Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION
OF
MEDIMMUNE, INC.

MedImmune, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

A.
The name of the Corporation is MedImmune, Inc.

B.
The Corporation was originally incorporated under the name Molecular Vaccines, Inc., and the original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on June 29, 1987. The Corporation previously filed Restated Certificates of Incorporation on May 24, 1988, December 12, 1990,
April 19, 1991 and May 14 1991, and Certificates of Amendment to the Restated Certificate of Incorporation on October 2, 1989, January 12, 1990, August 31, 1990,
September 17, 1990, October 2, 1990, August 14, 1996, June 17, 1998, May 18, 2000 and May 23, 2003.

C.
The text of the Restated Certificate of Incorporation of the Corporation as heretofore amended is hereby restated to read in its entirety as follows:



PART A. SERIES A CONVERTIBLE PREFERRED STOCK

A.1Designation and Amount.    The designation of this series and class of capital stock shall be "Series A
Convertible Preferred Stock," par value $.01 per share (the "Series A Preferred Stock"). The number of shares, powers, terms, conditions, designations, preferences and privileges, relative,
participating, optional and other special rights, and qualifications, limitations and restrictions, if any, of the Series A Preferred Stock shall be as set forth in this Part A. The
number of authorized shares of Series A Preferred Stock (the "Series A Shares") is 2,524,525.

A.2Ranking.    The Series A Preferred Stock shall rank, upon Liquidation (as defined in
Section A.4(a) hereof), senior and prior to the Common Stock and to all other classes or series of stock ranking on Liquidation junior to such Series A Shares.

A.3Dividend Provisions.    The holders of Series A Preferred Stock shall be entitled to receive, when and
as declared by the Board of Directors of the Corporation, out of funds legally available for

1

---

that
purpose, dividends and distributions (whether in cash, property or securities of the Corporation, including subscription or other rights to acquire securities of the Corporation). Whenever any
dividend may be declared or paid on any shares of Series A Preferred Stock, the Board of Directors shall also declare and pay a dividend on the same terms, at the same rate and in like kind
upon each other share of the Series A Preferred Stock then outstanding, so that all Series A Shares will participate equally with each other,pro
rataper share.

A.4Liquidation Rights.



A.5Voting.    In addition to any other rights provided for herein or by law, the Series A Stockholders
shall be entitled to vote, together with the Common Stockholders as one class, on all matters as to which Common Stockholders shall be entitled to vote, in the same manner and with the same effect as
such Common Stockholders. In any such vote, each Series A Share shall entitle the holder thereof to one vote per share which voting rights shall not be cumulative. In any election of directors,
no Series A Stockholder shall be entitled to cumulate his or her other votes by giving one candidate more than one vote per share.

A.6Conversion.



2

---



A.7Definitions.    As used in this Part A, the following terms shall have the corresponding meanings:

"Proportional
Adjustment" shall mean an adjustment made to the liquidation price of the Series A Preferred Stock upon the occurrence of a stock split, reverse stock split, stock
dividend, stock combination, reclassification or other similar change with respect to such security, so that the liquidation price of one share of the Series A Preferred Stock before the
occurrence of any such change shall equal the aggregate price of the share (or shares or fractional share) of such security (or any other security) received by the holder of the Series A
Preferred Stock with respect thereto upon the effectiveness of such change.

PART B. ADDITIONAL SERIES OF PREFERRED STOCK

B.1Designation of Additional Series of Preferred Stock. The Board of Directors is hereby expressly authorized to provide for, designate
and issue, out of the authorized but unissued shares of Preferred Stock, one or more other series of Preferred Stock in addition to the Series A Preferred Stock. Before any shares of any such
series are issued, the Board of Directors shall fix, and hereby is expressly empowered to fix, by resolution or resolutions, the following provisions of the shares of any such series:



3

---



The
powers, designations, preferences and relative, participating, optional or other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions
thereof, if any, may differ from those of any and all other series at any time outstanding. The Board of Directors is hereby expressly authorized from time to time to increase (but not above the total
number of authorized
shares of Preferred Stock) or decrease (but not below the number of shares thereof then outstanding) the number of shares of stock of any series of Preferred Stock designated to any one or more series
of Preferred Stock pursuant to this Section B.1.

PART C. COMMON STOCK

C.1.Designation and Amount.    The designation of this class of capital stock shall be "Common Stock," par value
$.01 per share (the "Common Stock"). The number of shares, powers, terms, conditions, designations, preference and privileges, relative, participating, optional and other special rights, and
qualifications, limitations and restrictions, shall be as Set forth in this Part C. The number of authorized shares of Common Stock is 420,000,000.

4

---

C.2.Voting.    Except as provided by applicable law, each holder of Common Stock ("Common Stockholder") shall be
entitled to one vote for each share of Common Stock held of record on all matters as to which Common Stockholders shall be entitled to vote, which voting rights shall not be cumulative. In any
election of directors, no Common Stockholder shall be entitled to cumulate his or her other votes by giving one candidate more than one vote per share.

C.3.Other Rights.    Each share of Common Stock issued and outstanding shall be identical in all respects one with
each other such share, and no dividends shall be paid on any shares of Common Stock unless the same dividend is paid on all shares of Common Stock outstanding at the time of such payment. Except for
and subject to those rights expressly granted to the holders of Preferred Stock or, except as may be provided by the laws of the State of Delaware, the Common Stockholders shall have exclusively all
other rights of stockholders, including, without limitation, (a) the right to receive dividends, when and as declared by the Board of Directors, out of assets lawfully available therefor, and
(b) in the event of any distribution of assets upon a liquidation, dissolution or winding-up of the affairs of the Corporation (each a "Liquidation") or otherwise, the right to
receive ratably and equally with all other Common Stockholders in all the assets and funds of the Corporation remaining after the payment to the holders of the Series A Preferred Stock of the
specific amounts which they are entitled to receive upon such Liquidation, as provided herein.



* * *

D.    This
Restated Certificate of Incorporation only restates and integrates the Corporation's Certificate of Incorporation and does not further amend the provisions of the
Corporation's Certificate

5

---

of
Incorporation as heretofore amended and supplemented, and there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation.

E.    This
Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation in accordance with Section 245 of the Delaware General
Corporation Law on February 25, 2004.

[Remainder of this page intentionally left blank]

IN
WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be executed on its behalf on March 8, 2004.

| |  |  | MEDIMMUNE, INC.
| |  |  | ---------------
| |  |  | By:            
| |  |  |                

|Attest:               |  |                                                           
|--------------------- |  | ----------------------------------------------------------
|/s/TIMOTHY R. PEARSON |  |                                                           
|                      |  | Timothy R. Pearson Vice President, Treasurer and
Secretary

6

---