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Certificate of Incorporation [Amended and Restated No. 8]

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Title:

Certificate of Incorporation [Amended and Restated No. 8]

Entities:

Inhibitex, Inc.

Date:

2004

Size:

Preview shows 3KB of 18KB total

Price:

$37

ID:

#274072

► Corporate ► Bus. Formation ► Incorporation ► Delaware Certificates of Incorporation
► Biotech & Drugs ► Biological Products

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                           EIGHTH AMENDED AND RESTATED



                          CERTIFICATE OF INCORPORATION



                                       OF



                                 INHIBITEX, INC.



                  Inhibitex, Inc., a corporation organized and existing under

the General Corporation law of the State of Delaware, hereby certifies as

follows:



                  1.       The name of the corporation is Inhibitex, Inc. (the

"Corporation"), which is the name under which the Corporation was originally

incorporated. The original Certificate of Incorporation of the Corporation was

filed with the Secretary of State of the State of Delaware on May 13, 1994.



                  2.       This Amended and Restated Certificate of

Incorporation has been duly adopted in accordance with the provisions of

Sections 228, 242 and 245 of the General Corporation Law of the State of

Delaware by the Board of Directors and stockholders of the Corporation.



                  3.       The text of the Certificate of Incorporation, as

amended, is hereby amended and restated to read in its entirety as follows:



         FIRST:            The name of the corporation is Inhibitex, Inc. (the

"Corporation").



         SECOND:           The registered office of the Corporation is located

at 1209 Orange Street, in the City of Wilmington, County of New Castle,

State of Delaware. The name of its registered agent at that address is The

Corporation Trust Company.



         THIRD:            The purpose of the Corporation is to engage in any

lawful act or activity for which a corporation may be organized under the

General Corporation Law of the State of Delaware.



         FOURTH:           The total number of shares of all classes of stock

which the Corporation shall be authorized to issue is 80,000,000, of which

75,000,000 shall be designated as Common Stock with a par value of $0.001 per

share and 5,000,000 shall be designated as Preferred Stock with a par value of

$0.001 per share.



                  (a)      Common Stock. The powers, preferences and relative

participating, optional or other rights, and the qualifications, limitations and

restrictions in respect of the Common Stock are as follows:



                  Subject to the prior or equal rights of any holders of

Preferred Stock, the holders

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