Exhibit 3.29
AXCAN US PARTNERSHIP 1 LP
AGREEMENT OF LIMITED
PARTNERSHIP
AGREEMENT OF LIMITED PARTNERSHIP of
Axcan US Partnership 1 LP, dated February 11, 2008 (the
“ Agreement ”), between Axcan Nova Scotia 2 ULC,
a Nova Scotia unlimited liability company, as general partner (the
“ General Partner ”), and Axcan Nova Scotia 1
ULC, a Nova Scotia unlimited liability company, as limited partner
(the “ Limited Partner ”). The General Partner
and the Limited Partner are herein referred to collectively as the
“ Partners ”.
WHEREAS, the parties hereto hereby
confirm their agreement that the Partners do hereby associate
themselves and agree to become partners and to form a limited
partnership (the “ Partnership ”) under the
Delaware Revised Uniform Limited Partnership Act (the “
Act ”), as set forth in Title 6, Chapter 17
of the Delaware Code, upon the filing for record of a certificate
of limited partnership with respect thereto (the “
Certificate of Limited Partnership ”) in the office of
the Secretary of State of the State of Delaware;
NOW, THEREFORE, the parties hereto
agree as follows:
ARTICLE I
GENERAL PROVISIONS
SECTION 1.01 Partnership
Name
The name of the Partnership is Axcan
US Partnership 1 LP.
SECTION 1.02 Principal
Office
The Partnership shall have and
maintain a registered office and a registered agent for service of
process on the Partnership in the State of Delaware at the
following address: c/o The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware
19801.
The Partnership may locate its
principal office and registered office at any place or places
within the United States as the General Partner may from time to
time determine.
SECTION 1.03 Effective Date;
Term
This Agreement shall take effect,
and the term of the Partnership shall commence, at the time and on
the date the Certificate of Limited Partnership is duly filed and
recorded in the office of the Secretary of State of the State of
Delaware, and shall continue until terminated in accordance with
Article IV hereof.
SECTION 1.04 Fiscal
Year
The fiscal year of the Partnership
(the “ Fiscal Year ”) for financial accounting
and federal income tax purposes shall end on
September 30.
SECTION 1.05 Purpose of the
Partnership
The Partnership is established to
engage in any lawful business, purpose or activity for which
limited partnerships may be formed under the Act.
Without limiting the generality of
Article II, the Partnership shall have the power and authority to
take any and all actions necessary, appropriate, proper, advisable,
incidental or convenient to or for the furtherance of the purpose
set above, including, but not limited to, the power:
(a) to provide capital to, and to
make investments in and acquisitions of, corporations,
partnerships, joint ventures and other business enterprises in
whatsoever form organized, and to assist in developing the business
of enterprises in which the Partnership has an interest;
(b) subject to subsection
(a) of this Section 1.05, to invest in, purchase and sell
capital stock, pre-organization certificates and subscriptions,
warrants, bonds, notes, debentures, whether subordinated,
convertible or otherwise, trust receipts and other securities,
whether readily marketable or not, of whatever kind or nature of
any person, corporation, government or other entity, and rights and
options (whether written by the Partnership or others) relating
thereto, and to lend funds or properties of the Partnership either
with or without security;
(c) to engage in such other
businesses, activities and transactions similar in nature and scope
to those described in paragraphs (a) and (b) of this
Section 1.05 as the General Partner may from time to time
determine; and
(d) to purchase, take, receive,
subscribe for or otherwise acquire, own, hold, vote, use, employ,
sell, mortgage, lend, pledge, or otherwise dispose of, and
otherwise use and deal in and with, shares or other interests in or
obligations of domestic or foreign corporations, associations,
general or limited partnerships, trusts, limited liability
companies, or individuals or other persons or direct or indirect
obligations of the United States or of any government, state,
territory, governmental district or municipality or of any
instrumentality of any of them;
(e) to lend money, to invest and
reinvest its funds, and to accept real and personal property for
the payment of funds so loaned or invested;
(f) to borrow money and issue
evidence of indebtedness, and to secure the same by a mortgage,
pledge, security interest or other lien on the assets of the
Partnership;
(g) to enter into, make and perform
all such contracts and other undertakings, and to engage in all
such activities and transactions, as the General Partner may deem
necessary or advisable for the carrying out of the foregoing
objects and purposes, including without limitation:
(i) either by itself or by contract
with others, including a corporation or partnership whose
shareholders, partners, officers or employees are partners of the
General Partner, to maintain for the conduct of Partnership affairs
one or more offices and in connection therewith to rent or acquire
office space, engage personnel, whether part-time or full-time, and
to do, or cause to be done, such other acts as the General Partner
may deem necessary or desirable in connection with the maintenance
and administration of such office or offices and the provision of
administrative and clerical services to the Partnership;
(ii) to register or qualify the
Partnership under any applicable federal or state laws, or to
obtain exemptions under such laws, if such registration,
qualification or exemption is deemed necessary by the General
Partner; and
(iii) to engage independent
attorneys, accountants, consultants and such other persons as the
General Partner may deem necessary or advisable.
SECTION 1.06 Admi
