Exhibit 1.1


                                   SERONO S.A.
                            COMPANY LIMITED BY SHARES
             WITH REGISTERED OFFICES AT COINSINS, VAUD, SWITZERLAND



                             ARTICLES OF ASSOCIATION
                                OF MARCH 20, 2003






     This  document  is  a  free  translation.  The original version of the
     Articles  of  Association of Serono SA is the French version which has
     been  registered  with  the  Trade  Registrar  of  the  State of Vaud,
     Switzerland,  on  March  27,  2003.



<PAGE>
                                   SERONO S.A.

                             ARTICLES OF ASSOCIATION
               __________________________________________________

                                    SECTION I

                            NAME - REGISTERED OFFICE
                                OBJECT - DURATION


                                 ARTICLE 1: NAME
                                 ---------------

There  is  hereby formed a company limited by shares named SERONO S.A., which is
governed  by the present Articles of Association and by Section XXVI of the Code
of  Obligations  (also  referred  to  hereinafter  as  "CO").


                          ARTICLE 2: REGISTERED OFFICE
                          ----------------------------

The registered offices of the company are in Coinsins (Canton of Vaud).


                                ARTICLE 3: OBJECT
                                -----------------

The  principal  object  of  the  company is to act as a holding company (for the
acquisition  and  management  of shareholdings in Switzerland and abroad) in the
pharmaceutical  and  related  fields.

The  company  may  establish  enterprises or companies, carry out any financial,
commercial,  industrial and real estate transactions, and conclude any contracts
which  further  or  are  directly  or  indirectly  connected  with  its  object.


                               ARTICLE 4: DURATION
                               -------------------

The company is established for an indefinite duration.


                                        2
<PAGE>
                                   SECTION II

                                  SHARE CAPITAL
                                     SHARES


                            ARTICLE 5: SHARE CAPITAL
                            ------------------------

The  share  capital is fixed in the sum of CHF 402,276,800 (four hundred and two
million  two  hundred  and  seventy-six  thousand  eight  hundred Swiss francs),
divided  into:

a)   11,013,040 registered "A" shares with restricted transferability, each with
     a  par  value  of  CHF  10  (ten  Swiss  francs),  fully  paid  up;  and

b)   11,685,856  bearer "B" shares, each with a par value of CHF 25 (twenty-five
     Swiss  francs),  fully  paid  up.


                       ARTICLE 5 BIS: CONDITIONAL CAPITAL
                       ----------------------------------

A.   CONDITIONAL CAPITAL FOR OPTION AND/OR CONVERTIBLE LOANS

The  share  capital  of  the  company  shall  be  increased  by a maximum of CHF
3,800,000  (three million eight hundred thousand Swiss francs) through the issue
of  152,000  (one  hundred  and fifty-two thousand) bearer "B" shares with a par
value  of  CHF  25  (twenty-five  Swiss francs) each, to be fully paid up by the
exercise of the option and/or conversion rights granted in connection with loans
issued  by  companies  of  the  Serono  group.

The  amount  and  conditions  of  the  loans,  together  with the procedures and
conditions  for  the  exercise  of option and/or conversion rights and the issue
price  shall  be  determined  by  the  Board of Directors. The new shares may be
purchased  or  acquired by holders of convertible bonds or option rights arising
from  option  bonds.

The Board of Directors may resort to the issuance of loans to be subscribed by a
consortium,  with  a  subsequent  public  offering,  subject  to  the provisions
indicated  below.

The  Board  of  Directors  shall  determine  the  procedures for the exercise of
preferential subscription rights. Preferential subscription rights which are not


                                        3
<PAGE>
exercised  shall revert to the company. The Board of Directors may offer them at
market  rates  or  allow  them  to  expire.

The  Board  of  Directors may remove the shareholders' preferential subscription
right  if  loans are issued to finance the acquisition of shareholdings or other
rights  in  companies  or  with  a  view  to  financing research and development
projects.  Should  the  Board of Directors remove the shareholders' preferential
subscription  right,  the  following  conditions  shall  apply:

a)   conversion  rights  may  be  exercised for a maximum period of 15 years and
     option rights for a period of 7 years from the date of issue of the related
     loan

b)   convertible  loans  and/or  loans  with  options shall be issued subject to
     normal  market  conditions (including the normal market conditions relating
     to  protection against dilution for the holders of option and/or conversion
     rights);  and

c)   conversion  and/or  option  prices  shall  correspond  at  the least to the
     average  rate  quoted  on  the  Zurich stock exchange for the shares of the
     company  during  the  5  days preceding the determination of the definitive
     issue  conditions  for  the  convertible  loan or loan with options loan in
     question.

B.  CONDITIONAL  CAPITAL  FOR  A  STOCK  OPTION  PLAN

The  share  capital  of  the  company  shall  be  increased  by a maximum of CHF
9,474,150  (nine  million four hundred and seventy-four thousand one hundred and
fifty  Swiss  francs),  namely 378,966 (three hundred and seventy-eight thousand
nine  hundred  and sixty-six) bearer "B" shares, each with a par value of CHF 25
(twenty-five Swiss francs), fully paid up, through the exercise of option rights
which  the  Board of Directors intends to grant to employees of companies of the
Serono  group  and  to  the  directors  of  the  company.

The  subscription  right  of shareholders shall be removed for these new shares.

The  Board of Directors shall lay down regulations specifying the conditions and
procedures  for  the  granting  and  exercise  of  the  options.

The shares may be subscribed at a rate lower than the stock market rate.


                                        4
<PAGE>
                        ARTICLE 5 TER: AUTHORISED CAPITAL
                        ---------------------------------

The  Board  of Directors shall be authorised, until 21 May 2004, to increase the
share  capital by a maximum of CHF 35,000,000 (thirty-five million Swiss francs)
through  the  issuance  of  a maximum of 1,400,000 (one million and four hundred
thousand)  bearer  shares,  each  with  a par value of CHF 25 (twenty-five Swiss
francs), fully paid up. The Board of Directors may proceed to increase the share
capital  either  all  at  once  or in instalments. The preferential subscription
rights  which  have  been granted, but not exercised, are at the disposal of the
Board  of  Directors,  which  may  use  them  in  the  interest  of the company.

The  Board  of Directors is authorised to withdraw the preferential subscription
right of shareholders in favour of a bank or another institution selected by the
Board  of Directors which shall purchase the shares on a firm basis, if the bank
or  institution  which  firmly  purchases  the  shares  undertakes  to offer the
subscription  of  the  newly  issued shares to the shareholders in proportion to
their  current  participation.

The issue price of the shares, the manner in which they are paid up and the date
as  from  which the new shares give right to dividends as well as the conditions
for  the  exercise of the preferential subscription right shall be determined by
the  Board  of  Directors.


                                ARTICLE 6: SHARES
                                -----------------

6.1.  The  shares  are registered shares or bearer shares. They are numbered and
      signed  by  a  director,  whose  signature  may  be  printed.

      Each  share shall be entitled to a proportional part of the profits and of
      the  proceeds  of  liquidation.

6.2.  Instead of issuing individual registered or bearer shares, the company may
      issue  certificates  representing  a  number  of  shares.

6.3.  REGISTERED  SHARES

      The  company  considers registered shares to be indivisible and recognises
      only  one  holder  for  each  registered  share.  Shareholders  who  hold
      registered  shares  must notify the company of any change of domicile. Any
      communication from the company to the shareholder shall be deemed valid if
      sent  to  the  shareholder's  last  recorded  address.


                                        5
<PAGE>
6.4.  REGISTER  OF  REGISTERED  SHARES

      The  company  shall keep a register, indicating the names and addresses of
      the  owners  and  usufructuaries  of  registered shares. The company shall
      consider  only  the  persons  entered  in  this  register  as  owners  or
      usufructuaries  of  registered  shares.

      No  entry  shall  be made in the share register from the date on which the
      General  Meeting  of  Shareholders is convened until the day following the
      General  Meeting.

6.5.  TRANSFER  OF  REGISTERED  SHARES

      The  transfer  of registered shares is subject to approval by the company.
      The  Board  of  Directors  has  the  power  to grant such approval. It may
      delegate  this  power  to  the  Executive  Committee.  The  request  for
      authorisation shall include a declaration whereby the person acquiring the
      shares  certifies  that  they  are  being acquired in its own name and for
      his/her  own  account.  The company shall inform the applicant whether the
      transfer  has  been  approved  or  rejected.

      Registration shall be rejected if the applicant does not expressly declare
      that  the  shares  are  being  acquired  in  its  own name and for its own
      account.

      Registration  may  be  rejected for a justifiable cause connected with the
      object  of the company or its economic independence and, in particular, if
      the  applicant  is  a  competitor  of the company or of a company in which
      Serono  S.A.  holds  a  participating  interest.

      The  company  may, without giving reasons, refuse to approve a transfer of
      shares  by  offering  to  the  seller  to  buy back the shares for its own
      account, for the account of other shareholders or for the account of third
      parties,  at their real value at the time the transfer request is received
      by  the  company.

      In  the  case of a transfer by succession, the company must enter the name
      of the acquirer in the share register, unless there is a justifiable cause
      not to do so in accordance with Paragraph 3 above. In such an eventuality,
      if  the  company intends to refuse to allow the transfer, it must offer to
      buy  back  the  shares  for  its  own  account,  for  the account of other
      shareholders  or  for the account of third parties, at their real value at
      the  time  the  registration  request  is  received  by  the  company.


                                        6
<PAGE>
      If  the  company  offers  to  buy  back  the  shares  for  the  account of
      shareholders,  it  must  abide  by the principle of equal treatment of all
      holders  of  registered  shares.

      After  hearing  the  persons  concerned,  the  Board  of Directors, or the
      Executive  Committee  by delegation of the Board of Directors, may cancel,
      with  retroactive  effect,  any  entries made in the share register on the
      basis  of  false  declarations.

      The  foregoing  provisions shall also apply where the registered shares of
      the  company  are  made  subject  to  a  usufruct.

      The  registered  shares  may  not  be  used by way of pledge, guarantee or
      security in any form whatsoever, save with the express prior authorisation
      of  the  Board  of Directors, which is free to give or not to give reasons
      for  its  decision.  The Board of Directors may delegate this power to the
      Executive  Committee.

      The  restrictions on the free transfer of registered shares shall be noted
      on  the  documents  representing  the  shares.

      The  provisions of Article 6.5 may be amended only by a resolution carried
      by  the  majority  as  stipulated  in  Article  704  Paragraph.  1  CO.

6.6.  CONVERSION  OF  SHARES

      The  General  Meeting may decide at any time to convert some or all of the
      registered  shares  into  bearer  shares  and  vice  versa.


                      ARTICLE 7: INCREASE IN SHARE CAPITAL
                      ------------------------------------

7.1.  The  General  Meeting may decide at any time to increase the share capital
      by  issuing  new  registered shares or new bearer shares. Each category of
      shares  may  be  the  sole  object  of  a  particular  issuance.

7.2.  Every  shareholder  shall  be entitled to a portion of the new share issue
      corresponding  to  his  previous  holding.  In the event of an increase in
      share  capital  comprising  an increase of registered shares and of bearer
      shares  in  the  same  proportion,  each  shareholder  in  possession  of
      registered  shares  shall  be entitled to subscribe for the new registered
      shares  only  in  proportion  to the number of registered shares it holds.
      Similarly,  each  shareholder  in  possession  of  bearer  shares shall be
      entitled  to subscribe for the new bearer shares only in proportion to the
      number  of  shares  it  holds.


                                        7
<PAGE>
                                   SECTION III

                           ORGANISATION OF THE COMPANY

                           A.     THE GENERAL MEETING


                                    ARTICLE 8
                                    ---------

8.1.  The  General  Meeting  is  the  highest  authority  of  the  company.  Its
      resolutions  are  binding  on  all  shareholders.

8.2.  Resolutions  of  the General Meeting which violate the law or the Articles
      of  Association  may  be  contested  by  the  Board of Directors or by any
      shareholder  under the conditions stipulated in Article 706 of the Code of
      Obligations.



                                    ARTICLE 9
                                    ---------

The General Meeting of Shareholders has the inalienable right:

9.1.  to  adopt  and  to  amend  the  Articles  of  Association;

9.2.  to  appoint  and  to dismiss the members of the Board of Directors and the
      auditors;

9.3.  to  approve  the  Group's  annual  report  and  accounts;

9.4.  to  approve  the annual accounts, to determine the distribution of profits
      and,  in  particular,  to  fix  the  dividend;

9.5.  to  give  discharge  to  the  members  of  the  Board  of  Directors;

9.6.  to  resolve  upon all matters reserved to it by the law and the Memorandum
      and  Articles  of  Association.


                                        8
<PAGE>
                                   ARTICLE 10
                                   ----------

10.1. No  resolution  may  be  passed on items which have not been placed on the
      agenda,  except for a proposal to convene an Extraordinary General Meeting
      or  to  have  a  special  audit  carried  out.

10.2. Advance  notice  is not required for proposals falling within the scope of
      items  on the agenda or for deliberations which do not have to be followed
      by  a  vote.


                                   ARTICLE 11
                                   ----------

11.1. The General Meeting shall be held at the registered offices of the company
      or  at  a  place  designated  by  the  Board  of  Directors.

11.2. The Ordinary General Meeting shall be held every year within six months of
      the  close  of  the  financial  year.

11.3. Extraordinary  General  Meetings may be convened as often as necessary, in
      particular  in the cases provided for by law, as well as upon a resolution
      passed  by  the  General  Meeting  itself.



                                   ARTICLE 12
                                   ----------

The  General  Meeting  shall  be  convened  by the Board of Directors and, where
necessary, by the auditors. Liquidators shall also have the right to convene the
General  Meeting.


                                   ARTICLE 13
                                   ----------

13.1. The  General  Meeting shall be convened, at least twenty days prior to the
      date  on  which  it  is  to  be  held,  by registered letter sent to every
      registered  shareholder at the address indicated in the share register, as
      well  as  by an announcement published in the Feuille Officielle Suisse du
      Commerce  (Swiss  Official  Trade  Gazette).

13.2. The  invitation  shall  state  the  items on the agenda, together with the
      proposals  of the Board of Directors and of the shareholders who requested
      the  calling  of  the  Meeting  or the entry of an item on the agenda. The
      invitation  must  also  state  the  date,  place  and time of the Meeting.


                                        9
<PAGE>
13.3. Proposals  to  amend  the  Memorandum and Articles of Association shall be
      placed at the disposal of the shareholders at the registered office of the
      company.  Their  availability  for  inspection  shall  be  stated  in  the
      invitation.

13.4. The  invitation  to  attend  the  Ordinary General Meeting must inform the
      shareholder  that  the  annual report, the profit and loss account and the
      balance sheet, as well as the Group accounts and the auditors' report will
      be  placed at the disposal of shareholders at the registered office of the
      company  at  least  twenty  days  prior  to  the  General  Meeting.


                                   ARTICLE 14
                                   ----------

Provided  that  there  is no objection, the owners or representatives of all the
shares  may hold a General Meeting without following the convening procedure. As
long  as  they remain present, such a meeting shall have the right to deliberate
and duly pass resolutions on all matters which fall within the competence of the
General  Meeting.


                                   ARTICLE 15
                                   ----------

Each share shall be entitled to one vote.



                                   ARTICLE 16
                                   ----------

Every  holder  of registered shares may arrange to have all or any of its shares
represented  by  another  person,  who  must be in possession of a written proxy
form.


                                   ARTICLE 17
                                   ----------

17.1. As  a rule, the General Meeting has a quorum irrespective of the number of
      shares  represented.

17.2. Unless  otherwise  required  by the law or by the Articles of Association,
      the  General  Meeting  shall  proceed  to  pass resolutions and to conduct
      elections  by  an  absolute  majority  of the votes attached to the shares
      represented.

17.3. However,  at  least  two-thirds  of  the  votes  attached  to  the  shares
      represented  and  an absolute majority of the par values represented shall
      be  necessary  to  pass any resolution of the General Meeting to amend the


                                       10
<PAGE>
      object  of  the  company,  to  introduce  preferential  voting  shares, to
      restrict  the  transferability of registered shares, to increase the share
      capital,  whether  the  increase is authorised or conditional, to increase
      the  share  capital  from  shareholders'  equity  in  consideration  of  a
      contribution  in kind or with a view to acquire assets and the granting of
      special  advantages,  to  limit  or  remove  the  right  of  preferential
      subscription,  to  transfer  the  registered office of the company, and to
      dissolve  the  company  without  liquidation.


                                   ARTICLE 18
                                   ----------

18.1. Minutes  shall  be  kept of the General Meeting, stating the number, type,
      par  value and category of the shares represented by the shareholders, the
      organs  of  the  company,  the independent representatives and the trustee
      representatives  the  resolutions  and  the  results of the elections, the
      requests for information and the replies given as well as the declarations
      which  shareholders ask to be recorded. The minutes shall be signed by the
      chairman  and  the  secretary  of  the  General  Meeting.

18.2. Extracts from the minutes shall be certified by a director or by any other
      person  appointed  for  such  purpose  by  a  director.


                                   ARTICLE 19
                                   ----------

19.1. The  General  Meeting  shall  be  chaired  by the chairman of the Board of
      Directors  or  by  another director designated by the Board. Failing that,
      the  chairman  shall  be  designated  by  the  General  Meeting.

19.2. The  chairman of the General Meeting shall designate the secretary and the
      person  or  persons  who  shall  count  the  votes.


                          B.     THE BOARD OF DIRECTORS


                                   ARTICLE 20
                                   ----------

20.1. The  Board  of  Directors  shall  consist of at least five and at most ten
      members,  chosen  from among the shareholders and appointed by the General
      Meeting.


                                       11
<PAGE>
20.2. The  majority  of  the  members  of  the  Board of Directors must be Swiss
      nationals  domiciled  in  Switzerland,  unless  the  company  obtains  a
      derogation  from  this rule in accordance with Article 708 Paragraph 1 CO.


                                   ARTICLE 21
                                   ----------

21.1. The members of the Board of Directors shall be appointed for a term of one
      year.

21.2. There  is  no  limit  on  the  number  of  times  they  may be re-elected.

21.3. The  Board  of  Directors  shall  appoint  its chairman and secretary by a
      simple  majority.


                                   ARTICLE 22
                                   ----------

22.1. Meetings  of  the  Board  of  Directors  shall  be  convened , as often as
      business  may  require,  either by the chairman or, upon his order, by the
      secretary.

22.2. Minutes  shall  be kept of the discussions and resolutions of the Board of
      Directors  and  they  shall  be  signed by the chairman and the secretary.


                                   ARTICLE 23
                                   ----------

23.1. The  resolutions  of the Board of Directors shall be adopted by a majority
      of the members present, provided that they form a majority of the Board of
      Directors and that a majority of the members of the Executive Committee is
      present.

23.2. In  the  event  of  a  tie vote, the chairman shall have the casting vote.

23.3. Unless one member insists on oral discussions, resolutions of the Board of
      Directors  may  also  be  adopted  by  written  approval  of a motion by a
      majority  of  the  directors,  all of whom must be informed of the motion.
      Such  resolutions  must  be  entered  in  the  minutes.


                                       12
<PAGE>
                                   ARTICLE 24
                                   ----------

The  Board  of  Directors shall have the widest powers to manage the company. It
shall  be  authorised  to  pass all resolutions regarding the company's business
which  are not attributed to or reserved for the General Meeting or other organs
of  the  company.


                                   ARTICLE 25
                                   ----------

25.1. The  Board of Directors may delegate all or any part of the management and
      the  representation  of the company to one or more board members (managing
      directors)  or  to third parties who need not necessarily be shareholders.

25.2. The  Board  of  Directors shall appoint the proxies and other attorneys of
      the  company.

25.3. The  Board  of Directors shall grant individual or joint powers to sign on
      behalf  of  the  company.

25.4. At  least  one member of the Board of Directors, domiciled in Switzerland,
      must  have  authority  to  represent  the  company.


                                   ARTICLE 26
                                   ----------

The Board of Directors shall adopt its own rules of procedure.



                         C.     THE EXECUTIVE COMMITTEE


                                   ARTICLE 27
                                   ----------

27.1. The  Board  of Directors shall appoint from among its members an Executive
      Committee  of  at  least  three  and  at  most  five  members.

27.2. The  Board  shall  appoint  the  members of the Executive Committee at the
      proposal  of  the  chairman. A vice-chairman shall be appointed to replace
      the  chairman  if  it  is  prevented  from  acting.

27.3. The  chairman  must  be  a  member  of  the  Executive  Committee.


                                       13
<PAGE>
27.4. The  powers  of  the  Executive Committee shall be defined in the Rules of
      Procedure  of  the  company.




                                 D. THE AUDITORS
                                 ---------------


                                   ARTICLE 28
                                   ----------

28.1. The  General  Meeting  shall  elect  one  or  more  auditors.  It may also
      designate  deputy auditors. At least one of the auditors must be domiciled
      in  Switzerland  and have his registered office or a branch office entered
      in  the  Commercial  Register  in  Switzerland.

28.2. The  auditors  shall  be  elected  for  the period up to the next Ordinary
      General  Meeting.  They  shall  be  immediately  eligible for re-election.

28.3. The  auditors  shall  be  required to attend the Ordinary General Meeting.

28.4. The  auditors  must  comply with the provisions of Articles 728 et seq. of
      the  Code  of  Obligations.

28.5. The General Meeting may appoint every year a special auditor, which may be
      re-elected,  with  the  duty  to  proceed  with  the special verifications
      (provided  in  particular  by  articles 652f, 653f and 653i of the Code of
      Obligations)  which  are  required  in  relation  with  capital increases.

                                   SECTION IV

                                 ANNUAL ACCOUNTS
                           AND DISTRIBUTION OF PROFITS


                                   ARTICLE 29
                                   ----------

The  company's  financial  year shall begin on 1 January and end on 31 December.

                                   ARTICLE 30
                                   ----------

30.1. The annual accounts shall be drawn up in accordance with the provisions of
      Articles  662  to  670  of  the  Code  of  Obligations.


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<PAGE>
30.2. The  accounts  shall  be  closed  on  31  December.


                                   ARTICLE 31
                                   ----------

31.1. Each  year,  a  sum  of one-twentieth of the profit for the financial year
      shall  be set aside to constitute a general reserve until the said reserve
      amounts  to  one-fifth of the paid-up share capital. If any of the reserve
      is  used,  it  shall  again  be  made up from the profits in the same way.

31.2. The  balance  of  the  profits shall be distributed in accordance with the
      resolutions  of  the General Meeting, upon the recommendation of the Board
      of  Directors.

31.3. The  mandatory  provisions  of  the  law  relating  to  reserves  must  be
      respected.


                                   ARTICLE 32
                                   ----------

The  payment of the dividend shall take place at the time appointed by the Board
of Directors. Any dividend which is not claimed within five years of the date on
which  it  becomes  due  shall  automatically  revert  to  the  company.



                                    SECTION V

                                   LIQUIDATION

                                   ARTICLE 33
                                   ----------

33.1. If it is decided to wind up the company, the liquidation shall be effected
      by  the Board of Directors, unless the General Meeting resolves otherwise.

33.2. At  least one of the liquidators must be domiciled in Switzerland and have
      authority  to  represent  the  company.

33.3. The  liquidators  shall  decide  among themselves the method by which they
      will  sign  for  the  company.


                                       15
<PAGE>
                                   ARTICLE 34
                                   ----------

34.1. During  the  liquidation, the powers of the organs of the company shall be
      restricted  to  acts  which  are necessary for the liquidation process and
      which,  by  their  nature,  do  not  fall  within  the  competence  of the
      liquidators.

34.2. The  General Meeting of Shareholders shall retain the right to approve the
      liquidation  accounts  and  to  approve  the  acts  of  the  liquidators.

34.3. The  liquidator  or liquidators may transfer the assets and liabilities of
      the  dissolved  company  to  third  parties  against  payment  or  other
      consideration  only  by  virtue  of  a  resolution of the General Meeting.


                                   SECTION VI

                                  ANNOUNCEMENTS


                                   ARTICLE 35
                                   ----------

Company notices shall be published in the Feuille Officielle Suisse du Commerce.


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