Exhibit 1.1




-Translated
from French-





FLAMEL
TECHNOLOGIES





A
joint stock company with a share capital of € 2,968,823


Registered
office located at VENISSIEUX (Rhône) Parc Club du Moulin à Vent


33,
avenue du Docteur Georges Lévy





R.C.S.
LYON B 379.001.530





BY
LAWS





Updated
as of  March 4, 2010








ARTICLE 1 –
FORM





The
Company is a joint stock company governed by applicable laws and regulations and
by these by-laws.





ARTICLE 2 – CORPORATE
NAME





The
corporate name is FLAMEL
TECHNOLOGIES.





All the
decisions and documents of the Company addressed to third parties, including but
not limited to, letters, invoices, announcements and releases must indicate the
name of the Company, immediately preceded or followed by, in legible form, the
words « société
anonyme » or of the initials “S.A.”, the indication of the amount of
the share capital and the SIREN number followed by the mention “R.C.S.”,
followed by the name of the city where is located the court with which the
Company is registered.





ARTICLE 3 – COMPANY
PURPOSE





The
purpose of the Company is, in France or abroad:





- on the
one hand :





-
              design,
      realization of new materials for the chemical industry as well as for
      other industries, specifically in the field of pharmacy, health
      (biomaterials), cars, aerospace, telecommunications, motorists (turbines),
      packing and conditioning (specifically in the field of bio-destruction)
      ;




-
              research
      and development of polymer and ceramic materials corresponding to
      identified needs ;





-
              filing,
      study, acquisition, operation and concession of patents, licenses,
      processes, trademarks and specialized knowledge linked with, or relating
      to, in any way, to the above mentioned technological fields
    ;




-
              production
      and sale of designed materials
;





- on the
other hand:





-
              design,
      development, manufacture, distribution, import, export of drugs,
      pharmaceutical specialities and other health products, as well as the
      exploitation of pharmaceutical specialities, drugs and other health
      products,




-
              and
      generally, all operations, of any kind, economic or legal, financial,
      civil or commercial that can be directly or indirectly linked, on its own
      behalf of on the behalf of third parties, either alone or with third
      parties, with this corporate purpose or with any similar, related or
      complementary purpose, as well as the direct or indirect participation of
      the Company to all activities or industrial operations on any kind, if
      such activities or operation can be directly or indirectly linked to the
      company purpose or to any similar, related or complementary
      purpose.





ARTICLE 4 – REGISTERED
OFFICE





The
registered office is at VENISSIEUX (Rhône) 33, avenue du Docteur G. Lévy - Parc
Club du Moulin à vent.





Notwithstanding
the power granted to the shareholders by law and these by-laws in this respect,
the registered office may be transferred to any other site in the same département or an adjoining
départementupon a
decision of the board of directors, subject to ratification at the subsequent
ordinary general shareholders meeting, or any other locality by virtue of a
decision of an extraordinary general shareholders meeting.





ARTICLE 5 -
DURATION





The
duration of the Company has started to run as of August 10, 1999 and shall
expire on August 9, 2099, except in cases of early dissolution or
extension.





ARTICLE 6 – SHARE
CAPITAL





The share
capital is set at an amount of two million nine hundred and sixty eight thousand
eight hundred and twenty three Euros €2 968 823, divided into 24 342 600
shareseach with a
value of 0.12196 Euros, fully subscribed to and paid up.





ARTICLE 7 – FISCAL
YEAR





Each
fiscal year shall last one year starting January first of each year and ending
on December 31 of the same year.





By
exception, the first fiscal year shall end on December 31, 1991.





ARTICLE 8 - ALLOCATION OF
THE PROFITS





If the
results of the fiscal year, as approved by the general shareholders meeting,
show the existence of a distributable profit, the general shareholders meeting
shall decide to allocate such profit to one or several reserve accounts of which
the general shareholders meeting decides the attribution or use, to carry it
forward or to distribute it.





After
acknowledging the existence of reserves, the general shareholders meeting may
decide the distribution of the amounts taken from the reserves. In this case,
the decision expressly mentions the reserve accounts from which the amounts are
taken. The general shareholders meeting may also grant to each shareholder, an
option between the payment in cash or in shares of all or part of the paid
dividend.





ARTICLE 9 - TYPE OF THE
SHARES





The
shares are registered.





They
shall be registered on an account opened by the Company in the name of the
shareholder under the conditions set forth in applicable law and regulations. An
affidavit of inscription on the account can be granted to the shareholder on
shareholder’s request.





ARTICLE 10 – SALE AND
ASSIGNMENT OF SHARES





Shares
are freely negotiable under the conditions and limitations set forth by
applicable law and regulations.





Any
transfer of shares takes place, as far as both the Company and third parties are
concerned, by way of transfer order signed by the assignor or its representative
and the assignee if the shares have not yet been paid-up. The transfer order is
registered on the day of its receipt on a numbered and initialized register
called "registre des
mouvements" (share transfer ledger).





The
Company may require that the signatures on the transfer orders be certified by a
public officer or a mayor, without prejudice to any legal rules to the
contrary.





Shares
transfer fees are borne by the assignee, except agreement to the contrary
between the parties.





Transfer
orders concerning shares not paid up to amounts due and payable shall be
rejected.





The
Company updates, at least on a six-month basis, the list of shareholders with
the indication of the domicile declared by the shareholders.





Title to
the shares results from their inscription in the name of the holder(s) on the
registers or accounts held to that end by the Company or its
representative.





ARTICLE 11 – RIGHTS AND
DUTIES ATTACHED TO THE SHARES





Each
share gives the right to title in the Company’s assets, a share in profit and in
the liquidation surplus, proportional to the value of the existing
shares.





The same
treatment shall be applied to all the shares that make up or that shall re make
up the share capital, as far as the fiscal expenses are concerned.





As a
consequence, all taxes that, for any reason, due to the repayment of the capital
of these shares, could become due with respect to certain of them only, either
during the life of the Company or upon liquidation thereof, shall be allocated
among all the shares composing the capital at the moment of this repayment or
these repayments, such that all existing or future shares grant to their holder,
for the paid-up but not redeemed amount, the same real benefits and give them
the right to receive the same net proceeds.





Each time
it is necessary to hold several shares to exercise any right, the isolated
shares or shares in an number less than the one required number, shall give no
right to their holders against the Company; the shareholders shall, in this
case, be personally responsible for the gathering of the necessary number of
shares.





ARTICLE 12 – PAYMENT OF THE
SHARE CAPITAL





The
amounts that remain to be paid on the shares to be paid in cash are requested by
the board of directors.





The
shareholders are informed of the amounts requested and of the date when the
corresponding amounts must be paid, either by a newspapers notice inserted
fifteen days in advance in a journal authorized to publish legal notices in the
départmentwhere the
registered office is located, or by registered letter sent to each of the
shareholders within the same time period.





A
shareholder that does not proceed on time with the requested payments on the
shares he holds, shall automatically and without prior notice owe a late payment
interest calculated day by day, as of the date the amount was due, at the legal
rate applicable in commercial matters plus tree points and without prejudice to
enforcement measures set forth by law.





ARTICLE 13 – BOARD OF
DIRECTORS





The
Company is managed by a Board of Directors composed of at least three members
and a maximum of eighteen members.





Subject
to the decisions for which French law requires the physical presence of the
Directors, the Board of Directors may provide for in its internal regulation
that Directors who participate in the board meeting via videoconferencing or
telecommunications means allowing for their identification and guaranteeing
their effective participation in the Board meeting, in accordance with the
provisions of a Conseil
d'Etat decree, are deemed present for calculation of the quorum and the
majority.





During
the term of the Company, the members of the Board of Directors are appointed and
removed, in the conditions provided by applicable laws and
regulations.





Each
member of the Board of Directors must own at least one share during the whole
term of his/her office.





The term
of office of the members of the Board of Directors is one year.  It
expires at the end of the shareholders' meeting called on to rule on the
financial statements for the last financial year.





The
number of Directors being over the age of 70 years may not, at any time, exceed
one third of the total number of Directors in office.





ARTICLE 14 - DELIBERATIONS
OF THE BOARD OF DIRECTORS





Board
Meetings are convened by the Chairman, as frequently as the interests of the
Company so require, either at the registered office, or in any other place
indicated in the convening notice.





The
members of the Board are convened to meetings by any means, even
verbally.





When the
Board of Directors has not met for more than two months, at least one third of
the members of the Board may request the Chairman to convene a meeting for a
defined agenda.




The
Managing Director may also request the Chairman to convene a meeting for a
defined agenda.




The
Chairman is bound by the requests that are addressed to him pursuant to these
last two paragraphs.




For sake
of validity of deliberations, the effective attendance of at least half of the
members in office is required.





Decisions
are made with the majority of members present or duly represented: each member
holds one vote, and each member may only hold one proxy. The Chairman has no
tie-breaking vote.





Deliberations
of the Board are recorded in minutes drawn-up, signed and recorded in accordance
with applicable laws and regulations.





Copies
and excerpts of the minutes for producing in court or elsewhere shall be validly
certified either in accordance with applicable laws and
regulations.





ARTICLE 15 – POWERS OF THE
BOARD OF DIRECTORS





The Board
determines the orientation of the Company's activity and ensures that they are
implemented.  Subject to the powers expressly granted to the
Shareholders Meetings and within the corporate purpose, the Board may address
any issue relating to the good operation of the Company and settles Company
business through its deliberations.





In its
relations to third parties, the Company is bound even by the actions of the
Board of Directors that are unrelated to the corporate purpose, unless it can
prove that the third party knew that the action exceeded the purpose or could
not ignore it under the circumstances, it being excluded that the publication of
the by-laws alone is sufficient to constitute such proof.





The Board
of Directors undertakes the checks and verifications that it considers to be
appropriate.  Each Director receives all the information necessary to
accomplish his mission and has access to all documents that he considers
useful.





ARTICLE 16 – CHAIRMAN OF THE
BOARD OF DIRECTORS





The Board
of Directors elects from amongst its members a Chairman, who must be an
individual.  The Board determines the Chairman's term of office, which
may not exceed his term of office as a Director.





The
Chairman of the Board of Directors represents the Board vis-à-vis shareholders
and third parties.  He organizes and manages the work of the Board and
reports thereon to the meeting of the shareholders.  He oversees the
good operation of the Company bodies, in accordance with applicable laws and
regulations.





The
Chairman of the Board may simultaneously hold offices of managing directors,
member of a Board of Directors, of sole managing director, or member of a
supervisory Board of stock corporations (sociétés anonymes) having their
registered office in the French territory, only to the extent permitted by
applicable laws and regulations





The
Chairman of the Board is re-eligible.  The Board of Directors may
remove him/her at any time.





ARTICLE 17 – GENERAL
MANAGEMENT





The
general management of the Company is carried out, under his responsibility,
either by the Chairman of the Board of Directors or by any other individual
appointed by the Board, whether or not chosen from amongst its members, and
having the title of Managing Director (Directeur
Général).





The Board
of Directors chooses between these two ways of exercising the General Management
by a simple majority vote.  Absent a vote to that effect, general
management is undertaken by the Chairman of the Board of Directors, until a
contrary decision is adopted by the Board of Directors.





When the
general management of the Company is undertaken by the Chairman of the Board of
Directors, the provisions of these by-laws relating to the Managing Director
apply to the Chairman of the Board.





The
Managing Director is appointed for a term of one year, expiring at the end of
the general shareholders' meeting called on to rule on the approval of the
financial statements for the last financial year.





The
Managing Director has the most extensive powers to act under all circumstances
in the name of the Company.  He exercises these powers within the
limit of the corporate purpose and subject to the powers expressly granted by
law to Board and Shareholder meetings.





He
represents the Company in its relations with third parties.  The
Company is even bound by the actions of the Managing Director that are not
within the scope of the corporate purpose, unless it can prove that the third
party knew that the action exceeded this purpose or could not ignore this fact
under the circumstances, it being excluded that the publication of the by-laws
alone is sufficient to constitute such proof.





The
provisions of these by-laws and the decisions of the Board of Directors limiting
the powers of the Managing Director may not be invoked against third
parties.


Upon a
proposal by the Managing Director, the Board of Directors may appoint one or
several individuals with the title of Executive Managing Director, responsible
for assisting the Managing Director.  The Board of Directors may not
appoint more than five Executive Managing Directors.





Executive
Managing Directors have the same powers as the Managing Director in respect of
third parties.  With the Managing Director's approval, the Board of
Directors determines the extent and duration of the powers assigned to the
Executive Managing Directors.





The Board
of Directors may remove the Managing Director at any time.  The
Executive Managing Directors may also be removed, upon a proposal of the
Managing Director.  If the removal is without just cause, it may give
rise to damages, unless the Managing Director also assumes the functions of the
Chairman of the Board of Directors.





Whenever
the Managing Director ceases to carry or is prevented from carrying out his
duties, the Executive Managing Directors retain their duties and attributions,
subject to a contrary decision by the Board, until a new Managing Director is
appointed.


An
individual may not hold more than one office of Managing Director of stock
corporations (sociétés anonymes) having their registered office on the French
territory.





The
remuneration of the Chairman, and that of the Managing Director and Executive
Managing Directors, is determined by the Board of Directors; it may be fixed or
proportional or both.





ARTICLE 18 – STATUTORY
AUDITORS





The
control of the Company's financial statements is carried out by one or several
statutory auditors, appointed and exercising their duties, in the conditions
provided by law.





The
statutory auditor(s) may be assisted with one or several controllers appointed
by the Board of Directors and chosen either from amongst its members, or from
outside them.  The controllers may be invited by the Chairman to
attend to meetings of the Board of Directors.  In this case, they have
a consultative vote.





ARTICLE 19 – GENERAL
MEETINGS OF SHAREHOLDERS





Shareholders'
meetings are called in the conditions provided by applicable laws and
regulations.





Meetings
take place at the registered office or at any other place indicated in the
calling notice.





The right
to participate in shareholders' meetings is subject to:





-
              the
      registration of the shareholder in the Company's share accounts for owners
      of registered shares,




-
              the
      deposit, at the place indicated in the calling notice, of a certificate of
      account registration issued by the bank, the financial establishment or
      the stockbroker, depositary of the shares, as the case may be, for the
      owners of bearer shares.





The time
period during which these formalities must be completed expires a day before the
date of the meeting.





General
meetings of shareholders are chaired by the Chairman of the Board of Directors,
or, in his/her absence, by a director specially delegated to this end by the
Board, failing which the shareholders' meeting elects its chairman.





The
duties of scrutineers are fulfilled by two members of the meeting present and
accepting, who hold the higher number of shares.





The
meeting officials appoint the secretary of the meeting, who may choose from
outside the shareholders.





An
attendance sheet is drawn up in the conditions provided by applicable laws and
regulations.





Are
deemed to be present for purposes of calculating the quorum and majority, the
shareholders who participate in the meeting by videoconference or by means of
telecommunication, the nature and conditions of which are
determined  by a Decree issued by theConseil d'Etat
..





The
copies and excerpts of the minutes of the shareholders' meeting are validly
certified in accordance with the conditions provided by applicable laws and
regulations.





ARTICLE 20 – POWERS AND
RESOLUTIONS OF THE SHAREHOLDERS' MEETINGS





The
ordinary and extraordinary shareholders' meetings, ruling under the conditions
of quorum and majority prescribed by provisions respectively governing them,
exercise the powers granted to them by applicable laws and
regulations.





ARTICLE 21 - DISSOLUTION -
LIQUIDATION





Upon
expiration of the term of the Company or in the event of earlier dissolution,
the shareholders' meeting determines the method of liquidation and appoints one
or several liquidators, of whom it determines their powers, and who exercise
their duties in accordance with applicable laws and regulations.





ARTICLE 22 -
DISPUTES





Any
dispute that may arise during the existence or liquidation of the Company,
either between the shareholders or between the Company and the shareholders,
regarding the interpretation or the enforceability of these by-laws or
regarding, generally, any corporate matter, will be submitted to the relevant
courts having jurisdiction where the registered office is located.





To that
effect, in the event of a dispute, every shareholder must elect domicile in a
place where the courts have jurisdiction over the registered office and all
summons or services of process are validly delivered to this
domicile.





CERTIFIED
TRUE COPY