Exhibit
3.3
CERTIFICATE
OF OWNERSHIP AND MERGER
MERGING
NILE
THERAPEUTICS, INC.
INTO
SMI
PRODUCTS, INC.
SMI
Products, Inc., a Delaware corporation (the “Corporation”) does hereby certify:
1.
That
the Corporation is a business corporation of the State of Delaware.
2.
That
the Corporation owns all of the outstanding shares of the stock of Nile
Therapeutics, Inc. (“Nile”), which is also a business corporation of the State
of Delaware.
3.
That
the Corporation, by action of the unanimous written consent of the Board of
Directors, dated August 14, 2007, determined to merge into itself Nile on the
conditions set forth in the following resolutions:
I.
Approval of Merger
WHEREAS,
the Board of Directors has determined that it is in the best interests of the
Corporation to merge Nile Therapeutics, Inc., (“Nile”), a Delaware corporation
and a wholly-owned subsidiary of the Corporation, with and into the Corporation
(the “Merger”), and in connection therewith, to change the name of the
Corporation to “Nile Therapeutics, Inc.”
RESOLVED,
that pursuant to Section 253 of the DGCL, the Merger is hereby approved and
adopted in all respects, and that each of the officers of the Corporation is
hereby authorized and empowered, for and on behalf of the Corporation and in
its
name, to execute and cause to be filed with the Secretary of State of the State
of Delaware, in accordance with the relevant provisions of the DGCL, a
certificate of ownership and merger (the “Merger Certificate”), in substantially
the form attached hereto as Exhibit
A,
in such form as such officers shall approve (such approval to be conclusively
evidenced by the execution of the Merger Certificate by such officer on behalf
of the Corporation) on behalf of the Corporation.
4.
That
pursuant to Section 253(b) of the Delaware General Corporation Law, upon the
effectiveness of the Merger, the
Corporation,
as the
surviving corporation in the Merger, will change its corporate name to “Nile
Therapeutics, Inc.”
IN
WITNESS WHEREOF, the
Corporation
has
caused this Certificate of Ownership and Merger to be signed by an authorized
officer this 17th day of September, 2007.
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SMI
PRODUCTS,
INC. |
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By: |
/s/ DAVID
TANEN |
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Name:
David
Tanen |
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Title:
Secretary |