**Exhibit3.11**

 

**CERTIFICATE OF AMENDMENT**

**TO THE**

**CERTIFICATE OF INCORPORATION**

**OF**

**BIONEBRASKA, INC.**

 

The undersigned, Chief Executive Officer ofBioNebraska, Inc., a corporation organized and existing under the GeneralCorporation Law of the State of Delaware (the “Corporation”), does herebycertify that the following amendments to the Corporation’s Certificate ofIncorporation were approved by the Corporation’s Board of Directors andStockholders in accordance with the Delaware General Corporation Law Section 242:

 

1.             Article I of theCertificate of Incorporation is amended to read as follows:

 

“The name of the corporation is Restoragen, Inc.”

 

2.             Section 4.1 ofArticle IV of the Certificate of Incorporation is hereby deleted and amended toread as follows:

 

“4.1         Authorized Capital Stock.  The total number of shares of stock whichthe corporation shall have authority to issue is Forty Three Million(43,000,000) shares, divided into Forty Million (40,000,000) shares of commonstock, $0.01 par value per share, and Three Million (3,000,000) shares ofpreferred stock, having a par value of $0.01 per share.  The designations, voting rights, par values,powers, preferences and rights, and the qualifications, limitations or restrictionsof the corporation’s preferred stock are to be determined by resolution of theBoard of Directors and a certificate setting forth such resolutions and thenumber of shares of such class or series must be filed and recorded pursuant toDelaware law.”

 

3.             The Certificates ofDesignation of Rights and Preferences for Series C Convertible Preferred Stock,Series E Convertible Preferred Stock and Series G Convertible Preferred Stockare amended by adding the following paragraph to the end of Section 4.3 of eachsuch Certificate of Designation:

 

“The Corporation may, at the option of theCorporation’s Board of Directors, pay such accumulated dividends under thisSection 4.3 in either cash or in shares of the Corporation’s Common Stock, orin a combination of cash and Common Stock. If the accumulated dividends are paid in the form of Common Stock, theholders of Preferred Stock will be entitled to receive the number of sharesequal to:  (1) the dollar amount of thedividend which the holder is entitled to receive, divided by (2) the sellingprice to the public in the underwritten public offering that triggers theconversion.  If this calculation wouldresult in the issuance of a fraction of a share of Common Stock, theCorporation shall, in lieu 

 

 

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of issuing any fractional share, pay the holder a sumin cash equal to the value of the fraction (as determined by multiplying thefraction by the selling price to the public in the offering).  The payment of accrued dividends in the formof Common Stock under this Section 4.3 will not be deemed a stock dividend thatwould require an adjustment to the Conversion Price under Section 4.4 of thisCertificate.”

 

4.             All otherprovisions of the Certificate of Incorporation and each of the Certificates ofDesignation of Rights and Preferences for Series A, B, C, D, E, F, G and HConvertible Preferred Stock shall remain in effect without change.

 

In Witness Whereof, I have hereunto set my hand this8th day of August, 2001.

 

 
|   | /s/ Thomas R. Coolidge                |
|--------|---------------------------------------|
|   | Thomas R. Coolidge                    |
|   | Chief Executive Officer and Secretary |

 

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