**EXHIBIT 3.2 12.01**

 

**CERTIFICATION**

 

I,Dr. Greg R. Collier, certify that:

 

1.             I have reviewed this annual report on Form 20-Fof ChemGenex Pharmaceuticals Limited;

 

2.             Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.             Based on my knowledge, the financial statements,and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the company as of, and for, the periods presented in this report;

 

4.             The company’s other certifying officer and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and15d15 (f)) for the company and have:

 

(a)           Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thecompany, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

 

(b)           Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

 

(c)           Evaluated the effectiveness of the company’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

(d)           Disclosed in this report any change in thecompany’s internal control over financial reporting that occurred during theperiod covered by the annual report that has materially affected, or isreasonably likely to materially affect the company’s internal control overfinancial reporting; and

 

5.             The company’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the company’s auditors and the audit committee of thecompany’s board of directors (or persons performing the equivalent functions):

 

(a)  All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the company’s ability to record, process, summarize and report financialinformation; and

 

(b)  Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the company’s internal control over financial reporting.

 
|   | Date:  December 30, 2008 |
|--------|-------------------------------|
|   |                          |
|   | /s/ Greg R. Collier           |
|   | Dr. Greg  R. Collier     |
|   | Chief  Executive Officer      |

 

Asigned original of this written statement required by Section 302 has beenprovided to ChemGenex Pharmaceuticals Limited and will be retained by ChemGenexPharmaceuticals Limited and furnished to the Securities and Exchange Commissionor its staff upon request.

 

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