EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
MEDICAL TECHNOLOGY VENTURES, INC.
A CLOSE CORPORATION
FIRST. The name of the this Corporation is MEDICAL TECHNOLOGY VENTURES,
INC.
SECOND. Its registered office in he State of Delaware is to be located
at 725 Market Street, City of Wilmington, County of New Castle. The registered
agent in charge thereof is The Company Corporation, address "same as above."
THIRD. The nature of the business and, the objects and purposes
proposed to be transacted, promoted and carried on, are to engage in any lawful
act or activity for which corporation may be organized under the General
Corporation Law of Delaware.
FOURTH. The amount of total authorized capital stock of the corporation
is divided into 1000 shares of .10 par value.
FIFTH. The name and mailing address of the incorporator is as follows:
Regina Cephas
725 Market Street
Wilmington, DE 19801
SIXTH. The powers of the incorporator are to terminate upon filing of
the certificate of incorporation, and the name and mailing addresses of the
persons who are to serve as director(s) until their successors are elected are
as follows:
Name and address of director(s):
Dr. Edward G. Gregor
3317 Wake Drive
Kensington, MD 20895
SEVENTH. All of the corporations issued stock, exclusive of treasury
shares, shall be held of record by not more than thirty (30) persons.
EIGHTH. All of the issued stock of all classes shall be subject to the
following restriction on transfer permitted by Section 202 of the General
Corporation Law.
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Each stockholder shall offer to the Corporation or to other
stockholders of the corporation a thirty (30) day "first refusal" option to
purchase his stock should he elect to sell his stock.
NINTH. The corporation shall make no offering of any of its stock of
any class which would constitute a "public offering" within the meaning of the
United States Securities Act of 1933, as it may be amended from time to time.
I, THE UNDERSIGNED, for the purpose of forming a corporation under the
laws of the State of Delaware do make, file and record this certificate, and do
certify that the facts herein stated are true and I have accordingly hereunto
set my hand.
DATED AT: 5/29/88 /S/ REGINA CEPHAS
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REGINA CEPHAS
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