Merck KGaA Merck Vierte Allgemeine Beteiligungsgesellschaft mbH c/o Merck KGaA Frankfurter Strasse 250 D-64293 Darmstadt Attn. Dr. Günther Falcke Geneva, December 8, 2006 Amendments to the SPA of September 21, 2006 Dear Sirs,Bertarelli Ernesto • December 13th, 2006 • Biological products, (no disgnostic substances)
The purpose of this letter is to specify the terms of the agreement between the undersigned members of the Bertareili family (the "Sellers"), on the one hand, and Merck KGaA (the "Parent") and Merck Vierte Allgemeine Beteiligungsgesellschaft mbH (the "Offeror" and, together with the Parent, "Merck"), on the other hand, as to the manner in which (i) the share purchase agreement dated September 21, 2006, between the Sellers, the Parent and the Offeror (the "SPA") shall be amended in certain respects and (ii) the 635'842 bearer shares of Serono S.A. (the "Treasury Shares") currently being held in treasury by Serono 92 Limited, Cayman Islands, British West Indies ("Serono 92"), a wholly owned subsidiary of Serono S.A. ("Serono"), will be treated under the SPA.
