EXHIBIT 3.17
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THAT "DANBURY PHARMACAL PUERTO RICO, INC." IS DULY INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL
CORPORATE EXISTENCE NOT HAVING BEEN CANCELLED OR DISSOLVED SO FAR AS THE
RECORDS OF THIS OFFICE SHOW AND IS DULY AUTHORIZED TO TRANSACT BUSINESS.
THE FOLLOWING DOCUMENTS HAVE BEEN FILED:
CERTIFICATE OF INCORPORATION, FILED THE THIRTIETH DAY OF DECEMBER, A.D.
1991, AT 10:15 O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "DANBURY PHARMACAL CARIBE,
INC." TO "DANBURY PHARMACAL PUERTO RICO, INC." FILED THE ELEVENTH DAY OF MAY,
A.D. 1994, AT 12:15 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY
CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO
DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE
[SEAL] /s/ Edward J. Freel
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Edward J. Freel, Secretary of State
AUTHENTICATION:
2283317 8310 8809437
DATE:
971427387 12-12-97
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 2
----------------
BEEN FILED TO DATE.
[SEAL] /s/ Edward J. Freel
-------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION:
2283317 8310 8809437
DATE:
971427387 12-12-97
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
----------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "DANBURY PHARMACAL CARIBE, INC.", FILED IN THIS OFFICE ON THE
THIRTIETH DAY OF DECEMBER, A.D. 1991, AT 10:15 O'CLOCK A.M.
[SEAL] /s/ Edward J. Freel
-------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION:
2283317 8100 8810123
DATE:
971427390 12-13-97
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:15 AM 12/30/1991
751364005 - 2283317
CERTIFICATE OF INCORPORATION
OF
DANBURY PHARMACAL CARIBE, INC.
I, the undersigned, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify as follows:
FIRST: The name of the corporation is:
DANBURY PHARMACAL CARIBE, INC.
SECOND: The registered office of the Corporation in the State of Delaware is
to be located at 32 Loockerman Square, Suite L-100, in the City of Dover,
County of Kent. The name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.
THIRD: The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The aggregate number of shares of stock which the Corporation shall
have authority to issue is 100 shares of Common Stock, par value $0.10 per
share.
FIFTH: The name and the mailing address of the sole incorporator is Allan H.
Cohen, 1585 Broadway, New York, New York 10036.
SIXTH: The number of directors of the Corporation shall be the number from
time to time fixed by or in the manner provided in the By-Laws. Elections of
directors need not be by ballot unless the By-Laws of the Corporation shall so
provide.
SEVENTH: The Board of Directors shall have the power without the assent or
vote of the stockholders to adopt, amend, modify or repeal By-Laws of the
Corporation.
EIGHTH: The Corporation shall, to the fullest extent permitted by law, as the
same is now or may hereafter be in effect, indemnify each person (including the
heirs, executors, administrators and other personal representatives of such
person) against expenses including attorneys' fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by such person in
connection with any threatened, pending or completed suit, action or proceeding
(whether civil, criminal, administrative or investigative in nature or
otherwise) in which such person may be involved by reason of the fact that he
or she is or was a director or officer of the Corporation or is or was serving
any other incorporated or unincorporated enterprise in such capacity at the
request of the Corporation. The Corporation shall, to the fullest extent
permitted by law, pay the expenses incurred by officers, directors and other
employees or agents of the Corporation in defending such actions, suits or
proceedings in advance of the final disposition thereof.
NINTH: To the fullest extent that elimination or limitation of the liability
of directors is permitted by law, as the same is now or may hereafter be in
effect, no director of the
Corporation shall be liable to the Corporation or its stockholders for
monetary damages for branch of his or her fiduciary duty as a director.
TENTH: The Corporation reserves the right to amend, modify or repeal any
provisions contained in this Certificate of Incorporation in the manner now or
thereafter prescribed by law, and all rights and powers conferred herein on
stockholders, directors, officers or others are granted subject to this
reservation.
ELEVENTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
the provisions of section 291 of the Title B of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any
reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of December,
1991.
/s/ Allan H. Cohen
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Allan H. Cohen
Sole Incorporator
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "DANBURY PHARMACAL CARIBE, INC.", CHANGING ITS NAME FROM "DANBURY
PHARMACAL CARIBE, INC." TO "DANBURY PHARMACAL PUERTO RICO, INC.", FILED IN
THIS OFFICE ON THE ELEVENTH DAY OF MAY, A.D. 1994, AT 12:15 O'CLOCK P.M.
[SEAL] /s/ Edward J. Freel
-------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION:
2283317 8100 8810124
DATE:
971427390 12-13-97