ARTICLES OF INCORPORATION
                                       OF
                     BIONX IMPLANTS MERGER SUBSIDIARY, INC.
                            (A PENNSYLVANIA COMPANY)

          ARTICLE  1:  The  name of the  corporation  (the  "Company")  is Bionx
Implants Merger Subsidiary, Inc.

          ARTICLE 2: The address of the registered  office of the Company in the
Commonwealth of Pennsylvania  is 1777 Sentry Parkway West,  Gwynedd Hall,  Suite
400, Blue Bell, Pennsylvania 19422.

          ARTICLE 3: The Company is  incorporated  under the  provisions  of the
Pennsylvania Business Corporation Law of 1988 (the "BCL") for any lawful purpose
and may engage in any lawful  business for which  corporations  may be organized
under the BCL with all the powers of such corporations.

          ARTICLE 4: The aggregate number of shares which the Company shall have
authority  to issue is thirty nine  million six hundred  thousand  (39,600,000),
divided  into thirty one million six  hundred  thousand  (31,600,000)  shares of
common  stock with par value of $.0019 per share and eight  million  (8,000,000)
shares of preferred stock with par value of $.001 per share.

                  The preferred  stock may be issued from time to time in one or
more  series.  The  Board  of  Directors  of the  Company  is  hereby  expressly
authorized to provide,  by resolution or resolutions duly adopted by it prior to
issuance,  for the creation of each such series and to fix the  designation  and
the powers, preferences,  rights,  qualifications,  limitations and restrictions
relating  to the  shares  of each such  series.  The  authority  of the Board of
Directors with respect to each series of preferred stock shall include,  but not
be limited to, determining the following:

                  (a) the  designation  of such series,  the number of shares to
         constitute  such series and the stated value if different  from the par
         value thereof;

                  (b)  whether  the  shares of such  series  shall  have  voting
         rights,  in addition to any voting rights  provided by law, and, if so,
         the terms of such voting rights, which may be general or limited;

                  (c) the dividends, if any, payable on such series, whether any
         such dividends  shall be cumulative,  and, if so, from what dates,  the
         conditions  and dates upon which such dividends  shall be payable,  and
         the  preference  or  relation  which such  dividends  shall bear to the
         dividends  payable  on any  shares of stock of any  other  class or any
         other series of preferred stock;

                  (d)  whether  the  shares of such  series  shall be subject to
         redemption  either by the Company or the holders  thereof,  and, if so,
         the times, prices and other conditions of such redemption;

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                  (e) the amount or amounts  payable  upon shares of such series
         upon, and the rights of the holders of such series in, the voluntary or
         involuntary  liquidation,  dissolution  or  winding  up,  or  upon  any
         distribution of the assets, of the Company;

                  (f) whether the shares of such series  shall be subject to the
         operation of a retirement or sinking fund and, if so, the extent to and
         the  manner in which  any such  retirement  or  sinking  fund  shall be
         applied to the purchase or  redemption of the shares of such series for
         retirement  or other  corporate  purposes and the terms and  provisions
         relating to the operation thereof;

                  (g)  whether the shares of such  series  shall be  convertible
         into, or  exchangeable  for,  shares of stock of any other class or any
         other series of preferred stock or any other securities and, if so, the
         price or prices or the rate or rates of  conversion or exchange and the
         method,  if any,  of  adjusting  the  same,  and any  other  terms  and
         conditions of conversion or exchange;

                  (h) the limitations and restrictions,  if any, to be effective
         while any shares of such  series are  outstanding,  upon the payment of
         dividends  or the  making  of  other  distributions  on,  and  upon the
         purchase, redemption or other acquisition by the Company of, the common
         stock or  shares of stock of any  other  class or any  other  series of
         preferred stock;

                  (i) the conditions or restrictions,  if any, upon the creation
         of  indebtedness  of the  Company  or upon the issue of any  additional
         stock,  including  additional  shares  of such  series  or of any other
         series of preferred stock or of any other class; and

                  (j) any other powers, preferences and relative, participating,
         optional and other specific rights, and any qualifications, limitations
         and restrictions, thereof.

                  The powers, preferences and relative, participating,  optional
and  other  special  rights  of  each  series  of  preferred   stock,   and  the
qualification,  limitations  or  restrictions  thereof,  if any, may differ from
those of any and all other series at any time outstanding. All shares of any one
series of preferred  stock shall be  identical  in all  respects  with all other
shares of such series,  except that shares of any one series issued at different
times  may  differ  as to the  dates  from  which  dividends  thereof  shall  be
cumulative.

          ARTICLE 5: The following provisions of the BCL shall not be applicable
to the Company:

          (a) Section 1715 (relating to exercise of powers generally);

          (b) Section 2538 (relating to approval of transactions with interested
shareholders);

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          (c) Subchapter 25E (relating to control transactions);

          (d) Subchapter 25F (relating to business combinations);

          (e) Subchapter 25G (relating to control-share acquisitions); and

          (f) Subchapter 25H (relating to  disgorgement  by certain  controlling
shareholders following attempts to acquire control).

          ARTICLE 6: The shareholders of the Company shall not have the right to
cumulate their votes for the election of directors of the Company.

          ARTICLE 7:

                  (a) No  action  shall  be  taken  by the  shareholders  of the
         Company  except at an annual or  special  meeting  of the  shareholders
         called in accordance with the Bylaws of the Company and no action shall
         be taken by the shareholders by written consent.

                  (b)  Special  meetings of  shareholders  of the Company may be
         called  only by (i) the  Chairman of the Board  ("Chairman"),  (ii) the
         Secretary of the Company  ("Secretary")  within 10 calendar  days after
         receipt of the  written  request of a majority  of the total  number of
         Directors  that the Company would have if there were no vacancies,  and
         (iii) as provided in Section 5 of the Company's Bylaws.

                  (c) At any annual meeting or special  meeting of  shareholders
         of the Company,  only such  business will be conducted or considered as
         has been  brought  before  such  meeting in the manner  provided in the
         Bylaws of the  Company.  Notwithstanding  anything  contained  in these
         Articles of Incorporation  to the contrary,  the affirmative vote of at
         least 66-2/3% of the Voting Stock,  voting  together as a single class,
         will  be  required  to  amend  or  repeal,   or  adopt  any   provision
         inconsistent  with,  this  Article  Seven.  For the  purposes  of these
         Articles of Incorporation (except Article Eleven), "Voting Stock" means
         stock of the Company of any class or series  entitled to vote generally
         in the election of Directors.

          ARTICLE 8:

          Section 1. The Board of Directors of the Company shall be divided into
three classes,  the respective  terms of office of which shall end in successive
years.  Such classes  shall be  designated  as "Class I",  "Class II" and "Class
III".  The number of directors on the Board shall be  determined  in  accordance
with the Bylaws of the  Company.  The number of directors in each class shall be
as nearly  equal as  possible,  except that no director  shall be moved from one
class to another class in order to attain  equality or near equality in the size
of the  respective  classes.  For the initial Board of Directors of the Company,
the term of office of the Class I  directors  shall  expire at the first  annual
meeting of shareholders,  the term of the Class II directors shall expire at the
second annual  meeting of  shareholders  and the term of the Class III directors
shall  expire at the third  annual  meeting  of  shareholders.  Thereafter,  the

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directors  in each class shall hold  office  until the third  successive  annual
meeting of shareholders  after their election and until their  successors  shall
have qualified,  such that at each annual meeting of shareholders only one class
of directors shall be elected. In the event that a director is elected to fill a
vacancy,  the term of such director  shall expire at the next annual  meeting of
shareholders.

          Section 2.  Notwithstanding  anything  contained in these  Articles of
Incorporation  to the contrary,  the affirmative vote of at least 66-2/3% of the
Voting Stock,  voting  together as a single class,  will be required to amend or
repeal, or adopt any provision inconsistent with, this Article Eight.

          ARTICLE 9:

          Section  1. To the  fullest  extent  permitted  by the BCL as the same
exists or as may  hereafter be amended,  a director of the Company  shall not be
personally  liable to the Company or its  shareholders  for monetary damages for
breach of fiduciary duty as a director.

          Section 2. Neither any amendment nor repeal of this Article Nine,  nor
the  adoption  of any  provision  of the  Company's  Articles  of  Incorporation
inconsistent  with this Article  Nine,  shall  eliminate or reduce the effect of
this  Article  Nine,  in  respect  of any  matter  occurring,  or any  action or
proceeding  accruing or arising or that, but for this Article Nine, would accrue
or arise,  prior to such  amendment,  repeal,  or  adoption  of an  inconsistent
provision.

          ARTICLE 10:

          Section  1. Every  person  who is or was a director  or officer of the
Company shall be indemnified by the Company to the fullest extent allowed by the
BCL against all liabilities and expenses imposed upon or incurred by that person
in  connection  with  any  proceeding  in which  that  person  may be  made,  or
threatened to be made, a party,  or in which that person may become  involved by
reason of that  person  being or having been a director or officer or of serving
or having served in any capacity with any other enterprise at the request of the
Company,  whether or not that  person is a director or officer or  continues  to
serve the other  enterprise at the time the  liabilities or expenses are imposed
or incurred.

          Section 2. To the fullest  extent  permitted  by  applicable  law, the
Company is authorized to provide indemnification of (and advancement of expenses
to)  agents of the  Company  (and any other  persons to which  Pennsylvania  law
permits  the  Company  to provide  indemnification)  through  bylaw  provisions,
agreements  with  such  agents  or  other  persons,  votes  of  shareholders  or
disinterested  directors  or  otherwise,  in excess of the  indemnification  and
advancement  otherwise  permitted by the BCL subject  only to limits  created by
applicable  Pennsylvania  law  (statutory  or  non-statutory),  with  respect to
actions for breach of duty to the Company, its shareholders and others.

          Section 3. Neither any  amendment  nor repeal of this Article Ten, nor
the  adoption  of any  provision  of the  Company's  Articles  of  Incorporation

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inconsistent with this Article Ten, shall eliminate or reduce the effect of this
Article  Ten, in respect of any matter  occurring,  or any action or  proceeding
accruing or arising or that,  but for this Article  Ten,  would accrue or arise,
prior to such amendment, repeal, or adoption of an inconsistent provision.

          ARTICLE 11:

                  (a)   Business   Combinations.   Notwithstanding   any   other
         provisions of these  Articles of  Incorporation,  the Company shall not
         engage  in any  Business  Combination  (as  defined  herein)  with  any
         Interested  Shareholder  (as defined  herein) for a period of three (3)
         years  following  the time that such  shareholder  became an Interested
         Shareholder, unless:

                           (1) prior to such time the Board of  Directors of the
                  Company  approved  either  the  Business  Combination  or  the
                  transaction  which  resulted  in the  shareholder  becoming an
                  Interested Shareholder, or

                           (2)  upon   consummation  of  the  transaction  which
                  resulted   in   the   shareholder   becoming   an   Interested
                  Shareholder,  the Interested Shareholder owned at least 85% of
                  the Voting  Stock of the Company  outstanding  at the time the
                  transaction  commenced,  excluding for purposes of determining
                  the number of shares  outstanding  those  shares  owned (i) by
                  persons who are  directors and also officers and (ii) employee
                  stock  plans in which  employee  participants  do not have the
                  right to determine  confidentially whether shares held subject
                  to the plan will be tendered in a tender or exchange offer, or

                           (3)  at or  subsequent  to  such  time  the  Business
                  Combination  is  approved  by the  Board of  Directors  of the
                  Company  and  authorized  at an annual or  special  meeting of
                  shareholders,  and not by written consent,  by the affirmative
                  vote of at least 66-2/3% of the outstanding Voting Stock which
                  is not owned by the Interested Shareholder.

                  (b)   Inapplicability   of   Restrictions.   The  restrictions
         contained in this Article Eleven shall not apply if:

                           (1) a shareholder  becomes an Interested  Shareholder
                  inadvertently and (i) as soon as practicable divests itself of
                  ownership of sufficient shares so that the shareholder  ceases
                  to be an  Interested  Shareholder  and (ii) would not,  at any
                  time within the three (3) year period  immediately  prior to a
                  Business Combination between the Company and such shareholder,
                  have been an Interested  Shareholder  but for the  inadvertent
                  acquisition of ownership; or

                           (2) the Business Combination is proposed prior to the
                  consummation  or abandonment of, and subsequent to the earlier
                  of the public  announcement or the notice  required  hereunder
                  of, a proposed  transaction  which (i)  constitutes one of the
                  transactions   described  in  the  second   sentence  of  this
                  paragraph;  (ii) is with or by a person  who either was not an

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                  Interested  Shareholder during the previous three (3) years or
                  who became an Interested  Shareholder with the approval of the
                  Company's  Board of  Directors  and (iii) is  approved  or not
                  opposed by a majority of the members of the Board of Directors
                  then in office (but not less than 1) who were directors  prior
                  to any person  becoming an Interested  Shareholder  during the
                  previous three (3) years or were  recommended  for election or
                  elected  to  succeed  such  directors  by a  majority  of such
                  directors.  The  proposed  transactions  referred  to  in  the
                  preceding   sentence   are   limited   to  (x)  a  merger   or
                  consolidation  of the Company  (except for a merger in respect
                  of which,  pursuant to Section  1924(b) of the BCL, no vote of
                  the  shareholders  of the  Company is  required);  (y) a sale,
                  lease,   exchange,   mortgage,   pledge,   transfer  or  other
                  disposition (in one transaction or a series of  transactions),
                  whether as part of a dissolution  or  otherwise,  of assets of
                  the  Company  or of  any  direct  or  indirect  majority-owned
                  subsidiary  of  the  Company  (other  than  to any  direct  or
                  indirect wholly-owned  subsidiary or to the Company) having an
                  aggregate  market  value  equal to 50% or more of either  that
                  aggregate  market  value of all of the  assets of the  Company
                  determined on a  consolidated  basis or the  aggregate  market
                  value of all the  outstanding  stock of the Company;  or (z) a
                  proposed  tender  or  exchange  offer  for  50% or more of the
                  outstanding  Voting  Stock of the Company.  The Company  shall
                  give  not  less  then  20  days   notice  to  all   Interested
                  Shareholders   prior  to  the   consummation  of  any  of  the
                  transactions  described  in  clauses  (x) or (y) of the second
                  sentence of this paragraph.

                  (c) As used in this Article Eleven only the term:

                           (1)  "affiliate"  means a person  that  directly,  or
                  indirectly through one or more intermediaries, controls, or is
                  controlled  by,  or is  under  common  control  with,  another
                  person.

                           (2) "associate," when used to indicate a relationship
                  with  any  person,   means  (i)  any   company,   partnership,
                  unincorporated  association  or other  entity  of  which  such
                  person is a  director,  officer or partner or is,  directly or
                  indirectly,  the  owner of 20% or more of any  class of Voting
                  Stock, (ii) any trust or other estate in which such person has
                  at least a 20% beneficial  interest or as to which such person
                  serves as  trustee  or in a similar  fiduciary  capacity,  and
                  (iii) any relative or spouse of such  person,  or any relative
                  of such spouse, who has the same residence as such person.

                           (3) "Business Combination," when used in reference to
                  the  Company  and any  Interested  Shareholder  of the Company
                  means:

                                    (i)  any  merger  or  consolidation  of  the
                                    Company   or   any   direct   or    indirect
                                    majority-owned  subsidiary  of  the  Company
                                    with (A) an Interested  Shareholder,  or (B)
                                    with   any   other   company,   partnership,
                                    incorporated  association or other entity if

<PAGE>

                                    the merger or consolidation is caused by the
                                    Interested  Shareholder  and as a result  of
                                    such merger or consolidation  subsection (a)
                                    of this Article  Eleven is not applicable to
                                    the surviving entity;

                                    (ii) any sale,  lease,  exchange,  mortgage,
                                    pledge,  transfer or other  disposition  (in
                                    one    transaction    or   a    series    of
                                    transactions),  except  proportionately as a
                                    shareholder  of the Company,  to or with the
                                    Interested Shareholder, whether as part of a
                                    dissolution  or otherwise,  of assets of the
                                    Company  or  of  any   direct  or   indirect
                                    majority-owned  subsidiary  of  the  Company
                                    which assets have an aggregate  market value
                                    equal to 10% or more of either the aggregate
                                    market  value  of  all  the  assets  of  the
                                    Company  determined on a consolidated  basis
                                    or the  aggregate  market  value  of all the
                                    outstanding stock of the Company;

                                    (iii) any  transaction  which results in the
                                    issuance  or  transfer  by the Company or by
                                    any   direct  or   indirect   majority-owned
                                    subsidiary  of the  Company  of any stock of
                                    the  Company  or of such  subsidiary  to the
                                    Interested Shareholder,  except (A) pursuant
                                    to the  exercise,  exchange or conversion of
                                    securities exercisable for, exchangeable for
                                    or convertible  into stock of the Company or
                                    any such  subsidiary  which  securities were
                                    outstanding  prior  to  the  time  that  the
                                    Interested   Shareholder  became  such,  (B)
                                    pursuant to a dividend or distribution  paid
                                    or  made,  or  the  exercise,   exchange  or
                                    conversion  of securities  exercisable  for,
                                    exchangeable  for or convertible  into stock
                                    of the Company or any such subsidiary  which
                                    security  is  distributed,  pro  rata to all
                                    holders of a class or series of stock of the
                                    Company   subsequent   to   the   time   the
                                    Interested   Shareholder  became  such,  (C)
                                    pursuant to an exchange offer by the Company
                                    to purchase  stock made on the same terms to
                                    all  holders  of  said  stock,  or  (D)  any
                                    issuance   or   transfer  of  stock  by  the
                                    Company,  provided however,  that in no case
                                    under  (B) - (D)  above  shall  there  be an
                                    increase  in  the  Interested  Shareholder's
                                    proportionate  share  of  the  stock  of any
                                    class or  series  of the  Company  or of the
                                    Voting Stock of the Company;

                                    (iv) any  transaction  involving the Company
                                    or any  direct  or  indirect  majority-owned
                                    subsidiary  of the  Company  which  has  the
                                    effect,    directly   or   indirectly,    of
                                    increasing  the  proportionate  share of the
                                    stock of any class or series,  or securities
                                    convertible  into the  stock of any class or
                                    series,  of  the  Company  or  of  any  such
                                    subsidiary  which is owned by the Interested
                                    Shareholder,   except   as   a   result   of

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                                    immaterial  changes due to fractional  share
                                    adjustments  or as a result of any  purchase
                                    or  redemption  of any  shares  of stock not
                                    caused,  directly  or  indirectly,   by  the
                                    Interested Shareholder; or

                                    (v)   any   receipt   by   the    Interested
                                    Shareholder  of  the  benefit,  directly  or
                                    indirectly  (except   proportionately  as  a
                                    shareholder  of the  Company)  of any loans,
                                    advances,  guarantees,   pledges,  or  other
                                    financial   benefits   (other   than   those
                                    expressly    permitted   in    subparagraphs
                                    (i)-(iv)  above)  provided by or through the
                                    Company or any direct or  indirect  majority
                                    owned subsidiary.

                           (4)  "control,"  including  the  term  "controlling,"
                  "controlled  by" and "under  common  control  with," means the
                  possession,  directly or indirectly, of the power to direct or
                  cause  the  direction  of the  management  and  policies  of a
                  person,  whether  through the  ownership of Voting  Stock,  by
                  contract,  or  otherwise.  A person who is the owner of 20% or
                  more  of  the   outstanding   Voting  Stock  of  any  company,
                  partnership,  unincorporated association or other entity shall
                  be presumed to have control of such entity,  in the absence of
                  proof by a  preponderance  of the  evidence  to the  contrary.
                  Notwithstanding the foregoing,  a presumption of control shall
                  not apply where such person holds Voting Stock,  in good faith
                  and not for the purpose of circumventing  this section,  as an
                  agent, bank, broker, nominee,  custodian or trustee for one or
                  more owners who do not individually or as a group have control
                  of such entity.

                           (5) "Interested  Shareholder" means any person (other
                  than the  Company  and any direct or  indirect  majority-owned
                  subsidiary  of the  Company)  that (i) is the  owner of 15% or
                  more of the outstanding  Voting Stock of the Company,  or (ii)
                  is an  affiliate or associate of the Company and was the owner
                  of 15% or more of the outstanding  Voting Stock of the Company
                  at any time within the 3-year period  immediately prior to the
                  date on which  it is  sought  to be  determined  whether  such
                  person is an Interested  Shareholder;  and the  affiliates and
                  associates of such person;  provided,  however,  that the term
                  "Interested  Shareholder"  shall not include any person  whose
                  ownership of shares in excess of the 15%  limitation set forth
                  herein is the  result of action  taken  solely by the  Company
                  provided that such person shall be an  Interested  Shareholder
                  if thereafter such person acquires additional shares of Voting
                  Stock of the Company,  except as a result of further corporate
                  action not caused, directly or indirectly, by such person. For
                  the purpose of  determining  whether a person is an Interested
                  Shareholder,  the  Voting  Stock of the  Company  deemed to be
                  outstanding  shall  include  stock  deemed  to be owned by the
                  person through application of paragraph (9) of this subsection
                  but shall not include any other  unissued stock of the Company
                  which may be issuable  pursuant to any agreement,  arrangement
                  or  understanding,  or upon  exercise  of  conversion  rights,
                  warrants or options, or otherwise.

                           (6)  "person"  means  any  individual,   corporation,
                  partnership, unincorporated association or other entity.

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                           (7) "Stock" means,  with respect to any  corporation,
                  capital  stock  and,  with  respect to any other  entity,  any
                  equity interest.

                           (8)  "Voting  Stock"  means,   with  respect  to  any
                  corporation,  stock of any  class or series  entitled  to vote
                  generally in the election of  directors  and,  with respect to
                  any entity  that is not a  corporation,  any  equity  interest
                  entitled to vote  generally in the  election of the  governing
                  body of such entity.

                           (9) "owner",  including  the terms "own" and "owned",
                  when  used  with  respect  to any  stock  means a person  that
                  individually  or  with or  through  any of its  affiliates  or
                  associates:

                                    (i)  beneficially owns such stock, directly
                                    or indirectly; or

                                    (ii) has (A) the right to acquire such stock
                                    (whether    such   right   is    exercisable
                                    immediately  or only  after the  passage  of
                                    time) pursuant to any agreement, arrangement
                                    or  understanding,  or upon the  exercise of
                                    conversion rights, exchange rights, warrants
                                    or options, or otherwise; provided, however,
                                    that a person  shall not be deemed the owner
                                    of stock  tendered  pursuant  to a tender or
                                    exchange offer made by such person or any of
                                    such person's affiliates or associates until
                                    such tendered stock is accepted for purchase
                                    or  exchange;  or (B) the right to vote such
                                    stock pursuant to any agreement, arrangement
                                    or understanding;  provided, however, that a
                                    person  shall not be deemed the owner of any
                                    stock because of such person's right to vote
                                    such stock if the agreement,  arrangement or
                                    understanding  to  vote  such  stock  arises
                                    solely  from a  revocable  proxy or  consent
                                    given  in  response  to a proxy  or  consent
                                    solicitation made to 10 or more persons; or

                                    (iii)  has  any  agreement,  arrangement  or
                                    understanding  for the purpose of acquiring,
                                    holding, voting (except voting pursuant to a
                                    revocable  proxy or consent as  described in
                                    item (B) of clause (ii) of this  paragraph),
                                    or  disposing  of such  stock with any other
                                    person  that  beneficially  owns,  or  whose
                                    affiliates or associates  beneficially  own,
                                    directly or indirectly, such stock.

          ARTICLE  12:  The name and  address  of the  incorporator  is:  Gerard
Carlozzi, c/o Bionx Implants Merger Subsidiary,  Inc., 1777 Sentry Parkway West,
Gwynedd Hall, Suite 400, Blue Bell, Pennsylvania 19422.



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         IN TESTIMONY  WHEREOF,  the  incorporator  has signed these Articles of
Incorporation this 8th day of July, 1999.



                                         /s/ Gerard Carlozzi


<PAGE>

                          Secretary of the Commonwealth

                ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION
                              DSCB:15-1926 (Rev 90)

          In  compliance  with  the  requirements  of 15  Pa.C.S.  Section  1926
(relating  to articles of merger or  consolidation),  the  undersigned  business
corporations, desiring to effect a merger, hereby state that:

1. The name of the corporation surviving the merger is: Bionx Implants Merger
   Subsidiary, Inc.


2. (Check and complete one of the following):

     X    The surviving  corporation is a domestic business  corporation and the
          (a) address of its current  registered  office in this Commonwealth or
          (b) name of its commercial  registered  office provider and the county
          of venue is (the  Department  is  hereby  authorized  to  correct  the
          following information to conform to the records of the Department):

<TABLE>

<S>       <C>                                           <C>                          <C>
    (a)   1777 Sentry Parkway West, Gwynedd Hall, Suite 400, Blue Bell, Pennsylvania 19422     Montgomery
                  Number and Street                            City        State      Zip        County
</TABLE>

    (b)    c/o: ________________________________________________________________
                       Name of Commercial Registered Office Provider   County

For a corporation  represented by a commercial  registered office provider,  the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

   ____    The surviving corporation is a qualified foreign business corporation
           incorporated under the laws of ______________________________ and the
           (a) address of its current registered office in this Commonwealth or
           (b) name of its commercial registered office  provider and the county
           of  venue  is (the  Department is hereby  authorized to  correct  the
           following information to conform to the records of the Department):

           (a)_________________________________________________________________
               Number and Street         City      State    Zip           County

           (b) c/o:____________________________________________________________
                    Name of Commercial Registered Office Provider        County

For  a  corporation represented  by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

  ____     The  surviving  corporation   is  a  nonqualified  foreign  business
           corporation incorporated under the laws of __________________________
           and  the  address  of  its  principal   office under the laws of such
           domiciliary jurisdiction is:


           _____________________________________________________________________
           Number and Street                   City              State       Zip

3.        The name and the address of the registered office in this Commonwealth
          or name of its commercial registered office provider and the county of
          venue  of  each  other  domestic  business  corporation and  qualified
          foreign  business  corporation  which is a party to the plan of merger
          are as follows:

<PAGE>

<TABLE>


<S>                                                                                                        <C>
 Name of Corporation   Address of Registered Office or Name of Commercial Registered Office Provider       County

 Bionx Implants, Inc., 1777 Sentry Parkway West, Gwynedd Hall, Suite 400, Blue Bell, PA 19422              Montgomery

</TABLE>


4.  (Check, and if appropriate complete, one of the following):

     [X] The plan of merger shall be effective upon filing these Articles of
         Merger in the Department of State.

     [ ] The plan of merger shall be effective on: __________________ at _______
                                                       Date               Hour

5.   The  manner  in  which  the  plan  of  merger  was adopted by each domestic
     corporation is as follows:

<TABLE>

               Name of Corporation                                     Manner of Adoption

<S>                                                      <C>
    Bionx Implants Merger Subsidiary, Inc.               Adopted by action of the board of directors of the parent corporation
                                                         pursuant to 15 Pa. C.S. Section 1924(b)(3)
    Bionx Implants, Inc.                                 Adopted  by  the  directors  and  shareholders pursuant to 15 Pa. C.S.
                                                         Section 1924(a)
</TABLE>

6.  (Strike out this paragraph  if  no  foreign  corporation  is a  party to the
    merger).  The plan was authorized, adopted or approved, as the case may be,
    by  the  foreign  business  corporation  (or  each of  the  foreign business
    corporations)   party  to  the  plan  in  accordance  with  the  laws of the
    jurisdiction in which it is incorporated.

7.  (Check, and if appropriate complete, one of the following):

    ____ The  plan  of  merger is set forth in full in Exhibit A attached hereto
         and made a part hereof.

     X   Pursuant to 15 Pa.C.S. Section 1901  (relating to  omission of  certain
         provisions from filed plans) the provisions, if  any,  of  the  plan of
         merger that amend or constitute the operative Articles of Incorporation
         of the surviving corporation as in effect  subsequent to the  effective
         date of the plan are set forth in full in Exhibit A attached hereto and
         made a part hereof.  The full text of the plan of merger  is on file at
         the  principal  place  of  business  of  the surviving corporation, the
         address  of which is:


<TABLE>
<S>                                                                              <C>

 1777 Sentry Parkway West, Gwynedd Hall, Suite 400, Blue Bell, Pennsylvania 19422 Montgomery
      Number and Street                   City                  State        Zip    County

</TABLE>

          IN TESTIMONY WHEREOF, the undersigned  corporation or each undersigned
corporation  has  caused  these  Articles  of  Merger  to be  signed  by a  duly
authorized officer thereof this 13th day of August , 19 99 .


                                BIONX IMPLANTS MERGER SUBSIDIARY, INC.
                                          (Name of Corporation)

                                BY: /s/ Gerard Carlozzi
                                      (Signature)

                                TITLE: President


                                BIONX IMPLANTS, INC.
                                (Name of Corporation)

                                BY: Gerard Carlozzi
                                    (Signature)

                                TITLE: President


<PAGE>

                                    EXHIBIT A

                                    EXHIBIT A
                                       to
                               ARTICLES OF MERGER
                                       of
                              BIONX IMPLANTS, INC.,
                             a Delaware corporation
                                      into
                     BIONX IMPLANTS MERGER SUBSIDIARY, INC.
                           a Pennsylvania corporation


          The Articles of Incorporation of the surviving  corporation are hereby
amended as follows:

  ARTICLE 1. The name of the corporation (the "Company") is Bionx Implants, Inc.