Exhibit 3.2

Delaware The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL
DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF "ACCELRYS, INC." AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

RESTATED CERTIFICATE, FILED THE EIGHTH DAY OF DECEMBER, A.D. 1995, AT 9 O' CLOCK A.M.

CERTIFICATE OF DESIGNATION, FILED THE TENTH DAY OF SEPTEMBER, A.D. 2002, AT 12 O'CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "PHARMACOPEIA, INC.", TO "ACCELRYS, INC.", FILED THE TWELFTH DAY OF MAY, A.D.
2004, AT 12:38 O'CLOCK P.M.

|2330451 8100X
050415545 |  | [SEAL] |  | /s/HARRIET SMITH WINDSORHarriet Smith Windsor, Secretary of State
|----------------------- |  | ------ |  | -----------------------------------------------------------------
|                        |  |        |  |                                                                  
|                        |  |        |  | AUTHENTICATION: 3893186
DATE: 05-19-05                           

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|STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/08/1995
9502873082330451 |  | 
|--------------------------------------------------------------------------------------------------------- |  | 

RESTATED CERTIFICATE OF INCORPORATION    OF PHARMACOPEIA, INC.

Pharmacopeia, 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 Pharmacopeia, Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on
March 26, 1993.

B.
Pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation restates and integrates the provisions of the
Certificate of Incorporation of this corporation.

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

ONE.The name of this corporation is "Pharmacopeia, Inc."

TWO.The address of the corporation's registered office in the State of Delaware is 1013 Centre Road. Wilmington, Delaware
19805-1297, New Castle County. The name of its registered agent at such office is The Prentice-Hall Corporation System, Inc.

THREE.The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of Delaware.

FOUR.This corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares of Common Stock which the corporation is authorized to issue is Forty Million (40,000,000) shares, par value $.0001. The total number of shares of
Preferred Stock which the corporation is authorized to issue is Two Million (2,000,000), par value $.0001 per share.

The
Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article FOUR, to provide for the issuance of the shares of Preferred Stock in
series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the
designation, powers, preferences, and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

The
authority of the Board with respect to each series shall include, but not be limited to, determination of the following:



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1.Dividends. Dividends may be declared and paid upon the Common Stock in any fiscal year of the corporation only if
dividends shall have been paid to or declared and set apart for payment to all shares of Preferred Stock. The holders of Preferred Stock and Common Stock shall be entitled, when, as and if declared by
the Board of Directors, to dividends out of the corporation's assets legally available therefor; provided, however, that no such dividends may be declared or paid on any shares of Common Stock or
Preferred Stock unless at the same time an equivalent dividend is declared and paid on all outstanding shares of Common Stock and Preferred Stock. The right to dividends on shares of the Common stock
or Preferred Stock shall not be cumulative, and no right shall accrue to holders of Common Stock or Preferred Stock by reason of the fact that dividends on said shares are not declared in any prior
period.

2.Voting Rights.



FIVE.The corporation is to have perpetual existence.

SIX.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 Bylaws of the corporation.

SEVEN.The number of directors of the corporation shall be fixed from time to time by a bylaw or amendment thereof duly
adopted by the Board of Directors or by the stockholders.

The
Board of Directors shall be and is divided into three classes: Class I, Class II and Class III, which shall be as nearly equal in number as possible. Each
director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting at which the director was elected; provided, however, that each initial
director in Class I shall hold office until the annual meeting of stockholders in 1996; each initial director in Class II shall hold office until the annual meeting of stockholders in
1997; and each initial director in Class III shall hold office until the annual meeting of stockholders in 1998. Notwithstanding the foregoing provisions of this Article, each director shall
serve until his successor is duly elected and qualified or until his death, resignation or removal.

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In
the event of any increase or decrease in the authorized number of directors, (1) each director then serving as such shall nevertheless continue as a director of the class of
which he is a member until the expiration of his current term, or his earlier resignation, removal from office or death, and (2) the newly created or eliminated directorship resulting from such
increase or decrease shall be apportioned by the Board of Directors among the three classes of directors so as to maintain such classes as nearly equal as possible.

EIGHT.Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of
the corporation may be kept (subject to any provisions contained in the statutes) outside 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 Bylaws of the corporation.

NINE.(a) The corporation shall indemnify each of the corporation's directors and officers in each and every situation where,
under Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time ("Section 145"), the corporation is permitted or empowered to make such
indemnification. The corporation may, in the sole discretion of the Board of Directors of the corporation, indemnify any other person who may be indemnified pursuant to Section 145 to the
extent the Board of Directors deems advisable, as permitted by Section 145. The corporation shall promptly make or cause to be made any determination required to be made pursuant to
Section 145.

(b) No person shall be personally liable to the corporation or its
stockholders for monetary damages for
breach of fiduciary duty as a director,provided,however,that the foregoing shall not eliminate or
limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware of (iv) for any transaction from
which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is subsequently amended to further eliminate or limit the liability of a director, then
a director of the corporation, in addition to the circumstances in which a director is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest extent permitted
by the amended General Corporation Law of the State of Delaware. For purposes of this Article NINE, "fiduciary duty as a director" shall include any fiduciary duty arising out of serving at the
corporation's request as a director of another corporation, partnership, joint venture or other enterprise, and "personal liability to the corporation or its stockholders" shall include any liability
to such other corporation, partnership, joint venture, trust or other enterprise, and any liability to the corporation in its capacity as a security holder, joint venturer, partner, beneficiary,
creditor or investor of or in any such other corporation, partnership, joint venture, trust or other enterprise.

(c) Neither any amendment nor repeal of this Article NINE, nor the
adoption of any provision of this
Certificate of Incorporation inconsistent with this Article NINE, shall eliminate or reduce the effect of this Article NINE in respect of any matter occurring, or any cause of action, suit or claim
that, but for this repeal or adoption of an inconsistent provision.

TEN.Advance notice of new business and stockholder nominations for the election of directors shall be given in the manner
and to the extent provided in the Bylaws of the corporation.

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ELEVEN.Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them
and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation
or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code
or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a
meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If
a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to
any compromise or arrangements and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if
sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.

TWELVE.The corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate, in
the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN
WITNESS WHEREOF, the corporation has caused this Certificate to be signed by Joseph A. Mollica, its Chief Executive Officer, and attested by Lewis J. Shuster, its Assistant Secretary,
this 8th day of December 1995.

|                                                        |  | PHARMACOPEIA, INC.
|------------------------------------------------------- |  | ------------------
|                                                        |  | By:               
|ATTEST:                                                 |  |                   
|/s/LEWIS J. SHUSTERLewis J. Shuster
Assistant Secretary |  |                   

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| |  | STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 09/10/2002
0205643802330451
| |  | ---------------------------------------------------------------------------------------------------------

CERTIFICATE OF DESIGNATION, PREFERENCES  AND RIGHTS OF SERIES A JUNIOR  PARTICIPATING PREFERRED STOCK    of    PHARMACOPEIA, INC.    Pursuant to Section 151 of the General
Corporation Law  of the State of Delaware

The
undersigned officer of PHARMACOPEIA, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), in accordance
with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:

That
pursuant to the authority conferred upon the Board of Directors by the Restated Certificate of Incorporation of the Corporation (the "Restated Certificate of Incorporation"), the
Board of Directors of the Corporation on September 4, 2002 adopted the following resolution creating a series of 400,000 shares of Preferred Stock designated as Series A Junior
Participating Preferred Stock.

RESOLVED,
that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of its Restated Certificate of Incorporation, a series of
Preferred Stock of the Corporation, par value $.0001 per share, be and it hereby is created, and that the designation and amount thereof and the voting powers, preferences and relative, participating,
optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof, are as follows:

SECTION
1.Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock"
and the number of shares constituting such series shall be 400,000. Such number of shares may be increased or decreased by resolution of the Board prior to issuance; PROVIDED, that no decrease shall
reduce the number of shares of Series A Junior Participating Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the
exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Junior Participating Preferred
Stock.

SECTION
2.Dividends and Distributions.

(A)  Subject
to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior
Participating Preferred Stock with respect to dividends, if any, the holders of shares of Series A Junior 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 March, June, September and December 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 Junior
Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth,
100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other

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than
a dividend payable in shares of Common Stock, par value $.0001 per share, of the Corporation (the "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 Junior Participating Preferred Stock. In the event the Corporation shall at any time after September 4, 2002 (the "Rights Declaration Date")
(i) declare any dividend on 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 amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under
clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare or pay any dividend on the Series A Junior Participating Preferred Stock payable in shares of Series A Junior Participating Preferred Stock,
(ii) subdivide the outstanding Series A Junior Participating Preferred Stock, or (iii) combine the outstanding Series A Junior Participating Preferred Stock into a smaller
number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under
clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Junior
Participating Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Junior Participating Preferred Stock
outstanding immediately after such event.

(B)  The
Corporation shall declare a dividend or distribution on the Series A Junior 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); provided that, in the event no dividend or distribution shall
have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1 per share on the
Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C)  Dividends
shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares of Series A Junior 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 Junior 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 and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Junior 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 Series A Junior 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.

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SECTION
3.Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting
rights:

(A)  Subject
to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on
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 number of votes per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on the
Series A Junior Participating Preferred Stock payable in shares of Series A Junior Participating Preferred Stock, (ii) subdivide the outstanding Series A Junior
Participating Preferred Stock, or (iii) combine the outstanding Series A Junior Participating Preferred Stock into a smaller number of shares, then in each such case the number of votes
per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Series A Junior Participating Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number
of shares of Series A Junior Participating Preferred Stock outstanding immediately after such event.

(B)  Except
as otherwise provided herein or by law, the holders of shares of Series A Junior 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 set forth herein, or as otherwise provided by law, holders of Series A Junior 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.

SECTION
4.Certain Restrictions.

(A)  Whenever
quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are
in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:



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(B)  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 4, purchase or otherwise acquire such shares at such time and in such manner.

SECTION
5.Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled 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, in the Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

SECTION
6.Liquidation, Dissolution or Winding Up.



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SECTION
7.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 Junior
Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 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. In the event
the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on 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 amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall
at any time after the Rights Declaration Date (i) declare or pay any dividend on the Series A Junior Participating Preferred Stock payable in shares of Series A Junior
Participating Preferred Stock, (ii) subdivide the outstanding Series A Junior Participating Preferred Stock, or (iii) combine the outstanding Series A Junior Participating
Preferred Stock into a smaller number of shares, then in each such case the amount set forth in the first sentence of this Section 7 with respect to the exchange or change of shares of
Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Junior Participating
Preferred Stock that were outstanding immediately prior to such event the denominator of which is the number of shares of Series A Junior Participating Preferred Stock outstanding immediately
after such event.

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SECTION
8.No Redemption. The shares of Series A Junior Participating Preferred Stock shall not be redeemable.

SECTION
9.Ranking. The Series A Junior 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
10.Amendment. At any time when any shares of Series A Junior Participating Preferred Stock are outstanding, the Restated
Certificate of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A
Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Junior Participating
Preferred Stock, voting separately as a class.

SECTION
11.Fractional Shares. Series A Junior 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 Junior Participating Preferred Stock.

[Remainder of this page intentionally left blank]

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IN
WITNESS WHEREOF, I have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury this 10th day of September, 2002

| |  | PHARMACOPEIA, INC.
| |  | ------------------
| |  | By:               

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|State of Delaware
Secretary of State
Division of Corporations
Delivered 12:45 PM 05/12/2004
FILED 12:38 PM 05/12/2004
SRV 0403462082330451 FILE |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | 

CERTIFICATE OF AMENDMENT    OF THE    RESTATED CERTIFICATE OF INCORPORATION    OF    PHARMACOPEIA, INC.

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Pharmacopeia, Inc.,
a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify:



IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by John J. Hanlon, its Chief Financial Officer this 11th day of May, 2004.

| |  | PHARMACOPEIA, INC.
| |  | ------------------
| |  | By:               

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