Exhibit 3.3 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ACT (CAP.291) CERTIFICATE OF INCORPORATION (SECTION 11) NO. 103705 The Registrar of Companies of the British Virgin Islands HEREBY CERTIFIES pursuant to the International Business Companies Act, (Cap.291) that SALIX PHARMACEUTICALS, LTD. is incorporated in the British Virgin Islands as an International Business Company, and that the former name of the said company was SALIX HOLDINGS, LTD. which name has been changed 3rd day of March, 1998 to SALIX PHARMACEUTICALS, LTD. [SEAL] Given under my hand and seal at Road Town in the Island of Tortola /s/ [unreadable signature] CRTI014A REGISTRAR OF COMPANIES INTERNATIONAL BUSINESS COMPANIES ORDINANCE, FILED ------------------------------------------ MAR 03 1998 CAP291 Registry of Companies ------ British Virgin Islands SECTION 16(2) NOTICE OF AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION TO: REGISTRAR OF COMPANIES RE: SALIX HOLDINGS, LTD. IBC NO 103705 ________________________________________________________________________________ We, HWR SERVICES LIMITED of Craigmuir Chambers, Road Town, Tortola, British Virgin Islands, Registered Agent of the above Company, hereby certify that the document annexed hereto is a true extract of the Minutes of a Meeting of the Board of Directors passed on 10th December, 1997 changing the name of the Company and amending the Memorandum and Articles of Association accordingly. Dated this 3rd day of March, 1998 /s/ [unreadable signature] - ----------------------------------------- HWR SERVICES LIMITED Registered Agent ________________________________________________________________________________ For official use only SALIX HOLDINGS, LTD. FILED -------------------- MAR 03 1998 (the "Company") Registry of Companies (An International Business Company) British Virgin Islands TRUE EXTRACT OF THE MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY PASSED ON 10TH DECEMBER, 1997 AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION - --------------------------------------------------- RESOLVED that subject to the approval of the Registrar of Companies of the British Virgin Islands, the name of the Company be changed to SALIX PHARMACEUTICALS, LTD. and that the Memorandum and Articles of Association of the Company be amended accordingly. Dated this 3rd day of March, 1998 /s/ [unreadable signature] - -------------------------------------------- HWR SERVICES LIMITED Registered Agent