Arrangement with Merck

AstraZeneca PLC
28 February 2008



ASTRAZENECA PROVIDES AN UPDATE ON THE STATUS OF ITS ARRANGEMENTS WITH MERCK &
CO., INC.



AstraZeneca today announced that, under the provisions of the agreements
relating to the restructuring of the AstraZeneca and Merck & Co. joint venture
in the United States, AstraZeneca has been informed that Merck has elected not
to exercise the First Option related to the relinquishment of Merck's rights
over the products not covered by the Partial Retirement (see paragraph below),
other than NexiumTM and PrilosecTM.  As a result of this decision, contingent
payments will continue on the products AtacandTM, LexxelTM, PlendilTM and
EntocortTM until at least 2010, at which time AstraZeneca may exercise this
option at the 2008 Appraised Value of approximately $650 million.  The Appraised
Value also includes rights to certain products that are still in clinical
development (AZD6140, AZD3355, AZD0328 and AZD2327).  AstraZeneca made
contingent payments in respect of the products included in the First Option of
$69 million in 2007.



Other aspects of the scheduled termination arrangements will proceed as
previously disclosed:



  • The Partial Retirement of Merck's limited partnership interest, under
    which Merck's rights in respect of certain products will end.  The products
    covered by the Partial Retirement include Toprol-XLTM, PulmicortTM,
    RhinocortTM and SymbicortTM.  AstraZeneca made contingent payments in
    respect of these products amounting to $182 million in 2007.  AstraZeneca
    will pay Merck approximately $4.27 billion in respect of the Partial
    Retirement.
  • A true-up of the Advance Payment, which was triggered at the time of the
    merger between Astra and Zeneca, under which Merck relinquished all rights,
    including contingent payment on future sales, to potential Astra products
    with no existing or pending US patents at the time of the merger, amounting
    to a payment by Merck to AstraZeneca of approximately $0.24 billion,
    inclusive of interest.
  • Settlement of the loan note receivable by AstraZeneca from Merck, in the
    amount of $1.4 billion inclusive of accrued interest.



The combined effects of these three items will be a net cash outflow from
AstraZeneca to Merck of approximately $2.63 billion upon settlement during the
first quarter 2008.



Under the provision of the agreements a Second Option exists whereby AstraZeneca
has the option to repurchase Merck's interests in PrilosecTM and NexiumTM in the
US.  This option is exercisable by AstraZeneca in 2012 should AstraZeneca
exercise the First Option in 2010.  Exercise of the second option by AstraZeneca
at a later date is also provided for in 2017 or if combined sales of the two
products fall below a minimum amount provided, in each case, that the First
Option has been exercised.  The exercise price for the Second Option is the net
present value of the future annual contingent payments on PrilosecTM and Nexium
TM as determined by the average valuation of two appraisers (one selected by
each party) at the time of exercise, which is subject to a potential true-up
mechanism under certain conditions.  AstraZeneca made contingent payments in
respect of US sales for PrilosecTM and NexiumTM amounting to $931 million in
2007.



Further details on the accounting treatment of these events from an AstraZeneca
perspective will be provided in conjunction with the Q1 2008 earnings
announcement on 24 April, 2008.



About AstraZeneca

AstraZeneca is a major international healthcare business engaged in research,
development, manufacturing and marketing of prescription pharmaceuticals and
supplier for healthcare services. AstraZeneca is one of the world's leading
pharmaceutical companies with healthcare sales of US $29.55 billion and is a
leader in gastrointestinal, cardiovascular, neuroscience, respiratory, oncology
and infection product sales. AstraZeneca is listed in the Dow Jones
Sustainability Index (Global) as well as the FTSE4Good Index.



28th February 2008



For further information:



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Karl Hard,  [phone]
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Peter Vozzo, (MedImmune)  [phone]



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