Directory n.4336 Collection n. 2625
	CONSTITUTIVE ACT
	ITALIAN REPUBLIC
	The year two thousand twelve the twenty-ninth day of November
	in Rome and in my studio.
	29 November 2012
	Before me doctorMATILDE COVONE notary in Rome with
	study in Via Ravenna n. 15, registered in the Role of the Districts
	United Notaries of Rome, Velletri and Civitavecchia,
	IS PRESENT
	- THE LICATA PAOLA, born in Palermo on 31 July 1969 and domici-
	liata in Rome, Via del Fontanile Arenato 86, and for the purposes of
	present deed at Hogan Lovells Law firm, Piazza Ve-
	nezia n. 11, Rome, which intervenes in the present deed not
	on his own but in the name and on behalf of a special prosecutor
	of society "AEGERION PHARMACEUTICALS Inc.", with registered office-
	le in 2711 Centerville Road, Suite 400, Wilmington, County of
	New Castle, Delaware (United States of America), a company of-
	American law, incorporated in the United States of America in
	date February 4, 2005, Share Capital in US dollars
	Variable, registered with the Section of the Companies at the-
	State of Delaware (United States of America) al
	n. 3922075, Italian fiscal code 97601850155, right-
	special care given by Ms. Anne Marie Cook born in
	Boston (Massachusetts - United States of America), October 13th

	1961 and residing at 78, Walnut Street, Braintree, MA 02184
	(United States of America), as legal representative of
	company, and authenticated by the Public Notary of the State of
	Massachusetts (United States of America), Kelley M. Harris in
	dated 16 November 2012, power of attorney which, drawn up and signed
	both in English and in Italian and regularly
	equipped with Apostille on 19 November 2012 n.1635940 of
	State Secretary of the State of Massachusetts (United States-
	of America), William Francis Galvin is attached to the original
	to the present act under the letter "TO"while attaching below
	the letter "B"sworn statement of asseveration
	of the translation related to the notarial authentication affixed in
	lime to the same proxy, of the stamp placed at the bottom of the
	quoted authentic and of the Apostille of which it is equipped,
	minutes from me Notary received today in the repertoire n.
	Of the personal identity of the constituted, Italian citizen,
	I, the Notary, am certain.
	ARTICLE 1
	A limited liability company is incorporated-
	under the name:
	"AEGERION PHARMACEUTICALS SRL." .
	ARTICLE 2
	The company's headquarters is in Turin.
	For the sole purpose of registering the deed of incorporation in the Regi-
	of companies, the appearing party declares that the current in-

	address of the company is set in Via San Francesco d'Assisi
	n. 22.
	The Administrative Body has the right to change the address
	of the company within the same Municipality by means of-
	simple communication to the Business Register; it is up to
	the shareholders decide to establish secondary offices, or the
	transfer of the office to a Municipality other than the one above
	indicated.
	The company is contracted for an indefinite period.
	Members have the right of withdrawal pursuant to the article
	2473 second paragraph of the civil code.
	ARTICLE 3
	The share capital is set at € 10,000.00 (ten thousand
	comma zero zero) and is fully assumed and subscribed to
	money from the company "AEGERION PHARMACEUTICALS Inc.",
	which as represented states that the same has been integrated-
	and paid as shown in the receipt issued by
	Bank "Cassa di Risparmio di Ferrara SpA." Rome office on
	November 27, 2012 presented to me and
	which will be presented in copy at the time of registration of the pre-acts
	in the Business Register.
	The Administrative Body is delegated to withdraw the percentage
	of share capital deposited in the Bank, releasing the receipt
	with exemption for the Bank from each liability.
	ARTICLE 4

	The company is managed, alternatively, at the choice of the
	Partners there in the appointment:
	a) by a single administrator;
	b) by a board of directors composed of 2 (two) or
	more members, according to the number determined by the members at the time
	of the appointment;
	c) by two or more directors with joint powers or-
	disjoint.
	Directors may also be appointed as non-shareholders and, assuming
	the possibility of appointing directors in violation of
	Article 2382 of the Civil Code, the same will cease automatically-
	technically from office.
	The Administrative Body remains in office until revocation or resignation-
	or for the period established at the time of appointment.
	The administration of the company is entrusted to a board of
	Administration.
	The first Board of Directors is composed of-
	the gentlemen nominated:
	-  MAXIMUM BORIERO , born in Turin on 10 September 1961, resident-
	tooth in S.Terenzo di Ierici (SP), Via XX Settembre n. 41 e
	domiciled for the purposes of this deed in Turin, Via San
	Francis of Assisi n. 22, tax code BRR MSM 61P10 L219Q,
	Italian citizen;
	- BOURSIER JEAN-YVES PHILIPPE , born in Cannes (France) on the 9th
	April 1959, residing in Besancon (France), 5 / A, Rue Char-

	les Krug, domiciled for the purposes of the present act in Turin,
	Via San Francesco d'Assisi n. 22, Italian fiscal code BRS
	JYV 59D09 Z110E, French citizen;
	- COOK ANNE MARIE, born in Boston (Massachusetts - United States
	of America) on October 13, 1961, domiciled in Braintree, MA
	02184 (United States of America), 78, Walnut Street, domiciled
	for the purposes of this deed in Turin, Via San Francesco d'As-
	sisi n. 22, Italian tax code CKO NMR 61R53 Z404X, cit-
	American tadina;
	-  FITZPATRICK MARK JOSEPH , born in Hoyoke (Massachusetts          -
	United States of America) 1 October 1962, domiciled in
	Newton, MA 02461 (United States of America), 48, Harrison
	Street, domiciled for the purposes of this deed in Turin, Via
	Saint Francis of Assisi n. 22, Italian tax code FTZ MKJ
	62R01 Z404Q, American citizen.
	By way of derogation from the provisions of the articles of association-
	the Chairman of the Board of Directors, Mr. Boriero Massimo
	which President is the represenative
	of the company and has the powers established by the Articles of Association
	The Administrative Body thus appointed has the widest powers
	for the ordinary and extraordinary management of the company, with
	authority to carry out all the deeds that it deems necessary and / or
	appropriate for implementing and achieving the social purpose
	excluding only those that the law and the rules of

	functioning are reserved to the members' decision.
	ARTICLE 5
	The financial year ends on the 31st (thirty-first) December of each
	year.
	The first financial year will close on 31 (thirty-one) of-
	December 2013 (two thousand and thirteen).
	The Administrative Body in accordance with the law and the
	provisions of these operating rules, provides
	for the preparation of the financial statements, composed and accompanied by the regulations
	of article 2423 of the civil code, to be submitted to the ap-
	trial of the shareholders' meeting.
	All members have the right to examine the financial statements-
	each business year.
	The net profits resulting from the financial statements will thus be repaid-
	Be broken down as follows:
	a) 5% (five percent) to the reserve fund, within the limits
	of article 2430 of the civil code;
	b) the remaining part to the shareholders in proportion each shareholder possesses,
	unless otherwise decided by
	the Assembly within the limits permitted by law.
	ARTICLE 6
	The company is governed by this deed and by the articles of association which,
	composed of 29 (twenty-nine) articles, here below is
	Given in full:
	"STATUT O"

	OF A LIMITED LIABILITY COMPANY
	Article 1 - A limited liability company is established-
	under the name:
	"AEGERION PHARMACEUTICALS SRL.".
	Article 2 - The company headquarters is located in the Municipality of
	Turin.
	It may set up branches, branches, agencies and deposits.
	The Administrative Body may transfer the registered office to-
	the area of the Municipality indicated above; it is up to the members
	to establish secondary offices or the transfer
	of the office in a Municipality other than the one indicated above.
	Article 3 - The company is contracted for an indefinite period.
	Members have the right of withdrawal pursuant to the article
	2473 second paragraph of the civil code.
	Article 4 - The company has as its object, within the limits of the law and
	subject to possession of any authorizations
	prescribed by current legislation:
	- marketing, distribution, promotion-
	port-export of medicines and pharmaceutical products, including-
	yes, active ingredients and intermediate products, medical devices,
	vaccines, serums, chemicals and any other product
	similar. The company may also carry out and / or sponsor-
	and / or finance any kind of experimentation or study
	clinical (including observational studies) in Italy or
	abroad in relation to the products mentioned above.

	To achieve social goals and, therefore,
	With a purely functional character and, therefore, absolutely
	not prevalent and without addressing the public and, in any case in the
	compliance with laws n. 1/1991, n. 197/1991 and of the D. Law n.
	385/93, the company will be able to carry out all transactions-
	industrial, financial, both securities and real estate-
	useful or necessary for the achievement of the object-
	as well as to take on interests and shareholdings, too
	shares, in other companies, companies or institutions, both Italian and-
	foreign, having purposes similar or similar to their own; in the respect-
	of the aforementioned limits, the company may also contract
	loans and mortgages of any amount at Banks, Institutes
	of public and private credit and to provide bank guarantees, available-
	mortgages and other guarantees in general, also in favor of
	Third parties.
	Article 5 - The share capital is equal to Euro 10,000.00
	(ten thousand point zero zero).
	The company will be able to increase capital both through new ones
	contributions both through the transfer of reserves to capital.
	The capital increase through new contributions may -
	occur through contributions in cash, of assets in kind, of
	credits or any other asset item-
	economic evaluation according to the decisions that will be made
	adopted by the shareholders at the time of the increase resolution.
	The conferment can also take place through the service

	an insurance policy or a bank guarantee-
	with which they are guaranteed, for their entire value
	assigned, the obligations assumed by the shareholder concerning the subject
	the provision of work or services to the company.
	Article 6 - The domicile of the shareholders, for all relations with
	the company, is that resulting at the time of registration
	of the company in the business register and / or at the moment
	of the registration in the business register -
	of the participation and / or if different, the one communicated
	subsequently to the company by the shareholder.
	Membership fees are freely transferable between members.
	In the case of transfer of the quota to third parties not living
	shareholders, even free of charge, consent will be required-
	of non-assigning shareholders.
	In the absence of the prior consent of the non-assigning shareholders, the
	shareholder who intends to sell, in whole or in part, by deed between
	live your quota, communicate your decision to
	all other members, by registered letter with acknowledgment-
	return invoice sent to the resulting address at the
	Business Register, indicating the requested price or the
	quota value and payment methods.
	Within the period of forfeiture of 30 (thirty) days from such
	news, the other members can exercise the right of pre-
	action in proportion to the shares held and, always through
	by registered letter with acknowledgment of receipt, communicate

	their decision to the shareholder who intends to sell.
	If any of the shareholders does not intend to exercise the right to
	preemption, this right can be exercised pro-quota
	by the other shareholders in the lapse of time in the following 15
	(fifteen) days, by registered letter with acknowledgment-
	return to be sent to the shareholder who intends to sell.
	The lack of such communication in the terms indicated -
	applies to renouncing to exercise the right itself.
	In the event of non-compliance with the rules established by this letter
	article, the alienation will have no effect on society.
	Article 7 - Payments on fees are required by the-
	Administrative staff in the terms and in the ways it considers
	convenient and in accordance with the provisions of article 2466 of
	Civil Code.
	Article 8 - The company can acquire from the shareholders, subject to prior agreement-
	individual sense of the same and also not in proportion
	to the respective participation quotas, payments into account
	capital or non-repayable without repayment obligation or
	stipulate with the partners, on the basis of personalized negotiations-
	you, loans with repayment obligation, which are assumed
	non-interest bearing, unless otherwise determined resulting from the deed
	written.          All within the limits and with the foreseen methods e
	time allowed by law and regulation
	current time.
	Article 9 - Members' decisions can be taken

	by resolution of the shareholders' meeting pursuant to art.
	2479-bis of the Civil Code or through written consultation.
	The decisions of the partners must in any case be adopted-
	through a shareholders' resolution pursuant to art. 2479-bis
	cc with reference to the matters referred to in nos. 4 and 5 of the-
	Article. 2479 of the Italian Civil Code or when one or more
	administrators or a number of members representing at least one
	third of the share capital.
	In the latter case, the request to operate by means of resolutions-
	Shareholders' Meeting may be exercised only until the-
	decision has not been perfected, like the-
	following statements.
	In the case of written consultation, the communication to the-
	the shareholders' consent to the decision can also be made
	by fax.
	Non-meeting decisions are taken with a favorable vote-
	the members who represent more than half of the capital-
	In the event that the decision is adopted through consultation-
	written statement, the written text of the same, from which-
	The related topic is clearly understood and prepared by
	one or more directors or by many shareholders who represent
	at least one third of the capital. It is subjected to-
	each member, with communication by registered letter or
	telegram sent to members in the address shown in the book

	of the members.
	The communication will also be considered carried out where the
	text of the decision is dated and signed for taking -
	commission from the requested member.
	The requested member, if he considers it, gives his consent
	in writing, signing the prepared text or others-
	approving it in writing, as long as it is clear
	consent to the decision.
	The decision is validly validated when all the members
	have been questioned and have expressed and communicated to
	company its consent to the decision proposed by many
	members who represent more than half of the share capital
	within thirty days of sending the last communication.
	The members' decision must be promptly recorded on the
	book of minutes of shareholders' meetings by one or
	multiple directors or persons expressly delegated to the-
	I watch from the same members.
	Article 10 - The duly constituted assembly represents
	all shareholders and its resolutions, taken in accordance with the-
	the law and the current statute, are binding on all shareholders-
	absent and the dissenters.
	The meeting can be convened, even outside of the-
	legal location of the company, both in Italy and in any country
	of the European Union or in the United States of America, with the-
	the exception the extraordinary assemblies must take
	place in Italy before a notary.

	Article 11 - The meeting is convened by the -
	Administrative Body, in the cases provided for by the law and when the
	Administrative Body deems it appropriate, or by many members who-
	present at least one third of the share capital, with notice
	sent to members at least 5 (five) days off before
	meeting, containing the indication of the day, time and
	place of the meeting, as well as the indication of the topics
	on the agenda.
	The notice can be sent by registered mail, telegram,
	telex, fax or e-mail, or in any way suitable to
	ensure timely information on the topics to be
	treat, at the address or numbers indicated in the Register-
	taken.
	The assembly will be validly constituted even if it does not convene-
	in accordance with the previous provisions, provided that the
	the related resolution participates in the entire share capital e
	the majority of the Administrative Body and the Board of Directors-
	control (if any) are present or informed of the-
	nion and its object and no one is opposed to the discussion
	of the items on the agenda.
	Article 12 - All those involved can attend the meeting
	who are registered with the Companies register.
	Any shareholder who has the right to attend the meeting can
	to be represented in the same by another person, even not

	partner, provided he is not in a condition of incompatibility
	provided for by the provisions in this regard contained in the-
	Civil Code, by written proxy and the related document-
	is kept in accordance with the article
	2478, first paragraph, number 2) of the Civil Code.
	Article 13 - The assembly is regularly constituted with the
	presence of many members who represent more than half of the
	share capital and resolves by absolute majority and, in the-
	foreseen cases by the nos. 4) and 5) of the second paragraph of the article
	2479 of the civil code, with the favorable vote of the shareholders who
	they represent more than half of the share capital.
	They remain, however, without prejudice to other provisions of the law or
	present statute that, for particular decisions, require
	specific majorities.
	Article 14 - The meeting is chaired, depending on the system
	of administration chosen, by the Sole Administrator or by
	Chairman of the Board of Directors or of the amine-
	designated by those present.
	The President is assisted by a Secretary appointed in the
	same way, except in the case where the report is drafted by
	a Notary.
	The Chairman of the meeting verifies the regularity of the-
	establishment, ascertains the identity and legitimacy of the pre-
	listen, adjust its progress and verify the results of
	voting.

	The report must be transcribed, without delay, in the minute
	book of the shareholders' meetings.
	The members' assembly can also take place in several places, audio
	and / or related videos, and under the following conditions,
	which must be acknowledged in the relative minutes:
	- that the president and the president are present in the same place
	meeting secretary who will provide training e
	signing of the minutes;
	- which is permitted to the Chairman of the Shareholders' Meeting-
	re the identity and legitimacy of the participants, to regulate
	the conduct of the meeting, ascertaining and proclaiming the -
	voting results;
	- that the verbalizing subject is allowed to perceive
	adequately the assembly events subject to minutes-
	tion;
	- that attendees are allowed to participate in the-
	discussion and simultaneous voting on the topics on the
	agenda, as well as viewing, receiving or transmitting-
	documents;
	- that the places of call are indicated in the call notice-
	audio and / or videos connected by the company, in which the
	participants may consider the meeting carried out
	in the place where the President will be present
	or the President and the Secretary will be present.
	In all connected audio and / or video locations where it is held

	the meeting must have an attendance sheet prepared.
	Article 15 - The company is managed alternatively, a
	choice of the members who provide for the appointment:
	1) by a Sole Director;
	2) by a board of directors composed of 2 (two) or
	more members according to the number determined by the members at the time
	of the appointment;
	3) by two or more directors with joint powers or
	disjoint.
	Directors may also be appointed as non-shareholders.
	They cannot be appointed as directors and
	if appointed, those who are in office lapse from office
	conditions provided for in Article 2382 of the Civil Code.
	The Administrative Body remains in office until revocation or resignation-
	or for the more limited time that will be established by the
	shareholders at the time of appointment and may be re-elected.
	The shareholders' meeting may decide the attribution of compensation
	of the Administrative Body, determining the amount.
	Article 16 - The Administrative Body has the widest powers
	for the ordinary and extraordinary management of the company, with
	faculty to carry out all the deeds that it deems necessary and / or
	appropriate for implementing and achieving the social purpose,
	excluding only those that the law or the present
	statute reserve to the members' decision.
	Article 17 - The Board of Directors, in the first

	session following the meeting that made the appointment
	and if the assembly itself has not done so, it elects
	among its members the President.
	If during the financial year one or more com-
	the other directors shall replace them
	with a specific resolution, as long as the majority is always
	constituted by directors appointed by the shareholders' meeting. The-
	ministers appointed in this way remain in office until-
	sima assembly or shareholders' decision.
	When for any reason the majority of-
	the directors shall be deemed to have lapsed the entire Board of
	Administration and the meeting must be called urgently
	for the complete reconstitution of it.
	Article 18 - The decisions of the Board of Directors
	they can be adopted by a collegiate method or through
	written consultation.
	In the case of a collective decision, the Board meets
	at the registered office or at any other place, both in
	Italy or in the countries of the European Union or in the United States
	of America, whenever the President deems it appropriate
	or when a written request is made by the majority-
	of the directors in office.
	The Board of Directors is convened by means of-
	sent to the address of each director and of each-
	member of the Control Body (if any) at least

	five days before the meeting; in cases of urgency the
	term of call is reduced to one day.
	The notice can be sent by registered mail, telegram,
	telex, fax or e-mail, or in any way suitable to
	ensure timely information on the topics to be
	to deal.
	Article 19 - Board meetings are chaired by
	Chairman or, in the event of his absence or impediment, the
	The Council appoints the President from among those present
	of the meeting.
	For the Council resolutions to be valid it is necessary-
	the have present the majority of the directors in charge
	Resolutions are passed by an absolute majority of those present-
	The resolutions of the Board of Directors must be established
	from minutes drawn up by the President of the Council of -
	Administration and the secretary.
	The meetings of the Board of Directors can be held verbally-
	Or also offered in audio-conferencing and / or videoconferencing-
	following conditions that will be noted in the related minutes:
	a) that the president and the president are present in the same place
	meeting secretary who will provide training e
	signing of the report, since the meeting must be considered as completed-
	in that place;

	b) that the chairman of the meeting be allowed-
	to verify the identity of the participants, to regulate the progress
	of the meeting, ascertain and proclaim the results of the-
	voting;
	c) that the verbalizing subject is allowed to perceive
	adequately the events of the meeting subject to verbalization-
	organization;
	d) that attendees are allowed to participate in the
	discussion and simultaneous voting on the topics on the-
	agenda, as well as viewing, receiving or transmitting-
	documents.
	Article 20 - The Board of Directors, subject to the
	powers that cannot be delegated pursuant to the law, can delegate their own attributions-
	powers to the President or to his other members-
	by determining the limits of the delegation and fixing-
	any fees.
	The Board of Directors may also appoint, among
	its members, an Executive Committee delegating to it its-
	own powers, all within the limits set by -
	Article 2381 of the Civil Code.
	Article 21 - The Administrative Body may appoint directors
	technical and administrative, as well as special attorneys for
	individual acts or categories of acts, setting them if necessary
	the fees.
	Article 22 - Social signature and legal representation

	of the company are entitled, before third parties and in court,
	depending on the type of administration chosen:
	1) to the Sole Director;
	2) to the Chairman of the Board of Directors;
	3) to each of the administrators in the case of administration-
	separate or jointly in the case of administrative-
	joint pluralism.
	Article 23 - The member has the right of withdrawal in the cases provided for
	by law.
	For the identification of the cases in which the members
	Recognize the right of withdrawal, for the determination of the related
	mode of operation, for the setting of terms and for
	all else pertaining to it including the criteria for the
	determination of the value of the share of the resigned shareholder and
	the related liquidation procedure is expressed-
	reference to the provisions contained in the Civil Code
	and, in particular, to articles 2473 and 2437 bis of the Italian Civil Code.
	The right of withdrawal can be exercised only with references-
	to the entire quota held by the withdrawing shareholder.
	Article 24 - The financial year closes on 31 December of
	every year.
	The Administrative Body in accordance with the law and the laws-
	provisions of these operating rules, provides
	fora the preparation of the financial statements, composed and accompanied by the regulations
	of article 2423 of the civil code, to be submitted to the

	approval of the shareholders' meeting.
	All members have the right to examine the financial statements-
	of each business year.
	Article 25 - The net profits shown in the financial statements-
	no so distributed:
	a) 5% (five percent) to the reserve fund, within the limits
	of article 2430 of the civil code;
	b) the remaining part to the shareholders in proportion to the shareholding-
	by each possessed, unless otherwise decided by -
	the Assembly within the limits permitted by law.
	Article 26 - In the cases provided for by law or if the shareholders
	they deem it appropriate the management of the company will be-
	controlled by a control body that, upon decision of the shareholders
	may be constituted by a single effective member having
	legal requirements or by a Board of Statutory Auditors.
	The Board of Statutory Auditors will be composed of three standing auditors
	and two substitutes (all registered in the register of auditors
	accounting offices set up by the Ministry of Justice-
	mined by decision of the shareholders who also provide for the-
	signing of the President and determination of the remuneration
	due to the statutory auditors.
	The auditors remain in office for three financial years, up to-
	the meeting called to approve the financial statements
	of the last financial year of the three-year period in relation to which they are
	been appointed.

	The control body, be it monocratic or collegial, and-
	also carries out the statutory audit.
	In the event of the appointment of a control body, including monocrats-
	the provisions on the Board of Statutory Auditors set forth-
	for joint stock companies apply.
	Article 27 - Coming in at any time and for any-
	reason the company wants to be dissolved, the shareholders' meeting determines-
	the methods of liquidation and appoints one or more liquidators-
	And employers and sets their powers.
	Article 28 - All disputes arising between shareholders or-
	among the shareholders and the company have the objection rights
	available in relation to the social relationship (except
	of those in which the law requires the obligatory intervention-
	Public Prosecutor's Office) are assigned to a college
	three-member arbitrator to be appointed,
	at the request of the most diligent party, by the president of the Tri-
	court in which the company is based. The arbitration panel-
	will establish its determination according to the law in a viable way-
	by observing, for the purposes of its own competence and the procedure-
	the mandatory rules of the code of civil procedure
	and special laws on the subject.
	Seat of the arbitration will be in the Municipality where the company is based.
	Article 29 - For everything not foreseen in the present schedule-
	all the parties refer to the provisions of the law which-
	regulate them.

	ARTICLE 7
	The expenses of this deed and its costs are to be paid
	by the company in amount approximately Euro
	3500.00 (three thousand five hundred point zero zero)
	Of the present deed partly written with electronic systems by
	trusted person and partly written by my hand on
	six sheets for twenty-three facades I read to the appearing
	Party and he approves it.
	Signed at 13.00 (thirteen).
	SIGNED. PAOLA THE LICATA
	MATILDE COVONE Notary - seal

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