Conflicts of Interest and Corporate Opportunities

Conflicts of Interest. Schering-Plough recognizes that colleagues have many activities in their lives outside Schering- Plough. All colleagues are free to engage in normal business relations and to pursue personal and social interests. At times, however, a "conflict of interest" may arise when a colleague's personal, social, financial, civic, charitable or political activities have the potential to interfere with his or her loyalty and objectivity to Schering- Plough. If this occurs, the Company expects you to avoid actual conflicts of interest and to also avoid situations that give the appearance of a conflict of interest - a situation where a colleague's ability to perform duties objectively or effectively is affected. It is the responsibility of all colleagues to make decisions strictly on the basis of what is best for Schering-Plough, without regard to personal interests.

This means:

• Avoiding potential conflicts of interest, such as:
• • Having a part-time second job or other type of affiliation with a competitor, customer, supplier or distributor.
  • Making selection decisions involving contractors, vendors or other service providers where a spouse or other close relative works.
  • Accepting or providing loans or other payments to or from persons