Slide 1: Acquisition of Terns Pharmaceuticals
Acquisition of Terns Pharmaceuticals Merck & Co., Inc., Rahway, N.J., USA March 25, 2026
Slide 2: Disclaimer
Disclaimer Forward-looking statements This presentation of Merck & Co., Inc., Rahway, N.J., USA (the “company”) contains "forward-looking statements," including, but not limited to, statements related to the potential benefits of and future plans for TERN-701; the ability of the company and Terns Ph
Slide 3: Agenda
Strategic Rationale Rob Davis Chairman & Chief Executive Officer Scientific Overview Dr. Dean Li President, Merck Research Laboratories Agenda Commercial Opportunity Jannie Oosthuizen EVP & President, Oncology and MSD International Financial Overview Caroline Litchfield Chief Financial Officer 3
Slide 4: Strategic Rationale
Strategic Rationale Rob Davis Chairman & Chief Executive Officer
Slide 5: Advancing science-led strategy and building upon growing hematology pipeline with acquisition of Terns Pharmaceuticals
Advancing science-led strategy and building upon growing hematology pipeline with acquisition of Terns Pharmaceuticals Science-driven business development that strengthens and complements hematology pipeline TERN-701 an investigational next-generation, allosteric TKI for treatment of certain patient
Slide 6: Scientific Overview
Scientific Overview Dr. Dean Li President, Merck Research Laboratories
Slide 7: CML is a chronic disease with significant unmet need despite multiple approved options
CML is a chronic disease with significant unmet need despite multiple approved options Disease burden CML treatment landscape • CML is a bone marrow cancer driven by BCR-ABL fusion gene Allosteric TKI • Advances in treatment have transformed CML into a asciminib chronic condition Safety / Tolerabili
Slide 8: TERN-701 is a next generation allosteric TKI with greater selectivity compared with other TKIs
TERN-701 is a next generation allosteric TKI with greater selectivity compared with other TKIs TERN-701 Highly selective, novel binding site • Potent, oral, next-generation allosteric BCR- ABL TKI • Binds selectively to the BCR-ABL myristoyl pocket, distinct from active-site TKIs • High target selec
Slide 9: Phase 1/2 CARDINAL study demonstrates encouraging results in certain patients with CML
Phase 1/2 CARDINAL study demonstrates encouraging results in certain patients with CML TERN-701 Phase 11: MMR and DMR Merck evaluated data on intent-to-treat at 24 achievement by 24 weeks at doses ≥ 320mg weeks at doses ≥ 320mg • Robust MMR and DMR observed • Best-in-class potential efficacy3 − MMR
Slide 10: Plan to initiate robust Phase 3 program in CML
Plan to initiate robust Phase 3 program in CML CARDINAL TERN-701 Phase 1/2 Phase 3 2L+ CML 2L+ CML Anticipated 2L+ trial design: • TERN-701 vs physician’s choice TKI • Primary endpoint of MMR achievement at 24 weeks • Non-T315Im population Phase 3 1L CML Potential 1L trial design: • TERN-701 vs phys
Slide 11: TERN-701 adds to growing, innovative hematology portfolio and pipeline
TERN-701 adds to growing, innovative hematology portfolio and pipeline zilovertamab KEYTRUDA nemtabrutinib bomedemstat MK-1045 TERN-701 vedotin Mechanism of CD19xCD3 PD-1 inhibitor BTK inhibitor LSD1 inhibitor ROR1 ADC Allosteric TKI action t-cell engager Leukemia, Leukemia, Leukemia, Myeloprolifera
Slide 12: Commercial Opportunity
Commercial Opportunity Jannie Oosthuizen EVP & President, Oncology and MSD International
Slide 13: CML is a chronic disease with increasing prevalence and high remaining unmet need
CML is a chronic disease with increasing prevalence and high remaining unmet need Treatment landscape • CML has become a chronic disease that can require life-long treatment • As patients live longer, quality of life and tolerability have become important treatment goals ~18K • Prevalence expected t
Slide 14: TERN-701 represents a potentially meaningful and durable commercial opportunity
TERN-701 represents a potentially meaningful and durable commercial opportunity Potential best-in-class, next-generation allosteric TKI Strategic fit within growing hematology portfolio and pipeline Multibillion non-risk adjusted Significant remaining unmet need in CML peak commercial opportunity by
Slide 15: Financial Overview
Financial Overview Caroline Litchfield Chief Financial Officer
Slide 16: Financial overview of Terns Pharmaceuticals acquisition
To be updated Financial overview of Terns Pharmaceuticals acquisition • Merck has agreed to acquire all outstanding shares of Terns Pharmaceuticals for a purchase price of $53.00 per share • Total equity value of ~$6.7 billion, or ~$5.7 billion net of acquired cash, cash equivalents, and marketable
Slide 17: Q&A
Q&A Rob Davis Dr. Dean Li Chairman & Chief President, Executive Officer Merck Research Laboratories Jannie Oosthuizen Caroline Litchfield EVP & President, Chief Financial Officer Oncology and MSD International Dr. Marjorie Green Peter Dannenbaum SVP, Head of Global SVP, Investor Oncology Clinical Re
Slide 18: Appendix
Appendix 18
Slide 19: Acronyms
Acronyms ALL = Acute lymphocytic leukemia MMR = Major molecular response ATP = Adenosine Triphosphate MR = Molecular response BCR = Breakpoint Cluster Region NHL = Non-Hodgkin Lymphoma cHL = Classic Hodgkin Lymphoma PMBCL = Primary mediastinal B-cell lymphoma CLL = Chronic lymphocytic leukemia PV =