld It least two thDUSMId dollars wordt oftb; above IIICIItioned security &om It least oneyeer prior 10 the dale1baprOposal was $lIbmiUcd to the company.

MartPllIberto.Pn:sidcnlDJF Discount Brokers

"81 Mlrcus Avmuol! • Suite ell4 • lake Su~n. NY UOf25r6·J28~26QO BOO·gs·F.ASY -.djfdis.com f.SJ6·.lZ&-2321

*** FISMA & OMB Memorandum M-07-16 ***



Exhibit 4

Bollwape, Debra A.

From:Sent:To:Subject:

Attachments:

Dear Mr. Chevedden,

Bollwage, Debra A. ovember 23, 2009 9:23 AM

Merck ~ shareholder proposal

Document.pdf

Please see the attached response letter conceming the shareholder proposal from WilliamSteiner. Thank you.

Sincerely,Debbie

Debra A. BollwageSenior Assistant SecretaryMerck & Co., Inc.One Merck DriveWhitehouse Station, NJ 08889-0100(908) 423-1688 (voice)(908) 735-1224 (fax)email: [email protected]

Document.pdf (19KB)


Office of the Secretary

(VIA EMAIL)

November 23, 2009

Mr. John Chevedden

Re: Stockholder proposal from William Steiner

Dear Mr. Chevedden:

MaJek & Co., Inc.WS3AB-D5One Merck DriveP.O. Box 100Whitehouse Station NJ 08889-01 00Fax 908 735 1224

o MERCK

This is to acknowledge a letter from William Steiner to Mr. Richard 1. Clark datedNovember 12, 2009 and the shareholder proposal regarding ·special shareholdermeetings·, which was submitted for inclusion in the proxy materials for the 2010 AnnualMeeting of Shareholders.

-Rule 14a-8(d) of the Securities and Exchange Commission's Regulation 14A providesthat "the proposal. including any accompanying supporting statement, may not exceed500 words.· The Proposal,including its supporting statement, exceeds 500 words. Toavoid exclusion on procedural grounds, you must resubmit the proposal in a form thatcomplies with Rule 14a-8(d). In order to complete the procedural requirement inconnection with the submission of the shareholder proposal for the 2010 AnnualMeeting of Shareholders, a response must be postmarked, or faxed to (90B) 735-1224,within 14 calendar days from the date you receive this letter. Please direct a responseto my attention.

I note the confirmation that Mr. Steiner has been the beneficial owner of at least $2,000in market value of Merck securities for one year as of the date the proposal wassubmitted and will hold the requisite market value of Merck securities through the dateof the Annual Meeting.

Very truly yours,

911-'- c.. A.rlI'U"1-rDebra A. Bollwagesenior Assistant SecretaryFAU

bee: Colbert Ellis Fedosz Filderman Pressman Stem

Exhibit 5

William Steiner Rule 14a-8 Proposal (MRK)

Bo)lwage, Debra A.

From:

Sent; Monday. November 23, 2009 11:25 AM


Ce: Wandall, Hilary M.

Subject: William Steiner Rule 14a-8 Proposal (MRK)

Attachments; CCE00001.pdf

Page 1 of 1

Dear Ms. Bollwage,Please see the attached Rule 14a-8 Proposal. Please advise on Tuesday whether there are any open rule14a-8 items at this time.Sincerely,John Chevedden

cc:William Steiner

11124/2009


.. .. ~..

Rule 14a-8 19805

Mr. Richard T. ClarkChairman of the BoardMerck & Co., Inc. (MRK)One Merck DriveWhitehouse Station, NJ 08889

Dear Mr. Clark.

1 submit my attached Rule 14a-8 proposal in support ofthe long-tenn performance of Oijfcompany. My proposal is for the next 8DJ1ual shareholder meeting. I intend to meet Rule 14a-8requirements including the continuous ownership of the required stock value until after the dateofthe respective shareholder meeting. My submitted format, with the shareholder-suppliedemphasis, is intended to be used for definitive proxy publication. lbis is my proxy for JohnChevedden and/or his designee to forward this Rule 14a-8 proposal to the company and to act onmy behalfregarding this Rule 14a-8 proposal. and/or modification ofit, for the forthcomingshareholder meeting before. during and after the forthcoming shareholder meeting. Please directall fu (PH: at:

to facilitate prompt and verifaable communications. Please identify this proposal as my proposalexclusively.

Your consideration and the consideration of1he Board ofDirectors is appreciated in support ofthe long-term performance ofour company. Please acknowledge receipt ofmy proposalpromptly by email to

Sincerely,

kJJL~William Steiner

cc: Celia A. ColbertCorporate SecretaryPH: 908 423-1000PH: 908 735-1246FX.: 908 735-1253Debra Bollwage Senior Assistant Sec.retsryFX; 908-735-1224 .Hilary M. WandaII Attorney and Corporate Privacy OfficerPhone: 908.423.4883Fax: 908.735.1216




[MRK: Rule 14a-8 Proposal, Octobel 21,2009, November 12,2009, November 23, 2009 - in response to MR.K November 23, 2009 letter]

3 [Number to be assigned by the company] - Special Shareowner Meetings RESOLVED, Shareowners ask our board to take the steps necessafy to amend our bylaws and each appropriate governing document to give holders of lOOA. ofour outstanding common stock (or the lowest percentage allowed by law above I()Die) the power to call a special shareowner meeting. This includes that a large number of small shareowners can combine their holdings to equal the above 10% ofholders. This includes that such bylaw and/or charter text will not have any exception or exclusion conditions (to the fullest extent pennitted by state law) that apply only to shareowners but not to management and/or the roarc:i.

A special meeting allows shareowners to vote on important matters, such as electing new directors, that can arise between annual meetings. Ifshareowners cannot call a special meeting investor returns may suffer. Shareowners should have the ability to call a special meeting when a matter merits prompt attention. This proposal does not impact our board's current power to call a special meeting.

This proposal topic won our 49%-support in 2009. Proposals often obtain higher votes on subsequent submissions. 1bis proposal topic won more than 60%-support at the following companies in 2009: CVS Caremark (CYS). Sprint Nextel (8), Safeway (SWY), Motorola (MOn and R R. DonnelJey (RRD). William Steiner and Nick Rossi sponsored these proposals.

The merits ofthis Special Shareowner Meetings proposal should also be considered in the context of the need for improvements in our company's 2009 reported corporate governance status:

The large size ofRichard Clark's $13 million long-term equity awards raised concern over the link between executive pay and company performance since sm.alI increases in share price can result in large financial rewards.

Mr. Clark was due to gain $24 million upon the Schering-Plough merger completion and our five named executive officers were due to receive a total of$66 million. Such pay practices raised concern that pay policies were not aligned with sbareholder interests. Source: The Corporate Library www.thecor.poratelibrary.com.anindependent investment research fum.

We did not have an Independent Chairman or right to act by written consent. In May 2007 our board adopted simple majority voting requirements in response to our 78o/o-support for a shareholder proposal on this topic. Unfortunately our board also unilaterally eliminated cumulative voting.

William Harrison was rated a "Flagged (Problem) Director" by The Corporate Libraty due to his NYSE board service during "Dick" Grasso's tenure. This was compounded by Mr. Hamson holding two seats on our most important boaJd committees.

Seven ofour directors served on Boards rated "D" by The Corporate Library: Thomas G1ocer. CEO at Thomson Reuters (TRI); Anne Tatlock. Franklin Resources (BEN); Carlos Represas. Bombardier (BBDB.TO); Samuel Their, Charles River Laboratories (CRL); Leslie Brun, Automatic Data Processing (ADP); Rochelle Lazarus, General Electric (GE) and Wendell Weeks, CEO at Corning (GLW).

The above concerns shows there is need. for improvement. Please encourage our board to respondpositively to thjs proposal: Special Shareowner Meetings - Yes on 3. [Number to be assigned bythe company]

Notes:William SteinCr~ sponsored this proposal.

The above fonnat is requested for publication without ~ting, re-formatting or elimination oftext, including beginning and concluding text, unless prior agreement is reached. It isrespeetfuUy requested that the fmal definitive proxy formatting of this proposal be professionallyproofread before it is published to ensure that the integrity and readability of the originalsubmitted fonnat is replicated in the proxy materials. Please advise in advance if the companythinks there is any typographical question.

Please note that the title of the proposal is part of1he proposal. In the interest ofclarity and toavoid confusion the title of this and each other ballot item is requested to be consistent throughoutall the proxy materials.

This proposal is believed to conform with StaffLegal Bulletin No. 14B (CF). September 15,2004including (emphasis added): _

Accordingly, going forward, we believe that it would not be appropriate forcompanies to exclude supporting statement language and/or an entire proposal inreliance on rule 14a-8(1)(3) in the following circumstances:

• the company objects to factual assertions because they are not supported;• the company objects to factual assertions that, while not materially false ormisleading, may be disputed or countered;• the company objects to factual assertions because those assertions may beinterpreted by shareholders in a manner that is unfavorable to the company, itsdirectors, or its officers; and/or• the company objects to statements because they represent the opinion of theshareholder proponent or a referenced source, but the statements are notidentified specifically as such.

We believe that it Is appropriate underNle 148-8 fQr companies to addressthese objections in theirstatements ofopposition.

See also: SWl Microsysrems, Inc. (July 21, 2005).Stock will be held until after the annual meeting and the propo ua1meeting. Please acknowledge this proposal promptly by email



Exhibit 6

Bollwage. Debra A.

From:Sent:To:Subject:

Attachments:

Dear Mr. Chevedden,

Bollwage, Debra A. ovember 24, 2009 5:46 PM

Merck - shareholder proposals

Document.pdf; Document.pelf; Document.pdf

Please see the attached 3 response letters concerning the shareholder proposals for WilliamSteiner, Kenneth Steiner and Nick Rossi. A hard copy of each is being overnighted to you forreceipt tomorrow. Thank you.

Sincerely,

Debbie

Debra A. BollwageSenior Assistant SecretaryMerck & Co., Inc.One Merck DriveWhitehouse Station, NJ 08889-0100(908) 423-1688 (voice)(908) 735-1224 (fax)email: [email protected]

Document.pdt (32 D

Office of the SecRltary

(VIA EMAIL AND OVERNIGHT DELIVERY)

November 24, 2009

Mr. John Chevedden

Re: stockholder proposal from Wjlliam Steiner

Dear Mr. Chevedden:

Merck & Co.• Inc.WS3AB-05One Mercle DriveP.O. Box 100Whitehouse Station NJ 08889-0100Fax 908 735 1224

o MERCK

On November 12, 2009, we received your fetter submitting a shareholder proposal fromMr. William Steiner regarding "special shareholder meetings·, for inclusion in the 2010Annual Proxy Statement. On November 3,2009 (the "Effective Date"), Merck & Co., Inc.("Old Merck") merged with and into a subsidiary of Schering-Plough Corporation("Schering-Plough") and Schering-Plough changed its name to Merck & Co., Inc. ("NewMerck").

Rule 14a-8{b)(2)(i} promulgated under the U.S. Securities Exchange Act of 1934, asamended, requires that Mr. Steiner establish his continuous ownership of at least $2,000in market value, or 1%, of New Merck securities entitled to be voted on the proposal atNew Merck's Annual Meeting of Stockholders for at least one year from the date theproposal was submitted.

In order to comply with the rule, Mr. Steiner must have held New Merck stock since theEffective Date, and he must have held Schering-Pfough stock from November 12, 2008until the Effective Date. If Mr. Steiner held Old Merck stock prior to the Effective Date, thiswill not satisfy Rule 14a-8(b)(1). Therefore, please provide us with documentationdemonstrating that Mr. Steiner has continuously held at least $2,000 of New Merck stocksince the Effective Date and documentation evidencing his continuous ownership of atleast $2,000 of Schering-Plough stock prior to the Effective Date for such a period as isnecessary to satisfy the one year holding requirement.

If Mr. Steiner has not satisfied this holding requirement, in accordance with Rule 14a-8(f),New Merck will be entitled to exclude the proposal. If you wish to proceed with theproposal, within 14 calendar days of your receipt of this letter you must respond in writingto this letter and submit adequate evidence, such as a written statement from the "record"holder of the securities, verifying that Mr. Steiner satisfies the holding requirement.


-2

In the event you demonstrate that Mr. Steiner has met the holding requirement, New Merck reserves the right. and may seek to exclude the proposal if in New Merck's judgment the exclusion of such proposal in the Proxy Statement would be in accordance with SEC proxy rules.

For your convenience, I have enclosed a copy of SEC Rule 14a-8 in its entirety. If you should have any questions, you may contact me at (908) 423-1688.

Very truly yours,

~ ~·lJc1k Debra A. Bollwage 1 Senior Assistant Secretary FAX: 908-735-1224

;:slProxylProposaIReaponseLelters2010

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(2) However. ifyou be1li\Ie tbattbocompany'. OPPOaitiOD 10 yourJllOPoaalcoli~matedaDy fIlIe or mJalelldiug ItfllO'mmtrlbat~ v1ola1O' our:al1t1'-fn1ud' nt1c; ·Rule14&-9, .ro.u~~oud to fh.o CosumiaI1OD 8Iaff and )be ~~\etterdXPl_·tb6 .- ~d'c .•. tnlli'a Co ·of·tbo'C'ti ~inyJi'il ' ..=u::.Pftli.' : ··thO ~1:'£:.mIe-1 .~- .1l1.nc1udCl" Il'edfi.e~~~~~~

(3~ We require Ibo ~lUI1 to lend you a copy of its statements~ yourpro~bafore-it 1C1ldI~~ mateIlslBliO thatyou may'bdDs to.our attt4ltion any .D14i4rf&dlyfalle'01':IIiiIlcadiD8'~t8'/1tnde.r tbt foIlowblg·time!mmea: -':' .-

.. • "". 1-:~ : ·~I;".. ~"." ~

(i) Hour no-acbon"'~ reqDhu that you mr,b niYi8lQDt:tO; your Pl:OPO~orsupporting atatmncnt 8S • Condition to reqWriBg1ho""COmpaDyto- Include It in ifll ptoxy

1lDIe:14..J

. e-)I~fifProxyRulu:lftbot~wlUDlXlIdnl~Js c;antraty toeq.O,..tIIlS..~liJmilR1qn'. proxy mIea::bicludiDtRido f4i.~ WhWa;pmldbit&matmsllyf8IIc.or JDlaJtlldiJ:!g..latemelltl in proxy 101ici1iDf~laialIr'" " ': '~l .' •• ' ...'): ..~( .. ,J~.II ..·!;·," ".:I.~ .:: ... .i I VP.I'·" ....., ••• '~•• ~~::':"': ·"",~il""d.r.. ·1. .. "'.~, (4).l'6lIP1IlI1 Grin""..~·S.FWlll/fI!Ilh It.tbP~~~ th8 redru. pfa1*'.Qll.lI1-sI~¥"O\'8DCC~~Ih;'CQIDPIJly'·orilj;PdJ(lr~•.,Qf.itu~cdtp~JlI1!JD·~t.1p )lOU,:fM.tQ~·,~Inti!JDit"w~O,,~)J:Jboothec Iblreholden ll,Uergo; .,;,:., .••.. r : .11 Ii"" '•••• :.::.1: :i';" ,..:; ". ''':

(5),R:JU~~t=r~~.r_~,: .. P.1t ~~!f~~~~ ~t~"" ..•Mi .~.. . -, ffii!ii1',""o,!,;,!.!il~ ··~~_11ta~i. .., '. . '. .. tt. • ,. '. ~ 'YllIto'l"¥3 nOll,I~ JM6UU.CIIIluT thIS U - .•'"~ ~!Ji ~J ~ • - I .,TJ< (6)~~i)fAJllhOl'lly:.If-~~dltl1t1Jm:iowet or~to impIemont-tbo propOlal; • .t1hw~ lili~"f4< '-' ••; • ' ..'

~ "f

, .(7).~~JI4Mf,~",,;.lf~~ .·";g.'filGUQ1* ~!iheCOlUJlBllY. on1IDllt'y buaineas ope.ttdiQ»Ii ~a'l'a'01q a·dl&·~A':. ., 'it"';:1

~.'8'~ ~~fJ:1t~.~M~k)~·~. for' .. "I •'ail~'V~~ 01-' • '. •br.procedure suchn~Or e1ccIiont ... "(l"]/l I. ..' :t2"; .r;. .

:····(9)·GnJ/llt*."'ti,C.",.,.jtftiR1t(pDWt~~cOllfllot&with oneotthlfCODlpiDJ~.. QWll, ptUjlOulll(alb'lllliflmlittett~~IiIlCbo lIl{lDC mCDtin&;••: •... '1 ..;,,,;'1.•~. \.-.!. $~~;"'fii9."',;J'lII~ t ··;·1·.......':t;rI;..,,: iJr~." ~., •. ,

..... 'Y/Jtr;tD~"'.""'" I 1l••A~ ,tn uQ.. • ~- RUl; ... '8iio-.rJ '~'~iIC."'" • 0( . II;"l ~.. . •this Ot., . ,~",t1iOP. tI~ .~.. . • -. ;)!~'-.I!;

p~\¥~~i~~~·I!·~::~~~·!f\~~lc~~~:-~• .&. . "J, t. ~ .~.,tI •• i" J'"-Tt I '1..;•• "':''' J'u· ., -°1"1 ••tr~'tna=(IU~' ,,1, .~n,," •.,.....' ··(ll}'~l1JIiiit:l'Jt!tht}~.~y:dUiiU'~'~.oualy submitted to tho company by anotbar propoDOJU • .,.ilWb1UCW'hf'thccotDpanYI FOxy mataria1a for the nmo meetiDI; _ .'

. ': ':. ~ ~·d ii4'•• r-< ....;. ,t..!ii:.:.'>J f"', ••~, '': "'/' ~ ',' ".~r;:'1' :i~ ~.fflfIUO"( .e, .:;~; d ",",.(l:i)JffUIl1»,ll"'JIIMf*PMPoIil~~~~•.8DOtbeJ!·'~·.Qf.~.tbat·1!.aI~:ha~.~~lht.thccompany'l proxy .matedlls-witbia the PftlCCCIbIg 5 cI1eaaar. Yea; a c:ompmy may~c;l~,it~~.itsfli9W~"'Pi!\BY.~).ltlJj~~" ~thGlut~ 11 WII~14~~~1 .1,'1 ,!:nsl(l.I"~'r. ~W~. ",~ ',' - •.,01'"

(i) Lea 140... 3!11 ofthe vnM ifotOIIOIed onMwitbiD.lbo·bMCedIu·~ calcadar y,ellr8~.. :. '!if.!. "". -:....;. ',;"1":;(",.

2fi 1..14&.'~~•• t:......

mateQaIa; then the COIDPinY IIlUIt·pn,.,ldeyou with acopy.of.iI8,~OIi:tiOD .tatcIJlcJl.fI . ,. .nOoBtel' thaD S·calOlldar'.day. afIbr the-c:omPIDY recOIws I; .A:Opy·of your mvJeedpropo.aI; or !. . '''1'' .••• ' •

(11) In all other cues, tbD'c011llW11 mull provicloyou with. ..eopy~itI~anltatemeota no later IbID 30 caIena8r day. before it fUel.det1nltive Oopiu of It! proxylIbltemll8t and form ofproxy 11Bder Rnle 14.·6. '~"".' '., .. '

Ibde14a-9::NewMfiIitli~'~·· .. 'r',. ,.. :'F• ",. -:-.,.,,#- .:. \.r~ : ",. ,ll: to. ;: tj;w.(,~. ~~

(a) No so1ic.itation ~bjecl.1O thi&~m Domadc'*~"dfuY p'rox;.ta~ fom1 ofpmg .IIOdcoof~ ormbet'~II!RmLor.=rCon1eJni"lIDI ItatamDiit'''hhfI, at tbalmuriiaa)lit1ie1iifit~:.-.Tl. :.. .~wbichitJ. DIIdo,is faIIe 01'DJlI1eldlqwithlelpllCt to IQ1materlal'faCt.or .. .oa:iita.tQ"rate'III\Y.materillJ'fact~,b.a~to~=· .~.. ormiI1eadiDI or~'9 to conect"1DJ Ita '. I~. •IOIpeql to·die 8OIicitaliop ofaproxy fOr tbe==or III eel1llIttKbecomofllseQ[,~: .t-'~, .;,.,.- , .': :~.,. 1:>j":: :~.tl ••_ ~

.' ~(bj'1IJe faet.tbllt'~~.~j;~oip'p~~,j~~·_been filed wJth~ex'mi~bJt!lj,i;~~~~; . '" ~.dJeConmduion that such maUlrilil ill accante or'complete or abt CI' ••"cthat tho Commlaion hal paned upon tho mcrita of or BIJP(OVed IlD)' c:oa-

. I:8ble4 thereiJI'Qr any~mattetio'.be.:aqtldupan,~tYihe1den.~N0 ~ODCotJtf!u'YdO1ho~i'-IJWJlboaaadel'!l ,1~1_;.~1~ ..~lZf'·Jli·"": • l.4 .•iuv .

Note, The fo1lowiDg _ lome eump1e. of Mat, dependinJ; upon~factsaDd~~IQl)'!ba:-~~~qt:~:.

f.. : .' -.. I..' ~.t;= ::!:)t;- "~""oO • ., \:J.."q!Ji'.lJ' ,dl ~1 1--.F.h. e:,.'(1l):Pte4ict\9.IlB u.to..~~~.Ya1u~'t....·.·i~~,:r,.llrIl~'ll.iJ ~lli;.•~ ,

~)~=.w~=~=y=~~y~.' i11epl·or-inuDQraJ.:ecwtu"t or~'; MthautfQl\\lJ.~.·,n l .

(c) FaUlO toIO~~~ *temant.~of~and~ ~~.. , matedal·u to eleuly:diaU.ugul.il..flom~1iclClD&.mit8ta1I~1OD.• 'OJ' poIlOD1'8Ol1cifinI~fadth&~'0l"8IIbjer:t~o)Il!Ul·,: ~lIw Iln Notwitbltanding ·theRi'O'laiOllf ofBxcbaqo Act·bIe.:14a~3(a),...:.olio1ta.1i0J;lmay be made bolora fumllldDg securlty hotderl.wltbta.:poxy 8tatemo~g:lborequiremcmtl of~aogeAct Rule 148-3(a)If:' .

·(i) Bach written _unicaci~'~de!l:" '... .~ ',' .... :: -< ~

'.

t·~: ..

Exhibit 7

William Steiner's October 21,2009 Rule 14a-8 Proposal (MRK) and belated Merck letter

Bollwage, Debra A.

From:

Sent: Monday, December 07,20093:22 AM


Cc: [email protected]

SUbject: William Steiner's October 21, 2009 Rule 14a-8 Proposal (MRK) and belated Merck letter

Page I of I

Dear Ms. Bollwage, Regarding the belated company November 24, 2009 letter, please explain by emailon December 7, 2009 why the company failed to request verification of stock ownership for WilliamSteiner's October 21, 2009 rule 14a-8 proposal.There does not seem to be a logical reason for the company November 24, 2009 letter without an answerto this question. Plus this answer would help clarifY the logic behind the two other November 24, 2009company letters.Sincerely,John Chevedden

cc:Office ofChiefCounselDivision ofCorporation FinanceSecurities and Exchange Commission

12/10/2009


cheveddenwsteiner02192010.pdfcheveddenwsteiner122309-14a8-incoming

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