SecProbe.io

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 April 28, 2025

Caroline Litchfield
Executive Vice President and Chief Financial Officer
Merck & Co., Inc.
134 East Lincoln Ave.
Rahway, NJ 07065

 Re: Merck & Co., Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 1-06571
Dear Caroline Litchfield:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
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 mrksecresponseletter

 126 East Lincoln Avenue P.O. Box 2000 Rahway, NJ 07065 T: 908-740-4000 E: corporate.secretary@merck.com merck.com April 16, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 RE: Merck & Co., Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 1-06571 Ladies and Gentlemen: Merck & Co., Inc. (“Merck” or the “Company”) is submitting this letter in response to the written comment of the staff (the “Staff”) of the Securities and Exchange Commission dated April 10, 2025 addressed to Caroline Litchfield, Executive Vice President and Chief Financial Officer, relating to the Company’s Form 10-K for the fiscal year ended December 31, 2024. For ease of reference, we have repeated the Staff’s comment prior to our response. Item 1. Business Product Sales, page 1 1. We note that Keytruda accounted for 46% of your revenues in 2024. Please either file these agreements pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K or explain why you believe you are not substantially dependent on licensing agreements providing you with the right to sell Keytruda. Response: The Company respectfully advises the Staff that pembrolizumab, sold as Keytruda, was discovered by a company that was acquired by Merck in 2007. As a result, the Company owns all rights to make, use and sell Keytruda. As previously disclosed, in January 2017, the Company announced that it had entered into a settlement and license agreement resolving worldwide patent infringement litigation related to a third party’s patents directed generally to PD-1 inhibitors but which did not specifically claim pembrolizumab. Under the settlement and license agreement, the Company made a one-time payment of $625 million and agreed to pay royalties on the worldwide sales of Keytruda for a non-exclusive license to market Keytruda in any market in which it is approved. As disclosed in the Form 10-K, the Company paid a royalty of 6.5% on worldwide sales of Keytruda through December 2023 to that third party, but this royalty declined to 2.5% in 2024 and terminates on December 31, 2026. As further disclosed in the Form 10-K, the Company pays an additional 2% royalty on worldwide sales of Keytruda to another third party related to pembrolizumab development, the termination date of which varies by country; this royalty expired in the U.S. in September 2024 and will expire on varying dates in major

 European markets in the second half of 2025. As the Company owns all rights to Keytruda and does not rely on these agreements for its use or sale, the Company is not substantially dependent on any of these agreements and therefore does not believe that it is required to file any of these agreements pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K. Please contact me if you have any further questions. Very truly yours, /s/ Jon Filderman Jon Filderman Vice President, Corporate Legal

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 April 10, 2025

Caroline Litchfield
Executive Vice President and Chief Financial Officer
Merck & Co., Inc.
134 East Lincoln Ave.
Rahway, NJ 07065

 Re: Merck & Co., Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 1-06571
Dear Caroline Litchfield:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Item 1. Business
Product Sales, page 1

1. We note that Keytruda accounted for 46% of your revenues in 2024. Please
either file
 these agreements pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K or
explain why
 you believe your are not substantially dependent on licensing agreements
providing
 you with the right to sell Keytruda.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please contact Jessica Dickerson at 202-551-8013 or Suzanne Hayes at
202-551-
3675 with any other questions.
 April 10, 2025
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Life Sciences
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June 3 , 2014

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 completed our review of your filing. We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respe ct to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any perso n under the
federal securities laws of the United States. We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certai n that the filing  include s the
information the Securities Exchange Act of 1934 and all applicable rules require .

Sincerely,

        /s/ Andrew Mew

        Andrew Mew
        Accounting Branch Chief

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		SEC Commnent Letter May 2014

Merck & Co., Inc.

One Merck Drive

P.O. Box 100

Whitehouse Station, NJ 08889-0100

May 7, 2014

Via EDGAR

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:

 Merck & Co., Inc.

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed February 27, 2014

File No. 001-06571

Dear Mr. Rosenberg:

Merck & Co., Inc. (“we” or the “Company”) is submitting this letter in response to the written comments of the staff (the “Staff”) of the Securities Exchange Commission dated April 10, 2014 relating to Form 10-K for the fiscal year ended December 31, 2013. For ease of reference, we have repeated your comments prior to our responses.

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.

The Company acknowledges that the Staff may have further comments following its review of the Part III information for the Company’s Form 10-K.

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, contingent upon

Page 1 of 5

the occurrence of certain future events linked to the success of the asset in development, as well as expense reimbursements or payments 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.

Collaborative arrangements prior to product approval

Merck enters into research and development collaborations with third parties, typically other pharmaceutical or biotechnology companies, to develop drug candidates or intellectual property. These collaborations often require the Company to make upfront, milestone, royalty or profit share payments, contingent upon the occurrence of certain future events associated with the item in development. In addition, in certain research and development collaborations, the Company and its collaboration partner may share in various research and development costs.

The most common activities between the Company and its collaboration partners involve the Company making upfront and milestone payments to the partner for research and development activities prior to regulatory approval. Shown separately in the table below are costs included in Research and Development expenses for: (1) upfront and milestone payments to collaboration partners for development activities prior to regulatory approval, and (2) cost sharing payments to collaboration partners:

($ in millions)

 2013

 2012

 2011

License payments (upfront and milestone)

 $

 168

 $

 368

 $

 222

Cost sharing payments

 64

 36

 67

Total Collaboration Research and Development Expense

 $

 232

 $

 404

 $

 289

Consolidated Research and Development expenses

 $

 7,503

 $

 8,168

 $

 8,467

As a % of consolidated research and development expenses

 3.1

 %

 4.9

 %

 3.4

 %

As noted above, the upfront, milestone and cost sharing payments in the aggregate were less than 5% of the Company’s consolidated research and development expense for each year presented. Significant upfront and milestone payments of $125 million in 2013 associated with a collaboration with Pfizer, Inc., and $140 million and $120 million in 2012 associated with collaborations with AiCuris and Endocyte, Inc., respectively, were disclosed in Note 4 of the Company’s 2013 Form 10-K. The Company has not received upfront, milestone, royalty, or profit sharing payments under these research and development collaborations.

Accounting Policy

Payments between collaboration partners are classified in operating results based on the nature of the arrangement, nature of the payments and the applicable accounting guidance. As described in Note 2 of the Company’s 2013 Form 10-K, our accounting policy is to expense research and development as incurred. Upfront and milestone payments due to third parties in connection with research and development collaborations prior to regulatory approval are also expensed as incurred. Amounts due from collaboration partners relating to cost sharing arrangements are reflected as a reduction of research and development expenses, and were $2 million in 2013, and $1 million each in 2012 and 2011. The Company has not received upfront or milestone payments under its research and development collaborations; however, for any future collaborative arrangements that include on-going obligations to the collaborative partner as well as the receipt of upfront fees or other consideration, the Company would utilize the multiple element arrangement guidance in ASC 605 for purposes of separating and allocating the consideration received.

Collaborative arrangements resulting in approved / marketed products

The Company also has a collaborative arrangement with Johnson & Johnson pertaining to the currently marketed products of Remicade and Simponi, and had a collaborative arrangement with DuPont pertaining to the currently

Page 2 of 5

marketed products of Cozaar and Hyzaar, which started as research and development collaborations and resulted in commercialized products.

As disclosed in our 2013 Form 10-K, in 1998, Schering-Plough, prior to its merger with the Company, entered into a licensing agreement with Johnson & Johnson to market Remicade in certain countries and, in 2005, entered into an agreement to develop and commercialize Simponi in certain countries. Under this arrangement, the Company records sales of the two products and makes profit share payments to Johnson & Johnson. All profits derived from the Company’s exclusive distribution of the two products are equally divided between the Company and Johnson & Johnson. Also, as disclosed in our 2012 Form 10-K, pursuant to a 1994 agreement with DuPont, the Company had an exclusive licensing arrangement to market Cozaar and Hyzaar. Under this arrangement, the Company recorded sales and made royalty and profit share payments to DuPont. This agreement terminated on December 31, 2012 in accordance with its terms.

The third-party sales of the applicable products were, in the aggregate, $2.8 billion, $3.7 billion, and $4.6 billion in 2013, 2012, and 2011, respectively, as separately disclosed in the sales table in Note 18 of the Company’s 2013 Form 10-K. The collaboration related product costs were, in the aggregate, $1.4 billion in each of the years 2013 and 2012, and $1.8 billion in 2011.

Accounting Policy

Under these two collaborative arrangements, the Company markets and distributes product to third party customers and records the sale in accordance with the revenue recognition criteria under ASC Topic 605 - Revenue Recognition. The collaboration partners earn profit share amounts associated with these third-party sales. Amounts due to collaboration partners for royalties and profit sharing amounts on approved products are expensed as incurred, which is when the underlying third-party sale is recognized by the Company. The royalties and profit sharing amounts due to the collaboration partners are classified in Materials and Production costs in the Company’s consolidated Statement of Income. The Company does not receive royalties or profit sharing amounts under either of these arrangements.

Out-license arrangements where the Company is not collaborating and has no future on-going obligations or involvement

Lastly, while not part of a collaborative arrangement, in the ordinary course of business the Company may receive an upfront or milestone payments associated with out-license agreements for clinical programs which have not achieved regulatory approval and in which the Company will have no further ongoing involvement or obligations to the party acquiring the intellectual property. The upfront fee is recognized in Sales when all revenue recognition criteria under ASC 605 - Revenue Recognition are satisfied. As disclosed in Note 4 to our 2013 Form 10-K, the Company recognized $50 million in Sales related to such an agreement with AstraZeneca in 2013; this was the only transaction of this nature that the Company has entered into in the three years ended December 31, 2013.

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 transactions arising from collaborative arrangements between you and the other participants and to third-parties.

Please refer to our response to comment 2 above for the requested information.

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.

Page 3 of 5

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 settlements or curtailments 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 consistently 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.

For the years ended December 31, 2013, 2012 and 2011, the Company has recorded curtailment gains of $34 million, $17 million and $85 million, respectively, and settlement losses of $23 million, $18 million and $4 million, respectively, relating to its pension and other postretirement benefit plans. A substantial majority of these curtailments and settlements have been the result of restructuring actions. Examples of events other than restructuring actions that have resulted in settlements under our pension plans include: 1) pension plan de-risking activities, such as selling the obligation to an insurance company; 2) lump sum payment activity that exceeds service and interest cost; or 3) pension plan terminations. In addition, plan freezes can cause curtailments under the Company’s pension and other postretirement benefit plans.

In accordance with the guidance in ASC 715-30-35 and ASC 715-60-35, curtailment accounting is applied for plans when an event occurs that significantly reduces the expected years of future service of present employees or eliminates, for a significant number of employees, the accrual of defined benefits for some or all of their future service. When a curtailment is as a result of employee terminations, the Company applies curtailment accounting if the total future working lifetime of the plan is expected to be reduced by 5% or more. If the net effect of a curtailment is a loss, it is recognized as soon as it is probable and estimable. If the net effect of a curtailment is a gain, the gain is recognized when the employees are terminated and once the 5% threshold has been reached. If there is additional related curtailment activity in subsequent quarters, it is reflected as a curtailment true-up at the end of the respective quarter. When a curtailment is as a result of a change to the plan, such as a plan termination or plan amendment, the curtailment gain or loss is generally recognized at the date the amendment is adopted. The primary cause of curtailments for the Company over the past three years has been employee terminations resulting from restructuring actions.

 In accordance with the guidance in ASC 715-30-35 and ASC 715-60-35, settlement accounting is applied for plans when an irrevocable action occurs that relieves the Company of primary responsibility for a benefit obligation and eliminates significant risks related to the obligation and the assets used to effect the settlement. As noted above, the primary cause of settlements for the Company over the past three years has been restructuring actions primarily as a result of lump sum payments exceeding service and interest cost in a given fiscal year.

When settlements and curtailments are recognized together, the Company consistently applies curtailment accounting first and then settlement accounting.

The Company uses December 31 as the year-end measurement date for all of its pension and other postretirement benefits plans. Generally, the more significant settlements and curtailments that have occurred in 2011 through 2013 have been triggered in the fourth quarter; therefore, no interim remeasurements were required. If a significant event occurs requiring a remeasurement, the Company would perform the remeasurement when the event occurred. The determination of the timing of when to remeasure is based on facts and circumstances including the level of significance of the event.

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 ASC 715-20-50-4 in determining that you should aggregate your U.S. and international plans in your disclosures. Specifically, tell us how

Page 4 of 5

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.

The Company considered the guidance in ASC 715-20-50-4 when aggregating our U.S. and international plan disclosures which indicates that a U.S. reporting entity may combine disclosures about pension plans or other postretirement benefit plans outside the United States with those for U.S. plans unless the benefit obligations of the plans outside the United States are significant relative to the total benefit obligation and those plans use significantly different assumptions. Although the benefit obligations of our international pension plans are significant, historically the Company has not provided disaggregated disclosures because we concluded that the weighted-average assumptions used to measure and determine our major international plan obligations and costs were not significantly different than those used to determine our domestic plans. However, given the significance of the international plans, the Company provided certain disaggregated information in its disclosure relative to U.S. and international plans. The Company discloses the fair value of plan assets and the projected benefit obligation (PBO) of its U.S. pension plans and the percentage of total PBO that relates to international plans. The Company also provides the aggregate weighted average assumptions used to determine benefit plan information both for pension plans in total, as well as for U.S. pension and other postretirement plans only. As such, the Company did not believe that additional disclosures relating to its inte

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		LTR-JF-SEC-April222014

Jon Filderman
Managing Counsel - Corporate Legal Group

 Merck & Co., Inc.
One Merck Drive
P.O. Box 100, WS 3B-45
Whitehouse Station, NJ  08889-0100
Tel  908-423-3853
Fax 908-735-1216
jon_filderman@merck.com

April 22, 2014

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:    Merck & Co., Inc.

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed February 27, 2014

File No. 001-06571

Dear Mr. Rosenberg:

Reference is made to the SEC's letter dated April 10, 2014, to the Company.  This will confirm that I spoke with Mr. Donald Abbott, Senior Staff Accountant, today and       Mr. Abbott indicated that the Staff has no objection to the Company’s plan to provide a response to the SEC's comment letter by Thursday, May 8, 2014.

Very truly yours,

/s/ Jon Filderman

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

August 27 , 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 comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments  do not foreclose the Commission from taking
any action with respect to the company or 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 th e United States.  We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the filing includes the information the
Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
Accounting Branch Chief

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Correspondence

 Merck & Co., Inc.

 One Merck Drive

 P.O. Box 100

Whitehouse Station, NJ 08889-0100

 August 3, 2012

 Via EDGAR

 Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

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. Rosenberg:

 Merck &
Co., Inc. (the “Company”) is submitting this letter in response to the verbal comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received via telephone from the Staff on
July 30, 2012 by John Canan, Senior Vice President Finance – Global Controller, relating to Form 10-K for the fiscal year ended December 31, 2011. For ease of reference, we have repeated your comments prior to our responses.

 Notes to Consolidated Financial Statements

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

1.
Please provide us with proposed disclosure to be included in future periodic reports that clarifies the nature and obligations of your ongoing activities with
Fujifilm.

 In response to the Staff’s comment, set forth below is the Company’s proposed disclosure (marked
to show revisions) to be included in future periodic reports, beginning with the Company’s second quarter Form 10-Q filing:

 In March 2011, the Company sold the Merck BioManufacturing Network, a provider of contract manufacturing and development services for the biopharmaceutical industry and wholly owned by Merck, to Fujifilm
Corporation (“Fujifilm”). Under the terms of the agreement, Fujifilm purchased all of the equity interests in two Merck subsidiaries which together owned all of the assets of the Merck BioManufacturing Network comprising facilities located
in Research Triangle Park, North Carolina and Billingham, United Kingdom. As part of the agreement with Fujifilm, Merck has committed to purchase certain continued development and manufacturing services at fair
value from Fujifilm over a three-year period following the closing of the transaction. activities with these two companies. The transaction resulted in a gain of $127 million in the first six months of 2011 reflected in Other
(income) expense, net.

 Page 1 of 2

 17. Taxes on Income, page 137

2.
Please provide us with proposed disclosure to be included in future periodic reports that explains how the foreign rate differential is determined and identify the
significant components of this item similar to that provided in your response to our Comment 6. In addition, please provide us with proposed disclosure to be included in future periodic reports that explains why IPR&D impairment charges,
amortization of purchase accounting adjustments, arbitration settlement charge and restructuring are appropriately considered tax rate reconciling items similar to that provided in your response to our Comment 7.

In response to the Staff’s comment, set forth below is the Company’s proposed disclosure to be included in future Annual Form 10-K filings:

 The foreign earnings tax rate differentials in the tax rate reconciliation primarily reflect the impacts of operations in
jurisdictions with different tax rates than the United States, particularly Singapore, Ireland and Bermuda, where the earnings have been indefinitely reinvested, thereby yielding a favorable impact on the effective tax rate as compared with the 35%
U.S. statutory rate. The foreign earnings tax rate differential reflected in the reconciliation does not include the impact of IPR&D impairment charges, amortization of purchase accounting adjustments, restructuring costs and the arbitration
settlement charge. These items are presented separately as they each represent a significant, separately disclosed pretax cost or charge, and a substantial portion of each of these items relates to jurisdictions with lower tax rates than the United
States. Therefore, the impact of recording these expense items in lower tax rate jurisdictions is an unfavorable impact on the effective tax rate as compared to the 35% U.S. statutory rate.

***

 In connection with this
response letter, we acknowledge 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.

 If you have any questions or comments with respect to this letter, please contact the undersigned at
(908) 423-2485.

 Very truly yours,

 /s/ John Canan

 John Canan

 Senior Vice President Finance – Global Controller

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Correspondence

 Merck & Co., Inc.

 One Merck Drive

 P.O. Box 100

Whitehouse Station, NJ 08889-0100

 July 6, 2012

 Via EDGAR

 Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

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. Rosenberg:

 Merck & Co., Inc. (the “Company”) is submitting this letter in response to the written comments of the
staff (the “Staff”) of the Securities Exchange Commission dated June 15, 2012 addressed to Peter N. Kellogg, Executive Vice President and Chief Financial Officer relating to Form 10-K for the fiscal year ended December 31, 2011.
For ease of reference, we have repeated your comments prior to our responses.

 Item 1A. Risk Factors

The Company has experienced difficulties and delays in manufacturing 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.

 The Company discloses both within
Risk Factors and MD&A that it has experienced, and for some products continues to experience, difficulties and delays in manufacturing those products including certain vaccines, woman’s health and animal health products. The Company has
included disclosure of these manufacturing difficulties within Risk Factors because they have the potential to hinder sales performance of the affected products. Disclosure of the manufacturing issues has also been made within MD&A to provide
additional context to the sales performance of the individual products in the event that supply of a given product was limited, delayed or unavailable in certain regions during a particular period. The Company has also disclosed an estimated time
frame for when supply was anticipated to be available again if known by the Company. In certain instances, there were factors which mitigated the impacts of manufacturing difficulties to the Company. For example, as disclosed, the unavailability of
ProQuad has resulted in increased sales of the Company’s component vaccines Varivax and M-M-R II, which substantially lessened the impact of the unavailability of ProQuad.

 Page 1 of 5

 The estimated 2011 impact of the manufacturing difficulties discussed in the risk factor on women’s
health, animal health and vaccine products in the aggregate was less than 1% of total revenue and therefore did not materially impact financial condition, results of operations or cash flows. Further, the Company does not currently anticipate that
these manufacturing difficulties will materially impact our results in future periods. Accordingly, the Company believes that its disclosures related to manufacturing difficulties were appropriate in the circumstances.

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 disclosure 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 compared to domestic operations.

 As disclosed in our Annual Report on Form 10-K, the
Company’s operations are principally managed on a products basis. Therefore, the Company does not believe that disclosure of the reasons for the changes in the amount of our earnings reported from foreign operations as compared to domestic
operations would add meaningfully to the discussion of the Company’s results of operations.

 The Company supplementally advises the Staff
that the reasons for the changes in the amount of earnings from foreign operations as compared to domestic operations in recent years stem largely from the impacts to foreign earnings from the Company’s 2009 merger with Schering-Plough. These
impacts include the gain recognized in 2009 on the Merck/Schering-Plough Partnership, the charge recorded in 2011 related to the resolution of the arbitration proceeding with Johnson & Johnson, the amortization of inventory step-up and
intangible assets, as well as intangible asset impairment charges. The Company believes these items and their effects on consolidated earnings are disclosed appropriately throughout MD&A.

 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.

 In response to the Staff’s comment, set forth below is the Company’s proposed disclosure (marked to
show revisions) to be included in future periodic reports beginning with the first such report after we receive the Staff’s concurrence with our proposed disclosure:

At June 30, 2012, the total of worldwide cash and investments was $xx.x billion, including $xx.x billion of cash,
cash equivalents and short-term investments and $x.x billion of long-term investments. A substantial majority of Generally, xx%-xx% of this cash and investments is held by foreign subsidiaries and would be subject to
significant tax payments if such cash and investments were repatriated. The Company records U.S. deferred tax liabilities for certain unremitted earnings, but when amounts earned overseas are expected to be indefinitely reinvested outside of
the United States, no accrual for U.S. taxes is provided. The amount of cash and investments held by U.S. and foreign subsidiaries fluctuates due to a variety of factors including the timing and receipt of payments in the normal course of business.
However, cCash provided by operating activities in the United States continues to be the Company’s primary source of funds to finance domestic operating needs, capital expenditures, treasury stock purchases and
dividends paid to shareholders.

 Page 2 of 5

 The Company supplementally advises the Staff that our investments are generally highly liquid, therefore the
Company believes providing a differentiation between cash and cash equivalents and investments would not be meaningful to an investor.

Notes to Consolidated 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
subsequently collect amounts and accrete the discount that explains each amount recorded.

 The Company’s sales to
customers in Spain, Portugal and Italy are contractually due within 30 to 90 days of delivery of our products. In accordance with ASC Topic 835-30, receivables recorded for the sale of goods arising from transactions with customers or suppliers in
the normal course of business which are due in customary trade terms not exceeding approximately one year are presumed to have a present value at issuance measured by the cash proceeds exchanged. Transactions for which payment is expected to be
received in excess of one year should be discounted at a rate specific to each country/territory. As a result of the European sovereign debt crisis, collections from certain customers have slowed and are routinely being collected in periods that
exceed one year. As a result, we recorded time value of money reserves of $77 million (0.16% of Merck’s sales and 1.0% of income before taxes) for certain customers in Spain, Portugal and Italy in 2011. All institutional customers in Portugal
are accounted for similarly due to the country’s credit status and symmetry among regions. In both Spain and Italy, cash collections differ by region; accordingly, the institutional customers in each region were evaluated individually. For
customers whose payment was expected beyond one year, a time value of money discount allowance was utilized using assumptions specific to that customer. For customers whose payment was expected within one year, no time value of money discount was
utilized.

 The following are the journal entries to record the initial sale, accretion over the period in which payment/settlement of
receivables is expected and collection of the receivable.

DR:
Accounts Receivable

CR:
TVM Discount (Contra Receivable)

CR:
Revenue

 (To record the initial sale)

DR:
TVM Discount (Contra Receivable)

CR:
Interest income

 (To record the accretion over
the period in which payment/settlement of the receivable is expected)

DR:
Cash

CR:
Accounts Receivable

 (To record collection of
the receivable)

 Page 3 of 5

 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 accounting 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.

 In March 2011, the Company sold the Merck BioManufacturing Network to Fujifilm. In connection with this transaction, Merck has committed to purchase certain research and development services at fair value
from Fujifilm over a three-year period. This arrangement was not considered a revenue arrangement and, as such, ASC 605 was not considered. The Company will modify its disclosure of this transaction in future periodic reports to clarify the nature
of the ongoing activities between the two companies.

 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.

The foreign income tax provision (current and deferred) disclosed in Footnote 17 represents the U.S. GAAP tax provision relating to the Company’s
foreign income before taxes also disclosed therein. Our foreign income before taxes and foreign income tax provision include the foreign entity-related impact of the various items noted in our response to the Staff’s comment # 7 below, namely
IPR&D impairment charges, amortization of purchase accounting adjustments, restructuring costs and the arbitration settlement charge.

 The
foreign earnings tax rate differential for 2011 of 30.3% as disclosed in the tax rate reconciliation primarily reflects the impacts of operations in jurisdictions with different tax rates than the United States, particularly Singapore, Ireland and
Bermuda, where the earnings have been indefinitely reinvested, thereby yielding a favorable impact on the effective tax rate as compared with the 35% U.S. statutory rate. The foreign earnings rate differential reflected in the reconciliation does
not include the impact of IPR&D impairment charges, amortization of purchase accounting adjustments, restructuring costs and the arbitration settlement charge. As noted in our response to comment # 7, we have provided the tax rate impact of
those items separately in the tax rate reconciliation.

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

 Each of these items represents a significant, separately disclosed pretax cost or
charge and a substantial portion of each of these items relates to jurisdictions with lower tax rates than the United States. Therefore, the impact of recording these expense items in lower tax rate jurisdictions is an unfavorable impact on the
effective tax rate as compared to the 35% U.S. statutory rate.

 ***

 Page 4 of 5

 In connection with this response letter, we acknowledge 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.

 If you have any questions or comments with respect to this letter, please contact the undersigned at
(908) 423-2485.

 Very truly yours,

/s/ John Canan

 John Canan

 Senior Vice President and Controller

 Page 5 of 5

CORRESP
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Correspondence

 Jon Filderman

Managing Counsel - Corporate Legal Group

 Merck & Co., Inc.

 One Merck Drive

 P.O. Box 100, WS 3B-45

Whitehouse Station, NJ 08889-0100

 Tel 908-423-3853

 Fax 908-735-1216

jon_filderman@merck.com

 June 28, 2012

 Mr. Jim B. Rosenberg

 Senior Assistant Chief Accountant

Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

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. Rosenberg:

 Reference is made to the SEC’s letter dated June 15, 2012 to the Company. This will confirm that I spoke to Ms. Sasha Parikh, Staff Accountant, today to advise her that the Company intends
to respond to the SEC’s comment letter by Friday, July 13, 2012.

 Very truly yours,

/s/ Jon Filderman

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

October 3, 2011
 Via E-mail

Mr. Peter N. Kellogg Executive Vice President and  Chief Financial Officer Merck & Co., Inc. One Merck Drive Whitehouse Station, NJ  08889-0100
Re: Merck & Co., Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed February 28, 2011 File No. 1-06571

Dear Mr. Kellogg:
 We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in response to our co mments do not foreclose the Commission from
taking any action with respect to the company or  the filings and the company may not assert
staff comments as a defense in any proceed ing initiated by the Commission or any person
under the federal securities laws of the Un ited States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filings to be certain that
the filings include the information the Securi ties Exchange Act of 1934 and all applicable
rules require.
Sincerely,
   /s/ Melissa N. Rocha
Melissa N. Rocha Accounting Branch Chief

CORRESP
1
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Response Letter

Merck & Co., Inc.
 One Merck Drive

P.O. Box 100

Whitehouse Station, NJ 08889-0100

 September 23, 2011

 Via EDGAR

 Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

RE:  Merck & Co., Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2010, Filed February 28, 2011

 File No. 001-06571

 Dear Mr. Rosenberg:

We are submitting this letter in response to your comment letter dated September 9, 2011 addressed to Peter N. Kellogg, Executive Vice President and
Chief Financial Officer relating to Form 10-K for the fiscal year ended December 31, 2010. For ease of reference, we have repeated your comments prior to our responses.

 Research and Development, page 15

 1. We acknowledge your response to our prior
comment 2. Please confirm to us that you will revise your disclosure in future filings to disclose the information provided in your response.

 We confirm that in future filings our disclosures will include the information provided supplementally to the Staff in our response to prior comment 2.

Note 12. Contingencies and Environmental Liabilities, page 124

 2. Refer to your response to prior comment 5, your disclosure, in your Form 10-K for the year ended December 31, 2010, of the Centocor Distribution Agreement contingency which you ultimately
settled on April 15, 2011 did not appear to comply with ASC 450-20-50-4 as you did not disclose an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made. We believe your disclosures about other
matters unresolved can be improved. We have read your response to comment 4 that discusses your inability to estimate the possible loss or range of loss with respect to Vioxx related matters and Vytorin/Zetia (Enhance) litigation. Your response does
not address disclosure as required by ASC 450-20-50-4 with respect to all other litigation. Please provide us proposed disclosure to be included in future periodic reports of the amount or range of reasonably possible loss for all unresolved matters
including Fosamax and NuvaRing, either individually or in the aggregate, or state that such an estimate cannot be made. For those matters including Vioxx related matters and Vytorin/Zetia (Enhance) litigation that you conclude that you cannot
estimate the amount or range of reasonably possible loss, please address the following:

•

 Whether or not there are any matters for which the additional loss is either remote or immaterial;

•

 For those matters for which additional loss is not remote or immaterial:

¡

 What specific factors are preventing you from estimating a range and when you expect the factors preventing you from estimating any range to be
alleviated;

¡

 The status of any negotiations and whether or not loss amounts have been exchanged;

¡

 The nature of any internal discussions on these matters and whether or not they include loss estimates; and

Page 1 of 3

¡

 Whether or not you have obtained studies to estimate the amount of losses associated with any matters that involve a large number of claimants and
what these studies suggest.

 In response to the Staff’s comments, set forth below is proposed disclosure to be
included in future periodic filings under the caption Other Litigation (which is marked to show the revisions):

 Other
Litigation

 There are various other pending legal proceedings involving the Company, principally product
liability and intellectual property lawsuits suits, involving the Company that are pending. While it is not feasible to predict the outcome of such proceedings or the proceedings discussed in this Note for which a
separate assessment is not provided, in the opinion of the Company, the amount or range of either the likelihood of loss is remote or any reasonably possible loss associated with the resolution of such
proceedings, is not expected to be material either individually or in the aggregate, is not material.

Note that the Company believes the above disclosure is responsive to the Staff’s request that the Company address whether or not there are any
matters for which the loss is either remote or immaterial.

 Also in response to the Staff’s comment, the Company proposes to include the
following disclosure (which is marked to show the revisions) in future periodic filings as the introductory paragraphs to the Contingencies and Environmental Liabilities footnote:

Contingencies and Environmental Liabilities

 The Company is involved in various claims and legal proceedings of a nature considered normal to its business, including product liability, intellectual property, and commercial litigation, as well as
additional matters such as antitrust actions. Except for the Vioxx and ENHANCE Litigation for which separate assessments are provided in this Note, in the opinion of the Company, it is unlikely that the resolution of these matters will be
material to the Company’s financial position, results of operations or cash flows.

 Given the preliminary nature
of the litigation discussed below, including the Vioxx and ENHANCE Litigation, and the complexities involved in these matters, the Company is unable to reasonably estimate a possible loss or range of possible loss for such matters until the
Company knows, among other factors, (i) what claims, if any will survive dispositive motion practice, (ii) the extent of the claims, including the size of any potential class, particularly when damages are not specified or are
indeterminate, (iii) how the discovery process will affect the litigation, (iv) the settlement posture of the other parties to the litigation and (v) any other factors that may have a material effect on the litigation.

Supplementally, the Company advises the Staff that as part of its quarterly litigation review process, pending litigation is analyzed and an attempt is
generally made to develop a range of possible outcomes with respect to these contingencies. In connection with this process, in-house counsel submit quarterly reports updating the status of litigation matters for which they are responsible to the
Company’s Office of the General Counsel. These reports then are reviewed with other attorneys at the Company and external counsel. As necessary, matters are reviewed by the appropriate attorneys in the Company’s Office of the General
Counsel and with the Company’s accounting area to determine sufficiency of disclosure. As noted above, often the complexity and length of time involving litigation, however, precludes a reasonable determination of an amount or range of
liability until much later in the process. When aspects of a litigation become more developed, it may be possible for the Company to make these determinations. The process described above takes into consideration all information available to the
Company. The Company believes that even if certain of the items noted by the Staff existed with respect to certain litigation, they would not necessarily aid in the determination of an amount or range of reasonably possible loss.

***

 In connection with this
response letter, we acknowledge 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.

 Page 2 of 3

 If you have any questions or comments with respect to this letter, please contact the undersigned at
(908) 423-2485.

 Very truly yours,

 /s/ John Canan

 John Canan

 Senior Vice President and Controller

 Page 3 of 3

September 9, 2011
 Via E-mail

Mr. Peter N. Kellogg Executive Vice President and  Chief Financial Officer Merck & Co., Inc. One Merck Drive Whitehouse Station, NJ  08889-0100
Re: Merck & Co., Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed February 28, 2011 File No. 1-06571

Dear Mr. Kellogg:
 We have reviewed your August 5, 2011 res ponse to our July 8, 2011 letter and have
the following comments.
 Please respond to this letter within te n 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 a nd circumstances, please tell us why in your
response.  Please furnish us a letter on EDGA R under the form type label CORRESP that
keys your responses to our comments.

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

Research and Development, 15

 1. We acknowledge your response to our prior co mment 2.  Please confirm to us that you
will revise your disclosure in future filings to disclose the information provided in your response.
 Note 12. Contingencies and Environmental Liabilities, page 124

 2. Refer to your response to prior comment 5, your  disclosure, in your Form 10-K for the
year ended December 31, 2010, of the Centoc or Distribution Agreement contingency
which you ultimately settled on April 15, 2011 did not appear to comply with ASC 450-20-50-4 as you did not disclose an estimate of the possible loss or  range of loss or a
statement that such an estimate cannot be ma de. We believe your disclosures about other
matters unresolved can be improved. We have  read your response to comment 4 that
discusses your inability to estimate the possi ble loss or range of loss with respect to
Vioxx related matters and Vytorin/Zetia (Enhanc e) litigation.  Your response does not

Mr. Peter N. Kellogg
Merck & Co., Inc. September 9, 2011 Page 2
 address disclosure as required by ASC 450-20-50- 4 with respect to all other litigation.
Please provide us proposed disclosure to be in cluded in future periodic reports of the
amount or range of reasonably possible loss for all unresolved matters including Fosamax
and NuvaRing, either individually or in the a ggregate, or state that such an estimate
cannot be made.  For those matters includi ng Vioxx related matters and Vytorin/Zetia
(Enhance) litigation that you conclude that you cannot estimate the amount or range of
reasonably possible loss, pl ease address the following:
 Whether or not there are any matters for whic h the additional loss is  either remote or
immaterial;
 For those matters for which additiona l loss is not remote or immaterial:
o what specific factors are preventing you from estimating a range and when you
expect the factors preventing you from es timating any range to be alleviated;
o The status of any negotia tions and whether or not loss amounts have been
exchanged;
o The nature of any internal discussions on these matters and whether or not they
include loss estimates; and
o Whether or not you have obtained studi es to estimate the amount of losses
associated with any matters that involve a large number of claimants and what these studies suggest.

You may contact Christine Allen, Staff A ccountant, at (202) 551-3652 or Melissa N.
Rocha, Accounting Branch Chief, at (202) 551-3854 if you have quest ions regarding the
comments.   In this regard, do not he sitate to contact me at (202) 551-3679.

Sincerely,
   /s/ Jim B. Rosenberg
 Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
1
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Response Letter

 FOIA CONFIDENTIAL TREATMENT REQUEST

BY MERCK & CO., INC. PURSUANT TO 17 C.F.R. § 200.83

 Merck & Co., Inc.

One Merck Drive

 P.O. Box 100

Whitehouse Station, NJ 08889-0100

 CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 August 5, 2011

 Via EDGAR

 Mr. Jim B. Rosenberg

 Senior Assistant Chief Accountant

Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

RE:

Merck & Co., Inc.

Form 10-K for the Fiscal Year Ended December 31, 2010, Filed February 28, 2011

Form 10-Q for the Quarterly Period Ended March 31, 2011, Filed May 9, 2011

File No. 001-06571

 Dear Mr. Rosenberg:

 We are submitting this letter in response to your comment letter dated July 8, 2011 addressed to Peter N. Kellogg, Executive Vice President and Chief Financial Officer relating to Form 10-K for the
fiscal year ended December 31, 2010 and Form 10-Q for the quarterly period ended March 31, 2011. For ease of reference, we have repeated your comments prior to our responses.

 Form 10-K for the Fiscal Year Ended December 31, 2010

 Business

Research and Development, page 15

1.
Regarding the chart of your current research pipeline at page 21, for each late stage research and development drug listed please provide us proposed disclosure to
be included in future periodic reports showing the following:

•

 The month and year the drug candidate entered phase III clinical development; and

•

 Any significant patents associated with the drug candidates and the related expiration dates.

In response to the first part of the Staff’s comment, set forth below is the Company’s proposed disclosure to be included in future periodic
filings, beginning with our second quarter Form 10-Q, that reflects the month and year drug candidates entered Phase III clinical development:

The chart below reflects the Company’s research pipeline as of July 29, 2011. Candidates shown in Phase III include specific products and the
date such candidate entered into Phase III development.

 CONFIDENTIAL
TREATMENT REQUESTED BY MERCK & CO., INC. (MRK-2011A-1)

 Page 1 of 8

 FOIA CONFIDENTIAL TREATMENT REQUEST

BY MERCK & CO., INC. PURSUANT TO 17 C.F.R. § 200.83

Candidates shown in Phase II include the most advanced compound with a specific mechanism or, if listed compounds have the same mechanism, they are each currently intended for commercialization
in a given therapeutic area. Small molecules and biologics are given MK-number designations and for legacy Schering-Plough compounds SCH-number designations, and vaccine candidates are given V-number designations. Candidates in Phase I, additional
indications in the same therapeutic area and additional claims, line extensions or formulations for in-line products are not shown.

 Phase II

 Phase III (Phase III entry date)

 Under Review

 Allergy

 MK-8237 (SCH 900237), Immunotherapy(1)

 Cancer

MK-0646 (dalotuzumab)

 MK-7965 (SCH 727965) (dinaciclib)

 Clostridium difficile Infection

MK-3415A

 Contraception,
Medicated IUS

 MK-8342 (SCH 900342)

 COPD

 MK-7123 (SCH 527123) (navarixin)

Diabetes Mellitus

MK-3102

 Hepatitis
C

 MK-5172

Insomnia

MK-3697

MK-6096

Osteoporosis

MK-5442

 Overactive
Bladder

 MK-4618

Pneumoconjugate Vaccine

V114

Progeria

 MK-6336 (SCH
066336) (lonafarnib)

 Psoriasis

 MK-3222 (SCH 900222)

 Allergy

 MK-7243 (SCH 697243), Grass pollen(1) (March 2008)

 MK-3641 (SCH 039641), Ragweed(1) (September 2009)

Atherosclerosis

MK-0524A (extended-release niacin/

 laropiprant) (U.S.) (December 2005)

 MK-0524B (extended-release
niacin/

 laropiprant/simvastatin) (July 2007)

 MK-0859 (anacetrapib) (May 2008)

 Atrial Fibrillation

MK-6621 (vernakalant i.v.) (U.S.) (August 2003) (2)

Cervical Cancer

 V503
(HPV vaccine (9 valent)) (September 2008)

 COPD

 MK-0877A (SCH 418131) (Zenhale) (EU) (August 2006)

 Diabetes

MK-0431C (sitagliptin/pioglitazone) (September 2008)

 Fertility

 MK-8962 (SCH 900962) (corifollitropin alfa

injection) (U.S.) (July 2006)

Hepatitis C

 MK-7009
(vaniprevir)(3) (June 2011)

 Herpes Zoster

V212 (inactivated VZV vaccine) (December 2010)

 Insomnia

 MK-4305 (suvorexant) (December 2009)

Neuromuscular Blockade Reversal

 MK-8616 (SCH 900616) (Bridion) (U.S.) (November 2005)

 Osteoporosis

MK-0822 (odanacatib) (September 2007)

 Parkinson’s Disease

 MK-3814 (SCH 420814) (preladenant) (July
2010)

 Pediatric Hexavalent Combination Vaccine

 V419 (April 2011)

 Sarcoma

MK-8669 (ridaforolimus) (October 2007)

 Thrombosis

 MK-5348 (SCH 530348) (vorapaxar) (September
2007)

 Atherosclerosis

 MK-0653C (ezetimibe/atorvastatin) (U.S.)

 Contraception

MK-8175A (SCH 900121) (Zoely) (NOMAC/E2) (EU) (U.S.)

 Diabetes

 MK-0431D (sitagliptin/simvastatin) (U.S.)

MK-0431A XR (sitagliptin/

 extended-release metformin) (U.S.) (4)

 Glaucoma

MK-2452 (tafluprost) (U.S.)

 Footnotes:

(1)  North American rights
only.

 (2) Vernakalant i.v. for atrial fibrillation started Phase III clinical
trials in August 2003 sponsored by Cardiome in collaboration with Astellas.

 (3)  For development in Japan only.

 (4)  In July 2011, Merck received a Complete Response letter from the FDA.

 CONFIDENTIAL
TREATMENT REQUESTED BY MERCK & CO., INC. (MRK-2011A-2)

 Page 2 of 8

 FOIA CONFIDENTIAL TREATMENT REQUEST

BY MERCK & CO., INC. PURSUANT TO 17 C.F.R. § 200.83

 In response to the second part of the Staff’s comment, set forth below is the proposed disclosure
to be included in future 10-K filings within Item 1 “Business – Patents, Trademarks and Licenses”:

 The Company has the
following key U.S. patent protection for drug candidates in Phase III development:

 Phase III Drug Candidate

 Currently Anticipated Year of Expiration (in U.S.) (1)(2)(3)(4)

MK-7243 (SCH 697243)

N/A(5)

MK-3641 (SCH 039641)

N/A(5)

MK-0524A

2023

MK-0524B

2023

MK-0859

2027

V503

2024 (compound) / 2026 (method of making/use)

MK-0877A (SCH 418131)

2020 (combination)

MK-0431C

2022 (compound) / 2026 (salt)

MK-8962 (SCH 900962)

2018

MK-7009

2027

V212

2016 (method of use)

MK-4305

2029

MK-8616 (SCH 900616)

2021

MK-0822

2024

MK-3814 (SCH 420814)

2021

V419

2020 (method of making/vectors)

MK-8669

2023

MK-5348 (SCH 530348)

2024

(1)
 Compound patent unless otherwise noted.

(2)
 Subject to any future patent term restoration of up to five years and six month pediatric market exclusivity, either or both of which may be available.

(3)
 Depending on the circumstances surrounding any final regulatory approval of the compound, there
may be other listed patents or patent applications pending that could have relevance to the product as finally approved; the relevance of any such application would depend upon the claims that ultimately may be granted and the nature of the final
regulatory approval of the product.

(4)
 Regulatory exclusivity tied to the protection of clinical data is complementary to patent protection, and in many cases may provide more efficacious or longer lasting marketing exclusivity than a
compound’s patent estate. In the United States, the data protection generally runs 5 years from first marketing approval of a new chemical entity extended to 7 years for an orphan drug indication and 12 years from first marketing approval of a
biological product.

(5)
 Twelve years of data exclusivity from first marketing approval is expected.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Research and Development, page 61

2.
In order to help us evaluate your disclosure about the resources that you expend in your research and development activities, please provide us the composition of
research and development expenses incurred during 2010 and 2009 other than those that you separately explain (i.e. IPR&D impairment, restructuring activities and the ARIAD agreement). In this regard, please provide us a break-out, if
practicable, by development phase (i.e. preclinical versus clinical), by therapeutic class or by some other function/nature for which you report these costs internally.

 In 2010, research and development (“R&D”) expenses were comprised of the costs associated within Merck Research Labs (“MRL”), our human health research and development division,
certain costs from operating segments, including Pharmaceutical, Animal Health and Consumer Care, as well as from other

 CONFIDENTIAL
TREATMENT REQUESTED BY MERCK & CO., INC. (MRK-2011A-3)

 Page 3 of 8

 FOIA CONFIDENTIAL TREATMENT REQUEST

BY MERCK & CO., INC. PURSUANT TO 17 C.F.R. § 200.83

divisions responsible for production, general and administrative and depreciation. R&D expenses in 2010 also include in-process research and development impairment charges and research and
development related restructuring charges. In 2010, expenses from MRL were approximately 54% of total research and development expense. In-process research and development impairment charges, research and development costs incurred by other
divisions and research and development related restructuring charges were approximately 22%, 20% and 4%, respectively, of total research and development expense. Included in the 20% of research and development costs incurred by other divisions are
items such as animal health research and development, certain clinical manufacturing performed by our manufacturing division and direct research and development facility costs including repairs and maintenance and depreciation. In 2009, expenses
from MRL were approximately 55% of total research and development expense. Research and development costs incurred by other divisions and research and development related restructuring charges were approximately 41% and 4%, respectively, of total
research and development expense. Included in the 41% of research and development costs incurred by other divisions are items such as two months of Schering Plough research and development, certain clinical manufacturing performed by our
manufacturing division and direct research and development facility costs including repairs and maintenance and depreciation. Due to the timing and variability of certain research and development costs such as restructuring and in-process research
and development impairments, MRL and the divisional research and development contribution to total research and development could vary significantly.

 Similar to the Company’s overall management reporting structure, as discussed in Note 20 to the Company’s Form 10-K Segment Reporting, the research division manages its business with
cross functional areas of expertise rather than by therapeutic class or phase of development. Examples of areas of expertise are global chemistry, pharmaceutical sciences, and epidemiology. Because these functional areas are multidisciplinary, the
costs incurred by each area do not provide meaningful information to better understand the nature of research and development costs incurred by the research and development division.

 Also, since the merger with Schering Plough in 2009, the organizational structure within MRL continues to evolve. Costs included in a particular functional area within MRL could differ from
period-to-period making disclosures not comparable or meaningful.

 Analysis of Liquidity and Capital Resources, page 75

3.
You state on page 151 “at December 31, 2010, foreign earnings of $40.4 billion have been retained indefinitely by subsidiary companies for
reinvestment.” You further state that “a large portion of the cash and investments are held in foreign jurisdictions.” Please provide proposed disclosure to be included in future periodic reports of the amount of cash and investments
that are currently held by your foreign subsidiaries that are considered reinvested indefinitely and its expected effect on your liquidity and capital resources.

 In response to the Staff’s comment, the Company proposes to include the following disclosure in future periodic filings beginning with our second quarter Form 10-Q:

At June 30, 2011, the total of worldwide cash and investments was $16.2 billion, including $14.0 billion of cash, cash equivalents and short-term
investments and $2.2 billion of long-term investments. A substantial majority of these cash and investments, held by foreign subsidiaries, would be subject to significant tax payments if such cash and investments were repatriated. However,
cash provided by operating activities in the United States continues to be the Company’s primary source of funds to finance domestic operating needs, capital expenditures, treasury stock purchases and dividends paid to shareholders.

 CONFIDENTIAL
TREATMENT REQUESTED BY MERCK & CO., INC. (MRK-2011A-4)

 Page 4 of 8

 FOIA CONFIDENTIAL TREATMENT REQUEST

BY MERCK & CO., INC. PURSUANT TO 17 C.F.R. § 200.83

 Notes to the Consolidated Financial Statements

Note 12. Contingencies and Environmental Liabilities, page 124

4.
Throughout your footnote you disclose for various litigation that unfavorable outcomes “could have a material adverse effect” on the Company’s
financial position, liquidity and results of operations. For loss contingencies where you have made this assertion, please address the following:

•

 Please provide us with proposed disclosure to be included in future periodic reports of the amount or range of reasonably possible loss, as that
term is defined by ASC 450-20.

•

 For those matters that you conclude that you cannot estimate an amount or range of reasonably possible loss, please provide us proposed disclosure
to be included in future periodic reports in accordance with ASC 450-20 that makes this assertion. For those matters, also provide us an explanation of the procedures you undertake on a quarterly basis to attempt to develop an amount or range of
reasonably possible loss.

 In response to the Staff’s comment, the Company respectfully notes that in Note 12 the
Company discloses that it cannot estimate the possible loss or range of loss with respect to Vioxx-related matters as follows:

 The
Company believes that it has meritorious defenses to the Vioxx Product Liability Lawsuits, Vioxx Shareholder Lawsuits and Vioxx Foreign Lawsuits (collectively, the “Vioxx Lawsuits”) and will vigorously defend
against them. In view of the inherent difficulty of predicting the outcome of litigation, particularly where there are many claimants and the claimants seek indeterminate damages, the Company is unable to predict the outcome of these matters, and at
this time cannot reasonably estimate the possible loss or range of loss with respect to the Vioxx Lawsuits not included in the Settlement Program. Other than the Vioxx Liability Reserve established with respect to the DOJ investigation
noted above, the Company has not established any reserves for any potential liability relating to the Vioxx Lawsuits or the Vioxx Investigations. Unfavorable outcomes in the Vioxx Litigation could have a material adverse effect
on the Company’s financial position, liquidity and results of operations.

 With respect to the Vytorin/Zetia (ENHANCE) litigation,
the Company proposes to include the following disclosure in future periodic filings beginning with our second quarter Form 10-Q:

 The Company
believes that it has meritorious defenses to the ENHANCE Litigation and intends to vigorously defend against these lawsuits. The Company is unable to predict the outcome of these matters and at this time cannot reasonably estimate the possible loss
or range of loss with respect to the ENHANCE Litigation. Unfavorable outcomes resulting from the ENHANCE Litigation could have a material adverse effect on the Company’s financial position, liquidity and results of operations.

Lastly, the Company has evaluated its

CORRESP
1
filename1.htm

Correspondence

 Jon Filderman

Counsel

 Corporate Staff

Merck & Co., Inc.
 One Merck Drive

P.O. Box 100, WS 3B-45

Whitehouse Station NJ 08889-0100

 Tel 908 423
3853

 Fax 908 735 1216

jon_filderman@merck.com

 July 21, 2011

 Mr. Jim B. Rosenberg

 Senior Assistant Chief Accountant

US Securities and Exchange Commission

Washington, D.C. 20549

Re:

 Merck & Co., Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2010

 Filed February 28,
2011

 Form 10-Q for the Quarterly Period Ended March 31, 2011

 Filed May 9, 2011

 File No. 001-06571

 Dear Mr. Rosenberg:

 Reference is made to the SEC’s letter dated July 8, 2011 to the Company. This will confirm that I spoke to Ms. Christine Allen, Staff Accountant, yesterday to advise her that the Company
intends to respond to the SEC’s comment letter by August 5, 2011.

 Very truly yours,

/s/ Jon Filderman

July 8, 2011
 Via E-Mail

Mr. Peter N. Kellogg Executive Vice President and  Chief Financial Officer Merck & Co., Inc. One Merck Drive Whitehouse Station, NJ  08889-0100
Re: Merck & Co., Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed February 28, 2011 Form 10-Q for the Quarterly Period Ended March 31, 2011 Filed May 9, 2011 File No. 001-06571

Dear Mr. Kellogg:
 We have limited our review of your filings to  those issues we have addressed in our
comments.  In our comments, we ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within te n 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 a nd circumstances, please tell us why in your
response.  Please furnish us a letter on EDGA R under the form type label CORRESP that
keys your responses to our comments.

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

Form 10-K for the Fiscal Year Ended December 31, 2010

 Business

 Research and Development, 15

 1. Regarding the chart of your current research  pipeline at page 21, for each late stage
research and development drug listed please provide us proposed disclosure to be
included in future periodic re ports showing  the following:

 The month and year the drug candidate ente red phase III clinical development; and
 Any significant patents associated with th e drug candidates and the related expiration
dates.

Mr. Peter N. Kellogg
Merck & Co., Inc. July 8, 2011 Page 2
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Research and Development, page 61

 2. In order to help us evaluate your disclosu re about the resources that you expend in your
research and development activities, please provide us the composition of research and
development expenses incurred during 2010 and 2009 other than those that you
separately explain (i.e. IPR&D impairment , restructuring activities and the ARIAD
agreement).  In this regard, please provide us  a break-out, if practicable, by development
phase (i.e. preclinical versus clinical),  by therapeutic class or by some other
function/nature for which you report these costs internally.
Analysis of Liquidity and Capital Resources, page 75

 3. You state on page 151 “at December 31, 2010, foreign earnings of $40.4 billion have
been retained indefinitely by subsidiary comp anies for reinvestment.”  You further state
that “a large portion of the cash and investments are held in foreign ju risdictions.”  Please
provide proposed disclosure to  be included in future peri odic reports of the amount of
cash and investments that are currently held  by your foreign subs idiaries that are
considered reinvested indefinitely and its expected effect on your liquidity and capital
resources.

Notes to the Consolidated Financial Statements

 Note 12. Contingencies and Environmental Liabilities, page 124

 4. Throughout your footnote you disclose for vari ous litigation that unfavorable outcomes
“could have a material adverse effect” on th e Company’s financial position, liquidity and
results of operations.  For lo ss contingencies where you have made this assertion, please
address the following:
 Please provide us with proposed disclosure  to be included in future periodic
reports of the amount or range of reasonabl y possible loss, as that term is defined
by ASC 450-20.
 For those matters that you conclude that  you cannot estimate an amount or range
of reasonably possible loss, please provide us proposed disclosure to be included
in future periodic reports in accord ance with ASC 450-20 that makes this
assertion.  For those matters, also provide us an explanation of the procedures you
undertake on a quarterly basi s to attempt to develop an amount or range of
reasonably possible loss.

5. You disclose in your first quarter 2011 Form 10-Q that you paid Johnson & Johnson a
one-time payment of $500 million in relation to your Centocor Distribution Agreement
arbitration.  You disclose in your Decem ber 31, 2010 Form 10-K that an unfavorable
outcome would have a material adverse eff ect, which would infer that you had data in
order to base this assertion.  Tell us why you did not disclose an estimate of the amount
of loss or range of loss at December 31, 2010. In  addition, tell us why you did not accrue

Mr. Peter N. Kellogg
Merck & Co., Inc. July 8, 2011 Page 3
 an amount at December 31, 2010.  Include, in yo ur response, a chronology of the facts
and circumstances leading from the time you filed your Form 10-K for the year ended
December 31, 2010 to the payment of the settlement.

6. Please refer to your disclosure under the capti on “other litigation” on page 135 that “all
such proceedings are either adequately covere d by insurance or, if not so covered, should
not ultimately result in any liability that would have a material adverse effect on the
financial position, liquidity or  results of operations of the Company” and tell us:

 Whether this disclosure means that th e amount or range of reasonably possible
loss, as these terms are used in ASC 450-20, is not material to your financial
statements and if so, provide us proposed  disclosure to be included in future
periodic reports to clarify. If not, provide us  proposed disclosure that satisfies the
disclosure requirements of ASC 450-20; and
 Whether your assessment of materiality is based on the amount or range of
reasonably possible loss without  giving effect to anticipat ed insurance recoveries,
and if so, provide us proposed disclosure to be included in future periodic reports
to clarify. If not, provide us proposed disclosure that  satisfies the disclosure
requirements of ASC 450.

Note 17. Taxes on Income, page 148
 7. Refer to your $40.4 billion of retained indefi nitely foreign earnings. Provide us proposed
disclosure to be included  in future period reports as required by ASC 740-30-50-2.
 Form 10-Q for the Quarter Ended March 31, 2011

 Notes to the Consolidated Financial Statements

Note 5. Financial Instruments
Concentration of Credit Risk, page 13

8. Refer to your disclosure regard ing the concentration of cred it risk related to outstanding
receivables at March 31, 2011 from certain EU countries  totaling approximately $1.5
billion or approximately 19% of your acc ounts receivables balance, of which $285
million have been outstanding for more than a y ear.  Tell us how much you have reserved
in your allowance for doubtful accounts at March 31, 2011, which we note is $111 million, related to these r eceivables and why you believe the amount reserved is
appropriate.  Further, describe  for us management’s plans a nd options available to collect
these past due receivables and the expected  effects of these customers on your future
financial position and results of opera tions including reduction in sales.

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

Mr. Peter N. Kellogg
Merck & Co., Inc. July 8, 2011 Page 4
  In responding to our comments, please provi de 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 Christine Allen, Staff A ccountant, at (202) 551-3652 or Melissa N.
Rocha, Accounting Branch Chief, at (202) 551-3854 if you have quest ions regarding the
comments.   In this regard, do not he sitate to contact me at (202) 551-3679.

Sincerely,
   /s/ Jim B. Rosenberg
Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

CORRESP

[Schering-Plough Corporation Letterhead]

June 23, 2009

VIA EDGAR AND FACSIMILE

Jeffrey Riedler

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop 4720

Washington, D.C. 20549

    Re:

    Schering-Plough Corporation

Form S-4, Amendment no. 1

Filed June 16, 2009

File No. 333-159371

Dear Mr. Riedler:

               Set forth below are responses of Schering-Plough Corporation (“Schering-Plough”) to
the comments of the Staff of the Division of Corporation Finance (the “Staff”) that were
set forth in your letter dated June 22, 2009 regarding Amendment No. 1 (the “Amendment”) to
Schering-Plough’s Registration Statement on Form S-4 (the “Registration Statement”).

               The Staff’s comments, indicated in bold, are followed by Schering-Plough’s responses.

Form S-4/A

    1.

    We are re-issuing prior comment 1 from our comment letter dated June 3, 2009. Please revise
your disclosure to address the inconsistencies between the definitions of “Control” and
“Change in Control” in the Distribution Agreement, specifically addressing the risk that the
definition of “Control” in the Distribution Agreement could contemplate the merger transaction
between Schering-Plough and Merck

    Response:

    We note the Staff’s comment. We propose to revise the risk factor as follows:

               An arbitration proceeding commenced by Centocor against Schering-Plough may result in the
combined company’s loss of the rights to market Remicade and golimumab.

Mr. Riedler

June 23, 2009

Page 2

               A subsidiary of Schering-Plough is a party to a Distribution Agreement with Centocor, a wholly
owned subsidiary of Johnson & Johnson, under which the Schering-Plough subsidiary has rights to
distribute and commercialize the rheumatoid arthritis treatment Remicade and golimumab, a
next-generation treatment, in certain territories.

               Under Section 8.2(c) of the Distribution Agreement, “if either party is acquired by a third
party or otherwise comes under ‘Control’ (as defined in Section 1.4 [of the Distribution
Agreement]) of a third party, it will promptly notify the other party not subject to such change of
control. The party not subject to such change of control will have the right to notify the party
subject to the change of Control of the termination of the Agreement taking effect immediately. As
used herein ‘Change of Control’ shall mean (i) any merger, reorganization, consolidation or
combination in which a party to this Agreement is not the surviving corporation; or (ii) any
‘person’ (within the meaning of Section 13(d) and Section 14(d)(2) of the Securities Exchange Act
of 1934), excluding a party’s Affiliates, is or becomes the beneficial owner, directly or
indirectly, of securities of the party representing more than fifty percent (50%) of either (A) the
then-outstanding shares of common stock of the party or (B) the combined voting power of the
party’s then-outstanding voting securities; or (iii) if individuals who as of the Effective Date
[April 3, 1998] constitute the Board of Directors of the party (the ‘Incumbent Board’) cease for
any reason to constitute at least a majority of the Board of Directors of the party; provided,
however, that any individual becoming a director subsequent to the Effective Date whose election,
or nomination for election by the party’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the Board; or (iv)
approval by the shareholders of a party of a complete liquidation or the complete dissolution of
such party.”

               Section 1.4 of the Distribution Agreement defines “Control” to mean “the ability of any entity
(the ‘Controlling’ entity), directly or indirectly, through ownership of securities, by agreement
or by any other method, to direct the manner in which more than fifty percent (50%) of the
outstanding voting rights of any other entity (the ‘Controlled’ entity), whether or not represented
by securities, shall be cast, or the right to receive over fifty percent (50%) of the profits or
earnings of, or to otherwise control the management decisions of, such other entity (also a
‘Controlled’ entity).”

               On May 27, 2009, Centocor delivered to Schering-Plough a notice initiating an arbitration
proceeding to resolve whether, as a result of the proposed merger between Schering-Plough and
Merck, Centocor is permitted to terminate the Distribution Agreement and related agreements. As
part of the arbitration process, Centocor will likely take the position that it has the right to
terminate the Distribution Agreement on the grounds that, in the proposed merger between
Schering-Plough and Merck, Schering-Plough and the Schering-Plough subsidiary party to the
Distribution Agreement are (i) being “acquired by a third party or otherwise come[ing] under
‘Control’ (as defined in Section 1.4) of a third party” and/or (ii) undergoing a “Change of
Control” (as defined in Section 8.2(c)).

               Schering-Plough is vigorously contesting, and the combined company will vigorously contest,
Centocor’s attempt to terminate the Distribution Agreement as a result of the proposed merger.
However, if the arbitrator were to conclude that Centocor is permitted to terminate the
Distribution Agreement as a result of the transaction and Centocor in fact terminates the
Distribution Agreement following the merger, the combined company would not be able to distribute
Remicade, which generated sales for Schering-Plough of approximately $2.1 billion in 2008, and
would not have the right to commercialize and

Mr. Riedler

June 23, 2009

Page 3

distribute golimumab in the future. In addition, due to the uncertainty surrounding the
outcome of the arbitration, the parties may choose to settle the dispute under mutually agreeable
terms but any agreement reached with Centocor to resolve the dispute under the Distribution
Agreement may result in the terms of the Distribution Agreement being modified in a manner that may
reduce the benefits of the Distribution Agreement to the combined company.

    2.

    We note your statement that Section 8.2(c) of the Distribution Agreement defines when a
“Change of Control” has occurred for purposes of the Distribution Agreement. Please expand
your disclosure to also include an explanation of the definition of “Control” set forth in the
Distribution Agreement and specifically referenced in Section 8.2(c). Please revise the
sentence stating, “Under the plain reading of this provision, Merck and Schering-Plough
believe that the completion of the merger will not entitle Centocor to terminate the
Distribution Agreement,” to remove the reference to “plain reading.” It is evident that
Section 8.2(c) offers contradictory language with respect to Control and Change in Control,
therefore we do not believe a reference to the “plain reading” of this provision is
appropriate.

    Response:

    We note the Staff’s comment. We propose to revise the relevant portions of the Legal
Proceedings section as follows:

               A subsidiary of Schering-Plough is a party to a Distribution Agreement with Centocor, a wholly
owned subsidiary of Johnson & Johnson, under which the Schering-Plough subsidiary has rights to
distribute and commercialize the rheumatoid arthritis treatment Remicade and golimumab, a
next-generation treatment, in certain territories.

               Under Section 8.2(c) of the Distribution Agreement, “if either party is acquired by a third
party or otherwise comes under ‘Control’ (as defined in Section 1.4 [of the Distribution
Agreement]) of a third party, it will promptly notify the other party not subject to such change of
control. The party not subject to such change of control will have the right to notify the party
subject to the change of Control of the termination of the Agreement taking effect immediately. As
used herein ‘Change of Control’ shall mean (i) any merger, reorganization, consolidation or
combination in which a party to this Agreement is not the surviving corporation; or (ii) any
‘person’ (within the meaning of Section 13(d) and Section 14(d)(2) of the Securities Exchange Act
of 1934), excluding a party’s Affiliates, is or becomes the beneficial owner, directly or
indirectly, of securities of the party representing more than fifty percent (50%) of either (A) the
then-outstanding shares of common stock of the party or (B) the combined voting power of the
party’s then-outstanding voting securities; or (iii) if individuals who as of the Effective Date
[April 3, 1998] constitute the Board of Directors of the party (the ‘Incumbent Board’) cease for
any reason to constitute at least a majority of the Board of Directors of the party; provided,
however, that any individual becoming a director subsequent to the Effective Date whose election,
or nomination for election by the party’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the Board; or (iv)

Mr. Riedler

June 23, 2009

Page 4

approval by the shareholders of a party of a complete liquidation or the complete dissolution
of such party.”

               Section 1.4 of the Distribution Agreement defines “Control” to mean “the ability of any entity
(the ‘Controlling’ entity), directly or indirectly, through ownership of securities, by agreement
or by any other method, to direct the manner in which more than fifty percent (50%) of the
outstanding voting rights of any other entity (the ‘Controlled’ entity), whether or not represented
by securities, shall be cast, or the right to receive over fifty percent (50%) of the profits or
earnings of, or to otherwise control the management decisions of, such other entity (also a
‘Controlled’ entity).”

               On May 27, 2009, Centocor delivered to Schering-Plough a notice initiating an arbitration
proceeding to resolve whether, as a result of the proposed merger between Schering-Plough and
Merck, Centocor is permitted to terminate the Distribution Agreement and related agreements. As
part of the arbitration process, Centocor will likely take the position that it has the right to
terminate the Distribution Agreement on the grounds that, in the proposed merger between
Schering-Plough and Merck, Schering-Plough and the Schering-Plough subsidiary party to the
Distribution Agreement are (i) being “acquired by a third party or otherwise come[ing] under
‘Control’ (as defined in Section 1.4) of a third party” and/or (ii) undergoing a “Change of
Control” (as defined in Section 8.2(c)). Merck and Schering-Plough believe that the proposed
merger will not entitle Centocor to terminate the Distribution Agreement because the merger is not
a “Change of Control” as defined by Section 8.2(c). Merck and Schering-Plough also believe that
neither Schering-Plough nor the Schering-Plough subsidiary party will be “acquired” by Merck or
will “otherwise come under Control” of Merck.

               The arbitration process involves a number of steps, including the selection of an independent
arbitrator, information exchanges and hearings, before a final decision will be reached. The
arbitration proceeding is expected to take place over the next 9 to 12 months and could continue
after the merger has closed. Schering- Plough and Merck are fully prepared to arbitrate the matter
and to vigorously defend Schering-Plough’s rights (and after the proposed merger has closed, the
combined company’s rights) under the Distribution Agreement.

               Although Schering-Plough and Merck are confident that the arbitrator will determine that
Centocor does not have the right to terminate the Distribution Agreement, there is a risk of an
unfavorable outcome. If the arbitrator were to conclude that Centocor is permitted to terminate the
Distribution Agreement as a result of the merger and Centocor in fact terminates the Distribution
Agreement following the merger, the combined company would not be able to distribute Remicade,
which generated sales for Schering-Plough of approximately $2.1 billion in 2008, and would not have
the right to commercialize and distribute golimumab in the future. In addition, due to the
uncertainty surrounding the outcome of the arbitration, the parties may choose to settle the
dispute under mutually agreeable terms but any agreement reached with Centocor to resolve the
dispute under the Distribution Agreement may result in the terms of the Distribution Agreement
being modified in a manner that may reduce the benefits of the Distribution Agreement to the
combined company.

However, in spite of these factors:

• Any change or termination of the Distribution Agreement with Centocor is excluded by the
merger agreement from the definition of “material adverse effect” both with respect to Merck
and Schering- Plough and is excluded from the definition of “material adverse effect” in the
credit agreements for the credit facilities entered into in connection with financing the
merger.

Mr. Riedler

June 23, 2009

Page 5

• The estimated annual cost savings of $3.5 billion expected to be realized from the
transaction annually after 2011 is not dependent on the retention of the rights to
distribute Remicade and golimumab, although the loss of these rights would reduce the amount
of sales expected to be generated by the combined company.

• The anticipated continued payment by the combined company of the current Merck dividend of
$1.52 per share annually is not conditioned on the retention of the rights to distribute
Remicade and golimumab.

* * * * * *

               Should any members of the Staff have any questions regarding the foregoing, please feel free
to contact the undersigned at (908) 298-7119 or, in my absence, Susan Ellen Wolf at (908) 298-7354.

    Sincerely,

    /s/ Michael Pressman

    Michael Pressman

    Senior Counsel

    cc:

    Susan Ellen Wolf, Schering-Plough Corporation

Celia A. Colbert, Merck & Co., Inc.

Nandini Acharya, SEC

Suzanne Hayes, SEC

CORRESP
1
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CORRESP

[Schering-Plough Corporation Letterhead]

June 24, 2009

VIA EDGAR AND FACSIMILE

Jeffrey Riedler

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop 4720

Washington, D.C. 20549

    Re:

    Schering-Plough Corporation

Form S-4, as amended

Filed June 24, 2009

File No. 333-159371

     Dear Mr. Riedler:

     Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
Schering-Plough Corporation, a New Jersey corporation (the “Registrant”), hereby requests
that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned
Registration Statement be accelerated to 5:00 p.m., Eastern time, on June 24, 2009 or as soon
thereafter as practicable.

     In connection with the foregoing request for acceleration of effectiveness, the Registrant
hereby acknowledges the following:

    •

    should the U.S. Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Registrant may not assert the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

* * * * * *

     Please contact the undersigned at Schering-Plough Corporation at (908) 298-7119 or, in my
absence, Susan Ellen Wolf at (908) 298-7354, with any questions you may have concerning this
request. In addition, please notify the undersigned when this request for acceleration has been
granted.

Sincerely,

/s/ Michael Pressman

Michael Pressman

Senior Counsel

    cc:

    Susan Ellen Wolf, Schering-Plough Corporation

Celia A. Colbert, Merck & Co., Inc.

Nandini Acharya, SEC

Suzanne Hayes, SEC

-2-

Mail Stop 4720          June 22, 2009   Michael Pressman, Esq. Senior Counsel Schering-Plough Corporation 2000 Galloping Hill Road Mailstop K-1-4525 Kenilworth, NJ 07033
 Re: Schering-Plough Corporation
  Registration Statement on Form S-4/A
  Filed June 16, 2009
  File No. 333-159371

Dear Mr. Pressman:
  We have reviewed your filing and have the following comments.  Where indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM S-4/A

Risk Factors

Risk Factors, page 17
Risks Related to the Transaction, page 17

Michael Pressman, Esq.
Senior Counsel
Schering-Plough Corporation June 22, 2009 Page 2

“An arbitration proceeding commenced by Ce ntocor against Schering-Plough may result
in the combined company’s loss of the ri ghts to market Remicade and golimumab…”
page 20

1. We are re-issuing prior comment 1 from  our comment letter dated June 3, 2009.
Please revise your disclosure to addr ess the inconsistencies between the
definitions of “Control” and “Change in Control” in the Distribution Agreement,
specifically addressing the risk that the de finition of “Control” in the Distribution
Agreement could contemplate the merger  transaction between Schering-Plough
and Merck.

 Legal Proceedings Related to the Transaction, page 93

2. We note your statement that Section 8.2(c)  of the Distribution Agreement defines
when a “Change of Control” has occu rred for purposes of the Distribution
Agreement.  Please expand your disclosure to also include an explanation of the
definition of “Control” set forth in the Distribution Agreement and specifically
referenced in Section 8.2(c).  Please re vise the sentence stating, “Under the plain
reading of this provision,  Merck and Schering-Plough be lieve that the completion
of the merger will not entitle Centocor to terminate the Distribution Agreement,” to remove the reference to “plain reading.”  It is evident that Section 8.2(c) offers
contradictory language with respect to C ontrol and Change in Control, therefore
we do not believe a reference to the “p lain reading” of this provision is
appropriate.

* * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in

Michael Pressman, Esq.
Senior Counsel
Schering-Plough Corporation June 22, 2009 Page 3

possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
 Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 • the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 • the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.     We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  Please contact Nandini Ac harya at (202) 551-3495, Suzanne Hayes at (202) 551-
3675 or me at (202) 551- 3715 with any questions.

Michael Pressman, Esq.
Senior Counsel Schering-Plough Corporation June 22, 2009 Page 4

Sincerely,

 Jeffrey Riedler
        A s s i s t a n t  D i r e c t o r       cc: Andrew Brownstein, Esq.
Wachtell, Lipton, Rosen & Katz 51 West 52
nd Street
New York, NY 10019

CORRESP
1
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CORRESP

[Schering-Plough Corporation Letterhead]

June 16, 2009

VIA EDGAR AND FACSIMILE

Jeffrey Riedler

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4720

Washington, D.C. 20549

    Re:

    Schering-Plough Corporation

Form S-4

Filed May 20, 2009

File No. 333-159371

Dear Mr. Riedler:

     Set forth below are responses of Schering-Plough Corporation (“Schering-Plough”) to
the comments of the Staff of the Division of Corporation Finance (the “Staff”) that were
set forth in your letter dated June 3, 2009 regarding Schering-Plough’s Registration Statement on
Form S-4 (the “Registration Statement”). In connection with this letter responding to the
Staff’s comments, we are filing Amendment No. 1 (the “Amendment”) to the Registration
Statement, and we have enclosed five courtesy copies of the Amendment marked to show changes from
the Registration Statement as filed on May 20, 2009.

     The Staff’s comments, indicated in bold, are followed by Schering-Plough’s responses.

Form S-4

    1.

    Please revise your risk factor discussion and the subsequent discussions of the issue to
clarify that the distribution agreement includes competing definitions of “change of control”
and include both definitions.

     Response:

We note the Staff’s comment. Section 8.2(c) of the Distribution Agreement between Centocor
and Schering-Plough (the “Distribution Agreement”) is the “Change of Control” provision which
governs the termination rights in the event of a change of control. Section 8.2(c) of the
Distribution Agreement sets forth various circumstances that constitute a “Change of Control”
for purposes of the Distribution Agreement and refers to the term “Control” as defined in
Section 1.4 of the Distribution Agreement. There is no competing

Mr. Riedler

June 16, 2009

Page 2

definition of “Change of Control” under the Distribution Agreement. We will revise our Legal
Proceedings section to include a discussion of Section 8.2(c) as set forth in our response to
SEC Comment 3.

    2.

    We note your disclosure in this risk factor acknowledging that an arbitrator could determine
that Centocor is permitted to terminate the distribution agreement as a result of the
transaction and, if terminated, the combined entity would lose all rights to distribute and
commercialize Remicade. We further note your disclosure regarding the uncertainty surrounding
the outcome of any threatened or actual proceeding and that the parties may choose to settle
the dispute. We note that Merck filed as soliciting materials, material included in a press
release dated May 27, 2009 stating, “Schering-Plough and Merck noted that Johnson & Johnson’s
position is contradicted by the plain language of the Remicade distribution agreement. The
companies are confident that an arbitrator will agree that the Merck/Schering-Plough merger
does not give Johnson & Johnson the right to terminate this agreement.” This statement appears
to contradict the disclosure in the risk factor. Please explain the apparent contradiction.

Response:

In response to the Staff’s comment we have modified the risk factor and the Legal Proceedings
section. Specifically, we:

    •

    Revised the heading to reflect the commencement of the arbitration proceeding;

    •

    Updated the disclosure to reflect that Centocor has initiated arbitration
proceedings;

    •

    Deleted the statement that “Merck and Schering-Plough believe that the merger
does not constitute a change of control as defined in the distribution agreement;
therefore, Merck and Schering-Plough believe that completion of the merger will not
entitle Centocor to terminate the distribution agreement” in order to remove
language from the risk factor which could serve to mitigate the risk being
discussed; and

    •

    Relocated the last paragraph of the risk factor to the Legal Proceedings
section.

Accordingly, the risk factor addresses only the potential negative impacts to the combined
company in the event of settlement or should the arbitrator reach a conclusion contrary to the
combined company and the Legal Proceedings section will address the factual and procedural
aspects of the arbitration as well as Schering-Plough’s and Merck’s beliefs as to the merits
of the arbitration. In particular, the Legal Proceedings disclosure will state “Although
Schering-Plough and Merck are confident that the arbitrator will determine that Centocor does
not have the right to terminate the Distribution Agreement, there is a risk of an unfavorable
outcome.”

Mr. Riedler

June 16, 2009

Page 3

Please see our response to SEC Comment 3 for our Legal Proceedings disclosure. The risk
factor has been revised as follows:

An arbitration proceeding commenced by Centocor against Schering-Plough may result in
the combined company’s loss of the rights to market Remicade and golimumab.

A subsidiary of Schering-Plough is a party to a Distribution Agreement (the
“Distribution Agreement”) with Centocor, a wholly owned subsidiary of Johnson &
Johnson, pursuant to which the Schering-Plough subsidiary has rights to distribute
and commercialize the rheumatoid arthritis treatment Remicade and golimumab, a
next-generation treatment, in certain territories. By its terms, the Distribution
Agreement may be terminated by a party if the other party is subject to a “Change of
Control” as defined in the Distribution Agreement.

Centocor has initiated an arbitration proceeding to resolve the parties’ dispute over
whether, as a result of the proposed merger between Schering-Plough and Merck,
Schering-Plough and its subsidiary would undergo a change of control that would
permit Centocor to terminate the Distribution Agreement. Please see “Legal
Proceedings Related to the Transaction” beginning on page 93.

Schering-Plough is vigorously contesting, and the combined company will vigorously
contest, Centocor’s attempt to terminate the Distribution Agreement as a result of
the proposed merger. However, if the arbitrator were to conclude that Centocor is
permitted to terminate the Distribution Agreement as a result of the transaction and
Centocor in fact terminates the Distribution Agreement following the merger, the
combined company would not be able to distribute Remicade, which generated sales for
Schering-Plough of approximately $2.1 billion in 2008, and would not have the right
to commercialize and distribute golimumab in the future. In addition, due to the
uncertainty surrounding the outcome of the arbitration, the parties may choose to
settle the dispute under mutually agreeable terms but any agreement reached with
Centocor to resolve the dispute under the Distribution Agreement may result in the
terms of the Distribution Agreement being modified in a manner that may reduce the
benefits of the Distribution Agreement to the combined company.

    3.

    Please include a discussion of the arbitration filed with the American Arbitration
Association to determine whether the merger constitutes a change of control that would permit
Johnson & Johnson to terminate its distribution agreement with Schering-Plough.

Response:

In response to the Staff’s comment we will add the following disclosure to our “Legal
Proceedings Related to the Transaction” section:

Mr. Riedler

June 16, 2009

Page 4

On May 27, 2009, Centocor, a wholly owned subsidiary of Johnson & Johnson, initiated an
arbitration proceeding seeking to terminate the Distribution Agreement and related
agreements between a Schering-Plough subsidiary and Centocor relating to the distribution
of Remicade and golimumab. In that notice, Centocor claims that the proposed merger
constitutes a “Change of Control” of Schering-Plough and its subsidiary and, therefore,
gives Centocor the right to terminate the Distribution Agreement and related agreements.

Section 8.2(c) of the Distribution Agreement defines when a “Change of Control” has
occurred for purposes of the Distribution Agreement. Under the plain reading of this
provision, Merck and Schering-Plough believe that completion of the merger will not
entitle Centocor to terminate the Distribution Agreement.

The arbitration process involves a number of steps, including the selection of an
independent arbitrator, information exchanges and hearings, before a final decision will
be reached. The arbitration proceeding is expected to take place over the next 9 to 12
months and could continue after the merger has closed. Schering-Plough and Merck are
fully prepared to arbitrate the matter and to vigorously defend Schering-Plough’s rights
(and after the proposed merger has closed, the combined company’s rights) under the
Distribution Agreement.

Although Schering-Plough and Merck are confident that the arbitrator will determine that
Centocor does not have the right to terminate the Distribution Agreement, there is a risk
of an unfavorable outcome. If the arbitrator were to conclude that Centocor is permitted
to terminate the Distribution Agreement as a result of the merger and Centocor in fact
terminates the Distribution Agreement following the merger, the combined company would
not be able to distribute Remicade, which generated sales for Schering-Plough of
approximately $2.1 billion in 2008, and would not have the right to commercialize and
distribute golimumab in the future. In addition, due to the uncertainty surrounding the
outcome of the arbitration, the parties may choose to settle the dispute under mutually
agreeable terms but any agreement reached with Centocor to resolve the dispute under the
Distribution Agreement may result in the terms of the Distribution Agreement being
modified in a manner that may reduce the benefits of the Distribution Agreement to the
combined company.

However, in spite of these factors:

    •

    Any change or termination of the Distribution Agreement with Centocor is excluded
by the merger agreement from the definition of “material adverse effect” both with
respect to Merck and Schering-Plough and is excluded from the definition of
“material adverse effect” in the credit agreements for the credit facilities entered
into in connection with financing the merger.

    •

    The estimated annual cost savings of $3.5 billion expected to be realized from
the transaction annually after 2011 is not dependent on the retention of the rights
to

Mr. Riedler

June 16, 2009

Page 5

    distribute Remicade and golimumab, although the loss of these rights would reduce the
amount of sales expected to be generated by the combined company.

    •

    The anticipated continued payment by the combined company of the current Merck
dividend of $1.52 per share annually is not conditioned on the retention of the
rights to distribute Remicade and golimumab.

* * * * * *

     Should any members of the Staff have any questions regarding the foregoing, please feel free
to contact the undersigned at (908) 298-7119 or, in my absence, Susan Ellen Wolf at (908) 298-7354.

    Sincerely,

/s/  Michael Pressman

Michael Pressman

Senior Counsel

    cc:

    Susan Ellen Wolf, Schering-Plough Corporation

Celia A. Colbert, Merck & Co., Inc.

Nandini Acharya, SEC

Suzanne Hayes, SEC

June 3, 2009                  Mail Stop 4720  Susan Ellen Wolf Corporate Secretary, Vice President – Gove rnance, and Associate General Counsel
Schering-Plough Corporation 2000 Galloping Hill Road Mailstop K-1-4525 Kenilworth, NJ 07033
 Re: Schering-Plough Corporation
  Registration Statement on Form S-4
  Filed May 20, 2009
  File No. 333-159371

Dear Ms. Wolf:
  We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM S-4

Risk Factors, page 17
Risks Related to the Transaction, page 20

“The combined company may be subject to a dispute with respect  to Schering-Plough’s
distribution agreement w ith Centocor…” page 20

1. Please revise your risk factor discussion and the subsequent discussions of the
issue to clarify that the distribution ag reement includes competing definitions of
“change of control” and include both definitions.

Susan Ellen Wolf
Schering Plough Corporation
June 3, 2009 2

2. We note your disclosure in this risk fact or acknowledging that an arbitrator could
determine that Centocor is permitted to terminate the distribution agreement as a result of the transaction a nd, if terminated, the combin ed entity would lose all
rights to distribute and comm ercialize Remicade.  We further note your disclosure
regarding the uncertainty surrounding the outcome of any threatened or actual
proceeding and that the parties may choose to settle the dispute.  We note that
Merck filed as soliciting materials, materi al included in a press release dated May
27, 2009 stating, “Schering-Plough and Merc k noted that Johnson & Johnson’s
position is contradicted by the plain language of the Remicade  distribution
agreement.  The companies are confident that an arbitrator will agree that the
Merck/Schering-Plough merger does not gi ve Johnson & Johnson the right to
terminate this agreement.”  This statement appears to contradict the disclosure in
the risk factor.  Please explai n the apparent contradiction.
 Legal Proceedings Related to the Transaction, page 93

3. Please include a discussion of the arbitra tion filed with the American Arbitration
Association to determine whether the merg er constitutes a change of control that
would permit Johnson & Johnson to termin ate its distribution agreement with
Schering-Plough.
* * *
  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.   Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Susan Ellen Wolf
Schering Plough Corporation June 3, 2009 3
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 • the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 • the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.

 Please contact Nandini Ac harya at (202) 551-3495, Suzanne Hayes at (202) 551-
3675 or me at (202) 551- 3715 with any questions.
         S i n c e r e l y ,             J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r     cc: Andrew Brownstein, Esq.
Wachtell, Lipton, Rosen & Katz 51 West 52
nd Street
New York, NY 10019

Via Facsimile  Mail Stop 6010                                                                                                   April 28, 2009
   Mr. Michael Pressman Senior Counsel Schering-Plough Corporation 2000 Galloping Hill Road Kenilworth, New Jersey 07033
Re: Schering-Plough Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2008   Filed February 27, 2009   File No. 001-06571

Dear Mr. Pressman:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
          S i n c e r e l y ,              J e f f r e y  P .  R i e d l e r           A s s i s t a n t  D i r e c t o r

CORRESP
1
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CORRESP

    Schering-Plough
2000 Galloping Hill Road
Kenilworth, NJ 07033 USA

          Direct Dial: (908) 298-7119

          Direct Fax: (908) 298-7303

          Email: michael.pressman@spcorp.com

April 24,
2009

Jeffrey Riedler

Assistant Director

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

          Re:       Form 10-K for the fiscal year ended December 31, 2008

Dear Mr. Riedler,

          Thank you for your letter dated April 13, 2009, commenting on Schering-Plough’s Form 10-K for
the fiscal year ended December 31, 2008. Your letter was directed to me, as Senior Counsel, by
Steven Koehler. Below please find Schering-Plough’s responses to your comments.

SEC Comment #1

We note that you are engaged in a joint venture with Merck & Co., Inc. in relation to the
development and commercialization of two cholesterol lowering drugs, VYTORIN and ZETIA. Please
revise your disclosure to provide a full description of the material terms of your joint venture
with Merck, to the extent this information has not been previously redacted by an appropriate grant
of confidential treatment by the Division of Corporation Finance. In particular, please quantify
and describe the amounts paid to date, aggregate potential milestones, royalty provisions, profit
sharing provisions and expiration provisions under your agreement.

Schering-Plough Response #1

We believe that the information requested by the Staff has been provided in Schering-Plough’s Form
10-K and that the Form 10-K accurately describes all the material provisions of the agreements with
Merck & Co, Inc. (Merck) in regard to the Merck/Schering-Plough Joint Venture (the “cholesterol
agreements”).

The cholesterol agreements were filed as exhibits and have been incorporated by reference into each
of Schering-Plough’s Forms 10-K since its 2002 Form 10-K (see
Exhibits 10(r), 10(s) and 10(t) to
Schering Plough’s 2008 Form 10-K). Accordingly, all terms of the contracts, except those subject
to confidential treatment, are included as part of Schering-Plough’s Form 10-K.

In the Business section of Schering-Plough’s 2008 Form 10-K, we provide overview information of the
cholesterol agreements. In particular, we disclose that:

    •

    The purpose of the cholesterol joint venture is to jointly develop, manage, and
commercialize certain products;

    •

    The agreement generally provides for equal sharing of development costs and for
co-promotion of approved products by each company; and

    •

    The geographic scope of the joint venture includes all
countries except for Japan.

The Business Section also directs the reader to Note 5 “Equity Income” under Item 8, “Financial
Statements, and Supplementary Data” of the Form 10-K for additional information regarding the terms
of the agreements with Merck. Note 5 “Equity Income” provides additional discussion of the
material aspects of the joint venture. In addition to the information already addressed in the
Business section, Note 5 provides that:

    •

    The cholesterol joint venture agreements provide for the sharing of operating income
generated by the joint venture based upon percentages that vary by product, sales level and
country;

    •

    In the U.S. market, Schering-Plough receives a greater share of the profits on the first
$300 million of annual ZETIA sales. Above $300 million of annual ZETIA sales, Merck and
Schering Plough generally share profits equally;

    •

    The companies agree annually to the minimum number of physician details by country and
either company’s share of the joint venture’s income from operations is subject to a
reduction if that company fails to perform a specified minimum number of physician details
in a particular country;

    •

    The companies bear the costs of their own general sales forces and commercial overhead
in marketing joint venture products around the world;

    •

    Costs of the joint venture that the companies contractually share are a portion of
manufacturing costs, specifically identified promotion costs (including direct-to-consumer
advertising and direct and identifiable out-of-pocket promotion) and other agreed upon
costs for specific services such as market support, market research, market expansion, a
specialty sales force and physician education programs; and

    •

    Certain specified research and development expenses are generally shared equally by
Schering-Plough and Merck.

In addition, the discussion of Equity income in Management’s Discussion and Analysis of Financial
Condition and Results of Operations also discusses financial terms of the agreements with Merck as
they relate to current year operating results. The disclosures in the financials statements and
Management’s Discussion and Analysis of Financial Condition and Results of Operations since
entering into the agreements have included descriptions of potential milestones and those
milestones recognized by Schering-Plough as well as profit sharing provisions. For instance, in
Schering-Plough’s 2005 Form 10-K, the company disclosed that “during 2005, 2004 and 2003, the
Company recognized milestones from Merck of $20 million, $7 million and $20 million, respectively.”
While Schering-Plough discloses the milestones recognized pursuant to the agreement, milestones in
the agreement have not been, individually or in the aggregate,

2

material to Schering-Plough. Other provisions of the cholesterol agreements, such as the treatment
of Research and Development expenses have also been disclosed. For instance in the discussion of
the Equity income in Schering-Plough’s 2007 Form 10-K, we disclosed that “Schering-Plough could be
entitled to receive reimbursements of its future research and development expenses of up to $105
million.” In the 2008 discussion of Equity income we disclose that a $105 million reimbursement was
paid to Schering-Plough in 2008. There are no additional potential milestones pursuant to the
cholesterol agreements.

The Staff comment asks us to disclose the profit sharing provisions of the contract.
Schering-Plough’s current disclosure states that once annual ZETIA sales exceed $300 million the
companies generally share profits equally. More detailed or specific disclosure of the profit
sharing provisions could overwhelm the material elements of the disclosure. The agreement covers
profit sharing provisions for numerous countries, and many are subject to differing profit sharing
arrangements, none of which materially affect overall profit sharing. Providing disclosure of each
such provision would provide an overwhelming level of detail, without providing a corresponding
benefit.

In addition, the staff requests that we disclose the expiration provisions of the agreement. The
agreement has standard termination provisions covering bankruptcy, material breach of contract and
change of control. In Schering-Plough’s Strategic Alliances disclosure in Schering-Plough’s 2008
Form 10-K (page 35), we disclose that entering into potential strategic arrangements with third
parties could result in VYTORIN and ZETIA being acquired by Merck. We also refer readers to Exhibit
10(r) of the 2008 Form 10-K for the text of the change of control provisions. We will add the
following bolded disclosure to our 2009 First Quarter Form 10-Q discussion of Strategic Alliances:

In addition, any potential strategic alternatives may be impacted by the change of control
provisions in those arrangements, which could result in VYTORIN and ZETIA being acquired by
Merck or REMICADE reverting back to Centocor. The change in control provision relating to
VYTORIN and ZETIA is included in the contract with Merck, filed as Exhibit 10(r) to
Schering-Plough’s 2008 10-K, and the change of control provision relating to REMICADE is
contained in the contract with Centocor, filed as Exhibit 10(v) to Schering-Plough’s 2008
10-K. In addition, the VYTORIN and ZETIA agreements provide for the right to terminate due
to bankruptcy of the other party or material breach by the other party of its of
obligations. The REMICADE agreement provides for the right to terminate the agreement due to
insolvency or bankruptcy of the other party or material breach by the other party of its
obligations.

SEC Comment #2

We note that you have entered into agreements with Centocor, Inc. in relation to the licensing and
manufacturing of REMICADE. Please revise your disclosure to provide a full description of the
material terms of your agreements with Centocor, to the extent this information has not been
previously redacted by an appropriate grant of confidential treatment by the Division of
Corporation Finance. In particular, please quantify and describe the amounts paid to date,
aggregate potential milestones, royalty provisions, profit sharing provisions and expiration
provisions under your agreement. Please be advised that it appears the grant of confidential

3

treatment with respect to the original Distribution Agreement with Centocor, dated April 3, 1998,
has expired.

Schering-Plough Response #2

We believe that the information requested by the Staff has been provided in Schering-Plough’s Form
10-K and that Schering-Plough’s Form 10-K accurately describes all the material provisions of the
1998 distribution agreement and 2007 amendment (collectively, “the agreements”) with Centocor,
Inc., a Johnson and Johnson Company (Centocor) relating to the distribution of REMICADE.

The agreements were filed as exhibits and are incorporated by reference into Schering-Plough’s
Forms 10-K. The original 1998 agreement was filed with Schering-Plough’s 2004 Form 10-K/A and the
2007 amendment to the agreement was filed with Schering-Plough’s December 21, 2007 Form 8-K, and
appear as Exhibits 10(u), and 10(v), respectively, to Schering Plough’s 2008 Form 10-K.
Accordingly, all terms of the contracts, except those subject to confidential treatment, are
included as part of Schering-Plough’s 2008 Form 10-K

In the Business section of Schering-Plough’s 2008 Form 10-K, we provide overview information of the
agreements which cover all material terms of the contracts. In particular, we disclose that:

    •

    REMICADE is licensed from and manufactured by Centocor;

    •

    During 2005, Schering-Plough exercised an option under its contract with Centocor for
license rights to develop and commercialize golimumab;

    •

    Schering-Plough has exclusive marketing rights to both products outside the U.S., Japan
and certain Asian markets;

    •

    In December 2007, Schering-Plough and Centocor revised their distribution agreement
regarding the development, commercialization and distribution of both REMICADE and
golimumab, extending Schering-Plough’s exclusive rights to market REMICADE to match the
duration of Schering-Plough’s exclusive marketing rights for golimumab;

    •

    Effective upon regulatory approval of golimumab in the EU, Schering-Plough’s marketing
rights for both products will extend for 15 years after the first commercial sale of
golimumab within the EU;

    •

    Centocor will receive a progressively increased share of profits on Schering-Plough’s
distribution of both products in the Schering-Plough marketing territory between 2010 and
2014, and the share of profits will remain fixed thereafter for the remainder of the term;

    •

    REMICADE marketing rights and the profit sharing arrangement for the products are all
conditioned on approval of golimumab being granted prior to September 1, 2014;

    •

    Schering-Plough may independently develop and market golimumab for a Crohn’s disease
indication in its territories, with an option for Centocor to participate;

    •

    Schering-Plough and Centocor agreed to utilize an autoinjector device in the
commercialization of golimumab and further agreed to share its development costs.

4

Information regarding the agreements is also provided in Note 14 “Product License” under Item 8,
“Financial Statements, and Supplementary Data. Note 14 also includes additional disclosure that
Schering-Plough made an upfront payment of $21 million for rights to the auto-injector.

The Staff asks that we disclose all material milestone payments. Pursuant to the 2007 amendment,
all material milestones with respect to REMICADE have been satisfied and there are no milestone
payments with respect to the development and commercialization of golimumab. There are remaining
potential milestone payments with respect to the auto-injector, but the amounts are not material.

The Staff asks that we disclose all material royalty provisions of the agreements. The 2007
amendment provides the base percentage Contribution Income Split that will be in effect if
golimumab receives EU approval:

Contribution Income Split

    Agreement Year

    S-P

    Centocor

    2010

    60
    %

    40
    %

    2011

    58
    %

    42
    %

    2012

    55
    %

    45
    %

    2013

    52
    %

    48
    %

    2014

    50
    %

    50
    %

    Alsubsequent years

    50
    %

    50
    %

In response to the Staff’s comment, we will provide the following (or substantially similar) bolded
disclosure regarding the profit split in the “License Arrangement with Centocor” section of our
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the 2009
First Quarter Form 10-Q:

REMICADE is prescribed for the treatment of inflammatory diseases such as rheumatoid
arthritis, early rheumatoid arthritis, psoriatic arthritis, Crohn’s disease, ankylosing
spondylitis, plaque psoriasis and ulcerative colitis. REMICADE is Schering-Plough’s second
largest marketed pharmaceutical product line (after the cholesterol franchise). REMICADE is
licensed from and manufactured by Centocor, Inc., a Johnson & Johnson company. During 2005,
Schering-Plough exercised an option under its contract with Centocor for license rights to
develop and commercialize golimumab, a fully human monoclonal antibody which has been filed
for approval in Europe. Schering-Plough has exclusive marketing rights to both products
outside the U.S., Japan and certain Asian markets. In December 2007, Schering-Plough and
Centocor revised their distribution agreement regarding the development, commercialization
and distribution of both REMICADE and golimumab, extending Schering-Plough’s rights to
exclusively market REMICADE to match the duration of Schering-Plough’s exclusive marketing
rights for golimumab. Effective upon regulatory approval of golimumab in the EU,
Schering-Plough’s marketing rights for both products will now extend for 15 years after the
first commercial sale of golimumab within the EU. After operating expenses and subject to
certain adjustments, Schering-Plough currently is entitled to receive an

5

approximately 60 percent share of profits on Schering-Plough’s distribution in the Schering
Plough marketing territory. Beginning in 2010, subject to the approval of golimumab within
the EU, share of profits will change over time to a 50 percent share of profits by 2014 for
both products and the share of profits will remain fixed thereafter for the remainder of the
term. The changes to the duration of REMICADE marketing rights and the profit sharing
arrangement for the products are all conditioned on approval of golimumab being granted
prior to September 1, 2014. Schering-Plough may independently develop and market golimumab
for a Crohn’s disease indication in its territories, with an option for Centocor to
participate. In addition, Schering-Plough and Centocor agreed to utilize an autoinjector
device in the commercialization of golimumab and further agreed to share its development
costs.

While the percentage of the split is provided, the provisions addressing the underlying details of
how the Contribution Income Split is calculated were accorded confidential treatment by the
Commission on February 26, 2004 and Schering-Plough has sub

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   April 13, 2009  Mr. Steven Koehler  Vice President and Controller Schering-Plough Corporation  2000 Galloping Hill Road Kenilworth, NJ 07033

Re: Schering-Plough Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2008   Filed February 27, 2009   File No. 001-06571
Dear Mr. Koehler:
  We have reviewed your filing and have the following comments.   In our comments, we ask you to provide us with  information to better understand your
disclosure. Where it requests you to revise disclosure, the information you provide should
show us what the revised di sclosure will look like and iden tify the annual or quarterly
filing, as applicable, in which you intend to first include it. If you do not believe that
revised disclosure is necessary, explain the r eason in your response.  After reviewing the
information provided, we may raise additiona l comments and/or request that you amend
your filing.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 1. Business

 Information about the Merck/Scheri ng-Plough Joint Venture, page 7

1. We note that you are engaged in a joint ve nture with Merck & Co., Inc. in relation
to the development and commercialization of two cholesterol lowering drugs, VYTORIN and ZETIA.  Please revise your disclosure to provide a full
description of the material terms of your joint venture with Merck, to the extent

Steven Koehler
Schering-Plough Corporation  April 13, 2009 Page 2
 this information has not b een previously redacted by an appropriate grant of
confidential treatment by the Division of Corporation Finance.  In particular,
please quantify and describe the amount s paid to date, aggregate potential
milestones, royalty provisions, profit shar ing provisions and expiration provisions
under your agreement.

Information About the Centocor Licenses, page 8

 2. We note that you have entered into agreemen ts with Centocor, Inc. in relation to
the licensing and manufacturing of REMIC ADE.  Please revise your disclosure to
provide a full description of the material  terms of your agreem ents with Centocor,
to the extent this information has not b een previously redact ed by an appropriate
grant of confidential treatment by the Di vision of Corporation Finance.  In
particular, please quantify and describe  the amounts paid to date, aggregate
potential milestones, royalty  provisions, profit sharing provisions and expiration
provisions under your agreement.  Please be  advised that it ap pears the grant of
confidential treatment with respect to th e original Distribution Agreement with
Centocor, dated April 3, 1998, has expired.
 Patents, Trademarks and Other In tellectual Property Rights, page 11

3. We note that you have describe d certain of your patents a nd patent applications as
being of material importance to you r company’s ongoing operations.  Please
revise your disclosure  to identify and describe al l material patents and patent
applications.  In addition, please revise your disclosure to include the expiration
date for each of your material patents.

*    *    *    *
 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a cover letter that keys your responses to
our comments and provide any requested inform ation.  Detailed letter s greatly facilitate
our review.  Please file y our letter on EDGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Steven Koehler
Schering-Plough Corporation  April 13, 2009 Page 3
 In connection with responding to our co mments, please provide, in your letter, a
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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Bryan Pitko at (202) 551- 3203 or Daniel Greenspan at (202) 551-
3623 with any questions.  In this regard, plea se feel free to contact me at (202) 551-3715.

Sincerely,

Jeffrey Riedler,  Assistant Director

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   May 1, 2008   Mr. Steven Koehler Vice President and Controller Schering-Plough Corporation 2000 Galloping Hill Road Kenilworth, NJ  07033
Re: Schering-Plough Corporation
Form 10-K for the Year Ended December 31, 2007 Filed February 29, 2008
 File No. 001-06571

Dear Mr. Koehler:   We have completed our review of your Form 10-K for the year ended December 31, 2007 and have no further comment at this time.

        S i n c e r e l y ,
Joel Parker Accounting Branch Chief

CORRESP
1
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CORRESP

[Schering-Plough Letterhead]

April 18, 2008

Mr. James Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

US Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Schering-Plough Corporation
Form 10-K for the year ended December 31, 2007

Dear Mr. Rosenberg:

     Set
forth below is Schering-Plough’s response to oral comments received from Ms. Kei Ino of
the Staff on April 11, 2008. We have included a summary of the
oral comments for your reference.

SEC Comment:

Form 10-K for the year ended December 31, 2007

 Item 7. Management’s Discussion and Analysis of Financial Condition, page 31" -->

 Item 7. Management’s Discussion and Analysis of Financial Condition, page 31

Liquidity and Financial Resources, page 43

Contractual Obligations and Off-Balance Sheet Arrangements, page 48

Comment
1: The Staff requested that Schering-Plough provide a draft of the proposed
additional disclosure in the notes to the Contractual Obligations Table that quantifies potential
milestone payments that have been excluded from the table and the events that would trigger these
payments.

Comment 2: The Staff requested that Schering-Plough supplementally provide a revised
Contractual Obligations Table at December 31, 2007 that includes interest related to Long-term debt
obligations.

Mr. James Rosenberg

Securities and Exchange Commission

April 18, 2008

-2-

Schering-Plough Response:

The
following is the requested information in disclosure-type format of the Contractual Obligations Table at December 31, 2007
that includes interest amounts related to debt obligations and additional disclosures related to
potential milestone payments. The table below presents supplemental information in a format that
will be updated and provided in Schering-Plough’s 2008 10-K.

     Contractual Obligations and Off-Balance Sheet Arrangements

     Schering-Plough has various contractual obligations that are reported as liabilities in the
Consolidated Balance Sheets and others that are not required to be recognized as liabilities such
as certain purchase commitments and other executory contracts. The following table summarizes
payments due by period under Schering-Plough’s known contractual obligations at December 31, 2007.

    Payments Due by Period

    Less

    More

    than

    1-3

    3-5

    than

    Total

    1 Year

    Years

    Years

    5 Years

    (Dollars in millions)

    Short-term borrowings and current portion of long-term debt

    $
    461

    $
    461

    $
    —

    $
    —

    $
    —

    Long-term debt obligations

    9,019

    —

    752

    1,657

    6,610

    Interest related to debt obligations

    6,249

    550

    1,005

    924

    3,770

    Operating lease obligations

    907

    338

    330

    168

    71

    Purchase obligations(1)

    2,976

    2,736

    214

    21

    5

    Deferred compensation plan obligations

    192

    50

    23

    63

    56

    Other obligations(2)

    765

    363

    262

    22

    118

    Total

    $
    20,569

    $
    4,498

    $
    2,586

    $
    2,855

    $
    10,630

    (1)

    Purchase obligations include advertising and research contracts, capital expenditure
commitments and other inventory and expense items.

    Potential milestone payments of $X are not included in the above amounts. These amounts are not
included as they are contingent on the achievement of various
research and development ($X), regulatory approval ($X)
or sales based ($X) milestones. These milestone amounts do not
include amounts associated with inactive projects. Research, development and regulatory
milestones depend upon future clinical developments as well as regulatory agency actions which
may never occur. Research and development projects have a long life
cycle. Sales based milestones are contingent on generating levels of sales of current or
future products that have not been achieved and may never be achieved.

    The table also excludes those research contracts that are cancelable by Schering-Plough without
penalty. Other purchase obligations consist of both cancelable and non-cancelable items.

    (2)

    This caption includes obligations, based on undiscounted amounts, for estimated
payments under certain of Schering-Plough’s pension plans, preferred stock dividends,
management’s estimate of the current portion of unrecognized tax benefits and other
contractual obligations.

In Schering-Plough’s 10-Q for the
quarterly period ended March 31, 2008 disclosures of future
interest payments at December 31, 2007 and future milestone
payments will be made in Management’s Discussion and Analysis of Financial Condition and Results of
Operations.

Mr. James Rosenberg

Securities and Exchange Commission

April 18, 2008

-3-

Item 8. Financial statements and Supplementary Data, page 60" -->

Item 8. Financial statements and Supplementary Data, page 60

Notes to Consolidated Financial Statements, page 65

2. Acquisitions, page 69

Comment 3: The Staff requested that expanded disclosure be made of acquired patents and
trademarks by product type.

Schering-Plough Response:

In Schering-Plough’s next quarterly report on Form 10-Q (for the quarterly period ended March 31,
2008) expanded detail of the patents and trademarks acquired in the Organon BioSciences acquisition
will be presented. This detail will be presented by segment (Human Prescription Pharmaceuticals and
Animal Health). The amounts for the Human Prescription Pharmaceuticals segment will also be
summarized by certain product types.

Mr. James Rosenberg

Securities and Exchange Commission

April 18, 2008

-4-

The following is a draft excerpt of disclosure that will be included in the “Acquisition” Note to
Condensed Consolidated Financial Statements of the March 31, 2008 10-Q:

2. ACQUISITION

DRAFT
[In Part]

The updated purchase price allocation of acquired identifiable intangible assets is as follows:

    Weighted Average

    Dollars, in millions

    Amortization Period (years)

    Patents:

    Women’s Health — Contraception

    $
    1,659

    11

    Women’s Health — Fertility

    1,013

    11

    Women’s Health — Other

    440

    13

    Central Nervous System

    527

    12

    Other Human Prescription Pharmaceuticals

    382

    8

    Total Patents

    $
    4,021

    Trademarks:

    Animal Health

    $
    2,608

    20

    Human Prescription Pharmaceuticals

    210

    20

    Total Trademarks

    $
    2,818

    Total Intangible Assets

    $
    6,839

     The weighted average life of total intangibles is approximately 15 years. The intangible
assets have no significant residual value. There were no acquired intangible assets that were
determined to have an indefinite life.

Mr. James Rosenberg

Securities and Exchange Commission

April 18, 2008

-5-

* * * * *

     I can be reached at (908) 298-7274, and if I am not available, please contact Susan Ellen
Wolf, Corporate Secretary, Vice President — Governance and Associate General Counsel, at (908)
298-7354. Thank you.

Very truly yours,

Steven H. Koehler

Vice President and Controller

    cc:

    Jim Atkinson, SEC Accounting Branch Chief

Kei Ino, SEC Staff Accountant

CORRESP
1
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CORRESP

[Schering-Plough Letterhead]

April 9, 2008

Mr. James Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

US Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

         Re:

    Schering-Plough Corporation
Form 10-K for the year ended December 31, 2007

Dear Mr. Rosenberg:

     Set forth below is Schering-Plough’s response to the staff’s comments on Schering-Plough’s
Form 10-K for the Year Ended December 31, 2007 by letter dated March 26, 2008.

SEC Comment:

Form 10-K for the year ended December 31, 2007

 Item7. Management’s Discussion and Analysis of Financial Condition, page 31" -->

 Item7. Management’s Discussion and Analysis of Financial Condition, page 31

Liquidity and Financial Resources, page 43

Contractual Obligations and Off-Balance Sheet Arrangements, page 48

Comment 1: Since interest obligations relating to long-term debt appear to represent
material future obligations, please revise the table here to include the future interest payments on this
debt. Also provide us with your analysis related to the applicability of the inclusion of the
dividends that you pay related to the preferred shares. In addition, quantify in your footnote two
the aggregate potential milestone payments that have been excluded from the table and the events
that would trigger these payments. Refer to Financial Reporting Release 72.

Mr. James Rosenberg

Securities and Exchange Commission

April 9, 2008

-2-

Schering-Plough Response:

In Schering-Plough’s next filing that is required to include a Contractual Obligations Table
(expected to be the 2008 10-K), future interest amounts related to long-term debt will be
quantified and included in the Contractual Obligations Table.

In analyzing Schering-Plough’s preferred stock requirements, management determined that these
payments should be considered a contractual obligation given that these dividends accrue at a
stated rate and are cumulative from the date of issuance.

Aggregate potential milestone payments would include all
discovery, research, development and sales based milestones. Management believes that disclosure of this aggregate
amount would potentially be misleading as the triggering events for these payments may never occur and a significant
portion of these milestone payments will never be made.

In preparing the Contractual Obligations Table management
would include material potential milestone amounts that are likely to
be paid over the company’s strategic planning period of 5 years. Management believes that these amounts
provide more relevant information to readers of the financial statements.

Market Risk Disclosure, page 58

Foreign Currency Exchange Risk, Page 58

Comment 2: Please revise to quantify the foreign currency risk in one of the three required
formats. Refer to Item 3-05(a)(1) of Regulation S-X.

Schering-Plough Response:

At December 31, 2007, Schering-Plough did not have material foreign currency risk sensitive
instruments that were entered into for trading purposes or for other than trading purposes as
described in Item 305(a)(1) of Regulation S-K. As noted in the disclosure under “Foreign Currency
Exchange Risk,” Schering-Plough had no open foreign currency option contracts as of December 31,
2007. In addition, open forward foreign currency contracts at December 31, 2007 were not material.

Mr. James Rosenberg

Securities and Exchange Commission

April 9, 2008

-3-

In Schering-Plough’s 2007 quarterly disclosures, at times when there were open foreign currency
option contracts, specific disclosures were made regarding the sensitivities of these open foreign
currency option contracts to changes in the currency underlying those contracts.

Schering-Plough will continue to evaluate the need for such disclosure in future filings.

Item 8. Financial statements and Supplementary Data, page 60" -->

Item 8. Financial statements and Supplementary Data, page 60

Notes to Consolidated Financial Statements, page 65

2. Acquisitions, page 69

Comment 3: Please revise to quantify the acquired patents and trademarks by product type in
order to better allow an investor to understand the connection between these rights and the
revenues that are generated from the acquired business.

Schering-Plough Response:

In Schering-Plough’s next quarterly report on Form 10-Q (for the quarterly period ended March 31,
2008) expanded detail of the patents and trademarks acquired in the Organon BioSciences acquisition
will be presented. This detail will be presented by segment (Human Prescription Pharmaceuticals and
Animal Health).

The following is a draft excerpt of disclosure that will be included in the “Acquisition” Note to
Condensed Consolidated Financial Statements of the March 31, 2008 10-Q:

Mr. James Rosenberg

Securities and Exchange Commission

April 9, 2008

-4-

2. ACQUISITION

[In Part]

     The purchase price allocation to identifiable intangible assets as of March 31, 2008 is as
follows:

    Weighted
Average

    Dollars, in

    Amortization
Period

    Intangible assets with determinable lives:

    millions

(years)

    Human Prescription Pharmaceuticals

    Patents

    $
    x,xxx

    xx

    Trademarks

    x,xxx

    xx

    Total Human Prescription Pharmaceuticals

    $
    x,xxx

    Animal Health

    Trademarks

    $
    x,xxx

    xx

    Total intangible assets

    $
    x,xxx

     The weighted average life of total intangibles is approximately xx years. The intangible
assets have no significant residual value. There were no acquired intangible assets that were
determined to have an indefinite life.

18. Segment Information, Page 100

Long-Lived Assets by Geographic Location, page 103

Comment 4: Please revise to exclude intangible assets from the table presented here. Refer
to question 22 in the FASB Implementation Guide to  FAS 131.

Schering-Plough Response:

In
preparing the December 31, 2007 financial statements management
considered various presentations for the inclusion of intangible
assets as part of Long-Lived Assets by Geographic Location, noting
diversity in practice.

In Schering-Plough’s next filing that is required to include Long-Lived Assets by Geographic
Location (expected to be the 2008 10-K), intangible assets will not be included in the asset
amounts presented in this table.

The following is the disclosure of Long-Lived Assets by Geographic Location at December 31, 2007
excluding intangible assets. The table below presents supplemental information in a format that
will be updated and provided in the 2008 10-K.

Mr. James Rosenberg

Securities and Exchange Commission

April 9, 2008

-5-

18. SEGMENT INFORMATION

[In Part]

    Long-Lived Assets by Geographic Location

    2007

    2006

    2005

    (Dollars in millions)

    United States

    $
    2,863

    $
    2,547

    $
    2,538

    Netherlands

    1,320

    1

    1

    Ireland

    719

    488

    486

    Singapore

    822

    824

    840

    Other

    1,599

    804

    908

    Total

    $
    7,323

    $
    4,664

    $
    4,773

     Long-lived assets shown by geographic location are primarily property. The significant
increase in long-lived assets as of December 31, 2007 is due to the OBS acquisition.

Merck / Schering-Plough Cholesterol Partnership Combined Financial Statements, page 117

Notes to Combined Financial statements, page 128

2. Summary of Significant Accounting Policies, Page 131

Concentrations of Credit Risk, Page 132

Comment 5: Please revise to quantify the net sales made to each of the three major
customers referenced in this note to the extent they exceed 10% of your net revenue, instead of
quantifying it on an aggregate basis. Refer to paragraph 39 of SFAS 131

Schering-Plough Response:

The combined financial statements of the Merck/Schering-Plough Cholesterol Partnership (the joint
venture) are prepared by management of this joint venture. Schering-Plough accounts for its share
of the activity of this joint venture with Merck & Co., Inc. (Merck) using the equity method of
accounting. Schering-Plough’s management has discussed this comment with management of the joint
venture as well as management of Merck. The financial statements of the joint venture are included
in Schering-Plough’s 10-K as required by Rule 3-09 of Regulation S-X.

Mr. James Rosenberg

Securities and Exchange Commission

April 9, 2008

-6-

It should be noted that paragraph 9 of SFAS 131 states that SFAS 131 applies to public business
enterprises. The joint venture is not a public business enterprise as defined in paragraph 9 of
SFAS 131 and therefore is not required to include the segment disclosures required by SFAS 131 (as
further supported by question 1 in the FASB Implementation Guide of SFAS 131). Management of the
joint venture included the disclosure cited by the Staff since it believed such disclosure was
meaningful to the reader of the joint venture’s financial statements. In the combined financial
statements of the Merck/Schering-Plough Cholesterol Partnership for the year ending December 31,
2008, management of the joint venture will include disclosure of the percentage of net sales to a
customer, if such net sales exceed 10% of total net sales on a
specific customer basis, in response to the Staff’s comments.
Such financial statements are expected to be filed with Schering-Plough’s 2008 Form 10-K.

* * * * *

     We acknowledge that: (1) Schering-Plough Corporation is responsible for the adequacy and
accuracy of the disclosure in the filing; (2) 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 (3) Schering-Plough Corporation 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.

     I can be reached at (908) 298-7274, and if I am not available, please contact Susan Ellen
Wolf, Corporate Secretary, Vice President — Governance and Associate General Counsel, at (908)
298-7354. Thank you.

Very truly yours,

Steven H. Koehler
Vice President and Controller

    cc:

    Jim Atkinson, SEC Accounting Branch Chief
Kei Ino, SEC Staff Accountant

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   March 26, 2008   Mr. Steven Koehler Vice President and Controller Schering-Plough Corporation 2000 Galloping Hill Road Kenilworth, NJ  07033
Re: Schering-Plough Corporation
Form 10-K for the Year Ended December 31, 2007 Filed February 29, 2008
 File No. 001-06571

Dear Mr. Koehler:
We have reviewed your filing and have the following comments. We have limited
our review to only your financia l statements and related disclosures and do not intend to
expand our review to other portions of your documents. In our comments, we ask you to
provide us with information to better unde rstand your disclosure. Where a comment
requests you to revise disclosure, the info rmation you provide should show us what the
revised disclosure will look like and identify the annual or quarterly filing, as applicable,
in which you intend to first include it.  If you do not believe that revised disclosure is
necessary, explain the reason in your response.  After reviewing the information
provided, we may raise additional comments and/or request that you amend your filing.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Steven Koehler
Schering-Plough Corporation March 26, 2008 Page 2
 Item7.  Management’s Discussion and Anal ysis of Financial Condition…, page 31

 Liquidity and Financial Resources, page 43

 Contractual Obligations and Off-Ba lance Sheet Arrangements, page 48

1. Since interest obligations re lating to long-term debt appe ar to represent material
future obligations, please revise the tabl e here to include the future interest
payments on this debt.  Also provide us  with your analysis related to the
applicability of the inclusion of the divi dends that you pay related to the preferred
shares.  In addition, quantify in your footnote two the a ggregate potential
milestone payments that have been excl uded from the table and the events that
would trigger these payments.  Refe r to Financial Reporting Release 72.
 Market Risk Disclosure, page 58

 Foreign Currency Exchange Risk, page 58

2. Please revise to quantify the foreign curre ncy risk in one of the three required
formats.  Refer to Item 3- 05(a)(1) of Regulation S-X.

Item 8.  Financial statements and Supplementary Data, page 60
 Notes to Consolidated Financial Statements, page 65

 2.  Acquisition, page 69

3. Please revise to quantify the acquired pa tents and trademarks by product type in
order to better allow an investor to unde rstand the connection between these rights
and the revenues that are generated from the acquired business.
 18.  Segment Information, page 100

 Long-Lived Assets by Geographic Location, page 103

4. Please revise to exclude intangible assets from the table presented here.  Refer to
question 22 in the FASB Implementation Guide to FAS 131.

Mr. Steven Koehler
Schering-Plough Corporation March 26, 2008 Page 3
 Merck/Schering-Plough Cholesterol, Partnershi p Combined Financial Statements, page
117
 Notes to Combined Financial statements, page 128

 2.  Summary of Significant Accounting Policies, page 131

 Concentration of Credit Risk, page 132

5. Please revise to quantify the net sales ma de to each of the three major customers
referenced in this note to the extent th ey exceed 10% of your net revenue, instead
of quantifying it on an aggregate basis.  Refer to paragraph 39 of SFAS 131.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our
comments and provides the requested information.  Detailed letters greatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.

Mr. Steven Koehler
Schering-Plough Corporation March 26, 2008 Page 4
 You may contact Kei Ino, Staff Accountan t, at (202) 551-3659 or Jim Atkinson,
Accounting Branch Chief, at (202) 551- 3674 if you have questions regarding the
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

Mail Stop 6010
  August 21, 2007

Fred Hassan
Chief Executive Officer Schering-Plough Corporation 2000 Galloping Hill Road Kenilworth, NJ 07033
Re: Schering-Plough Corporation  Definitive Proxy Statement
Filed April 20, 2007
 File No. 001-06571
 Dear Mr. Hassan:
We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone  number listed at the end of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.   If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Schering-Plough Corporation
August 21, 2007 Page 2   Compensation Discussion and Analysis, page 24

 1. Please expand your Compensation Discussion and Analysis to include a more specific discussion and analysis of how the applicable elements of your compensation packages are structured and implemented to reflect your named
executive officer's individual performan ce.  Please disclose the elements of
individual performance, both quantit ative and qualitative, and specific
contributions the compensation committee considered in its evaluation, and if applicable, how they were weighted and factored into specific compensation decisions.  Please also expand your discu ssion and analysis of the factors the
committee considered in establishing pe rsonal objectives for Mr. Hassan.  Refer
to Item 402(b)(2)(vii) of Regulation S-K.
 2. Please expand your disclosure to cl arify how the amounts paid under each
element affect decisions regarding the amounts paid or awarded under the other
elements of your compensation progra m.  The Compensation Discussion and
Analysis should explain and place in context how and why determinations with respect to one element may or may not have influenced the Compensation Committee’s decisions with respect to othe r allocated or contemplated awards.
See Item 402(b)(1)(vi) of Regulation S-K.
 3. Your disclosure indicates that you set compensation goals, such as the performance metrics for the annual incentive, for the current fiscal year in the
early part of each year.  Please disclose these items of company performance and how your incentive awards are specifical ly structured around the applicable
performance goals.  See Item 402(b)(2)(v ) and Instruction 2 to Item 402(b).
Please note that qualitative goals generally need to be presented to conform to the
requirements of 402(b)(2)(v).  To the exte nt you believe that disclosure of the
information would result in competitive harm such that the information could be excluded under Instruction 4 to Item 402( b), please provide us with a detailed
explanation supporting your conclusion.   To the extent that it is appropriate to
omit specific targets or performance obj ectives, you are required to provide
appropriate disclosure pursua nt to Instruction 4 to Item  402(b) of Regulation S-K.
Refer also to Question 3.04 of the Item  402 of Regulation S-K Interpretations
available on our website at www.sec.gov
.  In discussing how difficult or likely it
will be for the registrant to achieve the target levels or other factors, you should provide as much detail as necessary wit hout disclosing information that poses a
reasonable risk of competitive harm.
 4. The Compensation Discussion and Analysis  should be sufficiently precise to
capture material differences in compensation policies with respect to individual named executive officers.  In this regar d, we note the significant disparities in
Mr. Hassan’s salary, the amounts paid to  him as non-equity incentive plan

Schering-Plough Corporation
August 21, 2007 Page 3
compensation, and the option award made on May 19, 2006.  Given these disparities, please include a more detailed discussion of how and why the compensation and awards granted to your  chief executive officer differ in all
material respects from the compensation and awards granted to the other named
executive officers.  If polic ies or decisions re lating to a named executive officer
are materially different than those applicab le to the other officers, this should be
discussed on an individualized basis.   Refer to Section II.B.1 of Commission
Release No. 33-8732A.
 5. We note from your disclosure under “Na rrative Information Relating to Summary
Compensation Table and Grants of Plan -Based Awards Tabl e” that the annual
incentive opportunity is based on the competitive pay practices of your Peer
Group, in the case of your chief executive officer, and, in the case of your other
named executive officers, an established percentage of each officer’s base salary, ranging from 60% to 80%.  Please provide  discussion and analysis as to the
reasons why the targeted amounts of annual incentive compensation vary among
your named executive officers.
 Target Total Direct Compen sation Opportunity, page 26

6. We note your disclosure that you have se t the total compensa tion opportunity at
the 75th (or higher) percentile compared to your Peer Group.  Please disclose the
actual percentiles for total compensation, and each benchmarked element of
compensation.  This disclosure should include a discussion of where you target
each element of compensation agains t your Peer Group and where actual
payments fell within the targeted paramete rs.  To the extent actual compensation
was outside of a targeted percentile range, please provi de discussion and analysis
as to why such compensation elements fell outside of the targeted parameters.
 Equity and Other Long-Term Elem ents of Compensations, page 30

 7. Please expand your disclosure to include analysis of how the committee determined actual payouts under the 2006 Stock Incentive Plan.  Although we
note disclosure in the second full para graph on pages 30 and 31 that addresses
general matters relating to forms of comp ensation, please include disclosure that
not only sets forth the amount of equity awarded under the Plan but also provides
substantive analysis and insight into how the committee determined the payout
amounts.  Please also provide a reasonabl y complete description of the specific
factors considered by the Committee in ulti mately approving particular pieces of
each named executive officer’s compensa tion package and describe the reasons
why the Committee believes that the amounts paid to each named executive officer are appropriate in light of th e various items it considered in making
specific compensation decisions.

Schering-Plough Corporation
August 21, 2007 Page 4    Potential Payments Upon Termination or Change of Control, page 48

 8. Please discuss in Compensation Discussi on and Analysis how the arrangements
described in this section f it into your overall compensa tion objectives and strategy
and affect the decisions you made re garding other compensation elements.
 9. We note that the lump sum cash severance payments range from two to three
times the sum of the applicable executiv e’s base salary and annual incentive
compensation, and that the period of time in which the executive has access to
medical and other welfare benefits ranges from two or three year periods.  Please discuss and analyze how these ranges a nd periods were negotiated and how and
why the two or three year periods were agreed to by the company and why they
vary among the named executive officers.
  Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a 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 disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Schering-Plough Corporation August 21, 2007 Page 5
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.
 Please contact me at (202) 551-3635 with any questions.

Sincerely,    Tim Buchmiller Senior Attorney

Mail Stop 6010
  December 17, 2007

Grace K. Lee
Senior Counsel and Deputy Secretary Schering-Plough Corporation 2000 Galloping Hill Road Kenilworth, NJ 07033
Re: Schering-Plough Corporation  Definitive Proxy Statement
Filed April 20, 2007
 File No. 001-06571
 Dear Ms. Lee:
We have completed our review of your executive compensation and related
disclosure and have no further comments at this time.
Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.
If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3635.          S i n c e r e l y ,             T i m  B u c h m i l l e r          S e n i o r  A t t o r n e y

CORRESP
1
filename1.htm

RESPONSE LETTER

[SP Letterhead]

December 14,
2007

Tim
Buchmiller

Senior Attorney

Division of Corporation Finance

U.S. Securities Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:     Schering-Plough
Corporation

Definitive Proxy Statement filed April 20, 2007

Dear Mr. Buchmiller:

          This
letter responds to your letter dated December 5, 2007. On September 21, 2007, we responded to
your initial letter dated August 21, 2007. Set below are each of the comments included in your
December letter and Schering-Plough’s response.

    1.

    We note your responses to prior comments 5, 8 and 9. In
your future filings, as applicable, please confirm that you will
include disclosure that reflects the substance of those responses in
your Compensation Discussion and Analysis.

          In
future proxy filings, we confirm that we will include disclosures that reflect the
substances of our responses made in prior comments 5, 8 and 9 in our Compensation
Discussion and Analysis.

    2.

    We note your response to prior comment 7. As requested by that
comment, please confirm that the Compensation Discussion and Analysis
in your future filings will provide substantive analysis and insight into how
the compensation committee determined the actual amounts awarded to each named
executive officer under each element of your equity and other forms of long-term compensation.

          In
future proxy filings, we confirm that we
will provide substantive analysis and insight into how the Compensation Committee
determined the actual amounts awarded to each named executive officer under each element of our equity of
other forms of long-term compensation in our Compensation Discussion
and Analysis.

          If you have any questions or require additional information,
please call me at (908) 298-7175 or Susan Ellen Wolf,
Corporate Secretary, at (908) 298-7354.

    Sincerely,

/s/ Grace K.
Lee

Grace K.
Lee
Senior Counsel and Deputy Secretary

cc:    Hans Becherer, Compensation
Committee Chair

Fred Hassan, Chairman and CEO

Ira Kay, consultant to the Compensation Committee

Susan Ellen Wolf, Corporate Secretary

2

Mail Stop 6010

 December 5, 2007

Grace K. Lee
Senior Counsel and Deputy Secretary Schering-Plough Corporation 2000 Galloping Hill Road Kenilworth, NJ 07033
Re: Schering-Plough Corporation  Definitive Proxy Statement
Filed April 20, 2007
 File No. 001-06571
 Dear Ms. Lee:
We have reviewed your response letter  dated September 21, 2007 and have the
following comments.  Please respond to our comments by December 19, 2007 or tell us
by that time when you will provide us with a response.  If the comments request revised disclosure in future filings, please confir m in writing that you will comply with the
comments in your future filings and also ex plain to us how you intend to comply.  We
welcome any questions you may have about our comments or any other aspect of our review.  1. We note your response to prior comments 5, 8 and 9.  In your future filings, as
applicable, please confirm that you will include disclosure that reflects the
substance of those responses in your Compensation Discussion and Analysis.
 2. We note your response to prior comment 7.  As requested by that comment,
please confirm that the Compensation Di scussion and Analysis in your future
filings will provide substantive analysis  and insight into how the compensation
committee determined the actual amo unts awarded to each named executive
officer under each element of your equity and other forms of long-term compensation.

Schering-Plough Corporation December 5, 2007 Page 2
If you have any questions, pleas e contact me at (202) 551-3635.
         S i n c e r e l y ,             T i m  B u c h m i l l e r          S e n i o r  A t t o r n e y

CORRESP
1
filename1.htm

RESPONSE LETTER

[SP letterhead]

September 21, 2007

Tim Buchmiller

Senior Attorney

Division of Corporation Finance

U.S. Securities Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Schering-Plough Corporation

Definitive Proxy Statement filed April 20, 2007

Dear Mr. Buchmiller:

          Your letter dated August 21, 2007 to Fred Hassan, Chief Executive Officer, regarding your
limited review of Schering-Plough Corporation’s executive compensation and related disclosure in
its definitive proxy statement was referred to me. I am Senior Counsel and Deputy Secretary in the
Office of the Corporate Secretary, which is responsible for compliance with the federal securities
laws. Set below are each of the comments included in your letter and Schering-Plough’s response.

Compensation Discussion and Analysis, page 24

    1.

    Please expand your Compensation Discussion and Analysis to include a more specific discussion
and analysis of how the applicable elements of your compensation packages are structured and
implemented to reflect your named executive officer’s individual performance. Please disclose
the elements of individual performance, both quantitative and qualitative, and specific
contributions the compensation committee considered in its evaluation, and if applicable, how
they were weighted and factored into specific compensation decisions. Please also expand your
discussion and analysis of the factors the committee considered in establishing personal
objectives for Mr. Hassan. Refer to Item 402(b)(2)(vii) of Regulation S-K.

     Currently, this information is interwoven throughout our discussion of the
compensation elements, in the Executive Summary section of the Compensation Discussion &
Analysis and the Compensation Committee Report. For example, in the Compensation Committee
Report on page 36, we disclose that the

Compensation Committee determined that the CEO’s performance exceeded expectations and
list significant achievements. The desire to retain Mr. Hassan, and the attempts of others
to recruit him, are also discussed in that section, and were factors considered by the
Compensation Committee in designing his compensation. Next year, we will reorganize our
discussion to include a chart showing each element of compensation and indicating whether
individual performance is considered in setting levels on determining payouts.

     As is discussed in the Compensation Committee Report and in the section titled
“History Information About Management and Compensation,” our NEOs, led by Mr. Hassan and
working together with their colleagues who together comprise the Executive Management Team,
have driven a turnaround and made substantial progress on building long-term shareholder
value under the Strategic Action Agenda. These group accomplishments, relative to specific
performance metrics, were the significant accomplishment considered by the Compensation
Committee in assessing decisions about 2006 compensations. We did not believe additional
individual performance (beyond the group contributions that are disclosed) were material to
a reader’s understanding of factors influencing compensation disclosures. However, we
would be happy to discuss with the staff their views should they believe otherwise.

     Next year, we will clearly articulate in the Compensation Discussion and Analysis that
in making each compensation decision, the Compensation Committee of the Board applies its
collective judgment to choose the alternative that it believes is most likely to have a
long-term positive impact on Schering-Plough.

Compensation Discussion and Analysis, page 24

    2.

    Please expand your disclosure to clarify how the amounts paid under each element affect
decisions regarding the amounts paid or awarded under the other elements of your compensation
program. The Compensation Discussion and Analysis should explain and place in context how and
why determinations with respect to one element may or may not have influenced the Compensation
Committee’s decisions with respect to other allocated or contemplated awards. See Item
402(b)(l)(vi) of Regulation S-K.

          The performance goal for each performance-based element of compensation paid out in 2006 or
determined with reference to 2006 performance are disclosed. For 2006 compensation, the payout of
each particular element of performance-based pay was based on the fact that actual performance
exceeded the performance goal and that is disclosed in the proxy statement.

          Other than as explained in this response, the Compensation Committee does not look at other
elements of compensation (e.g., gains on prior equity awards) in

2

establishing other elements of compensation (e.g., health care benefits). If the Committee does,
in the future, consider other factors determining compensation elements based on other elements, we
will disclose that in future proxy statements.

Compensation Discussion and Analysis, page 24

    3.

    Your disclosure indicates that you set compensation goals, such as the performance metrics
for the annual incentive, for the current fiscal year in the early part of each year. Please
disclose these items of company performance and how your incentive awards are specifically
structured around the applicable performance goals. See Item (b)(2)(v) and Instruction 2 to
Item 402(b). Please note that qualitative goals generally need to be presented to conform to
the requirements of 402(b)(2)(v). To the extent you believe that disclosure of the
information would result in competitive harm such that the information could be excluded under
Instruction 4 to Item 402(b), please provide us with a detailed explanation supporting your
conclusion. To the extent that it is appropriate to omit specific targets or performance
objectives, you are required to provide appropriate disclosure pursuant to Instruction 4 to
Item 402(b) of Regulation S-K. Refer also to Question 3.04 of the Item 402 of Regulation S-K
Interpretations available on our website at www.sec.gov. In discussing how difficult or
likely it will be for the registrant to achieve the target levels or other factors, you should
provide as much detail as necessary without disclosing information that poses a reasonable
risk of competitive harm.

          We respectfully contend that Item 402(b)(2) does not require that Schering-Plough disclose the performance metric for current fiscal year. Instruction 2 to Item
402(b) states:

    [t]he Compensation Disclosure and Analysis should also cover actions regarding
executive compensation that were taken after the registrant’s last fiscal year
end. Actions that should be addressed might include, as examples only, the
adoption or implementation or new or modified programs and policies or specific
decision that were made or steps that were taken that could affect a fair
understanding of the named executive officer’s compensation for the last fiscal
year. [emphasis added]

          Instruction 2 clarifies that performance measures for the current fiscal year would only be
required in the case where it is necessary for an understanding for the compensation awarded in the
last fiscal year. We believe that the current year’s goals (for the 2007 annual incentive as well
as for other performance-based elements of compensation where the goals were established in 2007)
are not necessary for an investor to understand the compensation awarded last year.

          We note that our circumstances noted above are unlike a situation where performance metrics
would be radically different in the following fiscal year due to a new

3

plan or program where the new compensation structure would be material to an investor’s fair
understanding of executive compensation for the last fiscal year. In

Schering-Plough’s case, the performance metrics for 2007 are not radically different from those
that related to 2006 compensation and as a result are not, in our view, likely to affect an
investor’s fair understanding of the NEO’s compensation for the last fiscal year.

          Further, we believe we have included the disclosure required by Item 402(b)(2)(v) in our 2007
proxy statement. We provided the performance goal for each performance-based element of pay that
was paid out in 2006 or determined by reference to performance periods ending in 2006. For
example, under our annual incentive plan, we specifically disclose the performance goals for each
NEO to receive a maximum payout: 14% adjusted sales growth and $0.73 consolidated earnings per
share from operations for maximum payout (page 29 in the section titled Sales and Earnings Per
Share under Annual Incentive). We also specifically disclosed actual performance on pages 25 and
29.

Compensation Discussion and Analysis, page 24

    4.

    The Compensation Discussion and Analysis should be sufficiently precise to capture material
differences in compensation policies with respect to individual named executive officers. In
this regard, we note the significant disparities in Mr. Hassan’s salary, the amounts paid to
him as non-equity incentive plan compensation, and the option award made on May 19, 2006.
Given these disparities, please include a more detailed discussion of how and why the
compensation and awards granted to your chief executive officer differ in all material
respects from the compensation and awards granted to the other named executive officers. If
policies or decisions relating to a named executive officer are materially different than
those applicable to the other officers, this should be discussed on an individualized basis.
Refer to Section II.B.1 of Commission Release No. 33-8732A.

          The role of the CEO is substantial at most U.S. companies and this is especially so at
Schering-Plough. As disclosed in the section titled Historical Information About Management and
Compensation:

    •

    Schering-Plough faced serious business, legal and regulatory challenges;

    •

    The Board recruited Mr. Hassan based on his deep experience in the
pharmaceutical industry and with driving turnarounds and transformations;

    •

    Mr. Hassan’s personal reputation allowed Schering-Plough to recruit Mr.
Bertolini, Ms. Cox, Dr. Koestler and Mr. Sabatino, each with deep experience and
each a key member of the Executive Management Team.

4

          As noted in our response to comment 1 above, the new management team as a whole and
individually accomplished significant performance during 2006.

          Mr. Hassan’s compensation in 2006 was higher than the other NEOs because his role as the CEO
and Chairman was, and continues to be, fundamental to strategically directing the turnaround and
leading the financial, operating and cultural direction of Schering-Plough. Mr. Hassan is the only
NEO with prior experience as a Chairman or CEO. He is the only NEO with significant experience
leading other global pharmaceutical companies and other turnarounds and transformations in
research-based global pharmaceutical companies. The Compensation Committee also determined that
his performance in 2006 exceeded expectations. His experience and details of his accomplishments
in 2006 are discussed on pages 34 and 35 of the proxy statement. In future filings, we will
include a statement that this experience and accomplishments account for the differences in his pay
level, as compared to the other NEOs.

          The disparities in the compensation and awards granted to our other NEOs in 2006 did not
result from the application of different policies to individual NEOs, but primarily from
differences in roles, levels of responsibility or seniority. We do not believe that further
information about the disparities are material to an investor’s understanding of executive
compensation for the last fiscal year. Accordingly, we do not think addition disclosure is
necessary or would be appropriate.

Compensation Discussion and Analysis, page 24

    5.

    We note from your disclosure under “Narrative Information Relating to Summary Compensation
Table and Grants of Plan-Based Awards Table” that the annual incentive opportunity is based on
the competitive pay practices of your Peer Group, in the case of your chief executive officer,
and, in the case of your other named executive officers, an established percentage of each
officer’s base salary, ranging from 60% to 80%. Please provide discussion and analysis as to
the reasons why the targeted amounts of annual incentive compensation vary among your named
executive officers.

          All relevant information — including competitive pay information, the executive’s role, the
responsibilities of a particular position, and an individual executive’s experience and
marketability — are taken into account when negotiating the incentive opportunity provided in a
particular NEO’s contract. The level of the annual incentive has been intensely negotiated in each
NEO contract. Among the factors that account for the different percentage opportunities provided
to different executives are an individual NEO’s experience, his or her marketability, the need for
an executive with particular expertise and the fierce competition for executives with deep
pharmaceutical experience.

          In all cases, the Compensation Committee authorizes negotiation with an executive within a
specified range. In Mr. Hassan’s case, the negotiations were conducted by an outside director and
outside counsel. In the case of the other named executives, the negotiations were conducted by
management. After the negotiations

5

concluded, the final compensation package, including the level of annual incentive opportunity,
were approved by the Compensation Committee.

Target Total Direct Compensation Opportunity, page 26

    6.

    We note your disclosure that you have set the total compensation opportunity at the
75th (or higher) percentile compared to your Peer Group. Please disclose the
actual percentiles for total compensation, and each benchmarked element of compensation. This
disclosure should include a discussion of where you target each element of compensation
against your Peer Group and where actual payments fell within the targeted parameters. To the
extent actual compensation was outside of a targeted percentile range, please provide
discussion and analysis as to why such compensation elements fell outside of the targeted
parameters.

          The total compensation opportunity is set to pay at or above the 75th percentile
compared to the Peer Group for superior performance and well below the median for lesser
performance. This is disclosed on page 24, page 26 (under Total Compensation Philosophy) and page
36 (under the Committee’s Objectives in Designing the Compensation System) of the 2007 proxy
statement.

          Due to a lag in the availability of the data, such information about actual compensation was
not available in time to include in the proxy statement. Until this year (under the new rules
regarding executive compensation disclosures), some details about certain of the compensation
instruments were not readily available. And, further analysis and adjustment is still necessary in
comparing the long-term elements of compensation, because, for example, long-term award performance
periods are not synchronized among the peers and different instruments are used. The Compensation
Committee’s compensation consultant reviews data about the actual percentiles of total compensation
against peers when it becomes available. That data, along with other relevant information, is
considered by the Compensation Committee as it applies its judgment to compensation decisions with
the intent of producing the best expected impact on Schering-Plough’s long-term value.

          When available, the data is considered along with all other relevant data in setting future
opportunities.

          Once an opportunity has been established and the

Via Facsimile and U.S. Mail
Mail Stop 6010

                                                                                                July 25, 2007

Mr. Steven Koehler
Vice President and Controller
Schering-Plough Corporation
2000 Galloping Hill Road
Kenilworth, NJ  07033

Re: Schering-Plough Corporation
Form 10-Q for the Quarterly Period Ended March 31, 2007
Filed April 27, 2007
 File No. 001-06571

Dear Mr. Koehler:

 We have completed our review of your  Form 10-Q and have no further comment
at this time.

        S i n c e r e l y ,

Jim Atkinson
Accounting Branch Chief

CORRESP
1
filename1.htm

RESPONSE LETTER

[Schering-Plough Letterhead]

July 10, 2007

Mr. James
Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

US Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:
Schering-Plough Corporation

Form 10-Q for the Quarterly Period Ended March 31, 2007

Dear Mr. Rosenberg:

        Set forth below is Schering-Plough’s response to an oral comment received
from Ms. Kei Ino, of the Staff on June 28, 2007. We have included a summary of
the oral comment for your reference.

SEC
Comment:

Form 10-Q for the Quarterly
Period Ended March 31, 2007

Statements
of Condensed Consolidated Cash Flows, page 2

Comment
1:  The Staff requested that Schering-Plough provide a draft of a
proposed enhanced disclosure for future filings related to the classification
of “Purchase of derivative instruments” as an operating cash flow.

Schering-Plough
Supplemental Response:

The
following is a draft excerpt from note disclosure to the
consolidated financial statements:

OTHER INCOME, NET [In Part]

        In March 2007, as part of an overall risk management strategy and in
consideration of various preliminary financing scenarios associated with the
planned acquisition of Organon BioSciences, Schering-Plough purchased a Euro
denominated currency option (derivative) for US
$130 million. This derivative
did not qualify for hedge accounting in accordance with SFAS 133,
“Derivative Instruments and Financial Hedging Activities,”
as amended. The change in fair
value of this derivative is recognized each period in the Statement
of Condensed
Consolidated Operations. For the three and six month periods ending June
30, 2007, Schering-Plough recognized losses of $X million and $X million on the
mark-to-market of this foreign currency option. The fair value of this currency
option was $X million at June 30, 2007. This derivative is short-term (trading)
in nature and does not hedge a specific financing or investment
transaction. Accordingly, the cash impacts of this derivative have been classified as
operating cash flows in the Statement of Condensed Consolidated Cash Flows.

1

The
following is a draft excerpt of the analysis of operating cash flows from Item 2. Management’s Discussion
and Analysis of Financial
Condition and Results of Operations:

LIQUIDITY AND
FINANCIAL RESOURCES
   Discussion of Cash
Flow [In Part]

   Operating
Activities

        During
March 2007 the company purchased a foreign currency option for $130
million as part of an overall risk management strategy and in consideration of
various preliminary financing scenarios associated with the planned acquisition
of Organon BioSciences. See “Foreign Currency Exchange Risk” included in Item
3. “Quantitative and Qualitative Disclosures about Market Risk,” for additional
information about this foreign currency option. This derivative is short-term
(trading) in nature and does not hedge a specific financing or investment
transaction. Accordingly, the cash impacts of this derivative have been
classified as operating cash flows in the Statement of Condensed Consolidated
Cash Flows.

The
following is a draft excerpt from
Item 3:

Item 3.
Quantitative and Qualitative Disclosures about Market Risk [In Part]

Schering-Plough is exposed to market risk primarily from changes in
foreign currency exchange rates and, to a lesser extent, from interest rates
and equity prices. The impact of currency is more pronounced on products and
businesses that are concentrated in Europe.

Foreign
Currency Exchange Risk

        In March 2007, as part of an overall risk management strategy and in
consideration of various preliminary financing scenarios associated with the
planned acquisition of Organon BioSciences, Schering-Plough entered into an
option contract to mitigate its foreign currency exposure in the event there
was a significant strengthening in the Euro as compared to the U.S. Dollar. At
June 30, 2007 Schering-Plough had an option to purchase 7.7 billion Euro at
$1.38 per Euro expiring on December 31, 2007. At June 30, 2007 a 5 percent
decrease in value of the U.S. dollar as compared to the Euro would have
resulted in an unrealized gain of approximately $X million and a five percent
strengthening of the U.S. dollar as compared to the Euro would have resulted in
an unrealized loss of approximately $X million.

* * * * *

2

        I can be reached at (908) 298-7274, and if I am not available, please
contact Susan Wolf, Corporate Secretary and Associate General Counsel, at (908)
298-7354. Thank you.

Very truly yours,

/s/ Steven H. Koehler

_____________________________

Steven H. Koehler

Vice President and Controller

cc:    Jim Atkinson, SEC Accounting Branch Chief

Kei Ino, SEC Staff Accountant

3

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   June 5, 2007   Mr. Steven Koehler Vice President and Controller Schering-Plough Corporation 2000 Galloping Hill Road Kenilworth, NJ  07033
Re: Schering-Plough Corporation
Form 10-Q for the Quarterly Period Ended March 31, 2007 Filed April 27, 2007
 File No. 001-06571

Dear Mr. Koehler:
We have limited our review of the above f iling to the issue we have addressed in
our comment.  In our comment, we ask you to  provide us with information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-Q for the Quarterly Period Ended March 31, 2007

 Statements of Condensed Consolidated Cash Flows, page 2

 1. Please provide to us your analysis relate d to the decision to report the “Purchase
of derivative instruments” related to the purchase of Organon BioSciences as an
operating cash flow.  Include any referenc es to the specific paragraphs in the
authoritative literature upon which you reli ed that supports this classification.

*    *    *    *

Mr. Steven Koehler
Schering-Plough Corporation June 5, 2007 Page 2
 Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your responses to our
comment and provide the request ed information.  Detailed le tters greatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Kei Ino, Staff Accountan t, at (202) 551-3659 or Jim Atkinson,
Accounting Branch Chief, at (202) 551- 3674 if you have questions regarding the
comment.  Please contact me at ( 202) 551-3679 with any other questions.

 Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

RESPONSE LETTER

[Schering-Plough Letterhead]

June 15, 2007

Mr. James Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

US Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

         Re:

    Schering-Plough Corporation

Form 10-Q for the Quarterly Period Ended March 31, 2007

Dear Mr. Rosenberg:

     Set forth below is Schering-Plough’s response to the Staff’s comment on Schering-Plough’s Form
10-Q for the Quarterly Period Ended March 31, 2007 by letter dated June 5, 2007.

SEC Comment:

Form 10-Q for the Quarterly Period Ended March 31, 2007

Statements of Condensed Consolidated Cash Flows, page 2

    1.

    Please provide us your analysis related to the decision to report the “Purchase of
derivative instruments” related to the purchase of Organon BioSciences as an operating
cash flow. Include any references to the specific paragraphs in the authoritative
literature upon which you relied that supports this classification.

1

Schering-Plough Response:

     In March 2007, Schering-Plough submitted a final and binding offer of approximately 11.0
billion Euros to Akzo Nobel to acquire Organon BioSciences N.V. The parties have committed to
execute a fully negotiated share purchase agreement upon completion of customary consultation
procedures in the Netherlands, including with social partners. The transaction is subject to
certain closing conditions, including regulatory approvals, and is expected to close by the end of
2007. As part of its overall risk management strategy and in consideration of various financing
scenarios, Schering-Plough purchased a Euro denominated currency option (derivative) for US $130
million to mitigate its foreign currency exposure in the event there was a significant
strengthening of the Euro as compared to the US Dollar. It should be noted that the derivative was
not designated as a hedge for accounting purposes and all changes in fair value of the derivative
are recognized each period in the Statement of Operations.

     In analyzing the cash premium paid related to this derivative for proper classification in
the Statement of Condensed Consolidated Cash Flows, management considered paragraphs 15 through 20
of Statement of Financial Accounting Standard No. 95, Statement of Cash Flows, (SFAS 95), which
provides guidance on activities that constitute an investing or financing item. Cash payments for
derivatives are not specifically discussed in the guidance on investing activities in paragraphs 15
through 17, but are discussed in subpart d. of paragraph 20 on financing activities, which states:

“Cash outflows for financing activities are:

Distributions to counterparties of derivative instruments that include
financing elements (other than a financing element inherently included in an
at-the-market derivative instrument with no prepayments) at inception.” [footnote
8a omitted, footnote 8b included herein in parenthesis]

     The company determined that no financing element existed in the derivative since it was a
purchased option with a strike price that was out-of-the money at inception and there were no
prepayments. Therefore, based upon paragraphs 15 through 20 of SFAS 95 management did not believe
it was appropriate to classify the derivative as either an investing or financing activity. In
making this determination management recognized that there is no authoritative literature which
specifically addresses the classification in the cash flow statement of such a premium on a
purchased option.

2

     In addition, management considered footnote 4 to paragraph 14 of SFAS 95, which provides an
exception to classifying an item pursuant to its nature and states, in part:

“Generally, each cash receipt or payment is to be classified
according to its nature without regard to whether it stems from an
item intended as a hedge of another item. For example, the
proceeds of a borrowing are a financing cash inflow even though
the debt is intended as a hedge of an investment, and the purchase
or sale of a futures contract is an investing activity even though
the contract is intended as a hedge of a firm commitment to
purchase inventory. However, cash flows from a derivative
instrument that is accounted for as a fair value hedge or cash
flow hedge may be classified in the same category as the cash
flows from the items being hedged provided that the derivative
instrument does not include an other-than-insignificant financing
element at inception, other than a financing element inherently
included in an at-the-market derivative instrument with no
prepayments (that is, the forward points in an at-the-money
forward contract) and that the accounting policy is disclosed.”

     As previously stated, this derivative was not designated as a hedge for accounting purposes,
therefore these provisions of footnote 4 are not applicable to this derivative contract.
Additionally, as discussed above, no financing element exists in the derivative contract.

     When considering the nature of the cash payment for the derivative, management analyzed the
factors behind the determination of the notional amount and the currency risk that was mitigated by
the derivative. The notional amount of the derivative was approximately 7.7 billion Euros and was
determined based upon preliminary financing scenarios for the acquisition. At the inception and
throughout the duration of the derivative contract, management’s view of this derivative is that,
depending upon market conditions, management may enter into contracts that either fully or
partially offset the notional amount of the derivative. Because of the short duration of the
derivative contract and the possibility of offsetting the notional amount during the contract
period, management considers the derivative analogous to a “trading” security in Statement of
Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity
Securities, (SFAS 115).

3

     Management
considered the possibility of classifying the derivative cash payment as a
financing activity since the notional amount of the derivative was determined based upon
preliminary financing scenarios. Management concluded that the nature
of the cash payment was not a financing activity because (i) the derivative did not contain a financing
element other than the time value of money inherently contained
within the option; (ii) the derivative
was not designated as a hedge; and (iii) there was the possibility the derivative could be terminated
early or economically offset with other derivatives within a short
period of time.

     Management then considered whether the derivative cash payment was an investing activity,
however the fact that the notional amount was determined based upon the preliminary amount of
financing for the transaction (e.g., at the outset the derivative economically mitigated the
principal amount of a forecasted financing amount and not the forecasted business combination) and
the fact that the derivative was purchased primarily for risk mitigation purposes and not as an
investment, led management to conclude that the nature of the cash payment was not an investing
activity.

     Therefore, after considering the nature of the cash payment as well as the absence of any
guidance in SFAS 95 that specifically states that the cash payment should be classified as a
financing or investing activity, management considered paragraph 21 of SFAS 95, which states:

“Operating activities include all transactions and other events
that are not defined as investing or financing activities in
paragraphs 15-20.”

     Additionally, as stated above, management considers the derivative to be analogous to a
trading security and therefore this circumstance warrants an analogy to paragraph 8 of Statement of
Financial Accounting Standards No. 102, Exemption of Certain Enterprises and Classification of Cash
Flows from Certain Securities Acquired for Resale, (SFAS 102), which states, in part:

“Cash receipts and cash payments resulting from purchases and
sales of securities classified as trading securities...shall be
classified as operating cash flows.”

     Based upon this analysis and diversity in practice, management concluded that the cash payment related to this derivative should be classified
as a cash flow from operations. This presentation established the company’s accounting policy for
this type of instrument and related risk management strategy.

4

* * * * *

     We acknowledge that: (1) Schering-Plough Corporation is responsible for the adequacy and
accuracy of the disclosure in the filing; (2) 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 (3) Schering-Plough Corporation 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.

     I can be reached at (908) 298-7274, and if I am not available, please contact Susan Wolf,
Corporate Secretary and Associate General Counsel, at (908) 298-7354. Thank you.

    Very truly yours,

    /s/ Steven H. Koehler

    Steven H. Koehler

    Vice President and Controller

    cc:

    Jim Atkinson, SEC Accounting Branch Chief

Kei Ino, SEC Staff Accountant

5

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   November 29, 2006   Mr. Robert J. Bertolini Executive Vice President and  Chief Financial Officer Schering-Plough Corporation 2000 Galloping Hill Road Kenilworth, NJ, 07033
Re: Schering-Plough Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2005  Filed February 28, 2006
 File No. 001-06571

Dear Mr. Bertolini   We have completed our review of your Form 10-K and have no further comments
at this time.           S i n c e r e l y ,              J i m  A t k i n s o n          A c c o u n t i n g  B r a n c h  C h i e f

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
                                                                November 3, 2006

Mr. James Rosenberg
Senior Assistant Chief Accountant
Division of Corporation Finance
US Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

         Re:   Schering-Plough Corporation
               Form 10-K for the fiscal year ended December 31, 2005

Dear Mr. Rosenberg:

         Set forth below is Schering-Plough's response to an additional oral
comment received from Ms. Tabitha Akins, Staff Accountant, on October 19, 2006
responding to Schering-Plough's response letter dated September 19, 2006. We
have included a summary of the oral comment for your reference.

FORM 10-K -- DECEMBER 31, 2005

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, PAGE 23

CRITICAL ACCOUNTING POLICIES, PAGE 43

REBATES, DISCOUNTS, AND RETURNS, PAGE 44

Comment 1: Provide a draft of a proposed year-end disclosure for rebates,
discounts and returns that incorporates the Staff's prior oral comments in this
area. Specifically, in future filings, use net income to evaluate materiality to
quantitatively disclose updated estimates of amounts recorded in the current
year related to prior year rebates, discounts and return provisions and to
quantitatively disclose the effect of reasonably possible changes in
assumptions.

<PAGE>

Schering-Plough Supplemental Response :

Draft excerpt for Item 7, section entitled "Critical Accounting Policies"

REVENUE RECOGNITION

         The Company's pharmaceutical products are sold to direct purchasers
which include wholesalers, retailers and certain health maintenance
organizations. Price discounts and rebates on sales are provided to federal and
state agencies, other indirect purchasers and other market participants such as
managed care organizations that indemnify beneficiaries of health plans for
their pharmaceutical costs and pharmacy benefit managers.

         The Company recognizes revenue when title and risk of loss pass to the
purchaser and when reliable estimates of the following can be determined:

         i.       commercial discount and rebate arrangements;

         ii.      rebate obligations under certain federal and state
                  governmental programs; and

         iii.     sales returns in the normal course of business.

         When recognizing revenue, the Company estimates and records the
applicable commercial and governmental discounts and rebates as well as sales
returns that have been or are expected to be granted or made for products sold
during the period. These amounts are deducted from sales for that period. If
reliable estimates of these items cannot be made, the Company defers the
recognition of revenue. Estimates recorded in prior periods are re-evaluated as
part of this process.

     Revenue recognition for new products is based on specific facts and
circumstances including estimated demand and acceptance rates from established
products with similar marketing characteristics. Absent the ability to make
reliable estimates of rebates, discounts and returns, the Company would defer
revenue recognition.

<PAGE>

         Product discounts granted are estimated based on the terms of
arrangements with wholesalers, managed-care organizations and government
purchasers and certain market conditions. Rebates are estimated based on sales
and contract terms, historical experience, trend analysis and projected market
conditions in the various markets served. The Company evaluates market
conditions for products or groups of products primarily through the analysis of
third party demand and market research data as well as internally generated
information. Data and information provided by purchasers and obtained from
third parties are subject to inherent limitations as to their accuracy and
validity.

         Sales returns are estimated and recorded based on historical
sales and returns information, analysis of recent wholesale purchase
information, consideration of stocking levels at wholesalers and forecasted
demand amounts. Products that exhibit unusual sales or return patterns due to
dating, competition, including expected generic introductions, or other
marketing matters are specifically investigated and analyzed as part of the
formulation of return reserves.

         The Company's agreements with the major U.S. pharmaceutical
wholesalers address a number of commercial issues, such as product returns,
timing of payment, processing of chargebacks and the quantity of inventory held
by these wholesalers. With respect to the quantity of inventory held by these
wholesalers, these agreements provide a financial disincentive for these
wholesalers to acquire quantities of product in excess of what is necessary to
meet current patient demand. Through the use of these agreements, the Company
expects to avoid situations where the Company's shipments of product are not
reflective of current demand.

REBATES, DISCOUNTS AND RETURNS

         The Company's rebate accruals for Federal and State governmental
programs, including Medicaid and Medicare Part D, at December 31, 2006 and 2005
were $XXX million and $XXX million, respectively. Commercial discounts, returns
and other rebate accruals at December 31, 2006 and 2005 were $XXX million and
$XXX million, respectively. These accruals are established in the period the
related revenue was recognized resulting in a reduction to sales and the
establishment of liabilities, which are included in total current liabilities,
or in the case of returns and other receivable adjustments, an allowance
provided against accounts receivable.

<PAGE>

         In the case of the governmental rebate programs, the Company's payments
involve interpretation of relevant statutes and regulations. These
interpretations are subject to challenges and changes in interpretive guidance
by governmental authorities. The result of such a challenge or change could
affect whether the estimated governmental rebate amounts are ultimately
sufficient to satisfy the Company's obligations. Additional information on
governmental inquiries focused in part on the calculation of rebates is
contained in Note XX, "Legal, Environmental and Regulatory Matters," under Item
8, Financial Statements and Supplementary Data, in this 10-K. In addition, it is
possible that, as a result of governmental challenges or changes in interpretive
guidance, actual rebates could materially exceed amounts accrued.

         The following summarizes the activity in the accounts related to
accrued rebates, sales returns and discounts :

<Table>
<Caption>
                                                                                            YEAR ENDED
                                                                                            DECEMBER 31,
                                                                                         2006          2005
                                                                                      --------      --------
<S>                                                                                   <C>           <C>
Accrued Rebates/Returns/Discounts, Beginning of Period...........................     $    XXX      $    537
                                                                                      --------      --------
Provision for Rebates, current year .............................................          XXX           479
Adjustments to prior-year estimates (1) .........................................          (XX)           --
Payments ........................................................................         (XXX)         (495)
                                                                                      --------      --------
                                                                                            XX           (16)
                                                                                      --------      --------

Provision for Returns, current year .............................................          XXX           116
Adjustments to prior-year estimates .............................................           (X)           --
Returns .........................................................................          (XX)         (167)
                                                                                      --------      --------
                                                                                            XX           (51)
                                                                                      --------      --------

Provision for Discounts, current year ...........................................          XXX           459
Adjustments to prior-year estimates .............................................           --            --
Discounts granted ...............................................................         (XXX)         (407)
                                                                                      --------      --------
                                                                                             X            52
                                                                                      --------      --------
Accrued Rebates/Returns/Discounts, End of Period ................................     $    XXX      $    522
                                                                                      ========      ========
</Table>

     (1) For the year ended December 31, 2006, the adjustments to prior-year
estimates for rebates include amounts resulting from the reversal of the accrued
rebate amounts recorded in 2005 and 2004 for the TRICARE Retail Pharmacy Program
that in August 2006, the U.S. Federal Court of Appeals ruled pharmaceutical
manufacturers are not obligated to pay.

<PAGE>

     In formulating and recording the above accruals, management utilizes
assumptions and estimates that include historical experience, wholesaler data,
the projection of market conditions, the estimated lag time between sale and
payment of a rebate, utilization estimates, and forecasted product demand
amounts as discussed under the critical accounting policy entitled "Revenue
Recognition".

     As part of its review of these accruals, management performs a sensitivity
analysis that considers differing assumptions in its rebate accrual calculation
which are most subject to judgment. A one-percentage point change in
the ratio of rebates to related gross sales would impact net sales and income
before taxes by approximately $XX million in 2006.

         I can be reached at (908) 298-7274, and if I am not available, please
contact Susan Wolf, Corporate Secretary and Associate General Counsel, at (908)
298-7354. Thank you.

Very truly yours,

Steven H. Koehler
Vice President and Controller

cc:  Jim Atkinson, SEC Accounting Branch Chief
     Tabatha Akins, SEC Staff Accountant

</TEXT>
</DOCUMENT>

<DOCUMENT>
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                                                              September 19, 2006

Mr. James Rosenberg
Senior Assistant Chief Accountant
Division of Corporation Finance
US Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

         Re:      Schering-Plough Corporation
                  Form 10-K for the fiscal year ended December 31, 2005

Dear Mr. Rosenberg:

         Set forth below are Schering-Plough's responses to oral comments
received from Ms. Tabatha Akins of the Staff on September 7, 2006. We have
included a summary of the oral comments for your reference.

Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 23
--------------------------------------------------------------------------

Critical Accounting Policies, page 43
-------------------------------------

Rebates, Discounts, and Returns, page 44
----------------------------------------

Comment 1: In future filings, quantitatively disclose updated estimates of
amounts recorded in the current year related to prior year rebates, discounts
and returns provisions, as the Staff believes net income is a more appropriate
measure than net sales for evaluating the materiality of these items. In
addition, in future filings, quantitative disclosure should be made of the
effect on rebates, discounts and returns of reasonably possible changes in
assumptions.

Schering-Plough Response: In preparing future SEC filings, as it relates to
rebates, discounts and returns, the company will specifically use net income in
determining materiality for purposes of determining whether to disclose the
effect of changes in accounting estimates of prior year amounts. In addition, in
future filings, the company will quantitatively disclose the result of using
other reasonably likely assumptions in determining the rebates, discounts and
returns accruals to the extent such results materially differ from recorded
amounts.

<PAGE>

Financial Statements
--------------------

Income Taxes, page 62
---------------------

Comment 2: Schering-Plough has requested confidential treatment of the response
to Comment 2 under Rule 83. A supplemental response letter has been filed
separately with the Commission.

         I can be reached at (908) 298-7274, and if I am not available, please
contact Susan Wolf, Corporate Secretary and Associate General Counsel, at (908)
298-7354. Thank you.

                                                 Very truly yours,

                                                 Steven H. Koehler
                                                 Vice President and Controller

cc:      Jim Atkinson, SEC Accounting Branch Chief
         Tabatha Akins, SEC Staff Accountant

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                                            July 31, 2006

Mr. James Rosenberg
Senior Assistant Chief Accountant
Division of Corporation Finance
US Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

     Re:  Schering-Plough Corporation
          Form 10-K for the fiscal year ended December 31, 2005

Dear Mr. Rosenberg:

     In my role as Vice President, Controller and Chief Accounting Officer of
Schering-Plough Corporation your July 26, 2006 letter was referred to me for
response. Set forth below are each of the comments included in your letter and
the Company's response.

SEC Comment 1:
--------------

Form 10-K - December 31, 2005
-----------------------------

Management's Discussion and Analysis of Financial Condition and Results of
--------------------------------------------------------------------------
Operations, page 23
-------------------

Liquidity and Financial Resources, page 36
------------------------------------------

Contractual Obligations, page 39
--------------------------------

     1.   Please provide to us in disclosure-type format the aggregate amount of
          the potential milestone payments discussed in footnote (2) that will
          potentially be paid out along with a discussion of the events that
          will result in payments made.

                                                                               1
<PAGE>

Schering-Plough Response 1:
---------------------------

Schering-Plough's milestone payments under research contracts with third parties
are contingent on the achievement of development or regulatory milestones. As
such, these obligations do not meet the criteria for inclusion in the
Contractual Obligations table as the achievement of the milestones are not fixed
and determinable. In cases where the research does not bring a pharmaceutical
compound from the discovery phase to the commercial phase, such payments will
not occur at all.

At December 31, 2005, the amounts that were reasonably likely to be paid under
all research milestone agreements were less than $50 million. Accordingly,
individually or in the aggregate, these amounts were not material to
Schering-Plough's financial statements or understanding Schering-Plough's
financial condition over the forward looking periods required to be considered
in Management Discussion & Analysis (MD&A). In future filings, if research
milestones were to be material to periods covered by the MD&A, specific
disclosures would be included in the MD&A.

SEC Comment 2:
--------------

Critical Accounting Policies, page 43
-------------------------------------

Rebates, Discounts, and Returns, page 44
----------------------------------------

     2.   Please provide to us in disclosure-type format a revised discussion of
          these estimates that includes the following:

          o    The factors that you consider in estimating each accrual such as
               historical return of products, levels of inventory in the
               distribution channel, estimated remaining shelf life, price
               changes from competitors and introductions of generics and/or new
               products.

          o    The effect that could result from using other reasonably likely
               assumptions than what you used to arrive at your estimate of each
               accrual as of the latest balance sheet date presented such as a
               range of reasonably likely amounts or other type of sensitivity
               analysis.

          o    For your "provision" line item amounts, please include amounts
               for each presented for both the current year and previous years.
               For the actual "Payments," "Returns," and "Discounts granted"
               line items, include the amounts related to both sales in the
               current period and sales from previous periods.

                                                                               2
<PAGE>

Schering-Plough Response 2:
---------------------------

As disclosed in Critical Accounting Policies, Revenue Recognition, the factors
considered in estimating accruals for rebates, discounts and returns include:
historical experience, inventory levels at distributors, forecasted demand
amounts and other relevant market conditions, including prices charged by
competitors and introductions of new products.

As part of the Company's quarterly accrual process, an analyses of rebate and
return accruals using other reasonably likely assumptions, including sensitivity
on key assumptions such as trade inventory levels, estimates of utilization
under government and managed care rebate programs, and forecasted demand is
prepared. If a range of reasonably likely amounts is materially different than
recorded accruals, such disclosure would be made in our Critical Accounting
Policy for Rebates, Discounts and Returns.

Estimates from prior periods are re-evaluated each reporting period and actual
amounts paid related to rebate, discounts and return accruals have not differed
materially from estimated amounts. For the years ended December 31, 2005 and
2004, adjustments to these balances related to prior years represented less than
0.4 % of Schering-Plough's reported net sales, which management believes is not
material for disclosure.

SEC Comment 3:
--------------

Financial Statements
--------------------

5. Income Taxes, page 62
------------------------

     3.   In the last paragraph on page 64, you discuss certain tax contingency
          accruals that you have made. Please provide to us an explanation in
          disclosure-type format that indicates the amounts that you recorded
          related to these accruals and a chronology of the facts and
          circumstances that led to them being recorded.

Schering-Plough Response 3:
---------------------------

Schering-Plough has requested confidential treatment of the response to Comment
3 under Rule 83. A supplemental response letter has been filed separately with
the Commission.

                                                                               3
<PAGE>

SEC Comment 4:
--------------

17. Segment Information, page 78
--------------------------------

     4.   Please provide to us in disclosure-type format a revised discussion
          that clearly discloses in which segment you recorded the "Equity
          income from cholesterol joint venture." Refer to paragraph 27(g) of
          SFAS 131.

Schering-Plough Response 4:
---------------------------

Schering-Plough included the following disclosure in Note 13. Segment Data of
the June 30, 2006 10-Q:

     Schering-Plough's net sales do not include sales of VYTORIN and ZETIA that
     are marketed in the partnership with Merck, as the Company accounts for
     this joint venture under the equity method of accounting (see Note 3,
     "Equity Income From Cholesterol Joint Venture," for additional
     information). The Prescription Pharmaceuticals segment includes equity
     income from the joint venture.

The Company will continue to make this disclosure in future filings.

     We acknowledge that: (1) Schering-Plough Corporation is responsible for the
adequacy and accuracy of the disclosure in the filing; (2) 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 (3)
Schering-Plough Corporation 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.

     I can be reached at (908) 298-7274, and if I am not available, please
contact Susan Wolf, Corporate Secretary and Associate General Counsel, at (908)
298-7354. Thank you.

                                            Very truly yours,

                                            Steven H. Koehler
                                            Vice President and Controller

cc:  Jim Atkinson, SEC Accounting Branch Chief
     Tabatha Akins, SEC Staff Accountant

                                                                               4
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Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   July 26, 2006   Mr. Robert J. Bertolini Executive Vice President and  Chief Financial Officer Schering-Plough Corporation 2000 Galloping Hill Road Kenilworth, NJ, 07033
Re: Schering-Plough Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2005  Filed February 28, 2006
 File No. 001-06571

Dear Mr. Bertolini
We have limited our review of your filing to those issues we have addressed in
our comments.  In our comments, we ask you to  provide us with information so we may
better understand your disclosure.  Please be as de tailed as necessary in  your explanation.
After reviewing this information, we may raise additional comments.    Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K – December 31, 2005

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23
 Liquidity and Financial Resources, page 36

 Contractual Obligations, page 39

 1. Please provide to us in disclosure-typ e format the aggregate amount of the
potential milestone payments discussed in  footnote (2) that will potentially be

Mr. Robert J. Bertolini
Schering-Plough Corporation July 26, 2006 Page 2
 paid out along with a discussion of the ev ents that will result in the payments
being made.
 Critical Accounting Policies, page 43

 Rebates, Discounts, and Returns, page 44

 2. Please provide to us in disclosure-typ e format a revised discussion of these
estimates that includes the following:
• The factors that you consider in estima ting each accrual such as historical
return of products, levels of inventor y in the distribution channel, estimated
remaining shelf life, price changes from competitors and introductions of generics and/or new products.
• The effect that could result from usi ng other reasonably likely assumptions
than what you used to arrive at your es timate of each accrual as of the latest
balance sheet date presented such as a range of reasonably likely amounts or
other type of sensitivity analysis.
• For your “provision” line item amount s, please include amounts for each
presented for both the current year an d previous years.   For the actual
“Payments,” “Returns,” and “Discoun ts granted” line items, include the
amounts related to both sales in the cu rrent period and sales from previous
periods.
 Financial Statements

5.  Income Taxes, page 62
 3. In the last paragraph on page 64, you discu ss certain tax contingency accruals that
you have made.  Please provide to us an e xplanation in disclosure-type format that
indicates the amounts that you recorded related to thes e accruals and a chronology
of the facts and circumstances th at led to them being recorded.
 17.  Segment Information, page 78

 4. Please provide to us in disclosure-type format a revised discussion that clearly
discloses in which segment you recorded the “Equity income from cholesterol
joint venture.”  Refer to paragraph 27(g) of SFAS 131.

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.   Please furnish a letter that keys your responses to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please file your letter on EDGAR under the form type label CORRESP.

Mr. Robert J. Bertolini
Schering-Plough Corporation July 26, 2006 Page 3
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Tabatha Akins, Sta ff Accountant, at (202) 551-3658, or Jim
Atkinson, Accounting Branch Chief, at (202)  551-3674 if you have questions regarding
the comments.  In this regard, do not he sitate to contact me, at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant

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                          [Schering-Plough Letterhead]

April 22, 2005

Cecilia D. Blye
Chief, Office of Global Security Risk
United States Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

            RE:   FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
                  FILE NO. 1-6571

Dear Ms. Blye:

      Your letter dated March 25, 2005 (received on April 4, 2005) to Fred
Hassan, Chief Executive Officer, inquiring about the extent and materiality of
any operations in Iran, was referred to me. I am senior counsel in the Office of
the Corporate Secretary, which is responsible for compliance with the federal
securities laws.

      Schering-Plough Limited (Iran), an indirect wholly owned subsidiary of
Schering-Plough Corporation (the "Company"), is a company organized under the
laws of Iran and has been dormant for many years. The Company recently conducted
a thorough review of the activities of Schering-Plough Limited (Iran) over the
past five years, and based upon that review is not aware of any commercial
activities by the Iranian affiliate. The Company currently maintains the status
of the Iranian subsidiary due to the potential legal barriers and costs of
reestablishing an entity in the event that U.S. sanctions against Iran are
lifted in the future and trade becomes permissible.

      The Company is committed to business integrity and has developed Standards
of Global Business Practices, which apply to all employees of Schering-Plough
Corporation and its subsidiaries worldwide (collectively the "affiliates"). The
Company recognizes that Iran is subject to U.S. trade and economic sanctions.
The Company has in place a comprehensive trade sanctions compliance program with
the goal of ensuring adherence to the applicable requirements of U.S. laws and
regulations including the U.S. sanctions against Iran. As part of this program,
the Company's International Law Group within the Law Department provides
guidance to the Company's U.S. and non-U.S. affiliates to assist the affiliates
in compliance with
<PAGE>
Cecilia D. Blye
Chief, Office of Global Security Risk
April 22, 2005

                                      -2-

all elements of U.S. foreign trade controls and to help ensure that any proposed
transactions with Iran by any non-U.S. affiliates fully comply with U.S. foreign
trade controls.

      The Company is aware that certain affiliates conduct business -- sales of
human prescription or over-the-counter medical products and sales of animal
health products -- with Iran. We believe these transactions do not involve any
prohibited involvement of U.S. persons, do not involve any prohibited use of
U.S. materials or technology, and, alone or in the aggregate, are not material.

      The Company does not believe that the sales to Iran constitute a material
investment risk to the Company's security holders. Sales to Iran are immaterial
to the Company. The Company and its affiliates are in compliance with U.S. laws
and regulations. Further, the Company does not believe there is any risk of
reputational damage in conducting sales to Iran to the extent allowed by U.S.
law. The Company's security holders are familiar with the Company's commitment
to improving the health and well-being of people around the world. Sales of
animal health products to Iran include vaccines for diseases in poultry and
cattle, which are important in providing a safe and adequate food supply. Sales
of human medical products include lifesaving prescription drugs and other drug
therapies that serve important medical needs in Iran. The Company does not
believe that the extension of its commitment to the people of Iran will have any
impact on its reputation or share price.

      If you have any questions or require additional information, please call
me at (908) 298-7355 or Susan Ellen Wolf, Corporate Secretary, at (908)
298-7354.

                                          Sincerely,

                                          Kara A. Sandler
                                          Senior Counsel, Corporate Law

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      March 25, 2005

Via U.S. Mail

Fred Hassan
Chief Executive Officer
Schering-Plough Corporation
2000 Galloping Hill Road
Kenilworth, N.J.

RE:		Schering-Plough Corporation
      Form 10-K for the fiscal year ended December 31, 2004
		File No. 1-6571

Dear Mr. Hassan:

      We have limited our review of your Form 10-K to disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and will make no further review of
the
Form 10-K.  Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues.  At this juncture, we are asking you to provide us with
supplemental information, so that we may better understand your
disclosure.  Please be as detailed as necessary in your response.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General -

We note that in Exhibit 21 to the Company`s 10-K for the fiscal
year
ended December 31, 2004, the Company lists an Iranian subsidiary
named Schering-Plough Limited.  In light of the fact that Iran has
been identified by the U.S. State Department as a state sponsor of
terrorism, and is subject to economic sanctions administered by
the
U.S. Treasury Department`s Office of Foreign Assets Control,
please
describe for us the extent of the Company`s operations in Iran;
the
materiality to the Company of any operations in Iran; and your
view
as to whether those operations constitute a material investment
risk
for your security holders.  In preparing your response please
consider that evaluations of materiality should not be based
solely
on quantitative factors, but should include consideration of all
factors, including the potential impact of corporate activities
upon
a company`s reputation and share value, that a reasonable investor
would deem important in making an investment decision.

Closing

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 942-7896 if you have any questions about the comment or
our
review.  You may also contact me at (202) 942-7817.

								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Jeffrey Riedler
		Assistant Director
		Division of Corporation Finance

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