. . . .When one gives a would-be terminating co-venturer a call option on a large chuck of the other's to-be-acquired businesses, that's when.
"This grand illusion brought to you by the good people at Merck -- who make chemicals that help people see things that aren't there -- and not see things. . . that are!":
Consider this -- from Section 5.7 of Exhibit 10.1 to the SEC Form 8-K Merck filed last night:
. . . .5.7 Post Contribution Revival
Notwithstanding Sections 5.5 and 5.6, from and after the closing of the transactions contemplated by the Contribution Agreement (as defined in the Call Option Agreement, dated as of July 29, 2009, among Schering-Plough, Merck and Sanofi-Aventis) or from and after any such time as Merck or Schering-Plough or any of their Affiliates, on the one hand, and Sanofi-Aventis or any of its Affiliates, on the other hand, consummate a joint venture, contribution, purchase or other transaction similar to that contemplated by the Contribution Agreement (the “JV Reconstitution”), each Human Health Utility Provision and Consultant Provision shall again apply to, and be binding upon, Merial (and its Subsidiaries) to the extent that such provision was binding upon Merial (and its Subsidiaries) prior to the date hereof. . . .
Wild. "Pay no attention to the un-divestiture behind the curtain.
Focus only upon the current termination/divestiture of our joint venture interest in Merial, to Sanofi. Your eyes are growing heavy. . . heavier. . . you are growing sleepy. . . sleepy. . . sleepier. . ."
Come 2010: Presto-Change-o! You are now. . . reconstituted.
Again, this grand illusion brought to you by the good people at Merck -- making chemicals that help people see things that aren't there -- and not see things. . . that are.