STATE
OF
DELAWARE
CERTIFICATE
OF CORRECTION
Novelos
Therapeutics, Inc., a corporation organized and existing under and by virtue
of
the General Corporation Law of the State of Delaware
DOES
HEREBY CERTIFY:
1.
The
name
of the corporation is Novelos Therapeutics, Inc.
2.
The
Amended and Restated Certificate of Incorporation, attached as Exhibit A to
the
Certificate of Merger, filed with the Secretary of State of Delaware on May
26,
2005, is hereby corrected.
3.
The
inaccuracy to be correct in said Amended and Restated Certificate of
Incorporation is as follows:
Article
Fourth, the number of shares that the Corporation has authority to issue was
incorrect.
4.
The
inaccuracy of said Article Fourth to the Amended and Restated Certificate of
Incorporation is corrected as follows:
FOURTH.
The total number of shares of stock that the Company is authorized to issue
is
42,007,000 shares, consisting of 42,000,000 shares of Common Stock, $0.00001
par
value per share (the “Common Stock”), and 7,000 shares of Preferred Stock, no
par value per share (the “Preferred Stock”). Except as otherwise provided by
law, the shares of the stock of the Company, regardless of class, may be issued
by the Company from time to time in such amounts, for such consideration and
for
such corporate purposes as the Board of Directors may from time to time
determine.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate on this
3rd
day of
March, 2006
/s/
Harry S. Palmin |
Harry
S. Palmin, President |