Merck & Co., Inc. to Acquire Abmaxis, Inc.; Acquisition Further Enhances Merck Commitment and Capabilities in Biologics Research and Development.

WHITEHOUSE STATION, N.J. and SANTA CLARA, Calif. -- Merck & Co., Inc., one of the world's leading research-based pharmaceutical companies, and Abmaxis, Inc., a privately-held biopharmaceutical company dedicated to the discovery and optimization of monoclonal antibody (MAb) products for human therapeutics and diagnostics, today announced that they have entered into a definitive agreement under which Merck will acquire Abmaxis.

Under the terms of the acquisition agreement, Merck will acquire 100 percent of the equity of Abmaxis for $80 million in cash, making Abmaxis a wholly-owned subsidiary of Merck & Co., Inc. The agreement is expected to close in the second quarter of 2006. Seven Hills Partners LLC served as exclusive financial advisor to Abmaxis in this transaction.

Merck also announced today its acquisition of GlycoFi, Inc., a privately-held biotechnology company that is a leader in the field of yeast glycoengineering and optimization of biologic drug molecules. That acquisition is the subject of a separate news release.

"Our acquisition of Abmaxis provides Merck with the opportunity to optimize and humanize antibodies, as well as to discover new antibodies," said Peter S. Kim, Ph.D., president, Merck Research Laboratories. "This, coupled with Merck's own industry-leading capabilities in yeast expression technology and our acquisition of GlycoFi and its complementary technologies, positions us to become a significant player in the important and growing field of biologic drugs."

Founded in 2000 and located in Santa Clara, CA, Abmaxis gained the attention of the biomedical research field for its breakthrough antibody engineering technology platform, Abmaxis in-silico Immunization (AISIM TM), which enables structure-centric computational design followed by experimental selection of optimized human or humanized monoclonal antibodies. The starting point for the process can be an antigen target, a murine, animal or human antibody.

Under a collaboration agreement Merck established with Abmaxis in late 2004, Abmaxis successfully re-engineered a Merck human monoclonal antibody and improved antibody affinity more than 70-fold while retaining its specificity.

"The overwhelming success of that collaboration was a key factor in Merck's decision to pursue an acquisition with Abmaxis," said Merv Turner, Ph.D., Merck's senior vice president, Worldwide Licensing and External Research. That and a visit in March to Abmaxis' headquarters by a Merck team headed by Dr. Kim led to the decision that "this is the kind of superb science we want to bring into Merck."

Dr. Turner added that the Abmaxis technology would also help make Merck a partner of choice for biotechnology companies seeking to develop antibodies against their internal targets.

"Ours has been an excellent collaboration of scientific talent, and we are delighted at this most recent turn in Abmaxis' relationship with Merck," said Shirley Clayton, chief executive officer of Abmaxis. "We are confident that Merck can maximize the value of our novel technology platform to expand its presence in the biologics field."

Her words were echoed by Dr. Peter Luo, Abmaxis co-founder and chief technology officer, who said, "We are excited by Merck's new game plan and its commitment to build world-class research and development capabilities in biologics. We are looking forward to working with Merck colleagues to achieve that goal."

Richard N. Kender, vice president of Business Development and Corporate Licensing at Merck, noted, "This acquisition is another example of delivering on Merck's strategic objective of acquiring biotechnology companies that complement our pipeline and our considerable internal research capabilities."

About Merck

Merck & Co., Inc. is a global research-driven pharmaceutical company dedicated to putting patients first. Established in 1891, Merck currently discovers, develops, manufactures and markets vaccines and medicines to address unmet medical needs. The Company devotes extensive efforts to increase access to medicines through far-reaching programs that not only donate Merck medicines but help deliver them to the people who need them. Merck also publishes unbiased health information as a not-for-profit service. For more information, visit www.merck.com.

About Abmaxis

Abmaxis, Inc. is a privately held biopharmaceutical company located in Santa Clara, California. It is dedicated to the discovery, optimization and development of monoclonal antibody (MAb) products for human therapeutics and diagnostics. The company has a seasoned management team with experience in the biotech, pharmaceutical and life science industries. Abmaxis has developed and validated a breakthrough antibody engineering technology platform, Abmaxis in-silico Immunization (AISIMTM), which is used for building an internal product pipeline and for collaborations with global biotech and pharmaceutical partners. The product strategy is to develop a pipeline of products with a spectrum of risk profiles, ranging from next-generation of clinically proven antibody drugs with significantly improved attributes to antibodies against novel targets. Abmaxis collaborates with corporate partners who have proprietary targets or antibodies that require humanization and engineering.

Merck Forward-Looking Statement 

This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding product development, product potential or financial performance. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Merck undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this press release should be evaluated together with the many uncertainties that affect Merck's business, particularly those mentioned in the cautionary statements in Item 1 of Merck's Form 10-K for the year ended Dec. 31, 2005, and in its periodic reports on Form 10-Q and Form 8-K, which the Company incorporates by reference.