` SOSID: 703942
`Date Filed: 12/22/2003 10:58:00 AM
`
`
`Elaine F. Marshall
`
`
`
`North Carolina Secretary of State
`
`C200335300447
`
` Coastal Pharmaceuticals Inc.
`
`ARTICLES OF INCORPORATION
`
`The undersigned, hereby submits 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 Coastal Pharmaceuticals Inc.
`
`The corporation shall have authority to issue ten thousand (10,000) shares of
`2.
`common stock, with no par value per share. "Par value" shall mean the dollar amount fixed as the
`nominal or face value, as opposed to the market value, of each share of common stock.
`
`The street address and county of the initial registered office of the corporation in the
`3.
`State of North Carolina is 1240 Sugg Parkway, Greenville, Pitt County, North Carolina 27834, and
`the name of its initial registered agent at such address is William Phillip Hodges.
`
`The street address and county of the principal office of the Corporation is 1240 Sugg
`4.
`Parkway, Greenville, Pitt County, North Carolina 27834.
`
`The name and address of the incorporator is Martin H. Brinkley, Smith, Anderson,
`5.
`Blount, Dorsett, Mitchell & Jemigan, L.L.P. 2500 Wachovia Capitol Center, Raleigh, Wake
`County, North Carolina 27601.
`
`A director of the corporation shall not be personally liable to the corporation or
`6.
`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 for unlawful
`distribution under Section 55—8-33 of the North Carolina General Statutes; 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 the foregoing paragraph shall not adversely affect any
`right or protection of a director of the corporation existing at
`the time of such repeal or
`modification.
`
`The provisions of Article 9 and Article 9A of the North Carolina Business
`7.
`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.
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`SENJU EXHIBIT 2024
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`METRICS V. SENJU
`IPR2014—01041
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`Page 1 of 2
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`SENJU EXHIBIT 2024
`METRICS v. SENJU
`IPR2014-01041
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`To the extent permitted by the North Carolina General Statutes, any action
`8.
`required or permitted to be taken at a meeting of the shareholders may be taken without a
`meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be
`signed by the holders of outstanding stock having not less than the minimum number of votes
`that would be necessary to authorize or take the action at a meeting at which all shareholders
`entitled to vote thereon were present and voted. A shareholder’s consent to action taken without
`meeting may be by electronic mail or in any other electronic form and delivered by electronic
`means. Except as expressly set forth in these Articles, if shareholder approval is obtained by
`action without meeting for (i) an amendment to the Company's articles of incorporation, (ii) a
`plan of merger or share exchange, (iii) a plan of conversion, (iv) the sale, lease, exchange or
`other disposition of all, or substantially all, of the Company's property, or (v) a proposal for
`dissolution, the Company shall not be required to give any shareholder notice of the proposed
`action at any time before the action is taken.
`
`Ha
`IN WITNESS WHEREOF, I have hereunto set my hand this the K day of December,
`
`2003.
`
`Martin H. Brinkley, Incorporator a
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