Statuto

Foundation > Foundation's Statute

Registered at the Rome 3 Tax Office on February 3, 2010, under no. 3607, IT series [seal]

Public Notary
Francesco Caporali
Viale Gorizia, 20
Tel. 06.8848962 - 06.8557732

File no. 29320 - Folder no. 8381

ARTICLES OF ASSOCIATION OF A FOUNDATION THE REPUBLIC OF ITALY

In the year two thousand and ten, on the second of February in Rome, in my offices in Viale Gorizia no. 20

2 February 2010

Before me, Francesco Caporali, Public Notary in Rome, registered in the Roll of the United Notary Districts of Rome, Velletri and Civitavecchia, in the presence of:

Giuseppa de Pisi, born in Olevano Romano on December 5, 1947, residing in Rome in Via Francesco Maidalchini no. 11;

Gianni Mennuni, born in Rome on June 3, 1956, residing in Rome in Via Ardeatina no. 600;

witnesses who are known, suitable and requested

PRESENT IS

Carlo Federico Perno, born in Rome on March 27, 1956, residing in Colonna (RM) in Via La Macchia no. 7, tax code PRN CLF 56C27 H501K,

who is participating in this instrument not on his personal behalf, but in his capacity as President of

"AVIRALIA - Associazione Italiana per gli Studi e le Ricerche AntiviraIi" with registered office in Via di Frascati no. 18, Colonna (RM), tax code 09509961000, registered with the Registry of Juridical Persons at the Prefecture of Rome under no. 641/2009, authorized in this instrument under the resolution of the Executive Committee on December 2, 2009, and on this day, as well as under the resolutions of the member meeting held on December 17, 2009, ancl of whose personal identity I, as Public Notary, am certain.

"AVIRALIA - Associazione Italiana per gli Studi e le Ricerche Antivìrali", as represented hereinabove, and hereinafter referred to also as "founder", has declared to me the intention to establish a Foundation pursuant to articles 14 et seq. of the Civil Code and articles 10 et seq. of Legislative Decree 460/97 for the purposes of carrying out scientific research.

The foundation shall be governed by the regulations issued by said "AVIRALIA - Associazione Italiana per gli Studi e le Ricerche Antivirali" and to such end the appearing party has asked me to receive this instrument with which the following is stipulated:

Art.  1

In compliance with articles 14 et seq. of the Civil Code and articles 10 et seq. of Legislative Decree 460/97, a Foundation is hereby established with the qualifications of an Organizzazione Non Lucrativa di Utilità Sociale (ONLUS) [a non-profit organization] named "Fondazione AVIRALIA - Associazione Italiana per gli Studi e le Ricerche Antivirali - Organizzazione Non Lucrativa di Utilità Sociale", or, in brief, "Fondazione AVIRALIA ONLUS" with head office in Rome, Viale dei Quattro Venti no. 238, exclusively for the pursuit of scientific research aims.

Art.  2 (Sede)

The Foundation, in the exclusive pursuit of social welfare aims, pursuant to article 10, paragraph 1 of Legislative Decree no. 460/97, has the purpose of:

In order to achieve these goals, the Foundation can, among other things:

  1. promote and develop (directly or in collaboration with, and with the support of, research Foundations, Bodies and Associations, Institutes or Universities operating in the medical-scientifi c sector) clinical studies and research aimed at increasing knowledge in the pathogenic, diagnostic, therapeutic and prophylactic areas of human pathologies, with particular regard to those having a viral origin;
  2. promote, finance and organize gatherings, conventions, courses, and, in general, any other initiatives having a scientific and popular nature which is consistent with its own purposes;
  3. enact, manage, coordinate, finance and participate in programs for the improvement of health in industrialized countries and in developing countries (through healthcare, prevention, education, clinical research, and similar activities);
  4. promote training or professional qualification by creating or managing research contracts, scholarships (including for post-graduate university courses), or through training courses, etc.;
  5. contribute to the training of healthcare personnel in developing countries in order to reinforce the capabilities of local authorities, and for anything else deemed from time to time necessary and sustainable over time;
  6. promote the collection of public and private funds, in any form, and/or obtain public and/or private funding for the pursuit of its purpose and to carry out its activities;
  7. promote initiatives ancl information public awareness campaigns utilizing all means of dissemination;
  8. collaborate with Italian and international authorities and bodies, as well as with other non-profit associations and foundations, with companies interested therein and with the social security network to examine and/or formulate proposals concerning questions and problems which fall under the aims of the Foundation;
  9. set up and/or participate in committees and/or other associations or bodies which pursue similar or additional goals as this Foundation, as well as carry out all necessary or useful operations for the attainment of its goals;
  10. plan and organize, in support of its activities, artistic and cultural gatherings and meetings of a scientific and cultural nature in Italy and abroad.

The Foundation may not carry out activities different from those pertaining to its goals or connected to the same.

Art.  3

The Foundation's initial equity will be funded by "AVIRALIA - Associazione Italiana per gli Studi e le Ricerche Antivirali", as represented hereinabove, with an endowment of 160,000.00 (one hundred and sixty thousand point zero zero) by means of four non transferrable bank drafts all made out in the name of "FONDAZIONE AVIRALIA ONLUS", issued on January 29, 2010 by CREDITO ARTIGIANO S.p.A. Agency 6, Rome, three of which are each of the amount of 50,000.00 Euros (fifty thousand point zero zero) and bear the numbers 983349179-07, 983349178-06 and 983349180-08, and one is for the amount of 10,000.00 Euros (ten thousand point zero zero) and bears the number 983349181-09. The appearing party has shown me said bank drafts in the presence of witnesses.

Once it has received recognition pursuant to Presidentiai Decree no.361 of February 10, 2000, the Foundation will take possession and entitlement of said bank drafts with all the consequential rights.

Art.  4

The administration of the Foundation shall be entrusted by the founder to a Board of Directors comprised of 3 (three) members:

Art.  5

The founder appoints the following Board of Statutory Auditors for the Foundaüon:

Art.  6

The Foundation will be administered and will carry out its activities in compliance with and under the supervision of the regulations set out in the Bylaws comprised of 16 (sixteen) articles, which the appearing party has shown me today and which are attached to this instrument as letter "A", after being read aloud in the presence of the witnesses and the appearing party.

For that which is not provided for therein, and which is not provided for in this instrument, reference will be made to governing regulations on the matter.

The application of every facilitation on the subject is requested for this instrument.

The appearing party reserves the right to make all modifications, deletions or additions to this instrument and to the attached Bylaws which may be requested by the competent authorities during the Recognition process.

Upon being requested to do so, I, the Public Notary, received this instrument, which I read aloud in the presence of witnesses and the appearing party, and when asked in the presence of the witnesses, he stated that it was in compliance with his intentions.

This instrument is comprised of two pages, part of it was typed in part by a trusted associate and in part by me, the Public Notary, on the first seven pages, less one line, and was signed at eight o'clock and forty-eight minutes p.m.

Signed: Carlo Federico Perno, Giuseppa cle Pisi, Gianni Mennuni, Public Notary Francesco Caporali

FOLDER NO. 8381 ATTACHMENT "A"

Bylaws

Article 1 - (Name)

The Foundation named "Fondazione AVIRALIA - Fondazione Italiana per gli Studi e le Ricerche Antiviralì - Organizzazione Non Lucrativa cli Utilità Sociale" or, in brief, "Fondazione AVIRALIA ONLUS", has been established.

It corresponds to the principles and judicial model of a Participatory Foundation within the widest range of foundations governed by articles 12 et seq. of the Civil Code.

Article 2 - (Registered head office)

The Foundation's registered head office is in Rome.

It can create or close sub-offices, offices and centers in Italy and abroad with resolutions by the Board of Directors.

Article 3 (Goals and activities)

The Foundation, which is a non-profit organization, and which pursues social welfare goals has the following goals:

In order to achieve these goals, the Foundation can, among other things:

  1. promote and develop (directly or in collaboration with, and with the support of, research Foundations, Bodies and Associations, Institutes or Universities operating in the medical-scientifi c sector) clinical studies and research aimed at increasing knowledge in the pathogenic, diagnostic, therapeutic and prophylactic areas of human pathologies, with particular regard to those having a viral origin;
  2. promote, finance ancl organize gatherings, conventions, courses, and, in general, any other initiatives having a scientific and popular nature which is consistent with its own purposes;
  3. enact, manage, coordinate, finance and participate in programs for the improvement of health in industrialized countries and in developing countries (through healthcare, prevention, education, clinical research, and similar activities);
  4. promote training or professional qualification by creating or managing research contracts, scholarships (including for post-graduate university courses), or through training courses, etc.;
  5. contribute to the training of healthcare personnel in developing countries in order to reinforce the capabilities of local authorities, and for anything else deemed from time to time necessary and sustainable over time;
  6. promote the collection of public and private funds, in any form, and/or obtain public and/or private funding for the pursuit of its purpose and to carry out its activities;
  7. promote initiatives and information public awareness campaigns utilizing all means of dissemination;
  8. collaborate with Italian and international authorities and bodies, as well as with other non-profit associations and foundations, with companies interested therein and with the social security network to examine and/or formulate proposals concerning questions and problems which fall under the aims of the Foundation;
  9. set up and/or participate in committees and/or other associations or bodies which pursue similar or additional goals as this Foundation, as well as carry out all necessary or useful operations for the attainment of its goals;
  10. j. plan and organize, in support of its activities, artistic and cultural gatherings and meetings of a scientific and cultural nature in Italy and abroad.

The Foundation may not carry out activities different from those pertaining to its goals or connected to the same.

Article 4 - (Assets)

The assets of the Foundation are comprised of:

ARTICLE 5 - (Management fund)

In order to carry out its work, the Foundation has at its disposal a management fund comprised of:

The Foundation's income and resources shall be used for the operations of the Foundation itself and for the achievement of its goals.

ARTICLE 6 - (Foundation members)

The Foundation's members are divided into two categories: Founder and Participants. The FOUNDER is the person who took part in the Foundation's articles of association.

PARTICIPANTS are physical or juridical persons, public or private, and entities which share the institutional goals of the Foundation and contribute to the life of the same and to the implementation of the goals through money contributions in an amount not lower than the one established by the Board of Directors; or with an activity, including professional, of particular importance;
or by allocating material and immaterial assets.

Participants can also allocate their contribution to support specific projects within in the realm of the Foundation's activities.

Participants are admitted by an unquestionable resolution of the Board of Directors with favorable vote by the majority of its members.

Participants must expressly undertake to respect the regulations of these Bylaws. The status of Participant lasts the entire period in which the contribution is regularly paid or the service has been regularly offered, with the exception of the appointment being revoked by the Board of Directors.

The status of Participant does not grant any right concerning the operation of the Foundation nor participation in its bodies.

Article 7 - (Exclusion and removal)

With a resolution taken by the majority of members, the Board of Directors resolved on the exclusion of a Participant for serious or repeated non- fulfill ment of the obligations and duties stemming from these Bylaws.

Participants may leave the Foundation at any time, without prejudice to the obligation to fulfìll the obligations taken on.

Article 8 - (Foundation bodies)

The following bodies are necessary to the Foundation:

  1. Board of Directors;
  2. President of the Foundation;
  3. Scientific Committee;
  4. Board of Statutory Auditors.

Article 9 - (Board of Directors).

The Foundation is admínistered by a Board of Directors comprised of three members appointed by the Founder and chaired by the President of the Foundaüon.

Members of the Board of Directors are permanent directors, without prejudice to the right for them to resign, or to be excluded pursuant to article 7, first paragraph.

The total number of members in the Board of Directors can be increased to a maximum of 5 (five) through cooptation by the Board following the resolution taken with the presence of, and the favorable vote of, at least 2/3” of the directors in office. The office of the co-opted members of the Board of Directors lasts 3 (three) years and can be reconfirmed.

If the co-opted member does not accept the position in writing within 15 (fifteen) days of notice by the President of the Foundation, it shall be considered to have been refused.

The number of members of the Board of Directors can never be less than 3 (three); should this occur, the Board should be convened by the Chairman (or, on his behalf, by the Vice Chairman) for appointing a replacement.

Article 10 - (Board of Directors: operation and responsibilities)

The Board of Directors ordinarily meets at least two times a year in order to approve the budget and the financial statements, and in any case it meets every time the Chairman deems it necessary or when he has been requested to do so by at least one third of the members. The terms of the summoning can be determined by means of a resolution from the Board itself.

Board meetings are considered valid with at least 2/3“' of the Board members in attendance.

Board of Directors meetings are put into the record by means of minutes written up by the Secretary and signed also by the Chairman.

It is possible to hold Board meetings via vìdeoconferencing or teleconferencing and, in such case, the notice must be sent at least 48 (forty-eight) hours before by telefax or by e-mail. In particularly urgent circumstances, the Chairman may request and obtain separate and single decisions from each Board member, which consequently will express his/her opinion with a separate vote by telefax or e-mail within three days of the request. Votes received thereafter shall not be counted.

Resolutions are normally made by a majority vote of those present, with the exception of resolutions for which these Bylaws require specific majority quorums. If the tally of the votes results in a tie, the Chairman's vote shall prevail. Any changes to be made to one or more articles of these Bylaws may in any case be approved solely by an absolute majority of the entire Board of Directors.

The Board of Directors has powers concerning the ordinary and extraordinary management of the Foundation; it prepares the annual budget and financial statements, as well as the respective accompanying reports.

The Board of Directors drafts the Foundation's plans, and in implementing them shall establish the relative investment, the use and administration of the funds and available resources, in line with and consistent with its purposes.

It can hire and fire employees and determine their legal and economic status, which shall be governed by private law regulations.

The powers of the Board of Directors can be individually delegated by the board itself to the Chairman and/or to other Board members or potentially to individuals outside the Board, in which case the duration of the assignment shall be established.

The Board of Directors may also issue regulations for governing the internal affairs of the Foundation.

Members of the Board of Directors may not receive an annual compensation higher than that provided for in Article 10 of Legislative Decree no. 460 dated December 4, 1997.

ARTICLE 11 - (The President of the Foundation)

The President of the Foundation is the legal representative of the Foundation and has signing authority before third parties and in court matters, and he has the right to assign attorneys of record, attorneys, arbitrators and consultants.

The President is appointed for the first time in the articles of association and subsequently by the Board of Directors with a majority of at least 2/3” of its members.

The President exercises all initiative powers necessary for the smooth running and management of the Foundation. In particular, the President handles the dealings and relationships with bodies, public authorities, enterprises and other entities (public or private) in order to establish relationships of collaboration and support for the Foundation's individual initiatives.

In urgent cases, and when necessary, the President may take special measures which are the competency of the Board of Directors, with the obligation to submit them for ratification by the Board within 90 (ninety) days at a meeting to be called immediately for such reason by the President.

The President can entrust single duties to a Vice President, who may be appointed by the Board of Directors within the board itself, and who, in the event of the absence or impediment of the President, shall carry out his duties.

Article 12 - (Scientific Committee)

The Scientific Committee carries out Consultancy activities vis-à-vis the Board of Directors, guiding and supporting it in deciding on the scientific direction to take, as well as in examining and evaluating projects and research initiatives carried out by the Foundation.

The Scientific Committee is comprised of members who have been selected among experts and scientists, operating either in Italy or abroad, who have specific experience in the areas in which the Foundation carries out itsactivities.

The members and the Chairman of the Scientifi c Committee are appointed by the Board of Directors, which is also responsible for determining their number at each renewal. Their terms last 3 (three) years, and can be renewed.

Members of the Scientific Committee are not entitled to any compensation for the activities performed.

Article 13 - (Board of Statutory Auditors)

The Board of Statutory Auditors is comprised of three members appointed for the fir st time in the articles of association and subsequently by the Board of Directors. The Board of Directors shall select them from among professionally qualified individuals; at the time of their appointment, the Board shall also determine their compensation.

Auditors' terms shall last 3 (three) fiscal years and they may be re-appointed; their role is incompatible with the role of director in the Board of Directors.

The Board of Statutory Auditors is vested with the power of supervision of compliance with the law and the Bylaws and respect of the principles of proper management by performing checks on the administrative structure of the Foundation, ensuring that accounting books are kept regularly, that the financial statement results correspond to those of the accounting books and records, and that principles for the correct drafting of the financial statement have been respected. The Board draws up accompanying reports for each
annual financial statement.

The Statutory Auditors participate in meetings of the Board of Directors and have the right to speak, but have no right to vote.

The members of the Board of Statutory Auditors appoint from among themselves a Chairman.

Article 14 - (Financial year)

The financial year begins on January 1 and ends on December 31 of each year.

By the month of November of each year, the Board of Directors shall approve the provisional financial report of the following fiscal year and by April 30 the financial statement of the year passed.

The distribution of profits or surplus income, as well as funds and reserves, is prohibited during the existence of the Foundation, excluding exceptions provided for by law.

Article 15 - (Termination or dissolution of the Foundation)

The Foundation is established without any limits of duration.

If the purpose becomes impossible or of little use, or if assets become insuffii ent, and, in general, when causes for termination or dissolution arise, for any reason, the Foundation shall be terminated with a resolution by an absolute majority of the Board of Directors.

In the event of dissolution, the assets of the Foundation shall be given to other non-profit organìzatìons, or to purposes of public use, unless otherwise established by the law.

If, for any reason, the Foundation is to be liquidated, the Board of Directors shall entrust a committee of 3 (three) directors to carry out the liquidation process.

Article 16 - (Final regulations)

For anything not provided for in these Bylaws, reference will be made to the laws and regulations of the State governing the matter.

Signed:
Carlo Federico Perno
Giuseppa de Pisi
Gianni Mennuní
Francesco Caporali, Public Notary

Copy comprised of three pages, certified that is a true copy of the original duly signed, issued by Francesco Caporali, Public Notary in Rome, for all legal purposes.

Rome, February 3, 2010