Exhibit
3.1





Amended
and Restated Certificate of Incorporation


of


Hana
Biosciences, Inc.


(as
amended through September 7, 2010)





1.           Name.  The
name of the  corporation is Hana Biosciences,  Inc. (the
“Corporation”).




2.           Address; Registered Office
and Agent.  The address of the Corporation's registered office
is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, in
New Castle County; the name of its registered agent at such address is
Corporation Trust Company.  The Corporation may from time to time, in
the manner provided by law, change the registered agent and the registered
office within the State of Delaware.  The Corporation may also
maintain offices for the conduct of its business, either within or without the
State of Delaware.




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




4.           Number of
Shares.  The total number of shares of all classes of stock
that the Corporation shall have authority to issue is Three Hundred Sixty
Million (360,000,000) shares consisting of:  Three Hundred Fifty
Million (350,000,000) shares of common stock, par value $0.001 per share
(“Common Stock”); and Ten Million (10,000,000) shares of preferred stock, par
value $0.001 per share (“Preferred Stock”).  Effective at 4:00 p.m.
(EDT) on September 10, 2010, every share of the Corporation’s issued and
outstanding Common Stock (including without limitation treasury shares and any
shares of Common Stock issued or issuable upon conversion of the authorized
shares of Preferred Stock) shall, automatically and without any action on the
part of the holder thereof, be reclassified and changed into One-Fourth (1/4) of
a share of the Common Stock, par value $0.001 per share.  The number
of authorized shares of Common Stock may be increased or decreased by the
affirmative vote of the holders of a majority of the issued and outstanding
Common Stock and Preferred Stock voting together as a single class, and the
holders of Common Stock shall not be entitled to any separate class vote in
connection with any increase or decrease of the aggregate number of authorized
shares of Common Stock, notwithstanding the provisions of Section 242(b)(2) of
the Delaware General Corporation Law, as amended from time to time.




The
Preferred Stock may be divided into, and may be issued from time to time in one
or more series. The Board of Directors of the Corporation (“Board”) is
authorized from time to time to establish and designate any such series of
Preferred Stock, to fix and determine the variations in the
relative  rights, preferences, privileges and restrictions as between
and among such series and any other class of capital stock of the Corporation
and any series thereof, and to fix or alter the number of shares comprising any
such series and the designation thereof.  The authority of the Board
from time to time with respect to each such series shall include, but not be
limited to, determination of the following:




a.           The
designation of the series;




b.           The  number
of shares of the series and (except where otherwise provided in
the  creation of the series) any subsequent increase or decrease
therein;




c.           The
dividends, if any, for shares of the series and the rates, conditions, times and
relative preferences thereof;




d.           The
redemption rights, if any, and price or prices for shares of the
series;




e.           The
terms and amounts of any sinking fund provided for the purchase or redemption of
the series;




f.           The
relative rights of shares of the series in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation;




g.           Whether
the shares of the series shall be convertible into shares of any other class or
series of shares of the  Corporation, and, if so, the specification of
such other class or series, the conversion prices or rate or rates, any
adjustments thereof, the date or dates as of which such shares shall be
convertible and all other terms and conditions upon which such conversion may be
made;




h.           The
voting rights, if any, of the holders of such series; and




i.      
     Such other designations, powers, preference and
relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereof.





5.           Election of
Directors.  Unless and except to the extent that the By-laws of
the Corporation (the “By-laws”) shall so require, the election of directors of
the Corporation need not be by written ballot.




6.           Limitation of
Liability.  To the fullest extent permitted under the General
Corporation Law, as amended from time to time, no director of the Corporation
shall be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director.  Any amendment,
repeal or modification of the foregoing provision shall not adversely affect any
right or protection of a director of the Corporation hereunder in respect of any
act or omission occurring prior to the time of such amendment, repeal or
modification.




7.           Indemnification.




7.1           Right to
Indemnification.  The Corporation shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (a “Covered Person”) who was or
is made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a  “Proceeding”), by reason of the fact that he or she,
or a person for whom he or she is the legal representative, is or was a director
or officer of the Corporation or, while a director or officer of the
Corporation, 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, enterprise or nonprofit entity (an “Other Entity”), including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses (including attorneys' fees) reasonably incurred by such
Covered Person.  Notwithstanding the preceding sentence, except as
otherwise provided in Section 7.3, the Corporation shall be required to
indemnify a Covered Person in connection with a Proceeding (or part thereof)
commenced by such Covered Person only if the commencement of such Proceeding (or
part thereof) by the Covered Person was authorized by the Board.




7.2           Prepayment of
Expenses. The Corporation shall pay the expenses (including attorneys'
fees) incurred by a Covered Person in defending any Proceeding in advance of its
final disposition, provided, however, that, to the extent required by applicable
law, such payment of expenses in advance of the final disposition of the
Proceeding shall be made only upon receipt of an undertaking by the Covered
Person to repay all amounts advanced if it should be ultimately determined that
the Covered Person is not entitled to be indemnified under this Article 8 or
otherwise.




7.3           Claims.  If
a claim for indemnification or advancement of expenses under this Article 7 is
not paid in full within 30 days after a written claim therefor by the Covered
Person has been received by the Corporation, the Covered Person may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the Corporation shall have the burden of proving that the Covered Person
is not entitled to the requested indemnification or advancement of expenses
under applicable law.




7.4           Nonexclusivity of
Rights.  The rights conferred on any Covered Person by this
Article 7 shall not be exclusive of any other rights that such
Covered  Person may have or hereafter acquire under any statute,
provision of this Certificate of Incorporation, the By-laws, agreement, vote of
stockholders or disinterested directors or otherwise.




7.5           Other
Sources.  The Corporation's obligation, if any, to indemnify or
to advance expenses to any Covered Person who was or is serving at its request
as a director, officer, employee or agent of an Other Entity shall be reduced by
any amount such Covered Person may collect as indemnification or advancement of
expenses from such Other Entity.




7.6           Amendment or
Repeal.  Any repeal or modification of the foregoing provisions
of this Article 7 shall not adversely affect any right or protection hereunder
of any Covered Person in respect of any act or omission occurring prior to the
time of such repeal or modification.




7.7           Other Indemnification and
Prepayment of Expenses. This Article 7 shall not limit the right of the
Corporation, to the extent and in the manner permitted by applicable law, to
indemnify and to advance expenses to persons other than Covered Persons when and
as authorized by appropriate corporate action.




8.           Adoption, Amendment and/or
Repeal of By-Laws.  In furtherance and not in limitation of the
powers conferred by the laws of the State of Delaware, the Board is expressly
authorized to make, alter and repeal the By-laws, subject to the power of the
stockholders of the Corporation to alter or repeal any By-law whether adopted by
them or otherwise.




9.           Certificate
Amendments.  The Corporation  reserves the right at
any time, and from time to time, to amend, alter, change or repeal any provision
contained in this Amended and Restated  Certificate of Incorporation,
and other provisions authorized by the laws of the State of Delaware at the time
in force may be added or inserted, in the manner now or hereafter prescribed by
applicable law; and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever by and
pursuant to this Amended and Restated Certificate of Incorporation in its
present form or as hereafter amended are granted subject to the rights reserved
in this article.