EXHIBIT 2.1

                          CERTIFICATE OF DOMESTICATION
                                       OF
                           SALIX PHARMACEUTICALS, LTD.

     Pursuant to Section 388 of the General Corporation Law of Delaware, the
undersigned corporation hereby submits the following for the purpose of
domesticating in Delaware, and does hereby certify as follows.

     1.   The name of the corporation is Salix Pharmaceuticals, Ltd. (the
          "Corporation").

     2.   The Corporation's original Memorandum of Association was filed on
          December 24, 1993, under the name Salix Holdings, Ltd., in the British
          Virgin Islands.

     3.   The post-domestication name of the Corporation as set forth in its
          Certificate of Incorporation shall be Salix Pharmaceuticals, Ltd.

     4.   The Corporation's principal place of business is 8540 Colonnade Center
          Drive Suite 501, Raleigh, North Carolina 27615.

     5.   This Certificate of Domestication will become effective at 11:59 p.m.
          on December 31, 2001.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Domestication to be executed on its behalf by Robert P. Ruscher, its Chief
Executive Officer, this 27/th/ day of December, 2001, hereby declaring and
certifying that this is the act and deed of the Corporation and that the facts
stated herein are true.

                                  SALIX PHARMACEUTICALS, LTD.



                                  By: /s/ Robert P. Ruscher
                                      ------------------------------------------
                                      Robert P. Ruscher, Chief Executive Officer