SecProbe.io

June 15, 2012

Via E -mail
Mr. Peter N. Kellogg
EVP  and C hief Financial  Officer
Merck & Co., Inc.
One Merck Drive
Whitehouse Station, NJ 08889

Re:  Merck & Co., Inc.
 Form 10 -K for the Fiscal Year Ended December  31, 2011
Filed February 28 , 2012
 File No. 001-06571

Dear Mr. Kellogg :

We have  reviewed your filing  and have the following comments.  In our  comment s, we
ask you to provide us with information so we may better understand your disclosure .

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe a comment applies to your facts and ci rcumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that keys your
response s to our comment s.

After reviewing the information you provide , we may have additional comments and/or
request that you amend your filing .

Item 1A. Risk Factors
The Company has experienced difficulties and delays in manufactur ing of certain of its products ,
page 27

1. You disclose that you have experienced difficulties and delays in manufacturing certain
products  and are currently experiencing difficulty in manufacturing certain women’s
health products.  Please provide us your analysis demonstrating why disclosure of the
effects and expected effects of these difficulties and delays on financial position, results
of operations and cash flows in MD&A is not required. Refer to Item 303( a)(1), (2) and
(3)(i) and (ii)  of Regulation S -K.

Mr. Peter N. Kellogg
Merck & Co., Inc.
 June 15, 2012
 Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Net Income and Earnings per Common Share, page 60

2. Please provide us proposed disclos ure to be included in future periodic reports that
separately discusses the  reasons for the changes in the amount of your earnings reported
from foreign operations as com pared to domestic operations .

Analysis of Liquidity and Capital Resources, page 69

3. Please provide us proposed disclosure to be included  in future periodic reports of the
amount of your cash and cash equivalents and separately your investments held by
foreign subsidiaries that would be subject to the potential tax impact associated with the
repatriation of undistributed earnings on foreign subsidiaries , as “substantial majority” is
vague  and to differentiate between cash and investments .

Notes to Co nsolidated Financial Statements

2. Summary of Accounting Policies
Revenue Recognition, page 88

4. You indicate that your revenues are recorded net of time value of money discounts for
customers for which collection of accounts receivable is expected to be in excess of one
year. Please provide us an analysis and specific cite in the authoritative accounting
literature that supports discounting .  In addition, please walk us through an example
showing the journal entries to initially record the sale and to sub sequently collect
amounts and accrete the discount that explains each amount recorded.

5. Acquisitions, Divestitures, Research Collaborations and License Agreements, page 97

5. You indicate that as part of the agreement with Fujifilm, you have committed to certain
continued development and manufacturing activities with these two companies. Please
tell us more information about the nature and extent of these obligations and your
account ing treatment for them.   Please tell what consideration was given to the
application of ASC 605 -25 to this agreement that has multiple deliverables (i.e. business,
development services, and manufacturing services) in  determining separate units of
accounting and measuring and allocating the arrangement consideration.

17. Taxes on Income, page 137

6. Please provide us information  that explains the relationship between the foreign operating
pre-tax income and your foreign income tax expense . As part of your response, also tell
us how the foreign rate differential is determined and identify the significant components
of this item .

Mr. Peter N. Kellogg
Merck & Co., Inc.
 June 15, 2012
 Page 3

 7. Please explain why IPR&D impairment charges, amortization of purchase accounting
adjustments, arbitration settlemen t charge and restructuring are appropriately considered
tax rate reconciling items .

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s all information the Securiti es Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding t o our comment s, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Sasha Parikh , Staff Accountant, at (202) 551 -3627 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551 -3752  if you have questions regarding the comments . In
this regard, do not hesitate to contact me at (202) 551 -3679 .

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant