Exhibit 24.3
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Celia A. Colbert and Bruce N. Kuhlik, and each of them severally, to be his or her true and lawful attorney or attorneys and agent or agents to execute on behalf of the undersigned (whether on behalf of Merck & Co., Inc., or as an officer or director thereof, or by attesting the seal of the Company, or otherwise) a Registration Statement and any and all amendments (including post-effective amendments) and all documents relating thereto, and to file the same with all relevant exhibits or documents with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of:
Deferred compensation obligations which may be issued under the:
| • | The MSD Deferral Program, as amended and restated; |
As well as an indeterminate number of plan interests under each of the:
| • | The MSD Employee Savings and Security Plan, as amended; |
| • | The MSD Employee Stock Purchase and Savings Plan, as amended; and |
| • | The MSD Puerto Rico Employee Savings and Security Plan, as amended |
As well as shares of Common Stock of Merck & Co., Inc. which may be purchased under the following plans which are grouped together on a single Registration Statement on Form S-8:
| • | The MSD 2007 Incentive Stock Plan, as amended and restated; |
| • | The Merck & Co., Inc. 2006 Non-Employee Directors Stock Option Plan, as amended and restated; |
| • | The MSD 2004 Incentive Stock Plan, as amended; |
| • | The MSD 2001 Incentive Stock Plan as amended; |
| • | The MSD 1996 Incentive Stock Plan, as amended; |
| • | The Merck & Co., Inc. 2001 Non-Employee Directors Stock Option Plan, as amended; |
| • | The Merck & Co., Inc. 1996 Non-Employee Directors Stock Option Plan, as amended; |
| • | The Rosetta Inpharmatics, Inc. 2000 Stock Plan; and |
| • | The Rosetta Inpharmatics, Inc. 1997 Stock Plan. |
Each of Celia A. Colbert and Bruce N. Kuhlik, as listed above as attorney and agent are to act separately, unless otherwise expressly specified herein. This Power of Attorney may be executed in counterparts and all such duly executed counterparts shall together constitute the same instrument. Notwithstanding anything to the contrary contained herein, this Power of Attorney is limited to the powers granted as described above and does not grant the attorneys and agents the authority to spend each of the undersigned’s money or sell or dispose of each of the undersigned’s property.
Additional Provisions
The following additional provisions apply separately to each of the undersigned herein:
Except as otherwise specifically provided herein, the Power of Attorney granted herein shall not in any manner revoke in whole or in part any other power of attorney that the undersigned previously has executed, whether individually, or in a representative or any other capacity.
This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, individually or in a representative or in any other capacity, unless such subsequent power specifically states that the instrument is intended to revoke (i) this particular instrument by specific reference; (ii) all prior specific powers of attorney; or (iii) all prior powers of attorney.
The “CAUTION TO THE PRINCIPAL” AND “IMPORTANT INFORMATION FOR THE AGENT” statements below are required under the New York General Obligations Law:
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority.
When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public.
You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.
You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.
Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.
The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites,www.senate.state.ny.us orwww.assembly.state.ny.us.
If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.
IMPORTANT INFORMATION FOR THE AGENT:
When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must: (1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest; (2) avoid conflicts that would impair your ability to act in the principal’s best interest; (3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law; (4) keep a record or all receipts, payments, and transactions conducted for the principal; and (5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).
You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.
Liability of agent:
The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, this instrument has been duly executed as of the28th day ofOctober 2009, to be effective at the effective time of the transactions contemplated by that certain Agreement and Plan of Merger, dated March 8, 2009, as amended by and among Merck Sharp & Dohme Corp. (formerly Merck & Co., Inc.), Merck & Co., Inc. (formerly Schering-Plough Corporation), SP Merger Subsidiary One, and SP Merger Subsidiary Two.
/s/ Thomas H. Glocer |
Thomas H. Glocer |
Director |
| State ofNew York) | ||||
| County of Rockland) ss.: | ||||
On the28th day ofOctober in the year before me, the undersigned, personally appearedThomas H. Glocer, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Lilibeth Oquendo |
| Signature and Office of individual taking acknowledgment |
[notary stamp]
IN WITNESS WHEREOF, this instrument has been duly executed as of the27th day ofOctober 2009, to be effective at the effective time of the transactions contemplated by that certain Agreement and Plan of Merger, dated March 8, 2009, as amended by and among Merck Sharp & Dohme Corp. (formerly Merck & Co., Inc.), Merck & Co., Inc. (formerly Schering-Plough Corporation), SP Merger Subsidiary One, and SP Merger Subsidiary Two.
/s/ Steven F. Goldstone |
Steven F. Goldstone |
Director |
| State ofNew York) | ||
| County of New York) ss.: | ||
On the27th day ofOctober in the year before me, the undersigned, personally appearedSteven F. Goldstone, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Carolyn J. Ulsh |
| Signature and Office of individual taking acknowledgment |
[notary stamp]
IN WITNESS WHEREOF, this instrument has been duly executed as of the26th day ofOctober 2009, to be effective at the effective time of the transactions contemplated by that certain Agreement and Plan of Merger, dated March 8, 2009, as amended by and among Merck Sharp & Dohme Corp. (formerly Merck & Co., Inc.), Merck & Co., Inc. (formerly Schering-Plough Corporation), SP Merger Subsidiary One, and SP Merger Subsidiary Two.
/s/ William B. Harrison, Jr. |
| William B. Harrison, Jr. |
| Director |
State of New York)
County of New York) ss.:
On the26th day ofOct 2009 in the year before me, the undersigned, personally appearedWilliam B. Harrison, Jr., personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Anthony J. Horan |
| Signature and Office of individual taking acknowledgment |
[notary stamp]
IN WITNESS WHEREOF, this instrument has been duly executed as of the26th day ofOctober 2009, to be effective at the effective time of the transactions contemplated by that certain Agreement and Plan of Merger, dated March 8, 2009, as amended by and among Merck Sharp & Dohme Corp. (formerly Merck & Co., Inc.), Merck & Co., Inc. (formerly Schering-Plough Corporation), SP Merger Subsidiary One, and SP Merger Subsidiary Two.
/s/ Rochelle B. Lazarus |
| Rochelle B. Lazarus |
| Director |
State of New York)
County of New York) ss.:
On the26th day ofOctober 2009 in the year before me, the undersigned, personally appearedRochelle B. Lazarus, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Julian Ham |
| Signature and Office of individual taking acknowledgment |
[notary stamp]
IN WITNESS WHEREOF, this instrument has been duly executed as of the26th day ofOctober 2009, to be effective at the effective time of the transactions contemplated by that certain Agreement and Plan of Merger, dated March 8, 2009, as amended by and among Merck Sharp & Dohme Corp. (formerly Merck & Co., Inc.), Merck & Co., Inc. (formerly Schering-Plough Corporation), SP Merger Subsidiary One, and SP Merger Subsidiary Two.
/s/ Anne M. Tatlock |
| Anne M. Tatlock |
| Director |
State ofNew York)
County ofNew York) ss.:
On the26th day ofOctober in the year before me, the undersigned, personally appearedAnne M. Tatlock, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Carolyn J. Ulsh |
Signature and Office of individual taking acknowledgment
[notary stamp]
IN WITNESS WHEREOF, this instrument has been duly executed as of the23rd day ofOctober 2009, to be effective at the effective time of the transactions contemplated by that certain Agreement and Plan of Merger, dated March 8, 2009, as amended by and among Merck Sharp & Dohme Corp. (formerly Merck & Co., Inc.), Merck & Co., Inc. (formerly Schering-Plough Corporation), SP Merger Subsidiary One, and SP Merger Subsidiary Two.
/s/ Wendell P. Weeks |
| Wendell P. Weeks |
| Director |
State ofNew York)
County ofSteuben) ss.:
On the23rd day ofOctoberin the year before me, the undersigned, personally appearedWendell P. Weeks, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Brenda J. Ribble |
Signature and Office of individual taking acknowledgment
[notary stamp]
I,Celia A. Colbert, have read the foregoing Power of Attorney. I am a person identified therein as agent for the principal named therein. I acknowledge my legal responsibilities.
| Agent signs here: ==> | /s/ Celia A. Colbert |
State ofNew Jersey)
County ofHunterdon) ss.:
On the30th day ofOctober in the year before me, the undersigned, personally appearedCelia A. Colbert, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Kim Horvath |
Signature and Office of individual taking acknowledgment
[notary stamp]
I,Bruce N. Kuhlik, have read the foregoing Power of Attorney. I am a person identified therein as agent for the principal named therein. I acknowledge my legal responsibilities.
| Agent signs here: ==> | /s/ Bruce N. Kuhlik |
State ofNew Jersey)
County ofHunterdon) ss.:
On the30th day ofOctober in the year before me, the undersigned, personally appearedCelia A. Colbert, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Kim Horvath |
Signature and Office of individual taking acknowledgment
[notary stamp]