**Exhibit3.3**

 

**CERTIFICATEOF OWNERSHIP AND MERGER**

 

**MERGING**

 

**VICURONPHARMACEUTICALS INC.**

 

**INTO**

 

**VERSICORINC.**

 

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Pursuant to Section 253of the General Corporation Law of the State of Delaware

 

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In accordance with Section 253 of the GeneralCorporation Law of the State of Delaware, Versicor Inc., a Delaware corporation(this “Corporation”), hereby certifies the following information relating tothe merger (the “Merger”) of Vicuron Pharmaceuticals Inc., a Delawarecorporation (the “VPI”), with and into this Corporation whereby thisCorporation shall be the surviving corporation (the “Surviving Corporation”),which shall succeed to and assume all of the rights and obligations of thisCorporation as well as the assets and liabilities of VPI:

 

**First:**  That the name and state of incorporation ofthis Corporation and VPI which are the constituent corporations in the Mergerare:

 

| **NAME**                      |   | **STATE OF INCORPORATION** |
|-------------------------------|--------|----------------------------|
|                          |   |                       |
| Vicuron Pharmaceuticals  Inc. |   | Delaware                   |
| Versicor Inc.                 |   | Delaware                   |

 

**Second:**  That this Corporation owns all of the issuedand outstanding capital stock of VPI.

 

**Third:**  That the Board of Directors of thisCorporation by resolutions adopted on March 6, 2003, determined, among otherthings, to (i) consummate the Merger whereby this Corporation shall be the SurvivingCorporation, which shall succeed to and assume all of the rights andobligations of this Corporation as well as the assets and liabilities of VPI,(ii) change its name to “Vicuron Pharmaceuticals Inc.” by amending itscertificate of incorporation, which resolutions are set forth below:

 

**WHEREAS,**this Corporation desires to change its name from “VersicorInc.” to “Vicuron Pharmaczeuticals Inc.”; and

 

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**WHEREAS,**this Corporation lawfully owns all the outstanding stock of VicuronPharmaceuticals Inc., a Delaware corporation (“VPI”); and

 

**WHEREAS,**pursuant to Section 253 of the General Corporation Law of the State ofDelaware, this Corporation desires to merge into itself VPI (the “VPI Merger”)and this Corporation shall be the surviving corporation (the “SurvivingCorporation”), which shall succeed to and assume all of the rights andobligations of this Corporation as well as the assets and liabilities of VPI;and

 

**WHEREAS,**this Corporation desires that the VPI Merger shall beeffective on March 26, 2003 or such other time as the Chief Executive Officerof this Corporation shall determine (the “VPI Effective Time”); and

 

**WHEREAS,**this Corporation shall file with the Secretary of State of the State ofDelaware a Certificate of Ownership and Merger (the “Certificate of Ownershipand Merger”) so that as a result of the VPI Merger and from and after the VPIEffective Time, the name of the Surviving Corporation shall be “VicuronPharmaceuticals Inc.”

 

**WHEREAS,**this Corporation desires that the certificate of incorporation of the SurvivingCorporation shall be this Corporation’s Fourth Amended and Restated Certificateof Incorporation, as amended by the Certificate of Ownership and Merger; and

 

**NOW, THEREFORE, BE IT RESOLVED,**thatupon the VPI Effective Time, this Corporation shall consummate the VPI Mergerwith VPI and the Surviving Corporation shall succeed to and assume all of therights and obligations of this Corporation as well as the assets andliabilities of VPI; and

 

**RESOLVEDFURTHER,** that upon the effectiveness of the Merger, the nameof this Corporation shall be changed to “Vicuron Pharmaceuticals Inc.” andArticle I of the Fourth Amended and Restated Certificate of Incorporation ofthis Corporation shall be amended to read as follows:

 

**“ARTICLEI**

 

The name of theCorporation is Vicuron Pharmaceuticals Inc.”; and

 

**RESOLVEDFURTHER,** that the Chief Executive Officer and Chief FinancialOfficer of this Corporation (the “Authorized Officers”), or each of themindividually, be, and they hereby are, directed to make and execute, under thecorporate seal of this Corporation, the Certificate of

 

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Ownership and Merger setting forth a copy of theseresolutions to so merge VPI into this Corporation and assume VPI’s liabilitiesand obligations, and the date of adoption thereof, and to cause the same to befiled in the office of the Secretary of State of the State of Delaware and acertified copy thereof in the office of the Recorder of Deeds of theappropriate county in the State of Delaware; and

 

**RESOLVEDFURTHER,** that the Authorized Officers, or each of themindividually, be, and they hereby are, authorized and directed to do all actsand things whatsoever, whether within or without the State of Delaware, which maybe necessary or proper to effect the Merger and change of name.

 

**Fourth:**  That the Fourth Amended and RestatedCertificate of Incorporation of this Corporation as in effect immediately priorto the Merger shall be the Fourth Amended and Restated Articles ofIncorporation of the Surviving Corporation, until thereafter amended inaccordance with its terms and the General Corporation Law of the State ofDelaware, except that Article I of the Fourth Amended and Restated Certificateof Incorporation of the Surviving Corporation shall be amended to read asfollows:

 

“**ARTICLE I**

 

The name of theCorporation is “Vicuron Pharmaceuticals Inc.”.

 

**Fifth:**  That in accordance with Section 103(d) ofthe General Corporation Law of the State of Delaware the Merger shall becomeeffective upon 12:01 a.m. (Eastern Standard Time) on March 26, 2003.

 

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**INWITNESS WHEREOF**, the undersigned corporation has caused thisCertificate of Ownership and Merger to be executed in its corporate name this21st day of March, 2003.

 

 
|   | **VERSICOR INC.**,     |
|--------|------------------------|
|   | a Delaware corporation |
|   |                   |
|   |                   |
|   | By:                    | /s/ G. F. Horner III |   |
|   |                   | George F. Horner III |
|   |                   | President and Chief Executive Officer |

 

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