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§17.107PROXY STATEMENTS: STRATEGY & FORMS 17-130 © 1989 Jefren Publishing Company, Inc. EXHIBIT 1 to APPENDIX A Articles of Merger between PharmaKinetics Laboratories, Inc. (a Maryland corporation) and PharmaKinetics Laboratories, Inc. (a Virginia corporation) PharmaKinetics Laboratories, Inc., a corporation duly organized and existing under the laws of the State of Maryland (“PK-Maryland”) and PharmaKinetics Laboratories, Inc. a corporation duly organized and existing under the laws of the Commonwealth of Virginia (“PK- Virginia”), do hereby certify that: 1. PK-Maryland and PK-Virginia agree to merge. 2. The name and place of incorporation of each party to these Articles are PharmaKinetics Laboratories, Inc., a Maryland corporation, and PharmaKinetics Laboratories, Inc., a Virginia corporation. PK-Virginia shall survive the merger and shall continue under the name PharmaKinetics Laboratories, Inc. as a corporation of the Commonwealth of Virginia. 3. PK-Virginia was incorporated on _______________________, 1987 under general law and qualified to do business in Maryland on _________________________, 1987. 4. PK-Maryland has its principal office in Baltimore City and owns an interest in l and in the following counties in the State of Maryland: Baltimore City. PK-Virginia has its principal office in the Commonwealth of Virginia in Henrico County and its resident agent in the State of Maryland is __, located at ______________ Street, Baltimore, Maryland 212__. 5. The terms and conditions of the transaction set forth in these Articles were a dvised, authorized and approved by each corporation party to the Articles in the manner and by t he vote required by its charter or Articles of Incorporation and the laws of the state of its inc orporation. The manner of approval was as follows: (a) The Board of Directors of PK-Maryland, at a meeting held on September __, 1987, approved an Agreement and Plan of Merger and adopted resolutions which declared that the proposed merger was advisable on substantially the terms and conditions set forth or referred to in the resolutions and directed that the proposed merger be submitted for consideration at the next annual meeting of the stockholders of PK-Maryland. (b) The Board of Directors of PK-Virginia, at a meeting held on _____________________, 1987, approved an Agreement and Plan of Merger and adopted resolutions which declared that the proposed merger was advisable on substantially the te rms and conditions set forth or referred to in the resolutions and directed that the proposed merge r be acted upon by unanimous written consent of the sole stockholder of PK-Virginia. (c) Notice which stated that a purpose of the meeting was to act on the proposed merger was given by PK-Maryland to its stockholders of record as required by law or, in the ca se of PK-Virginia, was waived by its stockholder entitled to vote on the proposed merger. (d) At the annual meeting of stockholders held on November 16, 1987, at which 8,851,954 shares of Common Stock were entitled to be cast on the matter, the proposed merger INDEMNIFICATION§17.107 July 1989 17-131 was approved by the stockholders of PK-Maryland by a vote of _______ for and _______ against the proposed merger. §17.107PROXY STATEMENTS: STRATEGY & FORMS 17-132 © 1989 Jefren Publishing Company, Inc. (e) By written consent dated _______________________, 1987, signed by the sole stockholder of PK-Virginia and filed with the minutes of proceedings of stockholders, the proposed merger was approved by the sole stockholder of PK-Virginia. 6. No amendment to the Articles of Incorporation of PK-Virginia is to be effected as a part of the merger. 7. The total number of shares of stock of all classes which PK-Maryland has authority to issue is 26,500,000 shares, of which 25,000,000 shares are Common Stock, $.001 par value per share, and 1,500,000 shares are Preferred Stock, no par value per share. The aggregate par value of all shares of stock of all classes of PK-Maryland is $25,000. The total number of shares of stock of all classes which PK-Virginia has authority to issue is 26,500,000 shares, of which 25,000,000 shares are Common Stock, $.001 par value per share, and 1,500,000 shares are Preferred Stock, no par value per share. The aggregate par value of all the shares of stock of all classes of PK-Virginia is $25,000. 8. The merger does not increase the authorized stock of PK-Virginia. 9. The plan, manner and basis of converting or exchanging issued stock of the merging corporation into different stock of a corporation or other consideration and the treatme nt of any issued stock of the merging corporations not to be converted or exchanged are as follows: (a) Each issued and outstanding share of the Common Stock of PK-Virginia presently issued and outstanding in the name of PK-Maryland shall be cancelled on the effective dat e of the merger and retired and resume the status of authorized and unissued shares of Common Stock of PK-Virginia, and no shares of PK-Virginia Common Stock shall be issued in respect thereof. (b) Each issued and outstanding share of Common Stock of PK-Maryland on the effective date of the merger shall, upon effectiveness and without further act, be convert ed into, and become one share of Common Stock of PK-Virginia. (c) As soon as practicable following the effective date of the merger, each holder of issued and outstanding shares of Common Stock of PK-Maryland shall be entitled to surrender to PK-Virginia the certificates representing the shares of Common Stock of PK-Maryland held by such holder immediately prior to effectiveness of the merger, and, upon such surrender, shall be entitled to receive in exchange therefor a certificate or certificates re presenting the number of shares of Common Stock of PK-Virginia deliverable in respect thereof. (d) On the effective date of the merger, PK-Virginia will assume and continue all existing PK-Maryland stock option plans and all then outstanding options to acquire stock of PK- Maryland. Each outstanding option to purchase shares of Common Stock of PK-Maryland which is outstanding immediately prior to the effective date of the merger shall, upon effe ctiveness and without further act, be converted into and become an option to purchase the same number of shares of Common Stock of PK-Virginia at the same option price per share and upon the same terms and subject to the same conditions as set forth in such plans and options. The sam e number of shares of PK-Virginia Common Stock shall be reserved for the purposes of such plans and options as is equal to the number of shares of PK-Maryland Common Stock so reserved immediately prior to the effective date of the merger. 10. The merger shall become effective upon acceptance for record of these Articles by the State Department of Assessments and Taxation of Maryland and upon the issuance of a Certificate of Merger by the State Corporation Commission of the Commonwealth of Virginia. INDEMNIFICATION§17.107 July 1989 17-133 IN WITNESS WHEREOF, PharmaKinetics Laboratories, Inc. and PharmaKinetics Laboratories, Inc. have caused these presents to be signed in their respective names and on their respective behalves by their respective presidents on ________________________, 19__. §17.107PROXY STATEMENTS: STRATEGY & FORMS 17-134 © 1989 Jefren Publishing Company, Inc. ATTEST: PharmaKinetics Laboratories, Inc., a Maryland corporation _________________________________________ By: ___________________________(SEAL) Secretary President ATTEST: PharmaKinetics Laboratories, Inc., a Virginia corporation _________________________________________ By: ___________________________(SEAL) Secretary President THE UNDERSIGNED, President of PharmaKinetics Laboratories, Inc., a Maryland corporation, who executed on behalf of the Corporation the foregoing Articles of Merger of which this certificate is made a part, hereby acknowledges the foregoing Articles of Merger to be the corporate act of said Corporation and as to all other matters required to be verified under oath, states that, to the best of his knowledge, information and belief, the matters and facts set forth therein are true in all material respects, and that this statement is made under the penalties of perjury. ____________________________________ ____ President THE UNDERSIGNED, President of PharmaKinetics Laboratories, Inc., a Virginia corporation, who executed on behalf of the Corporation the foregoing Articles of Merger of which this certificate is made a part, hereby acknowledges in the name and on be half of said Corporation the foregoing Articles of Merger to be the corporate act of said Corporation and hereby certifies that to the best of his knowledge, information and belief the matt ers and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury. ____________________________________ ____ President PharmaKinetics Laboratories, Inc. 10/8/87