**EXHIBIT 3.1**

 

**RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**UROGEN CORP.**

(Originally incorporated on June 30, 1995) 

 

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

 

1. The name of the corporation is Urogen Corp. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of theState of Delaware on June 30, 1995. 

 

2. Pursuant to Sections242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this corporation as heretofore amendedor supplemented. 

 

3. The Restated Certificate of Incorporationof this corporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows: 

 

**ARTICLE I**

 

The name of the corporation (which is hereinafter referred to as the “Corporation”) is: 

 

Urogen Corp. 

 

**ARTICLE II**

 

The address of the Corporation’s registered office in the State of Delaware is 32 Loockerman Square, Suite L-100 in the City of Dover, County ofKent, Delaware 19801. The name of the Corporation’s registered agent at such address is The Prentice-Hall Corporation System, Inc. 

 

**ARTICLE III**

 

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 theState of Delaware. 

 

**ARTICLE IV**

 

The total number of shares of stock which the Corporation shall haveauthority to issue is 45,000,000 shares, consisting of 40,000,000 shares of Common Stock having a par value of $0.001 per share (“Common Stock”) and 5,000,000 shares of Preferred Stock having a par value of $0.001 per share(“Preferred Stock”). 

 

The Board of Directors is expressly authorized to provide for the issuance of all or any shares ofPreferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or otherspecial rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series and as may bepermitted by the General Corporation Law. Such authorization shall include, without limitation, the authority to provide that any such class or series may be: (a) subject to redemption at such time or times and at such price or prices; (b) entitledto receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (c)entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (d) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any otherclass or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions. 

 

**ARTICLE V**

 

The Board is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation. In addition to the powers and authority hereinbefore or bystatute expressly conferred upon them, the directors ace hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the General CorporationLaw of the State of Delaware, this Certificate of Incorporation, and any Bylaws adopted by the stockholders; provided, that no Bylaw hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid ifsuch Bylaws had not been adopted. 

 

**ARTICLE VI**

 

Elections of directors need not be done by written ballot unless theBylaws of the Corporation shall otherwise provide. Meetings of stockholders may be held within or outside the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the GeneralCorporation Law of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation. 

 

**ARTICLE VII**

 

The directors of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary dutyas a director, provided that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith orwhich 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 benefit. 

 

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No repeal, modification or amendment of, or adoption of any provision inconsistent with, this ArticleVIII nor, to the fullest extent permitted by law, any modification of law shall adversely affect any right or protection of a director of the Corporation existing at the time of such repeal, amendment, adoption or modification or affect theliability of any director of the Corporation for any action taken or any omission that occurred prior to the time of such repeal, amendment, adoption or modification. 

 

If the General Corporation Law of the State of Delaware shall be amended, after the Certificate of Incorporation of theCorporation is amended to include this Article VIII, to authorize corporate action further eliminating or limiting the liability of directors, then a director of the Corporation, in addition to the circumstances in which he is not liable immediatelyprior to such amendment, shall be free of liability to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. 

 

**ARTICLE VIII**

 

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now orhereafter prescribed by statute and by this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation 

 

**ARTICLE IX**

 

No holder of any shares of any class or series of capital stock of the Corporation shall be entitled to any preemptive right to subscribe for or otherwiseacquire any additional shares of any class or series of capital stock of the Corporation or any securities convertible into, or exercisable or exchangeable for, any shares of any class or series of capital stock of the Corporation, unless otherwiseprovided pursuant to any agreement with the Corporation. 

 

Pursuant to a resolution of the Board of Directors of the Corporation, the foregoing amendment and restatement was submitted for consideration by the stockholder of the Corporation, and holders of the necessary number of shares as requiredby statute and the Certificate of Incorporation of the Corporation were voted in favor of the adoption of said amendment and restatement. 

 

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IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which restates and integrates and furtheramends the provisions of the Certificate of Incorporation of the Corporation, having been duly adopted in accordance with Sections 242 and 245 of the Delaware General Corporation Law, has been duly executed by its President, this 20th day ofDecember, 1995. 

 

UROGEN CORP
By: /s/    Paul D. Quadros  Paul D. Quadros
 

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