**Exhibit 3.1**

**CERTIFICATE OF INCORPORATION**

**OF**

**CALLISTOPHARMACEUTICALS, INC.**

THE UNDERSIGNED, in order to form a corporation forthe purpose hereinafter stated, under and pursuant to the provisions of theGeneral Corporation Law of the State of Delaware, as amended from time to time(the “Law”), hereby certifies as follows:

**Article1.              **Thename of the corporation is **CallistoPharmaceuticals, Inc.** (the “Corporation”).

**Article2.              **Theaddress of the Corporation’s registered office in the State of Delaware is 2711Centerville Road, Suite 400, City of Wilmington, County of New Castle 19808,and its registered agent at such address is Corporation Service Company.

**Article3.              **Thepurpose of the Corporation is to engage in any lawful act or activity for whicha Corporation may be organized under the Law.

**Article4.              **TheCorporation is authorized to issue two classes of stock to be designated,respectively, “Common Stock” and “Preferred Stock.”  The total number of shares that theCorporation is authorized to issue is one hundred and seventy million(170,000,000), of which one hundred and fifty million (150,000,000) millionshares shall be Common Stock, $.0001 par value per share, and of which twentymillion (20,000,000) shares shall be Preferred Stock, $.0001 par value pershare.

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.

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**Article5.              **The nameand 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                              |

 

**Article6.              **Infurtherance and not in limitation of the powers conferred by statute, the Boardof Directors is expressly authorized to make, repeal, alter, amend and rescindany or all of the By-laws of the Corporation. In addition, the By-laws may be amended by the affirmative vote ofholders of at least a majority of the outstanding shares of voting stock of theCorporation entitled to vote at an election of directors.

**Article7.              **Thenumber of directors of the Corporation shall be such as from time to time shallbe fixed by, or in the manner provided in, the by-laws of the Corporation.  No election of directors need be by writtenballot unless the by-laws so provide.

**Article8.              **Stockholdersof the Corporation shall take action by meetings held pursuant to thisCertificate of Incorporation and the Bylaws. Notwithstanding the foregoing, stockholders shall have the right to takeany action by written consent without a meeting.  Meetings of stockholders may be held withinor without the State of Delaware, as the By-laws may provide.  Special meetings of the stockholders, for anypurpose or purposes, may only be called by the Chairman of the Board ofDirectors of the Corporation.  The booksof 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 fromtime to time by the Board of Directors or in the By-laws of the Corporation.

**Article9.              **To thefullest extent permitted by applicable law, the Corporation is authorized toprovide indemnification of (and advancement of expenses to) directors,officers, employees and agents (and any other persons to which Delaware lawpermits this Corporation to provide indemnification) through Bylaw provisions,agreements with such agents or other persons, vote of stockholders ordisinterested directors or otherwise, in excess of the indemnification andadvancement otherwise permitted by Section 145 of the Law, subject only tolimits created by applicable Delaware law (statutory or non-statutory), withrespect to actions for breach of duty to the Corporation, its stockholders, andothers.

No director of theCorporation shall be personally liable to the Corporation or any stockholderfor monetary damages for breach of fiduciary duty as a director, except for anymatter in respect of which such director shall be liable under Section 174 ofthe Law or any amendment thereto or shall be liable by reason that, in additionto any and all other requirements for such liability, such director (1) shallhave breached the director’s duty of loyalty to the Corporation or itsstockholders, (2) shall 

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have acted in a manner involving intentionalmisconduct or a knowing violation of law or, in failing to act, shall haveacted in a manner involving intentional misconduct or a knowing violation oflaw, or (3) shall have derived an improper personal benefit. If the Law ishereafter amended to authorize the further elimination or limitation of theliability of a director, the liability of a director of the Corporation shallbe eliminated or limited to the fullest extent permitted by the Law, as soamended.

Eachperson who was or is made a party or is threatened to be made a party to or isin any way involved in any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative(hereinafter a “proceeding”), including any appeal therefrom, by reason of thefact 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 indirectsubsidiary of the Corporation, or is or was serving at the request of theCorporation as a director or officer of another entity or enterprise, or was adirector or officer of a foreign or domestic corporation which was apredecessor corporation of the Corporation or of another entity or enterpriseat the request of such predecessor corporation, shall be indemnified and heldharmless by the Corporation, and the Corporation shall advance all expensesincurred by any such person in defense of any such proceeding prior to itsfinal determination, to the fullest extent authorized by the Law. In anyproceeding against the Corporation to enforce these rights, such person shallbe presumed to be entitled to indemnification and the Corporation shall have theburden of proving that such person has not met the standards of conduct forpermissible indemnification set forth in the Law. The rights to indemnificationand advancement of expenses conferred by this Article 9 shall be presumed tohave been relied upon by the directors and officers of the Corporation inserving or continuing to serve the Corporation and shall be enforceable ascontract rights. Said rights shall not be exclusive of any other rights towhich those seeking indemnification may otherwise be entitled. The Corporationmay, upon written demand presented by a director or officer of the Corporationor of a direct or indirect subsidiary of the Corporation, or by a personserving at the request of the Corporation as a director or officer of another entityor enterprise, enter into contracts to provide such persons with specifiedrights to indemnification, which contracts may confer rights and protections tothe maximum extent permitted by the Law, as amended and in effect from time totime.

Ifa claim under this Article 9 is not paid in full by the Corporation withinsixty (60) days after a written claim has been received by the Corporation, theclaimant may at any time thereafter bring suit against the Corporation torecover 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 suchclaim. It shall be a defense to any such action (other than an action broughtto enforce the right to be advanced expenses incurred in defending anyproceeding prior to its final disposition where the required undertaking, ifany, has been tendered to the Corporation) that the claimant has not met thestandards of conduct which make it permissible under the Law for theCorporation to indemnify the claimant for the amount claimed, but the claimantshall be presumed to be entitled to indemnification and the Corporation shallhave the burden of proving that the claimant has not met the standards ofconduct for permissible indemnification set forth in the Law.

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Ifthe Law is hereafter amended to permit the Corporation to provide broaderindemnification rights than said law permitted the Corporation to provide priorto such amendment, the indemnification rights conferred by this Article 9 shallbe broadened to the fullest extent permitted by the Law, as so amended.

**Article10.           **Whenevera compromise or arrangement is proposed between this Corporation and itscreditors or any class of them and/or between this Corporation and itsstockholders or any class of them, any court of equitable jurisdiction withinthe State of Delaware may, on the application in a summary way of thisCorporation or of any creditor or stockholder thereof or on the application ofany receiver or receivers appointed for this Corporation under the provisionsof Section 291 of Title 8 of the Delaware Code or on the application oftrustees in dissolution or of any receiver or receivers appointed for thisCorporation under the provisions of Section 279 of Title 8 of the DelawareCode, order a meeting of the creditors or class of creditors, and/or of thestockholders 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-fourthsin value of the creditors or class of creditors, and/or of the stockholders orclass of stockholders of this Corporation, as the case may be, agree to anycompromise or arrangement and to any reorganization of this Corporation asconsequence of such compromise or arrangement, the said compromise orarrangement and the said reorganization shall, if sanctioned by the court towhich the said application has been made, be binding on all the creditors orclass of creditors, and/or on all the stockholders or class of stockholders, ofthis Corporation, as the case may be, and also on this Corporation.

**Article11.           **TheCorporation reserves the right to amend, alter, change or repeal any provisioncontained in this Certificate of Incorporation, in the manner now or hereafterprescribed by statute, and all rights conferred upon stockholders herein aregranted subject to this reservation. Notwithstanding the foregoing, theprovisions set forth in Articles 6, 7, 8, 9 and 11 of this Certificate ofIncorporation may not be repealed or amended in any respect without theaffirmative vote of holders of at least a majority of the outstanding votingstock of the Corporation entitled to vote at election of directors.

**Article12.           **TheCorporation shall have perpetual existence.

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