SecProbe.io

April 10, 201 4

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

Re:           Merck & Co., Inc.
                 Form 10 -K for the Fis cal Year Ended December 31, 2013
                 Filed February 27, 2014
                 File No. 001 -06571

Dear Mr. Kellogg:

We have  reviewed your filing  and have the following comment s.  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 re sponse.  If you  do not
believe  a comment  applies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that key s your
response s to our comment s.

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

General

1. We have not yet reviewed the Part III information that is included in your Form 10 -
K.  We may have further comments after reviewing that information and we will not be
able to clear our review of your filing until we have the opportunity to resolve any
resulting comments.

Notes to Consolidated Financial Statements
4.    Acquisitions, Divestitures, Research Collaborations and License Agreements, page 86

2. You disclose that you supplement your  internal research with a licensing and external
alliance strategy focused on the entire spectrum of collaborations from early research to
late-stage compounds. These arrangements often include upfront payments and royalty or
profit share payments, conting ent upon the occurrence of certain future events linked to
the success of the asset in development, as well as expense reimbursements or payments

Mr. Peter N. Kellogg
Merck & Co., Inc.
 April 10, 2014
 Page 2

 to the third party.   Please tell us your accounting policies for separation and allocation
with regard to your  collaborative arrangements.  Also, tell us your policies for
recognition and classification for aspects of your collaborative arrangements other than
those you describe under “Research and Development” in Note 2. Summary of
Accounting Policies.

3. In order  to help us understand more fully how your collaborative arrangements impact
your financial statements for each period presented, please provide us a table showing
amounts by year and by line item included in your statement of income attributable to
transa ctions arising from collaborative arrangements between you and the other
participants and to third -parties.

13.    Pension and Other Postretirement Benefit Plans, page 113

4. In connection with your restructuring actions you recorded termination charges,
settlements and curtailments in your pension benefit and other postretirement benefit
plans in all periods presented.  While you state that the termination charges relate to
expanded eligibility for certain of your exiting employees , please tell us the nature of any
other events that resulted in settlement s or curtailment s under your plans .  As part of your
response, please tell us how you considered the guidance in ASC 715 -30-35 and 715 -60-
35 in determining the appropriate accounting treatment for the terminations, settlements
and curtailments.  Include in your response the sequence you use to account for your
settlements and curtailments and tell us if the sequence has been con sistently applied
when the settlements and curtailments are recognized together.  Tell us if any of the
settlements  and curtailments required an interim measurement of your plan assets and
obligations .

5. You disclose that approximately 46% of your projected benefit obligation at
December  31, 2013 relates to international defined benefit plans, of which each
individual plan is not significant relative to the total projected benefit obligation.  Please
tell us what consideration you gave to A SC 715 -20-50-4 in determining that you should
aggregate your U.S. and international plans in your disclosures.  Specifically, tell us how
you determined that the benefit obligations of international plans were not significant
compared to the total benefit obligation and did not use significantly different
assumptions.

 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 Securities 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.

Mr. Peter N. Kellogg
Merck & Co., Inc.
 April 10, 2014
 Page 3

  In respondi ng to 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 Ibolya Ignat , Staff Accountant, at (202) 551 -3656 or Donald Abbott,
Senior Staff Accountant, at (202) 551 -3608 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