<PAGE>
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
BIOCLINICAL GROUP, INC.
FIRST. The name of the Corporation is BioClinical Group, Inc.
SECOND. The address of its registered office in the State of Delaware
is No. 100 West Tenth Street, in the City of Wilmington, 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 is as follows:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH. (A) This Corporation is authorized to issue two classes of
stock to be designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares which the Corporation is authorized to issue is 7,000,000
shares, $.01 par value per share of which 5,000,000 shares shall be Common Stock
and 2,000,000 shares shall be Preferred Stock.
(B) The Preferred Stock may be issued from time to time in one
or more series. The Board of Directors of the Corporation is hereby authorized,
within the limitations and restrictions stated in this Certificate of
Incorporation to determine or alter the rights, preferences, powers, privileges
and the restrictions, qualifications and limitations granted to or imposed upon
any wholly unissued series of Preferred Stock, and the number of shares
constituting any such series and the designation thereof; and to increase or
decrease the number of shares constituting any such series; and to increase or
decrease the number of shares of any series subsequent to the issue of shares of
that series, but not below the number of shares of such series then outstanding.
In case the number of shares of any series shall be so decreased, the shares
then constituting such decrease shall resume the status which they had prior to
the adoption of the resolution originally fixing the number of shares of such
series.
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<PAGE>
EXHIBIT 3.1
FIFTH. The name and mailing address of the sole incorporator are as
follows:
<TABLE>
<CAPTION>
NAME MAILING ADDRESS
<S> <C>
Kenneth A. Hoxsie c/o Hale and Dorr
60 State Street
Boston, Massachusetts 02105
</TABLE>
SIXTH. The name and mailing address of each person who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualifies are as follows:
<TABLE>
<CAPTION>
NAME MAILING ADDRESS
<S> <C>
Jerome Goldstein 282 Buckminster Road
Brookline, Massachusetts 02146
Marlene Kaplan Goldstein 282 Buckminster Road
Brookline, Massachusetts 02146
</TABLE>
SEVENTH. In furtherance of and not in limitation of powers conferred by
statute, it is further provided:
1. Election of directors need not be by written ballot.
2. The Board of Directors is expressly authorized to adopt, amend or
repeal the By-Laws of the Corporation.
EIGHTH. 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 of 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 consequence of such compromise or
arrangement, the said compromise or arrangement and the said 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.
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<PAGE>
EXHIBIT 3.1
NINTH. The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware, as that Section may be
amended and supplemented from time to time, indemnify any director or officer
which it shall have power to indemnify under that Section against any expenses,
liabilities or other matters referred to in or covered by that Section. The
indemnification provided for in this Article (i) shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any by-law,
agreement or vote of stockholders or disinterested directors or otherwise, both
as to action in their official capacities and as to action in another capacity
while holding such office, (ii) shall continue as to a person who has ceased to
be a director or officer and (iii) shall inure to the benefit of the heirs,
executors and administrators of such a person. To assure indemnification under
this Article of all such persons who are determined by the Corporation or
otherwise to be or to have been "fiduciaries" of any employee benefit plan of
the Corporation which may exist from time to time and which is governed by the
Act of Congress entitled "Employee Retirement Income Security Act of 1974," as
amended from time to time, such Section 145 shall, for the purposes of this
Article, be interpreted as follows: an "other enterprise" shall be deemed to
include such an employee benefit plan; the Corporation shall be deemed to have
requested a person to serve an employee benefit plan where the performance by
such person of his duties to the Corporation also imposes duties on, or
otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with respect to an
employee benefit plan pursuant to such Act of Congress shall be deemed "fines;"
and action taken or omitted by a person with respect to an employee benefit plan
in the performance of such person's duties for a purpose reasonably believed by
such person to be in the interest of the participants and beneficiaries of the
plan shall be deemed to be for a purpose which is not opposed to the best
interests of the Corporation.
TENTH. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
EXECUTED at Boston, Massachusetts, on November 5, 1981.
/s/ Ken A. Hoxsie
------------------------------------------
Incorporator
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<PAGE>
EXHIBIT 3.1
CERTIFICATE
FOR RENEWAL AND REVIVAL OF CHARTER
BioClinical Group, Inc. organized under the laws of Delaware, the
certificate of incorporation of which was filed in the Secretary of State on the
9th day of November 1981 and the office of the Recorder of Deeds for New Castle
County, the charter of which was voided for non-payment of taxes, now desires to
procure a restoration, renewal and revival of its charter, and hereby certifies
as follows:
1. The name of this corporation is BIOCLINICAL GROUP, INC.
2. The registered office in the State of Delaware is located at 100
West Tenth Street, City of Wilmington ZIP CODE 19801 County of New Castle the
name and address of its registered agent is The Corporation Trust Company, same
address as above.
3. The date when the restoration, renewal, and revival of the charter
of this company is to commence is the 28th day of February, same being prior to
the date of the expiration of the charter. This renewal and revival of the
charter of this corporation is to be perpetual.
4. This corporation was duly organized and carried on the business
authorized by its charter until the 1st day of March A. D. 1983, at which time
the charter became inoperative and void for non-payment of taxes and this
certificate for renewal and survival is filed by authority of the duly elected
directors of the corporation in accordance with the laws of the State of
Delaware.
IN TESTIMONY WHEREOF, and in compliance with the provisions of Section
312 of the General Corporation Law of the State of Delaware, as amended,
providing for the renewal, extension and restoration of charters, Jerome
Goldstein the last and acting
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<PAGE>
EXHIBIT 3.1
President, and Marlene Kaplan Goldstein, the last and acting Secretary of
BioClinical Group, Inc., have hereunto set their hands to this certificate this
6th day of December 1983.
/s/ Jerome Goldstein
---------------------------------------
LAST AND ACTING PRESIDENT
ATTEST:
/s/ Marlene Kaplan Goldstein
---------------------------------------
LAST AND ACTING SECRETARY
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<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BIOCLINICAL GROUP, INC.
Pursuant to Section 242 of the
CORPORATION LAW OF THE STATE OF DELAWARE
BIOCLINICAL GROUP, 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 that (a) the Board of Directors duly
adopted a resolution pursuant to Section 242 of the General Corporation Law of
the State of Delaware proposing an amendment to the Certificate of Incorporation
of the Corporation and declaring said amendment to be advisable; (b) the
stockholders of the Corporation duly approved said proposed amendment in
accordance with Section 242 of the General Corporation Law of the State of
Delaware; and (c) the capital of the Corporation will not be reduced under or by
reason of this amendment.
The resolution setting forth the amendment is as follows:
RESOLVED: That Article FIRST of the Certificate of Incorporation of the
Corporation be and hereby is deleted and the following
Article FIRST is interested in lies thereof:
"FIRST. The name of the corporation is Advanced Magnetics, Inc."
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereto affixed and this Certificate of Amendment to be signed by its President
and
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<PAGE>
EXHIBIT 3.1
attested by its Secretary this 29th day of November, 1983.
ATTEST
/s/ Marlene Kaplan Goldstein
----------------------------
Secretary
BIOCLINICAL GROUP, INC.
By: /s/ Jerome Goldstein
-------------------------------
President
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<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ADVANCED MAGNETICS, INC.
Pursuant to Section 242 of the
CORPORATION LAW OF THE STATE OF DELAWARE
ADVANCED MAGNETICS, INC. (the "Corporation"), organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify that (a) the Board of Directors duly adopted a resolution
pursuant to Section 242 of the General Corporation Law of the State of Delaware
proposing an amendment to the Certificate of Incorporation of the Corporation
and declaring said amendment to be advisable; and (b) the stockholders of the
Corporation duly approved said proposed amendment by written action of
stockholders in lieu of a meeting in accordance with Sections 228 and 242 of the
General Corporation Law of the State of Delaware and prompt written notice was
given to those shareholders who did not consent in writing to such amendment.
The resolution setting forth the amendment is as follows:
RESOLVED: That paragraph (A) of Article FOURTH of the Certificate of
Incorporation of the Corporation be and hereby is deleted and the
following paragraph (A) of Article FOURTH is inserted in lieu thereof:
"FOURTH. (A) This Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares which the Corporation is authorized to issue is
12,000,000, $.01 par value per share, of which 10,000,000 shares shall
be Common Stock and 2,000,000 shares shall be Preferred Stock."
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereto affixed and this Certificate of Amendment to be signed by its President
and attested by its Assistant Secretary this 23rd day of April, 1986.
ADVANCED MAGNETICS, INC.
ATTEST: /s/ Ellen B. Corenswet By: /s/ Jerome Goldstein
----------------------------- -------------------------------
Ellen B. Corenswet, Jerome Goldstein,
Assistant Secretary President
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ADVANCED MAGNETICS, INC.
Pursuant to Section 242 of the General
CORPORATION LAW OF THE STATE OF DELAWARE
ADVANCED MAGNETICS, INC. (the "Corporation"), organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify that (a) the Board of Directors duly adopted a resolution
pursuant to Section 242 of the General Corporation Law of the State of Delaware
proposing an amendment to the Certificate of Incorporation of the Corporation
and declaring said amendment to be advisable; and (b) at the Annual Meeting of
Stockholders on February 3, 1987, the stockholders of the Corporation duly
adopted said proposed amendment in accordance with Sections 211 and 242 of the
General Corporation Law of the State of Delaware.
The Certificate of Incorporation is hereby amended to add the following
Articles ELEVENTH and TWELFTH:
ELEVENTH: (A) Each person who was or is made a party or is threatened
to be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, and whether initiated by or in
the right of the Corporation or by a third party (hereinafter a "proceeding"),
by reason of the fact that he or she, or a person for whom he or she is the
legal representative, is or was a director or officer of the Corporation or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or n any other capacity while
serving as a director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter by amended (in the
case of any such amendment, only to the extent that such amendment either (I)
permits the Corporation to provide broader indemnification rights than said law
permitted prior to such amendment or (ii) prohibits or limits any of the
indemnification rights previously set forth in said law, against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; PROVIDED, HOWEVER, that, except with respect to a
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<PAGE>
Certificate of Amendment of
Certificate of Incorporation of
Advanced Magnetics, Inc.
proceeding under paragraph (C) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Article shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; PROVIDED, HOWEVER, that the payment of such
expenses incurred by a director or officer in advance of the final disposition
of a proceeding shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified that such director or officer is not entitled
to be indemnified under this Article or otherwise. The Corporation may, by
action of its Board of Directors, provide indemnification to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
(B) Indemnification or advancement of expenses pursuant to
paragraph (A) of this Article shall be made no later than 45 days after receipt
by the Corporation of the written request of the claimant, unless a
determination is made that the claimant has not met the applicable standard of
conduct set forth in the Delaware General Corporation Law. Any such
determination shall be made (1) by the Board of Directors of the Corporation by
a majority vote of a quorum consisting of directors who are not parties to such
proceeding, or (2) if such a quorum is not obtainable or, even if obtainable a
majority of disinterested directors so directs, by independent legal counsel in
a written opinion.
(C) If a claim under paragraph (A) of this Article is not paid
in full by the Corporation within the 45-day period specified in paragraph (B),
the claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
-2-
<PAGE>
Certificate of Amendment of
Certificate of Incorporation of
Advanced Magnetics, Inc.
(D) If a claimant is entitled under any provision of this
Article to indemnification by the Corporation for some or a portion of the
expenses, judgments, fines or penalties actually and reasonably incurred by him
in the investigation, defense, appeal or settlement of any proceeding but not,
however, for the total amount thereof, the Corporation shall nevertheless
indemnify the claimant for the portion of such expenses, judgments, fines or
penalties to which such claimant is entitled.
(E) The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Article shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise. Without limiting the generality of the foregoing, the
Corporation, acting through its Board of Directors, may enter into agreements
with any director, officer, employee or agent of the Corporation providing for
indemnification rights equivalent to or greater than the indemnification rights
set forth in this Article.
(F) The Corporation may purchase and maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss incurred by him in any
such Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.
(G) Without the consent of a person entitled to the
indemnification and other rights provided in this Article (unless otherwise
required by the Delaware General Corporation Law), no amendment modifying or
terminating such rights shall adversely affect such person's rights with respect
to the period prior to such amendment.
(H) If the Corporation is merged into or consolidated with
another corporation and the Corporation is not the surviving corporation, or if
substantially all of the assets or stock of the Corporation is acquired by any
other corporation, or in the event of any other similar reorganization involving
the Corporation, the Board of Directors of the Corporation or the board of
directors of any corporation assuming the obligations of the Corporation shall
assume the obligations of the Corporation under this Article, through the date
of such merger, consolidation or reorganization, with respect to each person who
was entitled to indemnification rights under this Article as of such date.
TWELFTH: To the fullest extent permitted by Delaware law, as it may be
amended from time to time, a director of the Corporation shall not be liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.
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<PAGE>
Certificate of Amendment of
Certificate of Incorporation of
Advanced Magnetics, Inc.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereto affixed and this Certificate of Amendment to be signed by its President
and attested by its Secretary this 3rd day of February, 1987.
ADVANCED MAGNETICS, INC.
ATTEST: /s/ Marlene Kaplan Goldstein By: /s/ Jerome Goldstein
----------------------------- --------------------------
Marlene Kaplan Goldstein, Jerome Goldstein,
Secretary President
-4-
<PAGE>
CERTIFICATE OF CHANGE OF ADDRESS OF
REGISTERED OFFICE AND OF REGISTERED AGENT
PURSUANT TO SECTION 134 OF TITLE 8 OF THE DELAWARE CODE
To: DEPARTMENT OF STATE
Division of Corporations
Townsend Building
Federal Street
Dover, Delaware 19903
Pursuant to the provisions of Section 134 of Title 8 of the Delaware
Code, the undersigned Agent for service of process, in order to change the
address of the registered office of the corporations for which it is registered
agent, hereby certifies that:
1. The name of the agent is: The Corporation Trust Company
2. The address of the old registered office was:
100 West Tenth Street
Wilmington, Delaware 19801
3. The address to which the registered office is to be changed is:
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
The new address will be effective on July 30, 1984.
4. The names of the corporations represented by said agent are set
forth on the list annexed to this certificate and made a part
hereof by reference.
IN WITNESS WHEREOF, said agent has caused this
certificate to be signed on its behalf by its Vice-President
and Assistant Secretary this 25th day of July, 1984.
THE CORPORATION TRUST COMPANY
-------------------------------------
(Name of Registered Agent)
By /s/ Virginia Colvell
---------------------
(Vice-President)
-1-
<PAGE>
Certificate of Amendment of
Certificate of Incorporation of
Advanced Magnetics, Inc.
ATTEST:
/s/ Derek North
--------------------------
(Assistant Secretary)
-2-
<PAGE>
Certificate of Amendment of
Certificate of Incorporation of
Advanced Magnetics, Inc.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ADVANCED MAGNETICS, INC.
ADVANCED MAGNETICS, INC., a Delaware corporation, hereby certifies as
follows:
FIRST. The Board of Directors of said corporation duly adopted a
resolution setting forth and declaring advisable the amendment of Article Fourth
of the Certificate of Incorporation of said corporation to increase the total
number of shares which the corporation shall have authority to issue from
10,000,000 shares of Common Stock of the par value of $.01 per share to
15,000,000 shares of Common Stock of the par value of $.01 per share so that, as
amended, said Article shall read as follows:
FOURTH. (A) This Corporation is authorized to issue two
classes of stock to be designated, respectively, "Common
Stock" and "Preferred Stock." The total number of shares which
the Corporation is authorized to issue is 17,000,000, $.01 par
value per share, of which 15,000,000 shares shall be Common
stock and 2,000,000 shares shall be Preferred Stock.
SECOND. The foregoing amendment has been duly adopted by the favorable
vote of the holders of a majority of the outstanding stock entitled to vote
thereon in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereto affixed and this Certificate of Amendment to be signed by its President
and attested by its Secretary this 6th day of March, 1992.
ADVANCED MAGNETICS, INC.
ATTEST: /s/ Marlene Kaplan Goldstein By: /s/ Jerome Goldstein
----------------------------- -----------------------
Marlene Kaplan Goldstein, Jerome Goldstein,
Secretary President
