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224490 / wjccApril 15, 2004Page 1

FOUNDATION WITH SUPERVISORY BOARD

Today, the twenty-seventh of August, two thousand and fourthere 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 thefirst of November nineteen hundred and forty-seven, who identified himself witha passport, number NF 8875624 issued in Oegsgeest on the sixteenth of March,two thousand and four, married; and2. Mrs Tatiana Johanna Maria Augustinus working at the office of LeendertFranciscus van Loenhoud at 2211 CD Noordwijkerhout, Herenweg 22, born inLeiden on the thirty-first of December, nineteen hundred and seventy, acting witha written power of attorney in this matter for:Prof Dr

HAKAN @ GÄBEL

currently residing at Olofwijksgatan 4, 412-55Göteborg, in Sweden, born in Göteborg in Sweden on the third of May nineteenhundred and forty, who identified himself with a Swedish passport, number34695788, issued in Sweden on the seventh of January, two thousand and four,marriedThe persons appearing declared that, acting as described above, they wished to setup a foundation under Dutch law by way of this deed and to establish the followingarticles for that foundation:Name and registered officeArticle 11. The foundation shall be entitled

Stichting International Society for OrganDonation 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 andprocurement. The ultimate aim is to increase the supply of high qualityorgans 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 oforgan and tissue transplants, as well as to address all social and ethicalissues concerning organ and tissue donations.The foundation shall strive to promote the practice of and study into organand tissue donation, as well as the use, storage, maintenance and

Page 2optimization of the distribution of organs and tissues for transplantingpurpose.The foundation shall disseminate information concerning improvements inthe field of organ and tissue donation and/or transplants in a specific mannerand shall periodically organize symposiums to enable the exchange ofknowledge and experience;c. possible participants in the foundation shall be those persons who, in thebroadest sense, are active in the field of organ and tissue donation and/ortransplants, as well as those persons who are closely connected with thisfield based on their activities;d. to perform all other actions that are connected to the matters set out aboveor 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.Supporters Article 31. With the exception of the members of the supervisory board, the foundation shallnot have any other individuals beside the board of directors who, whether asmembers or under any other name, can exercise any control or influence overthe 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 admittedas such by the directors.The directors are entitled to terminate the status of supporter by giving writtennotice.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 41. 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. Anyvacancies shall be filled as quickly as possible.3. The president, secretary and treasurer shall be appointed to those positions. Thepositions of secretary and treasurer may be filled by a single person. Theremaining directors may be appointed to the position of president elect or pastpresident.

Page 34. The directors shall be appointed by the supervisory board from a bindingnomination of at least two persons for each vacancy, to be put forward by theboard of directors. The supervisory board may relieve a nomination of its bindingcharacter pursuant to a resolution accepted by a majority of at least two thirds ofthe votes cast, which must constitute more than half the number of votes thatcan be cast in a full meeting of the supervisory board.The supervisory board shall be free to appoint directors if the nomination isrelieved of its binding character and if in addition the supervisory board was notnotified of the nomination before three months had passed after the positionbecame vacant.5. a. The president shall be elected at most twenty-four months and at leasteighteen months prior to the day on which the appointment as presidenttakes effect. The prospective president shall act as a director during the yearprior to that in which the term as president commences. The president shallassume the office on the day on which the appointment as president takeseffect 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 shallnot step down until a successor has been elected and has accepted theposition of director. He will subsequently remain a member of the board ofdirectors as a past president until twelve months have passed since the endof 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 ofdirectors. Any director stepping down in accordance to this schedule mayimmediately be re-appointed, without limit. Directors appointed in the interimshall 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 morethan 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 itspowers.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 theperformance of their duties.