<PAGE>

                                                                    Exhibit 3(i)

                           CERTIFICATE OF DESIGNATION

                                       of

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                               BIOPURE CORPORATION

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

         Biopure Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 151 of the
General Corporation Law at a meeting duly called and held on July 28, 1999:

         RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Restated
Certificate of Incorporation of the Corporation (the "Restated Certificate of
Incorporation"), the Board of Directors hereby creates a series of Preferred
Stock, par value $0.01 per share (the "Preferred Stock"), of the Corporation and
hereby states the designation and number of shares, and fixes the relative
rights, preferences, and limitations thereof as follows:

         Section 1. Designation and Amount. The shares of this series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 75,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.

         Section 2. Dividends and Distributions.

                  (A) Subject to the rights of the holders of any shares of any

<PAGE>

series of Preferred Stock (or any other stock) ranking prior and superior to the
Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock shall be entitled to receive, when, as and if declared
by the Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the last day of March, June, September
and December in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A Preferred Stock, in an amount (if any) per share (rounded to the
nearest cent), subject to the provision for adjustment hereinafter set forth,
equal to 1000 times the aggregate per share amount of all cash dividends, and
1000 times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions, other than a dividend payable in shares of
Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation
or a subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event the Corporation shall at any time declare
or pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the
preceding sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

                  (B) The Corporation shall declare a dividend or distribution
on the Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock).

                  (C) Dividends due pursuant to paragraph (A) of this Section
shall begin to accrue and be cumulative on outstanding shares of Series A
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date
of issue of such shares, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly

Dividend Payment Date or is a date after the record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such

<PAGE>

Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Preferred Stock in an amount
less than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the payment
thereof.

         Section 3. Voting Rights. The holders of shares of Series A Preferred
Stock shall have the following voting rights:

                  (A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder thereof
to 1000 votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the number of votes per share to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (B) Except as otherwise provided the Restated Certificate of
Incorporation, including any other Certificate of Designations creating a series
of Preferred Stock or any similar stock, or by law, the holders of shares of
Series A Preferred Stock and the holders of shares of Common Stock and any other
capital stock of the Corporation having general voting rights shall vote
together as one class on all matters submitted to a vote of stockholders of the
Corporation.

                  (C) Except as set forth herein, or as otherwise required by
law, holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.

         Section 4. Certain Restrictions.

                  (A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock

<PAGE>

outstanding shall have been paid in full, the Corporation shall not:

                           (i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

                           (ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except dividends paid ratably on the Series A Preferred Stock
and all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled; or

                           (iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock,
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for shares of any stock of
the Corporation ranking junior (as to dividends and upon dissolution,
liquidation or winding up) to the Series A Preferred Stock.

                  (B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

         Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein or in
the Restated Certificate of Incorporation, including any Certificate of
Designations creating a series of Preferred Stock or any similar stock, or as
otherwise required by law.

         Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation the holders of shares
of Series A Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
1000 times the aggregate amount to be distributed per share to holders of shares
of Common Stock plus an amount equal to any accrued and unpaid dividends. In the
event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to

<PAGE>

such event under the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

         Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         Section 8. Amendment. The Restated Certificate of Incorporation shall
not be amended in any manner, including in a merger or consolidation, which
would alter, change, or repeal the powers, preferences or special rights of the
Series A Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of at least two-thirds of the outstanding shares of Series A
Preferred Stock, voting together as a single class.

         Section 9. Rank. The Series A Preferred Stock shall rank, with respect
to the payment of dividends and upon liquidation, dissolution and winding up,
junior to all series of Preferred Stock.

                  IN WITNESS WHEREOF, this Certificate of Designation is
executed on behalf of the Corporation by its Senior Vice President this ______
day of October, 1999.

                               BIOPURE CORPORATION

                           By:_________________________
                           Jane Kober
                           Senior Vice President

<PAGE>

                           CERTIFICATE OF AMENDMENT TO
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               BIOPURE CORPORATION
                             a Delaware Corporation

             Pursuant to Section 242 of the General Corporation Law
                            of the State of Delaware

Biopure Corporation, a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify:

A. The name of the corporation is Biopure Corporation (the "Corporation"). The
Corporation was originally incorporated under the name Biopure Fine Chemicals,
Inc., which name was changed to "Biopure Corporation" on October 31, 1985. The
original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on July 30, 1984, was restated on December 22, 1998, and
was subsequently amended. The Certificate of Incorporation, as amended, is
referred to herein as the "Restated Certificate."

B. The following amendment to the Restated Certificate has been duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware:

                  1. That Article FOURTH of the Restated Certificate be and
hereby is amended to increase the total number of shares of Class A Common Stock
that the Corporation shall have authority to issue from 100,000,000 shares to
200,000,000 shares. Therefore, the total number of shares of all classes of
capital stock that the Corporation shall have authority to issue is 230,000,179,
consisting solely of:

<TABLE>
<S>              <C>
200,000,000      shares of Class A Common Stock, $.01 par
                 value per share;
        179      shares of Class B Common Stock, $.01 par value
                 per share; and
 30,000,000      shares of preferred stock, $.01 par value per
                 share.
</TABLE>

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to
be duly executed by its duly authorized officer this 3rd day of December, 2004.

                               BIOPURE CORPORATION

                               By:   /s/ Jane Kober
                                   --------------------------------------------
                               Name: Jane Kober
                               Title:Senior Vice President, General Counsel and
                                     Secretary

<PAGE>

                      RESTATED CERTIFICATE OF INCORPORATION
                             OF BIOPURE CORPORATION
                         PURSUANT TO SECTION 245 OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

         Biopure Corporation, a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

         (A) The name of the corporation is Biopure Corporation (the
"Corporation"). The Corporation was originally incorporated under the name
Biopure Fine Chemicals, Inc., which name was changed to "Biopure Corporation" on
October 31, 1985. The original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on July 30, 1984, was restated on
December 22, 1998, and was subsequently amended.

         (B) This Restated Certificate of Incorporation restates the Restated
Certificate of Incorporation of the Corporation, as amended, and has been
adopted and approved in accordance with Section 245 of the General Corporation
Laws of the State of Delaware.

         (C) The text of the Restated Certificate of Incorporation as heretofore
amended is hereby restated to read in its entirety as follows:

                  FIRST: NAME. The name of the Corporation is:

                               Biopure Corporation

                  SECOND: REGISTERED AGENT. The registered office of the
Corporation is to be located at 1013 Centre Road, in the City of Wilmington,
County of New Castle, State of Delaware and the registered agent's name is the
Corporation Service Company.

                  THIRD: PURPOSE. The purpose of the Corporation is to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.

                  FOURTH: CAPITALIZATION. The total number of shares of capital
stock which the Corporation shall have authority to issue is 130,000,179 shares,
divided into two classes. The total authorized number of shares of common stock
is 100,000,179, consisting of 100,000,000 shares of Class A Common Stock, par
value $0.01 ("Common Stock"), and 179 shares of Class B Common Stock, par value
$1.00 ("Class B Common Stock"). The total authorized number of shares of
preferred stock ("Preferred Stock") is 30,000,000 shares, par value $.01 per
share.

         Subject to any limitations prescribed by law, the Board of Directors is
authorized to provide for the issuance of shares of Preferred Stock in series,
and by filing a certificate pursuant to the applicable law of the State of
Delaware (such certificate being hereinafter referred to as a

<PAGE>

"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. The number of authorized
shares of Preferred Stock in any such series may be increased or decreased (but
not below the number of shares thereof then outstanding) by the affirmative vote
of holders of a majority of the voting power entitled to vote generally in the
election of directors, without a vote of the holders of Preferred Stock of such
series, unless a vote of any such holders is required pursuant to the terms of
any Preferred Stock Designation.

         The powers, preferences and rights of the shares of the Common Stock
and the Class B Common Stock and the qualifications, limitations or restrictions
thereof, are as follows:

         A. Common Stock

                  1. Except as otherwise required by law and subject to the
voting rights of the holders of Preferred Stock, the holders of Common Stock are
entitled at all times to one vote per share on all matters to be voted on by the
Corporation's stockholders.

                  2. The holders of the Common Stock are entitled to receive
dividends when and as dividends on the Common Stock are declared by the Board of
Directors.

         B. Class B Common Stock

                  1. Dividends. The holders of the Class B Common Stock shall
not be entitled to receive dividends.

                  2. Voting Rights. The holders of the Class B Common Stock
shall have no right as such holders to vote at or participate in any meeting of
stockholders of the Corporation or to receive any notice of such meeting, except
as required by law.

                  3. Distribution of Assets. In the event of the voluntary or
involuntary liquidation, dissolution, or winding up of the Corporation, and
after all amounts to which the holders of Preferred Stock have been paid or set
aside in cash for payment, the holders of Class B Common Stock will be entitled
to receive on a pari passu basis with the holders of Common Stock all of the
remaining assets of the Corporation available for distribution to holders of its
Common Stock. For purposes of determining the portion of such remaining assets
to be received by holders of the Class B Common Stock, shares of Class B Common
Stock shall be deemed to have been converted into a number of shares of Common
Stock to be determined by multiplying the Share Limit by the Class B Liquidation
Ratio.

                  4. Conversion. All outstanding shares of Class B Common Stock
shall be automatically converted into shares of Common Stock at the time and on
the terms set forth below.

<PAGE>

                           1. Upon receipt by the Corporation of the
Determination, all shares of Class B Common Stock shall, subject to adjustment
as provided in subparagraph (b) below, be automatically converted into that
number of shares of Common Stock equal to the product of the Exchange Rate
(based on the Fair Market Value per share of Common Stock as set forth in the
Determination) and the Class B Conversion Value provided that the aggregate
number of shares of Common Stock issued pursuant to this provision shall not
exceed an amount equal to the product of the Class B Conversion Ratio and the
Share Limit.

                           If each outstanding share of the Class B Common Stock
is so automatically converted, it shall be converted without any further action
by the holders of such shares and whether or not the certificates representing
such shares are surrendered to the Corporation or its transfer agent; provided,
however, that the Corporation shall not be obligated to issue certificates
evidencing the shares of the Common Stock issuable upon conversion of any shares
of the Class B Common Stock unless certificates evidencing such shares of the
Class B Common Stock are either delivered to the Corporation or any transfer
agent, as hereinafter provided, or the holder notifies the Corporation that such
certificates have been lost, stolen or destroyed and executes an agreement
satisfactory to the Corporation to indemnify the Corporation from any loss
incurred by it in connection therewith. Upon the occurrence of the automatic
conversion of the Class B Common Stock, the holders of the Class B Common Stock
shall surrender the certificates representing such shares at the office of the
Corporation or of any transfer agent for the Class B Common Stock or the Common
Stock. Thereupon, there shall be issued and delivered to such holder, promptly
at such office and in his name as shown on such surrendered certificate or
certificates, a certificate or certificates for the number of shares of Common
Stock into which the shares of the Class B Common Stock surrendered were
converted on the date on which the Determination was received by the
Corporation.

                           2. Any conversion of Class B Common Stock under
subparagraph (a) shall be subject to adjustment as described below. In the event
that the Corporation shall (i) declare a dividend or make a distribution on
Common Stock payable in shares of its capital stock (whether shares of Common
Stock or of capital stock of any other class), (ii) subdivide outstanding shares
of Common Stock into a greater number of shares, (iii) combine outstanding
shares of Common Stock into a smaller number of shares, or (iv) issue any shares
of its capital stock by reclassification of Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Corporation is the continuing Corporation), then if the record date, in the case
of such a dividend or distribution, or the effective date, in the case of such a
subdivision, combination or reclassification, is after the 30th day after PLA
and ELA Approval, then the holder shall be entitled to receive upon conversion
of its shares of Class B Common Stock pursuant to paragraph (a) above the
aggregate number and kind of shares which, if such conversion had been made at
the Exchange Rate and subject to the Share Limit in effect immediately prior to
such event, the holder would have owned upon such conversion and been entitled
to receive by virtue of such dividend, distribution, subdivision, combination or
reclassification.

<PAGE>

                           3. The Corporation shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the conversion of shares of the Class B Common
Stock, such number of its shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of Class B Common
Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding
shares of the Class B Common Stock, the Corporation will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of the Common Stock to such number of shares as
shall be sufficient for such purpose.

                  5. Definitions.

                  "Class B Conversion Ratio" means a fraction, the numerator of
which shall be 24.574 plus the number of shares of Class B Common Stock held by
the holders and the denominator of which shall be 225.

                  "Class B Conversion Value" means the multiplicative product of
(x) 24.574 plus the number of outstanding shares of Class B Common Stock and (y)
$1 million.

                  "Class B Liquidation Ratio" means a fraction, the numerator of
which shall be the number of shares of Class B Common Stock held by the holders
and the denominator of which shall be 225.

                  "Determination" means the determination by the Qualified
Arbitrator of the Fair Market Value of the Corporation as of the 30th day
following PLA and ELA Approval pursuant to a Determination Process which shall
commence on the 30th day following PLA and ELA Approval.

                  "Determination Process" means the following process through
which the Determination shall be made:

                           1. On or before the 40th day following PLA and ELA
Approval, the Corporation and the holder of the Class B Common Stock (the
"Parties") shall agree on the appointment of a Qualified Arbitrator and such
Qualified Arbitrator shall within 60 days further make the Determination,
provided, however, that:

                                    (a) if the Parties shall not agree on the
appointment of a Qualified Arbitrator as aforesaid, the Parties shall each
appoint a disinterested third party as its representative on or before such 40th
day following PLA and ELA Approval and the representatives thus appointed shall
appoint a Qualified Arbitrator, and such Qualified Arbitrator shall be
instructed to make the determination within 30 days;

<PAGE>

                                    (b) if either Party shall have failed to
appoint a representative as aforesaid, the first representative appointed shall
appoint the Qualified Arbitrator;

                                    (c) if the two representatives appointed by
the Parties shall be unable to agree upon the appointment of the Qualified
Arbitrator within 15 days of their appointment, they shall give notice of such
failure to agree to the Parties and, either of the Parties upon notice to the
other Party may apply for such appointment to the Chancery Court of Delaware;
and

                                    (d) in the event of the failure, refusal or
inability of the Qualified Arbitrator to act, a new Qualified Arbitrator shall
be appointed in its stead, which appointment shall be made in the same manner as
hereinbefore provided for the appointment of the Qualified Arbitrator.

                  2. The Qualified Arbitrator shall give notice to the Parties
stating its determination, and shall furnish to each a copy of such
determination signed by it. Such Determination, absent manifest error, shall be
binding.

                  "Exchange Rate" means at any time of determination the amount
determined in accordance with the following formula:

                                        1
                   -------------------------------------------
                   Fair Market Value per Share of Common Stock

                  "Fair Market Value per Share of Common Stock" means the
Determination of the fair market value of the Company divided by 20,453,287
adjusted to the same extent of any adjustments pursuant to the definition of
"Share Limit," being the number of shares, as of January 20, 1997, of Common
Stock on a fully diluted basis that gives effect to any outstanding options,
warrants, rights or securities convertible into or exercisable for Common Stock,
and agreements to issue any such securities or rights, in each case, to the
extent that such issuance would have a dilutive effect on such fair market value
after also taking into account any exercise price payable in connection with the
exercise thereof; provided, that if the product of the "Fair Market Value per
Share of Common Stock" and the aggregate number of shares of Common Stock
outstanding and issuable pursuant to any options, warrants, rights and
agreements described above (the "Aggregate Biopure Common Equity Value") is more
than $3,000,000,000, then the "Fair Market Value per Share of Common Stock"
shall be deemed to be such amount as would cause the Aggregate Biopure Common
Equity Value to be $3,000,000,000.

                  "Hemopure" means a bovine hemoglobin source Blood Product
known as Hemopure developed for clinical use by the Corporation which is the
subject of pending United States and foreign patent applications.

<PAGE>

                  "PLA and ELA Approval" means receipt of all regulatory
approvals required for the development, production, use, lease, sale, license,
sublicense and other disposition of Hemopure for the sale and distribution of
Hemopure for in vivo use as an oxygen transport material in humans in the United
States.

                  "Qualified Arbitrator" means an investment banking or
appraisal firm of nationally recognized standing having the knowledge and
experience necessary to make the Determination selected in accordance with the
procedures set forth in the definition of Determination Process above.

                  "Share Limit" means, at the time of the Determination,
3,017,700, subject to adjustment as follows: In the event that the Corporation
shall on or after January 20, 1997 (i) declare a dividend or make a distribution
on Common Stock payable in shares of its capital stock (whether shares of Common
Stock or of capital stock of any other class) and set a record date for such
dividend or distribution as a date prior to the date on which the Corporation
receives the Determination, (ii) subdivide outstanding shares of Common Stock
into a greater number of shares, (iii) combine outstanding shares of Common
Stock into a smaller number of shares, or (iv) issue any shares of its capital
stock by reclassification of Common Stock (including any such reclassification
in connection with a consolidation or merger in which the Corporation is the
continuing Corporation), then the Share Limit in effect immediately prior to
such event shall automatically be adjusted immediately after the record date, in
the case of such a dividend or distribution, or the effective date, in the case
of such a subdivision, combination or reclassification, to be such aggregate
number of shares of Common Stock that a holder of a number of shares of Common
Stock equal to the Share Limit in effect immediately prior to such event, would
have been entitled to receive by virtue of such dividend, distribution,
subdivision, combination or reclassification.

                  FIFTH: BY-LAWS. The board of directors of the Corporation is
expressly authorized to adopt, amend or repeal the by-laws of the Corporation,
subject to the vote of directors otherwise required herein.

                  SIXTH: DIRECTORS; NO STOCKHOLDER ACTION BY WRITTEN CONSENT,
ETC. The following provisions are inserted for the management of the business
and the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:

                  The business and affairs of the Corporation shall be managed
by or under the direction of the board of directors. In addition to the powers
and authority expressly conferred upon them by statute or by this Restated
Certificate of Incorporation or the by-laws of the Corporation, the directors
are hereby empowered to exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation.

<PAGE>

                  The directors of the Corporation need not be elected by
written ballot unless the by-laws so provide.

                  Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders.

                  Special meetings of stockholders of the Corporation may be
called only by the Chairman of the Board or the President or by the Board of
Directors acting pursuant to a resolution adopted by a majority of the Whole
Board. For purposes of this Restated Certificate of Incorporation, the term
"Whole Board" shall mean the total number of authorized directors whether or not
there exist any vacancies in previously authorized directorships.

                  SEVENTH: CLASSIFIED BOARD. Subject to the rights of the
holders of any series of Preferred Stock to elect additional directors under
specified circumstances, the number of directors shall be fixed from time to
time exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the Whole Board. The directors, other than those who may be elected
by the holders of any series of Preferred Stock under specified circumstances,
shall be divided into three classes, with the term of office of the first class
to expire at the Corporation's first annual meeting of stockholders following
the effectiveness of this Article, the term of office of the second class to
expire at the Corporation's second annual meeting of stockholders following the
effectiveness of this Article and the term of office of the third class to
expire at the Corporation's third annual meeting of stockholders following the
effectiveness of this Article. At each annual meeting of stockholders, directors
elected to succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding annual meeting of stockholders
after their election.

                  Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the board of
directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall, unless otherwise provided by law or by
resolution of the Board of Directors, be filled only by a majority vote of the
directors then in office, though less than a quorum, and directors so chosen
shall hold office for a term expiring at the annual meeting of stockholders at
which the term of office of the class to which they have been chosen expires. No
decrease in the authorized number of directors shall shorten the term of any
incumbent director.

                  Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
by-laws of the Corporation.

                  Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any directors, or the entire board of
directors, may be removed from office at any

<PAGE>

time, but only for cause and only by the affirmative vote of the holders of at
least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of
the then-outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.

                  EIGHTH: AMENDMENT TO BY-LAWS. The Board of Directors is
expressly empowered to adopt, amend or repeal the by-laws of the Corporation.
Any adoption, amendment or repeal of the by-laws of the Corporation by the Board
of Directors shall require the approval of a majority of the Whole Board. The
stockholders shall also have power to adopt, amend or repeal the by-laws of the
Corporation; provided, however, that, in addition to any vote of the holders of
any class or series of stock of the Corporation required by law or by this
Restated Certificate of Incorporation, the affirmative vote of the holders of at
least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of
the then-outstanding shares of the capital stock of the Corporation entitled to
vote generally in the election of directors, voting together as a single class,
shall be required to adopt, amend or repeal any provision of the by-laws of the
Corporation.

                  NINTH: AMENDMENTS TO CERTIFICATE. The Corporation reserves the
right to amend, alter or repeal any provision contained in this Restated
Certificate of Incorporation in the manner prescribed by the laws of the State
of Delaware and all rights conferred upon stockholders are granted subject to
this reservation; provided, however, that, notwithstanding any other provision
of this Restated Certificate of Incorporation or any provision of law that might
otherwise permit a lesser vote or no vote, but in addition to any vote of the
holders of any class or series of the stock of this Corporation required by law
or by this Restated Certificate of Incorporation, the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting
power of all of the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to amend or repeal this Article
NINTH, or Articles FIFTH, SIXTH, SEVENTH, EIGHTH, TENTH or ELEVENTH or to adopt
an agreement of merger or consolidation or to approve the sale, lease, exchange
or other disposition of all or substantially all of the Corporation's property
and assets; provided that on and after July 31, 2003, the affirmative vote of
the holders of at least a majority of the voting power of all of the
then-outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to adopt an agreement of merger or consolidation or to approve the
sale, lease, exchange or other disposition of all or substantially all of the
Corporation's property and assets.

                  TENTH: LIABILITY. No director shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that to the extent required by the
provisions of Section 102(b)(7) of the General Corporation Law of the State of
Delaware or any successor statute, as the same may be interpreted or amended
from time to time, or any other laws of the State of Delaware, this provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's

<PAGE>

duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware or (iv) for any transaction from which the director derived an
improper personal benefit. If the General Corporation Law of the State of
Delaware hereafter is amended to authorize the further elimination or limitation
on personal liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended General
Corporation Law of the State of Delaware. Any repeal or modification of this
Article TENTH by the stockholders of the Corporation shall be prospective only,
and shall not adversely affect any limitation on the personal liability of a
director of the Corporation existing at the time of such repeal or modification.

                  ELEVENTH:  INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

                  11.1 Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or an 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 an employee benefit plan (hereinafter an "indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in 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 be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnities in connection therewith; provided, however, that,
except as provided in Section 11.3 of this Article ELEVENTH with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnities in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.

                  11.2 Right to Advancement of Expenses. The right to
indemnification conferred in Section 11.1 of this Article ELEVENTH shall include
the right to be paid by the Corporation the expenses (including attorneys' fees)
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an

<PAGE>

undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section 11.2 or otherwise. The rights to
indemnification and to the advancement of expenses conferred in Sections 11.1
and 11.2 of this Article ELEVENTH shall be contract rights and such rights shall
continue as to an indemnitee who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the indemnitee's heirs, executors and
administrators.

                  11.3 Right of Indemnitee to Bring Suit. If a claim under
Sections 11.1 or 11.2 of this Article ELEVENTH is not paid in full by the
Corporation within sixty (60) days after a written claim has been received by
the Corporation, except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty (20) days, the indemnitee
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim. If successful in whole or in part in any such suit,
or in a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to be
paid also the expense of prosecuting or defending such suit. In (i) any suit
brought by the indemnitee to enforce a right to indemnification hereunder (but
not in a suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. 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 suit that indemnification of the indemnitee is proper in the
circumstances because the indemnitee 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 indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article ELEVENTH or otherwise shall be on the Corporation.

                  11.4 Non-Exclusivity of Rights. The rights to indemnification
and to the advancement of expenses conferred in this Article ELEVENTH shall not
be exclusive of any other right which any person may have or hereafter acquire
under any statute, the Corporation's Certificate of Incorporation, by-laws,
agreement, vote of stockholders or disinterested directors or otherwise.

<PAGE>

                  11.5 Insurance. The Corporation may 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, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

                  11.6 Indemnification of Employees and Agents of the
Corporation. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

                  IN WITNESS WHEREOF, the undersigned has caused this Restated
Certificate of Incorporation to be executed in its corporate name by its Senior
Vice President this 27th day of January, 2000.

                                 _____________________________________
                                 Name:  Jane Kober
                                 Title: Senior Vice President, General
                                        Counsel and Secretary
<PAGE>

                            CERTIFICATE OF AMENDMENT

                                     TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               BIOPURE CORPORATION

      Biopure Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

      FIRST: That the Board of Directors of the Corporation has duly adopted a
resolution, pursuant to Section 242 of the General Corporation Law of the State
of Delaware, setting forth an amendment to the Restated Certificate of
Incorporation of this Corporation and declaring said amendment to be advisable;

      SECOND: That the stockholders of the Corporation have duly approved said
amendment by the required vote of such stockholders, such required vote being a
majority of the outstanding shares of the Corporation's Class A Common Stock,
adopted at an annual meeting of the stockholders of the Corporation duly called
and held in accordance with the requirements of Section 222 of the General
Corporation Law of the State of Delaware, such approval being in accordance with
the terms of the Restated Certificate of Incorporation and Section 242 of the
General Corporation Law of the State of Delaware;

      THIRD: That the Restated Certificate of Incorporation is hereby amended by
adding the following provision to the end of Article Fourth:

            "4.3. Stock Split. As of 12:01 A.M. (Eastern Time) on May 27, 2005
            (the "Effective Time"), each issued and outstanding share of the
            Corporation's Class A Common Stock (including each share of treasury
            stock, the "Pre-Split Class A Common Stock") shall automatically and
            without any action on the part of the holder thereof be reclassified
            as and reduced to one-sixth (1/6) of a share of Class A Common Stock
            (such reduction of shares designated as the "Reverse Stock Split").
            The par value of the Corporation's Class A Common Stock following
            the Reverse Stock Split shall remain $0.01 per share. Each holder of
            a certificate or certificates of Pre-Split Class A Common Stock
            shall be entitled to receive, upon surrender of such certificates to
            the Corporation's transfer agent for cancellation, a new certificate
            or certificates for a number of shares equal to such holder's
            Pre-Split Class A Common Stock divided by six, with any fraction
            resulting from such division rounded down to the nearest whole
            number (in each case, such fraction, if any, being a "Fractional
            Share"). No Fractional Shares will be issued for Pre-Split Class A
            Common Stock in connection with the Reverse Stock Split. Each holder
            of Pre-Split Class A Common Stock at the Effective Time who would
            otherwise be entitled to a Fractional Share shall, in lieu thereof,
            receive a cash payment equal to x) the Fractional Share multiplied
            by y) the product of (i) the average of the high and low trading
            prices of the Class A Common Stock as reported on The Nasdaq
            National Market or other principal market of the Class A

<PAGE>

            Common Stock during each of the five (5) trading days immediately
            preceding the date of the Effective Time and (ii) six (6)."

      FOURTH: This Certificate of Amendment to the Restated Certificate of
Incorporation shall be effective as of 12:01 A.M. (Eastern Time) on May 27, 2005
in accordance with the provisions of Section 103(d) of the General Corporation
Law of the State of Delaware.

             The remainder of this page is intentionally left blank.

<PAGE>

      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed on this 26th day of May, 2005.

                                             BIOPURE CORPORATION

                                             By: /s/ Jane Kober
                                                 -------------------------------
                                                 Name:  Jane Kober
                                                 Title: Secretary