Exhibit 1
                                                                    to Form 20-F

                  ARTICLES OF ASSOCIATION OF LION BIOSCIENCE AG
                  ---------------------------------------------

                            (as of February 2, 2002)

                                      SS. 1
                   COMPANY NAME, REGISTERED PLACE, FISCAL YEAR

1) The business name of the company is LION bioscience Aktiengesellschaft.

2) The company's registered place of business is Heidelberg.

3) The fiscal year begins on April 1 and ends on March 31 of the following year.

                                      SS. 2
                              OBJECT OF THE COMPANY

1) The object of the company is the analysis and interpretation of genetic
information and functions in the area of biotechnology as well as its
applications.

2) The object of the company is further the development, manufacture, marketing
and implementation, as well as the trade in information technology products,
systems and processes in the area of biotechnology and the provision of services
in this area, in addition to consulting services in the area of biotechnology of
the life sciences as well as scientific information and documentation.

3) The company is authorized to support all businesses and take all necessary
measures in order to directly or indirectly fulfill these objectives. It may
establish branches within or outside Germany for these purposes, and to form all
other companies or other businesses of a similar or different nature, acquire or
invest in such companies and manage its business operations or limit itself to
managing its investment in these companies. It can partially or completely
transfer its operations to its affiliated companies.

                                      SS. 3

                                  ANNOUNCEMENTS

The company shall publish its announcements exclusively in the Federal Gazette.

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                                      SS. 4
             SIZE AND DIVISION OF SHARE CAPITAL, STOCK CERTIFICATES

1) The share capital of the company amounts to euro 19,870,175.00. It is divided
into 19,870,175 bearer shares (shares).

2) The form of the stock certificate is determined by the Management Board with
the consent of the Supervisory Board. Similarly, this applies to debt securities
and interest-bearing and renewable coupons as well as for dividend coupons and
the renewals thereof.

3) Shareholders have no right to certificates evidencing each of their shares
except as required by regulations of a stock exchange to which the shares have
been admitted for trading. Stock certificates evidencing multiple shares may be
issued.

4) The Management Board is authorized, with the approval of the Supervisory
Board, to increase the share capital until June 1, 2005 through the successive
or one-time issuance of new bearer shares in return for cash or contributions in
kind, up to a total of euro 3,954,825.00.

            The Management Board is authorized with the approval of the
Supervisory Board to exclude the preferential right if:

            - in the event of a capital increase in return for a cash
contribution, the capital increase together with the shares of the Company, that
the Company had issued and sold and that were repurchased by the Company in
accordance with ss. 71 (1)(8) of the Stock Corporation Act, does not exceed ten
percent of the share capital, provided that the subscription price is not
significantly lower than the quoted stock price,

            - the capital increase results from one or more contributions in
kind and is carried out for the purpose of acquiring companies, parts of
companies, ownership interests in companies or for other significant working
capital purposes.

            The Supervisory Board is authorized to change the Articles of
Association to reflect the extent of the capital increase from authorized
capital.

5) The share capital has been conditionally raised to euro 1,239,000 through the
issuance of up to 1,299,000 shares of standard bearer shares (conditional
capital). The conditional capital increase will only be implemented insofar as
the holders of the options that will be distributed by LION bioscience AG
between March 31, 2000 and December 31, 2004, as a result of the resolution of

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the shareholders exercise their options and are issued new shares pursuant to
the subscription terms. The new shares of the Company created by virtue of the
exercise of said options shall entitle the holder to a share in the Company's
profits as of the beginning of the financial year in which the options are
exercised.

6) The Management Board is authorized, with the approval of the Supervisory
Board, to increase the share capital through a one-time or successive issuance
of bearer shares in return for cash contributions by up to a maximum of euro
352,125 until June 1, 2005, such that they do not exceed a maximum of 352,150
shares.

The Company's registered capital is conditionally increased by up to euro
636,400 by issuing up to 636,400 individual ordinary bearer shares (Contingent
Capital II). The contingent capital increase shall be implemented only to the
extent that the holders of the options, which will be issued by LION bioscience
AG by virtue of the resolution passed by the General Shareholders' Meeting
between July 18, 2001 and December 31, 2005, exercise their options and that new
shares are to be issued pursuant to the option terms and conditions. The new
shares of the Company created by virtue of the exercise of said options shall
entitle the holder to a share in the Company's profits as of the beginning of
the financial year in which the options are exercised.

                                      SS. 5
                                  BEARER SHARES

The shares shall be bearer shares.

                                      SS. 6
                  MANAGEMENT BOARD; COMPOSITION AND MANAGEMENT

1) The Management Board shall consist of one or more persons. The number of the
members of the Management Board shall be determined by the Supervisory Board.

2) The Management Board is responsible for managing the business of the company
in accordance with applicable law, the Articles of Association and its rules of
procedure, if any, as well as the plan of allocation of responsibilities. Rules
of procedure and a plan of allocation of responsibilities of the Management
Board may be issued by the Supervisory Board.

3) If the management board consists of more than one person, resolutions shall
be passed by a simple majority of present members of the Management Board,
unless a greater voting majority is prescribed by law. If the Management Board
is composed of more than two members, the chairman shall have the power to cast
the deciding vote in case of a tie, provided a chairman has been named. A quorum

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at a meeting of the Management Board exists if two thirds of all member are
present. Resolutions may also be passed by circular (written, telegraph,
facsimile, or by telephone).

                                      SS. 7
                                 REPRESENTATION

1) If the Management Board consists of only one member, the company shall be
represented solely by him or her. If the Management Board consists of more than
one person, the company shall be represented by two members of the Management
Board or through a combination of a member of the Management Board and a person
holding a special power of attorney. The Supervisory Board may authorize members
of the Management Board to represent the company alone, and to waive the
prohibition against entering into a business transaction with himself or herself
as representative of a third party as representative of the company.

2) The Supervisory Board can amend the rules of procedure of the Management
Board and may provide by resolution, that its approval is required for specific
business transactions.

                                      SS. 8

                SUPERVISORY BOARD; COMPOSITION AND TERM IN OFFICE

1) The Supervisory Board shall consist of six persons.

2) Unless the general meeting of the shareholders does not determine a shorter
time period when electing a single member or the entire Supervisory Board, the
members of the Supervisory Board shall be elected for a maximum term which ends
at the conclusion of the general meeting of the shareholders which votes on
releasing the Supervisory Board member from liability for his actions in the
fourth fiscal year after commencement of office. The fiscal year in which the
member commences his or her term in office shall not be included in the
calculation of his or her term of office. Any successors elected to replace a
Supervisory Board member whose term in office ended prematurely shall only be
elected for the remainder of that term.

3) Each member of the Supervisory Board can resign from office for important
cause without any notice period. If no important cause exists he or she may
resign by giving three months prior notice. Resignation from office shall take
the form of a written declaration delivered to the Management Board with
notification to the chairman of the Supervisory Board.

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                                      SS. 9
       SUPERVISORY BOARD; CHAIRPERSON; CONVENING; ADOPTION OF RESOLUTIONS;
                   AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1) The Supervisory Board shall elect a chairperson and a vice chairperson among
its members at their first meeting. The chairperson and vice chairperson hold
their positions throughout the term of their Supervisory Board membership. The
vice chairperson has the rights and duties of the chairperson of the Supervisory
Board, if the chairperson is prevented from exercising the rights and performing
duties of his position. Should the Supervisory Board membership of the
chairperson or the vice chairperson terminate prematurely in office, the
Supervisory Board shall immediately elect a successor for the remaining term of
office.

2) The Supervisory Board should convene at least once per quarter calendar year,
and must meet at least twice in each half of the calendar year. A meeting of the
Supervisory Board shall be called by the chairperson, or by the vice chairperson
if the chairperson is not able to, in oral or written form or by facsimile or
telegraph.

3) A quorum exists if at least three members of the Supervisory Board vote on a
resolution. An abstention shall be deemed a vote for purpose of determining
whether a quorum exists. Absent members may vote on a resolution if another
member of the Supervisory Board presents his or her votes in writing to the
Supervisory Board. The Supervisory Board shall pass resolutions with a majority
of votes present, unless law or these Articles of Association does not require
otherwise. In the case a vote on a resolution results in a tie, each member of
the Supervisory Board has the right to demand a new vote. In case of another
tie, the chairperson has two votes.

Paragraph 3, Line 2 of ss. 9 shall also be applied to the second vote by the
chairperson.

4) As a general rule, resolutions of the Supervisory Board shall be passed at a
meeting. The chairperson determines the items on the agenda and the method of
voting. The Supervisory Board may set forth in its rules of procedure that any
resolutions by the Supervisory Board and its committees may be passed in
writing, by telegram, telephone, facsimile, telex, or similar means, including
in particular by way of video conference.

5) Minutes of the meetings of the Supervisory Board shall be prepared and signed
by the chairperson. In case of resolutions passed outside of a meeting, the
minutes of that meeting shall be signed by the chairperson of the Supervisory
Board and immediately distributed to all members.

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6) The chairperson is authorized to deliver in the name of the Supervisory Board
the declarations necessary for the execution of resolutions and to receive
declarations addressed to the Supervisory Board.

7) The Supervisory Board is entitled to make changes to the provisions of
Articles of Association concerning the Supervisory Board.

                                     SS. 10
                         SUPERVISORY BOARD; COMPENSATION

1) The members of the Supervisory Board shall receive a total amount of euro
15,350 each for each full fiscal year during which they serve as members of the
Supervisory Board. The compensation shall be reduced proportionally if a member
of the Supervisory Board has served for only a portion of a fiscal year. The
chairperson shall receive twice this amount. The meeting of the shareholders may
fix a higher amount by resolution.

2) The company shall reimburse the members of the Supervisory Board in cash for
their expenses. Payment of turnover tax shall be reimbursed by the company, if
members of the Supervisory Board are entitled to bill the company separately for
such turnover tax payments and have exercised this right.

                                     SS. 11
              MEETING OF THE SHAREHOLDERS; PLACE AND NOTICE; VOTING

1) The general meeting of the shareholders shall take place within the first
eight months after the beginning of each fiscal year. The agenda of the general
meeting shall include the following items:

            a) Presentation and explanation of the annual financial statements,
management report, report of the Supervisory Board and proposal of the
Management Board for the appropriation of annual earnings;

            b) If required, passage of resolution for acceptance of the annual
financial statements;

            c) Passage of resolution concerning the appropriation of annual
earnings;

            d) Passage of resolution concerning release from liability of the
Management and Supervisory Board;

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            e) If required, election of members of the Supervisory Board;

            f) If required, the election of the external auditors of the company
for auditing the financial statements.

2) An extraordinary general meeting of the shareholders shall be called if
passage of a resolution is required by law or by the articles of association or
if calling a general meeting is necessary for the welfare of the of the company.
Further, an extraordinary meeting of the shareholders shall be called if
shareholders, who alone or together hold at least 20% of the total share
capital, demand such a meeting in a written statement, indicating the reasons
for and the purposes of such a meeting.

3) The general meeting of the shareholders shall be called by the Management
Board. The right of other persons to call a meeting of the shareholders shall
not be disturbed. The general meeting of the shareholders shall take place at
the principle place of the company or at the place of a German stock exchange.
The invitation to the general meeting of the shareholders shall be published
once in the Federal Gazette, unless the company knows names of each shareholder.
In that case, the invitation to the general meeting may be made by a registered
letter, in which case the day of mailing shall be deemed the day of publication.
All items on the agenda are to be listed in the invitation.

4) A general meeting of the shareholders may be held without observance of the
formal requirements for calling the meeting under the law or the Articles of
Association, if all shareholders are present or represented and no shareholder
opposes the resolutions.

5) Each shareholder is entitled to participate in the general meeting of
shareholders and exercise his voting rights attached to the shares that have
been deposited with the company or the other depositories specified in the
invitation or with depository banks authorized to accept shares or a notary
public during customary business hours and left there until conclusion of the
meeting.

6) Deposit of shares shall also be deemed valid, if the shares are held in
custody by other banks in blocked accounts with the approval of the depositary
and left there until the conclusion of the general meeting or if the shares have
already been deposited with the company or have been taken into custody in block
accounts by the company and left there until the end of the general meeting.

7) The deposit shall be made by no later than the 7th day before the day of the
General Shareholders' Meeting. If such day falls on a Saturday, Sunday, or

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national holiday at the place of deposit, the deposit may take place on the next
following business day, whereby Saturdays shall not count as business days.

8) If the shares are deposited with a notary, the notary's deposit certification
shall be submitted to the company in its original form or in the form of a
certified copy no later than one business day, excluding Saturdays, following
the end of the time period for depositing shares.

9) If share certificates have not been issues, the invitation to the general
meeting shall specify under which conditions the shareholders may participate in
the general meeting and may exercise their voting rights.

10) Each share is entitled to one vote. If the shares have not been fully
paid-in, the voting right shall become effective as soon as the minimum
subscription payment under the law for the shares has been made.

11) The voting right may be exercised by an authorized representative. With
regard to such authorization, written form shall be sufficient. If so specified
in the invitation to the General Shareholders' Meeting, such declaration of
authorization may also be submitted to the Company by facsimile or in electronic
form.

12) Resolutions of the shareholders shall be passed by simple majority of votes
cast, unless required otherwise by law or otherwise ordered, and, unless the
majority vote of all shareholders is required, a resolution shall to be passed
by simple majority of shareholders represented at the meeting.

13) Elections shall be made by simple majority. If a simple majority is not
reached in the first vote, a second vote shall take place among the two
candidates that had achieved the highest number of votes in the first vote. The
candidate with the highest number of votes shall win this second vote and the
chairperson of the general meeting shall have the tie breaking vote in case of a
tie.

14) The General Shareholders' Meeting shall be chaired by the chairman of the
Supervisory Board or, in the event that he is prevented from attending, by its
vice-chairman. In the event that both the chairman and the vice-chairman of the
Supervisory Board are prevented from attending, the General Shareholders'
Meeting shall elect a chairman. Such chairman shall chair the discussions and
shall determine the order of the items on the agenda as well as the nature and
form of the vote.

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                                     SS. 12
                 ANNUAL FINANCIAL STATEMENTS; MANAGEMENT REPORT

1) The Management Board shall prepare the annual financial statements within the
first three months of the fiscal year as well as a management report for the
past fiscal year and provide them to the Supervisory Board and the auditors. At
the same time, the Management Board shall present the proposal for the
appropriation of annual earnings to the Supervisory Board which it intends to
present to the general meeting of the shareholders.

2) The Supervisory Board shall review the annual financial statements and
management report of the Management Board and the proposal for the appropriation
of annual earnings and the results of the review shall be reported in writing to
the general meeting of the shareholders. The Supervisory Board shall also
comment on the results of the audit of the annual financial statements by the
auditor. The Supervisory Board shall submit its report to the Management Board
within one month after receiving the submissions from the Management Board and
the report of the auditor of the results of its audits of the annual financial
statements. ss. 171, paragraph 3, section 2 of the Stock Corporation Act shall
remain in effect. If the Supervisory Board approves the annual financial
statements upon its review, the annual financial statements shall be deemed
accepted unless the Supervisory Board and the Management Board determine to
delegate acceptance of the annual financial statements to the general meeting.

                                     SS. 13
                                    RESERVES

1) If the Management Board and the Supervisory Board approve the annual
financial statements, they may allocate up to one half of the annual earnings to
other earnings reserves. Amounts that are required to be allocated to legally
required reserves and loss carry forwards shall have already been deducted from
the annual earnings.

2) If the general meeting of the shareholders approve the annual financial
statements, one fifth of the annual earnings shall always be allocated to other
earnings reserves unless other reserves exceed one half of the share capital or
the other earnings reserves exceed one half of the share capital after such
allocation. Amounts that are required to be allocated to legally required
reserves and any loss carry forwards shall have already been deducted from the
annual earnings.

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                                     SS. 14
                        APPROPRIATION OF ANNUAL EARNINGS

The general meeting of the shareholders shall decide the means of appropriation
of the company's annual earnings as determined in the annual financial
statements as approved.

                                     SS. 15
                               FORMATION EXPENSES

The company shall bear all court, formation, auditors, notaries, as well as
legal and tax consulting costs as well as notification and publication costs in
connection with its formation, up to a maximum of DM 50,000 plus turnover tax.

                       End of the Articles of Association



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