Confidential portions of this exhibit have been omitted and filed separately with the Securities
and Exchange Commission with a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended. The location of an omitted portion is indicated by an
asterisk within brackets ([*]).




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##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINED TERMS
    
    
    1Section 1.1. Interpretation
    
    
    1Section 1.2. Definitions
    
    
    1Section 1.3. Headings
    
    
    11Section 1.4. Intent of the Parties
    
    
    11ARTICLE II THE TRANSACTIONS
    
    
    12Section 2.1. Transactions at the Signing
    
    
    12Section 2.2. Transactions as of the Effective Date
    
    
    15ARTICLE III MANAGEMENT
    
    
    16Section 3.1. Management by the Board of Members
    
    
    16Section 3.2. General Manager
    
    
    16Section 3.3. Boards of Members
    
    
    16Section 3.4. Committees; Purposes and Principles
    
    
    19Section 3.5. Meetings of the Committees
    
    
    20Section 3.6. Committee Decision-Making and Dispute Resolution
    
    
    20Section 3.7. Required Consent
    
    
    20Section 3.8. Deficit Make-Ups
    
    
    22ARTICLE IV EFFECTIVENESS; APPROVAL; EXCLUSIVITY
    
    
    22Section 4.1. Effectiveness
    
    
    22Section 4.2. Commercially Reasonable Efforts
    
    
    23Section 4.3. Non-Compete
    
    
    24ARTICLE V DEVELOPMENT AND MARKETING
    
    
    24Section 5.1. General
    
    
    24Section 5.2. Product Recalls
    
    
    24Section 5.3. Trademarks
    
    
    24ARTICLE VI RIGHT OF FIRST OFFER
    
    
    25Section 6.1. Right of First Offer
    
    
    25ARTICLE VII DISPUTE RESOLUTION, TERMINATION, DISSOLUTION AND
LIQUIDATION
    
    
    26Section 7.1. Dispute Resolution
    
    
    26
 - i -




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PageSection 7.2. Termination
    
    
    27Section 7.3. Consequences of Termination
    
    
    28ARTICLE VIII REPRESENTATIONS, WARRANTIES, COVENANTS AND
INDEMNIFICATION
    
    
    33Section 8.1. Representations and Warranties of the Parties
    
    
    33Section 8.2. Certain Representations
    
    
    34Section 8.3. Certain Covenants
    
    
    35Section 8.4. Certain Obligations
    
    
    35Section 8.5. Indemnification
    
    
    36ARTICLE IX MISCELLANEOUS
    
    
    37Section 9.1. Confidentiality
    
    
    37Section 9.2. Publicity
    
    
    38Section 9.3. Further Assurances
    
    
    39Section 9.4. Notices
    
    
    39Section 9.5. Failure to Pursue Remedies
    
    
    39Section 9.6. Cumulative Remedies
    
    
    39Section 9.7. Assignment; Binding Effect
    
    
    40Section 9.8. Severability
    
    
    40Section 9.9. Standstill
    
    
    40Section 9.10. Counterparts
    
    
    41Section 9.11. Integration
    
    
    41Section 9.12. Governing Law
    
    
    41Section 9.13. Amendments
    
    
    42Section 9.14. Judicial Proceeding
    
    
    42Section 9.15. Enforcement of Certain Rights
    
    
    42Section 9.16. No Third Party Beneficiaries
    
    
    43Section 9.17. Survival
    
    
    43
 Schedule A
    
    
    
    Existing M JVsSchedule B
    
    
    
    Existing S-P JVsSchedule C
    
    
    
    Non-Pharma CompaniesSchedule 7.3
    
    
    
    Illustrations of Change of Control ValuationSchedule 9.4
    
    
    
    Notice Provisions




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Distribution LLC Marketing LLC Technology LLC M-Cardio Sub S-MSP Corp. S-Sales
Sub Cholesterol LLC Singapore Partnership S-P M
 Companies Company
    ARTICLE I
DEFINED TERMS
 Interpretation
 Definitions
 - 1 -




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##### 



Affiliate provided
 Agreement
 Bankruptcy
      Board
 Board Chairperson
 CAI Cholesterol Absorption Inhibitor
 - 2 -




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##### 



Call Notice
 Call Party
 Call Price
 C-O-C Notice
 C-O-C Party
 Change of Control
 Exchange
Act Specified Person Outstanding Common Stock Outstanding Voting Securities provided however
 Incumbent Board
 Business
Combination
 - 3 -




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##### 



Cholesterol Assignment Documents
 Cholesterol Business
 Cholesterol LLC
 Cholesterol Products
 Claim Notice
 Co-Chairperson
 - 4 -




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##### 



Combination Product
 Committee
 Companies
 Company
 Company Product
 Confidential Information
 Co-Promotion Agreement
 Development Agreement
 Development Committee
 Disclosing Party
 Distribution LLC
 E Monotherapy Business
 Effective Date
 Ethical Pharmaceutical Product
 Exchange Act
 Executive Sponsor
 Existing M JVs
 - 5 -




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##### 



Existing S-P JVs
 ezetimibe
 Ezetimibe Monotherapy
 FDA
 Field
 Finance Committee
 GAAP
 General Manager
 Governmental Entity
 HSR Act
 Indemnified Entity
 Interests
 Launch
 Law
 License Agreement
 Licensor
 Losses
 M
 - 6 -




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##### 



M License Agreement
 M Marks
 M Members
 Marks
 M-Cardio Sub
 M/E Business
 M/E Combination Product
  Marketing Committee
 Marketing LLC
 Material Breach
 Material Adverse Effect
 Member Members
 New Agreements
 Non-Pharma Company World Review
 - 7 -




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##### 



Inflation Adjusted
 Non-Terminated Party
 Offering Party
 Order
 Other Party
 Person
 Pharmaceutical Sales
 Plan
 Pre-Existing Relationship
 Pre-Existing M Relationship
 - 8 -




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##### 



Pre-Existing S-P Relationship
 Pre-Termination Substances i.e.
 Rejection Date
 Related Agreements
 Respiratory Governance Agreement
 ROW
 ROW Arrangement
 - 9 -




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##### 



Significant Subsidiary
 Significantly Competitive Cholesterol Product Lipid Management Product
 Simvastatin
 Singapore Partnership
 S-MSP Corp.
 S-P
 S-P License Agreement
 S-P Marks
 S-P Members
 S-Sales Sub
 - 10 -




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##### 



Standstill Period
 Statin
 Terminated Party
 Territory
 Third Party
 Trademark
  US Z/E Trademark
 Z/E Business
 Z/E Combination Product
 Headings
 Intent of the Parties
 - 11 -




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##### 



ARTICLE II
THE TRANSACTIONS
 Transactions at the Signing
 (a)
    
    The Limited Liability Company Operating Agreement of
Distribution LLC between M-Cardio Sub and S-MSP Corp.;(b)
    
    The Limited Liability Company Operating Agreement of Marketing
LLC between M-Cardio Sub and S-Sales Sub;(c)
    
    The Limited Liability Company Agreement of Technology LLC
between Schering MSP Pharmaceuticals L.P. and Merck Technology (US)
Company, Inc.;(d)
    
    The Limited Liability Company Operating Agreement of
Cholesterol LLC by and among MSD Technology Singapore Pte. Ltd.,
MSD Ventures Singapore Pte. Ltd., Osammor Pte. Ltd. (to be renamed
Schering-Plough (Singapore) Pte. Ltd.) and Citimere Pte. Ltd. (to
be renamed Schering-Plough (Singapore) Research Pte. Ltd.);(e)
    
    The Limited Liability Company Agreement of Singapore
Partnership by and among MSD Technology Singapore Pte. Ltd., MSD
Ventures Singapore Pte. Ltd., Osammor Pte. Ltd. (to be renamed
Schering-Plough (Singapore) Pte. Ltd.) and Citimere Pte. Ltd. (to
be renamed Schering-Plough (Singapore) Research Pte. Ltd.);(f)
    
    The License Contribution Agreement (Cholesterol
Combination/Existing IP) between MSD Technology Singapore Pte. Ltd.
and Cholesterol LLC;(g)
    
    The License Agreement (Cholesterol Combination/Formulation IP)
 Merck between
 - 12 -




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##### 



Merck & Co., Inc. and Cholesterol LLC;(h)
    
    The Contribution Agreement Osammor Pte. Ltd. (to be renamed
Schering-Plough (Singapore) Pte. Ltd.) (Cholesterol) between
Osammor Pte. Ltd. (to be renamed Schering-Plough (Singapore) Pte.
Ltd.) and Cholesterol LLC;(i)
    
    The Contribution Agreement Scherico Ltd. (Cholesterol) between
Sherico, Ltd. and Osammor Pte. Ltd. (to be renamed Schering-Plough
(Singapore) Pte. Ltd.);(j)
    
    The Sublicense Agreement Scherico, Ltd. (Existing Ezetimibe and
Cholesterol Combination IP) between Technology LLC and Scherico
Ltd.;(k)
    
    The License Contribution Agreement Schering MSP Pharmaceuticals
Limited Partnership, (Cholesterol) between Schering MSP
Pharmaceuticals L.P. and Technology LLC;(l)
    
    The Contribution Agreement Schering Sales Management, Inc.
(Cholesterol) between Schering Sales Management, Inc. and Schering
MSP Pharmaceuticals L.P.;(m)
    
    The Schering License Agreement (Existing Ezetimibe and
Cholesterol Combination IP) between Schering Corporation and
Schering Sales Management, Inc.;(n)
    
    The Schering Formulation IP License Agreement (Cholesterol
Combination) between Schering Corporation and Cholesterol
LLC;(o)
    
    The Development Agreement (Cholesterol Combinations) by and
among Singapore Partnership, M and Schering Corporation;(p)
    
    The Contract Manufacturing Agreements between Singapore
Partnership and each of the existing M bulk facilities listed
below:(i) Merck & Co., Inc. [Simvastatin], and(ii) Merck Sharpe & Dohme (Ireland) Ltd. [*];
 - 13 -




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##### 



(q)
    
    The Contract Manufacturing Agreement (ezetimibe) between
Singapore Partnership and Schering-Plough Ltd.;(r)
    
    The Toll Manufacturing Agreement (Zocor Combination) between
Singapore Partnership and MSD Technology Singapore Pte. Ltd.;(s)
    
    The Toll Manufacturing Agreement ([*] Combination) between
Singapore Partnership and MSD Technology Singapore Pte. Ltd.;(t)
    
    The Toll Manufacturing Agreement (Ezetimibe Monotherapy)
between Singapore Partnership and Schering-Plough, Ltd.;(u)
    
    The Toll Packaging Agreement ([*] Combination) between
Distribution LLC and M;(v)
    
    The Toll Packaging Agreement (Ezetemibe Monotherapy) between
Distribution LLC and Schering Corporation;(w)
    
    The Toll Packaging Agreement (Zocor Combination) between
Distribution LLC and M;(x)
    
    Manufacturing Capacity Agreement (Ezetimibe Active Ingredient)
between MSP Singapore Company LLC and Schering-Plough Ltd.;(y)
    
    Manufacturing Capacity Agreement (Formulation) between MSP
Singapore Company LLC and Osammor Pte. Ltd. (to be renamed
Schering-Plough (Singapore) Pte. Ltd.);(z)
    
    Guarantee by Schering-Plough Corporation in favor of MSP
Singapore LLC re: Utilization of Scherings Manufacturing
Capacity;(aa)
    
    Agreement between Merck & Co., Inc. and Schering-Plough
Corporation re: Singapore Facility Construction Delay; and(bb)
    
    The Co-Promotion and Marketing Services Agreement for
Cholesterol Products in the Territory by and among Marketing LLC,
Schering Sales Corporation and M.
 - 14 -




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Transactions as of the Effective Date
   (i)
    
    The Exclusive Marketing, Distributorship and Supply Agreement
between Singapore Partnership and Marketing LLC, pursuant to which
(A) Marketing LLC obtains the exclusive rights to market and
distribute certain Cholesterol Products in the Territory and
(B) Cholesterol Products are delivered to Distribution LLC;(ii)
    
    The Sub-Distributorship Agreement between Marketing LLC and
Distribution LLC, pursuant to which Marketing LLC employs
Distribution LLC as sub-distributor and warehouser;(iii)
    
    The Lease Agreement between Distribution LLC and M (or any of
its Affiliates), pursuant to which Distribution LLC acquires
warehouse space for Cholesterol Products;(iv)
    
    The Administrative and Support Services Agreement between
Distribution LLC and M (or one of its Affiliates), pursuant to
which M will provide administrative and support services to
Distribution LLC, which services may include: accounting, accounts
payable/receivable, billing, collection, payroll, record-keeping,
employee benefits, insurance, and other services;(v)
    
    The Agreement and Plan of Merger between Cholesterol LLC and
Singapore Partnership;(vi)
    
    Trademark Licenses  S-P; and(vii)
    
    Trademark Licenses  M.
  - 15 -




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ARTICLE III
MANAGEMENT
 Management by the Board of Members Board
 General Manager General Manager
 Boards of Members
 Formation; Purposes
 - 16 -




---



##### 



Membership
 - 17 -




---



##### 



Board Chairperson Co-Chairperson
 Meetings of the Boards
 Manner of Acting
 Dispute Resolution
 - 18 -




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##### 



Executive Sponsors Executive Sponsor
 Committees; Purposes and Principles
 General Development
Committee Marketing Committee Finance
Committee
 Principles
 - 19 -




---



##### 



Scope of Committee Authority
 Meetings of the Committees
 Committee Decision Making and Dispute Resolution
 Manner of Acting
 Committee Dispute Resolution
 Required Consent
  - 20 -




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##### 



provided however
         - 21 -




---



##### 



Deficit Make-Ups
 ARTICLE IV
EFFECTIVENESS; APPROVAL; EXCLUSIVITY
 Effectiveness Effective Date
 - 22 -




---



##### 



Commercially Reasonable Efforts
  Order
    - 23 -




---



##### 



Non-Compete
  ARTICLE V
DEVELOPMENT AND MARKETING
 General
 Product Recalls
 Trademarks
  - 24 -




---



##### 



US Z/E Trademark
 M Marks
 S-P Marks
 ARTICLE VI
RIGHT OF FIRST OFFER
 Right of First Offer
 ROW Arrangement Offering
Party Other Party
 - 25 -




---



##### 



Rejection Date
    ARTICLE VII
DISPUTE RESOLUTION, TERMINATION, DISSOLUTION
AND LIQUIDATION
 Dispute Resolution
 General
 - 26 -




---



##### 



Product Safety
  Termination
 Regulatory Approval
 Bankruptcy
 Material Breach
 - 27 -




---



##### 



Material Breach Material Adverse Effect provided
 Change of Control
  Consequences of Termination
 General
 Regulatory Approval
 - 28 -




---



##### 



Bankruptcy
 Material Breach
   Change of Control Call Party C-O-C Notice C-O-C Party Call Price
 - 29 -




---



##### 



- 30 -




---



##### 



Call Notice
   Survival of Certain Related Agreements
 - 31 -




---



##### 



Survival of Certain Provisions of this Agreement
 (i)
    
    All provisions of Section 9.1
[Confidentiality] shall survive and continue to be binding on the
Terminated Party in all respects for six years following such
termination.(ii)
    
    All provisions of Section 9.1 (other than
Sections 9.1(a)(i) and (a)(iii)) shall survive and continue to be
binding on the Non-Terminated Party for six years following such
termination, provided that if the Terminated Partys Interests are
not acquired by the Non-Terminated Party, all provisions of
Section 9.1 shall survive and continue to be binding on the
Non-Terminating Party for six years following such termination.(iii)
    
    Section 4.3 [Non-Compete] with respect to
ezetimibe (whether monotherapy, combination or retained uses) (it
being understood that all CAIs other than ezetimibe are addressed in
clause (iv) of this Section 7.3(g)) shall survive and continue to be
binding on the Terminated Party and its Affiliates, as the case may
be, until the expiration of the last to expire U.S. patents (and any
marketing exclusivity period attendant thereto) owned by or licensed
to any of the Companies which claim or cover (A) ezetimibe or (B) a
combination of ezetimibe and a Statin.(iv)
    
    All other provisions of Section 4.3 shall
survive and continue to be binding on the Terminated Party and its
Affiliates (including any acquiring or surviving entity in the event
of a Change of Control), but only with respect to Pre-Termination
Substances, until the later of (A) four years following such
termination or (B) four years after the Launch of a Combination
Product, provided that the maximum survival period under this
clause (B) shall be five years after termination of this Agreement.(v)
    
    All provisions of Sections 8.1, 8.2, 8.4
and 8.5 shall survive for two years following termination.
  Agreement to Enter into New Agreements
 - 32 -




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ARTICLE VIII
REPRESENTATIONS, WARRANTIES,
COVENANTS AND INDEMNIFICATION
 Representations and Warranties of the Parties
 Organization and Good Standing; Power and Authority; Qualifications
 Authorization of this Agreement and the Related Agreements
 - 33 -




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##### 



No Conflict
 Certain Representations
   - 34 -




---



##### 



Certain Covenants
 Maintenance of Corporate Existence, etc.
 Compliance with Laws
 Insurance
 Certain Obligations.
 - 35 -




---



##### 



Indemnification General Indemnification Indemnified Entity
 Indemnification Principles Losses
 Claim Notice Claim Notice
 Related Agreements
 - 36 -




---



##### 



ARTICLE IX
MISCELLANEOUS
 Confidentiality
     Confidential Information
       - 37 -




---



##### 



Publicity Disclosing Party
 - 38 -




---



##### 



Further Assurances
 Notices
 Failure to Pursue Remedies
 Cumulative Remedies
 - 39 -




---



##### 



Assignment; Binding Effect
 Severability
 Standstill
    - 40 -




---



##### 



Counterparts
 Integration
 Governing Law
 - 41 -




---



##### 



Amendments
 Judicial Proceeding
 General
 Consent to Jurisdiction
 Enforcement of Certain Rights
 - 42 -




---



##### 



Licensor
 No Third Party Beneficiaries
 Survival
 - 43 -




---



##### 



- 44 -




---



##### 



SCHEDULE A
 Existing M JVs
  A-1




---



##### 



SCHEDULE B
 Existing S-P JVs
  B-1




---



##### 



SCHEDULE C
 Non-Pharma Companies
      C-1




---



##### 



SCHEDULE 7.3
 Illustrations of Change of Control Valuation
 Example 1
 Low Valuation
    
    $
    75High Valuation
    
    $
    95Average
    
    $
    85+/- 12% from Average
    
    $

74.8 « $95.2Low and High Valuations Within 12% of Average?
    
    YesValuation equals average of Low and High valuations
    
    $
    85




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##### 



Example 2
 Low Valuation
    
    $
    60High Valuation
    
    $
    100Average
    
    $
    80+/- 12% from Average
    
    $

70.4 « $89.6Low and High valuations within 12% of Average?
    
    NoThird valuation requiredThird valuation
    
    $
    110Third valuation between Low and High valuations?
    
    NoThird Valuation closer to High or Low?
    
    HighValuation equals average of High and Third valuations
    
    $
    105




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##### 



Example 3
 Low Valuation
    
    $
    65High Valuation
    
    $
    100Average
    
    $
    82.5+/- 12% from Average
    
    $

72.6 « $92.4Low and High valuations within 12% of Average?
    
    NoThird valuation requiredThird valuation
    
    $
    85Third valuation between Low and High valuations?
    
    YesLow and High Average
    
    $
    82.5Low Valuation +/- 30% of Average
    
    $
    40.25
« $89.75High Valuation +/- 30% of Average
    
    $

75.25 « $124.75Third valuation within Low range?
    
    YesThird valuation within High range?
    
    YesValuation equals average of Low, High and Third valuations
    
    $
    83.33




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##### 



Example 4
 Low Valuation
    
    $
    60High Valuation
    
    $
    100Average
    
    $
    80+/- 12% from Average
    
    $
    70.4
« $89.6Low and High valuations within 12% of Average?
    
    NoThird valuation requiredThird valuation
    
    $
    75Third valuation between Low and High valuations?
    
    YesLow and High Average
    
    $
    80Low Valuation +/- 30% of Average
    
    $

36 « $84High Valuation +/- 30% of Average
    
    $
    76
« $124Third valuation within Low range?
    
    YesThird valuation within High range?
    
    NoValuation equals average of Low and Third valuations
    
    $
    67.5




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##### 



Example 5
 Low Valuation
    
    $
    50High Valuation
    
    $
    120Average
    
    $
    85+/- 12% from Average
    
    $
    74.8
« $95.2Low and High valuations within 12% of Average?
    
    NoThird valuation requiredThird valuation
    
    $
    85Third valuation between Low and High valuations?
    
    YesLow and High Average
    
    $
    85Low Valuation +/- 30% of Average
    
    $
    24.5
« $75.5High Valuation +/- 30% of Average
    
    $
    94.5
« $145.5Third valuation within Low range?
    
    NoThird valuation within High range?
    
    NoValuation equal to Third valuation
    
    $
    85




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##### 



SCHEDULE 9.4