**Exhibit 3.1**

 

CERTIFICATE OF INCORPORATION

 

OF

 

CDRV DELAWARE, INC.

 

FIRST: The name of the Corporation is CDRV Delaware, Inc.

 

SECOND: The Corporation’s registered office in the State of Delaware is at 1209 OrangeStreet in the City of Wilmington, County of New Castle.  The name of itsregistered agent at such address is The Corporation Trust Company.

 

THIRD: The nature of the business of the Corporation and its purpose is to engage inany lawful act or activity for which corporations may be organized under theGeneral Corporation Law of the State of Delaware.

 

FOURTH: The total number of shares of stock which the Corporation shall have authorityto issue is 100 shares of Common Stock, par value $0.01 per share.

 

FIFTH: The name and mailing address of the incorporator is as follows:

 

Meredith Silverc/o Debevoise & Plimpton LLP919 Third AvenueNew York, New York 10022

 

SIXTH: The following provisions are inserted for the management of the businessand for the conduct of the affairs of the Corporation and for the purpose ofcreating, defining, limiting and regulating the powers of the Corporation andits directors and stockholders:

 

(a)   The number of directors of the Corporationshall be fixed and may be altered from time to time in the manner provided inthe By-Laws, and vacancies in the Board of Directors and newly createddirectorships resulting from any increase in the authorized number of directorsmay be filled, and directors may be removed, as provided in the By-Laws.

 

(b)   The election of directors may be conducted inany manner approved by the stockholders at the time when the election is heldand need not be by written ballot.

 

(c)   All corporate powers and authority of theCorporation (except as at the time otherwise provided by law, by this Certificateof Incorporation or by the By-Laws) shall be vested in and exercised by theBoard of Directors.

** **

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(d)   The Board of Directors shall have the powerwithout the assent or vote of the stockholders to adopt, amend, alter or repealthe By-Laws of the Corporation, except to the extent that the By-Laws or thisCertificate of Incorporation otherwise provide.

 

(e)   No director of the Corporation shall beliable to the Corporation or its stockholders for monetary damages for breachof his or her fiduciary duty as a director, *provided*that nothing contained in this Article shall eliminate or limit theliability of a director (*i*) forany breach of the director’s duty of loyalty to the Corporation or itsstockholders, (*ii*) for actsor omissions not in good faith or which involve intentional misconduct or aknowing violation of the law, (*iii*) underSection 174 of the General Corporation Law of the State of Delaware or (*iv*) for any transaction from whichthe director derived an improper personal benefit.

 

SEVENTH: The Corporation reserves the right to amend or repeal any provision containedin this Certificate of Incorporation in the manner now or hereafter prescribedby the laws of the State of Delaware, and all rights herein conferred uponstockholders or directors are granted subject to this reservation.

 

IN WITNESS WHEREOF, I, the undersigned, being theincorporator hereinabove named, for the purpose of forming a corporationpursuant to the General Corporation Law of the State of Delaware, do make andfile this Certificate, hereby declaring and certifying that the facts hereinstated are true, and accordingly have hereunto set my hand this 26th day ofFebruary, 2004.

 

 
|   | /s/  MEREDITH  SILVER |   |
|--------|---------------------------------|--------|
|   | Meredith  Silver                |
|   | Incorporator                    |

 

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CERTIFICATE OF MERGERmerging

 

VWR INTERNATIONAL, INC.

 

into

 

CDRV DELAWARE, INC.

 

Pursuantto Section 252 of the General Corporation Law of the State of Delaware (the “DGCL”),CDRV Delaware, Inc., a Delaware corporation (the “Corporation”), herebycertifies the following information relating to the merger (the “Merger”)of VWR International, Inc., a Pennsylvania corporation (“VWR”), with andinto the Corporation:

 

FIRST:  The names and state ofdomicile of each of the entities constituent to the Merger are as follows:

 

| **Name**                | ** ** | **State  of Domicile** |
|-------------------------|------------|------------------------|
| CDRV Delaware, Inc.     |       | Delaware               |
| VWR International, Inc. |       | Pennsylvania           |

 

SECOND:  An Agreement and Plan ofMerger, dated as of April 7, 2004 between the Corporation and VWR (the “MergerAgreement”), was entered into by the constituent companies and has beenapproved, adopted, certified, executed and acknowledged by each of theconstituent corporations in accordance with the requirements ofSection 252 of the DGCL.

 

THIRD:  The surviving corporationis CDRV Delaware, Inc. which will continue its existence as said survivingcorporation, upon the effective date of the Merger, pursuant to the provisionsof the laws of the State of Delaware.

 

FOURTH:  The certificate ofincorporation of the surviving corporation shall be the certificate ofincorporation of the Corporation except that such certificate shall be amendedby the merger in that Article FIRST thereof shall read as follows:

 

“FIRST:  The name of the corporation is VWRInternational, Inc.”

 

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FIFTH:  The Merger shall become effective immediatelyupon the filing of this certificate with the Secretary of State of the State ofDelaware in accordance with Sections 253 and 103 of the DGCL.

 

SIXTH:  The executed Merger Agreement is on file atthe principal place of business of the Corporation, which is located at 1310Goshen Parkway, P.O. Box 2656, West Chester, PA 19380.

 

SEVENTH:  A copy of the Merger Agreement will befurnished by the Corporation, on request and without cost, to any stockholderof the Corporation or of VWR.

 

*[Remainder of this pageintentionally left blank.]*

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INWITNESS WHEREOF, this Certificate of Merger has been duly executed as of the7th day of April, 2004, and is being filed in accordance with Section 103 ofthe DGCL by an authorized officer of the Corporation.

 

 
|   | CDRV DELAWARE, INC. |
|--------|---------------------|
|   |                |
|   |                |
|   | By:                 |  /s/ Richard  Schnall |   |
|   |                | Name: | Richard Schnall |
|   |                | Title: | President |
|        |                     |  |  |  |

 

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