Exhibit 4.1


 


SERONO S.A.


company limited by shares


with registered offices at Coinsins, Vaud,
Switzerland


 


ARTICLES OF ASSOCIATION


of April 26, 2005


 


This
document is a translation. The original version of the Articles of Association
of Serono S.A. is the French version dated April 26, 2005 which is
registered with the Commercial register of the State of Vaud, Switzerland.


 





















 


SERONO S.A.


 


ARTICLES OF ASSOCIATION


 


SECTION I


 


NAME - REGISTERED OFFICE


OBJECT - DURATION


 


Article 1: Name


 


There is hereby formed a company limited by shares named SERONO S.A.,
which is governed by the present Articles of Association and by Section XXVI
of the Code of Obligations (also referred to hereinafter as “CO”).


 


Article 2: Registered Office


 


The registered offices of the company are in Coinsins (Canton of Vaud).


 


Article 3: Object


 


The principal object of the company is to act as a holding company (for
the acquisition and management of shareholdings in Switzerland and abroad) in
the pharmaceutical and related fields.


 


The company may establish enterprises or companies, carry out any
financial, commercial, industrial and real estate transactions, and conclude
any contracts which further or are directly or indirectly connected with its
object.


 


Article 4: Duration


 


The company is established for an indefinite duration.


 


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SECTION II


 


SHARE CAPITAL


SHARES


 


Article 5: Share Capital


 


The share capital is fixed in the sum of CHF 379,523,900 (three
hundred and seventy-nine million five hundred and twenty-three thousand nine
hundred Swiss francs), divided into:


 


a)                        11,013,040 registered “A”
shares with restricted transferability, each with a par value of CHF 10 (ten
Swiss francs), fully paid up; and


 


b)                       10,775,740 bearer “B” shares, each with a par value of CHF 25
(twenty-five Swiss francs), fully paid up.


 


Article 5
bis: conditional capital


 


A. Conditional capital for
option and/or convertible loans


 


The share capital of the company shall be increased by
a maximum of CHF 36,300,000
(thirty six million three hundred thousand Swiss francs) through the issue of 1’452,000
(one million four hundred and fifty-two thousand)
bearer “B” shares with a par value of CHF 25 (twenty-five Swiss francs) each,
to be fully paid up by the exercise of the option and/or conversion rights
granted in connection with loans issued by companies of the Serono group.


 


The amount and conditions of the loans, together with
the procedures and conditions for the exercise of option and/or conversion
rights and the issue price shall be determined by the Board of Directors. The
new shares may be purchased or acquired by holders of convertible bonds or
option rights arising from option bonds.


 


The Board of Directors may resort to the issuance of
loans to be subscribed by a consortium, with a subsequent public offering,
subject to the provisions indicated below.


 


The Board of Directors shall determine the procedures
for the exercise of preferential subscription rights. Preferential subscription
rights which are not exercised shall revert


 


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to the company. The Board of Directors may offer them
at market rates or allow them to expire.


 


The Board of Directors may remove the shareholders’
preferential subscription right if loans are issued to finance the acquisition
of shareholdings or other rights in companies or with a view to financing
research and development projects. Should the Board of Directors remove the
shareholders’ preferential subscription right, the following conditions shall
apply:


 


a)              conversion rights may be
exercised for a maximum period of 15 years and option rights for a period of 7
years from the date of issue of the related loan


 


b)             convertible loans and/or
loans with options shall be issued subject to normal market conditions
(including the normal market conditions relating to protection against dilution
for the holders of option and/or conversion rights); and


 


c)              conversion and/or option
prices shall correspond at the least to the average rate quoted on the Zurich
stock exchange for the shares of the company during the 5 days preceding the
determination of the definitive issue conditions for the convertible loan or
loan with options in question.


 


B. Conditional capital for a stock option
plan


 


The share capital of the company shall be increased by
a maximum of CHF 18,166,275
(eighteen million one hundred and sixty-six thousand two hundred and
seventy-five Swiss francs), namely 726,651(seven hundred and twenty-six
thousand six hundred and fifty-one) bearer “B” shares,
each with a par value of CHF 25 (twenty-five Swiss francs), fully paid up,
through the exercise of option rights which the Board of Directors intends to
grant to employees of companies of the Serono group and to the directors of the
company.


 


The subscription right of shareholders shall be
removed for these new shares.


 


The Board of Directors shall lay down regulations
specifying the conditions and procedures for the granting and exercise of the
options.


 


The shares may be subscribed at a rate lower than the
stock market rate.


 


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Article 5 ter: Authorised
capital


 


The Board of Directors shall be authorised, until 25 May 2006,
to increase the share capital by a maximum of CHF 35,000,000 (thirty-five
million Swiss francs) through the issuance of a maximum of 1,400,000 (one
million and four hundred thousand) bearer shares, each with a par value of CHF
25 (twenty-five Swiss francs), fully paid up. The Board of Directors may
proceed to increase the share capital either all at once or in instalments. The
preferential subscription rights which have been granted, but not exercised,
are at the disposal of the Board of Directors, which may use them in the
interest of the company.


 


The Board of Directors is authorised to withdraw the
preferential subscription right of shareholders in favour of a bank or another
institution selected by the Board of Directors which shall purchase the shares
on a firm basis, if the bank or institution which firmly purchases the shares undertakes
to offer the subscription of the newly issued shares to the shareholders in
proportion to their current participation. The Board of Directors is also
authorised to withdraw the preferential subscription right of shareholders and grant
shares or preferential subscription rights to third parties in the case of the
purchase of a business or part of a business, taking a participation in a
business/company, or similar transactions.


 


The issue price of the shares, the manner in which they are paid up and
the date as from which the new shares give right to dividends as well as the
conditions for the exercise of the preferential subscription right shall be
determined by the Board of Directors.


 


Article 6: Shares


 


6.1.                    The shares are registered shares or bearer shares. They are numbered
and signed by a director, whose signature may be printed.


 


Each share shall be entitled to a proportional part of
the profits and of the proceeds of liquidation.


 


6.2.                    Instead of issuing individual registered or bearer shares, the
company may issue certificates representing a number of shares.


 


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6.3.                    Registered Shares


 


The company considers registered shares to be indivisible and
recognises only one holder for each registered share. Shareholders who hold
registered shares must notify the company of any change of domicile. Any
communication from the company to the shareholder shall be deemed valid if sent
to the shareholder’s last recorded address.


 


6.4.                    Register of Registered Shares


 


The company shall keep a register, indicating the names and addresses
of the owners and usufructuaries of registered shares. The company shall
consider only the persons entered in this register as owners or usufructuaries
of registered shares .


 


No entry shall be made in the share register from the date on which the
General Meeting of Shareholders is convened until the day following the General
Meeting.


 


6.5.                    Transfer of Registered Shares


 


The transfer of registered shares is subject to approval by the company.
The Board of Directors has the power to grant such approval. It may delegate
this power to the Executive Committee. 
The request for authorisation shall include a declaration whereby the
person acquiring the shares certifies that they are being acquired in its own
name and for his/her own account.  The
company shall inform the applicant whether the transfer has been approved or
rejected.


 


Registration shall be rejected if the applicant does not expressly
declare that the shares are being acquired in its own name and for its own
account.


 


Registration may be rejected for a justifiable cause connected with the
object of the company or its economic independence and, in particular, if the
applicant is a competitor of the company or of a company in which Serono S.A.
holds a participating interest.


 


The company may, without giving reasons, refuse to approve a transfer
of shares by offering to the seller to buy back the shares for its own account,
for the account of other shareholders or for the account of third parties, at
their real value at the time the transfer request is received by the company.


 


In the case of a transfer by succession, the company must enter the
name of the acquirer in the share register, unless there is a justifiable cause
not to do so in accordance with Paragraph 3 above. In such an eventuality, if
the company intends to refuse to allow the transfer, it must offer to buy back
the shares for its


 


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own account, for the account of other shareholders or for the account
of third parties, at their real value at the time the registration request is
received by the company.


 


If the company offers to buy back the shares for the account of
shareholders, it must abide by the principle of equal treatment of all holders
of registered shares.


 


After hearing the persons concerned, the Board of Directors, or the
Executive Committee by delegation of the Board of Directors, may cancel, with
retroactive effect, any entries made in the share register on the basis of
false declarations.


 


The foregoing provisions shall also apply where the registered shares
of the company are made subject to a usufruct.


 


The registered shares may not be used by way of pledge, guarantee or
security in any form whatsoever, save with the express prior authorisation of
the Board of Directors, which is free to give or not to give reasons for its
decision. The Board of Directors may delegate this power to the Executive
Committee.


 


The restrictions on the free transfer of registered shares shall be
noted on the documents representing the shares.


 


The provisions of Article 6.5 may be amended only by a resolution
carried by the majority as stipulated in Article 704 Paragraph. 1 CO.


 


6.6.                    Conversion of Shares


 


The General Meeting may decide at any time to convert some or all of
the registered shares into bearer shares and vice versa.


 


Article 7: Increase in share capital


 


7.1.                    The General Meeting may decide at any time to increase the share
capital by issuing new registered shares or new bearer shares. Each category of
shares may be the sole object of a particular issuance.


 


7.2.                    Every shareholder shall be entitled to a portion of the new share
issue corresponding to his previous holding. In the event of an increase in
share capital comprising an increase of registered shares and of bearer shares
in the same proportion, each shareholder in possession of registered shares
shall be entitled to subscribe for the new registered shares only in proportion
to the number of registered shares it holds. Similarly, each shareholder in
possession


 


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of bearer shares shall be entitled to subscribe for the new bearer
shares only in proportion to the number of shares it holds.


 


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SECTION III


 


ORGANISATION OF THE COMPANY


 


A.                                   The General Meeting


 


Article 8


 


8.1.                    The General Meeting is the highest authority of the company. Its
resolutions are binding on all shareholders.


 


8.2.                    Resolutions of the General Meeting which violate the law or the
Articles of Association may be contested by the Board of Directors or by any
shareholder under the conditions stipulated in Article 706 of the Code of
Obligations.


 


Article 9


 


The General
Meeting of Shareholders has the inalienable right:


 


9.1.                    to adopt and to amend the Articles of Association;


 


9.2.                    to appoint and to dismiss the members of the Board of Directors and
the auditors;


 


9.3.                    to approve the Group’s annual report and accounts;


 


9.4.                    to approve the annual accounts, to determine the distribution of
profits and, in particular, to fix the dividend;


 


9.5.                    to give discharge to the members of the Board of Directors;


 


9.6.                    to resolve upon all matters reserved to it by the law and the
Memorandum and Articles of Association.


 


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Article 10


 


10.1.              No resolution may be passed on items which have not been placed on
the agenda, except for a proposal to convene an Extraordinary General Meeting
or to have a special audit carried out.


 


10.2.              Advance notice is not required for proposals falling within the
scope of items on the agenda or for deliberations which do not have to be
followed by a vote.


 


Article 11


 


11.1.              The General Meeting shall be held at the registered offices of the
company or at a place designated by the Board of Directors.


 


11.2.              The Ordinary General Meeting shall be held every year within six
months of the close of the financial year.


 


11.3.              Extraordinary General Meetings may be convened as often as
necessary, in particular in the cases provided for by law, as well as upon a
resolution passed by the General Meeting itself.


 


Article 12


 


The General
Meeting shall be convened by the Board of Directors and, where necessary, by
the auditors. Liquidators shall also have the right to convene the General
Meeting.


 


Article 13


 


13.1.              The General Meeting shall be convened, at least twenty days prior to
the date on which it is to be held, by registered letter sent to every
registered shareholder at the address indicated in the share register, as well
as by an announcement published in the Feuille Officielle Suisse
du Commerce (Swiss Official Trade Gazette).


 


13.2.              The invitation shall state the items on the agenda, together with
the proposals of the Board of Directors and of the shareholders who requested
the calling of the Meeting or the entry of an item on the agenda, the request having to be submitted
in writing to the Board of Directors at least 45 days before the date of


 


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the Annual General Meeting. The invitation must also state the date, place and time of the
Meeting.


 


13.3.              Proposals to amend the Memorandum and Articles of Association shall
be placed at the disposal of the shareholders at the registered office of the
company. Their availability for inspection shall be stated in the invitation.


 


13.4.              The invitation to attend the Ordinary General Meeting must inform
the shareholder that the annual report, the profit and loss account and the
balance sheet, as well as the Group accounts and the auditors’ report will be
placed at the disposal of shareholders at the registered office of the company
at least twenty days prior to the General Meeting.


 


Article 14


 


Provided that
there is no objection, the owners or representatives of all the shares may hold
a General Meeting without following the convening procedure. As long as they
remain present, such a meeting shall have the right to deliberate and duly pass
resolutions on all matters which fall within the competence of the General
Meeting.


 


Article 15


 


Each share shall be entitled to one vote.


 


Article 16


 


Every holder
of registered shares may arrange to have all or any of its shares represented
by another person, who must be in possession of a written proxy form.


 


Article 17


 


17.1.              As a rule, the General
Meeting has a quorum irrespective of the number of shares represented.


 


17.2.              Unless otherwise
required by the law or by the Articles of Association, the General Meeting
shall proceed to pass resolutions and to conduct elections by an absolute majority
of the votes attached to the shares represented.


 


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17.3.              However, at least
two-thirds of the votes attached to the shares represented and an absolute
majority of the par values represented shall be necessary to pass any
resolution of the General Meeting to amend the object of the company, to
introduce preferential voting shares, to restrict the transferability of
registered shares, to increase the share capital, whether the increase is
authorised or conditional, to increase the share capital from shareholders’
equity in consideration of a contribution in kind or with a view to acquire
assets and the granting of special advantages, to limit or remove the right of
preferential subscription, to transfer the registered office of the company,
and to dissolve the company without liquidation.


 


Article 18


 


18.1.              Minutes shall be kept of
the General Meeting, stating the number, type, par value and category of the
shares represented by the shareholders, the organs of the company, the
independent representatives and the trustee representatives the resolutions and
the results of the elections, the requests for information and the replies
given as well as the declarations which shareholders ask to be recorded. The
minutes shall be signed by the chairman and the secretary of the General
Meeting.


 


18.2.              Extracts from the
minutes shall be certified by a director or by any other person appointed for
such purpose by a director.


 


Article 19


 


19.1.              The General Meeting shall
be chaired by the chairman of the Board of Directors or by another director
designated by the Board. Failing that, the chairman shall be designated by the
General Meeting.


 


19.2.              The chairman of the
General Meeting shall designate the secretary and the person or persons who
shall count the votes.


 


B.                                   The Board of Directors


 


Article 20


 


20.1.              The Board of Directors
shall consist of at least five and at most ten members, chosen from among the
shareholders and appointed by the General Meeting.


 


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20.2.              The majority of the
members of the Board of Directors must be Swiss nationals domiciled in
Switzerland, unless the company obtains a derogation from this rule in
accordance with Article 708 
Paragraph 1 CO.


 


Article 21


 


21.1.              The members of the Board
of Directors shall be appointed for a term of one year.


 


21.2.              There is no limit on the
number of times they may be re-elected.


 


21.3.              The Board of Directors
shall appoint its chairman and secretary by a simple majority.


 


Article 22


 


22.1.              Meetings of the Board of
Directors shall be convened , as often as business may require, either by the
chairman or, upon his order, by the secretary.


 


22.2.              Minutes shall be kept of
the discussions and resolutions of the Board of Directors and they shall be
signed by the chairman and the secretary.


 


Article 23


 


23.1.              The resolutions of the
Board of Directors shall be adopted by a majority of the members present,
provided that they form a majority of the Board of Directors and that a
majority of the members of the Executive Committee is present.


 


23.2.              In the event of a tie
vote, the chairman shall have the casting vote.


 


23.3.              Unless one member
insists on oral discussions, resolutions of the Board of Directors may also be
adopted by written approval of a motion by a majority of the directors, all of
whom must be informed of the motion. Such resolutions must be entered in the
minutes.


 


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Article 24


 


The Board of
Directors shall have the widest powers to manage the company. It shall be
authorised to pass all resolutions regarding the company’s business which are
not attributed to or reserved for the General Meeting or other organs of the
company.


 


Article 25


 


25.1.              The Board of Directors may
delegate all or any part of the management and the representation of the
company to one or more board members (managing directors) or to third parties
who need not necessarily be shareholders.


 


25.2.              The Board of Directors
shall appoint the proxies and other attorneys of the company.


 


25.3.              The Board of Directors
shall grant individual or joint powers to sign on behalf of the company.


 


25.4.              At least one member of
the Board of Directors, domiciled in Switzerland, must have authority to
represent the company.


 


Article 26


 


The Board of Directors shall adopt its own rules of
procedure.


 


C.                                   The Executive Committee


 


Article 27


 


27.1.              The Board of Directors
shall appoint from among its members an Executive Committee of at least three
and at most five members.


 


27.2.              The Board shall appoint
the members of the Executive Committee at the proposal of the chairman. A
vice-chairman shall be appointed to replace the chairman if he/she is prevented
from acting.


 


27.3.              The chairman must be a
member of the Executive Committee.


 


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27.4.              The powers of the
Executive Committee shall be defined in the Rules of Procedure of the
company.


 


D. The
Auditors


 


Article 28


 


28.1.              The General Meeting
shall elect one or more auditors. It may also designate deputy auditors. At
least one of the auditors must be domiciled in Switzerland and have his
registered office or a branch office entered in the Commercial Register in
Switzerland.


 


28.2.              The auditors shall be
elected for the period up to the next Ordinary General Meeting. They shall be
immediately eligible for re-election.


 


28.3.              The auditors shall be
required to attend the Ordinary General Meeting.


 


28.4.              The auditors must comply
with the provisions of Articles 728 et seq. of the
Code of Obligations.


 


28.5.              The General Meeting may
appoint every year a special auditor, which may be re-elected, with the duty to
proceed with the special verifications (provided in particular by articles
652f, 653f and 653i of the Code of Obligations) which are required in relation
with capital increases.


 


SECTION IV


 


ANNUAL ACCOUNTS


AND DISTRIBUTION OF PROFITS


 


Article 29


 


The company’s
financial year shall begin on 1 January and end on 31 December.


 


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Article 30


 


30.1.              The annual accounts
shall be drawn up in accordance with the provisions of Articles 662 to 670 of
the Code of Obligations.


 


30.2.              The accounts shall be
closed on 31 December.


 


Article 31


 


31.1.              Each year, a sum of
one-twentieth of the profit for the financial year shall be set aside to
constitute a general reserve until the said reserve amounts to one-fifth of the
paid-up share capital. If any of the reserve is used, it shall again be made up
from the profits in the same way.


 


31.2.              The balance of the
profits shall be distributed in accordance with the resolutions of the General
Meeting, upon the recommendation of the Board of Directors.


 


31.3.              The mandatory provisions
of the law relating to reserves must be respected.


 


Article 32


 


The payment of
the dividend shall take place at the time appointed by the Board of Directors.
Any dividend which is not claimed within five years of the date on which it
becomes due shall automatically revert to the company.


 


SECTION V


 


LIQUIDATION


 


Article 33


 


33.1.              If it is decided to wind
up the company, the liquidation shall be effected by the Board of Directors,
unless the General Meeting resolves otherwise.


 


33.2.              At least one of the
liquidators must be domiciled in Switzerland and have authority to represent
the company.


 


33.3.              The liquidators shall
decide among themselves the method by which they will sign for the company.


 


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Article 34


 


34.1.              During the liquidation,
the powers of the organs of the company shall be restricted to acts which are
necessary for the liquidation process and which, by their nature, do not fall
within the competence of the liquidators.


 


34.2.              The General Meeting of
Shareholders shall retain the right to approve the liquidation accounts and to
approve the acts of the liquidators.


 


34.3.              The liquidator or
liquidators may transfer the assets and liabilities of the dissolved company to
third parties against payment or other consideration only by virtue of a
resolution of the General Meeting.


 


SECTION VI


 


ANNOUNCEMENTS


 


Article 35


 


Company notices shall be published in the Feuille Officielle Suisse du Commerce.


 


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