EXHIBIT 24.2
I,
Debra A. Bollwage, Senior Assistant Secretary of Merck & Co., Inc. (the
“Company”), a
corporation duly organized and existing under the laws of the State of New Jersey, do hereby
certify that the following is a true copy of a resolution adopted by Unanimous Written Consent of
the Board of Directors of said Company on
February 22, 2007 in accordance with the provisions of
the
By-Laws of said Company:
“Special Resolution No. - 2007
RESOLVED, that the proposed form of Form 10-K Annual Report of
the Company for the
fiscal year ended
December 31, 2006 attached hereto is hereby approved with such changes as
the proper officers of
the Company, with the advice of counsel, deem appropriate; and
RESOLVED, that each officer and director who may be required to execute the aforesaid
Form 10-K Annual Report or any amendments thereto (whether on behalf of
the Company or as an
officer or director thereof, or by attesting the seal of
the Company, or otherwise) is
hereby authorized to execute a
power of attorney appointing Celia A. Colbert and Kenneth C.
Frazier and each of them, severally, his/her true and lawful attorney or attorneys to
execute in his/her name, place and stead (in any such capacity) such Form 10-K Annual Report
and any and all amendments thereto and any and all exhibits and other documents necessary or
incidental in connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys to have power to act with or without the others, and to
have full power and authority to do and perform in the name and on behalf of each of said
officers and directors, or both, as the case may be, every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as any such
officer or director might or could do in person.”
IN WITNESS WHEREOF, I have hereunto subscribed my signature and affixed the seal of the
Company this 28th day of February 2007.
