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1. NAME AND LOCATION
1.1.Name

The name of the Foundation shall be FOUNDATION "ESTONIAN GENOME CENTRE" (henceforth: the Foundation).

1.2. Location

The location of the Foundation shall be Tartu, Republic of Estonia.

2. OBJECTIVES
The Foundation has been established to administer and use assets to achieve the objectives specified in its Articles of Association. The objectives of the Foundation shall be:

(1) development of methods and pharmacological agents for diagnostics and treatment of malignant tumors and conduction of respective research;
(2) development and financing of genetic research, DNA diagnostics and gene therapy;
(3) organisation, coordination, financing and popularisation of genetic and biotechnological research, development activities and educational events (conferences, seminars, publications, etc.);
(4) creation of representative and extensive collection of tissue samples, its preservation and constant development with the objective of using it for the study of the impact of genetic and environmental factors on population health;
(5) contribution to periodic assessment of population health using objective methods, including the analysis of genetic variation and the composition of blood serum;
(6) allocation of grants and financial supports.

3. ASSETS
3.1. Composition of Assets

The assets of the Foundation shall be composed of assets transferred irretrievably to the Foundation by the founders or other persons without receiving any payment, of profits from the economic activities of the Foundation and of assets originating from other sources in compliance with law.

3.2. Transfer of Assets

3.2.1. Finances transferred to the Foundation are deposited in the bank account of the Foundation.

3.2.2. Other assets transferred to the Foundation go into the use of the Management Board of the Foundation, whereas a respective contract and an assets transfer act shall be drawn up.

3.2.3. Upon transfer of assets the transferor relinquishes in favour of the Foundation all rights to the assets transferred.

3.2.4. It is not permitted to associate with the transfer of assets whatever obligations undertaken by the Foundation which are not in accordance with the objectives of the Foundation, or which give to the transferor whatever preference in comparison with other beneficiaries.

3.2.5. The procedures of transfer of assets shall be determined by the Supervisory Board of the Foundation.

3.3. General System of Use and Disposal of Assets

3.3.1. Decisions on use and disposal of assets are made by the Supervisory Board of the Foundation in compliance with the Articles of Association and law.

3.3.2. The assets are used and disposed directly to achieve the objectives deriving from the Articles of Association of the Foundation. In accordance with the objectives of the Foundation assets may be used for economic activities in the extent that is not restricted by law. Profits obtained from economic activity shall be used exclusively for the achievement of the objectives of the Foundation.

3.3.3. The Foundation shall not grant loans to or secure the loans of founders or members of the Management Board or Supervisory Board of the Foundation, or of persons with an equivalent economic interest, unless otherwise provided by law.

3.3.4. The Foundation shall not be a partner of a general partnership or a general partner of a limited partnership or manage a general partnership or limited partnership.

3.4. Use and Disposal of Assets for Achievement of the Objectives

3.4.1. Supports and other disbursements from the assets of the Foundation for achievement of the objectives in accordance with the Articles of Association shall be made to beneficiaries on the basis of decision of the Management Board of the Foundation taken on the basis of a well-grounded application of the beneficiary or at the initiative of the Foundation. The decisions of the Management Board on disbursements must be motivated and the disbursement must be well-grounded.

3.4.2. The procedures of use and disposal of assets, including the bases and procedures for disbursement of supports and other disbursements, shall be determined by the Supervisory Board of the Foundation.

4. MANAGEMENT
4.1. Management Bodies

The management bodies of the Foundation shall be:

(1) the Supervisory Board of the Foundation ("the Supervisory Board");
(2) the Management Board of the Foundation ("the Management Board").

4.2. The Supervisory Board

4.2.1. The Supervisory Board shall plan the activities of the Foundation, organise the management of the Foundation and supervise the activities of the Foundation.

4.2.2. The Supervisory Board shall have seven (7) members.

4.2.3. The members of the Supervisory Board shall elect a chairman from among themselves, who shall organise the activities of the Supervisory Board.

4.2.4. The members of the first Supervisory Board are appointed by the founders for the term of two (2) years. The membership term of three (3) or four (4) members of the first Supervisory Board shall on expiry of the membership term be extended by two (2) years. Subsequently new members of the Supervisory Board replacing the members whose membership terms have expired, who have been removed or have resigned shall be appointed for four (4) years. If the founders have not appointed new members of the Supervisory Board within three (3) months of expiry of the membership terms of the former members of the Supervisory Board, the new members shall be appointed by the Supervisory Board within three (3) months of the term fixed for the founders for appointment of members of the Supervisory Board.

4.2.5. The members of the Supervisory Board shall be removed if the members of the Supervisory Board have failed to perform their duties to a material extent, are unable to participate in the work of the Supervisory Board or have significantly damaged the interests of the Foundation, upon the commencement of bankruptcy proceedings against the member of the Supervisory Board, or for some other compelling reason. If the founders have not recalled the member of the Supervisory Board, it will be done by a court at the request of the interested party or on its own initiative.

4.2.6. Remuneration corresponding to the tasks of a member of the Supervisory Board and to the financial status of the Foundation may be paid to members of the Supervisory Board.

4.2.7. The Supervisory Board has the right to examine all documents of the Foundation and to audit the accuracy of accounting, the existence of assets and the compliance of the activities of the Foundation with law and the Articles of Association. The Supervisory Board has the right to obtain information concerning the activities of the Foundation from the Management Board and to demand an activity report and preparation of a balance sheet from the Management Board.

4.2.8. Meetings of the Supervisory Board shall be held as necessary but not less frequently than once a year. All members of the Supervisory Board are sent written notices of the meeting minimum fourteen (14) days prior to the meeting. Summaries of all materials, reports, draft resolutions and other materials shall be enclosed with the notices. Meetings shall be called by the chairman of the Supervisory Board or by a member of the Supervisory Board substituting for the chairman. A meeting of the Supervisory Board shall be called if this is demanded by a member of the Supervisory Board, the Management Board or an auditor.

4.2.9. Meetings of the Supervisory Board have a quorum if over one-half of the members of the Supervisory Board participate. Each member of the Supervisory Board has one vote. A member of the Supervisory Board does not have the right to abstain from voting or to remain undecided except in the cases prescribed by law. Resolutions of the Supervisory Board are adopted if over one-half of the members of the Supervisory Board who participate in the meeting vote in favour. In the election of a person, the candidate who receives more votes than the others shall be deemed to be elected. Upon an equal division of votes, lots shall be drawn. Minutes shall be taken of meetings of the Supervisory Board. The minutes shall be signed by all members of the Supervisory Board participating in the meeting.

4.2.10. The Supervisory Board may adopt a resolution without calling a meeting if all members of the Supervisory Board vote in favour of the resolution in writing. In order to do that the chairman of the Supervisory Board shall send to the members of the Supervisory Board the draft resolution in writing or by fax determining the term for reply, which may not be shorter than forty-eight (48) hours of receipt of the mail or the fax and no longer than thirty (30) days of issuance of the notice. Failure to reply before the expiry of the term of reply is considered to be equal to a vote cast against the respective resolution.

4.2.11. The Supervisory Board shall represent the Foundation in disputes and upon entry into transactions with members of the Management Board.

4.2.12. The consent of the Supervisory Board is required to enter into transactions which are beyond the scope of everyday economic activities, in particular to enter into transactions which result in:

(1) the acquisition or termination of participation in commercial undertakings;
(2) the transfer or encumbrance with a real right of immovables and movables entered in the register.

4.2.13. The consent of the Supervisory Board is not required for entry into a transaction if a delay in entry into the transaction would bring about significant damage to the Foundation.

4.2.14. The members of the Supervisory Board are liable for failure to perform their duties or failure to perform their duties in appropriate manner as prescribed by law.

4.3. The Management Board

4.3.1. The Foundation shall have a Management Board which manages and represents the Foundation.

4.3.2. The Management Board consists of one (1) to three (3) members in accordance with the resolution of the Supervisory Board. The member(s) of the Management Board is/are elected by the Supervisory Board, whereas the first member of the Management Board shall be appointed by the resolution of foundation.

4.3.3. A member of the Supervisory Board or a bankrupt shall not be a member of the Management Board. If the Management Board has several members, the residence of at least one-half of the members of the Management Board must be in Estonia.

4.3.4. If the Management Board has more than two members, the members of the Management Board shall elect a chairman of the Management Board from among themselves, who shall organise the activities of the Management Board.

4.3.5. The Supervisory Board may remove a member of the Management Board at any time regardless of the reason. Rights and obligations arising from contracts entered into with him or her terminate pursuant to the contracts.

4.3.6. Remuneration corresponding to the tasks of a member of the Management Board and to the financial status of the Foundation may be paid to members of the Management Board. The amount and procedure for payment of remuneration shall be determined by the Supervisory Board.

4.3.7. The Management Board is accountable to the Supervisory Board. The Management Board shall present an overview of the economic activities and financial status of the Foundation to the Supervisory Board at least once every four months and shall immediately give notice of any material deterioration of the financial status of the Foundation or of any other material circumstances related to the economic activities of the Foundation.

4.3.8. In managing the Foundation, the Management Board shall adhere to the lawful orders of the Supervisory Board. Transactions which are beyond the scope of everyday economic activities may only be entered into by the Management Board with the consent of the Supervisory Board.

4.3.9. The members of the Management Board are liable for failure to perform their duties or failure to perform their duties in appropriate manner as prescribed by law.

5. REPRESENTATION
Every member of the Management Board has the right to represent the Foundation in all legal acts. The right to represent the Foundation may be limited with the resolution of the Supervisory Board.

6. AUDITOR
The auditor(s) shall be appointed by the Supervisory Board for a specific audit or for a certain term. The number of auditors and the procedure for remuneration of auditors shall be determined by the Supervisory Board. The Management Board shall submit a list of auditors to the register of non-profit organisations and foundations.

7. REPORTING
7.1. Financial Year

The financial year of the Foundation starts on the 1 January and terminates on 31 December.

7.2. Preparation, Submission and Approval of Annual Report

7.2.1. After the end of a financial year, the Management Board shall prepare the annual accounts and activity report (henceforth "the Annual Report") and submit these to the auditor for audit. The Management Board shall submit the reports for approval to the Supervisory Board not later than four months after the end of the financial year.

7.2.2. The Management Board shall submit approved annual reports to the register of non-profit organisations and foundations within six (6) months after the end of a financial year.

7.3. Special Audit

The Management Board or Supervisory Board of the Foundation, or a member of the Management Board or Supervisory Board or other interested person may request that a court decide on the conduct of a special audit on matters regarding the management or financial status of the Foundation and that an auditor for the special audit be appointed by the court. The court shall decide on the conduct of a special audit only with good reason. Special audits shall be undertaken as prescribed by law.

7.4. Access to Information on Activities of the Foundation

A beneficiary or other person with a legitimate interest may demand information from the Foundation concerning the fulfillment of the objectives of the Foundation as prescribed by law. The Management Board of the Foundation shall inform the public of the activities of the Foundation at least once a year.

8. AMENDMENT OF THE ARTICLES OF ASSOCIATION
8.1. Entitled Persons

8.1.1. The founders may amend the Articles of Association only jointly.

8.1.2. The Articles of Association may be amended by the Supervisory Board if all founders have deceased or dissolved or are unable to achieve agreement on amendment of the Articles of Association, or when the founders have given the respective powers to the Supervisory Board

8.1.3. If the Articles of Association of the Foundation must be amended due to changed circumstances, but the persons entitled to amend the Articles of Association fail to do so, a court may decide on amendment of the Articles of Association at the request of a founder, the Supervisory Board or an interested person.

8.2. Limitations to Amendments

A founder or the Supervisory Board may amend the Articles of Association only in order to take into account changed circumstances in accordance with the objectives of the Foundation.

8.3. Entry of Amendments into Force

The amendment of Articles of Association shall be enter into force as of the entry of the amendment in the register of non-profit organisation and foundations.

9. MERGING, DIVISION AND DISSOLUTION
9.1. Merging and Division

The dissolution, merging and division of the Foundation shall be conducted as prescribed by law.

9.2. Dissolution

9.2.1. The Foundation is dissolved:

(1) by a resolution of the Supervisory Board;
(2) by a resolution of the founders;
(3) if the objectives of the Foundation are achieved;
(4) on another basis prescribed by law.

9.2.2. The dissolution resolution is adopted if all members of the Supervisory Board or all founders vote in favour. The dissolution of the Foundation may be decided only in the cases prescribed in the Articles of Association.

9.3. Compulsory Dissolution

9.3.1. The Foundation is dissolved by a court order at the request of the Minister of Internal Affairs or another interested person if:

(1) the activities of the Foundation do not comply with the requirements prescribed by law or with its objectives set out in the Articles of Association;
(2) the assets of the Foundation are clearly insufficient for the achievement of its objectives, and acquisition of sufficient assets in the immediate future is unlikely;
(3) the Supervisory Board does not adopt a dissolution resolution in the cases prescribed in the Articles of Association, or the Management Board does not submit an application for dissolution prescribed by law;

(4) in other cases prescribed by law.

9.4. Liquidation

9.4.1. The Foundation is liquidated (liquidation proceeding) upon dissolution unless otherwise prescribed by law.

9.4.2. The liquidators of the Foundation are the members of the Management Board unless otherwise resolved by the decision of the Supervisory Board. Upon compulsory dissolution, a court shall appoint the liquidators. Liquidators must be natural persons with active legal capacity. The residence of at least one-half of the liquidators must be in Estonia.

9.4.3. The liquidators have the rights and obligations prescribed by law and the liquidation is conducted as prescribed by law.

9.5. Distribution of Assets

9.5.1. After satisfaction of all claims of creditors and the deposit of money, the remaining assets shall be distributed among the non-profit organisations and other foundations with objectives identical with or similar to those of the Foundation, or used in other public interest for the achievement of objectives of the Foundation prescribed by the Articles of Association and in accordance with the decision of liquidators of the Foundation.

These Articles of Association have been adopted as an annex of the Foundation Resolution on January 20, 1999.