Exhibit 3.1  CERTIFICATE OF INCORPORATION OF CALLISTO PHARMACEUTICALS, INC.  THE UNDERSIGNED, in order to form a corporation for
the purpose hereinafter stated, under and pursuant to the provisions of the
General Corporation Law of the State of Delaware, as amended from time to time
(the Law), hereby certifies as follows:  Article 1.The name of the
corporation is Callisto Pharmaceuticals, Inc.
(the Corporation).  Article 2.The address of
the Corporations registered office in the State of Delaware is 2711
Centerville Road, Suite 400, City of Wilmington, County of New Castle
19808, and its registered agent at such address is Corporation Service Company.  Article 3.The purpose of
the Corporation is to engage in any lawful act or activity for which a Corporation
may be organized under the Law.  Article 4.The Corporation is
authorized to issue two classes of stock to be designated, respectively, Common
Stock and Preferred Stock. The total number of shares that the Corporation
is authorized to issue is two hundred forty five million (245,000,000), of
which two hundred twenty five million (225,000,000) shares shall be Common
Stock, $.0001 par value per share, and of which twenty million (20,000,000)
shares shall be Preferred Stock, $.0001 par value per share.  The Preferred Stock may be issued from time to time in one or more series, without further stockholder approval. The Board of Directors of the Corporation is hereby authorized to fix or alter the rights, preferences, privileges and restrictions granted to or imposed upon each series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or of any of them. The rights, privileges, preferences and restrictions of any such additional series may be subordinated to, pari passu with (including, without limitation, inclusion in provisions with respect to liquidation and acquisition preferences, redemption and/or approval of matters by vote), or senior to any of those of any present or future class or series of Preferred Stock or Common Stock. The Board of Directors is also authorized to increase or decrease the number of shares of any series prior or subsequent to the issue 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 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.


Article 4.The name and
mailing address of the Sole Incorporator are as follows:  Jeffrey J. Fessler Sills Cummis Radin Tischman Epstein & Gross, P.A. One Riverfront Plaza Newark, New Jersey 07102  Article 5.In furtherance
and not in limitation of the powers conferred by statute, the Board of
Directors is expressly authorized to make, repeal, alter, amend and rescind any
or all of the By-laws of the Corporation. 
In addition, the By-laws may be amended by the affirmative vote of
holders of at least a majority of the outstanding shares of voting stock of the
Corporation entitled to vote at an election of directors.  Article 6.The number of
directors of the Corporation shall be such as from time to time shall be fixed
by, or in the manner provided in, the by-laws of the Corporation.  No election of directors need be by written
ballot unless the by-laws so provide.  Article 7.Stockholders of
the Corporation shall take action by meetings held pursuant to this Certificate
of Incorporation and the Bylaws. 
Notwithstanding the foregoing, stockholders shall have the right to take
any action by written consent without a meeting.  Meetings of stockholders may be held within
or without the State of Delaware, as the By-laws may provide.  Special meetings of the stockholders, for any
purpose or purposes, may only be called by the Chairman of the Board of
Directors of the Corporation.  The books
of the Corporation may be kept (subject to any provision contained in the
statutes) outside the State of Delaware at such place or places as may be designated
from time to time by the Board of Directors or in the By-laws of the
Corporation.  Article 8.To the fullest
extent permitted by applicable law, the Corporation is authorized to provide
indemnification of (and advancement of expenses to) directors, officers,
employees and agents (and any other persons to which Delaware law permits this
Corporation to provide indemnification) through Bylaw provisions, agreements
with such agents or other persons, vote of stockholders or disinterested
directors or otherwise, in excess of the indemnification and advancement
otherwise permitted by Section 145 of the Law, subject only to limits
created by applicable Delaware law (statutory or non-statutory), with respect
to actions for breach of duty to the Corporation, its stockholders, and others.  No director of the Corporation shall be personally
liable to the Corporation or any stockholder for monetary damages for breach of
fiduciary duty as a director, except for any matter in respect of which such
director shall be liable under Section 174 of the Law or any amendment
thereto or shall be liable by reason that, in addition to any and all other
requirements for such liability, such director (1) shall have breached the
directors duty of loyalty to the Corporation or its stockholders, (2) shall


have acted in a manner involving intentional
misconduct or a knowing violation of law or, in failing to act, shall have
acted in a manner involving intentional misconduct or a knowing violation of
law, or (3) shall have derived an improper personal benefit. If the Law is
hereafter amended to authorize the further elimination or limitation of the
liability of a director, the liability of a director of the Corporation shall
be eliminated or limited to the fullest extent permitted by the Law, as so
amended.  Each person who was or is made a party or is
threatened to be made a party to or is in any way involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a proceeding), including any
appeal therefrom, by reason of the fact that he or she, or a person of whom he
or she is the legal representative, is or was a director or officer of the
Corporation or a direct or indirect subsidiary of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
entity or enterprise, or was a director or officer of a foreign or domestic
corporation which was a predecessor corporation of the Corporation or of another
entity or enterprise at the request of such predecessor corporation, shall be
indemnified and held harmless by the Corporation, and the Corporation shall
advance all expenses incurred by any such person in defense of any such
proceeding prior to its final determination, to the fullest extent authorized
by the Law. In any proceeding against the Corporation to enforce these rights,
such person shall be presumed to be entitled to indemnification and the
Corporation shall have the burden of proving that such person has not met the
standards of conduct for permissible indemnification set forth in the Law. The
rights to indemnification and advancement of expenses conferred by this Article 9
shall be presumed to have been relied upon by the directors and officers of the
Corporation in serving or continuing to serve the Corporation and shall be
enforceable as contract rights. Said rights shall not be exclusive of any other
rights to which those seeking indemnification may otherwise be entitled. The
Corporation may, upon written demand presented by a director or officer of the
Corporation or of a direct or indirect subsidiary of the Corporation, or by a
person serving at the request of the Corporation as a director or officer of
another entity or enterprise, enter into contracts to provide such persons with
specified rights to indemnification, which contracts may confer rights and
protections to the maximum extent permitted by the Law, as amended and in
effect from time to time.  If a claim under this Article 9 is not
paid in full by the Corporation within sixty (60) days after a written claim
has been received by the Corporation, 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 expenses of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce the right to be advanced
expenses incurred in defending any proceeding prior to its final disposition
where the required undertaking, if any, has been tendered to the Corporation)
that the claimant has not met the standards of conduct which make it
permissible under the Law for the Corporation to indemnify the claimant for the
amount claimed, but the claimant shall be presumed to be entitled to
indemnification and the Corporation shall have the burden of proving that the
claimant has not met the standards of conduct for permissible indemnification
set forth in the Law.


If the Law is hereafter amended to permit the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment, the indemnification rights
conferred by this Article 9 shall be broadened to the fullest extent
permitted by the Law, as so amended.  Article 9.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.  Article 10.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. Notwithstanding the foregoing, the provisions set forth in
Articles 6, 7, 8, 9 and 11 of this Certificate of Incorporation may not be
repealed or amended in any respect without the affirmative vote of holders of
at least a majority of the outstanding voting stock of the Corporation entitled
to vote at election of directors.  Article 11.The Corporation
shall have perpetual existence.