• Not pursuing opportunities that are discovered through the use of Schering-Plough property, information or position unless the Company has already been offered the opportunity and turned it down.

Trading on Inside Information

In order to protect the investing public, securities laws make it illegal for those with material "inside information" to buy or sell securities (stocks, bonds, options, etc.), an offense commonly known as "insider trading." "Inside information" means information that is not available to the public. Information is "material"if a reasonable investor would likely consider it important in deciding whether to purchase, hold or sell a security. Colleagues must not trade on inside information about Schering-Plough or other companies gained by virtue of their positions at Schering-Plough.

This means:

• Not buying or selling securities if you have knowledge of material non-public information such as:
• • introduction of an innovative new product
  • significant new contracts
  • changes in dividends
  • mergers, acquisitions and joint ventures
  • major developments in litigation
  • earnings statements and forecasts
  • expected governmental actions
  • material licensing agreements