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Articles of Incorporationof PharmaKinetics Laboratories, Inc. 1. The name of the corporation is PharmaKinetics Laboratories, Inc. (hereinafter referred to as the "Corporation"). 2. The purposes for which the Corporation is organized are: A. To transact any lawful business not required to be stated in the Articles of Incorporation under the Virginia Stock Corporation Act (the "Act"); and B. Without in any way limiting the foregoing purpose, to engage for profit in businesses of bioavailability testing in human, non-prisoner, volunteers with complete laboratory capabilities in microbiological and chemical assays and of providing complete in vitro and in vivo evaluations of drug dosage forms. 3. A. The total number of shares of stock which the Corporation has authority to issue is 26,500,000 shares, having an aggregate par value of $25,000, of which 25,000,000 shares, $.001 par value per share, amounting in aggregate par value to $25,000, are Common Stock, and 1,500,000 shares, no par value per share, are Preferred Stock. B. Subject to applicable laws and to this Article 3, the Board of Directors of the Corporation may determine the preferences, limitations and relative rights of the Pre ferred Stock and of any series of such Preferred Stock. Such determination may include, without limitati on, provisions with respect to voting rights (including rights with respect to any transaction of a specified nature), redemption, convertibility, distributions and preferences as to dividends, on dissolution or otherwise. C. Subject to applicable laws and to any rights of holders of shares of the Preferred Stoc k at the time outstanding, the holders of shares of Common Stock at the time outstanding shall be entitled (1) to receive such distributions, in cash or other property (including shares of Common Stock or of Preferred Stock or any series tbereof, whether or not shares of Preferred Stock or any such series shall be then outstanding), as the Board of Directors may determine, (2) to have one vote per share on each matter as to which a vote of shareholders shall be taken and (3) in the event of dissolution, whether voluntary or involuntary, to receive the net assets of the Corporation. D. Subject to applicable laws and to this Article 3, the Board of Directors of the Corporation may designate by series any shares of Preferred Stock that have not been issued or redesignate any shares of Preferred Stock that have been issued and reacquired as shares of some other series. Such designation or redesignation shall be set forth in articles of amendment , which may become effective without shareholder action. E. The private property of the shareholders of the Corporation shall not be subject to payment of corporate debts to any extent whatever. 4. The initial registered office of the Corporation shall be CT Corporation System, located at 5511Staples Mill Road, Richmond, Virginia 23228, in the county of Henrico, and the initial registered agent shall be ______________________ who is a resident of Virginia and a member of the Virginia State Bar and whose business office is the same as the initial registered office. 5. A. No holder of any class of stock of the Corporation shall have any preemptive right to subscribe for, purchase or acquire (1) any shares of stock of the Corporation, (2) any securities convertible into or exchangeable for any such shares or (3) any options, warrants or rights to subscribe for, purchase or acquire any of such shares or securities. B. Rights, options or warrants for the purchase of shares of any class of stock of the Corporation may be issued to officers or employees of the Corporation and to any other person, without the approval of the shareholders, upon such terms and conditions and for such consideration as may be approved by the Board of Directors. 6. The Board of Directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the bylaws of the Corporation. The names of the directors who sha ll serve until the first annual meeting and until their successors are elected and qual ify are as follows: John N. Anderson, Thomas E. Bass, Michael D. Dunn, Mark B. Perkal, Alan G. Woodman and Steven A. Woodman. 7. A. The vote of the holders of two thirds of the outstanding shares of stock of the Corporation held by each voting group (as determined in accordance with the Act) entitled to vote on the matter is required for approval of any of the following that by applicable law are requi red to be submitted to shareholders for their approval: (1) any amendment or restatement of the Artic les of Incorporation of the Corporation, (2) a plan of merger, (3) a plan of share exchange, (4) the sale, lease, exchange or other disposition of all or substantially all of the property of the Corpora tion otherwise than in the usual and regular course of its business or (5) a proposal to dissolve the Corporation. B. Article 14 of the Act relating to the voting requirements for any affiliated t ransaction (as defined in the Act) shall apply to the Corporation, provided, however, that for purposes of the Act, "disinterested director" shall include (1) each initial director of the Corporati on and (2) as to any interested shareholder (other than an interested shareholder who is not, prior to becomi ng an interested shareholder, a director or an affiliate or an associate of a director), ea ch person who is subsequently elected a director of the Corporation after the determination date for such interested shareholder. 8. The Board of Directors shall have the power to make, amend or repeal the Bylaws of the Corporation. 9. A. For purposes of this Article 9, the following definitions shall apply: 1. "Corporation" means only this Corporation and PharmaKinetics Laboratories, Inc., a Maryland corporation, which merged into this Corporation, and no other predecessor entity or other legal entity; 2. "Expenses" include counsel fees, expert witness fees and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification; 3. "Liability" means any obligation to pay a judgment, settlement, penalty, fine or other such obligation, including, without limitation, any excise tax assessed with respect to an employee benefit plan; 4. "Legal entity" means a corporation, partnership, joint venture, trust, employee benefit plan or other person; 5. "Predecessor entity" means a legal entity the existence of which ceased upon its acquisition by the Corporation in a merger or otherwise; and 6. "Proceeding" means any threatened, pending or completed action, suit, proceeding or appeal, whether civil, criminal, administrative or investigative and whether formal or informal. B. In every instance permitted by the Act, as it exists on the date hereof or may hereafter be amended, the liability of a director or officer of the Corporation to the Corporat ion or its shareholders arising out of a single transaction, occurrence or course of conduct shall be limi ted to $1.00. C. The Corporation shall indemnify any individual who is, was or is threatened to be m ade a party to a proceeding(including a proceeding by or in the right of the Corporation) because he i s or was a director or officer of the Corporation or because he is or was Eerving the Corporation or any other legal entity in any capacity at the request of the Corporation while a director or officer of the Corporation against all liabilities and expenses incurred in the proceeding exce pt such liabilities and expenses as are incurred because of his willful misconduct or a knowing vi olation of the criminal law. Service as a director or officer of a legal entity controll ed by the Corporation shall be deemed service at the request of the Corporation. The determination that indemnification under this paragraph C is permissible in a specific case shall be made, in the c ase of a director, by the Board of Directors, or a committee thereof, by majority vote of a quorum consisting of directors not at the time parties to the proceeding, by special legal counsel or by the shareholders (but shares owned by or voted under the control of directors who are at the time parties to t he proceeding may not be voted on the determination), and in the case of an officer, as provi ded in paragraph D of this Article 9; provided, however, that if a majority of the directors of the Corporation has changed after the date of the alleged conduct giving rise to a clai m for indem- nification, such determination and evaluation shall, at the option of the person cla iming indemnification, be made by special legal counsel agreed upon by the Board of Directors a nd such person. Unless a determination has been made that indemnification is not permissibl e, the Corporation shall promptly make advances and reimbursements for expenses incurred by a director or officer in a proceeding upon receipt of an undertaking from him to repay the sam e if it is ultimately determined that he is not entitled to indemnification. Such undert aking shall be an unlimited, unsecured general obligation of the director or officer and shall be accepted without reference to his ability to make repayment. The termination of a proceeding by j udgment, order, settlement, consent, or upon a plea of nolo contendere or its equivalent shall not of itse lf create a presumption that a director or officer acted in such a manner as to make him inel igible for indemnification. The Corporation is authorized to contract in advance to indemnify a nd make advances and reimbursements for expenses to any of its directors or officers to the same exte nt provided in this paragraph C. D. The Corporation may, to a lesser extent or to the same extent that it is required to provide indemnification and make advances and reimbursements for expenses to its directors and offic ers pursuant to paragraph C, provide indemnification and make advances and reimbursements for expenses to its employees and agents, the directors, officers, employees and agents of it s subsidiaries and predecessor entities, and any person serving any other legal entity in any capacity at the request of the Corporation, and may contract in advance to do so. T he determination that indemnification under this paragraph D is permissible and the aut horization of such indemnification and expenses in a specific case shall be made as authorized from time to time by general or specific action of the Board of Directors, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person's ri ghts under paragraph C of this Article 9 shall be limited by the provisions of this paragraph D. E. Special legal counsel selected to make determinations under this Article 9 may be counsel for the Corporation. The Corporation is authorized to purchase and maintain insurance against any liability it may have under this Article 9 or to protect any of the persons name d above against any liability arising from their service to the Corporation or any other legal entit y at the request of the Corporation regardless of the Corporation's power to indemnify against such liability. Indemnification pursuant to this Article 9 shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to contract, indemnification by legal entities other than the Corporation and indemni fication under policies of insurance purchased and maintained by the Corporation or others. However, no person shall be entitled to indemnification by the Corporation to the extent he is indemnified by another person, including an insurer. The provisions of this Article 9 shall not be deemed to preclude the Corporation from entering into contracts otherwise permitted by law with any individuals or legal entities, including those named above. Neither the amendment or repeal of this Article 9 nor the adoption of any provision of the charter inconsistent with this Articl e 9 shall apply to or affect in any way the rights provided under this Article 9 with respect to any act or omission occurring prior to such amendment, repeal or adoption. The Corporation shall promptly take all such actions, and make all such determinations, as shall be nec essary or appropriate to comply with its obligation to make such indemnity and shall promptly pay or reimburse all expenses, including attorneys' fees, incurred by any such director or officer in connection with such actions and determinations or proceedings of any kind arising therefrom. F. The rights of each director or officer of the Corporation under this Article 9 or as ot herwise provided by law shall continue regardless of cessation of his status as such and shall inure t o the benefit of his respective heirs, executors, administrators and legal representatives. G. The provisions of this Article 9 shall be applicable regardless of when a transaction, occurrence or course of conduct on which a proceeding is based, in whole or in part, took place. H. Each provision of this Article 9 shall be severable, and an adverse determination a s to any such provision shall in no way affect the validity of any other provision. The provisions of this Article 9 shall be in addition to, and not in limitation of, all rights to indemnity and payment or reimbursement of expenses required or permitted by applicable provisions of law. IN WITNESS WHEREOF, I have signed these Articles of Incorporation, acknowledging the same to be my act on ______________________ 1987. Thomas P. Rice, Incorporator