EXHIBIT 99.1
JANUARY 25, 2008 - FREQUENTLY ASKED QUESTIONS AND ANSWERS - (FAQS)
FROM TIME TO TIME, INVESTOR RELATIONS WILL PROVIDE FAQS ON VARIOUS
TOPICS OF INTEREST. THE FOLLOWING IS A COMPILATION OF RECENT FAQS
RELATED TO THE ENHANCE TRIAL AND OTHER ITEMS.
Q NOW THAT SCHERING-PLOUGH IS APPROACHING THE 60-DAY POINT ON ITS
INTEGRATION PROCESS AFTER ACQUIRING ORGANON BIOSCIENCES. HOW IS THE
INTEGRATION PROGRESSING?
A The integration is progressing well. An over-arching integration plan
is in place and the Company is on track with its plan. A general
organizational structure has been approved and is being implemented
over a period of several months. The General Managers, Finance
Directors, and HR heads for our Human Rx business have been announced,
and additional appointments for country leadership teams are in
progress.
The General Managers for our combined Animal Health business will be
announced in the coming weeks.
Q WHEN WILL THE PURCHASE ACCOUNTING IMPLICATIONS OF THE ACQUISITION BE
DISSEMINATED?
A An 8-K/A was filed on January 22, 2008 with updated pro forma
financials through September 2007. Additional details will be
disclosed on Q4 earnings call and in the 2007 10-K.
Q WHY IS SCHERING-PLOUGH REPORTING 4Q RESULTS LATER THAN MERCK?
A The earnings release is scheduled for a later date than usual to allow
time to properly prepare consolidated financial results reflecting
technical "purchase accounting" adjustments for the November 2007
acquisition of Organon BioSciences N.V.
Q WHEN WAS THE SCHERING-PLOUGH CEO INFORMED OF THE TOP LINE RESULTS OF ENHANCE?
A Fred Hassan was informed on January 10, 2008 at 8:00 a.m by Tom
Koestler, the head of Schering-Plough Research Institute.
Q WHEN WERE THE EXECUTIVE VICE PRESIDENTS INFORMED ABOUT THESE TOP LINE RESULTS?
A Certain other members of the company's senior leadership team were
informed of the top line results of ENHANCE as part of a
pre-determined process.
Tom Koestler, EVP, on January 7, 2008 at 2:00 p.m.
Tom Sabatino, EVP, on January 10, 2008 at 8:00 a.m.
Carrie Cox, EVP, on January 10, 2008 at 8:30 a.m.
Bob Bertolini, EVP, on January 10, 2008 at 9:00 a.m.
Q WHY DID THE MERCK/SCHERING-PLOUGH-SPONSORED ENHANCE TRIAL TAKE SO LONG TO
COMPLETE?
A These challenges are described in a press release and chronology issued
by Merck/Schering-Plough on January 25, 2008 (Click here
Schering-Plough - News and Media - News Releases).
Q DID FRED HASSAN SELL STOCK IN 2006 OR SINCE?
A No. Fred Hassan's December 2006 transaction did not involve any sale of
Schering-Plough stock. It was his only disposition of stock since being
named Chairman and CEO in 2003.
As noted on the SEC Form 4 dated December 4, 2006, shares were withheld
(and retained to the Company) to satisfy tax withholding obligations on
stock awards which vested at that time.
The stock awards had been granted in 2003 and the vesting date was set
by the Compensation Committee of the Board at the time of grant, so
Fred Hassan had no control over the transaction date.
Other executives who have had shares withheld to satisfy tax
withholding obligations from 2006 through today, but had no sales or
other dispositions of Schering-Plough securities are Robert Bertolini,
Thomas Koestler and Thomas Sabatino.
Q WHAT PROCESSES DOES SCHERING-PLOUGH USE TO HELP EXECUTIVES COMPLY WITH FEDERAL
SECURITIES LAWS?
A Schering-Plough uses a number of overlapping processes.
First, when someone is elected as an executive officer, they are
trained on federal securities laws about trading and reporting stock
transactions.
Second, executive officers, as well as other members of the Operations
Management Team and other employees are subject to window period
trading restrictions.
Third, Schering-Plough institutes specific trading blackout periods
when executives and certain other employees are told material
non-public information. Schering-Plough's Corporate Secretary
instituted such a blackout on December 21, 2008, 10 days before the
unblinding of the ENHANCE trial. The blackout period has remained in
effect for the identified executives and employees.
Fourth, executive officers are instructed to pre-clear every
transaction in Schering-Plough securities with one of the Company's
securities lawyers. During the pre-clearance discussion, the lawyer
reviews the window period and any applicable blackout period, and
confirms that the executive requesting pre-clearance does not have
access to any material non-public information.
Last, executive officers and the Company's Controller are subject to
SEC reporting of transactions in Schering-Plough securities on SEC Form
4 which is available to the public upon filing. (Click here to link to
the Company's SEC filings.) Once a year, the Corporate Secretary's
staff obtains representations from these officers confirming that all
required reports have been filed.
Schering-Plough's Corporate Secretary has confirmed that to the
Company's knowledge all executive officers who have had any
transactions in Schering-Plough securities have followed these
procedures, including Carrie Cox for the transactions that have been
reported in the press.
Q HAS SCHERING-PLOUGH'S CORPORATE SECRETARY CONFIRMED THAT MS. CARRIE
COX' TRANSACTIONS IN SCHERING-PLOUGH SECURITIES WERE CONDUCTED IN
ACCORDANCE WITH THESE PROCEDURES?
A Yes, Susan Wolf, Schering-Plough's senior securities lawyer has
confirmed that she pre-cleared these transactions and that Ms. Cox
followed Schering-Plough's procedures.
DISCLOSURE NOTICE: The information in this frequently asked questions
document includes certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995,
including statements relating to the ENHANCE clinical trial and its
presentation. Forward-looking statements relate to expectations or
forecasts of future events. Schering-Plough does not assume the
obligation to update any forward-looking statement. Many factors could
cause actual results to differ materially from Schering-Plough's
forward-looking statements, including market forces, economic factors,
product availability, patent and other intellectual property
protection, current and future branded, generic or over-the-counter
competition, the regulatory process, and any developments following
regulatory approval, among other uncertainties. For further details
about these and other factors that may impact the forward-looking
statements, see Schering-Plough's Securities and Exchange Commission
filings, including Part II, Item 1A. "Risk Factors" in the
Schering-Plough's third quarter 2007 10-Q.