8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2007

SCHERING-PLOUGH CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New Jersey	1-6571	22-1918501
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

2000 Galloping Hill Road
Kenilworth, NJ 07033
(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (908) 298-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement
	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-1.1: UNDERWRITING AGREEMENT
EX-4.1: FOURTH SUPPLEMENTAL INDENTURE
EX-5.1: OPINION OF MCCARTER & ENGLISH LLP
EX-10.1: SHARE PURCHASE AGREEMENT
EX-99.1: PRESS RELEASE

Item 1.01. Entry into a Material Definitive Agreement

As contemplated by the final and binding offer letter signed on March 12, 2007, Schering-Plough Corporation (“Schering-Plough”) entered into a share purchase agreement (the “Purchase Agreement”), dated September 30, 2007, with Akzo Nobel N.V. to acquire the human and animal health care businesses of Akzo Nobel N.V. Pursuant to the Purchase Agreement, Schering-Plough International C.V., a wholly-owned subsidiary of Schering-Plough, will acquire the businesses for a purchase price of approximately €11 billion in cash.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated into this report by reference.

Item 8.01. Other Events.

Schering-Plough also is filing this 8-K to incorporate by reference certain materials into its Registration Statement on Form S-3 (File No. 333-145055) primarily in connection with the underwritten registered public offering of €500 million aggregate principal amount of 5.000% Senior Notes due 2010 and €1.5 billion aggregate principal amount of 5.375% Senior Notes due 2014.

On September 26, 2007, Schering-Plough issued a related press release announcing that it had agreed to sell the 5.000% Senior Notes due 2010 and 5.375% Senior Notes due 2014, and the press release is attached to this 8-K as Exhibit 99.1. In connection with the offering, Schering-Plough entered into (i) an Underwriting Agreement on September 26, 2007, attached as Exhibit 1.1; and (ii) a Fourth Supplemental Indenture, dated October 1, 2007, between Schering-Plough Corporation and The Bank of New York, supplemental to the indenture dated November 26, 2003 between Schering-Plough Corporation and The Bank of New York, attached as Exhibit 4.1.

The offering will be made under a shelf registration statement filed with the Securities and Exchange Commission on August 2, 2007.

Pursuant to this Form 8-K, Schering-Plough is filing Exhibits 1.1, 4.1, 5.1, and 23.1, listed below, for incorporation by reference into Schering-Plough’s Registration on Form S-3 (File No. 333-145055).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NO.	DESCRIPTION
1.1	Underwriting Agreement, dated September 26, 2007.
4.1	Fourth Supplemental Indenture between Schering-Plough Corporation and The Bank of New York (including form of Notes), dated October 1, 2007, supplemental to the indenture dated November 26, 2003 between Schering-Plough Corporation and The Bank of New York.
5.1	Opinion of McCarter & English, LLP.
10.1	Share Purchase Agreement, dated September 30, 2007, between Akzo Nobel N.V., Schering-Plough International C.V., and Schering-Plough Corporation.
23.1	Consent of McCarter & English, LLP (included as part of Exhibit 5.1).
99.1	Press Release, dated September 26, 2007, entitled “Schering-Plough Announces Pricing of Euro-Denominated Senior Notes Offering.”

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Schering-Plough Corporation

By: /s/ Susan Ellen Wolf                                        
Susan Ellen Wolf
Corporate Secretary,
Vice President — Corporate Governance and
Associate General Counsel

Date: October 2, 2007

EXHIBIT INDEX

Exhibit
Number	Description
1.1	Underwriting Agreement, dated September 26, 2007.
4.1	Fourth Supplemental Indenture between Schering-Plough Corporation and The Bank of New York (including form of Notes), dated October 1, 2007, supplemental to the indenture dated November 26, 2003 between Schering-Plough Corporation and The Bank of New York.
5.1	Opinion of McCarter & English, LLP.
10.1	Share Purchase Agreement, dated September 30, 2007, between Akzo Nobel N.V., Schering-Plough International C.V., and Schering-Plough Corporation.
23.1	Consent of McCarter & English, LLP (included as part of Exhibit 5.1).
99.1	Press Release, dated September 26, 2007, entitled “Schering-Plough Announces Pricing of Euro-Denominated Senior Notes Offering.”

EX-1.1

Exhibit 1.1

SCHERING-PLOUGH CORPORATION

5.000% Senior Notes due 2010
5.375% Senior Notes due 2014

Underwriting Agreement

September 26, 2007

Goldman Sachs International,
BNP Paribas,
Credit Suisse Securities (Europe) Limited,
J.P. Morgan Securities Ltd.,
     As representatives of the several Underwriters
     named in Schedule I hereto,
c/o Goldman Sachs International,
Peterborough Court
133 Fleet Street
London, EC4A 2BB

Ladies and Gentlemen:

     Schering-Plough Corporation, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives, (the “Representatives”) an aggregate of €500,000,000 principal amount of the 5.000% Senior Notes due 2010 (the “2010 Notes”) and €1,500,000,000 principal amount of the 5.375% Senior Notes due 2014, specified above (the “2014 Notes” and, together with the 2010 Notes, the “Securities”). The proceeds from the sale of the Securities are intended to be used to fund a portion of the purchase price for the Company’s planned acquisition of Organon BioSciences N.V., a Netherlands company (“Organon BioSciences”) pursuant to a Letter of Offer, dated March 12, 2007, between the Company and Akzo Nobel N.V., or, if the acquisition is not completed, for general corporate purposes.

     1. The Company represents and warrants to, and agrees with, each of the Underwriters that:

     (a) An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”) on Form S-3 (File No. 333-145055) in respect of the Securities was filed with the Securities and Exchange Commission (the “Commission”) on August 2, 2007; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the

Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c) hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”);

     (b) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Goldman Sachs International expressly for use therein;

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     (c) For the purposes of this Agreement, the “Applicable Time” is 11:45 a.m. (Eastern time) on the date of this Agreement. The Pricing Prospectus, and the Pricing Prospectus as supplemented by the final term sheet prepared and filed pursuant to Section 5(a) hereof, taken together (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Goldman Sachs International expressly for use therein;

     (d) The documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Goldman Sachs International expressly for use therein; and no such documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule II(b) hereto;

     (e) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder. The Registration Statement does not and will not, as of the applicable effective date as to each part of the Registration Statement and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or

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necessary to make the statements therein not misleading. The Prospectus does not and will not, as of the applicable filing date of the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Goldman Sachs International expressly for use therein;

     (f) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, financial position, or results of operations, of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), otherwise than as set forth or contemplated in the Pricing Prospectus.

     (g) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New Jersey with power and authority to own, lease and operate its properties and conduct its business as described in the Pricing Prospectus and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases property, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

     (h) This Agreement has been duly authorized, executed and delivered by the Company.

     (i) The Securities have been duly authorized and, when issued and delivered pursuant to this Agreement, will be duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the indenture dated as of November 26, 2003 (the “Base Indenture”), as supplemented by a fourth supplemental indenture to be dated as of October 1, 2007 that provides for the terms of the Securities (the “Supplemental Indenture” which, together with the Base Indenture, is referred to as the “Indenture”) between the Company and The Bank of New York as Trustee (the “Trustee”), registrar and transfer agent, under which they are to be issued, which is substantially in the form filed as an exhibit to the Registration Statement; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act and, when the Supplemental Indenture has been executed and delivered by the Company, and assuming due execution and

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delivery of the Supplemental Indenture by the Trustee, the Indenture will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Securities and the Indenture conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus.

     (j) The execution and delivery of this Agreement, and the consummation of the transactions contemplated herein, including, without limitation, the issue and sale of the Securities, and the compliance by the Company with all of the provisions of the Securities and the Indenture, have been duly authorized by all necessary corporate action and will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, as applicable, pursuant to any indenture, loan agreement, contract or other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the property or assets of the Company is subject, except for such breaches, defaults, liens, charges or encumbrances that individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect, nor, to its knowledge, will such actions result in any violation of any applicable law, order, rule or regulation applicable to the Company of any court or of any federal, state or other regulatory authority or other governmental body having jurisdiction over the Company, except for such violations that individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company.

     (k) Neither the Company nor any of its subsidiaries listed on Schedule III hereto is in violation of its respective charter or by-laws or similar organizational document. None of the other subsidiaries of the Company is in violation of its respective charter or by-laws or similar organizational document, except for such violations as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except as would not reasonably be expected to have a Material Adverse Effect.

     (l) The Company has an authorized capitalization as set forth in the Pricing Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable.

     (m) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the issue and sale of the Securities, for the due authorization, execution and delivery by the Company of this Agreement, for the use of proceeds by the Company described in the Pricing Prospectus and the Prospectus, or for the performance by the Company of the transactions contemplated by this

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Agreement or the Indenture, except (1) such as have been already made, obtained or rendered, as applicable, (2) as may be required under state securities or blue sky laws, or (3) as disclosed in or incorporated by reference into the Registration Statement or the Prospectus.

     (n) Except as disclosed in or incorporated by reference into the Registration Statement or the Pricing Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or to the knowledge of the Company threatened in writing, against or affecting the Company or any of its subsidiaries that is required to be disclosed in the Registration Statement and the Pricing Prospectus (other than as stated therein), or which, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to result in a Material Adverse Effect, or that would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated under this Agreement or the performance by the Company of its obligations hereunder. Except for such proceedings, investigations and claims disclosed in or incorporated by reference into the Registration Statement or the Pricing Prospectus, the aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of their respective assets, properties or operations is the subject would not reasonably be expected to result in a Material Adverse Effect.

     (o) The statements set forth in the Pricing Prospectus and Prospectus under the captions “Certain United States Federal Income Tax Consequences” “Underwriting” and under the captions “Description of Notes” and “Description of Debt Securities”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair.

     (p) Deloitte & Touche LLP, who have certified certain financial statements of the Company and its subsidiaries, and have audited the Company’s internal control over financial reporting and management’s assessment thereof are an independent registered public accounting firm with respect to the Company as required by the Act and the rules and regulations of the Commission thereunder;

     (q) The financial statements of the Company included or incorporated by reference in the Registration Statement and the Pricing Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The summary historical financial information included in the Pricing Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The pro forma financial statements and the related notes thereto included in

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the Registration Statement and the Pricing Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein;

     (r) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof in the manner described in the Pricing Prospectus, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

     (s) (A) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Act; and (B) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, the Company was not an “ineligible issuer” as defined in Rule 405 under the Act;

     (t) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting;

     (u) Except as disclosed in the Pricing Prospectus, since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

     (v) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective;

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     (w) To the Company’s knowledge, the Company and any of the Company’s directors or officers, in their capacities as such, is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications;

     (x) Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) that would be reasonably likely to result in an enforcement action thereunder, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith;

     (y) Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC;

     (z) Neither the Company nor any of its subsidiaries has conducted its business in a manner that has resulted in a failure to comply with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency;

     (aa) The Company and its subsidiaries possess adequate permits, authorities or permits issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except such certificates, authorities or permits which are not material to such conduct of their business and except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect;

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     (bb) The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect;

     (cc) Except as described or incorporated by reference in the Registration Statement and the Pricing Prospectus with respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option designated by the Company at the time of grant as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange and any other exchange on which Company securities are traded, (iv) the per share exercise price of each Stock Option was equal to or greater than the fair market value of a share of the Company’s common shares, par value $1.00 per share (the “Common Shares”) on the applicable Grant Date and (v) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects;

     (dd) The Irish prospectus as it will be delivered to the Irish Financial Services Regulatory Authority (“IFSRA”) (such prospectus being herein referred to as the “Irish Prospectus”) for its approval will, at the Time of Delivery, contain all the information required pursuant to the Irish Prospectus (Directive 2003/71/EC) Regulations 2005;

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     (ee) There are no stamp or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in Ireland, the United Kingdom or the United States in connection with the initial sale of the Securities to the Underwriters; and

     (ff) Neither the Company nor any of its or subsidiaries or affiliates has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities. The Company authorizes the Underwriters to make such public disclosure relating to the Securities as is required by applicable law, rules, regulations or guidance applicable in relation to any stabilization of the Securities.

     2. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, (i) at a purchase price of 99.712% of the principal amount thereof, the respective principal amounts of 2010 Notes set forth opposite the name of such Underwriter in Schedule I hereto, and (ii) at a purchase price of 99.485% of the principal amount thereof, the respective principal amounts of 2014 Notes set forth opposite the name of such Underwriter in Schedule I hereto, in each case, plus accrued interest, if any, from October 1, 2007 to the Time of Delivery (as defined below) hereunder, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto.

     3. Upon the authorization by you of the release of the Securities, the several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Prospectus.

     4. (a) The Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Securities in book-entry form in denominations of €50,000 and integral multiples of €1,000 in excess thereof and shall be deposited by or on behalf of the Company with a common depositary and registered in the name of a nominee for a common depositary on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”). Delivery of the Securities shall be made through the facilities of the common depositary of Euroclear and Clearstream, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds in Euro to the account specified by the Company to Goldman Sachs International at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking at least twenty-four hours prior to the Time of Delivery (as defined below) at the office of Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY 10022 (the “Designated Office”). The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on October 1, 2007 or such other time and date as Goldman Sachs International and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery”.

     (b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(k) hereof, will be delivered at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New

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York, 10022 (the “Closing Location”), and the Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

     (c) Goldman Sachs International may, to the extent permitted by applicable law, over-allot and effect transactions in any over-the-counter market or otherwise, in connection with the distribution of the Securities, with a view to stabilizing or maintaining the market price of the Securities at levels other than those which might prevail in the open market, but in doing so Goldman Sachs International shall act as principal and not as agent of the Company. Nothing in this Section 4(c) shall be construed so as to require the Company to issue in excess of €500,000,000 principal amount of 2010 Notes or €1,500,000,000 principal amount of 2014 Notes, nor shall the Company be liable for any loss or entitled to any profit arising from any excess offers or stabilization

     5. The Company agrees with each of the Underwriters:

     (a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement, the Basic Prospectus or the Prospectus prior to the Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to prepare a final term sheet, containing solely a description of the 2010 Notes and the 2014 Notes, in a form approved by you and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Securities; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Securities, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such

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qualification, to promptly use its best efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Securities by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement);

     (b) If required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by you and to file such form of prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no further amendment or supplement to such form of prospectus which shall be disapproved by you promptly after reasonable notice thereof;

     (c) If by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form reasonably satisfactory to you. If at the Renewal Deadline the Company is no longer eligible to file an automatic shelf registration statement, the Company will, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form reasonably satisfactory to you and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be;

     (d) To endeavor in good faith to qualify the Securities for offer and sale under the applicable securities laws of such jurisdictions as the Representatives may reasonably designate; provided, however, that the Company shall not be obligated to file any general consent to service or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will maintain such qualifications in effect for as long as may be reasonably required for the distribution of the Securities, provided, however, that the Company shall not be obligated to file any general consent to service or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject;

     (e) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with printed and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Securities and if at such time any event shall have occurred or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact

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or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify you and upon your request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

     (f) To make generally available to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

     (g) During the period beginning from the date hereof and continuing to and including the Time of Delivery, except as set forth below, the Company shall not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any securities of the Company that are substantially similar to the Securities without the prior written consent of the Representatives; provided, however, that the Company may issue and sell the Securities and do other acts contemplated by this Agreement;

     (h) To pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act;

     (i) To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”;

     (j) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Securities (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred.

     (k) Not to take, and to cause its subsidiaries and affiliates not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

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     (l) To make an application to the Irish Stock Exchange Limited (the “Irish Stock Exchange”) for the Securities to be admitted to the official list of the Irish Stock Exchange and to trading on its regulated market (which together constitute official listing on the Irish Stock Exchange). In connection with such application, the Company shall use its reasonable endeavours to obtain the official listing as promptly as practicable and shall furnish any and all documents, instruments, information and undertakings that may be necessary or advisable in order to obtain and/or maintain the listing.

     (m) To comply in all material respects with the applicable listing rules and regulations of the Irish Stock Exchange.

     (n) To use its reasonable best efforts to maintain the admission and listing of the Securities on the regulated market of the Irish Stock Exchange for as long as any of the Securities are outstanding and, if the Securities cease to be admitted to trading on the Irish Stock Exchange’s regulated market, to use its reasonable best efforts promptly to admit the Securities to trading on another European Economic Area regulated market (for the purposes of (i) the Investment Services Directive (Directive 93/22/EEC) and (ii) after its coming into force and implementation, the Markets in Financial Instruments Directive (Directive 2004/35/EC)).

     6.

     (a) (i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 5(a) hereof, without the prior consent of Goldman Sachs International it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter represents and agrees that, without the prior consent of the Company and Goldman Sachs International, other than one or more term sheets relating to the Securities containing customary information and conveyed to purchasers of Securities, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus; any such free writing prospectus the use of which has been consented to by the Company and Goldman Sachs International (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) hereto;

     (b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and

     (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to Goldman Sachs International and, if requested by Goldman Sachs International, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free

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Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Goldman Sachs International expressly for use therein.

     7. The Company covenants and agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the printing and filing of the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus, and all amendments and supplements thereto, (ii) the preparation, issuance and delivery of the Securities to the Underwriters (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(d), including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky Surveys and Legal Investment Surveys, (v) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies this Agreement, the Indenture, any Blue Sky Surveys and Legal Investment Surveys, (vii) the fees, if any, of rating agencies for rating the Securities, (viii) the costs and expenses related to any filing with the Irish Stock Exchange, (ix) any expenses incurred by the Company in connection with a “road show” presentation to potential investors, (x) the fees and expenses of Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, and (xi) the fees and expenses, if any, incurred in connection with the admission of the Securities on the Official List of the Irish Stock Exchange and the listing of the Securities on the Regulated Market of the Irish Stock Exchange. It is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

     8. The obligations of the Underwriters hereunder shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

     (a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; the final term sheet contemplated by Section 5(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing

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Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with;

     (b) Shearman & Sterling LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions, dated the Time of Delivery, in form and substance satisfactory to you with respect to such matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

     (c) Allen & Overy LLP, counsel for the Company, shall have furnished to you their written opinion (a draft of such opinion is attached as Annex II(a) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that:

     (i) The Company has duly executed and delivered the Securities and the Indenture.

     (ii) The Indenture constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture has been duly qualified under the Trust Indenture Act.

     (iii) The Securities constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, and the Securities are entitled to the benefits provided by the Indenture.

     (iv) The statements set forth in under the headings “Description of Notes,” and “Underwriting” in the Pricing Prospectus and the Prospectus, and the statements set forth under the heading “Description of Debt Securities” in the Base Prospectus, insofar as such statements purport to summarize certain provisions of the documents referred to therein, fairly summarize the matters described therein in all material respects.

     (v) The discussions set forth in the Pricing Prospectus and the Prospectus under the caption “Certain United States Federal Income Tax Consequences,” to the extent that they constitute matters of law or legal conclusions with respect thereto currently applicable to the U.S. holders and Non-U.S. holders described therein, provide a fair summary of such provisions in all material respects.

     (vi) No authorization, approval or consent of, and no filing or registration with, any governmental or regulatory authority or agency of the United States or of the State of New York is required by the Company for the authorization, execution or delivery by the Company of this Agreement, the Securities or the Indenture, or for the performance of its obligations under this Agreement, the Securities or the Indenture, other than those required under the Act, the Exchange Act and the Trust Indenture Act or the rules and regulations thereunder, which have been obtained or effected.

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     (vii) The Company is not and, as a result of the offer and sale of the Securities will not be an “investment company” or entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act.

     Such opinion shall also state that, solely with respect to the disclosure regarding Organon BioSciences contained in the Registration Statement, Pricing Prospectus and Prospectus (the “Organon BioSciences Disclosure”), in the course of such counsel’s review and discussion in connection with the preparation of the Registration Statement, the Pricing Prospectus and the Prospectus, although they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Prospectus or the Prospectus, except for those referred to in the opinion in subsection (ii) or (iii) of this Section 8(c), they have no reason to believe that (i) the Organon BioSciences Disclosure in any part of the Registration Statement, or any further amendment thereto made by the Company prior to the Time of Delivery (except information of a financial or accounting nature included therein or omitted therefrom, as to which such counsel need express no opinion), when such part or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Organon BioSciences Disclosure in the Pricing Disclosure Package (except information of a financial or accounting nature included therein or omitted therefrom, as to which such counsel need express no opinion), as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Organon BioSciences Disclosure in the Prospectus or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (except information of a financial or accounting nature included therein or omitted therefrom, as to which such counsel need express no opinion), as of its date and as of the Time of Delivery, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     In rendering such opinion, such counsel may rely, without independent verification, (A) as to matters involving the application of laws of any jurisdiction other than the States of Delaware and New York or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are reasonably satisfactory to counsel for the Underwriters; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company, Organon BioSciences and public officials. Such counsel may further state that their opinion and belief are based upon their participation in the preparation of the Registration Statement, the Pricing Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification except as specified. Such opinion may contain customary assumptions, exceptions, limitations, qualifications and comments;

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     (d) The Executive Vice President and General Counsel of the Company and the Corporate Secretary, Vice-President — Corporate Governance and Associate General Counsel of the Company shall have furnished to you their written opinion (a draft of such opinion is attached as Annex II(b) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that:

     (i) The Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of New Jersey.

     (ii) The Company is duly qualified to transact business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where the failure to so qualify would have (either individually or in the aggregate) a Material Adverse Effect.

     (iii) This Agreement has been duly executed and delivered by the Company.

     (iv) The execution and delivery of this Agreement, the Securities and the Indenture, the fulfillment of the terms herein and therein and the consummation of the transactions herein and therein contemplated will not conflict with or constitute a breach of, or default under, (A) the charter or by-laws of the Company or, (B) any agreement, indenture or other instrument of which the Company is a party or by which it is bound, or (C) any law, administrative regulation or administrative or court order known to such counsel to be applicable to the Company; except, solely in the case of clause (B), for such conflicts, breaches or defaults that individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect.

     (v) The Registration Statement is effective under the Act and, to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act or proceedings therefor initiated or threatened by the Commission.

     (vi) Except as disclosed in or incorporated by reference into the Registration Statement or the Pricing Prospectus, to such counsel’s knowledge, there is not pending or threatened any action, suit, proceeding, inquiry or investigation to which the Company or any of its subsidiaries thereof is a party or to which the assets, properties or operations of the Company or any of its subsidiaries thereof is subject, before or by any court or governmental agency or body, domestic or foreign, which, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to result in a Material Adverse Effect or which would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated under this Agreement, or the performance by the Company of its obligations hereunder or under the Indenture.

     (vii) The documents incorporated by reference in the Pricing Prospectus and the Prospectus (except for the financial statements and other financial data included therein or omitted therefrom and the exhibits thereto, as to which such counsel need express no opinion), as of the dates they were filed with the Commission, appear on their face to have been appropriately responsive in all material respects to the requirements of

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the 1934 Act and the rules and regulations of the Commission thereunder; and such counsel has no reason to believe that any of such documents, when such documents were so filed, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading.

     (viii) Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws or in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound.

     (ix) Such counsel does not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Registration Statement, the Basic Prospectus or the Prospectus which are not filed or incorporated by reference or described as required.

     (x) The Registration Statement, the Pricing Prospectus and the Prospectus, and each amendment or supplement thereto (except for the financial statements and other financial data included therein or omitted therefrom, as to which such counsel need express no opinion), excluding the documents incorporated by reference therein, as of their respective effective or issue dates, appear on their face to have been appropriately responsive in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder.

     (xi) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the net proceeds thereof, will not be an “investment company” or entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act.

     Such opinion shall also state that in the course of such counsel’s review and discussion in connection with the preparation of the Registration Statement, the Pricing Prospectus and the Prospectus, although they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Prospectus or the Prospectus, they have no reason to believe (i) that any part of the Registration Statement, or any further amendment thereto made by the Company prior to the Time of Delivery (other than the financial and accounting data contained therein or omitted therefrom, as to which such counsel need express no opinion), when such part or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) that the Pricing Disclosure Package (other than the financial and accounting data contained therein or omitted therefrom, as to which such counsel need express no opinion), as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under

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which they were made, not misleading; or (iii) that, as of its date and as of the Time of Delivery, the Prospectus or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial and accounting data contained therein or omitted therefrom, as to which such counsel need express no opinion) contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

     (e) McCarter & English, LLP, special counsel for the Company, shall have furnished to you their written opinion (a draft of such opinion is attached as Annex II(c) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that:

     (i) This Agreement has been duly authorized by the Company.

     (ii) The Securities have been duly authorized for issuance and sale by the Company.

     (iii) The Supplemental Indenture and the Indenture have each been duly authorized by the Company.

     (iv) The issue and sale of the Securities, the execution and delivery of this Agreement, the Securities and the Indenture, the fulfillment of the terms herein and therein set forth and the consummation of the transactions herein and therein contemplated will not conflict with or constitute a breach of, or default under, (A) the charter or by-laws of the Company or, (B) except for such conflicts, breaches or defaults that individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect, any law or administrative regulation that in such counsel’s experience is normally applicable to transactions of the type contemplated by the Agreement, or any administrative or court order known to such counsel to be applicable to the Company.

     (v) Except as disclosed in or incorporated by reference into the Registration Statement or Pricing Prospectus or as required under state securities or blue sky laws or as may be required by any national or foreign securities exchange in connection with listing of the Securities, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, is necessary or required under New Jersey law for the due authorization, execution or delivery by the Company of this Agreement or for the performance by the Company of the transactions contemplated under the Pricing Prospectus and the Prospectus, this Agreement and the Indenture.

     (vi) The Company has an authorized capitalization as set forth in the Pricing Prospectus and the Prospectus.

     (vii) The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Description of Capital Stock” and in the Registration Statement in Item 15, insofar as such statements constitute a summary of the terms of the Common Shares, the Company’s certificate of incorporation, as amended, and the New Jersey

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Business Corporation Act, as amended, have been reviewed by such counsel and fairly summarize all matters described therein in all material respects.

     Such opinion may contain customary assumptions, exceptions, limitations, qualifications and comments;

     (f) (A) On the date of the Prospectus at a time prior to the execution of this Agreement, (B) at 9:30 a.m., New York City time, on the effective date of any post effective amendment to the Registration Statement filed subsequent to the date of this Agreement and on or prior to the earlier of the Time of Delivery and (C) also at each Time of Delivery, each of Deloitte & Touche LLP and KPMG Accountants N.V. shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex I hereto (the form of the letter delivered prior to the execution of this Agreement is attached as Annex I(a) hereto and a form of letter to be delivered on the effective date of any post-effective amendment to the Registration Statement, and as of the Time of Delivery is attached as Annex I(b) hereto);

     (g) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there shall not have been any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, financial position, or results of operations, of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, otherwise than as set forth or contemplated in the Pricing Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus;

     (h) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or preferred stock;

     (i) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any

21

change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus;

     (j) The Company shall have complied with the provisions of Section 5(e) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement;

     (k) The Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of such time, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such time, as to the matters set forth in subsections (a) and (g) of this Section and as to such other matters as you may reasonably request.

     (l) The Underwriters shall have received a certificate of the Acting Chief Financial Officer of Organon BioSciences substantially in the form of Annex II hereto.

     (m) The Irish Prospectus shall have been approved by the IFSRA as a prospectus.

     (n) The Securities shall have been admitted to trading on the Irish Stock Exchange’s regulated market, subject only to the issue of the Securities, before the Time of Delivery.

     9.

     (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, in the light of the circumstances under which they were made) not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred and documented by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information

22

furnished to the Company by any Underwriter through Goldman Sachs International expressly for use therein.

     (b) Each Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Goldman Sachs International expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

     (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party (not to be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

23

     (d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

     (e) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act and each broker-dealer affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director

24

of the Company and to each person, if any, who controls the Company within the meaning of the Act.

     10. (a) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Company shall be entitled at its option to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

     (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

     (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Securities to be purchased, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

     11. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on

25

behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities.

     12. If this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason, any of the Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through you for all out of pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Securities not so delivered, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

     13. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by Goldman, Sachs & Co. on behalf of you as the representatives.

     All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the representatives in care of Goldman Sachs International, Peterborough Court, 133 Fleet Street, London, EC4A 2BB, Attention: Syndicate Desk; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

     In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective clients.

     14. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

     15. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

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     16. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

     17. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

     18. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

     19. The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

     20. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

     21. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters’ imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

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     If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours, SCHERING-PLOUGH CORPORATION
By:	/s/ Robert J. Bertolini
	Name:	Robert J. Bertolini
	Title:	Executive Vice President and Chief Financial Officer

Accepted as of the date hereof:

Goldman Sachs International
BNP Paribas
Credit Suisse Securities (Europe) Limited
J.P. Morgan Securities Ltd.

By:	/s/ Adrian Nigam
	(Goldman Sachs International)
	Name: Adrian Nigam
	Title:   Authorized Signatory

SCHEDULE I

	Principal		Principal
	Amount of		Amount of
	2010 Notes		2014 Notes
Underwriter	to be Purchased		to be Purchased
Goldman Sachs International	€	100,000,000	€	300,000,000
BNP Paribas		100,000,000		300,000,000
Credit Suisse Securities (Europe) Limited		100,000,000		300,000,000
J.P. Morgan Securities Ltd.		100,000,000		300,000,000
ABN AMRO Bank N.V.		8,334,000		25,000,000
Banc of America Securities Limited		8,334,000		25,000,000
Banca IMI S.p.A.		8,334,000		25,000,000
Banco Bilbao Vizcaya Argentaria, S.A.		8,334,000		25,000,000
Banco Santander, S.A.		8,333,000		25,000,000
Bear, Stearns International Limited		8,333,000		25,000,000
Citigroup Global Markets Limited		8,333,000		25,000,000
Daiwa Securities SMBC Europe Limited		8,333,000		25,000,000
ING Belgium SA/NV		8,333,000		25,000,000
Mizuho International plc		8,333,000		25,000,000
Morgan Stanley & Co. International plc		8,333,000		25,000,000
The Bank of New York Capital Markets Limited		8,333,000		25,000,000
Total	€	500,000,000	€	1,500,000,000

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SCHEDULE II

(a) Issuer Free Writing Prospectuses Not Included in the Pricing Disclosure Package:

(1) Any Electronic Roadshow used on or after September 19, 2007 relating to the offering of the Securities.

(b)	Additional Documents Incorporated by Reference:
	None.

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SCHEDULE III
Material Subsidiaries

Schering Corporation	New Jersey
Schering-Plough Animal Health Corporation	Delaware
Schering-Plough Holdings (Ireland) Company	Ireland
Schering-Plough Investments Company GmbH	Switzerland
Schering-Plough Ltd.	Switzerland
Essex Chemie A.G.	Switzerland
Schering-Plough Kabushiki Kaisha	Japan
Schering-Plough S.A. de C.V.	Mexico
Schering-Plough HealthCare Products, Inc.	Delaware
Schering-Plough S.A.	France
Essex Pharma GmbH	Germany
Schering-Plough (Singapore) Research Pte. Ltd.	Singapore
Schering-Plough Canada, Inc.	Canada
Schering-Plough Central East A.G.	Switzerland
Schering-Plough (Singapore) Pte. Ltd.	Singapore
Schering-Plough Products LLC	Delaware

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ANNEX I

FORM OF ANNEX I DESCRIPTION OF COMFORT LETTER
FOR REGISTRATION STATEMENTS ON FORM S-3

     Pursuant to Section 8(f) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:

[SEPARATELY ATTACHED]

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ANNEX II

FORM OF CERTIFICATE OF THE ACTING CHIEF FINANCIAL OFFICER OF
ORGANON BIOSCIENCES N.V.

     Pursuant to Section 8(n) of the Underwriting Agreement, the Acting Chief Financial Officer of Organon BioSciences N.V. shall furnish a certificate to the Underwriters to the effect that:

     In connection with the offering by Schering-Plough Corporation (the “Issuer”) of its 5.000% Senior Notes due 2010 and 5.375% Senior Notes due 2014, pursuant to an Underwriting Agreement dated September 26, 2007 among the Issuer and the several underwriters named in Schedule I thereto (the “Agreement”) I, Rudolf Derk Huisman, the acting Chief Financial Officer of Organon BioSciences N.V. (the “Company”), have been asked to deliver this certificate to the underwriters named in Schedule I of the Agreement.

     Based on (i) my examination of the Company’s financial records and schedules undertaken by myself or members of my staff who are responsible for the Company’s financial and accounting matters and (ii) my review of such other corporate records of the Company, certificates of public officials and of officers of the Company and agreements and other documents as I have deemed necessary as a basis for the certifications expressed below, I hereby certify to the best of my knowledge that:

     1. KPMG Accountants N.V., who have certified certain financial statements of the Company and its subsidiaries, are independent certified public accountants under Rule 101 of the AICPA Code of Professional Conduct, and its interpretations.

     2. The financial statements of the Company included or incorporated by reference in the Registration Statement and the Pricing Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its combined subsidiaries at the dates indicated and the statement of income, changes in invested equity and cash flows of the Company and its combined subsidiaries for the periods specified; and said financial statements have been prepared in conformity with international financial reporting standards as adopted by the European Union and applied on a consistent basis throughout the periods involved.

     3. Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Pricing Prospectus, there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Pricing Prospectus.

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EX-4.1

Exhibit 4.1

SCHERING-PLOUGH CORPORATION

THE BANK OF NEW YORK

Trustee

FOURTH SUPPLEMENTAL INDENTURE

Dated as of October 1, 2007

€500,000,000 5.000% Senior Notes due 2010

€1,500,000,000 5.375% Senior Notes due 2014

SCHERING-PLOUGH CORPORATION

FOURTH SUPPLEMENTAL INDENTURE

€500,000,000 5.000% Senior Notes due 2010

€1,500,000,000 5.375% Senior Notes due 2014

     FOURTH SUPPLEMENTAL INDENTURE, dated as of October 1, 2007, between SCHERING-PLOUGH CORPORATION, a New Jersey corporation (the “Company”), and THE BANK OF NEW YORK, as trustee (the “Trustee”).

RECITALS

     A. The Company has previously executed and delivered to the Trustee an Indenture, dated as of November 26, 2003 (the “Base Indenture” and, as hereby supplemented and amended, the “Indenture”), providing for the issuance from time to time of one or more series of the Company’s debt securities (the “Debt Securities”).

     B. Pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a series of Debt Securities to be designated as the “5.000% Senior Notes due 2010” (the “2010 Notes”) and a series of Debt Securities to be designated as the “5.375% Senior Notes due 2014” (the “2014 Notes”, and together with the 2010 Notes, the “Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Fourth Supplemental Indenture.

     C. Sections 201 and 301 of the Base Indenture provide that various matters with respect to any series of Debt Securities issued under the Indenture may be established in an indenture supplemental to the Indenture.

     D. Subparagraph (7) of Section 901 of the Base Indenture provides that the Company and the Trustee may enter into an indenture supplemental to the Indenture to establish the form or terms of Debt Securities of any series as permitted by Sections 201 and 301 of the Base Indenture.

     E. For and in consideration of the premises and the issuance of the series of Debt Securities provided for herein, it is mutually covenanted and agreed, for the equal and proportionate benefit of the Holders of the Debt Securities of such series, as follows:

ARTICLE ONE

Relation to Base Indenture; Additional Definitions

     Section 101. Relation to Base Indenture. This Fourth Supplemental Indenture constitutes an integral part of the Base Indenture.

     Section 102. Additional Definitions. For all purposes of this Fourth Supplemental Indenture:

     (a) All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Fourth Supplemental Indenture.

     (b) The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Fourth Supplemental Indenture.

     (c) Capitalized terms used herein shall have the meaning specified herein or in the Base Indenture, as the case may be.

     “2010 Notes” has the meaning set forth in the paragraph B of the Recitals hereof.

     “2010 Note Interest Payment Date” has the meaning set forth in Section 204(a) hereof.

     “2010 Notes Maturity Date” has the meaning set forth in Section 203 hereof.

     “2014 Notes” has the meaning set forth in the paragraph B of the Recitals hereof.

     “2014 Note Interest Payment Date” has the meaning set forth in Section 304(a) hereof.

     “2014 Notes Maturity Date” has the meaning set forth in Section 303 hereof.

     “Additional Amounts” has the meaning set forth in Section 701(b) hereof.

     “Agent Members” has the meaning set forth in Section 404 hereof.

     “Base Indenture” has the meaning set forth in paragraph A of the Recitals hereof.

     “Below Investment Grade Rating Event” means the ratings on the 2010 Notes or the 2014 Notes are lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the 2010 Notes or the 2014 Notes, as applicable, is under publicly announced consideration for possible

2

downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee or the Company in writing at the Trustee’s or the Company’s request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

     “Board Resolution” means a copy of a resolution certified by the Secretary, Deputy Secretary or Assistant Secretary of the Company to have been duly adopted by the Board of Directors, or officers of the Company to which authority to act on behalf of the Board of Directors has been delegated, and to be in full force and effect on the date of such certification, and delivered to the Trustee.

     “Business Day” means any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day when banking institutions are authorized or obligated to be closed in The City of New York and, for any place of payment outside The City of New York, in such place of payment, and on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (“TARGET”) System is open for settlement of payment in euros.

     “Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock and limited liability or partnership interests (whether general or limited), but excluding any debt securities convertible into such equity.

     “Certificated Note” has the meaning set forth in Section 404(f) hereof.

     “Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s properties or assets and of the Company’s subsidiaries’ properties or assets taken as a whole to any Person or group of related “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) (a “Group”) other than the Company or one of its subsidiaries; (2) the adoption of a plan relating to the Company’s liquidation or dissolution; (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person or Group becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of             shares of the Company’s Voting Stock; or (4) the first day on which a majority of the members of the Company’s board of directors are not Continuing Directors.

     “Change of Control Offer” has the meaning set forth in Section 601(a) hereof.

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     “Change of Control Payment” has the meaning set forth in Section 601(a) hereof.

     “Change of Control Payment Date” has the meaning set forth in Section 601(b)(3) hereof.

     “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

     “Common Depositary” means The Bank of New York, London, which shall act as common depositary for Euroclear and Clearstream with respect to the Notes.

     “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and the lowest of such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

     “Continuing Director” means, as of any date of determination, any member of the Company’s board of directors who (1) was a member of the Company’s board of directors on the Issue Date of the Notes; or (2) was nominated for election or elected to the Company’s board of directors with the approval of a majority of the Continuing Directors who were members of the Company’s board of directors at the time of such nomination or election (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director).

     “Debt Securities” has the meaning set forth in the paragraph A of the Recitals hereof.

     “Depositary” means the Depositary Trust Company.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Fitch” means Fitch Ratings or its successor.

     “Global Notes” has the meaning set forth in Section 403 hereof.

     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

     “Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.

     “Irish Paying Agent” means a paying agent with respect to the Notes located in Dublin, Ireland that is selected by the Company, which shall initially be BNY Financial Services Plc.

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     “Issue Date” means September 17, 2007.

     “Moody’s” means Moody’s Investors Service, Inc. or its successor.

     “Notes” has the meaning set forth in the paragraph B of the Recitals hereof.

     “Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity and, for purposes of the definition of Person within the definition of “Change of Control”, including a “person” as that term is used in Section 13(d)(3) of the Exchange Act.

     “Principal Paying Agent” means a paying agent with respect to the Notes located in London, England, which shall initially be the Trustee, through its corporate trust office in London, England.

     “Quotation Agent” means the Reference Dealer selected by the Company.

     “Rating Agencies” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be.

     “Reference Dealer” means any of Goldman Sachs International, BNP Paribas, Credit Suisse Securities (Europe) Limited and J.P. Morgan Securities Ltd. or their successors.

     “Reference Dealer Rate” means, with respect to any redemption date, the average of the four quotations of the average midmarket annual yield to maturity of (1) the 3.250% German OBL due April 2010, in the case of the 2010 Notes, or (2) the 4.250% German DBR due July 2014, in the case of the 2014 Notes, or, if the applicable security is no longer outstanding, a similar security in the reasonable judgment of the Reference Dealer, at 11:00 a.m. (London time) on the third business day in London preceding such redemption date quoted in writing to the Trustee by the Reference Dealer.

     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or its successor.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Taxes” has the meaning set forth in Section 701(a) hereof.

     “U.S. holder” means a beneficial owner of the Notes that is for U.S. federal income tax purposes (i) a citizen or individual resident of the United States; (ii) a corporation created or organized in the United States or under the laws of the United

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States or of any State (or the District of Columbia); (iii) an estate whose income is subject to United States federal income tax regardless of its source; or (iv) a trust if (x) a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust or (y) the trust has validly elected to be treated as a U.S. domestic trust.

     “Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors, managers or trustees, as applicable.

ARTICLE TWO

The 2010 Notes

     Section 201. Title of the Series of Debt Securities. The 2010 Notes shall be known and designated as the “5.000% Senior Notes due 2010”.

     Section 202. Limitation on Aggregate Principal Amount. The Trustee shall authenticate and deliver 2010 Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 upon a Company Order for the authentication and delivery thereof and satisfaction of Section 303 of the Base Indenture. Such order shall specify the amount of the 2010 Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and the name or names of the initial Holder or Holders. The aggregate principal amount of 2010 Notes that may initially be outstanding shall not exceed $500,000,000; provided, however, that the authorized aggregate principal amount of the Notes may be increased above such amount by a Board Resolution to such effect.

     Section 203. Stated Maturity. The Stated Maturity of the 2010 Notes shall be October 1, 2010 (the “2010 Notes Maturity Date”).

     Section 204. Interest and Interest Rates.

     (a) The 2010 Notes shall bear interest at the rate of 5.000% per annum. Such interest shall be payable annually in arrears on October 1 of each year (each such date, a “2010 Notes Interest Payment Date”), commencing October 1, 2008. Interest is payable to the Holders of record of the 2010 Notes at the close of business on the September 15 preceding the Interest Payment Date.

     (b) Any principal and premium, if any, and any installment of interest, which is overdue shall bear interest at the rate per annum at which interest is then accruing on the principal amount of the Notes (to the extent permitted by law), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand.

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ARTICLE THREE

The 2014 Notes

     Section 301. Title of the Series of Debt Securities. The 2014 Notes shall be known and designated as the “5.375% Senior Notes due 2014”.

     Section 302. Limitation on Aggregate Principal Amount. The Trustee shall authenticate and deliver 2014 Notes for original issue on the Issue Date in the aggregate principal amount of $1,500,000,000 upon a Company Order for the authentication and delivery thereof and satisfaction of Section 303 of the Base Indenture. Such order shall specify the amount of the 2014 Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and the name or names of the initial Holder or Holders. The aggregate principal amount of 2014 Notes that may initially be outstanding shall not exceed $1,500,000,000; provided, however, that the authorized aggregate principal amount of the Notes may be increased above such amount by a Board Resolution to such effect.

     Section 303. Stated Maturity. The Stated Maturity of the 2014 Notes shall be September 15, 2014 (the “2014 Notes Maturity Date”).

     Section 304. Interest and Interest Rates.

     (a) The 2014 Notes shall bear interest at the rate of 5.375% per annum. Such interest shall be payable annually in arrears on October 1 of each year (each such date, a “2014 Note Interest Payment Date”), commencing October 1, 2008. Interest is payable to the Holders of record of the 2014 Notes at the close of business on the September 15 preceding the Interest Payment Date.

     (b) Any principal and premium, if any, and any installment of interest, which is overdue shall bear interest at the rate per annum at which interest is then accruing on the principal amount of the Notes (to the extent permitted by law), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand.

ARTICLE FOUR

General Provisions Applicable to Each Series of the Notes

     Section 401. Place of Payment. The Trustee shall initially serve as the Security Registrar and transfer agent for the Notes. The Principal Paying Agent and the Irish Paying Agent shall serve as paying agents for the Notes. The Place of Payment where the Notes may be presented or surrendered for payment shall initially be the office of the Principal Paying Agent.

     Section 402. Place of Registration or Exchange; Notices and Demands With Respect to the Notes. The place where the Holders of the Notes may present the Notes for registration of

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transfer or exchange and may make notices and demands to or upon the Company in respect of the Notes shall be the Corporate Trust Office of the Trustee.

     Section 403. Form of Debt Securities. The Notes and the Trustee’s certificate of authentication shall be substantially in the form provided for in the Base Indenture with such appropriate insertions, omissions, substitutions and other variations as are required or permitted herein. The Notes may have notations, legends or endorsements required by law, the Irish Stock Exchange, other stock exchanges or agreements to which the Company is subject or usage. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A and Exhibit B shall constitute, and are hereby expressly made, a part of this Fourth Supplemental Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Fourth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Each note shall be dated the date of its authentication. The Notes shall be issued in the form of a permanent global note in the form set forth in Exhibit A with respect to the 2017 Notes and Exhibit B with respect to the 2037 Notes (the “Global Notes”).

     Section 404. Book-Entry Provisions for Global Notes.

     (a) The Global Notes initially shall (i) be registered in the name of the nominee of the Common Depositary for such Global Notes for the accounts of Euroclear and Clearstream and (ii) be delivered to the Common Depositary and be deposited with, or on behalf of, the Common Depositary.

     (b) Except as provided for in Section 404(f) hereof, members of, or direct or indirect participants in, Euroclear and Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depositary or its nominee for the accounts of Euroclear and Clearstream, or under such Global Note, and the Common Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by Euroclear or Clearstream or impair, as between Euroclear and Clearstream and their respective Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note.

     (c) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in Global Notes may be transferred in accordance with the rules and procedures of Euroclear and Clearstream.

     (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

     (e) Notwithstanding anything herein to the contrary, none of the Company, the Security Registrar, or the Trustee or any Paying Agent shall recognize as an owner of the Notes, or make any payments on the Notes to, any person other than those persons in whose names the

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Notes are registered or whose names appear in the book entry system described in this Section 404 or which otherwise meets the requirements of the U.S. Treasury Regulation Section 5f.103-1(c) or any successor provisions thereof.

     (f) Except as provided herein, owners of beneficial interests in Global Notes will not be entitled to receive Notes in certificated form (“Certificated Notes”). Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such interests if:

     (i) the Common Depositary notifies the Company that it is unwilling, unable or ineligible to continue as depositary for such Global Note and in each case a successor depositary is not appointed by the Company within 90 days of such notice;

     (ii) the Company executes and delivers to the Trustee and Security Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable; or

     (iii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Common Depositary.

In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this Section 404(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. In the event that the Certificated Notes are not issued to each such beneficial owner promptly after the Security Registrar has received a request from the Common Depositary to issue such Certificated Notes, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 507 of the Base Indenture, the right of any beneficial holder of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial holder’s Notes as if such Certificated Notes had been issued.

     Section 405. Sinking Fund Obligations; No Redemption at Option of the Holders. The Company shall have no obligation to redeem or purchase any Notes pursuant to any sinking fund or analogous requirement or upon the happening of a specified event or at the option of a Holder thereof.

     Section 406. Defeasance and Covenant Defeasance. The provisions of Article Fourteen of the Base Indenture shall apply to the Notes.

     Section 407. Stamp or Other Taxes and Duties. The Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority therein with respect to the issuance (but not in connection with any subsequent transfer, acquisition or disposition) of the Notes. Except as specifically provided in the Notes, the Company shall not be required to make any payment with respect to any tax, duty, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority.

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     Section 408. Payments in Euro. All payments of principal and interest on the Notes shall be payable in euro.

     Section 409. Irish Stock Exchange; Irish Paying Agent.

     (a) The Company shall use its reasonable best efforts to maintain the admission and listing of the Notes on the regulated market of the Irish Stock Exchange for as long as any of the Notes are outstanding and, if the Notes cease to be admitted to trading on the Irish Stock Exchange’s regulated market, to use its reasonable best efforts promptly to admit the Notes to trading on another European Economic Area regulated market (for the purposes of (i) the Investment Services Directive (Directive 93/22/EEC) and (ii) after its coming into force and implementation, the Markets in Financial Instruments Directive (Directive 2004/35/EC)).

     (b) In addition to the notice provisions and requirements set forth elsewhere in this Fourth Supplemental Indenture and in the Base Indenture, all notices to the holders of an interest in the Notes will be given by publication at least once through the Regulatory News System offered by the Irish Stock Exchange through its Companies Announcements Office. Such notices will be deemed to have been given on the date of such publication. For so long as any Notes are represented by Global Notes, all notices to holders of the Notes will be delivered to Euroclear and Clearstream.

     (c) The Company shall maintain an Irish Paying Agent for as long as any of the Notes are listed on the Irish Stock Exchange. Notwithstanding the preceding sentence, the Company may vary such appointment and will notify the Irish Stock Exchange of such change of appointment.

     Section 410. Principal Paying Agent. The following provisions shall apply with respect to any payments to be made by the Company with respect to the Notes:

     (a) In order to provide for the payment of the principal and interest in respect of the 2010 Notes and the 2014 Notes as and when the same shall become due, the Company shall unconditionally make payment or cause payment to be made in euro in immediately available funds to an account specified by the Principal Paying Agent (such account to be notified by the Principal Paying Agent to the Company) in London of the amounts, at the times and in the manner set forth below:

     (i) on each Interest Payment Date, an amount sufficient (together with any funds then held by the Principal Paying Agent which are available for such purpose) to pay the interest becoming due in respect of all the 2010 Notes or 2014 Notes outstanding immediately prior to such Interest Payment Date; and

     (ii) whenever the Company shall elect or be required to redeem Notes, on the redemption date thereof an amount sufficient (together with any funds then held by the Principal Paying Agent which are available for such purpose) to pay the amount payable upon such redemption, together with any accrued interest, of such Notes.

     (b) The Company shall notify the Principal Paying Agent by facsimile by no later than the close of business on the Business Day prior to the due date for any payment under

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Section 410(a) above if such payment shall not be made in accordance with the conditions set forth in this Section 410. The Principal Paying Agent shall notify each of the other Paying Agents (if any), the Trustee and the Company by facsimile transmission as soon as possible and in any event not later than the close of business on each Interest Payment Date or redemption date, as the case may be, if the full payments as required under Section 410(a) hereof have not been made or if notification of non-payment referred to in the immediately preceding sentence has been made by the Company.

     Section 411. Computation of Interest. Interest on the Notes shall be computed as specified in the 2010 Notes and the 2014 Notes, and Section 311 of the Base Indenture shall not be applicable to the Notes.

     Section 412. European Union Paying Agents. The Company shall, to the extent permitted by law, maintain a paying agent in a Member State of the European Union (if any) that will not require withholding or deduction of tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such European Council Directive.

ARTICLE FIVE

Optional Redemption of the Notes of Each Series

     Section 501. Redemption Price. Each of the 2017 Notes and the 2037 Notes will be redeemable at any time, at the option of the Company, in whole or from time to time in part, on at least 30 days’ but no more than 60 days’ prior written notice mailed to the Holders of the Notes to be redeemed. In addition, notice of any such optional redemption will be published as described in the Base Indenture. The redemption price of the Notes to be redeemed will be equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the Redemption Date) discounted from their respective scheduled payment dates to the Redemption Date on an annual basis (computed on the basis of the actual number of days in the relevant annual interest period, from and including the date from which interest begins to accrue, to, but excluding, the date on which it falls due) using a discount rate equal to the sum of the applicable Reference Dealer Rate plus 0.15% for the 2010 Notes or the applicable Reference Dealer Rate plus 0.25% for the 2014 Notes, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the Redemption Date. For the avoidance of doubt, any calculation of the remaining scheduled payments of interest pursuant to clause (2) of the preceding sentence shall not include accrued and unpaid interest for the period up to and including the Redemption Date. The Trustee shall be entitled to rely on the Quotation Agent’s determination of the redemption price of the Notes. The redemption price of the Notes to be redeemed shall be payable in Euro.

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ARTICLE SIX

Repurchase of the Notes of Either Series upon a Change of Control Triggering Event

     Section 601. Offer to Repurchase Upon Change of Control Triggering Event.

     (a) Upon the occurrence of a Change of Control Triggering Event with respect to the 2017 Notes or the 2037 Notes, unless the Company has exercised its right to redeem the 2017 Notes or the 2037 Notes pursuant to Section 501 or Section 702 of this Fourth Supplemental Indenture, each Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes of the applicable series pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”), pursuant to and in accordance with the offer described in this Section 601.

     (b) Within 30 days following any Change of Control Triggering Event, the Company shall send, by first class mail, a notice to each Holder, with a written copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state:

     (i) a description of the transaction or transactions that constitute the Change of Control Triggering Event;

     (ii) that the Change of Control Offer is being made pursuant to this Section 601 and that all Notes validly tendered will be accepted for payment;

     (iii) the Change of Control Payment and the Change of Control Payment Date, which shall be a Business Day that is no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law;

     (iv) that any Note not tendered will continue to accrue interest;

     (v) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date unless the Company shall default in the payment of the Change of Control Payment of the Notes and the only remaining right of the Holder is to receive payment of the Change of Control Payment upon surrender of the Notes to the Paying Agent;

     (vi) that Holders electing to have a portion of a Note purchased pursuant to a Change of Control Offer may only elect to have such Note purchased in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof;

     (vii) that if a Holder elects to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;

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     (viii) that a Holder will be entitled to withdraw its election if the Company receives, not later than the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such Note purchased; and

     (ix) that if Notes are purchased only in part a new Note of the same type will be issued in a principal amount equal to the unpurchased portion of the Notes surrendered.

     (c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered and (iii) deliver or cause to be delivered for cancellation to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee, upon receipt of a Company Request, shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note of such series equal in principal amount to any unpurchased portion of the Notes surrendered by such Holder, if any; in denominations as set forth in the Indenture.

     (d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 601(d), the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 601 by virtue of such conflicts.

ARTICLE SEVEN

Additional Amounts and Tax Redemption

     Section 701. Additional Amounts.

     (a) All payments of principal and interest in respect of the 2010 Notes and the 2014 Notes will be made free and clear of, and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United States (collectively, “Taxes”), unless such withholding or deduction is required by law.

     (b) In the event such withholding or deduction of Taxes is required by law, subject to the limitations described below, the Company shall pay to the holder or beneficial owner of any

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Note affected that is not a U.S. holder such additional amounts (“Additional Amounts”) as may be necessary in order that every net payment by the Company or any paying agent of principal of or interest on the affected Notes (including upon redemption), after deduction or withholding for or on account of such Taxes, will not be less than the amount provided for in such Note to be then due and payable before deduction or withholding for or on account of such Taxes.

     (c) However, the Company’s obligation to pay Additional Amounts shall not apply to:

     (i) any Taxes which would not have been so imposed but for:

(1)	the existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and the United States, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner or person having such a power) being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in a trade or business in the United States or being or having been present in the United States or having or having had a permanent establishment in the United States;
(2)	the failure of such holder or beneficial owner to comply with any requirement under United States tax laws and regulations to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); or
(3)	such holder’s or beneficial owner’s present or former status as a personal holding company or a foreign personal holding company with respect to the United States, as a controlled foreign corporation with respect to the United States, as a passive foreign investment company with respect to the United States, as a foreign tax exempt organization with respect to the United States or as a corporation which accumulates earnings to avoid United States federal income tax;

     (ii) any Taxes imposed by reason of the holder or beneficial owner:

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(1)	owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of the Company’s stock;
(2)	being a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue Code; or
(3)	being a controlled foreign corporation with respect to the United States that is related to the Company by stock ownership;

     (iii) any Taxes which would not have been so imposed but for the presentation by the holder or beneficial owner of such Note for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment of the Note is duly provided for and notice is given to holders, whichever occurs later, except to the extent that the holder or beneficial owner would have been entitled to such additional amounts on presenting such Note on any date during such 10-day period;

     (iv) any Taxes which would not have been so imposed but for the presentation by the holder or beneficial owner of such Note for payment on a date after the date on which such payment became due and payable or the date on which payment of the Note was duly provided for and notice was given to holders, whichever occurs later, imposed solely because of a change in law, regulation or administrative or judicial interpretation that became effective after the day on which the payment became due and payable or the date on which payment of the Note was duly provided for, whichever occurs later;

     (v) any estate, inheritance, gift, sales, excise, transfer, personal property, wealth, interest equalization or similar Taxes;

     (vi) any Taxes which are payable otherwise than by withholding by the Company or a paying agent from payment of principal of or interest on such Note;

     (vii) any Taxes which are payable by a holder that is not the beneficial owner of the Note, or a portion of the Note, or that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, but only to the extent that a beneficial owner, a beneficiary or settlor with respect to such fiduciary or member of such partnership, limited liability company or similar entity would not have been entitled to the payment of an additional amount had such beneficial owner, settlor, beneficiary or member received directly its beneficial or distributive share of the payment;

     (viii) any Taxes required to be withheld by any paying agent (which term for purposes of this subparagraph (viii) includes the Company) from any payment of principal of or interest on any Note, if such payment can be made without such withholding by any other paying agent;

     (ix) any Taxes required to be withheld or deducted where such withholding or deduction is imposed pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such European Council Directive;

15

     (x) any Taxes that would not have been imposed in respect of any Notes or coupon if such Note or coupon had been presented to another paying agent in a Member State of the European Union; or

     (xi) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (x).

     (d) For purposes of this Section 701, the mere holding of and receipt of any payment with respect to a Note will not constitute a connection (1) between the holder or beneficial owner and the United States or (2) between a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner if such holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and the United States.

     (e) Any reference in this Fourth Supplemental Indenture, in the Indenture or in the Notes to principal or interest shall be deemed to refer also to Additional Amounts which may be payable under the provisions of this Section 701.

     (f) Except as modified by this Section 701, Section 1005 of the Base Indenture shall remain in effect and be applicable to the 2010 Notes and the 2014 Notes.

     Section 702. Tax Redemption.

     (a) In addition to the Company’s option to redeem the 2010 Notes and the 2014 Notes pursuant to Section 501 of this Fourth Supplemental Indenture, the 2010 Notes and the 2014 Notes may be redeemed at the option of the Company, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, together with interest accrued and unpaid to the date fixed for redemption, at any time, on giving not less than 30 nor more than 60 days’ prior written notice mailed to the holders of the Notes to be redeemed. In addition, notice of any such optional redemption will be published as described in the Base Indenture. Such notice shall be irrevocable, if:

     (i) the Company has or will become obligated to pay Additional Amounts as a result of any change in or amendment to the laws, regulations or rulings of the United States or any political subdivision or any taxing authority of or in the United States affecting taxation, or any change in or amendment to an official application, interpretation, administration or enforcement of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after September 26, 2007; or

     (ii) any action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in the United States or any political subdivision or taxing authority of or in the United States, including any of those actions specified in (i) above, whether or not such action was taken or brought with respect to the Company, or any change, clarification, amendment, application or interpretation of such laws, regulations or rulings shall be officially proposed, in any such case on or after September 26, 2007, which results (or, in the case of any such proposal, would result if enacted) in a substantial likelihood that the Company will be required to pay Additional

16

Amounts on the next 2010 Notes Interest Payment Date or 2014 Notes Interest Payment Date, as applicable.

     However, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be, in the case of a redemption for the reasons specified in (i) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption for the reasons specified in (ii) above, obligated to pay such Additional Amounts if a payment in respect of the 2010 Notes or the 2014 Notes, as the case may be, were then due.

     (b) Prior to the publication of any notice of redemption pursuant to this Section 702, the Company shall deliver to the Trustee:

     (i) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have occurred, and

     (ii) in the case of a redemption for the reasons specified in (i) or (ii) above, a written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change or amendment or that there is a substantial likelihood that it will be required to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application or interpretation (treating, for this purpose, any such proposed change, clarification, amendment, application or interpretation as actually enacted), as the case may be.

Such notice, once delivered by the Company to the Trustee, shall be irrevocable.

ARTICLE EIGHT

Miscellaneous Provisions

     Section 801. This Fourth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture and, as provided in the Base Indenture, this Fourth Supplemental Indenture forms a part of the Base Indenture. Except to the extent amended by or supplemented by this Fourth Supplemental Indenture, the Company and the Trustee hereby ratify, confirm and reaffirm the Base Indenture in all respects.

     Section 802. This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument.

     Section 803. THIS FOURTH SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF

17

THE STATE OF NEW YORK (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS).

     Section 804. This Fourth Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. If any provision in this Fourth Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required to be included herein by any provisions of the Trust Indenture Act, such required provision shall control.

     Section 805. In case any provision in this Fourth Supplemental Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 806. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and not those of the Trustee.

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, as of the day and year first written above.

SCHERING-PLOUGH CORPORATION
By:	/s/ E. Kevin Moore
Name:	E. Kevin Moore
Title:	Vice President and Treasurer
THE BANK OF NEW YORK, as Trustee
By:	/s/ Robert A. Massimillo
Name:	Robert A. Massimillo
Title:	Vice President

EXHIBIT A

ISIN NO. XS0322866749
COMMON CODE 032286674

NO. [   ]

SCHERING-PLOUGH CORPORATION
5.000% GLOBAL SENIOR NOTE DUE 2010

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED AS NOMINEE FOR THE BANK OF NEW YORK (THE “COMMON DEPOSITARY”) AS COMMON DEPOSITARY FOR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME AND EUROCLEAR BANK SA/NV, AS OPERATOR OF THE EUROCLEAR SYSTEM, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK AS COMMON DEPOSITARY, OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK AS COMMON DEPOSITARY, HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE COMMON DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR.

A-1

     SCHERING-PLOUGH CORPORATION, a New Jersey corporation (herein referred to as the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, or registered assigns, the principal sum of €[          ] on October 1, 2010 (the “Maturity Date”) and to pay interest thereon from October 1, 2007 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually on October 1 of each year (each, an “Interest Payment Date”), commencing October 1, 2008, at 5.000 % per annum until the principal hereof is paid or duly provided for.

     Any payment of principal or interest required to be made on a day that is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day and no interest shall accrue as a result of such delayed payment. Interest payable on each Interest Payment Date will include interest accrued from and including October 1, 2007 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to but excluding such Interest Payment Date.

     The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person (the “Holder”) in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the September 15 (whether or not a Business Day) preceding such Interest Payment Date (a “Regular Record Date”). Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date (the “Special Record Date”) to be fixed by the Trustee (referred to herein) for the payment of such Defaulted Interest, notice whereof shall be given to the Holder of this Note not more than 15 nor less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture.

     For purposes of this Note, “Business Day” means any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions are authorized or obligated by law or executive order to close in the City of New York and, for any place of payment outside the City of New York, in such place of payment, and on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System is open for settlement of payment in euros.

     Where interest is to be calculated in respect of a period which is equal to or shorter than the relevant interest period, it will be calculated on the basis of the actual number of days in such equal or shorter period, from and including the date from which interest begins to accrue, to, but excluding, the date on which it falls due, divided by the number of days in the relevant interest period (including the first day but excluding the last).

     Payment of the principal of this Note on the Maturity Date will be made against presentation of this Note at the Corporate Trust Office of the Trustee maintained for that purpose in London, England in euro or such other lawful currency of the participating member states in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community that at the time of payment is legal tender for the payment of public and

A-2

private debts. So long as this Note remains in book-entry form, all payments of principal and interest will be made by the Company in immediately available funds.

     GENERAL. This Note is one of a duly authorized issue of securities (herein called the “Securities”) of the Company, issued and to be issued under an indenture dated as of November 26, 2003 (the “Base Indenture”), as supplemented by the Fourth Supplemental Indenture dated as of October 1, 2007 (the “Fourth Supplemental Indenture”), and as it may be further supplemented from time to time (herein collectively called the “Indenture”), between the Company and The Bank of New York, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the indenture with respect to a series of which this Note is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Note is one of a duly authorized series of Securities designated as “5.000% Senior Notes due 2010” (collectively, the “Notes”).

     The Notes are initially limited to €500,000,000 aggregate principal amount. The Company may, without the consent of the Holder hereof, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional securities shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. No additional Notes may be issued if an Event of Default has occurred.

     EVENTS OF DEFAULT. If an Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

     ADDITIONAL AMOUNTS. All payments of principal and interest in respect of the Notes will be made free and clear of, and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United States (collectively, “Taxes”), unless such withholding or deduction is required by law. In the event such withholding or deduction of Taxes is required by law, then the Company shall pay “Additional Amounts” in accordance with and subject to the exceptions set forth in Section 701 of the Fourth Supplemental Indenture.

     MATURITY AND OPTIONAL REDEMPTION. The Notes may be redeemed prior to the Maturity Date as provided for in Section 501 of the Fourth Supplemental Indenture. Except as otherwise provided herein, the Notes are not subject to repayment at the option of the Holders. The Notes are not subject to the operation of any sinking fund.

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     TAX REDEMPTION. If, due to certain reasons specified in Section 701 of the Fourth Supplemental Indenture, the Company has or will become obligated to pay Additional Amounts on the Notes or if there is a substantial likelihood that Schering-Plough will become obligated to pay Additional Amounts on the Notes, then the Company may at its option, redeem the Notes at any time, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, together with interest accrued and unpaid to the date fixed for redemption, pursuant to and in accordance with Section 702 of the Fourth Supplemental Indenture.

     OFFER TO REPURCHASE UPON A CHANGE OF CONTROL TRIGGERING EVENT. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes pursuant to Section 501 or Section 702 of the Fourth Supplemental Indenture, each Holder will have the right to require the Company to repurchase all or any part (equal to €50,000 or an integral multiple of €1,000 in excess thereof) of each Holder’s Notes pursuant to a Change of Control Offer at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, pursuant to and in accordance with Section 601 of the Fourth Supplemental Indenture.

     MODIFICATION AND WAIVERS; OBLIGATIONS OF THE COMPANY ABSOLUTE. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series. Such amendment may be effected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of all Securities issued under the Indenture at the time Outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Outstanding Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of individual series to waive on behalf of all of the Holders of Securities of such individual series certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

     No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate and in the coin or currency herein prescribed.

     DEFEASANCE AND COVENANT DEFEASANCE. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note.

A-4

     REGISTRATION OF TRANSFER OR EXCHANGE. As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registrable in the Security Register upon surrender of this Note for registration of transfer at the Corporate Trust Office of the Trustee in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

     As provided in the Indenture and subject to certain limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by the Holders surrendering the same.

     This Note is a Global Security. If the Common Depositary is at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed by the Company within 90 days or an Event of Default under the Indenture has occurred and is continuing, the Company will issue Notes in certificated form in exchange for each Global Security. In addition, the Company may at any time determine not to have Notes represented by a Global Security and, in such event, will issue Notes in certificated form in exchange in whole for the Global Security representing such Note. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Notes so issued in certificated form will be issued in denominations of €50,000 or any amount in excess thereof which is an integral multiple of €1,000 and will be issued in registered form only, without coupons.

     No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

     DEFINED TERMS. All terms used in this Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

     GOVERNING LAW. This Note shall be governed by and construed in accordance with the law of the State of New York.

     NOTICES. Notices to Holders of the Notes may be made by first class mail, postage prepaid, to the addresses that appear on the register maintained by the Security Registrar or by guaranteed overnight courier or by facsimile transmission (receipt confirmed by facsimile transaction receipt) followed by overnight courier. Any notice will be deemed to have been

A-5

given on the date of publication or, if published more than once, on the date of the first publication.

     Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal.

Dated: [          ]

SCHERING-PLOUGH CORPORATION
By:
	Name:
	Title:

Attest:
	Name:
	Title:

TRUSTEE’S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture
THE BANK OF NEW YORK,
as Trustee
By:
	Authorized Signatory

A-6

OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to Section 601 of the Fourth Supplemental Indenture, check the box below:

     o Section 601

     If you want to elect to have only part of the Note purchased by the Company pursuant to Section 601 of the Fourth Supplemental Indenture, state the amount you elect to have purchased:

$

Date:	Your
	Signature:
		(Sign exactly as your name appears on the face of this Note)

Tax Identification No:

Signature Guarantee*:

(*Participant in a Recognized Signature

Guarantee Medallion Program)

A-7

EXECUTION VERSION

EXHIBIT B

ISIN NO. XS0323955541
COMMON CODE 032395554

NO. [   ]

SCHERING-PLOUGH CORPORATION
5.375% GLOBAL SENIOR NOTE DUE 2014

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED AS NOMINEE FOR THE BANK OF NEW YORK (THE “COMMON DEPOSITARY”) AS COMMON DEPOSITARY FOR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME AND EUROCLEAR BANK SA/NV, AS OPERATOR OF THE EUROCLEAR SYSTEM, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK AS COMMON DEPOSITARY, OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK AS COMMON DEPOSITARY, HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE COMMON DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR.

B-1

     SCHERING-PLOUGH CORPORATION, a New Jersey corporation (herein referred to as the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, or registered assigns, the principal sum of €[          ] on October 1, 2014 (the “Maturity Date”) and to pay interest thereon from October 1, 2007 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually on October 1 of each year (each, an “Interest Payment Date”), commencing October 1, 2008, at 5.375 % per annum until the principal hereof is paid or duly provided for.

     Any payment of principal or interest required to be made on a day that is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day and no interest shall accrue as a result of such delayed payment. Interest payable on each Interest Payment Date will include interest accrued from and including October 1, 2007 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to but excluding such Interest Payment Date.

     The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person (the “Holder”) in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the September 15 (whether or not a Business Day) preceding such Interest Payment Date (a “Regular Record Date”). Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date (the “Special Record Date”) to be fixed by the Trustee (referred to herein) for the payment of such Defaulted Interest, notice whereof shall be given to the Holder of this Note not more than 15 nor less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture.

     For purposes of this Note, “Business Day” means any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions are authorized or obligated by law or executive order to close in the City of New York and, for any place of payment outside the City of New York, in such place of payment, and on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System is open for settlement of payment in euros.

     Where interest is to be calculated in respect of a period which is equal to or shorter than the relevant interest period, it will be calculated on the basis of the actual number of days in such equal or shorter period, from and including the date from which interest begins to accrue, to, but excluding, the date on which it falls due, divided by the number of days in the relevant interest period (including the first day but excluding the last).

     Payment of the principal of this Note on the Maturity Date will be made against presentation of this Note at the Corporate Trust Office of the Trustee maintained for that purpose in London, England in euro or such other lawful currency of the participating member states in

B-2

the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community that at the time of payment is legal tender for the payment of public and private debts. So long as this Note remains in book-entry form, all payments of principal and interest will be made by the Company in immediately available funds.

     GENERAL. This Note is one of a duly authorized issue of securities (herein called the “Securities”) of the Company, issued and to be issued under an indenture dated as of November 26, 2003 (the “Base Indenture”), as supplemented by the Fourth Supplemental Indenture dated as of October 1, 2007 (the “Fourth Supplemental Indenture”), and as it may be further supplemented from time to time (herein collectively called the “Indenture”), between the Company and The Bank of New York, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the indenture with respect to a series of which this Note is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Note is one of a duly authorized series of Securities designated as “5.375% Senior Notes due 2014” (collectively, the “Notes”).

     The Notes are initially limited to €1,500,000,000 aggregate principal amount. The Company may, without the consent of the Holder hereof, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional securities shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. No additional Notes may be issued if an Event of Default has occurred.

     EVENTS OF DEFAULT. If an Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

     ADDITIONAL AMOUNTS. All payments of principal and interest in respect of the Notes will be made free and clear of, and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United States (collectively, “Taxes”), unless such withholding or deduction is required by law. In the event such withholding or deduction of Taxes is required by law, then the Company shall pay “Additional Amounts” in accordance with and subject to the exceptions set forth in Section 701 of the Fourth Supplemental Indenture.

     MATURITY AND OPTIONAL REDEMPTION. The Notes may be redeemed prior to the Maturity Date as provided for in Section 501 of the Fourth Supplemental Indenture. Except as otherwise provided herein, the Notes are not subject to repayment at the option of the Holders. The Notes are not subject to the operation of any sinking fund.

B-3

     TAX REDEMPTION. If, due to certain reasons specified in Section 701 of the Fourth Supplemental Indenture, the Company has or will become obligated to pay Additional Amounts on the Notes or if there is a substantial likelihood that Schering-Plough will become obligated to pay Additional Amounts on the Notes, then the Company may at its option, redeem the Notes at any time, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, together with interest accrued and unpaid to the date fixed for redemption, pursuant to and in accordance with Section 702 of the Fourth Supplemental Indenture.

     OFFER TO REPURCHASE UPON A CHANGE OF CONTROL TRIGGERING EVENT. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes pursuant to Section 501 or Section 702 of the Fourth Supplemental Indenture, each Holder will have the right to require the Company to repurchase all or any part (equal to €50,000 or an integral multiple of €1,000 in excess thereof) of each Holder’s Notes pursuant to a Change of Control Offer at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, pursuant to and in accordance with Section 601 of the Fourth Supplemental Indenture.

     MODIFICATION AND WAIVERS; OBLIGATIONS OF THE COMPANY ABSOLUTE. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series. Such amendment may be effected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of all Securities issued under the Indenture at the time Outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Outstanding Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of individual series to waive on behalf of all of the Holders of Securities of such individual series certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

     No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate and in the coin or currency herein prescribed.

     DEFEASANCE AND COVENANT DEFEASANCE. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note.

B-4

     REGISTRATION OF TRANSFER OR EXCHANGE. As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registrable in the Security Register upon surrender of this Note for registration of transfer at the Corporate Trust Office of the Trustee in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

     As provided in the Indenture and subject to certain limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by the Holders surrendering the same.

     This Note is a Global Security. If the Common Depositary is at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed by the Company within 90 days or an Event of Default under the Indenture has occurred and is continuing, the Company will issue Notes in certificated form in exchange for each Global Security. In addition, the Company may at any time determine not to have Notes represented by a Global Security and, in such event, will issue Notes in certificated form in exchange in whole for the Global Security representing such Note. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Notes so issued in certificated form will be issued in denominations of €50,000 or any amount in excess thereof which is an integral multiple of €1,000 and will be issued in registered form only, without coupons.

     No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

     DEFINED TERMS. All terms used in this Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

     GOVERNING LAW. This Note shall be governed by and construed in accordance with the law of the State of New York.

     NOTICES. Notices to Holders of the Notes may be made by first class mail, postage prepaid, to the addresses that appear on the register maintained by the Security Registrar or by guaranteed overnight courier or by facsimile transmission (receipt confirmed by facsimile transaction receipt) followed by overnight courier. Any notice will be deemed to have been

B-5

given on the date of publication or, if published more than once, on the date of the first publication.

     Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal.

Dated: [     ]

SCHERING-PLOUGH CORPORATION
By:
	Name:
	Title:

Attest:
	Name:
	Title:

TRUSTEE’S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture
THE BANK OF NEW YORK,
as Trustee
By:
	Authorized Signatory

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OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to Section 601 of the Fourth Supplemental Indenture, check the box below:

     o Section 601

     If you want to elect to have only part of the Note purchased by the Company pursuant to Section 601 of the Fourth Supplemental Indenture, state the amount you elect to have purchased:

$

Date:	Your
	Signature:
		(Sign exactly as your name appears on the face of this Note)

Tax Identification No:

Signature Guarantee*:

(*Participant in a Recognized Signature

Guarantee Medallion Program)

B-8

EX-5.1

Exhibit 5.1

McCarter & English, LLP

Four Gateway Center

100 Mulberry Street

P.O. Box 652

Newark, NJ 07102

T. 973.622.4444

F. 973.624.7070

www.mccarter.com

October 1, 2007

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

Re:    Schering-Plough Corporation
6.00% Senior Notes due 2017
6.55% Senior Notes due 2037
5.000 % Senior Notes due 2010
5.375 % Senior Notes due 2014

Ladies and Gentlemen:

          We have acted as special New Jersey counsel to Schering-Plough Corporation, a New Jersey corporation (the “Company”), in connection with the Company’s authorization for issuance and sale of $1,000,000,000 principal amount of 6.00% Senior Notes due 2017 (the “2017 Notes”), $1,000,000,000 principal amount of 6.55% Senior Notes due 2037 (the “2037 Notes”), €500,000,000 in aggregate principal amount of 5.000% Senior Notes due 2010 (the “2010 Notes”) and €1,500,000,000 in aggregate principal amount of 5.375% Senior Notes due 2014 (the “2014 Notes” and, together with the 2017 Notes, the 2037 Notes and the 2010 Notes, the “Securities”). The Securities are to be offered and sold under the Company’s Registration Statement on Form S-3, No. 333-145055 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

               In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined and relied upon copies of the following documents (collectively, the “Documents”): (1) the Registration Statement; (2) the preliminary prospectus supplement dated September 12, 2007 relating to the 2017 Notes and the 2037 Notes and the preliminary prospectus supplement dated September 19, 2007 relating to the 2010 Notes and the 2014 Notes; (3) the final prospectus supplement dated September 12, 2007 relating to the 2017 Notes and the 2037 Notes and the final prospectus supplement dated September 26, 2007 relating to the 2010 Notes and the 2014 Notes; (4) the Amended and Restated Certificate of Incorporation of the Company, certified as of a recent date by the Department of the Treasury of the State of New Jersey; (5) the bylaws of the Company, as amended to the date hereof; (6) resolutions adopted by the Board of Directors of the Company on March 10, 2007 relating to, among other matters, the registration of the Securities, as certified by the Assistant Secretary of the Company on July 26, 2007 as being complete, accurate and in effect; (7) resolutions adopted by the Board of Directors of the Company on June 26, 2007 relating to, among other matters, the issuance of the Securities, as certified by the Deputy Secretary

Schering-Plough Corporation
October 1, 2007
Page 2

of the Company on August 3, 2007 as being complete, accurate and in effect; (8) resolutions adopted by the Pricing Committee of the Board of Directors of the Company on September 10, 2007 relating to, among other matters, the issuance of the Securities, as certified by the Deputy Secretary of the Company on September 13, 2007 as being complete, accurate and in effect; (9) the Indenture between the Company and the Bank of New York, as trustee, dated November 26, 2003, as supplemented by a third supplemental indenture dated as of September 17, 2007 that provides for the terms of the 2017 Notes and the 2037 Notes, and as further supplemented by a fourth supplemental indenture dated as of October 1, 2007 that provides for the terms of the 2010 Notes and the 2014 Notes; and (10) such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth in this letter, subject to the assumptions, limitations and qualifications stated herein.

          In expressing the opinion set forth below, we have assumed, and so far as is known to us there are no facts inconsistent with, the following: (1) each individual executing any of the Documents is legally competent to do so; (2) each individual executing any of the Documents on behalf of a party (other than the Company), is duly authorized to do so; (3) each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding; and (4) all Documents submitted to us as originals are authentic; all Documents submitted to us as certified or photostatic copies conform to the original documents; all signatures on all such Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; all statements and information contained in the Documents and in the factual representations to us by officers of the Company are true and complete; and, there are no oral or written modifications or amendments to the Documents, by action or conduct of the parties or otherwise.

          For the purposes of the opinion set forth below, we have assumed that (1) the Registration Statement has become effective under the Securities Act and such effectiveness shall not have been terminated or rescinded; (2) the preliminary prospectus supplement dated September 12, 2007 and the final prospectus supplement dated September 12, 2007 have been prepared and filed under the Securities Act describing the terms of such Securities offered thereby complying with all applicable laws; (3) the preliminary prospectus supplement dated September 19, 2007 and the final prospectus supplement dated September 26, 2007 have been prepared and filed under the Securities Act describing the terms of such Securities offered thereby complying with all applicable laws (4) all applicable provisions of the “Blue Sky” and securities laws of the various states and other jurisdictions in which the Securities may be offered and sold shall have been complied with; and (5) none of the terms of the Securities, nor the issuance and delivery of the Securities, nor the compliance by the Company with the terms of the Securities will violate any applicable law or will result in a violation of any provision of any instrument

Schering-Plough Corporation
October 1, 2007
Page 3

or agreement then binding upon the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company.

          We express no opinion as to the laws of any jurisdiction other than the laws of the State of New Jersey and the State of New York.

     Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, we are of the opinion that the Securities are duly authorized and, when and if delivered against payment therefor and otherwise in accordance with the resolutions of the Board of Directors of the Company, will constitute valid and binding obligations of the Company.

          In addition to the assumptions, limitations and qualifications stated herein, our opinion expressed above is also subject to the effect of: (a) bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers), and (b) the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the applicable agreements are considered in a proceeding in equity or at law).

          We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

          We hereby consent to the reference to our firm under the Section “Validity of Securities” in the prospectus supplement included in the Registration Statement and to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act.

Very truly yours,

/s/ McCarter & English, LLP         

McCARTER & ENGLISH, LLP EX-10.1 5 y40131exv10w1.htm EX-10.1: SHARE PURCHASE AGREEMENT

Exhibit 10.1

SHARE PURCHASE AGREEMENT

relating to the shares in Organon BioSciences N.V., the holding company for the human healthcare and animal healthcare activities of the Akzo Nobel group

Between

AKZO NOBEL N.V.
(as Seller)

And

SCHERING-PLOUGH INTERNATIONAL C.V.
(as Purchaser)

and

SCHERING-PLOUGH CORPORATION
(as Purchaser Parent and Guarantor)

dated       30 September 2007

Table of Contents

     Clause Page

1.	INTERPRETATION	7
1.1	Definitions	7
1.2	References to persons and companies	7
1.3	Headings and references to Clauses, Schedules, Parts and Paragraphs	7
1.4	References to liabilities and obligations	7
1.5	Information	8
1.6	Legal terms	8
1.7	Other references	8
1.8	Third party stipulations	8
1.9	Drafting Party	8
2.	SALE AND PURCHASE	8
2.1	Shares	8
2.2	Purchase of Group Companies	8
3.	CONSIDERATION	10
3.1	Purchase Price	10
3.2	Payments at Closing	10
3.3	Adjustment to Purchase Price	10
4.	CONDITIONS PRECEDENT; ANTI-TRUST APPROVALS	10
4.1	Conditions	10
4.2	Responsibility for satisfaction; Anti-trust Approvals	11
4.3	(Non-)Satisfaction/Waiver	13
5.	PRE-CLOSING COVENANTS	13
5.1	Conduct of business	13
5.2	Access to Operations	15
5.3	Intra-group agreements and Master TSA	16
5.4	Estimated Net Debt Statement	16
5.5	Cooperation with Financing	17
5.6	Financing obligations of Purchaser and Purchaser Parent and Guarantor	18
5.7	Loan agreements	18
6.	CLOSING	19
6.1	Date and place	19

2

6.2	Payment of Estimated Purchase Price; Closing actions	19
6.3	Repayment of Estimated Intra-Group Indebtedness	19
6.4	Breach of Closing obligations	19
7.	POST-CLOSING ADJUSTMENT	20
7.1	Net Debt Statement	20
7.2	Adjustments to Purchase Price and repayment of Intra-Group Indebtedness	21
8.	WARRANTIES	22
8.1	Seller’s Warranties	22
8.2	Disclosure	23
8.3	Purchaser’s and Purchaser Parent and Guarantor’s Warranties	23
8.4	Liability for breach	24
8.5	Master Separation Agreement	24
9.	LIMITATION OF LIABILITY	25
9.1	Time limitation	25
9.2	Minimum claims	26
9.3	Aggregate minimum claims	26
9.4	Maximum liability	26
9.5	Provisions	26
9.6	Matters arising after Reference Time / Effective Time	26
9.7	Purchaser’s Insurance	27
9.8	Net financial benefit	27
9.9	Mitigation of Losses	27
9.10	Purchaser’s right to recover	27
10.	CLAIMS	28
10.1	Notification of potential claims	28
10.2	Notification of claims	28
10.3	Commencement of proceedings	29
10.4	Investigation by Seller	29
10.5	Procedure for third party claims	29
10.6	Third party stipulation limitation	30
11.	TAX MATTERS	30
12.	RESTRICTIONS	30
12.1	Restrictions on Seller	30
12.2	Restriction on Purchaser	31
13.	PURCHASER PARENT AND GUARANTOR GUARANTEE	31

3

13.1	Guarantee	31
13.2	Default; enforcement; non-waiver	31
14.	CONFIDENTIALITY	31
14.1	Announcements	31
14.2	Confidentiality undertaking	32
15.	MISCELLANEOUS	33
15.1	Further assurances	33
15.2	Whole agreement	33
15.3	No assignment	33
15.4	Waiver	33
15.5	Variation	34
15.6	Third party rights	34
15.7	Rescission	34
15.8	Method of payment	34
15.9	Costs	34
15.10	Interest	34
15.11	Notices	35
15.12	Invalidity	35
15.13	Counterparts	36
15.14	Notary	36
15.15	Dispute resolution	36
15.16	Governing law	37

4

Schedules

Schedule 1	Definitions
Schedule 2	Group Companies
Schedule 3	Retained Intra-Group Agreements
Schedule 4	Closing obligations
Schedule 5	Closing Anti-trust Approvals
Schedule 6	Net Debt Statement, Reporting Accountants
Schedule 7	Warranties and Disclosure
Schedule 8	Tax Indemnities and Tax matters
Schedule 9	Commitment Letter
Schedule 10	Data Room
Schedule 11	Certain correspondence and written material
Schedule 12	Amended and Restated Master Separation Agreement and related Amendment Agreement
Schedule 13	Affiliation Agreement
Schedule 14	Addendum

5

Share Purchase Agreement

THIS AGREEMENT IS MADE BETWEEN:

(1)	Akzo Nobel N.V., a public limited liability company (`naamloze vennootschap´) incorporated in the Netherlands, whose corporate seat is in Amsterdam, the Netherlands, and whose address is at Strawinskylaan 2555, 1077 ZZ Amsterdam, the Netherlands, (“Seller”),
(2)	Schering-Plough International C.V., a limited partnership (commanditaire vennootschap) established in Amsterdam, the Netherlands and whose address is at 2000 Galloping Hill Road, Kenilworth, NJ 07033, United States of America (“Purchaser”),

and

(3) Schering-Plough Corporation, a New Jersey corporation, with principal executive offices at 2000 Galloping Hill Road, Kenilworth, NJ 07033, United States of America, acting for and on behalf of itself, (“Purchaser Parent and Guarantor”).

WHEREAS:

(A)	Organon BioSciences N.V., (as further defined in Schedule 1, the “Company”) is the holding company for the Group, which comprises the human healthcare and animal healthcare activities of Seller’s Group;
(B)	Immediately prior to the Reference Time, Seller and the Company were in the final stages of preparing for the commencement of an initial public offering of shares of the Company;
(C)	Purchaser Parent and Guarantor has approached Seller expressing its confidence in acquiring the Shares of the Company on terms and conditions that, in Purchaser Parent and Guarantor’s view, offer Seller’s shareholders significantly greater value than an initial public offering of the Company, even on a long-term basis;
(D)	Seller and Purchaser entered into the Confidentiality Agreement, pursuant to which certain confidential information relating to the Group was made available to Purchaser and its Representatives;
(E)	Seller gave Purchaser and its Representatives access to the Data Room, as well as the opportunity to attend and participate in management presentations, and to ask questions and carry out investigations in relation to the Group and the Operations;

6

(F)	Seller wishes to sell and transfer the Shares in the Company to Purchaser, and Purchaser wishes to acquire same, on and subject to the terms and conditions set out in this Agreement; and
(G)	Purchaser Parent and Guarantor has agreed to guarantee to Seller the performance by Purchaser of its obligations under this Agreement.

IT IS AGREED AS FOLLOWS:

1.	INTERPRETATION
	In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply throughout:
1.1	Definitions
	Capitalized words, including those used in the introduction and preamble of this Agreement, shall have the meaning as defined in Schedule 1.
1.2	References to persons and companies
	References to:

1.2.1	a person include any individual, company, partnership or unincorporated association (whether or not having separate legal personality); and
1.2.2	a company include any company, corporation or any body corporate, wherever incorporated.

1.3 Headings and references to Clauses, Schedules, Parts and Paragraphs

1.3.1	Headings have been inserted for convenience of reference only and do not affect the interpretation of any of the provisions of this Agreement.
1.3.2	A reference in this Agreement to a Clause or Schedule is to the relevant Clause of or Schedule to this Agreement; to a Part is to the relevant Part of the relevant Schedule; and to a Paragraph is to the relevant Paragraph of (the relevant Part of) the relevant Schedule.

1.4 References to liabilities and obligations

1.4.1	Any reference in this Agreement to a liability or obligation of (any member of) Seller’s Group shall be deemed to incorporate a reference to an obligation on the part of Seller to procure that the relevant liability is discharged or obligation is performed by the relevant member of Seller’s Group, on and subject to the terms and conditions set out in this Agreement.
1.4.2	Any reference in this Agreement to a liability or obligation of (any member of) Purchaser’s Group shall be deemed to incorporate a reference to an obligation on the

7

part of Purchaser to procure that the relevant liability is discharged or obligation is performed by the relevant member of Purchaser’s Group, on and subject to the terms and conditions set out in this Agreement.

1.5	Information
	References to books, records or other information include books, records or other information stored in any form including paper, magnetic media, films, microfilms, electronic storage devices and any other data carriers.
1.6	Legal terms
	In respect of any jurisdiction other than the Netherlands, a reference to any Netherlands legal term shall be construed as a reference to the term or concept which most nearly corresponds to it in that jurisdiction.
1.7	Other references

1.7.1	Whenever used in this Agreement, the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
1.7.2	Any reference in this Agreement to any gender shall include all genders, and words importing the singular shall include the plural and vice versa.

1.8	Third party stipulations
	A third party stipulation (`derdenbeding´) expressly identified as such in this Agreement, shall be for the benefit of and enforceable by the relevant third parties, provided that the Parties exclude the applicability of articles 6:254, 6:255 and 6:256 of the Netherlands Civil Code. A third party stipulation expressly contained in this Agreement shall only be available to the third party after written acceptance thereof, delivered to the Party that has given the third party stipulation, which acceptance shall also be required to expressly state acceptance of the application of the relevant provisions of this Agreement (including the provisions of Clauses 9, 10, 15.15 and 15.16) to the third party stipulation. No Party that has given a third party stipulation herein will revoke such stipulation.
1.9	Drafting Party
	No provision of this Agreement shall be interpreted against a Party solely as a result of the fact that such Party was responsible for the drafting of such provision.
2.	SALE AND PURCHASE
2.1	Shares
	On and subject to the terms and conditions of this Agreement, Seller hereby sells to Purchaser, which hereby purchases, the Shares.
2.2	Purchase of Group Companies

2.2.1 Upon the written request of Purchaser, given not less than 30 (thirty) Business Days prior to Closing, and subject to the prior written consent of Seller, which may be given or withheld or withdrawn at any time in Seller’s sole discretion, on the Closing Date Seller shall directly sell and transfer to Purchaser or another member of Purchaser’s Group, as the case may be, in one or more transactions, all of the Interests in one or

8

	more Group Companies (other than the Company) for an amount of consideration agreed upon between Purchaser and Seller (in each case, a “Group Company Sale”), provided that Purchaser shall, at its risk, cost and expense, procure that all preparatory actions, filings and documents are taken or prepared, subject to Seller’s prior review and approval, by Purchaser’s relevant Representatives in connection with each Group Company Sale.
2.2.2	In the event of a Group Company Sale, Seller shall undertake any transactions consistent with Law necessary to enable Seller to hold directly on the Closing Date the Interests in any Group Company that is the subject of the Group Company Sale (each, a “Restructuring Transaction”).
2.2.3	Purchaser and Seller agree that the Purchase Price shall be reduced by the aggregate amount of consideration paid by Purchaser or another member of Purchaser’s Group as the case may be, to Seller, in all Group Company Sales.
2.2.4	To the extent Seller determines, in its sole judgment, that the aggregate amount of Tax or other costs incurred by Seller or another member of Seller’s Group in connection with any Group Company Sales (and any Restructuring Transactions described in Clause 2.2.2) is increased compared to the amount of Tax or other costs that otherwise would have been incurred by Seller or another member of Seller’s Group with respect to the transactions contemplated by this Agreement in the absence of such Group Company Sales or Restructuring Transactions, Purchaser agrees to indemnify and hold harmless Seller against the amount of such increase in Tax or other cost, and shall pay the amount of such Tax or other cost, including gross-up, as reasonably demonstrated by Seller (and, in the event of a disagreement, determined by an independent third party to be agreed upon by Seller and Purchaser), to Seller on the Closing Date or, if Closing does not occur for any reason, immediately upon termination of this Agreement.
2.2.5	The following is agreed with respect to the French Companies:

(a)

It is expressly acknowledged that the shares or partnership shares held in the French Companies of which Purchaser will indirectly become the owner on Closing, will immediately after Closing be reassigned to the company Schering-Plough Holding France SAS or any other French affiliated company which the Purchaser would wish to substitute itself with.

(b)

With this reassignment Purchaser means to comply with the provisions of the section 223 B c. of the Code General des Impôts (French Tax Code) which provides that “the provisions of the seventh subparagraph of section 223 B of the Code General des Impôts do not apply if the shares sold to the company member of the tax group have been acquired, directly or through the acquisition of a company which controls directly or indirectly, the purchased company in the meaning of section L 233-3 of the Commercial Code, immediately before, from people other than those mentioned in the seventh subparagraph, with the intention to reassign them”.

9

(c) It is Purchaser’s intention that the above-mentioned reassignment operation will be carried out in accordance with the provisions of the French tax administration guidelines as specified in paragraph 101 of the Bulletin Officiel des Impôts 4 H-3- 89 of May 2, 1989, in paragraph 101 of the documentation de base 4 H-6623 of July 12, 1997, and in paragraphs 54 to 56 of the Bulletin Officiel des Impôts 4 H-4-07 of March 21, 2007.

3.	CONSIDERATION
3.1	Purchase Price
	The consideration payable by Purchaser for the Shares (the “Purchase Price”) shall be an amount equal to the aggregate of:

3.1.1	the Bid Value; less
3.1.2	the Net Debt; less
3.1.3	the Pension Obligations.

3.2	Payments at Closing
	At Closing, Purchaser shall pay to Seller in accordance with Clause 6.2.1 an estimate of the Purchase Price (the “Estimated Purchase Price”), equal to the aggregate of:

3.2.1	the Bid Value; less
3.2.2	the Estimated Net Debt; less
3.2.3	the Pension Obligations.

3.3	Adjustment to Purchase Price
	If any payment is made by Seller to Purchaser or by Purchaser to Seller in respect of any claim (i) for any breach of this Agreement (including, for the avoidance of doubt, a breach of a Seller’s Warranty) or (ii) pursuant to an indemnity under this Agreement, the Purchase Price shall be deemed to be adjusted by the amount of such payment.
4.	CONDITIONS PRECEDENT; ANTI-TRUST APPROVALS
4.1	Conditions
	Closing is conditional upon satisfaction or waiver of the following Conditions Precedent:

4.1.1	the Closing Anti-trust Approvals shall have been obtained or, alternatively, any waiting periods under the Laws applicable to such approvals, shall have expired or been terminated;
4.1.2	no Governmental Authority shall have enacted, issued, promulgated or enforced any Law, non-appealable judgment, decree or injunction that is in effect and prohibits this Agreement or the consummation of the Transaction;
4.1.3	there shall not be pending or threatened any action or proceeding by a Governmental Authority seeking to prohibit consummation of the Transaction; and

10

4.1.4 Seller shall not be in breach of any of the obligations required to be performed by it under this Agreement that would be singly or in aggregate reasonably likely to have a Material Adverse Effect.

4.2 Responsibility for satisfaction; Anti-trust Approvals

4.2.1	Save as otherwise provided in Clause 4.2.2, each of the Parties shall use its reasonable best efforts to ensure satisfaction of and compliance with the Conditions Precedent.
4.2.2	Notwithstanding Clause 4.2.1, Purchaser shall:

(a)	as soon as practicable and advisable prepare and file with the relevant Governmental Authorities the notices and applications necessary to (i) satisfy the Condition Precedent set out in Clause 4.1.1 and (ii) obtain any other Anti-trust Approval, provided that Seller shall have the right to review and provide comments on such notices and applications, and provided further that Seller and Purchaser shall cooperate with each other and file, as soon as practicable or advisable, their respective notification and report form, if any, required for the Transaction under the HSR Act;
(b)	supply as promptly as practicable any additional information and documentary material that may be requested by any relevant Governmental Authority in connection with (i) the Condition Precedent set out in Clause 4.1.1 or (ii) any other Anti-trust Approval, provided that, with respect to any written submission, information or documentary materials, Seller shall have the right to review and provide comments on the same, and provided further that Seller shall, as promptly as practicable, provide any necessary information or documentary material that may reasonably be requested by Purchaser in order to fulfill its obligations under this Clause, or by any relevant Governmental Authority in connection with the Condition Precedent set out in Clause 4.1.1 or any other Anti-trust Approval, to the extent that it is in Seller’s possession and control; and
(c)	take promptly any and all steps necessary to avoid or eliminate each and every impediment to, and procure as soon as practicable, the fulfillment of the Condition Precedent set out in Clause 4.1.1 and the obtaining of all other Anti-trust Approvals by no later than 15 December 2007 (the “Outside Date”), including by (i) taking or giving to the competent Governmental Authorities a binding undertaking to take any action that may be necessary or appropriate in order to obtain clearance of the Transaction (including by agreeing to sell, lease, license or otherwise dispose of, or to hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, assets, rights, product lines, licenses, categories of any assets or businesses or other operations, or interests therein, of Purchaser Parent and Guarantor or its subsidiaries, including the shares, properties and all other assets to be acquired (directly or indirectly) by Purchaser hereunder, and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto, that may be required by any relevant Governmental Authority) or

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(ii) duly and promptly complying with any condition that any relevant Governmental Authority may impose to approve the consummation of the Transaction and that cannot be resisted in accordance with the terms of this Agreement. For the avoidance of doubt, Purchaser shall take any and all actions necessary in order to ensure that (x) no requirement for a waiver, consent or approval of any Governmental Authority, (y) no decree, decision, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude consummation of the Transaction by the Outside Date. For the avoidance of doubt, Seller shall take all steps reasonably practicable or necessary in order to cooperate with Purchaser in obtaining all necessary Anti-trust Approvals.

4.2.3	Purchaser shall use its reasonable best efforts to obtain all Anti-trust Approvals at the earliest possible date prior to the Outside Date and shall seek all relevant Anti-trust Approvals for each of the human healthcare and veterinary healthcare activities of Seller’s Group, individually and in the aggregate.
4.2.4	Notwithstanding the foregoing, none of Seller nor any other member of Seller’s Group shall have any obligation to hold separate or divest any assets, rights, product lines, licenses, categories of assets or businesses or other operations, or interests therein, of Seller or any other member of Seller’s Group.
4.2.5	Purchaser shall bear all filing fees and other costs incurred in relation to any anti-trust or similar filing required to be made in any jurisdiction in connection with Purchaser’s acquisition of the Shares. Purchaser shall also bear all costs, penalties and fines resulting from not filing in any jurisdiction where it is determined that filing should have taken place.
4.2.6	Without prejudice to Clause 4.2.2, Seller and Purchaser shall (i) promptly co-operate with and provide all necessary information and assistance reasonably required by any Governmental Authority in connection with the Condition Precedent set out in Clause 4.1.1 upon being requested to do so by the other Party, (ii) promptly inform, and provide copies to, the other Party of any communication received from, or given by it to, any Governmental Authority with respect to the said Condition Precedent, (iii) to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transaction and to participate in the preparation for such discussion, telephone call or meeting, (iv) not enter into, or consummate, any acquisition or license agreement which would present a material risk of making it materially more difficult to obtain any approval or authorization required in connection with the Condition Precedent set out in Clause 4.1.1, and (v) to the extent permitted by Law, consult with each other prior to filing or submitting documents or entering into discussions with any Governmental Authority and give each other advance notice to engage in meaningful consultation.

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4.2.7 Without prejudice to Clauses 4.2.2(c) and 4.2.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened, or becomes reasonably foreseeable, to be instituted) by a Governmental Authority or any other person challenging (any part of) the Transaction, each Party shall co-operate in all respects with the other Party and use its reasonable best efforts to defend, contest and resist any such actual, anticipated or threatened action or proceeding and, without avoidable delay, to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction.

4.3 (Non-)Satisfaction/Waiver

4.3.1	Within 2 (two) Business Days of becoming aware of the same, (i) Purchaser shall give notice to Seller, or vice versa, of the satisfaction of the Condition Precedent set out in Clause 4.1.1, and (ii) if applicable, Purchaser shall give notice to Seller, or vice versa, of non-satisfaction of any of the other Conditions Precedent.
4.3.2	The Conditions Precedent may only be waived by written agreement between Seller and Purchaser.
4.3.3	If the Conditions Precedent are not satisfied or waived on or before the Outside Date, Purchaser or Seller may, in its sole discretion, terminate this Agreement by notice to the other, and no party shall have any claim pursuant to this Agreement save for any claim of a Party arising from breach of any obligation contained in Clauses 2.2.4 or 4.2, provided that no such termination notice may be given by a Party which is in default of its material obligations under this Agreement, including, for the avoidance of doubt, Purchaser’s or Seller’s obligations under Clause 4.2.

5.	PRE-CLOSING COVENANTS
5.1	Conduct of business
	Seller undertakes to procure that between Signing and Closing:

5.1.1

the business of the Group is carried on with reasonable care as a going concern in the ordinary course as carried on prior to Signing consistent in all material respects with applicable Laws, and the present business organization, properties and assets and relationships with third parties is maintained in a reasonable manner and preserved consistent with the Group’s current practice, except as consented to in writing by Purchaser, such consent not to be unreasonably withheld or delayed, or as would be contrary to any Law;

5.1.2

without prejudice to the generality, and in furtherance, of Clause 5.1.1, to the extent relating to any Group Company, Seller and the Group Companies do not, without the prior written consent of Purchaser, such consent not to be unreasonably withheld or delayed, or except as would be contrary to any Law:

(a) reclassify, split (`splitsing van aandelen, samenvoeging van verschillende klassen van aandelen´), repay, recapitalize (`omzetting reserves in aandelenkapitaal´),

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	redeem, adjust the par value of, pay out stock dividend or repurchase, or allow to be reclassified, split, repaid, redeemed or repurchased any shares or other ownership interests of the Company or any other Group Company;
(b)	create, allot, issue, pledge, dispose of or encumber, or allow to be created, allotted, issued, pledged, disposed or encumbered any shares, ownership interests or voting securities, or any warrants, convertible securities, other rights of any kind to acquire or receive any shares, any other ownership interests or any voting securities of the Company or any other Group Company, or issue any instruments that give rise to the right of the holder to obtain shares, ownership interests or voting securities in the Company or any other Group Company;
(c)	declare, set aside, make or pay any dividend or make any equity distribution to shareholders of the Company, except pursuant to Clause 2.2;
(d)	incur any additional indebtedness, or issue any debt securities or assume, guarantee or endorse any material obligations of any other person, in each case having maturities of more than one year and which may not be terminated on less than 30 (thirty) days’ notice, without any material termination, pre-payment or similar payments;
(e)	acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any equity interest therein;
(f)	(A) directly or indirectly, sell, assign, lease, transfer, license or otherwise dispose of, or extend or exercise any option to sell, assign, lease, transfer, license or otherwise dispose of, any Intellectual Property, except pursuant to binding, written contracts existing as of Signing or as required by Law; or (B) sell, assign, lease, transfer, license, or otherwise dispose of, or extend or exercise any option to sell, assign, lease, transfer, license, or otherwise dispose of, any asset, other than Intellectual Property, other than in the ordinary course of business consistent with past practice;
(g)	mortgage or pledge any assets, other than by operation of Law;
(h)	terminate or materially extend or materially modify, or waive any rights under, any contract that is material to the Operations, other than in the ordinary course of business and consistent with reasonable oversight of the Operations;
(i)	enter into any contract, arrangement or commitment or amend any contract, arrangement or commitment, other than in the ordinary course of business and consistent with reasonable oversight of the Operations and, for this purpose, letters of credit with a value in excess of EUR 10 million (ten million euro) shall not be considered to be in the ordinary course of business and consistent with reasonable oversight of the Operations;
(j)	to the extent relating to any Employees, materially increase, amend or grant any employee benefits (including, but not limited to, pension, retirement, profit-

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	sharing or other incentive plans, but excluding any commercially reasonable retention bonuses and similar compensation) in any material manner or, without prior consultation with Purchaser and due consideration of Purchaser’s view, enter into or amend any collective bargaining agreement concerning any employee of the Group Companies or, without prior consultation with Purchaser and due consideration of Purchaser’s view, change the actuarial assumptions under any pension scheme;
(k)	make any payments or settle any claims under any indemnity given by the Company to Seller’s Group under the Master Separation Agreement;
(l)	settle any legal proceeding or other dispute in respect of class actions, intellectual property matters or, to the extent such settlement is reasonably likely to adversely affect the Company in a material way, any material investigations or other legal proceedings or actions by any Governmental Authority, or settle any other legal proceedings or other disputes other than in the ordinary course of business consistent with past practice;
(m)	incur any capital expenditure other than any capital expenditure incurred in connection with any repairs, replacements, maintenance, or binding written commitments of, or relating to, assets of the Company existing as of Signing, or purchases of any individual items for less than (A) EUR 300,000 (three hundred thousand euro) in the case of purchases relating to the human health activities of the Group and (B) EUR 200,000 (two hundred thousand euro) in the case of purchases relating to the animal health activities of the Group, as the case may be, or as required by Law;
(n)	change the accountancy and tax procedures, principles or practices of any Group Company except as and when required by applicable accounting guidelines or in the ordinary course of business;
(o)	amend or change the articles of association or similar organizational documents of any Group Company or adopt or pass resolutions for such purposes; and
(p)	to the extent relating to any period of Taxation in respect of a Group Company, commencing on or after 1 January 2007, and unless in the ordinary course of business, file or amend any Tax Return or claim for refund of Taxes with any Tax Authority, change any method of reporting income or deductions for Tax purposes, waive or consent to extend any period of limitations for the payment or assessment of any Tax, settle or compromise any Tax liability or refund.

5.2 Access to Operations

5.2.1 Subject to Clauses 5.2.2 and 5.2.3, Seller undertakes to procure that, until the Closing Date or, if applicable and earlier, termination of this Agreement, the Group Companies shall allow Purchaser and its Representatives upon reasonable notice to Seller, and subject to compliance with the relevant site access procedures, access during normal working hours to the premises, books and records of or relating to the Operations.

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5.2.2 The obligation of Seller under Clause 5.2.1 shall be subject to the right of the relevant member(s) of Seller’s Group to refuse access to the Operations on the grounds that access:

(a)	would be contrary to any Law;
(b)	would cause undue disruption to the relevant Operations or their management; or
(c)	would in the reasonable opinion of the relevant management of the relevant Operations involve issues of proprietary nature, commercial sensitivity or confidentiality such that access could materially damage such proprietary nature, value, competitiveness or confidentiality of the relevant Group Company or lead to a material breach of any obligations of the relevant Group Company, it being agreed that any information relating to sales force commissions of the Group shall constitute such issues.

5.2.3 Without detracting from the grounds for refusal set out in Clause 5.2.2, Purchaser shall only be entitled to have such access to the extent reasonably necessary for Purchaser to ensure the transfer of the Group in an efficient and timely manner at Closing and to allow Purchaser to help prepare for the transition of the Group into Purchaser’s Group.

5.3 Intra-group agreements and Master TSA

5.3.1

Seller covenants that, except as expressly set out in this Agreement or otherwise agreed by the Parties, all existing agreements and arrangements (except for the Retained Intra-Group Agreements) between one or more members of Seller’s Group (excluding the Group Companies) on the one hand and one or more Group Companies on the other hand shall be terminated prior to or at Closing to the extent related to the Operations. Without detracting from any longer duration periods as may be specified in the Master TSA in respect of any specific service, Seller agrees not to, and Purchaser shall procure that the relevant Group Company does not, terminate any Retained Intra-Group Agreement prematurely for a period of 6 (six) months after the Closing Date. Seller shall reasonably consider any reasonable requests of Purchaser, and vice versa, for any extension of the aforesaid 6 (six) month period.

5.3.2

Between Signing and Closing, Seller shall, and shall cause the Company to, and Purchaser shall, in good faith negotiate and shall execute an agreement for the rendering, for a temporary period after Closing, of certain services by one or members of Seller’s Group to one or more of the Group Companies, and vice versa, (the “Master TSA”) provided that the failure for whatever reason to sign the Master TSA prior to or at Closing, shall not in any way delay or prevent Closing from taking place.

5.4 Estimated Net Debt Statement

5.4.1	No later than 3 (three) Business Days prior to the date set in Clause 6.1 for Closing, Seller shall deliver to Purchaser the Estimated Net Debt Statement.
5.4.2	The Estimated Net Debt Statement shall be drawn up in good faith in the form set out in Schedule 6 (Part 1).

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5.4.3	Any amounts included in the determination of the Estimated Net Debt Statement in currencies other than Euro shall be translated into Euro at such exchange rates as are used by Seller for its internal accounting purposes and communicated to Purchaser, at the date of drawing up the Estimated Net Debt Statement.
5.4.4	The Estimated Net Debt Statement shall for purposes of the calculation and allocation of the Estimated Purchase Price, not be subject to review by Purchaser and shall be final and binding on the Parties.

5.5 Cooperation with Financing

5.5.1

At the request and cost of Purchaser, prior to the Closing, Seller shall reasonably cooperate, shall use all reasonable efforts to cause any Group Company to reasonably cooperate, and shall request that their respective Representatives, including legal and accounting, reasonably cooperate, in connection with the financing to be provided under the Commitment Letter and any equity, debt or other securities issuance to refinance or, subject to Clause 5.6, to replace all or any part of such financing (together, the “Financing”), in each case for the purchase or transfer of the Shares and the other transactions contemplated by this Agreement (provided that such requested cooperation does not unreasonably interfere with the ongoing management or operations of the Group, or require travel or demands on the time of management or employees prior to Closing that in the view of Seller is unreasonably disruptive to the management or operations of the Group), including (i) participation in a reasonable number of meetings, presentations, update due diligence sessions and sessions with rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing, including a reconciliation of the Accounts to US GAAP; (iii) executing and delivering any pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Purchaser or Purchaser Parent and Guarantor, and (iv) the making of any notifications required in relation to the Financing under the Netherlands Works Council Act.

5.5.2

The obligations of Seller under this Clause 5.5 shall be limited as follows: (i) Seller and its Representatives shall not be required to incur any Liabilities in respect of the Financing, none of the Group Companies nor their respective Representatives shall be required to incur any Liabilities in respect of the Financing prior to Closing, and Purchaser shall indemnify and hold harmless each of Seller, the Group Companies and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties arising from or relating to their involvement or cooperation in connection with the Financing and any information utilized in connection therewith, including under any securities law, (ii) none of Seller, any Group Company or any Representative shall have any obligation to meet or participate in any meetings with any potential lender, investor or member of a banking syndicate (other than Goldman Sachs International) prior to Closing, in a manner that would unreasonably interfere with the operation of Seller’s

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business, (iii) nothing in this Clause 5.5 shall be deemed to permit or require the disclosure of information that would otherwise be prevented under Clause 14 (Confidentiality), (iv) arrangement of the Financing is the sole responsibility of Purchaser, and (v) obtaining the Financing, and cooperation by Seller, the Group Companies and their Representatives in obtaining the Financing, is not a condition to the obligations of Purchaser hereunder.

5.6 Financing obligations of Purchaser and Purchaser Parent and Guarantor

5.6.1

Purchaser and Purchaser Parent and Guarantor shall procure that the Bridge Facility and any other credit facility (other than the Credit Agreement) or other financing documents entered into pursuant to the Commitment Letter (together, “Financing Documents”) reflect in all material respects the terms set out in the Commitment Letter (including all terms relating to the amount of funds committed, the availability period and certain funds). Purchaser and Purchaser Parent and Guarantor shall perform their respective obligations under the Commitment Letter, Financing Documents and the Credit Agreement and shall use their respective reasonable best efforts to maintain the Commitment Letter, any Financing Documents and the Credit Agreement in full force and effect, shall not cancel any commitments thereunder, and shall not permit any amendment, modification, termination, replacement, restatement, cancellation or other change to be made to the Commitment Letter, any Financing Documents or the Credit Agreement, or grant any waiver, that would in any way (i) reduce the aggregate amount of the financing committed and available to be drawn thereunder, (ii) reduce the period of time for which funds are available to be drawn, (iii) make the conditions to disbursement more onerous to Purchaser or Purchaser Parent and Guarantor than those set forth in the Commitment Letter and the Credit Agreement, respectively, or (iv) adversely affect Purchaser’s ability to draw funds thereunder on the Closing Date sufficient to enable Purchaser to pay the amount payable by Purchaser under Clause 3 and all fees and expenses required to be paid in connection with such financing, refinancing existing indebtedness, and achieve Closing hereunder. The limitations set out in the preceding sentence shall not apply to the Commitment Letter or Credit Agreement once the Financing Documents have been entered into.

5.6.2

Purchaser undertakes to Seller that Purchaser shall take all action necessary to draw on the Closing Date under either the Bridge Facility or the Credit Agreement or both amounts sufficient for Purchaser to pay the amount payable under Clause 3 to the extent Purchaser does not use cash from Purchaser Parent and Guarantor. Purchaser shall not be entitled to delay Closing in order to draw amounts under any debt facility or to arrange any equity, debt or other securities issuance to refinance or replace all or any part of the Bridge Facility.

5.7	Loan and deposit agreements
	Seller covenants that, prior to Closing, the loan under the Shareholder Loan Agreement, together with accrued interest thereon, netted against (i) the loan under that certain loan agreement entered into between the Company (as lender) and Seller (as borrower) during or about September 2007, together with accrued interest thereon, and (ii) certain cash deposits

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made by the Company with Seller since 28 February 2007, together with accrued interest thereon, shall have been converted, by way of an informal capital contribution, to share premium on the Shares so that all of the parties’ obligations under the said loan agreements and deposit arrangements shall have been terminated.

6.	CLOSING
6.1	Date and place
	Subject to the satisfaction (or waiver under Clause 4.3.2) of each of the Conditions Precedent:

6.1.1	Closing shall take place in Amsterdam, the Netherlands, at the offices of Seller’s Lawyers, commencing at 11h00 CET, but not completed before 16h30 CET, on the 5th (fifth) Business Day after satisfaction or waiver of the Condition Precedent set out in Clause 4.1.1 (subject to the satisfaction (or waiver occurs under Clause 4.3.2) of the other Conditions Precedent); or
6.1.2	at such other date, time or location as may be agreed in writing by the Parties.

6.2 Payment of Estimated Purchase Price; Closing actions

6.2.1

Purchaser shall pay the Estimated Purchase Price in three parts to its euro resident accounts with ABN AMRO, ING and Rabobank no later than on the day immediately preceding the date scheduled for Closing pursuant to Clause 6.1, and shall procure that, immediately after performance of the actions set out in Paragraph 2 of Schedule 4, the Estimated Purchase Price is paid, with value on the Closing Date, from the aforesaid accounts to three designated bank accounts of Seller with the same banks.

6.2.2

At Closing, the Parties shall procure that the actions set out in Schedule 4 are taken in the sequence set out therein.

6.3 Repayment of Estimated Intra-Group Indebtedness

6.3.1 Immediately following Closing:

(a)	Purchaser shall procure that each relevant Group Company repays to the relevant member of Seller’s Group (excluding any Group Company) the Estimated Intra-Group Payables of said Group Company; and
(b)	Seller shall procure that each relevant member of Seller’s Group (excluding any Group Company) repays to each relevant Group Company the Estimated Intra-Group Receivables of said Group Company;
	in each case as set out in the Estimated Net Debt Statement.

6.3.2 The repayments made pursuant to Clause 6.3.1 shall, to the extent legally permissible, be aggregated and discharged by way of set-off.

6.4	Breach of Closing obligations
	If any Party breaches any material obligation in Clauses 6.2 and 6.3 and Schedule 4 in relation to Closing, Purchaser, in the case of breach by Seller, or

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Seller, in the case of breach by Purchaser, shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by notice served on or after the date set in Clause 6.1.1 for Closing:

6.4.1	to terminate this Agreement (other than Clauses 1, 13 and 15.2 through 15.16), in which event the Parties shall forthwith take all such action as is necessary to reverse any action already taken under Clauses 6.2 and 6.3 and Schedule 4;
6.4.2	to effect Closing as far as practicable having regard to the defaults which have occurred; or
6.4.3	to set a new date for Closing (not being more than 20 (twenty) Business Days after the previously set date for Closing) in which case the provisions of Clauses 6.2, 6.3 and 6.4 and Schedule 4 shall apply to Closing as so deferred.

7.	POST-CLOSING ADJUSTMENT
7.1	Net Debt Statement

7.1.1	Within 5 (five) Business Days after the Closing Date, Seller shall prepare and deliver to Purchaser a draft of the Net Debt Statement in the form set out in Schedule 6 (Part 1) and prepared in accordance with Schedule 6 (Part 2).
7.1.2	In the event that Purchaser disagrees with the draft Net Debt Statement, Purchaser shall within 10 (ten) Business Days after receipt thereof, deliver notice of such disagreement to Seller, such notice (the “Notice of Disagreement”) to specify (i) each line item in the draft statement with which Purchaser disagrees, (ii) the amount of each adjustment proposed by Purchaser and (iii) in reasonable detail, the reason for Purchaser’s disagreement in respect of each such line item.
7.1.3	If Purchaser does not deliver a Notice of Disagreement in terms of Clause 7.1.2, the draft Net Debt Statement shall be final and binding on Seller and Purchaser (and each relevant other member of Purchaser’s Group) for all purposes.
7.1.4	If Purchaser delivers a Notice of Disagreement in terms of Clause 7.1.2, then:

(a)

at the election of Seller, each line item in the draft Net Debt Statement in respect of which Purchaser does not deliver a Notice of Disagreement in accordance with Clause 7.1.2, shall be final and binding on Seller and Purchaser (and each other member of Purchaser’s Group) for all purposes; and

(b)

Seller and Purchaser shall attempt in good faith to reach agreement in respect of those line items in the draft Net Debt Statement in respect of which Purchaser has thus given Notice of Disagreement, provided that if Seller and Purchaser do not reach such agreement within 10 (ten) Business Days of delivery of the Notice of Disagreement, Seller or Purchaser may by notice to the other require that those line items in the draft Net Debt Statement that have been properly specified in Purchaser’s Notice of Disagreement in accordance with Clause 7.1.2

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and subsequently have not been agreed upon between Seller and Purchaser within the aforesaid 10 (ten) Business Days, be referred to the Reporting Accountants in the terms of Schedule 6 (Part 3).

7.1.5 In order to enable the preparation and determination of the Net Debt Statement, Purchaser shall procure the keeping up-to-date and, subject to reasonable notice, making available to Seller’s Representatives during normal office hours of all books and records relating to the Group, and co-operate with them with regard to the preparation and determination of the Net Debt Statement. Purchaser shall procure that the Group Companies shall, in so far as it is reasonable to do so, make available the services of their employees to assist Seller in the performance of Seller’s duties and exercise of Seller’s rights under this Clause 7.1.

7.2 Adjustments to Purchase Price and repayment of Intra-Group Indebtedness

7.2.1 Net Debt

(a)	If the Net Debt reflected in the Net Debt Statement is less than the Estimated Net Debt, Purchaser shall pay to Seller an amount equal to such deficit.
(b)	If the Net Debt reflected in the Net Debt Statement exceeds the Estimated Net Debt, Seller shall repay Purchaser an amount equal to such excess.

7.2.2	Intra-Group Indebtedness
	In respect of each Group Company:

(a)	to the extent that the amount of any Intra-Group Payable reflected in the Net Debt Statement is less than the amount of the Estimated Intra-Group Payable repaid pursuant to Clause 6.3.1(a), Seller shall procure that the relevant member of Seller’s Group pays to the Group Company an amount equal to such deficit;
(b)	to the extent that the amount of any Intra-Group Payable reflected in the Net Debt Statement exceeds the amount of the Estimated Intra-Group Payable repaid pursuant to Clause 6.3.1(a), Purchaser shall procure that the Group Company pays to the relevant member of Seller’s Group an amount equal to such excess;
(c)	to the extent that the amount of any Intra-Group Receivable reflected in the Net Debt Statement is less than the amount of the Estimated Intra-Group Receivable repaid pursuant to Clause 6.3.1(b), Purchaser shall procure that the Group Company pays to the relevant member of Seller’s Group an amount equal to such deficit; and
(d)	to the extent that the amount of any Intra-Group Receivable reflected in the Net Debt Statement exceeds the amount of the Estimated Intra-Group Receivable repaid pursuant to Clause 6.3.1(b), Seller shall procure that the relevant member of Seller’s Group pays to the Group Company an amount equal to such excess.

7.2.3	Interest
	Any payment to be made in accordance with this Clause 7.2 shall include interest thereon calculated, at the Interest Rate, from the day after the Effective Time to the day of payment, both days inclusive.

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7.2.4 Payment

(a)	The due date for any payment to be made under this Clause 7.2, shall be the 5th (fifth) Business Day after the Net Debt Statement has been finally determined in accordance with Clause 7.1.4.
(b)	All payments (including interest payments) made under this Clause 7.2 (excluding Clause 7.2.2) shall be made on account of the Purchase Price.
(c)	To the extent legally permissible, the payments to be made pursuant to this Clause 7.2, shall be aggregated and discharged by way of set-off.

8.	WARRANTIES
8.1	Seller’s Warranties

8.1.1

Subject to the remaining provisions of this Clause 8 and to Clauses 9 and 10, Seller represents and warrants to Purchaser and Purchaser Parent and Guarantor and, as an irrevocable third party stipulation (`derdenbeding´) after Closing, to the Company and members of the Group that the statements set out in Schedule 7 (Part 1) were true and accurate at the Reference Time, except for the Seller’s Warranty set out in Paragraph 2(a)(ii) (the Accounts) which Seller represents and warrants as being true and accurate at the Accounts Date.

8.1.2

Each Seller’s Warranty applies only to the subject expressly referred to therein. Without detracting from the generality of the foregoing, but with the exception of the generality of Paragraphs 2(a), 4(b), and 15(a) of Schedule 7 (Part 1), the only Seller’s Warranties given:

(a)	in respect of real property, are those contained in Paragraph 5 of Schedule 7 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of real property;
(b)	in respect of Intellectual Property, are those contained in Paragraph 6 of Schedule 7 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of Intellectual Property;
(c)	in respect of employment or pension matters, are those contained in Paragraph 8 of Schedule 7 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of such matters;
(d)	in respect of HSE matters, are those contained in Paragraph 8(a)(iii) and Paragraph 10 of Schedule 7 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of HSE matters;
(e)	in respect of anti-trust, fair trading, dumping, state and consumer protection or similar matters, are those contained in Paragraph 11 of Schedule 7 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of such matters; and

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(f) in respect of Tax matters, are those contained in Paragraph 14 of Schedule 7 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of such matters.

8.1.3 Seller shall provide to Purchaser and Purchaser Parent and Guarantor a certificate at Closing representing and warranting that Seller’s Warranties are true and accurate at Closing as if they had been repeated at Closing, except for those that refer to a specific date, provided that:

(a)	the reference to the 12-month period in Paragraph 7(c) of Schedule 7 (Part 1) shall be deemed to be the 12-month period commencing at the Reference Time; and
(b)	the foregoing repetition of warranties provided for above shall not apply to Paragraphs 2(a), 8(b)(i), and 15(a)(iv) of Schedule 7 (Part 1).

8.1.4	Each of Purchaser and Purchaser Parent and Guarantor acknowledges and agrees that Seller makes no representation or warranty as to the accuracy of any forecasts, estimates, projections, statements of intent or statements of opinion howsoever provided to Purchaser or any of its Representatives. Purchaser acknowledges that no representations or warranties, express or implied, have been given or are given by Seller or any of its Representatives other than Seller’s Warranties.
8.1.5	Any Seller’s Warranty qualified by the expression “so far as Seller is aware” or any similar expression shall be deemed to refer to the knowledge of those members of Seller’s corporate staff whose names are set out in Schedule 7 (Part 3), who shall be deemed to have knowledge of such matters as they would have discovered had they made reasonable enquiries within the Group.
8.1.6	The applicability of article 7:17 of the Netherlands Civil Code is hereby excluded.

8.2	Disclosure
	Seller’s Warranties are limited by, and Seller shall not be in breach of or liable for any Seller’s Warranties in respect of, the matters disclosed in:

8.2.1	the Prospectus;
8.2.2	the Accounts;
8.2.3	the Disclosure Letter;
8.2.4	this Agreement;
8.2.5	those documents made available in the Data Room in respect of which Purchaser Parent and Guarantor and its Representatives were granted printing privileges on or prior to 9 March 2007 which are listed in Schedule 10;
8.2.6	any publicly available documents filed with, or furnished to, the U.S. Securities and Exchange Commission by Seller prior to Closing;
8.2.7	the written management presentation held on 7 March 2007 as made available to Purchaser Parent and Guarantor at or prior to Signing; and

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8.2.8 in correspondence or other written material, sent or provided (including by electronic transmission) by Seller or its Representatives, as from 28 February 2007 to the Reference Time, to Purchaser Parent and Guarantor or its Representatives, together with the contents of all enclosures thereto, which are attached on Schedule 11.

8.3 Purchaser’s and Purchaser Parent and Guarantor’s Warranties

8.3.1 Purchaser represents and warrants to Seller that, as at the date of the execution of this Agreement:

(a)	the statements set out in Schedule 7 (Part 4) are true and accurate in all material respects; and
(b)	neither Purchaser nor any of its Representatives, is aware of any breach of Seller’s Warranties or of any fact or circumstance which could give rise to a breach of Seller’s Warranties.

8.3.2 Purchaser Parent and Guarantor represents and warrants to Seller that, at the Reference Time:

(a)	the statements set out in Schedule 7 (Part 4) were true and accurate in all material respects as if made by Purchaser Parent and Guarantor in respect of itself; and
(b)	neither Purchaser Parent and Guarantor, nor any other member of Purchaser’s Group, nor any of their respective Representatives, is aware of any breach of Seller’s Warranties or of any fact or circumstance which could give rise to a breach of Seller’s Warranties.

8.3.3	Purchaser shall provide to Seller a certificate at Closing representing and warranting that the statements set out in Schedule 7 (Part 4) are true and accurate at Closing as if they had been repeated at Closing.
8.3.4	Purchaser Parent and Guarantor shall provide to Seller a certificate at Closing representing and warranting that the statements set out in Schedule 7 (Part 4) are true and accurate at Closing as if they had been repeated by Purchaser Parent and Guarantor in respect of itself at Closing.

8.4 Liability for breach

8.4.1

Subject to Clauses 4.3.3 and 6.4.1, in the event of any breach by Seller under this Agreement, Purchaser shall not have the right to terminate or rescind this Agreement and as its sole and exclusive remedy and subject to any other applicable limitations of liability, shall have the right, after the Closing Date, to claim the Losses suffered or incurred by Purchaser as a result of such breach, it being agreed that a Loss suffered by the relevant Group Company in respect of such breach shall, subject to any other applicable limitations of liability, be deemed to be a Loss suffered by Purchaser.

8.4.2

In the event of any breach of Purchaser’s Warranties, Seller shall be entitled to claim the Losses suffered or incurred by Seller and any other member of Seller’s Group as a result of such breach.

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8.4.3 For purposes of this Agreement and subject to Clause 8.2, it is agreed that a breach of a Seller’s Warranty or Purchaser’s Warranty, as the case may be, shall occur where same is untrue or inaccurate on any date as at which the same is given.

8.5 Master Separation Agreement

8.5.1	For purposes of the Master Separation Agreement, Seller agrees, as an irrevocable third party stipulation (`derdenbeding´) in favour of the Company, that the Company shall have no obligation under the Master Separation Agreement to compensate or indemnify Seller (or any other member of Seller’s Group (excluding the Group)), for any Liabilities or Losses which, but for this provision, would give rise to such obligation as a result of contamination with Hazardous Substances caused by an act or omission of (a) any member of Seller’s Group (excluding the Group) or (b) any third party (excluding the Group Companies) for whose acts or omissions a member of Seller’s Group (excluding the Group) is responsible.
8.5.2	For purposes of the Master Separation Agreement, Seller agrees, as an irrevocable third party stipulation (`derdenbeding´) in favour of Purchaser and Purchaser Parent and Guarantor, that they shall be the beneficiary of the obligations of Seller to the Company under the Master Separation Agreement, provided that the foregoing shall not apply to the extent that it would result in any increase of Seller’s obligations under the Master Separation Agreement.
8.5.3	For purposes of the Master Separation Agreement, Purchaser shall, as of and after Closing, procure that no member of Purchaser’s Group exercises any right under the Master Separation Agreement to be compensated or indemnified for any Liabilities or Losses which, but for this provision, would give rise to such right as a result of contamination with Hazardous Substances caused by an act or omission of (a) any member of the Group or (b) any third party (excluding Seller’s Group) for whose acts or omissions a member of the Group is responsible.
8.5.4	Seller and Purchaser agree that, for purposes of the Master Separation Agreement, any liability of Seller, or any liability that Seller would have but for Clauses 9.2 (minimum claims), 9.3 (aggregate minimum claims) and 9.4 (maximum liability), under this Agreement shall not qualify as an Assumed Liability (as defined in the Master Separation Agreement) or a Liability referred to in Clause 3.1.2 of the Master Separation Agreement or any other matter for which the Company is required to indemnify or compensate Seller under the Master Separation Agreement.
8.5.5	As between Seller and Purchaser and Purchaser Parent and Guarantor, in the event of a conflict between the provisions of the Master Separation Agreement and this Agreement, the provisions of this Agreement shall prevail.

9.	LIMITATION OF LIABILITY
9.1	Time limitation
	Seller shall not be liable in respect of any claim under this Agreement unless a notice of the claim is given to Seller specifying the matters set out in Clause 10.2:

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9.1.1	in the case of any claim under Paragraphs 1 and 2(b) of Schedule 7 (Part 1) (Incorporation, authority, corporate action, the Shares and the Group Companies), within the statutory limitation period applicable in the relevant jurisdiction for giving notice of any such claim;
9.1.2	in the case of any claim under Paragraph 14 of Schedule 7 (Part 1) (Tax warranties), within 30 (thirty) days after expiry of the statutory limitation period applicable in the relevant jurisdiction for the Tax matter giving rise to such claims and any applicable term during which additional assessments can be levied under the relevant Law;
9.1.3	in the case of any claim under Paragraph 8(a)(iii) and Paragraph 10 of Schedule 7 (Part 1) (HSE matters), within 36 (thirty-six) months after the Effective Time; and
9.1.4	in the case of any other claim, within 18 (eighteen) months after the Effective Time.

9.2	Minimum claims
	Without detracting from any other limitations of liability set out in this Agreement, Seller shall only be liable under this Agreement in respect of any individual claim, or a series of claims arising from identical facts, to the extent that the liability agreed or determined in respect of such claim or series of claims exceeds EUR 10 million (ten million euro), provided that this limitation shall not apply to any liability of Seller arising under Schedule 8 (Tax Indemnities and Tax matters).
9.3	Aggregate minimum claims
	Without detracting from any other limitations of liability set out in this Agreement, Seller shall not be liable under this Agreement in respect of a claim unless and until the aggregate amount of all claims for which Seller would otherwise be liable under this Agreement, exceeds EUR 50 million (fifty million euro) (but then for the full amount), provided that this limitation shall not apply to any liability of Seller arising under Schedule 8 (Tax Indemnities and Tax matters).
9.4	Maximum liability
	The aggregate liability of Seller in respect of all claims under this Agreement shall not exceed EUR 850 million (eight hundred and fifty million), provided that this limitation shall not apply to any liability of Seller arising (a) from a breach of Seller’s Warranty in respect of Paragraphs 1(a), 1(b), 1(e), 2(b)(i) and 2(b)(ii) of Schedule 7 (Part 1), or (b) under Schedule 8 (Tax Indemnities and Tax matters).
9.5	Provisions
	Seller shall not be liable under this Agreement in respect of any claim if and to the extent that any allowance, provision or reserve is made in the Net Debt Statement, or in the Accounts for the matter giving rise to the claim.
9.6	Matters arising after Reference Time / Effective Time
	Seller shall not be liable under this Agreement in respect of any matter, act, omission or circumstance (or any combination thereof), including the aggravation of a matter or circumstance, to the extent that the same would not have occurred but for:

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9.6.1	any matter or thing done or omitted to be done as required by this Agreement or otherwise at the request and with the written approval of Purchaser, or any other member of Purchaser’s Group;
9.6.2	any act, omission or transaction of Purchaser or any other member of Purchaser’s Group, or their respective directors, officers, employees or agents or successors in title, after the Reference Time;
9.6.3	any act, omission or transaction of any of the Group Companies, or their respective directors, officers, employees or agents or successors in title, after Closing;
9.6.4	the passing of, or any change in, any Law or administrative practice of any Governmental Authority after the Reference Time, including any increase in the rates of Taxation or any imposition of Taxation or any withdrawal of relief from Taxation not actually in effect at the Reference Time;
9.6.5	any change in any accounting or Taxation policy, basis or practice of Purchaser or any other member of Purchaser’s Group introduced after the Reference Time; or
9.6.6	any change in any accounting or Taxation policy, basis or practice of any of the Group Companies introduced after the Effective Time.

9.7	Purchaser’s Insurance
	Seller shall not be liable in respect of any claims made by Purchaser or any other member of Purchaser’s Group, to the extent that the Losses in respect of which a claim is made, are covered by a policy of insurance in force immediately prior to the Closing Date and insofar as any member of the Group or another member of Purchaser’s Group actually has recovered under such insurance, provided that Purchaser shall procure that the relevant insurance claim is and continues to be pursued with reasonable diligence.
9.8	Net financial benefit
	Seller shall not be liable under this Agreement in respect of any claims to the extent of any corresponding savings realized by or quantifiable net financial benefit realized to Purchaser or any other member of Purchaser’s Group arising in respect of such Losses or the facts giving rise to such Losses (for example, without limitation, where the amount (if any) by which any Taxation for which Purchaser or any other member of Purchaser’s Group would otherwise have been accountable or liable to be assessed is actually or will actually be reduced or extinguished as a result of the matter giving rise to such liability).
9.9	Mitigation of Losses
	Purchaser shall procure that all commercially reasonable efforts are made and all commercially reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of any claim under this Agreement.
9.10	Purchaser’s right to recover

9.10.1	Recovery for direct Losses
	Seller shall only be liable in respect of direct losses and shall not be liable in respect of any indirect or consequential losses.

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9.10.2	Recovery from third parties
	Purchaser shall, and shall procure that any other relevant member of Purchaser’s Group shall, promptly take all reasonably necessary steps to enforce recovery against all third parties in respect of Losses that are the subject matter of a claim against Seller. If, before Seller pays an amount in discharge of any claim under this Agreement, any member of Purchaser’s Group has recovered (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which compensates any member of Purchaser’s Group (in whole or in part) in respect of the Loss which is the subject matter of the claim, then Seller’s obligations shall be reduced to the extent of the recoveries so received by any member of Purchaser’s Group. If Seller has paid an amount in discharge of any claim under this Agreement and any member of Purchaser’s Group subsequently recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which compensates any member of Purchaser’s Group (in whole or in part) in respect of the Loss which is the subject matter of the claim, then Purchaser shall procure that the relevant member of Purchaser’s Group forthwith pays to Seller the amount recovered, less any costs and expenses reasonably incurred in obtaining such recovery and limited to the amount actually paid by Seller in respect of the claim.
9.10.3	Double claims
	Purchaser shall not be entitled to recover from Seller under this Agreement more than once in respect of the same Losses suffered. Without detracting from any other limitations of liability set out in this Agreement, in the event that any matter, act, omission or circumstance (or any combination thereof) giving rise to a breach of a Seller’s Warranty is the subject of an indemnity under this Agreement, Purchaser’s claim shall be limited to a claim under said indemnity.
9.10.4	Fraud
	The limitations set out in this Clause 9 shall not apply to the extent the relevant claim relates to any fraudulent acts or willful misconduct on part of Seller’s Group (excluding the Group).

10.	CLAIMS
10.1	Notification of potential claims
	If Purchaser or any other member of Purchaser’s Group becomes aware of any matter or circumstance that may give rise to a claim against Seller under this Agreement, save for any claim made under Schedule 8 (Tax Indemnities and Tax matters), Purchaser shall within 40 (forty) Business Days deliver a notice to Seller setting out such information as is available to Purchaser or any other member of Purchaser’s Group as is reasonably necessary to enable Seller to assess the merits of the claim, to act to preserve evidence and to make such provision as Seller may consider necessary, provided that failure to give such notification within the aforesaid 40 (forty) Business Days shall not affect Purchaser’s right to make the claim except to the extent any member of Seller’s Group shall

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	have been or will be actually prejudiced as a result of such failure.
10.2	Notification of claims
	Without detracting from Clause 10.1, notices of claims under this Agreement shall be given by Purchaser to Seller within the time limits specified in Clause 9.1, specifying full information of the legal and, to the extent available, factual basis of the claim and the evidence on which Purchaser relies and, if practicable, an estimate of the amount of Losses which are, or are to be, the subject of the claim (including any Losses which are contingent on the occurrence of any future event).
10.3	Commencement of proceedings
	Without detracting from Clause 10.2, any claim notified to Seller shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn 12 (twelve) months after the notice is given pursuant to Clause 10.2 unless legal proceedings (including the dispute resolution procedures set forth in Clause 15.15.3) in respect of it have been formally commenced.
10.4	Investigation by Seller
	In connection with any matter or circumstance notified by Purchaser pursuant to Clause 10.1 or 10.2:

10.4.1

Purchaser shall procure that the relevant members of Purchaser’s Group allow reasonable access during normal business hours to Seller and its financial, accounting, legal and other advisers to investigate the matter or circumstance alleged to give rise to such claim and whether and to what extent any amount is or may be payable in respect of such claim; and

10.4.2

Purchaser shall use its reasonable efforts to procure that the relevant members of Purchaser’s Group disclose to Seller all relevant information of which Purchaser or any other member of Purchaser’s Group is aware which relates to the claim and shall procure that all relevant members of Purchaser’s Group shall give, subject to their being paid reasonable costs and expenses, all such information and assistance, including reasonable access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, in each case as Seller or its financial, accounting, legal or other advisers may reasonably request.

10.5	Procedure for third party claims
	If the claim notified to Seller is a result of or in connection with a claim by or liability to a third party then:

10.5.1

no admissions in relation to such third party claim shall be made by or on behalf of Purchaser or any other member of Purchaser’s Group and the claim shall not be compromised, disposed of or settled without the prior written consent of Seller;

10.5.2

Seller shall be entitled at its own expense and in its absolute discretion, by notice to Purchaser, and Purchaser’s Group shall duly and fully co-operate to allow Seller, to take such action after consultation with Purchaser as it deems reasonably necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including making counterclaims or other claims against third parties) in the

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name of and on behalf of Purchaser or other member of Purchaser’s Group concerned and to control the conduct of any related proceedings, negotiations or appeals; and

10.5.3

where Seller has issued a notice pursuant to Clause 10.5.2, Purchaser’s Group shall give, subject to their being paid reasonable costs and expenses, all such information (other than such correspondence as is subject to legal professional privilege of any member of Purchaser’s Group or their advisors) and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as Seller may reasonably request for the purpose referred to in Clause 10.5.2, including instructing such professional or legal advisers as Seller may nominate to act on behalf of Purchaser or other member of Purchaser’s Group concerned but in accordance with Seller’s instructions, it being agreed that Seller shall consult with Purchaser on all relevant matters relating to the claim and shall forward or procure to be forwarded to Purchaser copies of all material external correspondence (other than such correspondence as is subject to legal professional privilege of any member of Seller’s Group) relating to the claim.

10.6	Third party stipulation limitation
	The provisions of this Clause 10 shall apply mutatis mutandis to any claim made by a third party under a third party stipulation included in this Agreement.
11.	TAX MATTERS
	Purchaser and Seller hereby agree to the matters set out in Schedule 8.
12.	RESTRICTIONS
12.1	Restrictions on Seller

12.1.1 Seller undertakes with Purchaser and, as an irrevocable third party stipulation (`derdenbeding´) after Closing, the Company and all other Group Companies, to procure that no member of Seller’s Group will, during the Restricted Period:

(a)

undertake in any capacity any Restricted Activity or any business activity which is of the same or similar type thereto and which is or is likely to be in competition therewith; or

(b)

induce or seek to induce any Restricted Employee to become employed whether as employee, consultant or otherwise by any member of Seller’s Group, whether or not such Restricted Employee would thereby commit a breach of his contract of service, provided that the placing of an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment agency shall not constitute a breach of this Clause 12.1.1(b), provided that no member of Seller’s Group instructs or encourages such agency to approach any Restricted Employee.

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12.1.2 The restriction in Clause 12.1.1(a) shall not operate to prohibit any member of Seller’s Group from:

(a)

acquiring all or part of the outstanding issued share capital of a company that undertakes Restricted Activity, provided that such company’s Restricted Activities represent less than 25% (twenty-five percent) of its aggregate annual turnover, as published in its last approved annual accounts, or less than 10% of the combined aggregate turnover of such company and Seller’s Group, based on the last approved consolidated annual accounts of Seller’s Group and such company on a pro forma basis, provided that, notwithstanding anything to the contrary, Seller shall not be prohibited from merging with, or being acquired by, any company if the primary purpose of such merger or acquisition was not to avoid the application of this Clause 12.1; or

(b)

fulfilling any obligation pursuant to this Agreement and any agreement to be entered into pursuant to this Agreement.

12.2	Restriction on Purchaser
	Purchaser’s Group shall not during the Restricted Period actively induce or directly seek to induce any person employed in Seller’s Group to become employed by any member of Purchaser’s Group, provided that the placing of an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment agency shall not constitute a breach of this Clause 12.2, provided that no member of Purchaser’s Group instructs or encourages such agency to approach any such person.
13.	PURCHASER PARENT AND GUARANTOR GUARANTEE
13.1	Guarantee
	Purchaser Parent and Guarantor hereby, as a separate and independent obligation, unconditionally and irrevocably guarantees to Seller, and shall be jointly and severally liable, as co-principal debtor, (`hoofdelijke aansprakelijkheid´) to Seller for the due and punctual performance and observance by Purchaser, and any other relevant member of Purchaser’s Group, and their assigns, of all their obligations, commitments, undertakings, warranties and indemnities under or pursuant to this Agreement and the Retained Intra-Group Agreements (the “Guaranteed Obligations”).
13.2	Default; enforcement; non-waiver

13.2.1

If and whenever a default occurs for any reason whatsoever in the performance of any of the Guaranteed Obligations, Purchaser Parent and Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Guaranteed Obligations in regard to which such default has been made in the manner prescribed by and subject to the rights and limitations contained in this Agreement.

13.2.2

The liability of Purchaser Parent and Guarantor under this Clause 13 shall not be released or diminished by any variation of the Guaranteed Obligations or any

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forbearance, neglect or delay in seeking performance of the Guaranteed Obligations or any granting of time for such performance.

14.	CONFIDENTIALITY
14.1	Announcements
	No announcement or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any member of Seller’s Group or Purchaser’s Group without the prior written approval of Seller and Purchaser. This shall not affect any announcement, filing or circular required by Law or the rules of any recognized stock exchange on which the shares of Seller or Purchaser Parent and Guarantor are listed, provided that the party with an obligation to make an announcement or issue a circular shall consult with Purchaser Parent and Guarantor or Seller, as the case may be, insofar as is reasonably practicable before complying with such an obligation, and afford such party reasonable opportunity to review and comment upon any such announcement, filing or circular.
14.2	Confidentiality undertaking

14.2.1	The Confidentiality Agreement shall cease to have any force or effect from Closing.
14.2.2	Subject to Clause 14.1 and Clause 14.2.3, each of the Parties shall treat as strictly confidential and not disclose or use any information contained in or received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to:

(a)	the provisions of this Agreement or any agreement entered into pursuant to this Agreement;
(b)	the negotiations relating to this Agreement (or any such other agreement); or
(c)	a Party to this Agreement or the business carried on by it or any member of its group of companies.

14.2.3 Clause 14.2.2 shall not prohibit disclosure or use of any information if and to the extent:

(a)	the disclosure or use is required by or reasonably necessary under Law or any recognized stock exchange on which the shares of any Party are listed;
(b)	the disclosure or use is required to vest the full (reasonably expected) benefit of this Agreement in any Party;
(c)	the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing Party;
(d)	the disclosure is made to professional advisers of any Party or to lenders, underwriters or financial advisers to any Party or their legal advisers on terms that such professional advisers, lenders, underwriters or financial advisers or

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	legal advisers undertake to comply with the provisions of Clause 14.2.2 in respect of such information as if they were a party to this Agreement, or to ratings agencies;
(e)	the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement);
(f)	the other Party has given prior written approval to the disclosure or use;
(g)	the information is independently developed after Closing; or
(h)	the disclosure is made by a Party in connection with an offering of debt or equity securities made after a positive advice has been secured by Seller in relation to the transactions contemplated by this Agreement under the Netherlands Works Council Act;

provided that prior to disclosure or use of any information pursuant to Clause 14.2.3(a), 14.2.3(b), or 14.2.3(c), the Party concerned shall, to the extent practically possible, promptly notify the other Party of such requirement with a view to providing the other Party with the opportunity to contest such disclosure or use or to otherwise agree the timing and content of such disclosure or use.

15.	MISCELLANEOUS
15.1	Further assurances
	Each of the Parties shall from time to time execute such documents and perform such acts and things as the other Party may reasonably require to give either Party the full benefit of this Agreement. Seller will provide Purchaser with such assistance as Purchaser may reasonably require in order to allow Purchaser to accomplish the purposes of any Restructuring Transaction.
15.2	Whole agreement

15.2.1	This Agreement contains the whole agreement between the parties to this Agreement relating to the subject matter of this Agreement, to the exclusion of any terms implied by Law which may be excluded by contract, and supersedes any previous written or oral agreement between the parties to this Agreement in relation to the matters dealt with in this Agreement.
15.2.2	Purchaser acknowledges that it has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly set out in this Agreement.

15.3 No assignment

15.3.1 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. None of the Parties may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other Party, except as provided in Clause 15.3.2, except with respect to any Group Company Sale by a member of Purchaser’s Group in accordance with the terms of this Agreement, and except that each of Seller and Purchaser may assign any and all of its rights or delegate any and

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	all of its obligations under this Agreement to one or more of its direct or indirect wholly owned subsidiaries (but no such assignment shall relieve Seller or Purchaser, as applicable, of any of its obligations under this Agreement).
15.3.2	Any obligation of any Party to the other Party under this Agreement which is performed, satisfied or fulfilled completely by a member of such Party’s Group, shall be deemed to have been performed, satisfied or fulfilled by such Party.

15.4	Waiver
	No waiver of any provision of this Agreement shall be effective unless in writing and signed by or on behalf of the party entitled to give such waiver.
15.5	Variation
	No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the Parties.
15.6	Third party rights
	Save as expressly otherwise stated, this Agreement does not contain a stipulation in favour of a third party (`derdenbeding´).
15.7	Rescission
	Without prejudice to Clauses 4.3.3 and 6.4.1, each Party waives its right to rescind (`ontbinden´) this Agreement on the basis of section 6:265 of the Netherlands Civil Code. Furthermore, a mistaken party shall bear the risk of any mistake (`dwaling´) in making this Agreement.
15.8	Method of payment

15.8.1	Wherever in this Agreement provision is made for a payment to be made or procured by Seller to Purchaser, Seller shall arrange that such payment shall be made by Seller for itself and on behalf of the relevant member of Seller’s Group to Purchaser for itself and on behalf of the relevant member of Purchaser’s Group.
15.8.2	Wherever in this Agreement provision is made for a payment to be made or procured by Purchaser to Seller, Purchaser shall arrange that such payment shall be made by Purchaser for itself and on behalf of the relevant member of Purchaser’s Group to Seller for itself and on behalf of the relevant member of Seller’s Group.
15.8.3	Any such payments shall be effected by crediting for same day value the account specified by Seller or Purchaser, as the case may be, on behalf of the Party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by telegraphic or other electronic means to be effected) on or before the due date for payment.
15.8.4	Payment of a sum in accordance with this Clause shall be a good discharge to the payer (and those on whose behalf such payment is made) of its obligation to make such payment and the payer (and those on whose behalf such payment is made) shall not be obliged to see to the application of the payment as between those on whose behalf the payment is received.

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15.9	Costs
	Unless this Agreement provides otherwise, all costs which a party has incurred or must incur in preparing, concluding or performing this Agreement are for its own account. All transfer and other similar Taxes and all notarial fees payable in connection with the sale, transfer or purchase of the Shares and the Shareholder Loan Claim under this Agreement shall be paid by Purchaser.
15.10	Interest
	If any Party defaults in the payment when due of any sum payable under this Agreement, the liability of that Party shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (as well after as before judgment) at the Interest Rate.
15.11	Notices

15.11.1 Any notice in connection with this Agreement (a “Notice”) shall be:

(a)	in writing;
(b)	in English; and
(c)	delivered by hand, fax, registered post or by courier using an internationally recognized courier company.

15.11.2	A Notice to Seller shall be sent to Seller at the following address, or such other person or address as Seller may notify to Purchaser from time to time:
	Akzo Nobel N.V.
	Strawinskylaan 2555
	1077 ZZ Amsterdam
	The Netherlands
	Fax: +31 20 502 7620
	Attention: General Counsel
15.11.3	A Notice to Purchaser and/or Purchaser Parent and Guarantor shall be sent to Purchaser and/or Purchaser Parent and Guarantor, as the case may be, at the following address, or such other person or address as Purchaser Parent and Guarantor may notify to Seller from time to time:
	Schering-Plough Corporation
	2000 Galloping Hill Road
	Kenilworth, NJ 07033-0530
	United States of America
	Fax: +1 (0) 908 298 7555

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    Attention: General Counsel

15.11.4 A Notice shall be effective upon receipt and shall be deemed to have been received:

(a)	at the time of delivery, if delivered by hand, registered post or courier;
(b)	at the time of transmission in legible form, if delivered by fax.

15.12	Invalidity
	If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any Law:

15.12.1	such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected;
15.12.2	Seller and Purchaser shall use reasonable efforts to agree a replacement provision that is legal, valid and enforceable to achieve so far as possible the intended effect of the illegal, invalid or unenforceable provision.

15.13	Counterparts
	This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Parties may enter into this Agreement by signing any such counterpart.
15.14	Notary
	With reference to the Rules of Professional Conduct (`Verordening beroeps- en gedragsregels´) of the Royal Dutch Organization of Civil Law Notaries (`Koninklijke Notariële Beroepsorganisatie´) all parties expressly agree that (i) De Brauw Blackstone Westbroek N.V. acts as counsel to Seller in connection with, or acts as counsel for or on behalf of Seller in the event of any dispute relating to, this Agreement or any related agreement, and that (ii) a civil law notary of De Brauw Blackstone Westbroek N.V. executes deeds connected with this Agreement or any related agreement.
15.15	Dispute resolution

15.15.1

Seller and Purchaser and, if applicable, Purchaser Parent and Guarantor shall attempt in good faith to resolve promptly any dispute arising out of or relating to this Agreement by negotiation, with the exception of disputes with regard to the determination of the Net Debt Statement pursuant to Clause 7.1.2 which are to be negotiated and resolved as set out in said Clause. If the matter (excluding disputes with regard to the determination of the Net Debt Statement pursuant to Clause 7.1.2) is not resolved in the normal course of business, either Party may give the other Party written notice of any such unresolved dispute, after which the dispute shall be referred to senior executives of each Party, who shall similarly attempt to resolve the dispute.

15.15.2

If the dispute referred to in Clause 15.15.1 (with the exception of disputes with regard to the determination of the Net Debt Statement pursuant to Clause 7.1.2) has not been resolved by negotiation within 45 (forty-five) Business Days after delivery of the written notice referred to in Clause 15.15.1, or if Seller’s, Purchaser’s or Purchaser Parent and Guarantor’s senior executives, as the case may be, fail to meet within 20 (twenty)

36

Business Days after delivery of such notice, then Seller and Purchaser and/or Purchaser’s Parent, as the case may be, shall endeavour to settle the dispute by mediation in the Netherlands in accordance with the rules of ACB Mediation. The language of the mediation shall be English.

15.15.3

If the dispute referred to in Clause 15.15.1 (with the exception of disputes with regard to the determination of the Net Debt Statement pursuant to Clause 7.1.2) has not been resolved by mediation as provided in Clause 15.15.2 within 90 (ninety) Business Days after the initiation of such procedure, then, at the election of Seller or Purchaser or Purchaser Parent and Guarantor, as the case may be, the dispute shall be finally and exclusively settled by arbitration in the Netherlands in accordance with the rules of arbitration of the Netherlands Arbitration Institute (`Nederlands Arbitrage Instituut´). The tribunal shall comprise three arbitrators. The procedure shall be conducted in the English language in accordance with the rules of law (`regelen des rechts´).

15.16 Governing law

15.16.1	This Agreement and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, shall be governed by and construed in accordance with the Law of the Netherlands.
15.16.2	Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement and the documents to be entered into pursuant to it.

AGREED AND SIGNED:

on 30 September 2007 for and on behalf of Purchaser:

SCHERING-PLOUGH INTERNATIONAL C.V.
Name:	Name:
Title:	Title:

On 30 September 2007 for and on behalf of Purchaser Parent and Guarantor:

SCHERING-PLOUGH CORPORATION

Name:	Name:
Title:	Title:

37

on 30 September 2007 for and on behalf of Seller:

AKZO NOBEL N.V.
Name:	Name:
Title:	Title:

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EX-10.1

EX-10.1

EX-99.1

	News Release
	Schering-Plough Corporation
	2000 Galloping Hill Road
	Kenilworth, New Jersey 07033-0530

FOR RELEASE: IMMEDIATELY	Media Contact:	Rosemarie Yancosek
		(908) 298-7476
	Investor Contact:	Alex Kelly
		(908) 298-7436

SCHERING-PLOUGH ANNOUNCES PRICING OF
EURO-DENOMINATED SENIOR NOTES OFFERING

KENILWORTH, N.J., September 26, 2007 — Schering-Plough Corporation (NYSE: SGP) announced today that it has agreed to sell €500 million aggregate principal amount of 5.000% Senior Notes due 2010 and €1.5 billion aggregate principal amount of 5.375% Senior Notes due 2014 through an underwritten registered public offering. The offering is expected to close on Oct. 1, 2007, subject to customary closing conditions. Schering-Plough will apply to admit the Notes to the Official List of the Irish Stock Exchange and to trading on the Regulated Market of the Irish Stock Exchange.

     The global coordinator for the offering is Goldman Sachs International. The joint bookrunners are BNP Paribas, Credit Suisse Securities (Europe) Limited and J.P. Morgan Securities Ltd. The co-managers are ABN AMRO Incorporated, Banc of America Securities Limited, Banca IMI S.p.A., Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Bear, Stearns International Limited, Citi Markets & Banking, Daiwa Securities SMBC Europe Limited, ING Belgium SA/NV, Mizuho International plc, Morgan Stanley & Co. International plc and The Bank of New York Capital Markets Limited.

     The offering is being made under a shelf registration statement filed with the Securities and Exchange Commission on Aug. 2, 2007. This announcement is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the Senior Notes will be made exclusively by means of a prospectus and prospectus supplement.

     Copies of the prospectus supplement and accompanying prospectus relating to the offering may be obtained by contacting Goldman Sachs International, Attn: Prospectus Dept., 85

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Broad Street, New York, New York, 10004, Phone: 1-866-471-2526, Fax: 212-902-9316 or email at prospectus-ny@ny.email.gs.com, BNP Paribas at +44 (0) 207 595-8222 or toll-free at 1-800-854-5674, Credit Suisse Securities (Europe) Limited toll-free at 1-800-221-1037 or J.P. Morgan Securities Ltd. at +44 (0) 207 779-2468 or collect at 1-212-834-4533.

     Schering-Plough is a global science-based company that discovers, develops and manufactures pharmaceuticals for three customer markets — human prescription, consumer and animal health. While most of the research and development activity is directed toward prescription products, there are important applications of this central research and development platform into the consumer healthcare and animal health products. Schering-Plough also accesses external innovation via partnering, in-licensing and acquisition for all three customer markets. Schering-Plough is based in Kenilworth, N.J.

DISCLOSURE NOTICE: The information in this press release and other written reports and oral statements made from time to time by Schering-Plough may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts and are based on current expectations or forecasts of future events. You can identify these forward-looking statements by their use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “project,” “intend,” “plan,” “potential,” “will,” and other similar words and terms. Actual results may vary materially from Schering-Plough’s forward-looking statements, and there are no guarantees about the performance of Schering-Plough stock or Schering-Plough’s business. Schering-Plough does not assume the obligation to update any forward-looking statement. A number of risks and uncertainties could cause results to differ materially from forward-looking statements. For further details of these risks and uncertainties that may impact forward-looking statements, see Schering-Plough’s Securities and Exchange Commission filings, including Part II, Item 1A, “Risk Factors” in the company’s second quarter 2007 10-Q and the “Risk Factors” section of the prospectus supplement related to the Senior Notes offering.

     The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free

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by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman Sachs International toll-free at 1-866-471-2526, BNP Paribas at +44 (0) 207 595-8222 or toll-free at 1-800-854-5674, Credit Suisse Securities (Europe) Limited toll-free at 1-800-221-1037 or J.P. Morgan Securities Ltd. at +44 (0) 207 779-2468 or collect at 1-212-834-4533.

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