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EXHIBIT 3.1
FORM NO. 2
[LOGO]
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(Section 7(1) and (2))
MEMORANDUM OF ASSOCIATION
OF
Intelligent Polymers Limited
(hereinafter referred to as "the Company")
1. The liability of the members of the Company is limited to the amount (if
any) for the time being unpaid on the shares respectively held by them.
2. We, the undersigned, namely,
BERMUDIAN NATIONALITY NUMBER OF
STATUS SHARES
NAME ADDRESS (Yes/No) SUBSCRIBED
Graham B.R. Collis Clarendon House Yes British One
2 Church Street
Hamilton HM 11
Bermuda
Nicolas G. Trollope " Yes British One
Anthony D. Whaley " Yes British One
do hereby respectively agree to take such number of shares of the Company as
may be allotted to us respectively by the provisional directors of the Company,
not exceeding the number of shares for which we have respectively subscribed,
and to satisfy such calls as may be made by the directors, provisional
directors or promoters of the Company in respect of the shares allotted to us
respectively.
3. The Company is to be an exempted Company as defined by the Companies Act
1981.
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4. The Company has power to hold land situated in Bermuda not exceeding in
all, including the following parcels-
N/A
5. The authorised share capital of the Company is US$12,000 divided into
shares of US$1.00 each. The minimum subscribed share capital of the
Company is US$12,000.
6. The objects for which the Company is formed and incorporated are -
1. To develop pharmaceutical products that apply advanced proprietary
controlled release delivery technologies for controlled release drugs
for the generic and branded markets and to commercialise such
products, through manufacturing, direct sales, licencing or other
means;
2. To apply for register, purchase, lease, acquire, hold, use, control,
licence, sell, assign or dispose or patents, patent rights,
copyrights, trademarks formulae, licences, inventions, processes,
distinctive marks and similar rights relative to the Company's
products as set out in paragraph 1 hereof; and
3. As set forth in paragraphs (b) to (n) and (p) to (u) inclusive of the
Second Schedule to The Companies Act 1981.
7. Powers of the Company
1. The Company shall, pursuant to Section 42 of the Companies Act 1981,
have the power to issue preference shares which are, at the option of
the holder, liable to be redeemed.
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Signed by each subscriber in the presence of at least one witness attesting the
signature thereof -
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(Subscribers) (Witnesses)
SUBSCRIBED this 23rd day of July, 1997.