**4. **The Certificate of Incorporation of the Corporation, as restated herein, shall at theeffective time of this Restated Certificate of Incorporation, read as follows:* * * * * * *     **FIRST.**The name of this Corporation is Clinical Data, Inc.     **SECOND.**The address of its registered office in the State of Delaware is Suite 606, 1220 N.Market Street, Wilmington, DE 19801, Country of New Castle.     The name of the Registered Agent therein and in charge thereof upon whom process against thisCorporation may be served is American Incorporators Ltd.     **THIRD.**The nature of the business or purposes to be conducted or promoted is as follows:     To design, engage in research and development, procure patents and licenses to manufacture,and to manufacture, distribute, purchase, sell, import and export, rent and lease, license, repairand maintain, service, generally deal in and market electric, electronic, mechanical and manualdevices, machines, equipment, and apparatus for utilization in the medical, dental, biological andchemical sciences for receiving, recording, measuring, and testing of bodily physical, chemical andbiological functions and performance, and for use in medical and dental research and development,and related, associated or similar classes and kinds of goods, products, equipment, appliances,instruments and apparatus.     To engage in the business of supplying and furnishing the services of technical and otherspecialized personnel, utilizing all types of electric, electronic, mechanical, and manualmachines, equipment and apparatus, to any person and to all kinds of firms, corporations,governmental agencies, hospitals, clinics, organizations and foundations, and to receive andcollect fees and other compensation for services rendered by such personnel.     To engage in the business of receiving, recording, measuring and testing bodily physical,chemical and biological functions and performance, and of processing, analyzing, indexing andsystematizing the data, records and measurements so obtained.     To engage in any lawful act or activity for which corporations may be organized under theGeneral Corporation Law of Delaware.     Notwithstanding any other provision herein to the contrary, the Corporation shall not maintaina hospital as referred to under Chapter 10A of Title 16 of the Delaware Code, engage in thepractice of medicine, or otherwise render medical or health services requiring a license underapplicable laws of the State of Delaware.     **FOURTH.**The total number of shares of capital Stock of all classes which the Corporation shallhave authority to issue is 61,500,000 shares, consisting of 60,000,000 shares of Common Stock, $.01par value per share, and 1,500,000 shares of Preferred Stock, $.01 par value per share.
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     **A. ****PREFERRED STOCK**     Preferred Stock may be issued from time to time in one or more series, each of such series tohave such terms as stated or expressed herein and in the resolution or resolutions providing forthe issue of such series adopted by the Board of Directors of the Corporation as hereinafterprovided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by theCorporation may be reissued except as otherwise provided by law. Different series of PreferredStock shall not be construed to constitute different classes of shares for the purpose of voting byclasses unless expressly provided.     Authority is hereby expressly granted to the Board of Directors from time to time to issue thePreferred Stock in one or more series, and in connection with the creation of any such series, byresolution or resolutions providing for the issue of the shares thereof, to determine and fix suchvoting powers, full or limited, or no voting powers, and such designations, preferences andrelative participating, optional or other special rights, and qualifications, limitations orrestrictions thereof, including without limitation thereof, dividend rights, conversion rights,redemption privileges and liquidations preferences, as shall be stated and expressed in suchresolutions, all to the full extent now or hereafter permitted by the General Corporation Law ofDelaware. Without limiting the generality of the foregoing, the resolutions providing for theissuance of any series of Preferred Stock may provide that such series shall be superior or rankequally or be junior to the Preferred. Stock of any other series to the extent permitted by law. Novote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the issuanceof any series of any shares of the Preferred Stock authorized by and complying with the conditionsof this Certificate of Incorporation, the right to have such vote being expressly waived by allpresent and future holders of the capital stock of the Corporation.     **B. ****COMMON STOCK**     The voting and dividend rights, and the rights in the event of the liquidation of theCorporation, of the holders of the Common Stock are subject to and qualified by such rights of theholders of the Preferred Stock of any series as the Board of Directors may designate upon theissuance of the Preferred Stock of any series.     The holders of the Common Stock are entitled to one vote for each share held at all meetingsof stockholders. There shall be no cumulative voting.     Dividends may be declared and paid on the Common Stock from funds lawfully available thereforas and when determined by the Board of Directors and subject to any preferential dividends rightsof any then outstanding Preferred Stock.     Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary,holders of Common Stock will be entitled to receive pro rata all net assets of the Corporationavailable for distribution after payment of creditors and of any preferential liquidation rights ofany then outstanding Preferred Stock.     No holder of shares of the Common Stock or of the Preferred Stock shall be entitled as such,as a matter of right, to subscribe for or purchase any part of any new or additional issue of stockof any class whatsoever of the Corporation, or of securities convertible into stock of any
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class whether now or hereafter authorized, or whether issued for cash or other considerationor by way of dividend.     **FIFTH.**In furtherance of and not in limitation of powers conferred by statute, it is furtherprovided:     1. Election of Directors need not be by written ballot.     2. The Board of Directors is expressly authorized to make, alter or repeal the By-Laws of theCorporation.     **SIXTH.**Whenever a compromise or arrangement is proposed between this Corporation and itscreditors or any class of them and/or between this Corporation and its stockholders or any class ofthem, any court of equitable jurisdiction within the State of Delaware may, on the application in asummary way of this Corporation or of any creditor or stockholder thereof, or on the application ofany receiver or receivers appointed for this Corporation under the provisions of section 291 ofTitle 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver orreceivers appointed for this Corporation under the provisions of section 279 of Title 8 of theDelaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders orclass of stockholders of this Corporation, as the case may be, to be summoned in such manner as thesaid court directs. If a majority in number representing three-fourths in value of the creditors orclass of creditors, and/or of the stockholders or class of stockholders of this Corporation, as thecase may be, agree to any compromise or arrangement and to any reorganization of this Corporationas consequence of such compromise or arrangement, the said compromise or arrangement and the saidreorganization shall, if sanctioned by the court to which the said application has been made, bebinding on all the creditors or class of creditors, and/or on all the stockholders or class ofstockholders, of this Corporation, as the case may be, and also on this Corporation.     **SEVENTH.**The Corporation shall, to the fullest extent permitted by Section 145 of the GeneralCorporation Law of Delaware, as the same may be amended and supplemented from time to time,indemnify any and all directors and officers which it shall have power to indemnify under saidSection 145 from and against any and all of the expenses, liabilities or other matters referred toin or covered by said Section, and the indemnification provided for herein shall not be deemedexclusive of any other rights to which those indemnified may be entitled under any By-law,agreement, vote of stockholders or disinterested directors or otherwise, both as to action in theirofficial capacities and as to action in another capacity while holding such office, and shallcontinue as to a person who has ceased to be a director or officer, and shall inure to the benefitof the heirs, executors and administrators of such a person.     To the fullest extent permitted by Delaware law, as it may be amended and supplemented fromtime to time, a director of the Corporation shall not be liable to the Corporation or itsstockholders for monetary damages for breach of fiduciary duty as a director.     **EIGHTH.**The Corporation reserves the right to amend, alter, change or repeal any provisioncontained in this Certificate of Incorporation, in the manner now or hereafter
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prescribed by statute, and all rights conferred upon stockholders herein are granted subjectto this reservation.* * * * * * *
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     **I,****The Undersigned**, being the Executive Vice President, Chief Legal Officer, andSecretary of the Corporation, do make this certificate, hereby declaring and certifying that thisis my act and deed and the facts herein stated are true, and accordingly have hereunto set my handthis 10th day of June, 2008, on behalf of the Corporation.         **Clinical Data, Inc.**           By: /s/ Caesar J. Belbel           Name: Caesar J. Belbel    Title: *Executive Vice President,*      *Chief Legal Officer, and Secretary*