Exhibit 6 EXECUTION COPY SHARE PURCHASE AGREEMENT Dated as of September 21, 2006Share Purchase Agreement • September 25th, 2006 • Bertarelli Ernesto • Biological products, (no disgnostic substances)
Exhibit 5 --------- Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) The undersigned hereby agree that this document shall be filed on behalf of each of them.Bertarelli Ernesto • September 4th, 2002 • Pharmaceutical preparations
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.
SHAREHOLDERS AGREEMENT by and among Maria-Iris Bertarelli, in Coinsins Ernesto Bertarelli, in Gland Donata Bertarelli-Spaeth, in Cheserex (hereafter: Co- shareholders)Shareholders Agreement • June 27th, 2005 • Bertarelli Ernesto • Biological products, (no disgnostic substances)
Any modification to this agreement shall be subject to an amendment in writing duly signed and dated by the parties, in three copies.
CUSIP NO. 75886F 10 7 13G PAGE 16 -------- of ------- 16 PAGES ---Bertarelli Ernesto • April 2nd, 2001 • Pharmaceutical preparations
