14. TERMINATION, LIQUIDATION AND DISSOLUTION OF THE ASSOCIATION

Termination of the Association shall be possible at any time, provided it is carried out according to Article 15 of the Law #5253 on Associations and the regulatory provisions (Article 89) issued on the basis of the abovementioned article.

Termination shall be decided by the General Assembly. However at least 3/4 of the registered members who are entitled to attend the General Assembly must be present at this meeting. This quorum will not be necessary for the second meeting, however 3/4 of the attending members must vote in favor, if the General Assembly is to decide on the termination of the Association.

a) Liquidation in accordance with the Charter of the Association:

In case of dissolution by decision of the General Assembly or if it is decided that the Association has been terminated by itself, the liquidation procedure of funds, properties and interests shall be carried out as follows.

The transfer of the funds, properties and rights of the Association shall be undertaken by the Liquidation Board, consisting of members of the last Board of Directors. These procedures will start as of the date on which the General Assembly decides the dissolution, or as of the definitive date of the Association’s self-termination. During the period of liquidation, the expression “Association of Research-BasedPharmaceutical Companies in Liquidation” shall be used as the name in all transactions.

The Liquidation Board shall first examine the accounts of the Association. During this examination, the records, receipts, disbursement documents, titles, bank transaction records and other documents will be determined, and the assets and liabilities will be recorded on a protocol. During liquidation, creditors shall be informed and paid by selling of its assets, if any. For accounts receivable, credits will be recovered from the debtors. After the collection of credits and the payment of debts, any remaining funds or property will be transferred to the Turkish Education Foundation.

Upon the completion of the liquidation and transfer procedures of the Association’s funds, property and interests, the Liquidation Board must inform the administrative authority of the area where the Head Office of the Association is located within seven days by a letter attached with the liquidation protocol.

All liquidation activities shall be shown in the liquidation protocol, and completed within three months unless an extension is granted for a plausible reason by the local administrative authorities.

The last Board of Directors, acting as the Liquidation Board, shall be charged with safe-keeping the records and documents of the Association. This obligation may also be entrusted to a board member. These records and documents must be retained for five years.

b) Liquidation by a court decision:

In case the General Assembly has not taken a decision on liquidation or has not convened notwithstanding the Charter which leaves it to the Assembly to decide on the mode of liquidation, or in case the last Board of Directors has not undertaken liquidation despite being notified to do so, or if the Association is dissolved by a court decision, then all the funds, property and interests of the Association shall be transferred by decision of the court to an association in the same province having the most similar objective and the highest number of members as of the date of dissolution of the Association.

In this case, the liquidation of the funds, property and interests of the Association shall be undertaken in accordance with the provisions stipulated in the court decision.Upon completion of the liquidation, the pertinent administrative authority will be duly informed.