Exhibit 3.07
ARTICLES OF INCORPORATION
OF
QSUB, INC.
The undersigned does hereby submit these Articles of
Incorporation for the purpose of forming a business corporation under and by
virtue of the laws of the State of North Carolina:
1. The name of the corporation is Qsub, Inc.
2. The corporation shall have authority to issue One
Million (1,000,000) shares of common stock with $0.01 value per share.
3. The address of the initial registered office of the
corporation in the State of North Carolina is 4709 Creekstone Drive,
Riverbirch Building, Suite 200, Durham, Durham County, North Carolina
27703, and the name of its initial registered agent at such address is
Thomas C. Perkins.
4. The address of the principal office of the
corporation is 4709 Creekstone Drive, Riverbirch Building, Suite 200,
Durham, Durham County, North Carolina 27703
5. The name and address of the incorporator is
Christopher B. Capel, 2500 First Union Capitol Center, Raleigh, Wake
County, North Carolina 27601.
6. A director of the corporation shall not be personally
liable to the corporation or otherwise for monetary damages for breach
of any duty as a director, except for liability with respect to (i)
acts or omissions that the director at the time of such breach knew or
believed were clearly in conflict with the best interests of the
corporation; (ii) any liability under N.C. Gen. Stat. Section 55-8-33;
or (iii) any transaction from which the director derived an improper
personal benefit. If the North Carolina Business Corporation Act is
amended to authorize corporate action for further eliminating or
limiting personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the
fullest extent permitted by the North Carolina Business Corporation
Act, as so amended. Any repeal or modification of this
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paragraph shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or
modification.
7. The provisions of Article 9 and Article 9A of the
North Carolina Business Corporation Act, entitled "The North Carolina
Shareholder Protection Act" and "The North Carolina Control Share
Acquisition Act," respectively, shall not be applicable to the
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of March,
2002.
/s/ Christopher B. Capel
-----------------------------
Cristopher B. Capel, Incorporator
SMITH, ANDERSON, BLOUNT. DORSETT,
MITCHELL & JERNIGAN. L.L.P.
2500 First Union Capitol Center
Raleigh, North Carolina 27601
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ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
QSUB, INC.
Pursuant to Section 55-10-06 of the North Carolina Business Corporation
Act, the undersigned corporation hereby submits these Articles of Amendment to
Articles of Incorporation for the purpose of amending its Articles of
Incorporation:
1. The name of the corporation is Qsub, Inc.
2. The Articles of Incorporation of the corporation are hereby
amended as follows:
Article I of the Articles of Incorporation is hereby deleted
in its entirety and is replaced with the following Article I:
"1. The name of the corporation is Q-Bioglan, Inc."
3. Since the corporation has not yet issued shares, the foregoing
amendment has been approved by the undersigned sole
incorporator in accordance with Section 55-10-05 of the North
Carolina Business Corporation Act.
4. These Articles of Amendment will become effective upon filing.
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March.
2002.
QSUB, INC.
By: /s/ Christopher B. Capel
----------------------------
Christopher B. Capel
Incorporator
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ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
Q-BIOGLAN, INC.
Pursuant to Section 55-10-06 of the North Carolina Business Corporation
Act, the undersigned corporation hereby submits these Articles of Amendment for
the purpose of amending its Articles of Incorporation:
1. The name of the corporation is Q-Bioglan, Inc.
2. The Articles of Incorporation of the corporation are hereby
amended as follows:
Article I of the Articles of Incorporation is hereby deleted
in its entirety and is replaced with the following Article I:
"1. The name of the corporation is Bioglan Pharmaceuticals
Company."
3. The foregoing amendment was approved and proposed and
recommended by the Board of Directors and approved by the sole
shareholder in accordance with the provisions of Chapter 55 of
the North Carolina General Statutes and the corporation's
articles of incorporation. The date of adoption was 5/23/2002
4. These Articles of Amendment will become effective upon filing.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of May,
2002.
Q-BIOGLAN, INC.
By: /s/ Thomas C. Perkins
---------------------
Thomas C. Perkins
Vice President
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