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Exhibit 3.7
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
VARIAGENICS, INC.
Pursuant to Section 242
of the General Corporation Law of
THE STATE OF DELAWARE
Variagenics, Inc. (hereinafter called the "Corporation"), organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:
At a meeting of the Board of Directors of the Corporation a resolution
was duly adopted, pursuant to Section 242 of the General Corporation Law of the
State of Delaware, setting forth an amendment to the Amended and Restated
Certificate of Incorporation of the Corporation and declaring said amendment to
be advisable. The stockholders of the Corporation duly approved said proposed
amendment by written consent in accordance with Sections 228 and 242 of the
General Corporation Law of the State of Delaware, and written notice of such
consent has been given to all stockholders who have not consented in writing to
said amendment. The resolution setting forth the amendment is as follows:
RESOLVED: That the first paragraph of Article FOURTH of the Restated
Certificate of Incorporation of the Corporation as filed on September 9, 1997 as
amended on December 18, 1998, July 30, 1999, and March 6, 2000 be and hereby is
deleted and the following first paragraph of Article FOURTH is inserted in lieu
thereof:
"FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is (i) Twenty-Five Million
(25,000,000) shares of Common Stock, $.0l par value per share ("Common Stock"),
and (ii) Thirteen Million Six Hundred Fifty-Three Thousand Seven Hundred
Seventy-Six (13,653,776) shares of Preferred Stock, $.01 par value per share
("Preferred Stock"), of which Five Hundred Three Thousand Seven Hundred
Eighty-Seven (503,787) shares have been designated Series A Convertible
Preferred Stock, and One Million Eight Hundred Eighty-Three Thousand Five
Hundred Forty-Nine (1,883,549) shares have been designated Series B Convertible
Preferred Stock, Seventy-Seven Thousand Five Hundred Nineteen (77,519) shares
have been designated Series C Convertible Preferred Stock, Three Hundred Twenty
Thousand (320,000) shares have been designated Series D Convertible Preferred
Stock, Four Million Six Hundred Forty-Eight Thousand Seven Hundred Eighty-Nine
(4,648,789) shares have been designated Series E Convertible Preferred Stock,
Two Million Two Hundred Ninety-Eight Thousand Five Hundred Sixty-Four
(2,298,564) shares have been designated Series E-2 Convertible Preferred Stock,
and Three Million Nine Hundred Twenty-One Thousand Five Hundred Sixty-Eight
(3,921,568) shares have been designated Series F Convertible Preferred Stock.
Upon the filing of this
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Certificate of Amendment, each share of Common Stock of the Corporation issued
and outstanding or held in the treasury of the Corporation shall be reclassified
and changed into 1.1895 fully paid and nonassessable shares of Common Stock;
provided, however, that the Corporation shall issue no fractional shares of
Common Stock, but shall instead pay to any stockholder who would be entitled to
receive a fractional share as a result of the actions set forth herein a sum in
cash equal to the fair market value of such fractional share."
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Signed this day of , 2000.
VARIAGENICS, INC.
By:
--------------------------------
Taylor J. Crouch, President
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