AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
OF
NOVELOS
THERAPEUTICS, INC.
FIRST:
The name of this Corporation is Novelos Therapeutics, Inc.
SECOND:
The address, including street, number, city and county of the registered office
of the Corporation in the State of Delaware is Corporation Trust Center, 1209
Orange Street, in the city of Wilmington, County of Newcastle; and the name
of
the registered agent of the Corporation in the State of Delaware at such address
is The Corporation Trust Company.
THIRD:
The nature of the business and of the purposes to be conducted and promoted
by
the Corporation are to conduct any lawful business, to promote any lawful
purpose, and to engage in any lawful act or activity for which corporations
may
be organized under the General Corporation Law of the State of
Delaware.
FOURTH:
The aggregate number of shares of stock that the Corporation shall have
authority to issue is three thousand (3,000) shares of Common Stock, $.001
par
value per share.
FIFTH:
Whenever a compromise or arrangement is proposed between this Corporation and
its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or any creditor or stockholder thereof or on the application of
any
receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees
in
dissolution or of any receiver or receivers appointed for this Corporation
under
the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class
of
stockholders, of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders, of this Corporation, as the case may
be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the reorganization shall, if sanctioned by the
court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.
SIXTH:
The By-Laws of Nove Acquisition, Inc., which concurrently with the execution
hereof is merging with and into the Corporation pursuant to Section 251 of
the
General Corporation Law of the State of Delaware, as in effect immediately
before the execution hereof shall be the By-Laws of the Corporation upon such
execution. Thereafter, the power to make, alter or repeal the By-Laws, and
to
adopt any new By-Law, shall be vested in the Board of Directors.
SEVENTH:
To the fullest extent that the General Corporation Law of the State of Delaware,
as it exists on the date hereof or as it may hereafter be amended, permits
the
limitation or elimination of the liability of directors, no director of this
Corporation shall be personally liable to this Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director. Notwithstanding
the foregoing, a director shall be liable to the extent provided by applicable
law: (1) for any breach of the director's duty of loyalty to the Corporation
or
its stockholders; (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) under Section 174
of
the General Corporation Law of the State of Delaware; or (4) for any transaction
from which the director derived any improper personal benefit. Neither the
amendment or repeal of this Article, nor any adoption of any provision of this
Certificate of Incorporation inconsistent with this Article, shall adversely
affect any right or protection of a director of the Corporation existing at
the
time of such amendment or repeal.
EIGHTH:
The Corporation shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as the same may be amended
and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said Section. The
Corporation shall advance expenses to the fullest extent permitted by said
Section. Such right to indemnification and advancement of expenses shall
continue as to a person who has ceased to be a director, officer, employee
or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person. The indemnification and advancement of expenses provided
for
herein shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any By-Law,
agreement, vote of stockholders or disinterested directors or
otherwise.