Exhibit
3.1 AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION
OF
ABGENIX, INC. Abgenix, Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows: A.            The
name of the Corporation is Abgenix, Inc. 
The Corporation was originally incorporated under the same name and the
original Certificate of Incorporation of the Corporation was filed with the
Delaware Secretary of State on June 24, 1996. B.            Pursuant
to Section 242 and 245 of the General Corporation Law of the State of
Delaware, this Amended and Restated Certificate of Incorporation restates and
amends the provisions of the Certificate of Incorporation of this Corporation. C.            The
text of the Certificate of Incorporation is hereby amended and restated in its
entirety to read as follows: ARTICLE I The name of the corporation is Abgenix, Inc. (the
Corporation). ARTICLE II The address of the Corporations registered office
in the State of Delaware is 1209 Orange Street, City of Wilmington, County of
New Castle, Delaware 19801.  The name of
its registered agent at such address is The Corporation Trust Company. 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 Delaware. ARTICLE IV The Corporation is authorized to issue two classes
of shares of stock to be designated, respectively, Common Stock, $0.0001 par
value, and Preferred Stock, $0.0001 par value. 
The total number of shares that the Corporation is authorized to issue
is 55,000,000 shares.  The number of
shares of Common Stock authorized is 50,000,000.  The number of shares of Preferred Stock authorized is 5,000,000. The Preferred Stock may be issued from time to time
in one or more series pursuant to a resolution or resolutions providing for
such issue duly adopted by the Board of Directors (authority to do so being
hereby expressly vested in the board). 
The Board of Directors is further authorized to determine or alter the
rights, preferences, privileges and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock and to fix the number of shares of 
   any series of Preferred
Stock and the designation of any such series of Preferred Stock.  The Board of Directors, within the limits
and restrictions stated in any resolution or resolutions of the Board of
Directors originally fixing the number of shares constituting any series, may
increase or decrease (but not below the number of shares in any such series
then outstanding) the number of shares of any series subsequent to the issue of
shares of that series. The authority of the Board of Directors with respect
to each such class or series shall include, without limitation of the
foregoing, the right to determine and fix: (a)   the distinctive designation of such class or
series and the number of shares to constitute such class or series; (b)   the rate at which dividends on the shares of
such class or series shall be declared and paid, or set aside for payment,
whether dividends at the rate so determined shall be cumulative or accruing,
and whether the shares of such class or series shall be entitled to any
participating or other dividends in addition to dividends at the rate so
determined, and if so, on what terms; (c)   the right or obligation, if any, of the
corporation to redeem shares of the particular class or series of Preferred
Stock and, if redeemable, the price, terms and manner of such redemption; (d)   the special and relative rights and
preferences, if any, and the amount or amounts per share, which the shares of
such class or series of Preferred Stock shall be entitled to receive upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation; (e)   the terms and conditions, if any, upon which shares
of such class or series shall be convertible into, or exchangeable for, shares
of capital stock of any other class or series, including the price or prices or
the rate or rates of conversion or exchange and the terms of adjustment, if
any; (f)    the obligation, if any, of the corporation
to retire, redeem or purchase shares of such class or series pursuant to a
sinking fund or fund of a similar nature or otherwise, and the terms and
conditions of such obligation; (g)   voting rights, if any, on the issuance of
additional shares of such class or series or any shares of any other class or
series of Preferred Stock; (h)   limitations, if any, on the issuance of
additional shares of such class or series or any shares of any other class or
series of Preferred Stock; and (i)    such other preferences, powers,
qualifications, special or relative rights and privileges thereof as the Board
of Directors of the corporation, acting in accordance with this Restated
Certificate of Incorporation, may deem advisable and are not inconsistent with
law and the provisions of this Restated Certificate of Incorporation.  2 
   ARTICLE V The Corporation reserves the right to amend, alter,
change, or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon the stockholders herein are granted subject to this right. ARTICLE VI The Corporation is to have perpetual existence. ARTICLE VII 1.     Limitation of Liability. 
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or as may hereafter be amended, a director
of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director. 2.     Indemnification. 
The Corporation may indemnify to the fullest extent permitted by law any
person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that such person or his or her testator or intestate is or was a director,
officer or employee of the Corporation, or any predecessor of the Corporation,
or serves or served at any other enterprise as a director, officer or employee
at the request of the Corporation or any predecessor to the Corporation. 3.     Amendments. 
Neither any amendment nor repeal of this Article VII, nor the
adoption of any provision of the Corporations Certificate of Incorporation
inconsistent with this Article VII, shall eliminate or reduce the effect
of this Article VII, in respect of any matter occurring, or any action or
proceeding accruing or arising or that, but for this Article VII, would
accrue or arise, prior to such amendment, repeal, or adoption of an
inconsistent provision. ARTICLE VIII In the event any shares of Preferred Stock shall be
redeemed or converted pursuant to the terms hereof, the shares so converted or
redeemed shall not revert to the status of authorized but unissued shares, but
instead shall be canceled and shall not be re-issuable by the Corporation. ARTICLE IX Holders of stock of any class or series of this
corporation shall not be entitled to cumulate their votes for the election of
directors or any other matter submitted to a vote of the stockholders. ARTICLE X 1.     Number of Directors. 
The number of directors which constitutes the whole Board of Directors
of the corporation shall be designated in the Amended and Restated Bylaws of
the corporation.  3 
   2.     Election of Directors. 
Elections of directors need not be by written ballot unless the Amended
and Restated Bylaws of the corporation shall so provide. ARTICLE XI In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
alter, amend or repeal the Amended and Restated Bylaws of the corporation. ARTICLE XII No action shall be taken by the stockholders of the
corporation expect at an annual or special meeting of the stockholders called
in accordance with the Amended and Restated Bylaws and no action shall be taken
by the stockholders by written consent. 
The affirmative vote of sixty-six and two-thirds percent (66 2/3%) of
the then outstanding voting securities of the corporation, voting together as a
single class, shall be required for the amendment, repeal or modification of
the provisions of Article IX, Article X or Article XII of this
Amended and Restated Certificate of Incorporation or Sections 2.3 (Special
Meeting), 2.5 (Advance Notice of Stockholder Nominees and Stockholder
Business), 2.9 (Voting) or 2.10 (Stockholder Action by Written Consent Without
a Meeting) of the Corporations Amended and Restated Bylaws. ARTICLE XIII Meetings of stockholders may be held within or
without the State of Delaware, as the Amended and Restated Bylaws may
provide.  The books of the Corporation
may be kept (subject to any provision contained in the statutes) outside of the
State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the Amended and Restated Bylaws of the
Corporation. In witness whereof, the
Corporation has caused this Certificate to be signed by R. Scott Greer, its
President and Chief Executive Officer, as of July 8, 1998. /s/  R. SCOTT GREERR. Scott Greer, President
  andChief Executive Officer   4 
   CERTIFICATE OF DESIGNATIONS OF RIGHTS,
PREFERENCES
AND PRIVILEGES OF
SERIES A PARTICIPATING PREFERRED STOCK
OF ABGENIX, INC. The undersigned, Kurt W. Leutzinger and Mario M.
Rosati do hereby certify: 1.             That
they are the duly elected and acting Vice President and Secretary,
respectively, of Abgenix, Inc., a Delaware corporation (the Corporation). 2.             That
pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation of the said Corporation, the said Board of
Directors on June 2, 1999 adopted the following resolution creating a series of
50,000 shares of Preferred Stock designated as Series A Participating
Preferred Stock: RESOLVED, that pursuant to the authority vested in
the Board of Directors of the corporation by the Restated Certificate of
Incorporation, the Board of Directors does hereby provide for the issue of a
series of Preferred Stock of the Corporation and does hereby fix and herein
state and express the designations, powers, preferences and relative and other
special rights and the qualifications, limitations and restrictions of such
series of Preferred Stock as follows: Section
1.Designation and
Amount.  The shares
of such series shall be designated asSeries A
Participating Preferred Stock.The Series A Participating Preferred Stock shall have a par
value of $0.0001 per share, and the number of shares constituting such series
shall be 50,000. Section
2.Proportional
Adjustment.  In the
event the Corporation shall at any time after the issuance of any share or
shares of Series A Participating Preferred Stock (i) declare any dividend
on Common Stock of the Corporation (Common Stock) payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in each such
case the Corporation shall simultaneously effect a proportional adjustment to
the number of outstanding shares of Series A Participating Preferred
Stock. Section
3.Dividends and
Distributions. (a)           Subject to the prior and superior right of the holders of
any shares of any series of Preferred Stock ranking prior and superior to the
shares of Series A Participating Preferred Stock with respect to
dividends, the holders of shares of Series A Participating Preferred Stock
shall be entitled to receive when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends payable in
cash on the last day of January, April, July and October in each year (each
such date being referred to herein as aQuarterly Dividend
Payment Date), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A Participating Preferred  
   Stock, in an amount per share (rounded to the
nearest cent) equal to 1,000 times the aggregate per share amount of all cash
dividends, and 1,000 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since
the immediately preceding Quarterly Dividend Payment Date, or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Participating Preferred Stock. (b)           The Corporation shall declare a dividend or distribution
on the Series A Participating Preferred Stock as provided in paragraph (a)
above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock). (c)           Dividends shall begin to accrue on outstanding shares of
Series A Participating Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares of Series A Participating
Preferred Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of shares of Series A
Participating Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue from such Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall not bear
interest.  Dividends paid on the shares
of Series A Participating Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall
be allocated pro rata on a share-by-share basis among all such shares at the
time outstanding.  The Board of
Directors may fix a record date for the determination of holders of shares of
SeriesA Participating Preferred Stock entitled to receive payment of a dividend
or distribution declared thereon, which record date shall be no more than 30
days prior to the date fixed for the payment thereof. Section
4.Voting Rights.  The holders of shares of Series A
Participating Preferred Stock shall have the following voting rights: (a)           Each share of SeriesA Participating Preferred Stock shall
entitle the holder thereof to 1,000 votes on all matters submitted to a vote of
the stockholders of the Corporation. (b)           Except as otherwise provided herein or by law, the holders
of shares of SeriesA Participating Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation. (c)           Except as required by law, holders of Series A
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.  2 
   Section
5.Certain
Restrictions. (a)           The Corporation shall not declare any dividend on, make
any distribution on, or redeem or purchase or otherwise acquire for
consideration any shares of Common Stock after the first issuance of a share or
fraction of a share of Series A Participating Preferred Stock unless
concurrently therewith it shall declare a dividend on the Series A
Participating Preferred Stock as required by Section 3 hereof. (b)           Whenever quarterly dividends or other dividends or
distributions payable on the Series A Participating Preferred Stock as
provided in Section 3 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of
Series A Participating Preferred Stock outstanding shall have been paid in
full, the Corporation shall not (i)            declare or pay dividends on, make any other distributions
on, or redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution
or winding up) to the Series A Participating Preferred Stock; (ii)           declare or pay dividends on, make any other distributions
on any shares of stock ranking on a party (either as to dividends or upon
liquidation, dissolution or winding up) with Series A Participating
Preferred Stock, except dividends paid ratably on the Series A Participating
Preferred Stock and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all such
shares are then entitled; (iii)          redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Participating
Preferred Stock, provided that the Corporation may at any time redeem, purchase
or otherwise acquire shares of any such parity stock in exchange for shares of
any stock of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Participating
Preferred Stock; (iv)          purchase or otherwise acquire for consideration any shares
of Series A Participating Preferred Stock, or any shares of stock ranking
on a parity with the Series A Participating Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes. (c)           The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (a)
of this Section 5, purchase or otherwise acquire such shares at such time
and in such manner. Section
6.Reacquired
Shares.  Any shares
of Series A Participating Preferred Stock purchased or otherwise acquired
by the Corporation in any manner whatsoever shall be retired  3 
   and canceled promptly after
the acquisition thereof.  All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject
to the conditions and restrictions on issuance set forth herein and, in the
Restated Certificate of Incorporation, as then amended. Section
7.Liquidation,
Dissolution or Winding Up.  Upon any liquidation, dissolution or winding up of the
Corporation, the holders of shares of Series A Participating Preferred
Stock shall be entitled to receive an aggregate amount per share equal to 1,000
times aggregate amount to be distributed per share to holders of shares of
Common Stock plus an amount equal to any accrued and unpaid dividends on such
shares of Series A Participating Preferred Stock. Section
8.Consolidation
, Merger, etc.  In case
the Corporation shall enter into any consolidation, merger, combination or
other transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities , cash and/or any other property, then
in any such case the shares of Series A Participating Preferred Stock
shall at the same time be similarly exchanged or changed in an amount per share
equal to 1,000 times the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged. Section
9.No
Redemption.  The shares
of Series A Participating Preferred Stock shall not be redeemable. Section
10.Ranking.  The Series A Participating Preferred
Stock shall rank junior to all other series of the Corporations Preferred
Stock as to the payment of dividends and the distribution of assets, unless the
terms of any such series shall provide otherwise. Section
11.Amendment.  The Restated Certificate of Incorporation of
the Corporation shall not be further amended in any manner which would
materially alter or change the powers, preference or special rights of the
Series A Participating Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority of the outstanding
shares of Series A Participating Preferred Stock, voting separately as a
class. Section
12.Fractional
Shares. 
Series A Participating Preferred Stock may be issued in fractions
of a share which shall entitle the holder, in proportion to such holders
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of
Series A Participating Preferred Stock. RESOLVED FURTHER, that the President or any Vice
President and the Secretary or any Assistant Secretary of this corporation be,
and they hereby are, authorized and directed to prepare and file a Certificate
of Designation of Rights, Preferences and Privileges in accordance with the
foregoing resolution and the provisions of Delaware law and to take such
actions as they may deem necessary or appropriate to carry out the intent of
the foregoing resolution. We further declare under penalty of perjury that the
matters set forth in the foregoing Certificate of Designation are true and
correct of our own knowledge. 4 
   Executed at Fremont,
California on June 14, 1999.  /s/  KURT W. LEUTZINGERKurt W. Leutzinger, Vice
  President/s/ Mario M. RosatiMario M. Rosati, Secretary     5 
   CERTIFICATE
OF AMENDMENT OF THE AMENDED AND
RESTATED CERTIFICATE
OF INCORPORATION OF ABGENIX,
INC.  ABGENIX,
INC.,a corporation organized and
existing under and by virtue of the General Corporation Law of the state of
Delaware, does hereby certify: FIRST:The name of the corporation is
ABGENIX, INC. SECOND:The corporations Amended and
Restated Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on July 8, 1998. THIRD:The Board of Directors of the
corporation, acting in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware, adopted resolutions to
amend the Amended and Restated Certificate of Incorporation of the corporation
by deleting the first paragraph of Article IV and substituting therefor a
new first paragraph of Article IV in the following form: This Corporation is authorized to issue two
classes of stock to be designated, respectively, Common Stock and Preferred
Stock.  The total number of shares which
the Corporation is authorized to issue is one hundred five million
(105,000,000) shares.  One hundred
million (100,000,000) shares shall be Common Stock, each having a par value of
$0.0001.  Five million (5,000,000)
shares shall be Preferred Stock, each having a par value of $0.0001. FOURTH:Thereafter, pursuant to a
resolution of the Board of Directors, this Certificate of Amendment was submitted
to the stockholders of the corporation for their approval and was duly adopted
in accordance with the provision of Section 242 of the General Corporation
Law of the State of Delaware. IN
WITNESS WHEREOF, Abgenix, Inc. has caused this Certificate of Amendment
to be signed by its President and Chief Executive Officer and attested to by
its Secretary this 6th day of June, 2000.  ABGENIX,
  INC./s/  R.
  SCOTT GREERR. Scott GreerPresident and Chief Executive
  Officer ATTEST:  /s/ Kurt W. LeutzinerKurt W. LeutzinerSecretary  
  CERTIFICATE
OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ABGENIX, INC.  ABGENIX, INC.,a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify: FIRST:The name of the corporation is ABGENIX, INC. SECOND:The corporations Amended and Restated
Certificate of Incorporation was filed with the Secretary of State of the state
of Delaware on July 8, 1998. THIRD:The Board of Directors of the corporation,
acting in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware, adopted resolutions to amend the
Amended and Restated Certificate of Incorporation of the corporation by
deleting the first paragraph of Article IV and substituting therefor a new
first paragraph of Article IV in the following form: This
Corporation is authorized to issue two classes of stock to be designated,
respectively, Common Stock and Preferred Stock.  The total number of shares which the Corporation is authorized to
issue is two hundred twenty-five million (225,000,000) shares.  Two hundred twenty million (220,000,000) shares
shall be Common Stock, each having a par value of $0.0001.  Five million (5,000,000) shares shall be
Preferred Stock, each having a par value of $0.0001. FOURTH:Thereafter, pursuant to a resolution of the
Board of Directors, this Certificate of Amendment was submitted to the
stockholders of the corporation for their approval and was duly adopted in
accordance with the provision of Section 242 of the General Corporation
Law of the State of Delaware. IN WITNESS WHEREOF,Abgenix, Inc.
has caused this Certificate of Amendment to be signed by its President and
Chief Executive Officer and attested to by its Secretary this 24thday
of August, 2000.  ABGENIX, INC./s/  R.
  SCOTT GREERR. Scott GreerPresident and Chief Executive
  Officer ATTEST:  /s/  KURT
  W. LEUTZINERKurt W. LeutzinerSecretary  
   CERTIFICATE
OF DESIGNATION
RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
OF SPECIAL VOTING SHARE
BY RESOLUTION OF
THE BOARD OF DIRECTORS OF
ABGENIX, INC.  
 Pursuant to Section 151 of
the
General Corporation Law of the State of Delaware 
  The undersigned, R. Scott
Greer and Kurt Leutzinger, do hereby certify: 1.             That they are the President and Secretary, respectively,
of Abgenix, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the Corporation). 2.             That pursuant to the authority conferred upon the board
of directors of the Corporation (the Board of Directors) by its Amended and
Restated Certificate of Incorporation, and pursuant to the provisions of
Section 151 of the General Corporation Law of the State of Delaware, the Board
of Directors, on October 31, 2000, duly adopted the following resolutions,
which resolutions remain in full force and effect as of the date hereof, to
create a series of one share of Preferred Stock designated as Special Voting
Share: RESOLVED that the classification of one share of the
Corporations authorized shares of Preferred Stock as the Special Voting Share
be, and it hereby is, authorized and approved; RESOLVED
FURTHER, that pursuant to the authority vested in the Directors by the Corporations
Amended and Restated Certificate of Incorporation (the Certificate of
Incorporation), the Directors do hereby fix the number, powers, designations,
preferences and relative, participating, optional and other special rights, and
the qualifications, limitations and restrictions of the Special Voting Share as
follows: Section 1.   Designation and Amount.  The shares of such series shall be
designated as Special Voting Share. 
The Special Voting Share shall have a par value of $0.0001 per share, and
the number of shares constituting such series shall be one. Section 2.   Dividends.  Neither the holder nor, if different, the owner of the Special
Voting Share shall be entitled to receive from the Corporation dividends in its
capacity as holder or owner thereof.  
   Section
3.   Voting Rights.  Except as provided in Section 4
below, the holder of the Special Voting Share shall have the following voting
rights: (a)   The holder of the Special Voting Share
shall be entitled to vote on each matter on which holders of the Common Stock
of the Corporation are entitled to vote, and the holder of the Special Voting
Share shall be entitled to cast on each such matter a number of votes equal to
the number of Special Shares in the share capital of ImmGenics Pharmaceuticals,
Inc., (the ImmGenics Special Shares) then outstanding, multiplied by the
Exchange Ratio (i) that are not owned by the Corporation or its affiliates and
(ii) as to which the holder of the Special Voting Share has timely received, as
determined pursuant to the Voting, Exchange and Cash Put Trust Agreement (the
Trust Agreement) to be entered into among the Corporation, ImmGenics
Pharmaceuticals, Inc. and CIBC Mellon Trust Company, as trustee, voting
instructions from the holders of such ImmGenics Special Shares in accordance
with the Trust Agreement. (b)   Except as otherwise provided herein or by
applicable law, the holder of the Special Voting Share and the holders of
shares of Common Stock shall vote together as one class for the election of
directors of the Corporation and on all other matters submitted to a vote of
stockholders of the Corporation. Section 4.   Liquidation Preference. (a)   Upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Corporation, the holder of the
Special Voting Share shall be entitled to receive out of the assets of the
Corporation available for distribution to the stockholders, an amount equal to
US$1.00 before any distribution is made on the Common Stock of the Corporation
or any other stock ranking junior to the Special Voting Share as to
distribution of assets upon liquidation, dissolution or winding-up.  After payment of the full amount of such
liquidation preference of the Special Voting Share, the holder of the Special
Voting Share shall not be entitled to any further participation in any
distribution of assets of the Corporation. (b)   For the purposes of this Section 4, neither
the sale, conveyance, exchange or transfer (for cash, share of stock,
securities or other consideration) of all or substantially all of the property
or assets of the Corporation nor the consolidation or merger of the Corporation
with or into one or more other entities shall be deemed a voluntary or
involuntary liquidation. Section 5.   Ranking.  The Special Voting Share shall, with respect to rights on
liquidation, winding up and dissolution, rank (i) senior to all classes of
Common Stock of the Corporation and (ii) junior to any other class or series of
capital stock of the Corporation. Section 6.   Redemption.  The Special Voting Share shall not be
subject to redemption, except that at such time as no ImmGenics Special Shares
(other than ImmGenics Special Shares owned by the Corporation and its
affiliates) shall be outstanding, and no shares of stock, debt, options or
other agreements which could give rise to the issuance of any ImmGenics Special  2 
   Shares
to any person (other than the Corporation and its affiliates) shall exist, the
Special Voting Share shall automatically be redeemed and canceled, for an
amount equal to US$1.00 due and payable upon such redemption.  Upon any such redemption or other purchase
or acquisition of the Special Voting Share by the Corporation, the Special
Voting Share shall be deemed retired and canceled and may not be reissued. Section 7.   Other Provisions.  During the term of the Trust Agreement, the
Corporation may not, without the consent of the holders of the ImmGenics
Special Shares, issue any additional Special Voting Share and the terms of the
Special Voting Share shall not be amended, except upon the approval of the
holder of the Special Voting Share. RESOLVED
FURTHER, that the officers of the Corporation be, and they hereby are,
authorized and directed to prepare and file a Certificate of Designation of
Rights, Preferences, Privileges and Restrictions in accordance with the
foregoing resolution and the provisions of Delaware law and to take such
actions as they may deem necessary or appropriate to carry out the intent of
the foregoing resolutions. IN WITNESS
WHEREOF, the undersigned have hereunto signed their names and affirm that the
statements made herein are true under the penalties of perjury this 31st
day of October, 2000.  /s/  R.
  SCOTT GREERR. Scott Greer, President/s/  KURT
  LEUTZINGERKurt Leutzinger, Secretary  3