Exhibit 3.1

		*State of Delaware*
		*Secretary of State*
		*Division of Corporations*
		*Delivered 03:16 PM 02/11/2008*
		*FILED 03:05 PM 02/11/2008*
		*SRV 080142767* - *4459438 FILE*

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

KOLLTAN PHARMACEUTICALS, INC.

Pursuant to Sections 241 and 245 of

the General Corporation Law of the State of Delaware

Kolltan Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify as follows:

1. The name of the corporation (hereafter referred to as the “Corporation”) is

Kolltan Pharmaceuticals, Inc.

2. The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 16, 2007.

3. The Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

KOLLTAN PHARMACEUTICALS, INC.

FIRST: The name of the corporation (hereinafter referred to as the “Corporation”) is

Kolltan Pharmaceuticals, Inc.

SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, and County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (hereinafter referred to as the “GCL”).

FOURTH: Authorized Capital. The total number of shares of all classes which the Corporation is authorized to issue is 80,000,000, consisting of 40,000,000 shares of Common Stock, par value $.001 per share (the “Common Stock”), and 40,000,000 shares of Preferred Stock, par value $.001 per share (the “Preferred Stock”). The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of Directors”) is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares and as may be permitted by the GCL. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

FIFTH: The name and mailing address of the sole incorporator are as follows:

Name		Mailing Address

Amanda Webb		31 West 31st Street
		10th Floor
		New York, New York 10010

SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the by-laws of the Corporation, except as otherwise provided in a by-law adopted by the stockholders entitled to vote.

SEVENTH: The Corporation reserves the right to amend the provisions contained in this Certificate and in any certificate amendatory hereof in the manner now or hereafter prescribed by law, and all rights conferred on stockholders or others hereunder or thereunder are granted subject to such reservation.

EIGHTH: Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

NINTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except, to the extent provided by the GCL, for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, as such duty may be limited by Article TENTH of this Certificate of Incorporation, (b) for acts or omissions not in good faith or which involve intentional misconduct or a

knowing violation of law, (c) under Section 174 of the GCL, or (d) for any transaction from which the director derived any improper personal benefit.

TENTH:

Section 1. Defined Terms. For purposes of this Article TENTH:

“Corporate Opportunity” shall mean an investment or business opportunity or prospective economic advantage in which the Corporation could, but for the provisions of this Article TENTH, have an interest or expectancy.

Section 2. Competing Activities. Except as otherwise expressly provided in an agreement between or among the Corporation and any stockholder or stockholders or in a general policy of the Corporation applicable to the employees of the Corporation, (i) the stockholders of the Corporation may engage or invest in, independently or with others, any business activity of any type or description, including, without limitation, those that might be the same as or similar to the Corporation’s business; (ii) neither the Corporation nor any other stockholder of the Corporation shall have any right in or to such business activities or ventures or to receive or share in any income or proceeds derived therefrom; and (iii) the Corporation shall have no interest or expectancy, and hereby specifically renounces any interest or expectancy, in any such business activities or ventures.

Section 3. Corporate Opportunities.

(a) If any stockholder, officer or director acquires knowledge of a potential transaction or matter which may be a Corporate Opportunity or otherwise is then exploiting any Corporate Opportunity, subject to Section 3(b) below, the Corporation shall have no interest in such Corporate Opportunity and no expectancy that such Corporate Opportunity be offered to the Corporation, any such interest or expectancy being hereby renounced, so that, as a result of such renunciation, such person (i) shall have no duty to communicate or present such Corporate Opportunity to the Corporation, (ii) shall have the right to hold any such Corporate Opportunity for its (and/or its officers’, directors’, agents’, stockholders’, members’ or partners’) own account or to recommend, sell, assign, or transfer such Corporate Opportunity to persons other than the Corporation, and (iii) shall not breach any fiduciary duty to the Corporation, in such person’s capacity as a stockholder of the Corporation, by reason of the fact that such person pursues or acquires such Corporate Opportunity for itself, directs, sells, assigns or transfers such Corporate Opportunity to another person, or does not communicate information regarding such Corporate Opportunity to the Corporation.

(b) Notwithstanding the provisions of Section 3(a) of this Article TENTH, the Corporation does not renounce any interest or expectancy it may have in any Corporate Opportunity that is offered to any person who is an officer or employee of the Corporation, even if such person is a stockholder of the Corporation, if such opportunity is expressly offered to such person in his or her capacity as an officer or employee of the Corporation.

(c) For purposes of this Article TENTH only, (i) a director of the Corporation who is Chairman of the Board of Directors, Co-Chairman of the Board of Directors or Vice Chairman of the Board of Directors of the Corporation or of a committee thereof shall not be deemed to be an officer of the Corporation by reason of holding such position (without regard to whether such position is deemed to be the position of an officer of the Corporation under the By-laws of the Corporation), unless such person is a full-time employee of the Corporation; and (ii) the term “Corporation” shall mean the Corporation and all corporations, partnerships, joint ventures, associations and other entities in which the Corporation beneficially owns (directly or indirectly) 50% or more of the outstanding voting stock, voting power, partnership interests or similar voting interests.

Section 4. Notice to Stockholders. Any person purchasing or otherwise acquiring any interest in shares of the capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Certificate of Incorporation, including, without limitation, this Article TENTH.

4. That the foregoing amendment and restatement has been duly adopted by unanimous written consent of the Corporation’s Board of Directors.

5. That the Corporation has not received payment for any of its shares of capital stock and no shares of the Corporation’s capital stock are issued or outstanding.

6. That said amendment and restatement were duly adopted in accordance with the applicable provisions of Sections 241 and 245 of the GCL.

*State of Delaware*
*Secretary of State*
*Division of Corporations*
*Delivered 02:03 PM 07/23/2008*
*FILED 01:47 PM 07/23/2008*
*SRV 080810398* - *4459438 FILE*

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

KOLLTAN PHARMACEUTICALS, INC.

Pursuant to Sections 242 and 245 of

the General Corporation Law of the State of Delaware

1. The name of the corporation (hereafter referred to as the “Corporation”) is

Kolltan Pharmaceuticals, Inc.

2. The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 16, 2007.

3. The Certificate of Incorporation of the Corporation, as heretofore amended and restated, is hereby further amended and restated in its entirety as follows:

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

KOLLTAN PHARMACEUTICALS, INC.

FIRST: The name of the corporation (hereinafter referred to as the “Corporation”) is

Kolltan Pharmaceuticals, Inc.

SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THlRD: The nature of the business or purposes to be conducted or promoted by the Corporation are to engage in any lawful act or activity for which

corporations may be organized under the General Corporation Law of the State of Delaware (hereinafter referred to as the “GCL”).

FOURTH: Upon the filing of this Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, the authorized shares of Common Stock, $.001 par value, shall be combined on the basis that each three shares shall be combined into two shares, and any fraction shall be rounded to the nearest whole share and the par value per share shall be reduced to $.001. In addition, after giving effect to such combination and the increase in authorized capital stock that is authorized hereby, the total number of shares of all classes which the Corporation is authorized to issue shall be 135,000,000, consisting of 85,000,000 shares of Common Stock, par value $.001 per share (the “Common Stock”), and 50,000,000 shares of Preferred Stock, par value $.001 per share (the “Preferred Stock”). The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of Directors”) is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares and as may be permitted by the GCL. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

FIFTH: The name and mailing address of the sole incorporator are as follows:

Name		Mailing Address

Amanda Webb		31 West 31st Street
		10th Floor
		New York, New York 10010

SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the by-laws of the Corporation, except as otherwise provided in a by-law adopted by the stockholders entitled to vote.

EIGHTH: Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

TENTH:

Section 1. Defined Terms. For purposes of this Article TENTH:

Section 3. Corporate Opportunities.

person, or does not communicate information regarding such Corporate Opportunity to the Corporation.

4. That the foregoing amendment and restatement has been duly adopted by unanimous written consent of the Corporation’s Board of Directors in accordance with the applicable provisions of Sections 242 and 245 of the GCL.

5. That the foregoing amendment has been duly adopted by written consent of the stockholders of the Corporation in accordance with the applicable provisions of Sections 228 and 242 of the GCL.

*State of Delaware*
*Secretary of State*
*Division of Corporations*
*Delivered 01:55 PM 07/24/2008*
*FILED 01:36 PM 07/241/2008*
*SRV 080814440* - *4459438 FILE*

KOLLTAN PHARMACEUTICALS, INC.

CERTIFICATE DESIGNATING

SERIES A CONVERTIBLE PREFERRED STOCK

AND FIXING THE PREFERENCES AND

RELATIVE, PARTICIPATING, OPTIONAL,

AND OTHER RIGHTS THEREOF

(Pursuant to Section 151 of the

General Corporation Law

of the State of Delaware)

Kolltan Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

That pursuant to authority vested in the Board of Directors of the Corporation by the Certificate of Incorporation of the Corporation, the Board of Directors of the Corporation, by unanimous written consent dated July 18, 2008, adopted a resolution providing for the creation of a series of the Corporation’s Preferred Stock, $.001 par value, which series is designated as “Series A Convertible Preferred Stock,” which resolution is as follows:

RESOLVED, that pursuant to authority vested in the Board of Directors by the Certificate of Incorporation of the Corporation, the Board of Directors does hereby provide for the creation of a series of Preferred Stock, $.001 par value (hereinafter called the “Preferred Stock”), of the Corporation, and to the extent that the voting powers and the designations, preferences and relative, participating, optional or other special rights thereof and the qualifications, limitations or restrictions of such rights have not been set forth in the Certificate of Incorporation of the Corporation, does hereby fix the same as follows:

SERIES A CONVERTIBLE PREFERRED STOCK

1. Definitions. As used herein, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Acquisition” means the acquisition of the Corporation by another Person by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) as a result of which Persons who were stockholders of the Corporation immediately prior to such transaction or series of related transactions, own less than fifty percent (50%) of the voting power of the outstanding securities of the Corporation immediately after such transaction or series of related transactions, or of the Person who is the continuing or surviving entity in such transaction or of the Person who issues its voting securities to Persons who were stockholders of the Corporation immediately prior to such transaction, as the case may be, excluding any reorganization, merger or consolidation effected exclusively to change the domicile of the Corporation.

“Additional Shares of Common Stock” is defined in Section 6(d)(i)(A).

“Asset Transfer” means a transaction that constitutes a sale of all or substantially all of the assets of the Corporation for purposes of Section 271 of the GCL or a lease of all or substantially all of the assets of the Corporation in a single transaction or series of related transactions.

“Board of Directors” or “Board” means the Board of Directors of the Corporation.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Corporation to have been duly adopted by the Board of Directors, or duly authorized committee thereof (to the extent permitted by applicable law), and to be in full force and effect on the date of such certification, and which the Corporation shall furnish by notice to the holders of Series A Preferred Stock.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law or executive order to remain closed.

“Common Stock” includes the Common Stock, $.001 par value, of the Corporation as authorized on the date hereof, and any other securities into which or for which the Common Stock may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise and any stock (other than Common Stock) and other securities of the Corporation or any other Person which any holder of Series A Preferred Stock at any time shall be entitled to receive, or shall have received, on the exercise of conversion rights of the Series A Preferred Stock or any such other securities, in lieu of or in addition to Common Stock.

“Common Stock Equivalent” shall mean any security, agreement or instrument convertible into, exchangeable for, or otherwise entitling the holder thereof to acquire, shares of Common Stock, directly or indirectly.

“Conversion Price” is defined in Section 6(a).

“Conversion Rate” is defined in Section 6(a).

“GCL” means the General Corporation Law of the State of Delaware.

“Investor Rights Agreement” means the Investor Rights Agreement dated as of May 1, 2008, by and among the Corporation and the holders of Series A Preferred Stock.

“Junior Dividend Stock” means shares of any class or series of capital stock of the Corporation that rank junior to the Series A Preferred Stock as to the payment of dividends.

“Junior Liquidation Stock” means shares of any class or series of capital stock of the Corporation that rank junior to the Series A Preferred Stock as to the distribution of assets upon liquidation.

“Liquidation Event” means any (a) liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, or its insolvency, (b) Acquisition, or (c) Asset Transfer.

“Liquidation Preference” means $1.00 per share for the Series A Preferred Stock plus an amount equal to the declared and unpaid dividends thereon and the amount of dividends thereon required by this Certificate to be declared and paid thereon and not so declared and paid at the date of final distribution to the holders of shares of Series A Preferred Stock in connection with the liquidation, distribution or winding up of the Corporation (subject to equitable adjustment of such dollar amount from time to time for any stock splits of stock dividends or payable in shares of Series A Preferred Stock on combinations, recapitalizations or the like of the Series A Preferred Stock, as such adjustments are determined by the Board of Directors and set forth in a Board Resolution).

“1933 Act” means the Securities Act of 1933, as amended.

“Original Issuance Price” means $1.00 per share.

“Parity Dividend Stock” means shares of any class or series of capital stock of the Corporation that rank on a parity with the Series A Preferred Stock as to payment of dividends.

“Parity Liquidation Stock” means shares of any class or series of capital stock of the Corporation that rank on a parity with the Series A Preferred Stock as to distribution of assets upon dissolution and liquidation.

“Person” means any natural person and any corporation, trust, partnership, limited liability partnership, limited liability company, venture, government (or agency or subdivision thereof) or other business entity.

“Preferred Stock” means the Preferred Stock, $.001 par value, of the Corporation.

“Qualifying Public Offering” means a public offering of shares of Common Stock underwritten on a firm commitment basis pursuant to a registration statement under the 1933 Act that results in gross proceeds to the Corporation of at least $25,000,000 (calculated before deduction of underwriting discounts and commissions and offering expenses) and is at a price per share of Common Stock not less than $3.00, such price subject to:

(1) proportionate adjustments from time to time, as determined by the Board of Directors as set forth in a Board Resolution, in the event of any stock split, stock dividend, combination, reorganization, reclassification or other similar event affecting the Common Stock or the Series A Preferred Stock; and

(2) in case of an adjustment of the Conversion Price pursuant to Section 6(d)(ii), to an amount determined by multiplying:

(A) such price (as the same may therefore have been adjusted) times

(B) a fraction of which

(i) the numerator is the quotient obtained by dividing the aggregate number of shares of Series A Preferred Stock outstanding immediately prior to such adjustment of the Conversion Price by the Conversion Price in effect immediately prior to such adjustment in the Conversion Price, and

(ii) the denominator is the quotient obtained by dividing the aggregate number of shares of Series A Preferred Stock outstanding immediately prior to such adjustment of the Conversion Price by the Conversion Price in effect immediately after such adjustment in the Conversion Price.

“Senior Dividend Stock” means shares of any class or series of capital stock of the Corporation that rank senior to the Series A Preferred Stock as to payment of dividends.

“Senior Liquidation Stock” means shares of any class or series of capital stock of the Corporation that rank senior to the Series A Preferred Stock as to the distribution of assets upon dissolution and liquidation.

“Series A Director” is defined in Section 7(b)(i).

“Series A Preferred Stock” is defined in Section 2.

(b) Capitalized terms defined elsewhere in this Certificate are used in this Certificate as so defined.

(c) All the agreements or instruments herein defined shall mean such agreements or instruments as the same may from time to time be supplemented or amended or the terms thereof waived or modified to the extent permitted by, and in accordance with, the terms thereof and of this Certificate.

(d) Any reference in this Certificate to a section or subsection shall be a reference to the particular section or subsection of this Certificate, unless specifically stated otherwise.

2. Designation and Amount. The Corporation hereby establishes a series of its class of Preferred Stock, which series shall be designated “Series A Convertible Preferred Stock,” $.001 par value (the “Series A Preferred Stock”), and the number of shares constituting the Series A Preferred Stock shall be 50,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of any outstanding options, warrants or other rights which entitle the holder to purchase or otherwise acquire shares of Series A Preferred Stock or upon the conversion of any outstanding securities issued by the Corporation which are convertible into Series A Preferred Stock.

3. Dividends.

(a) Dividends on Series A Preferred Stock. The holders of outstanding shares of Series A Preferred Stock shall be entitled to receive, out of funds legally available for such purpose, dividends payable when, as and if declared by the Board of Directors. The Board of Directors may declare and pay or set aside for payment a dividend payable on the shares of Common Stock (other than a stock dividend on the Common Stock distributed solely in the form of additional shares of Common Stock, adjustment for which is provided in Section 6(d)(iii) or solely in the form of securities of the Corporation, adjustment for which is provided in Section 6(d)(iv)), only if simultaneously the Board of Directors declares and pays or sets aside for payment dividends on the shares of Series A Preferred Stock in such amount as would be payable on the largest number of whole shares of Common Stock into which the shares of Series A Preferred Stock held by such holder could be converted pursuant to the provisions of Section 6 hereof, such number determined as of the record date for the determination of holders of Common Stock entitled to receive such dividend (which date shall be the record date for such dividend on Series A Preferred Stock) as if such conversion had occurred immediately prior to such record date. Holders of shares of Series A Preferred Stock shall not be entitled to accumulation of dividends.

(b) Certain Dividends Permitted. The Corporation may declare and pay or set aside for payment dividends on Senior Dividend Stock, Parity Dividend Stock and Junior Dividend Stock (other than Common Stock) in accordance with the rights and preferences of such shares of Senior Dividend Stock, Parity Dividend Stock and Junior Dividend Stock, without paying dividends on the Series A Preferred Stock.

4. Liquidation Rights.

(a) Liquidation Preference. In the event of any Liquidation Event, before any payment shall be made or any assets distributed to the holders of Common Stock or any Junior Liquidation Stock and subject to the rights and preferences of any Senior Liquidation Stock or Parity Liquidation Stock, holders of the Series A Preferred Stock shall be entitled to receive pari passu with holders of Parity Liquidation Stock, out of the assets of the Corporation available for distribution to holders of the Series A Preferred Stock and any Parity Liquidation Stock, the Liquidation Preference for each outstanding share of Series A Preferred Stock before the Corporation makes any payment or distribution on account of such Liquidation Event to holders of Junior Liquidation Stock.

Parity Liquidation Stock were paid in full. In case of payment of less than the full amount of the Liquidation Preference of each share of Series A Preferred Stock on account of a particular Liquidation Event, if the Corporation is not dissolved in connection with such Liquidation Event and the shares of Series A Preferred Stock are not converted into or exchanged for other shares or cash or other property in connection with such Liquidation Event, then the shares of Series A Preferred Stock shall remain outstanding and if a subsequent Liquidation Event shall occur then, subject to the rights of holders of shares of Senior Liquidation Stock and Parity Liquidation Stock, shares of Series A Preferred Stock shall be entitled to receive the remaining unpaid amount of the Liquidation Preference in connection with such subsequent Liquidation Event, if any, before any payment shall be made or any assets distributed to the holders of any Junior Liquidation Stock. The provisions of this Section 4(b) shall be applied successively to each such subsequent Liquidation Event until the Liquidation Preference shall have been paid in full.

(c) Participating Rights. After the holders of Series A Preferred Stock shall have receive payment in full of the Liquidation Preference in accordance with Section 4(a) or 4(b) and after payment in full of the liquidation preference of any Junior Liquidation Stock, the remaining assets of the Corporation shall be distributed to the holders of Series A Preferred Stock, Common Stock, and shares of any other class or series of capital stock of the Corporation entitled to share in such remaining assets, pro rata based on the number of shares of Common Stock held by each. For this purpose, a holder of shares of Series A Preferred Stock shall be deemed to hold the number of shares of Common Stock which such holder is entitled to receive upon conversion in full pursuant to Section 6 of such holder’s shares of Series A Preferred Stock at the Conversion Rate in effect on the record date for the distribution under this Section 4(c) or, in the absence of a record date, on the date of such distribution.

(d) Valuation of Non-Cash Consideration. In any Liquidation Event, if the consideration received by the Corporation and distributed to holders of Series A Preferred Stock is other than cash or the consideration received directly by holders of Series A Preferred Stock is other than cash, then for purposes of the amount of the Liquidation Preference received by holders of Series A Preferred Stock or the amount received by holders of Series A Preferred Stock and holders of other stock for purposes of Section 4(c), the value of such consideration will be deemed its fair market value. The Corporation shall give prompt notice of such valuation to each holder of Series A Preferred Stock. The fair market value of any assets or securities, other than cash, shall be determined as follows:

(i) Securities not subject to investment letter or other similar restrictions on free marketability covered by (ii) below:

(A) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the five trading day period ending three days prior to the record date for distribution of such consideration to holders of Series A Preferred Stock or, if such Liquidation Event has a closing, prior to such closing date, as the case may be;

consideration to holders of Series A Preferred Stock or, if such Liquidation Event has a closing, prior to such closing date, as the case may be; and

(C) If there is no active public market, the value shall be the fair market value thereof, as determined by the Corporation and approved by the affirmative vote of holders of a majority of the votes entitled to be cast by holders of the outstanding shares of Series A Preferred Stock and Common Stock, voting together as a single class.

(ii) The method of valuation of any assets or securities, other than cash, subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value, determined as above in (i)(A), (B) or (C), to reflect the approximate fair market value thereof, as determined by the Corporation and approved by the affirmative vote of holders of a majority of the votes entitled to be cast by holders of the outstanding shares of Series A Preferred Stock and Common Stock, voting together as a single class. If such holders do not approve the approximate fair market value determined by the Corporation, then the Corporation shall select an investment bank or appraiser experienced in appraising financial assets to determine the approximate fair market value. The cost of such investment banking service shall be paid by the Corporation.

(iii) The value of any assets that are not cash or securities shall be determined in good faith by the Board of Directors and set forth in a Board Resolution.

(f) The Corporation shall give each holder of record of Series A Preferred Stock written notice of any proposed transaction to which the Corporation is a party and to which this Section 4 would be applicable not later than ten Business Days prior to the stockholders’ meeting, if any, called to approve such transaction, or ten Business Days prior to the closing of such transaction, if the Corporation does not call a stockholders’ meeting. Such notice shall describe the material terms and conditions of the proposed transaction and state that such transaction is subject to the provisions of this Section 4. The Corporation shall thereafter give holders of record of Series A Preferred Stock prompt written notice of any material changes to the material terms and conditions of such transaction that were described in such earlier notice. In case such transaction is subject to stockholder approval, the Corporation shall also notify the holders of record of the Series A Preferred Stock in writing of the approval of such transaction promptly after such approval.

5. No Mandatory or Optional Redemption; No Sinking Fund. The shares of Series A Preferred Stock shall not be subject to mandatory redemption by the Corporation. The Corporation shall not have the right at its option to redeem any shares of Series A Preferred Stock. No holder shall have the right to require the Corporation to redeem any shares of Series A Preferred Stock or be entitled to the benefit of any sinking fund for the Series A Preferred Stock.

6. Conversion. The holders of the Series A Preferred Stock shall have conversion rights as follows:

(a) Right to Convert. Each share of Series A Preferred Stock shall be convertible into that number of fully-paid and nonassessable shares of Common Stock that is equal to the applicable Original Issuance Price divided by the applicable Conversion Price (as hereinafter defined). The Conversion Price for a share of Series A Preferred Stock shall initially be the Original Issuance Price and shall be subject to adjustment as provided herein (the “Conversion Price”). The number of shares of Common Stock into which each share of Series A Preferred Stock may be converted is hereinafter referred to as the “Conversion Rate”. Upon any decrease in the Conversion Price as provided in this Section 6, the Conversion Rate shall be correspondingly increased; and upon any increase in the Conversion Price as provided in this Section 6, the Conversion Rate shall be correspondingly decreased.

(b) Automatic Conversion Upon Public Offering. Each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the then-effective Conversion Rate for such share immediately upon the closing of a Qualifying Public Offering.

(c) Exercise of Conversion Right.

(i) A holder of Series A Preferred Stock shall be entitled to convert such holder’s shares into shares of Common Stock by (1) giving a conversion notice to the Corporation at its principal executive office or at the office of any transfer agent for the Series A Preferred Stock and (2) surrendering the certificate or certificates therefor, duly endorsed with appropriate signature guaranties, at such office of the Corporation or such transfer agent at which such holder has given such conversion notice; provided, however, that in the event of an automatic conversion pursuant to Section 6(b), such conversion of the outstanding shares of Series A Preferred Stock shall occur without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion or pay any dividend or make any other distribution in respect of such shares of Common Stock unless either the certificates evidencing such shares of Series A Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen, or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates and furnishes a bond or similar security as may be required by the Corporation.

which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of one share of Common Stock, as determined by the Board of Directors. In connection with a conversion of shares of Series A Preferred Stock, the Corporation shall also pay the converting holder an amount equal to all declared and unpaid dividends on the shares of Series A Preferred Stock so converted. A conversion at the election of the holder shall be deemed to have been made immediately prior to the close of business on the date on which the holder has delivered both (1) the conversion notice and (2) the share certificates or, in case of lost, stolen or destroyed certificates, such indemnity agreement and any bond or security required hereby, and the Person or Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date; provided, however, that if the conversion is a conversion at the election of the holder in connection with an underwritten offering of securities registered pursuant to the 1933 Act, such conversion may, at the option of the holder, be conditioned upon the closing of the sale of securities pursuant to such offering, in which event the holder shall not be deemed to have converted such Series A Preferred Stock until immediately prior to the closing of such offering and the Person or Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at such time. In order for a conversion to be so conditioned upon such closing, the conversion notice must expressly state that the conversion is so conditioned.

(d) Adjustments to Conversion Price.

(i) Certain Definitions. For purposes of this Section 6(d), the following definitions shall apply:

(A) “Additional Shares of Common Stock” shall mean all shares of Common Stock issued or, pursuant to Section 6(d)(ii)(B), deemed to be issued by the Corporation after the Original Issue Date, other than any of the following:

(1) shares of Common Stock issued or issuable upon conversion of shares of Series A Preferred Stock;

(2) shares of Common Stock and Common Stock Equivalents issued to officers, directors, or employees of, or consultants to, the Corporation or any of its subsidiaries pursuant to a stock grant, option, or purchase plan or other compensatory stock-based program or agreement approved by the Board of Directors;

(3) shares of Common Stock issued or issuable or, pursuant to Section 6(d)(ii)(B), deemed issued to any Person which is or will be, itself or through its subsidiaries or affiliates, an operating company in a business related to or complementary with the business of the Corporation or any of its subsidiaries, including, but not limited to, in connection with a strategic alliance, licensing transaction, corporate partnering arrangement, joint venture, or joint development agreement, and in the transaction for which the Corporation receives material benefits in addition to the investment of capital in the Corporation and in which transaction the total consideration the Corporation receives and is to receive is at least equal to the value of the Common Stock issued or issuable, or, pursuant to Section 6(d)(ii)(B), deemed issued to such Person, plus the

amount of all consideration to be paid by the Corporation or any of its subsidiaries in such transaction, as determined by the Board of Directors and set forth in a Board Resolution;

(4) shares of Common Stock issued as a dividend or distribution on the Series A Preferred Stock;

(5) shares of Common Stock issued in an event for which adjustments are otherwise made pursuant to Section 6(d)(iii);

(6) shares of Common Stock issued or, pursuant to Section 6(d)(ii)(B), deemed issued:

(x) as consideration, whether in whole or in part, to any Person for providing services or supplying goods to the Corporation, including, without limitation issued to any landlord;

(y) to any lending, equipment leasing or financial institution in connection with any equipment or facility lease or financing, so long as such issuance or deemed issuance of Common Stock in connection with such lease or financing is not primarily for the purpose of obtaining equity financing for the Corporation; and

(z) to pay all or a portion of any investment banking, placement agent, finders or similar fee or commission; and

(7) shares of Common Stock issued or, pursuant to Section 6(d)(ii)(B), deemed issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors.

(B) “Original Issue Date” means the date on which the first share of Series A Preferred Stock was issued.

(ii) Adjustment of Conversion Price for the Series A Preferred Stock Upon Certain Issuances of Additional Shares of Common Stock. (A) If the Corporation shall issue or be deemed by Section 6(d)(ii)(B) to have issued Additional Shares of Common Stock, without consideration or for a consideration per share less than the Conversion Price in effect on the date of and immediately prior to such issuance, then and in each such event such Conversion Price shall be reduced to a price (calculated to the nearest one thousandth (1/1,000) of a cent) determined by multiplying such Conversion Price by a fraction, the numerator of which shall be:

(1) the number of shares of Common Stock outstanding immediately prior to such issuance, plus

(2) the number of shares of Common Stock issuable upon exercise, conversion or exchange of Common Stock Equivalents that are outstanding immediately prior to such issuance, including, without limitation, the outstanding shares of Series A Preferred Stock, plus

(3) the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price,

and the denominator of which shall be:

(x) the number of shares of Common Stock outstanding immediately prior to such issuance, plus

(y) the number of shares of Common Stock issuable upon exercise, conversion or exchange of Common Stock Equivalents that are outstanding immediately prior to such issuance, including, without limitation, the outstanding shares of Series A Preferred Stock, plus

(z) the number of such Additional Shares of Common Stock so issued.

(B) Deemed Issue of Additional Shares of Common Stock. If the Corporation at any time or from time to time after the Original Issue Date shall issue any Common Stock Equivalents or shall fix a record date for the determination of holders of any class of securities of stock entitled to receive any Common Stock Equivalents, then the maximum number of shares of Common Stock issuable upon the exercise, conversion or exchange of such Common Stock Equivalents (as set forth in the instrument relating thereto, determined without regard to any provisions contained therein for a subsequent adjustment of such number) shall be deemed to be Additional Shares of Common Stock issued at the time of such issuance of Common Stock Equivalents (subject to the exceptions set forth in Section 6(d)(i)(A)(1) through (7)), or, in case a record date shall have been fixed for such issuance, as of the close of business on such record date, provided that in any such case in which Additional Shares of Common Stock are deemed to be issued:

(1) except as provided in Section 6(d)(ii)(B)(2), no further adjustment in the Conversion Price shall be made upon the subsequent issuance of shares of Common Stock upon the exercise, conversion or exchange of such Common Stock Equivalents;

(2) if such Common Stock Equivalents by their terms provide, with the passage of time or otherwise, for any change in the consideration payable to the Corporation, or change in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof (other than under or by reason of provisions designed to protect against dilution), the Conversion Price computed upon the original issue thereof (or upon the fixing of a record date with respect thereto) and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Common Stock Equivalents or the rights of exercise, conversion or exchange under such Common Stock Equivalents; and

respect of such Common Stock Equivalents and (y) the Conversion Price that would have resulted from any issuance between the original adjustment date and such readjustment date of Additional Shares of Common Stock or Common Stock Equivalents other than in respect of the issuance of Common Stock Equivalents in respect of which such readjustment is being made.

(C) Determination of Consideration. For purposes of this Section 6(d), the consideration received by the Corporation for the issuance of any Additional Shares of Common Stock shall be computed as follows:

(1) Cash and Property. Such consideration shall:

(x) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof;

(y) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined by the Board of Directors in the good faith exercise of its reasonable business judgment; and

(z) in the event Additional Shares of Common Stock are issued together with other shares or securities or the transfer of assets of the Corporation for consideration which consists of both cash and property other than cash, be the proportion of such consideration so received, computed as provided in clauses (x) and (y) above, as determined in good faith by the Board.

(2) Common Stock Equivalents. The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Section 6(d)(ii)(B) upon issuance of Common Stock Equivalents shall be determined by dividing:

(x) the total amount, if any, received or receivable by the Corporation as consideration for the issuance of such Common Stock Equivalents, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto and determined without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise, conversion or exchange of such Common Stock Equivalents, by

(y) the maximum number of shares of Common Stock as set forth in the instruments relating thereto (determined without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise, conversion or exchange of such Common Stock Equivalents.

Stock in the form of additional shares of Common Stock, the Conversion Price in effect immediately prior to such subdivision, stock split, reclassification or stock dividend shall be proportionately decreased, concurrently with the effectiveness of such subdivision, stock split or reclassification or the payment date for such stock dividend, as the case may be. If the outstanding shares of Common Stock shall be combined (including by reverse stock split or reclassification) into a lesser number of shares of Common Stock, the Conversion Price in effect immediately prior to such combination, reverse stock split, or reclassification shall, concurrently with the effectiveness of such combination, reverse stock split, or reclassification be proportionately increased. Adjustments to the Conversion Price then in effect shall become effective retroactively with respect to conversions made subsequent to the record date and on or before the payment date in the case of a dividend.

(iv) Adjustments for Other Distributions. If the Corporation at any time or from time to time makes or fixes a record date for the determination of holders of Common Stock entitled to receive any distribution payable in securities of the Corporation other than shares of Common Stock and other than in a transaction to which another adjustment provision of this Section 6 applies, then and in each such event provision shall be made so that the holders of Series A Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of Common Stock to which they are entitled, the amount of such other securities of the Corporation which they would have received had they converted their Series A Preferred Stock into Common Stock immediately prior to such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this Section 6 with respect to the conversion rights of the holders of the Series A Preferred Stock and under the terms of such other securities. In lieu of making provision for issuance of such other securities to the holders of Series A Preferred Stock, the Corporation may make an adjustment to the Conversion Price in an amount and manner that is consistent with the adjustment provisions of this Section 6, as determined by the Board of Directors and set forth in a Board Resolution.

(v) Adjustments for Reclassification, Exchange and Substitution. If the Common Stock issuable upon conversion of the Series A Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for in Section 6(d)(iii)), the Conversion Price in effect immediately prior to such reorganization, reclassification or other change shall, concurrently with the effectiveness of such reorganization, reclassification or other change, be proportionately adjusted such that immediately after such reorganization, reclassification or other change the Series A Preferred Stock shall be convertible into, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of such other class or classes into which the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock immediately before such reorganization, reclassification or other change would have been so changed. Thereafter, the number of shares of such other class or classes into which the Series A Preferred Stock shall be convertible shall be subject to adjustment in accordance with this Section 6.

(e) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 6, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and give by notice to each holder of Series A Preferred Stock a certificate setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Series A Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price at the time in effect, and (iii) the number of shares of Common Stock or any other class or classes of securities and the amount, if any, of other property which at the time such holder is entitled to receive upon the conversion of such holder’s shares of Series A Preferred Stock.

(f) Notices of Record Date. If the Corporation shall propose at any time:

(i) to declare any dividend or distribution upon its Common Stock, whether in cash, property, stock or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus;

(ii) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; or

(iii) to effect any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock;

then, in connection with each such event, the Corporation shall send to the holders of the Series A Preferred Stock at least ten Business Days’ prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and, if known, specifying the date on which the holders of Common Stock shall be entitled to such dividend, distribution or subscription) or for determining rights to vote in respect of the matters referred to in clause (iii) above.

Each such written notice shall be given by first class mail, postage prepaid, addressed to the holders of Series A Preferred Stock at their respective addresses as shown on the books of the Corporation.

(g) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall be insufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(h) Miscellaneous.

(i) All calculations under this Section 6 shall be made to the nearest one thousandth (1/1,000) of a cent or to the nearest one hundredth (1/100) of a share, as the case may be.

(ii) No adjustment in the Conversion Price of the Series A Preferred Stock need to be made if such adjustment would result in a change in such Conversion Price of less than $0.00001. Any adjustment of less than $0.00001 which is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, on a cumulative basis, amounts to an adjustment of $0.00001 or more in such Conversion Price.

7. Voting. The holders of Series A Preferred Stock shall have the following voting rights:

(a) General Voting Rights.

(i) Except as otherwise provided herein, including, without, limitation Sections 7(a)(ii), 7(b), and 8, in any other instrument that forms part of the Certificate of Incorporation of the Corporation and sets forth the rights, powers and preferences of any other class or series of stock, or by the GCL, the holders of shares of Series A Preferred Stock shall vote together with holders of the Common Stock and holders of any other class or series of capital stock of the Corporation having the right to vote together with holders of the Common Stock, as a single class on all matters submitted to a vote of stockholders of the Corporation. Each holder of shares of Series A Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such holder’s shares of Series A Preferred Stock could be converted in accordance with Section 6 on the applicable record date for the particular vote or, if the Board of Directors shall not have fixed a record date, the date of such vote. No holder shall be entitled to fractional votes and any fractional voting rights that would otherwise result from the method set forth in the immediately preceding sentence (after aggregating all shares of Common Stock into which shares of Series A Preferred Stock held by the same holder could be converted) shall be disregarded.

(ii) If any proposed amendment to the Certificate of Incorporation of the Corporation would increase or decrease the authorized number of shares of Series A Preferred Stock, increase or decrease the par value of the Series A Preferred Stock or alter or change the powers, preferences, or special rights of the Series A Preferred Stock so as to affect the Series A Preferred Stock adversely, then, except as otherwise provided in Sections 2 and 8, the holders of the Series A Preferred Stock shall be entitled to vote as a separate class upon such amendment, and the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred Stock shall be necessary to the adoption thereof, in addition to such other vote as may be required by the GCL.

(iii) Except as set forth herein, or as otherwise provided by law, holders of shares of Series A Preferred Stock shall have no special voting rights and their vote or consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action, including, without limitation, the creation or issuance of any class or series of capital stock having preferences or relative,

participating, optional, or other rights that rank senior to or on a parity with the Series A Preferred Stock.

(b) Election of Directors.

(i) So long as at least 25 percent of the shares of Series A Preferred Stock originally issued remain outstanding, the holders of shares of Series A Preferred Stock, voting as a separate class, shall be entitled to elect, from time to time one director of the Corporation (the “Series A Director”). If the Series A Director resigns or is unable to serve as a director, so long as by the terms of this Section 7(b)(i) the holders of shares of Series A Preferred Stock shall have the right to elect the Series A Director, the holders of shares of Series A Preferred Stock shall be entitled to fill the vacancy so created by electing a successor Series A Director, provided that the Board of Directors may fill such vacancy if holders of shares of Series A Preferred Stock entitled to cast a majority of the votes entitled to be cast by holders of all outstanding shares of Series A Preferred Stock shall have instructed the Board of Directors in writing to elect the Person designated by such holders in writing to fill such vacancy. So long as by the terms of this Section 7(b)(i) the holders of shares of Series A Preferred Stock shall have the right to elect the Series A Director, holders of shares of Series A Preferred Stock may remove the Series A Director with or without cause, but only by the affirmative vote of holders of a majority of the votes entitled to be cast by holders of all outstanding shares of Series A Preferred Stock. The Series A Director may not be removed by holders of Series A Preferred Stock except as specifically provided in this Section 7(b)(i).

(ii) At such time as holders of Series A Preferred Stock shall no longer have the right to elect the Series A Director pursuant to Section 7(b)(i), holders of shares of Series A Preferred Stock shall thereafter be entitled to vote together with holders of the Common Stock and holders of any other class or series of capital stock of the Corporation having the right to vote together with holders of the Common Stock, as a single class, in the election of directors for whom holders of the Common Stock are entitled to vote.

(iii) The right of the holders of Series A Preferred Stock to elect the Series A Director pursuant to Section 7(b)(i) shall terminate upon the closing of the Qualifying Public Offering.

8. Certain Amendments, Modifications.

(a) Notwithstanding anything to the contrary contained herein and except as otherwise required by law, any term or provision in this Certificate may be amended, modified or waived from time to time in connection with the issuance by the Corporation of any Common Stock or Common Stock Equivalents in a financing transaction the principal purpose of which is to raise capital for the Corporation if (1) the price per share at which Common Stock is issued or deemed issued in such transaction is equal to or greater than the Conversion Price in effect on the date of and immediately prior to such issuance or deemed issuance and (2) such amendment, modification or waiver is approved by (x) the affirmative vote of holders of shares of Series A Preferred Stock entitled to cast a majority of the votes entitled to be cast by the holders of all outstanding shares of Series A Preferred Stock, voting as a separate class in accordance with the Investor Rights Agreement, and (y) the Board of Directors; provided, however, that no such amendment, modification or waiver may be made pursuant to this Section 8 that would reduce

the amount of the Liquidation Preference or eliminate the senior rank of the Series A Preferred Stock with respect to the Common Stock as to dividends and distribution of assets upon liquidation or would eliminate the right of holders of the Series A Preferred Stock to elect the Series A Director in accordance with Section 7(b)(i), but may be made in accordance with the GCL and Section 7(a).

(b) The issuance by the Corporation of Common Stock Equivalents in a financing transaction the principal purpose of which is to raise capital for the Corporation shall be deemed the issuance at the time of such issuance of Common Stock Equivalents of the Common Stock issuable upon the exercise, conversion or exchange of such Common Stock Equivalents. The price per share at which the shares of Common Stock are so deemed to have been issued shall be determined by dividing:

(i) the total amount, if any, received or receivable by the Corporation as consideration for the issuance of such Common Stock Equivalents, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto and determined without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise, conversion or exchange of such Common Stock Equivalents, by

(ii) the maximum number of shares of Common Stock as set forth in the instruments relating thereto (determined without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise, conversion or exchange of such Common Stock Equivalents.

9. Notices. Any notice required by the provisions of this Certificate to be given to the holders of Series A Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to such holders of record at their respective addresses appearing on the stock books of the Corporation.

KOLLTAN PHARMACEUTICALS, INC.

CERTIFICATE OF AMENDMENT OF
CERTIFICATE DESIGNATING
SERIES A CONVERTIBLE PREFERRED STOCK
AND FIXING THE PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL,
AND OTHER RIGHTS THEREOF

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware

Kolltan Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), in accordance with Section 103 of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:

A Certificate Designating Series A Convertible Preferred Stock and Fixing the Preferences and Relative, Participating, Optional, and Other Rights Thereof (the “Certificate of Designations”) was filed with the Secretary of State of the State of Delaware on July 24, 2008 pursuant to Section 151 of the General Corporation Law. The Board of Directors of the Corporation pursuant to Section 242 of the General Corporation Law duly adopted a resolution setting forth a proposed amendment of the Certificate of Designations, and declaring such amendment advisable. The proposed amendment was duly adopted in accordance with the provisions of Sections 242 and 228 (by the written consent of the stockholders of the Corporation) of the General Corporation Law. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate Designating Series A Convertible Preferred Stock and Fixing the Preferences and Relative, Participating, Optional, and Other Rights Thereof of Kolltan Pharmaceuticals, Inc. be amended in its entirety in the form set forth in Exhibit A attached hereto.

* * *

		*State of Delaware*
		*Secretary of State*
		*Division of Corporations*
		*Delivered 11:15 AM 02/27/2009*
		*FILED 11:15 AM 02/27/2009*
		*SRV 090213855* - *4459438 FILE*

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on this 27th day of February, 2009.

KOLLTAN PHARMACEUTICALS, INC.


By:	/s/ Arthur G. Althschul, Jr.
	Name:	Arthur G. Altschul, Jr.
	Title:	Chairman of the Board

EXHIBIT A

KOLLTAN PHARMACEUTICALS, INC.

CERTIFICATE DESIGNATING

SERIES A CONVERTIBLE PREFERRED STOCK

AND FIXING THE PREFERENCES AND

RELATIVE, PARTICIPATING, OPTIONAL,

AND OTHER RIGHTS THEREOF

1. Definitions.

(a) As used herein, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Additional Shares of Common Stock” is defined in Section 6(d)(i)(A).

“Board of Directors” or “Board” means the Board of Directors of the Corporation.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law or executive order to remain closed.

“Conversion Price” is defined in Section 6(a).

“Conversion Rate” is defined in Section 6(a).

“GCL” means the General Corporation Law of the State of Delaware.

“Investor Rights Agreement” means the Investor Rights Agreement dated as of May 1, 2008, by and among the Corporation and the holders of Series A Preferred Stock.

“Junior Dividend Stock” means shares of any class or series of capital stock of the Corporation that rank junior to the Series A Preferred Stock as to the payment of dividends.

“Liquidation Event” means any (a) liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, or its insolvency, (b) Acquisition, or (c) Asset Transfer.

“1933 Act” means the Securities Act of 1933, as amended.

“Original Issuance Price” means $1.00 per share.

“Parity Dividend Stock” means shares of any class or series of capital stock of the Corporation that rank on a parity with the Series A Preferred Stock as to payment of dividends.

“Preferred Stock” means the Preferred Stock, $.001 par value, of the Corporation.

(2) in case of an adjustment of the Conversion Price pursuant to Section 6(d)(ii), to an amount determined by multiplying:

(A) such price (as the same may therefore have been adjusted) times

(B) a fraction of which

“Senior Dividend Stock” means shares of any class or series of capital stock of the Corporation that rank senior to the Series A Preferred Stock as to payment of dividends.

“Series A Director” is defined in Section 7(b)(i).

“Series A Preferred Stock” is defined in Section 2.

(b) Capitalized terms defined elsewhere in this Certificate are used in this Certificate as so defined.

(d) Any reference in this Certificate to a section or subsection shall be a reference to the particular section or subsection of this Certificate, unless specifically stated otherwise.

3. Dividends.

dividend on Series A Preferred Stock) as if such conversion had occurred immediately prior to such record date. Holders of shares of Series A Preferred Stock shall not be entitled to accumulation of dividends.

4. Liquidation Rights.

(b) Priority. If upon the Liquidation Event the available assets to be distributed among the holders of the Series A Preferred Stock and the holders of any Parity Liquidation Stock are insufficient to permit the payment to such holders of Series A Preferred Stock of the full Liquidation Preference for their shares and to holders of Parity Liquidation Stock the full preferential amounts to which they are entitled, then the holders of the Series A Preferred Stock and Parity Liquidation Stock shall share ratably in any distribution of available assets in proportion to the full Liquidation Preference of the Series A Preferred Stock that would otherwise be payable to holders of Series A Preferred Stock on account of such Liquidation Event and the full liquidation preference amounts which would otherwise be payable upon liquidation with respect to the outstanding shares of Parity Liquidation Stock on account of such Liquidation Event if the Liquidation Preference and all liquidation preference amounts of the Parity Liquidation Stock were paid in full. In case of payment of less than the full amount of the Liquidation Preference of each share of Series A Preferred Stock on account of a particular Liquidation Event, if the Corporation is not dissolved in connection with such Liquidation Event and the shares of Series A Preferred Stock are not converted into or exchanged for other shares or cash or other property in connection with such Liquidation Event, then the shares of Series A Preferred Stock shall remain outstanding and if a subsequent Liquidation Event shall occur then, subject to the rights of holders of shares of Senior Liquidation Stock and Parity Liquidation Stock, shares of Series A Preferred Stock shall be entitled to receive the remaining unpaid amount of the Liquidation Preference in connection with such subsequent Liquidation Event, if any, before any payment shall be made or any assets distributed to the holders of any Junior Liquidation Stock. The provisions of this Section 4(b) shall be applied successively to each such subsequent Liquidation Event until the Liquidation Preference shall have been paid in full.

(i) Securities not subject to investment letter or other similar restrictions on free marketability covered by (ii) below:

(B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the five trading day period ending three days prior to the record date for distribution of such consideration to holders of Series A Preferred Stock or, if such Liquidation Event has a closing, prior to such closing date, as the case may be; and

(B) or (C), to reflect the approximate fair market value thereof, as determined by the Corporation and approved by the affirmative vote of holders of a majority of the votes entitled to be cast by holders of the outstanding shares of Series A Preferred Stock and Common Stock, voting together as a single class. If such holders do not approve the approximate fair market value determined by the Corporation, then the Corporation shall select an investment bank or appraiser experienced in appraising financial assets to determine the approximate fair market value. The cost of such investment banking service shall be paid by the Corporation.

(iii) The value of any assets that are not cash or securities shall be determined in good faith by the Board of Directors and set forth in a Board Resolution.

6. Conversion. The holders of the Series A Preferred Stock shall have conversion rights as follows:

decrease in the Conversion Price as provided in this Section 6, the Conversion Rate shall be correspondingly increased; and upon any increase in the Conversion Price as provided in this Section 6, the Conversion Rate shall be correspondingly decreased.

(c) Exercise of Conversion Right.

and any bond or security required hereby, and the Person or Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date; provided, however, that if the conversion is a conversion at the election of the holder in connection with an underwritten offering of securities registered pursuant to the 1933 Act, such conversion may, at the option of the holder, be conditioned upon the closing of the sale of securities pursuant to such offering, in which event the holder shall not be deemed to have converted such Series A Preferred Stock until immediately prior to the closing of such offering and the Person or Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at such time. In order for a conversion to be so conditioned upon such closing, the conversion notice must expressly state that the conversion is so conditioned.