Exhibit 4.1

 



 

	
Form 1
    	
ARTICLES   OF INCORPORATION
    
	
Business
    	
STATUTS CONSTITUTIFS
    
	
Corporations
    	
1.
    	
The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS)
    
	
Act
    	
 
    	
Dénomination sociale de la société : (Écrire en   LETTRES MAJUSCULES SEULEMENT)
    
	
 
    	
CIPHER PHARMACEUTICALS INC.
    
	
Formule   1
    	
 
    	
 
    
	
Loi sur   les
    	
2.
    	
The address of the registered office is: 
    
	
sociétés   par
    	
 
    	
Adresse du siége social :
    
	
actions
    	
 
    	
 
    
	
 
    	
 
    	
966 Pantera Drive
    
	
 
    	
 
    	
(Street & Number   or R.R. Number & if Multi-Office Building give Room No.)
    
	
 
    	
 
    	
(Rue et   numéro ou numéro de la R.R. et, s’il s’agit d’un édifice à bureaux, numéro du   bureau)
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Mississauga
    	
ONTARIO L4W2S1
    
	
 
    	
 
    	
(Name of Municipality or Post Office)
    	
(Postal Code)
    
	
 
    	
 
    	
(Nom de la   municipalité ou du bureau de poste)
    	
(Code postal)
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
minimum/minimal
    	
maximum/maximal
    
	
 
    	
3.
    	
Number (or minimum and maximum number) of directors is/are:
    	
 
    	
 
    
	
 
    	
 
    	
Nombre (ou nombres minimal et maximal)   d’administrateurs :
    	
1
    	
10
    
	
 
    	
 
    	
 
    
	
 
    	
4.
    	
The first director(s) is/are:

Premier(s) administrateur(s) :

 

First name, middle names and surname Prénom,   autres Prénoms et nom de famille
    	
Address for service, giving Street & No. or R.R. No.,   Municipality, Province, Country and Postal Code

Domicile   élu, y compris la rue et le numéro, le numéro de la R.R. ou le nom de la   municipalite, la province, le pays et le code postal
    	
Resident Canadian? 

Yes or No

Résident canadien?

Oui/Non
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
Donna Aronson
    	
245 Howland Avenue
    	
Yes
    
	
 
    	
 
    	
Apt. B4
    	
 
    
	
 
    	
 
    	
Toronto, Ontario, Canada M5R   3B7
    	
 
    
								


 

	
07116 (01/2002)
    	
Corporatek
    


 

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5.
    	
Restrictions, if any, on business the corporation may carry on or on   powers the corporation may exercise. Limites,   s’il y a lieu, imposées aux activités commerciales ou aux pouvoirs de la société.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
None
    
	
 
    	
 
    	
 
    
	
 
    	
6.
    	
The classes and any maximum number of shares that the corporation is   authorized to issue: 

Catégories et nombre maximal, s’il y a lieu,   d’actions que la société est autorisée á émettre :
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
An unlimited number of shares to be designated as preference shares,   issuable in series.
    
	
 
    	
 
    	
An unlimited number of common shares.
    


 

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7.
    	
Rights, privileges, restrictions and conditions (if any) attaching to   each class of shares and directors authority with respect to any class of   shares which may be issued in series:

Droits, priviléges, restrictions et conditions,   s’il y a lieu, rattachés á chaque catégorie d’actions et pouvoirs des   administrateurs relatifs á chaque catégorie d’actions qui peut étre émise en   série :
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
A. PREFERENCE SHARES
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.                                      Directors’ Authority to   Issue One or More Series

 

1.1                               The board of directors of   the Corporation may issue the Preference Shares at any time and from time to   time in one or more series. Before the first shares of a particular series   are issued, the board of directors of the Corporation may fix the number of   shares in such series and shall determine, subject to the limitations set out   in the articles, the designation, rights, privileges, restrictions and   conditions to attach to the shares of such series including, without limiting   the generality of the foregoing, the rate or rates, amount or method or   methods of calculation of preferential dividends, whether cumulative or   non-cumulative or partially cumulative, and whether such rate(s), amount or   method(s) of calculation shall be subject to change or adjustment in the   future, the currency or currencies of payment, the date or dates and place or   places of payment thereof and the date or dates from which such preferential   dividends shall accrue, the redemption price and terms and conditions of   redemption (if any), the rights of retraction (if any), and the prices and   other terms and conditions of any rights of retraction and whether any   additional rights of retraction may be vested in such holders in the future,   voting rights and conversion or exchange rights (if any) and any sinking   fund, purchase fund or other provisions attaching thereto. Before the issue   of the first shares of a series, the board of directors of the Corporation   shall send to the Director (as defined in the Business Corporations Act)   articles of amendment in the prescribed form containing a description of such   series including the designation, rights, privileges, restrictions and   conditions determined by the directors.

 

2.                                      Ranking of Preference   Shares

 

2.1                               No rights, privileges,   restrictions or conditions attaching to a series of Preference Shares shall   confer upon a series a priority in respect of dividends or return of capital   in the event of the liquidation, dissolution or winding-up of the Corporation   over any other series of Preference Shares. The Preference Shares of each   series shall rank on a parity with the Preference Shares of every other   series with respect to priority in the payment of dividends and the return of   capital and the distribution of assets of the Corporation in the event of the   liquidation, dissolution or winding-up of the Corporation, whether voluntary   or involuntary, or any other distribution of the assets of the Corporation   among its shareholders for the purpose of winding up its affairs.

 

2.2                               The Preference Shares   shall be entitled to priority over the Common Shares of the Corporation and   over any other shares of any other class of the Corporation ranking junior to   the Preference Shares with respect to priority in the payment of dividends   and the return of capital and the distribution of assets in the event of the   liquidation, dissolution or winding-up of the Corporation, whether voluntary   or involuntary, or any other distribution of the assets of the Corporation among   its shareholders for the purpose of winding up its affairs.
    


 

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7. 
    	
Continued
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
2.3                               If any amount   of cumulative dividends, whether or not declared, or declared non-cumulative   dividends or amount payable on a return of capital in the event of the   liquidation, dissolution or winding-up of the Corporation in respect of a   series of Preference Shares is not paid in full, the Preference Shares of all   series shall participate rateably in respect of all accumulated cumulative   dividends, whether or not declared, and all declared non-cumulative dividends   in accordance with the sums that would be payable on such shares if all such   dividends were declared and paid in full, and in respect of amounts payable   on return of capital in the event of the liquidation, dissolution or   winding-up of the Corporation in accordance with the sums that would be   payable on such repayment of capital if all sums so payable were paid in   full; provided, however, that in the event of there being insufficient assets   to satisfy in full all such claims as aforesaid, the claims of the holders of   the Preference Shares with respect to amounts payable on return of capital   shall first be paid and satisfied and any assets remaining thereafter shall   be applied towards the payment and satisfaction of claims in respect of   dividends.

 

2.4                               The   Preference Shares of any series may also be given such other preferences not   inconsistent with the provisions hereof over the Common Shares and over any   other shares ranking junior to the Preference Shares as may be determined in   the case of such series of Preference Shares.

 

2.5                               In the event   of the liquidation, dissolution or winding-up of the Corporation, whether   voluntary or involuntary, or any other distribution of the assets of the   Corporation among its shareholders for the purpose of winding up its affairs,   the holders of each series of Preference Shares shall, before any amount   shall be paid to or any property or assets of the Corporation distributed   among the holders of the Common Shares of the Corporation or any other shares   of the Corporation ranking junior to the Preference Shares, be entitled to   receive: (i) an amount equal to the stated capital attributed to each   series of Preference Shares, respectively, together with, in the case of a   series of Preference Shares entitled to cumulative dividends thereon, all   unpaid accumulated cumulative dividends, whether or not declared, (which for   such purpose shall be calculated as if such cumulative dividends were accruing   from day to day for the period from the expiration of the last period for   which such cumulative dividends were paid up to but excluding the date of   distribution) and, in the case of a series of Preference Shares entitled to   non-cumulative dividends, all declared and unpaid non-cumulative dividends   thereon; and (ii) if such liquidation, dissolution, winding-up or   distribution shall be voluntary, an additional amount, if any, equal to any   premium which would have been payable on the redemption of any series of   Preference Shares had they been called for redemption by the Corporation   effective the date of distribution and, if any series of Preference Shares   could not be redeemed on such date, then an additional amount equal to the   greatest premium, if any, which would have been payable on the redemption of   any other series of Preference Shares.

 

3.                                      Restrictions   on Dividends and Redemptions, etc.

 

3.1                               No dividends shall at any   time be declared or paid on or set apart for payment on the Common Shares or   any other shares of the Corporation ranking junior to the Preference Shares   unless all dividends up to and including the dividend payable for the last   completed period for which such dividends shall be payable on each series of   Preference Shares then issued and outstanding shall have been declared and   paid or set apart for payment at the date of such declaration or payment or   setting apart for payment on the Common Shares or such other shares of the   Corporation ranking junior to the Preference Shares; nor shall the   Corporation call for redemption, redeem, purchase for cancellation, acquire   for value or
    


 

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7.  
    	
Continued
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
reduce or otherwise pay off any of the Preference Shares (less than   the total amount then outstanding) or any Common Shares or any other shares   of the Corporation ranking junior to the Preference Shares unless and until   all dividends up to and including the dividends payable for the last   completed period for which such dividends shall be payable on each series of   the Preference Shares then issued and outstanding shall have been declared   and paid or set apart for payment at the date of such call for redemption,   purchase, acquisition, reduction or other payment.

 

4.                                      Voting Rights

 

4.1                               Except as   hereinafter referred to or as otherwise provided by law or in accordance with   any voting rights which may from time to time be attached to any series of   Preference Shares, the holders of the Preference Shares as a class shall not   be entitled as such to receive notice of, to attend or to vote at any meeting   of the shareholders of the Corporation.

 

5.                                      Approval of   the Holders of the Preference Shares

 

5.1                               The approval   of the holders of the Preference Shares with respect to any and all matters   hereinbefore referred to may be given by at least two-thirds of the votes   cast at a meeting of the holders of the Preference Shares duly called for   that purpose and held upon at least 21 days’ notice at which the holders of a   majority of the outstanding Preference Shares are present or represented by   proxy. If at any such meeting the holders of a majority of the outstanding   Preference Shares are not present or represented by proxy within one-half   hour after the time appointed for such meeting, then the meeting shall be   adjourned to such date being not less than 30 days later and to such time and   place as may be appointed by the chairman and not less than 21 days’ notice   shall be given of such adjourned meeting. At such adjourned meeting the   holders of the Preference Shares present or represented by proxy may transact   the business for which the meeting was originally called and a resolution   passed thereat by not less than two-thirds of the votes cast at such   adjourned meeting shall constitute the approval of the holders of the   Preference Shares referred to above. The formalities to be observed with   respect to the giving of notice of any such meeting or adjourned meeting and   the conduct thereof shall be those from time to time prescribed by the Business Corporations Act and the   by-laws of the Corporation with respect to meetings of shareholders. On every   poll taken at every such meeting or adjourned meeting every holder of   Preference Shares shall be entitled to one vote in respect of each Preference   Share held.

 

B.                                    COMMON SHARES

 

1.                                      Dividends
    
	
 
    	
 
    
	
 
    	
Subject to the prior rights of the holders   of the Preference Shares and any other shares ranking senior to the Common   Shares with respect to priority in the payment of dividends, the holders of   Common Shares shall be entitled to receive dividends and the Corporation   shall pay dividends thereon, as and when declared by the board of directors   of the Corporation out of moneys properly applicable to the payment of   dividends, in such amount and in such form as the board of directors of the   Corporation may from time to time determine, and all dividends which the   board of directors of the Corporation may declare on the Common Shares shall   be declared and paid in equal amounts per share on all Common Shares at the   time outstanding.
    


 

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7.
    	
Continued
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
2.                                           Dissolution

 

In the event of the dissolution,   liquidation or winding-up of the Corporation, whether voluntary or   involuntary, or any other distribution of assets of the Corporation among its   shareholders for the purpose of winding up its affairs, subject to the prior   rights of the holders of the Preference Shares and any other shares ranking   senior to the Common Shares with respect to priority in the distribution of   assets upon dissolution, liquidation, winding-up or distribution for the   purpose of winding-up, the holders of the Common Shares shall be entitled to   receive the remaining property and assets of the Corporation.

 

3.                                           Voting Rights

 

The holders of the Common   Shares shall be entitled to receive notice of and to attend all meetings of   the shareholders of the Corporation and shall have one vote for each Common   Share held at all meetings of the shareholders of the Corporation, except   meetings at which only holders of another specified class or series of shares   of the Corporation are entitled to vote separately as a class or series.
    


 

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8.
    	
The issue, transfer or ownership of shares is/is not restricted and   the restrictions (if any) are as follows:
    
	
 
    	
 
    	
Lérnission, le transfert   ou la propriété d’actions est/n’est pas restreint. Les restrictions, s’il y a   lieu, sont les suivantes :
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
None
    


 

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9.
    	
Other provisions if any:
    
	
 
    	
 
    	
Autres dispositions, s’il y a lieu :
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
None
    


 

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10.
    	
The names and addresses of the incorporators are:
    
	
 
    	
 
    	
Noms et adresses des fondateurs :
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
First name, middle names and surname or corporate name Prénom, autres prénoms et nom de famille ou dénomination   sociale
    	
Full address for service or address of registered office or of   principal place of business giving street & No. or R.R. No.,   municipality and postal code
    
	
 
    	
 
    	
 
    	
Domicile élu   au complet, adresse du siége social ou adresse de l’établissement principal,   y compris la rue et le numéro ou le numéro de la R.R., le nom de la   municipalité et le code postal
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Donna Aronson
    	
245 Howland Avenue, Apt. B4 Toronto, Ontario, Canada M5R 3B7
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
These articles are signed in duplicate.

Les présents statuts sont signés en double   exemplaire.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Signatures of incorporator(s) /
    
	
 
    	
 
    	
Signatures des fondateurs
    


 

	
 
    	
 
    
	
 
    	
/s/ Donna Aronson
    
	
 
    	
Donna Aronson
    


 

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