The name of the corporation is Oligonucleotide Therapeutics Society, Inc., herein after referred to as the "Society". These By-laws constitute the code of rules for the regulation and management of the Society’s affairs. These By-laws, the powers of the Society and of its members and Directors and officers, shall be subject to the Articles of Organization, as in effect from time to time.

The Society was incorporated in Massachusetts on December 13, 2002. The principal office of the Society in The Commonwealth of Massachusetts shall initially be located at the place set forth in the Articles of Organization.

The Society is organized and shall be operated exclusively to promote and represent the common business interests, and to improve business and professional conditions, of persons who are employed in the field of oligonucleotide therapeutics. In particular, this corporation shall organize, sponsor and conduct educational programs, disseminate information and pursue the promotion and advancement of scientific knowledge in the area of oligonucleotide therapeutics. The Society will initiate, sponsor and/or participate in conferences and other programs and activities relating to oligonucleotide therapeutics, prepare and/or disseminate information and publications relating to these areas.

a. To provide means for the dissemination of knowledge dealing
with current research.

b. To coordinate and sponsor meetings and to promote publications.

c. To act as a mediator for communication, cooperation and
understanding between scientists of all nationalities.

d. To provide information about and to stimulate interest in the
above-mentioned areas among persons of all nationalities.

e. To encourage the study of the above-mentioned areas in
institutions of higher education and to improve the quality
of teaching of these topics.

f. To encourage national and international collaborations on
research and applications among academic, industrial,
governmental and privateinstitutional organizations.

Except for the election of the Directors as set forth in Article V, any action or vote permitted to be taken by members pursuant to Massachusetts General Laws, Chapter 180 shall be taken by action or vote of the same percentage of the Directors of the Society.

Until the first Bi-Annual Election Date, there shall be 15 Directors and they shall be those persons named as Directors in the Articles of Organization or elected thereafter as set forth in Article III, Section 8.
After the first Bi-Annual Election Date and thereafter, except as otherwise provided in these By-laws, there shall be 17 Directors on the Board and 15 of the Directors shall be elected by the members bi-annually as set forth in Article V. The other two Directors are the Immediate Past President and the Immediate Past Treasurer, who shall serve as Directors ex officio. The Directors shall determine, from time to time, the number of members on the Board.

The Board shall consist of the following persons after the first Bi-Annual Election Date:

7 Directors who shall also serve in the following offices:

• The President

• The Secretary

• The Treasurer

• Two Vice-Presidents

• The Immediate Past President

• The Immediate Past Treasurer

• Up to 10 additional individuals will serve on the Board of Directors.

The Nominations Committee shall nominate at least two members of the Society for each Board position up for election. Members of the Society in good standing may also nominate any member in good standing for a Board position by notifying the Secretary in writing. Such write-in nomination must be seconded in writing by a member of the Society in good standing (who may or may not be a member of the Nominations Committee). All candidates for nomination recommended by the Nominations Committee must be approved by the Directors before they are put forward for election. All nominations, including those submitted by a member, must be made at least 90 days prior to the bi-annual election date, which shall occur in connection with the Bi-Annual Conference (as defined below), commencing on April, 2004 (the "Bi-Annual Election Date") and submitted to the Secretary. The Secretary shall determine if the nominated person is a member in good standing and willing to serve in such position before placing the name on the ballot. The Secretary shall then prepare a ballot with the names of the candidates for the Board, listed alphabetically by surname, and distribute the ballots to the members eligible to vote at least 60 days, but no more than 90 days, before a Bi-Annual Election Date. The close of business on the day next preceding the day on which the Secretary commences distributing such ballots shall be the record date for determining the members having the right to vote for the Directors. Completed ballots must be received by the Secretary prior to the date specified in such ballots. The candidate receiving the largest number of votes shall be declared elected. In the event of a tie, the Board will make the final decision. The announcement of the list of successful candidates will be sent out in writing or made at the Bi-Annual Conferences.

Other than the initial Directors, each Director shall commence holding office on the first of January occurring after the Bi-Annual Election Date on which such Director was elected. Each Director shall hold office for two years until the first of January occurring after the next Bi-Annual Election Date and shall serve in accordance with the By-laws, until his respective successor is chosen and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. Each Director is eligible for reelection for successive terms.

Any Director may resign at any time by delivering his resignation in writing to the President, the Secretary, or to the Society at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time.

A Director may be removed with or without cause by the vote of two-thirds of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the Board proposing to remove him.

The Board shall meet regularly and at least once every a year, as called by the President. A regular meeting of the Board will be held during a Bi-Annual Conference (as defined below) of the Society. Special meetings of the Board may be held at the request of the President, or by the written request of two of the Directors, at any time and at any place.

Notice of the time and place for all meetings of the Board shall be given to each Director at least two months by the Secretary before that meeting takes place unless the President or a majority of the Directors agree to hold a meeting within a shorter period of notice. The purpose of the special meetings of the Board will be announced to the Directors at least two months before the meeting will take place. Any Director wishing to place an item on the agenda shall notify the President in writing at least forty-five days prior to the meeting. The Secretary shall mail a preliminary agenda for the meeting of the Board to the Board at least one month prior to the meeting. The Treasurer shall present an accounting during these meetings of funds received and expended.

A majority of the Directors shall constitute a quorum at any meeting of the Board for the transaction of business, and the act of a majority of the Board present at any meeting at which there is a quorum shall be an act of the Board, except as may be otherwise specifically provided by law, the Articles of Organization or by these By-laws.

Directors may participate in any meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating at the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

Any action required to be taken or permitted to be taken by the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the Directors then in office. Such consent shall have the same force and effect as a unanimous vote of the Board at a meeting of the Board.

(a) amend the By-laws of the Society;

(b) amend the Articles of Organization of the Society;

(c) authorize the sale, lease, exchange, or mortgage of all or
substantially all of the property andassets of the Society
or adopt a plan for the distribution of the assets of the Society;

(d) authorize the merger of the Society with or into any other entity;

(e) amend, alter, or repeal any prior action or resolution of the Board; and

(e) effect a dissolution of the Society.