Merck & Co., Inc.

Jefferies Global Healthcare Conference

November 20, 2014

Adam H. SchechterExecutive Vice President and President

Global Human Health

This presentation includes “forward-looking statements” within the meaning of the safe harbor provisions of the

United States Private Securities Litigation Reform Act of 1995. Forward looking statements include statements

regarding the timing and closing of the tender offer and the merger transactions, the ability of Merck to complete

the transactions considering the various closing conditions, and any assumptions underlying any of the foregoing.

These statements are based upon the current beliefs and expectations of Merck’s management and are subject to

significant risks and uncertainties. There can be no guarantees with respect to pipeline products that the products

will receive the necessary regulatory approvals or that they will prove to be commercially successful. If underlying

assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those

set forth in the forward-looking statements.

Risks and uncertainties include but are not limited to, general industry conditions and competition; general

economic factors, including interest rate and currency exchange rate fluctuations; the impact of pharmaceutical

industry regulation and health care legislation in the United States and internationally; global trends toward health

care cost containment; technological advances, new products and patents attained by competitors; challenges

inherent in new product development, including obtaining regulatory approval; Merck’s ability to accurately predict

future market conditions; manufacturing difficulties or delays; financial instability of international economies and

sovereign risk; dependence on the effectiveness of Merck’s patents and other protections for innovative products;

the exposure to litigation, including patent litigation, and/or regulatory actions.

Merck undertakes no obligation to publicly update any forward-looking statement, whether as a result of new

information, future events or otherwise. Additional factors that could cause results to differ materially from those

described in the forward-looking statements can be found in Merck’s 2013 Annual Report on Form 10-K and the

company’s other filings with the SEC available at the SEC’s Internet site (www.sec.gov).

Forward-Looking Statement

Merck is Delivering Focused Results in 2014

Strategic Actions for Growth

Driving Portfolio Growth

Advancing the Innovative Pipeline

Returning Cash to Shareholders

Fo

cu

sed

On

Being the Premier Research-Driven Biopharmaceutical Company

Merck Has the Right Strategy to Drive Growth and Productivity

New,

Focused Model

Suite of

Opportunities

Harnessing

Immuno-Oncology

Merck Has the Right Strategy to Drive Growth and Productivity

• Investing Behind the Best Sources of Growth

• Divesting Non-Core Assets

• $2.5B Annual Cost Savings by end of 2015

New,

Focused Model

Suite of

Opportunities

Harnessing

Immuno-Oncology

Merck Is Sharpening Its Strategic Focus

Top 10

Markets

& Core

Commercial

Therapeutic

Areas

Breakthrough

R&D

Including I-O

and HCV

Non-Focus

Areas

Investments weighted to priority areas of focus.

Key Strategic Accomplishments

• Portfolio prioritization led to divestiture of $3 billion in revenue

– Completed sale of $2B Consumer Care business to Bayer

– Completed divestiture of $1B non-core human health products and business

areas

• Acquired Idenix for key Hepatitis C assets

• Determined to augment and grow Animal Health

– YTD Animal Health grew +9%1

• Significant progress redesigning operating model / reducing cost base

– Remain on track to achieve target of $2.5 billion net reduction in annual

operating expenses by the end of 2015

1 YTD sales growth through September 30; excludes impact from foreign exchange and Zilmax.

Merck Is Steadily Improving Cost Efficiencies Continuing efforts to Reduce Costs by $2.5B

1 Non-GAAP SG&A + Non-GAAP R&D as a % of sales. 2 2008 Operating expense ratio represents Merck standalone; 2009 represents 12 months of Merck + 2 months of Schering-Plough.3 Peer group results based on Non-GAAP results reported by peers in Q3 earnings reports – group made up of 8 large pharmaceutical companies.

2

SG&A + R&D1

3

20152009 201238%

40%

42%

44%

46%

48%

50%

52%

9M20142010 20112008 2009 2012 2013

Peer AverageMerck

Merck Made Clear Choices to Deliver on Our Mission and Win…

• We are focusing even more explicitly on:

Therapeutic areas

where payers will pay for innovation

Top global and local

customers

Markets with the greatest

opportunities

Obtaining and

maintaining prices

Preparingfor

launches

Total deaths from diabetes are

projected to increase by 50% in the

next 10 years

Antibiotic-resistant bacteria infects

over 2 million Americans annually,

resulting in 23,000 deaths

ACUTE CARE HOSPITAL

DIABETES

Cervical cancer is the second most

common cancer in women

worldwide

VACCINES

Every year, 8 million people die from

cancer worldwide

ONCOLOGY

Focus: These Areas Give Us a Strong Platform for Growth

Sources: CDC, WHO

Diabetes: We Are a Leader in the DPP-4 Market

• Focusing resources on this important brand with ~$6 billion annual sales

• Macro trends support a growing Diabetes market

JANUVIA Franchise 12-Wk Rolling TRx

YoY Change %

1 YTD sales growth through September 30; excludes impacts from foreign exchange.2 Source: IMS (Nov 15, 2013 through Nov 7, 2014).

$4.8

$4.4

$3.2

$2.8

$3.6

$4.0

20142013

2014 YTD Sales Growth1 JANUVIA TRx Trend2

+4%

Vaccines: We Are a Leader in the Global Vaccines Market

+14% CAGR

• Merck ranked #1 in global sales2

• Broad portfolio

• GARDASIL market share leader at >90% globally

• V503, 9-valent HPV vaccine currently under FDA review, increases protection to almost 90%

1 Excludes SPMSD joint venture sales.2 Merck and Peer revenue as reported, FY 2013 and YTD 2014.

Merck Vaccine Sales1

Acute Care Hospital: An Area of Significant Unmet Need

• Portfolio of products with annual

sales >$2 billion

• Key products include:

− Antibiotics (INVANZ, PRIMAXIN)

− Antifungals (NOXAFIL,

CANCIDAS)

− BRIDION

• Well-positioned longer term with

several Phase 3 pipeline

opportunities

1 YTD sales growth through September 30; excludes impacts from foreign exchange.

$1.0

$0.5

$1.5

$2.0

20142013

2014 YTD Sales Growth1

+11%

Oncology: Launching in Immuno-Oncology

• First Anti-PD-1 launched in the US

• ~1,200 eligible patients at launch, with a few hundred additional

patients eligible each month

• 900+ patients treated since approval (Sept. 2014)

• Most payers are covering cost of current indication without restrictions

• Reached top ipilimumab prescribers within days of approval

• Numerous Launches and Filing Opportunities in

2014 and 2015

• Launching into Large Markets with Unmet Needs

• Opportunities in Immuno-Oncology and HCV

• Leveraging Global Presence to Accelerate Growth

Merck Has the Right Strategy to Drive Growth and Productivity

New,

Focused Model

Suite of

Opportunities

Harnessing

Immuno-Oncology

Merck is Launching New Molecular Entities into Large Markets

Recent Approvals

Oncology:

• KEYTRUDA for advanced

melanoma

Insomnia:

• BELSOMRA

Cardiovascular:

• ZONTIVITY

Allergy Immunotherapy:

• GRASTEK

• RAGWITEK

Hepatitis C Virus:

• VANIHEP, in Japan

Vaccines:

• V503, HPV-related cancers

• V419, pediatric hexavalent

combination vaccine in US

Acute Care Hospital:

• Sugammadex in US

Diabetes:

• Omarigliptin, once-weekly DPP-4

Inhibitor in Japan

Cardiovascular:

• ZETIA / VYTORIN, plan to submit

sNDA with IMPROVE-IT data in

mid-2015

Regulatory Action Upcoming

Merck Also Has Many Attractive Programs in Registrational Trials

2015 2016 2017 2018 20192014

Actoxumab / Bezlotoxumab (C. Diff. Infection)

KEYTRUDA – NSCLC (KN-010)

Grazoprevir / Elbasvir (Hepatitis C)

KEYTRUDA – Bladder Cancer (KN-045)

Anacetrapib (Atherosclerosis)

Omarigliptin (once weekly DPP-4)

Ertugliflozin (SGLT-2 Inhibitor)

Letermovir (HCMV prophylaxis)

BACE Inhibitor (Alzheimer’s Disease)

V212 (Inactivated VZV vaccine)

Earliest study primary completion date per clinicaltrials.gov

Latest study primary completion date per clinicaltrials.gov

There is an unmet medical need for an interferon-free, ribavirin-free, short duration HCV

therapy that is highly effective across all patient populations, including patients with cirrhosis.

HCV: Fast-growing Market with High Unmet Need

The number of patients with cirrhosis will peak

in the next 7-10 years

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1950

1960

1970

1980

1990

2000

2010

2020

2030

Nu

mb

er

of

Cases

Year

Cirrhosis

M 50+

M 31-50

M 0-30

F 50+

F 31-50

F 0-30

Source. Hepatitis C in the United States, Holmberg, NEJM 2013; Decision Resources (2013), Health care reform and

Hepatitis C: a convergence of risk and opportunity - Milliman , 2013; CDC Draft Recommendations – May 18, 2002

• In US, 3.2 million people with

chronic HCV

– 50% diagnosed

– ~170,000 – 200,000 cured

– >450,000 may get insurance

between 2014 and 2020

• Without changes to historical

diagnosis and treatment

paradigm, annual medical costs

expected to rise to $85 billion in

5 years

Merck’s HCV Doublet will be Filed in 2015

Grazoprevir

(MK-5172)Highly Potent HCV

Protease Inhibitor

Elbasvir

(MK-8742)Highly Potent HCV

NS5A Inhibitor

Grazoprevir/ElbasvirFixed Dose

Combination Tablet

High rates of efficacy demonstrated against key genotypes

High barrier to resistance and activity against common

resistance-associated variants of HCV

Single tablet given once-daily, no significant food effect

Breakthrough therapy designation from FDA

Merck's HCV Triplet to Start Phase 2 in Q1 2015 Direct-acting therapies including a nucleotide inhibitor

GrazoprevirHighly Potent

HCV

Protease

Inhibitor

Elbasvir

or

MK-8408Highly Potent

HCV

NS5A Inhibitors

MK-3682Highly Potent

HCV

NS5B NI

• Phase 2 C-CREST program evaluates two different 3-drug regimens

• Designed to target broad range of genotypes

• Starts with 8 week regimens in non-cirrhotics, proceeding to harder-

to-treat patients and shorter durations of therapy

• KEYTRUDA is first FDA-approved Anti-PD-1

• Breakthrough Therapy Designation for NSCLC1

• Growing Utility in Multiple Tumor Types

• Building Partnerships and Collaborations

• Expanding Into Combination Therapy

Harnessing

Immuno-Oncology

New,

Focused Model

Suite of

Opportunities

1 KEYTRUDA has Breakthrough Therapy designation for advanced melanoma following ipilimumab and/or BRAF inhibitor

failure and EGFR negative and ALK negative NSCLC following platinum based therapy failure.

Merck Has the Right Strategy to Drive Growth and Productivity

Cancer is a Significant Global Burden

Select Cancer Type 2013 Sales ($mm)

Breast cancer $11,530

CRC 7,501

NSCLC 6,757

NHL 6,211

Multiple myeloma 6,210

CML 5,952

Prostate cancer 5,384

RCC 3,749

Melanoma 1,388

ALL 1,304

Liver cancer 868

Glioblastoma 846

Stomach cancer 692

Head & neck 659

Pancreatic 541

Source: Globocan (2012) Source: EvaluatePharma

KEYTRUDA: Evidence of Response in Seven Tumor Types

OTHERS

BLADDER

MELANOMA

HEAD & NECK

NON-SMALL-CELL LUNG

GASTRIC

CLASSICAL HODGKINS LYMPHOMA

TRIPLE NEGATIVE BREASTCANCER

• Initial market entry in metastatic melanoma

• Second indication in non-small-cell lung cancer

• Showed data in 7 tumor types in 2014

• 35+ ongoing or planned clinical trials in more than 30

tumor types, with over 8,000 patients estimated to enroll

CO

MB

INA

TIO

N

Merck has a Robust Immuno-Oncology Pipeline

REGISTRATIONPHASE 1 / 2PRECLINICAL

Other

antagonists

Anti-LAG3

RCC with pazopanib (GSK) (KN018)

RCC with axitinib (PFE)

HER2+ breast with trastuzumab

Solid tumors with 41BB (PFE)

MM with lenalidomide & dexamethasone (KN-023)

Melanoma with IPI/Sylatron (KN029) Melanoma with T-VEC (AMGN)

NSCLC with abraxane (KN026)

NSCLC with chemo, IPI, & TKI (KN021)

Melanoma IPI naïve (KN006)

Melanoma IPI refractory (KN002)

2/3 NSCLC (KN010)

Head & neck (KN040)

Bladder (KN045)

Melanoma adjuvant

NSCLC 1st line (KN024 & 042)

Biomarker +

20 multiple

solid tumors

(KN028)

Melanoma & NSCLC (KEYNOTE001)

Head & neck, bladder, triple neg breast & gastric (KN012)

Hematologic malignancies (KN013)

MSI-high Colerectal and noncolon (KN016)

Melanoma brain metastasis (KN027)

MO

NO

TH

ER

AP

Y

Ongoing

Planned

STUDIES

Anti-GITR: Solid tumors

Melanoma BRAF & MEK Inh (GSK) (KN022)

*Phase 1 unless otherwise noted; KN = Keynote.

Other

agonists

NSCLC with IDO1 (INCY) (KN-037) Prostate with Lm-LLO (ADXS)

Phase 2

Gastric

Delivering on Our Commitment to Shareholders

• Returned over $11 billion to shareholders over the last 12 months

• Returned ~90% free cash flow in the last 5 years

• Increased the dividend 3 times in the past 3 years

• After-tax proceeds from Consumer Care divestiture, net of Idenix

acquisition, deployed by year end for share repurchase

Merck is Delivering Focused Results in 2014

Strategic Actions for Growth

Driving Portfolio Growth

Advancing the Innovative Pipeline

Returning Cash to Shareholders

Fo

cu

sed

On

Being the Premier Research-Driven Biopharmaceutical Company

Focusing on the Future