Isodpby Laws

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224490 / wjcc

April 15, 2004Page 1

FOUNDATION WITH SUPERVISORY BOARD

Today, the twenty-seventh of August, two thousand and four

there appeared before me, Leendert Franciscus van Loenhoud, civil-law notary ofNoordwijkerhout in the Netherlands:

1. Dr BERNARD COHEN, currently residing at Deutzstraat 9, NL2342 AC inOegstgeest in the Netherlands, born in Bloemendaal in the Netherlands on the

first of November nineteen hundred and forty-seven, who identified himself with

a passport, number NF 8875624 issued in Oegsgeest on the sixteenth of March,

two thousand and four, married; and

2. Mrs Tatiana Johanna Maria Augustinus working at the office of Leendert

Franciscus van Loenhoud at 2211 CD Noordwijkerhout, Herenweg 22, born in

Leiden on the thirty-first of December, nineteen hundred and seventy, acting with

a written power of attorney in this matter for:Prof Dr HAKAN @ GBEL,currently residing at Olofwijksgatan 4, 412-55Gteborg, in Sweden, born in Gteborg in Sweden on the third of May nineteen

hundred and forty, who identified himself with a Swedish passport, number

34695788, issued in Sweden on the seventh of January, two thousand and four,

married

The persons appearing declared that, acting as described above, they wished to set

up a foundation under Dutch law by way of this deed and to establish the following

articles for that foundation:

Name and registered office

Article 11. The foundation shall be entitled Stichting International Society for Organ

Donation and Procurement.2. Its registered office shall be in the municipality of Leiden in the Netherlands.

ObjectsArticle 21. The objects of the foundation shall be as follows:

a. to foster, promote and develop all aspects of organ and tissue donation and

procurement. The ultimate aim is to increase the supply of high quality

organs and tissue to match the need;

b. to provide information, at the international level, both to medical andparamedical staff and to non-medical target groups regarding the value of

organ and tissue transplants, as well as to address all social and ethical

issues concerning organ and tissue donations.

The foundation shall strive to promote the practice of and study into organ

and tissue donation, as well as the use, storage, maintenance and


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optimization of the distribution of organs and tissues for transplanting

purpose.

The foundation shall disseminate information concerning improvements in

the field of organ and tissue donation and/or transplants in a specific manner

and shall periodically organize symposiums to enable the exchange of

knowledge and experience;c. possible participants in the foundation shall be those persons who, in the

broadest sense, are active in the field of organ and tissue donation and/or

transplants, as well as those persons who are closely connected with this

field based on their activities;

d. to perform all other actions that are connected to the matters set out above

or may contribute to achieving them.

2. The objects of the foundation can be accomplished by focusing on:

a. societal attitudes and legislative requirements;

b. perfecting the process of donation and procurement;

c. means of expanding the donor pool;d. measures to minimise donor organ injury;

e. development and facilitation of educational programs;

f. ethical matters related to organ and tissue donation and procurement.

SupportersArticle 31. With the exception of the members of the supervisory board, the foundation shall

not have any other individuals beside the board of directors who, whether as

members or under any other name, can exercise any control or influence over

the performance of the foundations activities or its management.

However, the foundation is entitled to attempt to find natural persons or legalentities who are prepared to agree to make periodical contributions as supporter.

2. Supporters shall be understood to mean those persons that have been admitted

as such by the directors.

The directors are entitled to terminate the status of supporter by giving written

notice.

Supporters are obliged to make annual monetary contributions to the foundation,

the minimum value of which shall be determined by the directors.

Directors: composition and appointmentArticle 4

1. The board of directors of the foundation shall consist of at least two members,their precise number to be determined by the supervisory board.

2. The directors shall be appointed and suspended by the supervisory board. Any

vacancies shall be filled as quickly as possible.

3. The president, secretary and treasurer shall be appointed to those positions. The

positions of secretary and treasurer may be filled by a single person. The

remaining directors may be appointed to the position of president elect or past

president.


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4. The directors shall be appointed by the supervisory board from a binding

nomination of at least two persons for each vacancy, to be put forward by the

board of directors. The supervisory board may relieve a nomination of its binding

character pursuant to a resolution accepted by a majority of at least two thirds of

the votes cast, which must constitute more than half the number of votes that

can be cast in a full meeting of the supervisory board.The supervisory board shall be free to appoint directors if the nomination is

relieved of its binding character and if in addition the supervisory board was not

notified of the nomination before three months had passed after the position

became vacant.

5. a. The president shall be elected at most twenty-four months and at least

eighteen months prior to the day on which the appointment as president

takes effect. The prospective president shall act as a director during the year

prior to that in which the term as president commences. The president shall

assume the office on the day on which the appointment as president takes

effect in the year in which he is elected as president, and shall fill the positionduring the term for which he is elected, on the understanding that he shall

not step down until a successor has been elected and has accepted the

position of director. He will subsequently remain a member of the board of

directors as a past president until twelve months have passed since the end

of the year for which he was elected as president.

b. The other directors shall be appointed for a period of at most three years.

They shall step down according to a schedule to be drawn up by the board of

directors. Any director stepping down in accordance to this schedule may

immediately be re-appointed, without limit. Directors appointed in the interim

shall assume the place in the schedule of the director to whose vacantposition they are appointed.

With due observance of the provisions of item 5(1) of this article, no more

than half the board of directors may rotate each appointment period.

6. In the event of one or more vacancies, the board of directors shall retain its

powers.

7. Only natural persons may be members of the board of directors.

8. The directors shall not receive any consideration for their activities. However,

they are entitled to claim any expenses incurred in connection with the

performance of their duties.


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Board of directors: duty and powers

Article 51. The board of directors shall be charged with managing the foundation.

2. The board of directors is not authorized to resolve to conclude any agreements

to acquire, dispose of or encumber registered property, unless such resolutions

are made with the prior written approval of the supervisory board.

3. The board of directors is not authorized to resolve to conclude any agreements

in which the foundation binds itself as security or in shared joint and several

liability, warrants performance by a third party or commits itself as surety for a

debt of a third party, unless such resolutions are made with the prior written

approval of the supervisory board.

4. The supervisory board is authorized to subject other resolutions than those set

out in the items above to its approval. Such other resolutions shall be clearly

described and communicated to the board of directors in writing.

5. Testamentary dispositions shall only be accepted with the benefit of inventory.

Board of directors: meetingsArticle 61. The meetings of the board of directors shall be held in the location determined in

the notice convening such meetings.

2. Every year, within six months after the end of the financial year, a meeting of the

board of directors shall be convened (the annual meeting), where at least the

balance sheet and the statement of income and expenditure shall be adopted.

3. In addition, meetings shall be held if any of the directors convenes a meeting.

4. Meetings shall be convened by way of a convocation notice at least seven days

in advance, not including either the day on which the notice is sent or the day of

the meeting itself.5. In addition to stating the location and time of the meeting, convocation notices

shall also list the matters to be discussed.

6. The meetings shall be led by the president, or in his absence by the president

elect, or if both are absent by the past president. If the past president is absent,

the directors attending the meeting shall determine who shall lead the meeting.

Until that has been determined, the meeting shall be led by director who is senior

in age.

7. The secretary shall keep minutes of the meeting. If the secretary is absent, the

minutes secretary shall be appointed by the person leading the meeting. The

minutes shall be approved and signed by the individuals acting as president andminutes secretary at that meeting. The minutes shall then be filed by the

secretary.

8. Admittance to the meetings of the board of directors shall be granted to the

current directors and to those individuals who have been invited by the board of

directors.

Board of directors: decision-makingArticle 7


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4. The board of directors is especially entitled to acquire intangible assets, such as

know-how, for the foundation and at the foundations expense, even if these

intangible assets originate from a person or individual that does not assist the

foundation as meant in the first item of this article.

5. The board of directors is also authorized to conclude agreements concerning

financing and other matters in order to promote the objects of the foundation.6. If deemed desirable for the purpose of realizing the objects of the foundation, the

board of directors shall also strive the greatest possible degree of cooperation

with qualifying institutions and entities internationally.

Board of directors: resignationArticle 9A director shall resign or be deemed to resign his position:

a. if he dies or, if the director is a legal entity, if it is dissolved or ceases to exist;

b. if he loses the ability to exercise free control over his capital;

c. if he steps down, either in accordance with the schedule as meant in article 3 or

otherwise;d. if he is dismissed by the supervisory board;

e. if he is dismissed pursuant to Section 2:298 of the Netherlands Civil Code;

f. if he is appointed to the supervisory board.

RepresentationArticle 101. The board of directors shall represent the foundation.

2. Power of representation shall be granted to two directors acting in conjunction.

3. Appeals may be made to third parties against any actions that contravene items

2 and 3 of article 5.

4. The board of directors may grant a power of attorney to one or more directors,

as well as to third parties, to represent the foundation within the restrictions of

that power of attorney.

5. The board of directors is entitled to set up a secretariat, and to determine its

powers and domicile.

The board of directors shall determine the payment and other employment

conditions and/or expense reimbursements for the individuals connected to the

secretariat.

6. The board of directors shall choose an executive board from among its

members, comprising at most three persons.


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Supervisory boardArticle 111. The foundation shall have a supervisory board, consisting of individuals selected

from the circle of supporters. The supervisory board shall monitor the policy of

the board of directors and the general affairs of the foundation, as well as

performing those duties and exercising those powers assigned or awarded to the

supervisory board pursuant to these articles.

2. The members of the supervisory board shall be appointed and dismissed by the

supervisory board. Any vacancies shall be filled as quickly as possible.

3. The supervisory board shall appoint a president and a secretary from among its

members.

4. The board of directors shall provide the supervisory board, in a timely fashion,

with the data necessary for the performance of its duties and the exercising of its

powers, and shall also provide any member of the supervisory board with any

information concerning the foundations affairs that the member wishes. The

supervisory board is authorized to inspect all the foundations books, documentsand other data carriers, or else have them inspected.

5. The supervisory board may call upon the assistance of one or more experts in

the performance of its task, at the foundations expense.

6. A member of the supervisory board shall resign or be deemed to have resigned:

a. if he dies;

b. if he loses the ability to freely control his capital;

c. if he steps down;

d. if he is appointed to the board of directors;

e. if his status as supporter is terminated by the board of directors as a result of

failure to pay his annual commitment to grant the foundation a monetarycontribution as meant in article 3;

f. if he is dismissed by the supervisory board.

A decision to dismiss a member of the supervisory board as meant in this item

may only be made by a meeting of the supervisory board at which all members

are present or represented, with the exception of the member whose dismissal is

at issue.

Combined meetings of the board of directors and the supervisory boardArticle 121. At least once every two years, the board of directors and the supervisory board

shall convene in a combined meeting to discuss the general matters of the policyconducted and to be conducted in the future.

2. The board of directors and the supervisory board shall have equal authority to

convene such a combined meeting.

3. The combined meetings shall be chaired by the president of the supervisory

board. If the president of the supervisory board is absent, the directors and

members of the supervisory board who are present shall determine who shall


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chair the meeting. Until that moment, the meeting shall be chaired by the

member of the supervisory board who is senior in age.

Special committeesArticle 131. The foundation is entitled to set up special committees.

The composition and appointment of the members shall be determined in

separate rules of procedure. The first time, these rules of procedure shall be

drawn up by the board of directors, and subsequently by the board of directors

and the special committees in conjunction.

2. Meetings of the foundations board of directors shall preferably be attended by a

representative of the special committees who are not represented in the board of

directors.

3. With the exemption of the advisory committee, to be referred to hereinafter in the

paragraphs 4 and 5 of this article, each special committee shall have at least one

director as a member.

4. The foundation shall have an advisory committee, consisting of individualsselected from the circle of supporters. The advisory committee shall advise the

board of directors.

5. The advisory committee shall appoint a president and a secretary from among its

members.

Financial year and annual report and accountsArticle 141. The foundations financial year shall be the same as the calendar year.

2. The board of directors is obliged to keep accounts and records, as well as the

accompanying books, documents and other data carriers, of the foundations

financial condition and of everything pertaining to the foundations activities, in

accordance with the requirements stemming from these activities, in such a

fashion that the foundations rights and obligations can at all times be

ascertained from them.

3. The board of directors is obliged, every year within six months after the end of

the financial year, to compile the foundations balance sheet and statement of

income and expenditure, to put these in writing and to adopt them. The balance

sheet and statement of income and expenditure shall require the approval of the

supervisory board. For this purpose, the adopted annual report and accounts

shall be submitted to the supervisory board within one month after the adoption.

The supervisory board may, before granting its approval, instruct the board ofdirectors to have the balance sheet and statement of income and expenditure

reviewed by a certified accountant (registeraccountant), accounting consultant

(accountant-administratieconsulent) or other expert as meant in Section 2:393 of

the Netherlands Civil Code, to be appointed by the supervisory board. This

expert shall report on his review to the supervisory board and shall set out the

findings of his review in a statement concerning the accuracy of the documents


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Amendments to the articlesArticle 171. Subject to prior written approval from the supervisory board, the board of

directors is authorized to amend these articles. Any resolution to amend the

articles must be passed by a majority of two thirds of the votes at a meeting at

which all directors are present or represented.

2. Amendments shall be made by notarial deed, on penalty of nullity. Each director

is individually authorized to execute such deeds.

3. The directors are obliged to deposit an authentic copy of the amendment and the

amended articles with the office of the Trade Register.

Dissolution and liquidationArticle 181. The board of directors is authorised to dissolve the foundation.

2. The board resolution to dissolve the foundation must be passed with a majority

of two thirds of the votes at a meeting at which all directors are present or

represented.

3. In the event that the board of directors decides to dissolve the foundation, the

allocation of the liquidity surplus shall also be determined. The resolution to

dissolve the foundation and the related allocation of the liquidity surplus shall

require the prior written approval of the supervisory board. In other cases of

dissolution, the allocation of the liquidity surplus shall be determined by the

liquidators.

4. After the foundation has been dissolved, the directors shall liquidate the

foundation, unless other persons have been appointed as liquidators in the

resolution to dissolve the foundation.

5. The balance of the dissolved foundations capital remaining after all debts have

been settled shall be allocated by the board of directors to a purpose that

matches the spirit of article 2 as closely as possible.

6. Once the liquidation is complete, the books and documents of the dissolved

foundation shall be held in the possession of a person appointed by the

liquidators for the term stipulated by the law.

7. All other aspects of the liquidation shall be governed by the provisions of Title 1,

Book 2 of the Netherlands Civil Code.


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Transitional provision

Article 19

1. The clauses concerning the supervisory board shall only become effective after a

resolution has been deposited with the Trade Register of the Chamber of

Commerce of the district in which the foundation has its business address,

concerning the installation of a supervisory board, including the appointment ofat least one supervisory board member.

2. The clauses concerning the supervisory board shall no longer be in force after a

resolution has been deposited with the Trade Register of the Chamber of

Commerce of the district in which the foundation has its business address,

concerning the abolishment of the supervisory board.

3. During the period(s) of time that the clauses concerning the supervisory board

shall not be effective, all authorisations of the supervisory board in accordance

with the articles of association, shall accrue to the board of directors.

Final provisions

Article 201. All matters for which neither the law nor these articles provide shall be decided

by the board of directors.

2. The phrase written in these articles shall be understood to mean any message

transmitted by the usual communication channels evidenced in writing.

Final statementsFinally, the persons appearing[, acting as described above], stated that:

1. the first financial year of the foundation shall end on the thirty-first of December

two thousand and four.

2. at the time of this establishment:

a. the board of directors consists of two directors;b. the initial directors are as follows, in the positions stated after their names:

1. Professor Dr Nils Gunnar Hakan Gbel, president

2. Dr Bernard Cohen, treasurer

The persons appearing are known to me, the civil-law notary.

The identities of the persons appearing/parties involved in this deed have been

established by me, the civil-law notary, using documents intended for that purpose.

OF WHICH A DEED WAS DRAWN UP in Noordwijkerhout in the Netherlands, on the

date stated at the beginning of this deed.

After the substance of this deed had been communicated and explained to the

persons appearing, the persons appearing unanimously declared, as had partiessufficiently in advance of the execution of this deed, that they were aware of the

content of this deed that they agreed to the contents, that they had been informed of

the consequences following from this deed for the parties, and that they did not

require a complete reading of the deed.

This deed was subsequently, after a limited reading, signed by the persons

appearing and finally by myself, the civil-law notary.

Documents

Isodpby Laws