On September 17, 2009, pursuant to that Share Purchase Agreement, dated as of July 29, 2009, as amended (the "Share Purchase Agreement"), by and among sanofi-aventis, a société anonyme organized under the laws of France ("sanofi-aventis"), Merck & Co., Inc., a New Jersey corporation ("Merck"), Merck SH Inc., a Delaware corporation, and Merck Sharp & Dohme (Holdings) Limited, an English limited company (together with Merck SH Inc., the "Merck Subsidiaries"), the Merck Subsidiaries sold to Aventis, Inc., a subsidiary of sanofi-aventis, and Aventis, Inc. purchased from the Merck Subsidiaries, Merck's fifty percent equity interest in Merial Limited, an English private company and a Delaware limited liability company ("Merial"), for $4 billion in cash. In connection with the sale, the Master Merial Venture Agreement, dated as of May 23, 1997, as amended from time to time, by and among Rhône-Poulenc S.A., Institut Mérieux S.A., Rhône-Mérieux S.A., Merck, Merck SH Inc. and Merial, was terminated pursuant to that certain Termination Agreement, dated as of September 17, 2009 (the "Termination Agreement"), by and among Merck, the Merck Subsidiaries, sanofi-aventis, sanofi 4, a société en nom collectif organized under the laws of France, and Merial. Copies of the Share Purchase Agreement and the Termination Agreement are attached hereto as Exhibit 2.1 and Exhibit 10.1, respectively, the terms of which are incorporated herein by reference.

On September 18, 2009, Merck and sanofi-aventis issued a joint press release announcing the completion of the transaction contemplated by the Share Purchase Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits.

Number Description

2.1    Share Purchase Agreement, dated as of July 29, 2009, by and among Merck &
       Co., Inc., Merck SH Inc., Merck Sharp & Dohme (Holdings) Limited and
       sanofi-aventis (incorporated by reference to the Current Report on Form
       8-K filed by Merck & Co., Inc. on July 31, 2009).

10.1   Termination Agreement, dated as of September 17, 2009, by and among Merck
       & Co., Inc., Merck SH Inc., Merck Sharp & Dohme (Holdings) Limited,
       sanofi-aventis, sanofi 4 and Merial Limited.

99.1   Joint Press Release, dated September 18, 2009.