Exhibit 3.7   D
  
  William Francis GalvinP
  C
  Secretary of the CommonwealthOne Ashburton Place, Boston, Massachusetts 02108-1512
  COPY  FORM MUST
  BE TYPED
  Articles of Amendment(General Laws
  Chapter 156D, Section 10.06; 950 CMR 113.34)
  FORM MUST BE TYPED  (1)
  Exact name
  of corporation:
  Anika
  Therapeutics, Inc.(2)
  Registered
  office address:
  32 Wiggins Ave., Bedford,
  MA 01730(number,
  street, city or town, state, zip code)(3)
  These
  articles of amendment affect article(s):
  Articles 3 and 4.(specify
  the number(s) of article(s) being amended (I-VI))(4)
  Date
  adopted:
  April 4, 2008(month, day, year)(5)
  Approved by:(check appropriate
  box)o
  the incorporators.x
  the board of directors
  without shareholder approval and shareholder approval was not required.o
  the board of directors and
  the shareholders in the manner required by law and the articles of
  organization.  (6)State
the article-number and the text of the amendment. Unless contained in the text
of the amendment, state the provisions for implementing the exchange,
reclassification or cancellation of issued shares.  Article 3
and 4. A vote of the board of directors establishing and designating a series
of a class of stock and determining the relative rights and preferences
thereof. See attached Exhibit A.


To
change the number of shares and the par value, * if any, of any type, or to
designate a class or series, of stock, or change a designation of class or
series of stock, which the corporation is authorized to issue, complete the
following:  Total
authorized prior to amendment:  WITHOUT PAR VALUE
  
  WITH PAR VALUETYPE
  
  NUMBER OF SHARES
  
  TYPE
  
  NUMBER OF SHARES
  
  PAR VALUECommon
  
  N/A
  
  Common
  
  30,000,000
  
  $0.01Preferred
  
  N/A
  
  Preferred
  
  1,250,000*
  
  $0.01  *175,000
designated as Series B Junior Participating Cumulative Preferred Stock.  Total
authorized after amendment:  WITHOUT PAR VALUE
  
  WITH PAR VALUETYPE
  
  NUMBER OF SHARES
  
  TYPE
  
  NUMBER OF SHARES
  
  PAR VALUECommon
  
  N/A
  
  Common
  
  30,000,000
  
  $0.01Preferred
  
  N/A
  
  Preferred
  
  1,250,000*
  
  $0.01  *175,000
designated as Series B Junior Participating Cumulative Preferred Stock.  (7) The amendment shall
be effective at the time and on the date approved by the Division, unless a
later effective date not more than 90 days from the date and time of filing is
specified:_____________________________________  *G.L. Chapter 156D eliminates the concept of par value,
however a corporation may specify par value in Article III. See G.L.
Chapter 156D, Section 6.21, and the comments relative thereto.


Signed by:
  
  , (signature of authorized individual)  o
  
  Chairman
  of the board of directors,x
  
  President,o
  
  Other
  officer,o
  
  Court-appointed
  fiduciary,   on
  this
  4th
  day
  of
  April
  ,
  2008
  .


COMMONWEALTH OF MASSACHUSETTS  William Francis Galvin Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512  Articles of Amendment (General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)  I hereby certify that upon
examination of these articles of amendment, it appears that the provisions of
the General Laws relative thereto have been complied with, and the filing fee
in the amount of $_____having been paid, said articles are deemed to have been
filed with me this________day of___________, 20_____, at_______a.m./p.m. time  Effective
  date: (must be within 90 days of date submitted)   WILLIAM FRANCIS GALVINSecretary of the Commonwealth   Filing
fee: Minimum filing fee $100 per article amended, stock increases $100 per
100,000 shares, plus $100 for each additional 100,000 shares or any fraction
thereof. ExaminerTO BE FILLED IN BY CORPORATIONName
  approval
  
  Contact Information:C
  
  Joshua
  Gallitano. Esq.M
  
  c/o
  Goodwin Procter LLPExchange
  Place, Boston, MA 02109Telephone:
  (617)
  570-1000Email:Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor.
  If the document is rejected, a copy of the rejection sheet and rejected
  document will be available in the rejected queue.


Exhibit A  AMENDED AND RESTATED
VOTE OF DIRECTORS ESTABLISHING
SERIES B JUNIOR PARTICIPATING CUMULATIVE
PREFERRED STOCK  of  ANIKA THERAPEUTICS, INC.  Pursuant to Section 6.02 of Chapter 156D of the General Laws of
The Commonwealth of Massachusetts:  VOTED, that pursuant to authority conferred upon and vested in the
Board of Directors by the Restated Articles of Organization, as amended (the Articles),
of Anika Therapeutics, Inc. (the Corporation), the Board of Directors
hereby establishes and designates a series of Preferred Stock of the
Corporation, and hereby fixes and determines the relative rights and
preferences of the shares of such series, in addition to those set forth in the
Articles, as follows:  Section 1.               Designation and Amount. The shares of such
series shall be designated as Series B Junior Participating Cumulative
Preferred Stock (the Series B Preferred Stock), and the number of
shares constituting such series shall be 175,000.  Section 2.               Dividends and Distributions.  (A)          (i)            Subject to the rights of the holders
of any shares of any series of preferred stock (or any similar stock) ranking
prior and superior to the Series B Preferred Stock with respect to
dividends, the holders of shares of Series B Preferred Stock, in
preference to the holders of shares of common stock and of any other junior
stock, shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the first day of March, June, September and December in
each year (each such date being referred to herein as a Quarterly Dividend
Payment Date), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of Series B Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the
greater of (a) $1.00 or (b) subject to the provisions for adjustment
hereinafter set forth, 1,000 times the aggregate per share amount of all cash
dividends, and 1,000 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions other than a dividend payable in
shares of common stock or a subdivision of the outstanding shares of common
stock (by reclassification or otherwise), declared on the common stock since
the immediately preceding Quarterly Dividend Payment Date, or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series B Preferred Stock. The multiple of
cash and non-cash dividends declared on the common stock to which holders of
the Series B Preferred Stock are entitled, which shall be 1,000 initially
but which shall be adjusted from time to time as hereinafter provided, is
hereinafter referred to as the Dividend Multiple. In the event the
Corporation shall at any time after April 7, 2008 (the Rights Declaration
Date) (i) declare or pay any dividend on common stock payable in shares
of common stock, or (ii) effect a subdivision or combination or
consolidation of the outstanding shares of common stock (by reclassification or
otherwise than by payment of a dividend in


shares of common stock) into a greater or lesser number of shares of
common stock, then in each such case the Dividend Multiple thereafter
applicable to the determination of the amount of dividends which holders of
shares of Series B Preferred Stock shall be entitled to receive shall be
the Dividend Multiple applicable immediately prior to such event multiplied by
a fraction, the numerator of which is the number of shares of common stock
outstanding immediately after such event and the denominator of which is the
number of shares of common stock that were outstanding immediately prior to
such event.  (ii)                   Notwithstanding
anything else contained in this paragraph (A), the Corporation shall, out of
funds legally available for that purpose, declare a dividend or distribution on
the Series B Preferred Stock as provided in this paragraph (A) immediately
after it declares a dividend or distribution on the common stock (other than a
dividend payable in shares of common stock); provided that, in the event no
dividend or distribution shall have been declared on the common stock during
the period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series B
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.  (B)                   Dividends
shall begin to accrue and be cumulative on outstanding shares of Series B Preferred
Stock from the Quarterly Dividend Payment Date next preceding the date of issue
of such shares of Series B Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue from
the date of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of
holders of shares of Series B Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from
such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not
bear interest. Dividends paid on the shares of Series B Preferred Stock in
an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix
in accordance with applicable law a record date for the determination of holders
of shares of Series B Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be not more
than such number of days prior to the date fixed for the payment thereof as may
be allowed by applicable law.  Section 3.               Voting Rights. In addition to any other voting
rights required by law, the holders of shares of Series B Preferred Stock
shall have the following voting rights:  (A)          Subject
to the provision for adjustment hereinafter set forth, each share of Series B Preferred
Sock shall entitle the holder thereof to 1,000 votes on all matters submitted
to a vote of the stockholders of the Corporation. The number of votes which a
holder of a share of Series B Preferred Stock is entitled to cast, which shall
initially be 1,000 but which may be adjusted from time to time as hereinafter
provided, is hereinafter referred to as the Vote Multiple. In the event the
Corporation shall at any time after the Rights Declaration Date (i) declare
or pay any dividend on common stock payable in shares of common stock, or (ii) effect
a subdivision or combination or consolidation of the outstanding shares of
common stock (by reclassification or  2


otherwise than by payment of a dividend in shares of common stock) into
a greater or lesser number of shares of common stock, then in each such case
the Vote Multiple thereafter applicable to the determination of the number of
votes per share to which holders of shares of Series B Preferred Stock
shall be entitled shall be the Vote Multiple immediately prior to such event
multiplied by a fraction, the numerator of which is the number of shares of
common stock outstanding immediately after such event and the denominator of
which is the number of shares of common stock that were outstanding immediately
prior to such event.  (B)              Except
as otherwise provided herein or by law, the holders of shares of Series B
Preferred Stock and the holders of shares of common stock and the holders of shares
of any other capital stock of this Corporation having general voting rights,
shall vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.  (C)              Except
as otherwise required by applicable law or as set forth herein, holders of Series B
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
common stock as set forth herein) for taking any corporate action.  Section 4.                        Certain
Restrictions.  (A)          Whenever
dividends or distributions payable on the Series B Preferred Stock as provided
in Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Series B
Preferred Stock outstanding shall have been paid in full, the Corporation shall
not:  (i)            declare
or pay dividends on, make any other distributions on, or redeem or purchase or
otherwise acquire for consideration any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the Series B
Preferred Stock;  (ii)           declare
or pay dividends on or make any other distributions on any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series B Preferred Stock, except dividends paid
ratably on the Series B Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;  (iii)          except
as permitted in subsection 4(A)(iv) below, redeem, purchase or otherwise
acquire for consideration shares of any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series B
Preferred Stock, provided that the Corporation may at any time redeem, purchase
or otherwise acquire shares of any such parity stock in exchange for shares of
any stock of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series B Preferred Stock;
or  (iv)          purchase
or otherwise acquire for consideration any shares of Series B Preferred
Stock, or any shares of any stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with the Series B
Preferred Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of  3


the respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or classes.  (B)           The
Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise
acquire for consideration any shares of stock of the Corporation unless the
Corporation could, under subsection (A) of this Section 4, purchase
or otherwise acquire such shares at such time and in such manner.  Section 5.               Reacquired Shares. Any shares of Series B
Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and canceled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of preferred stock and may be reissued as part of a new series
of preferred stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.  Section 6.               Liquidation, Dissolution or Winding Up. Upon
any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation,
no distribution shall be made (x) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series B Preferred Stock unless, prior thereto, the
holders of shares of Series B Preferred Stock shall have received an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, plus an amount equal to the
greater of (1) $1,000.00 per share or (2) an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
1,000 times the aggregate amount to be distributed per share to holders of
common stock, or (y) to the holders of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up) with the Series B
Preferred Stock, except distributions made ratably on the Series B
Preferred Stock and all other such parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation shall at
any time after the Rights Declaration Date (i) declare or pay any dividend
on common stock payable in shares of common stock, or (ii) effect a
subdivision or combination or consolidation of the outstanding shares of common
stock (by reclassification or otherwise than by payment of a dividend in shares
of common stock) into a greater or lesser number of shares of common stock,
then in each such case the aggregate amount per share to which holders of
shares of Series B Preferred Stock were entitled immediately prior to such
event under clause (x) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of common stock outstanding immediately after such event and the
denominator of which is the number of shares of common stock that were
outstanding immediately prior to such event.  Neither the consolidation of nor merging of
the Corporation with or into any other corporation or corporations, nor the
sale or other transfer of all or substantially all of the assets of the
Corporation, shall be deemed to be a liquidation, dissolution or winding up of
the Corporation within the meaning of this Section 6.  Section 7.               Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of common stock are exchanged for or changed
into other stock or securities, cash and/or any other property, then in  4


any such case the shares of Series B Preferred Stock shall at the
same time be similarly exchanged or changed in an amount per share (subject to
the provision for adjustment hereinafter set forth) equal to 1,000 times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of common
stock is changed or exchanged, plus accrued and unpaid dividends, if any,
payable with respect to the Series B Preferred Stock. In the event the
Corporation shall at any time after the Rights Declaration Date (i) declare
or pay any dividend on common stock payable in shares of common stock, or (ii) effect
a subdivision or combination or consolidation of the outstanding shares of
common stock (by reclassification or otherwise than by payment of a dividend in
shares of common stock) into a greater or lesser number of shares of common
stock, then in each such case the amount set forth in the preceding sentence
with respect to the exchange or change of shares of Series B Preferred
Stock shall be adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of common stock outstanding immediately after
such event and the denominator of which is the number of shares of common stock
that were outstanding immediately prior to such event.  Section 8.Redemption.
The shares of Series B Preferred Stock shall not be redeemable.  Section 9.Ranking.
Unless otherwise expressly provided in the Articles or a Certificate of Vote of
Directors Establishing a Class of Stock relating to any other series of
preferred stock of the Corporation, the Series B Preferred Stock shall
rank junior to every other series of the Corporations preferred stock
previously or hereafter authorized, as to the payment of dividends and the
distribution of assets on liquidation, dissolution or winding up and shall rank
senior to the common stock.  Section 10.Amendment.
The Articles and this Certificate of Vote of Directors Establishing a Class of
Stock may only be amended in a manner in accordance Section 10.04 of
Chapter 156D of the Massachusetts General Laws.  Section 11.Fractional Shares.
Series B Preferred Stock may be issued in whole shares or in any fraction
of a share that is one one-thousandth (1/1,000th) of a share or any integral
multiple of such fraction, which shall entitle the holder, in proportion to
such holders fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series B Preferred Stock. In lieu of fractional shares, the
Corporation may elect to make a cash payment as provided in the Rights
Agreement for fractions of a share other than one one-thousandth (1/1,000th) of
a share or any integral multiple thereof.  5