Exhibit 3.2
STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A CORPORATION
TO A LIMITED LIABILITY COMPANY
PURSUANT TO
SECTION 266
OF THE DELAWARE GENERAL CORPORATION LAW
AND
SECTION 18-214
OF THE DELAWARE LIMITED LIABILITY COMPANY ACT
RAPTOR PHARMACEUTICAL CORP., a Delaware corporation (the “Company”), does hereby certify to the following facts relating to the conversion of the Company into HORIZON PHARMACEUTICAL LLC, a Delaware limited liability company:
| 1. | The name of the Company immediately prior to filing this Certificate is Raptor Pharmaceutical Corp. |
| 2. | The date the Company’s original Certificate of Incorporation was filed in the State of Delaware is October 3, 2006 under the name TorreyPines Therapeutics, Inc. |
| 3. | The name of the limited liability company as set forth in the Delaware Certificate of Formation is Horizon Pharmaceutical LLC. |
| 4. | The conversion shall be effective upon the filing of this Certificate. |
| 5. | The conversion has been approved in accordance with the provisions of Section 266 of the Delaware General Corporation Law. |
IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Conversion as of October 25, 2016.
| RAPTOR PHARMACEUTICAL CORP. | ||
| By: | /s/ Timothy P. Walbert | |
| Timothy P. Walbert | ||
| President and Chief Executive Officer | ||