**Exhibit 3.1**

 

**CERTIFICATE OF AMENDMENT**

**TO THE**

**AMENDED AND RESTATED**

**CERTIFICATE OF INCORPORATION**

**OF**

**DENDREON CORPORATION,**

**a Delaware corporation**

 

Dendreon Corporation (the “***Corporation***”), acorporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “***DGCL***”), does hereby certify that: 

 

1. The name of the corporation is Dendreon Corporation. The date of filingits original Certificate of Incorporation with the Secretary of State was August 14, 1992. 

 

2. The Board of Directors of the Corporation duly adopted resolutions proposing to amend the Corporation’s Amended and Restated Certificate of Incorporation (the “***Certificate***”) of theCorporation as follows below, declaring said amendment to be advisable and directed that the amendment proposed be considered and voted upon at the next annual meeting of the stockholders. 

 

3. The following amendment was duly adopted and approved in accordance withthe provisions of Sections 222 and 242 of the DGCL by the required vote of the stockholders of the Corporation at the annual meeting of the Coporation’s stockholders: 

 

Section IV.A. of the Certificate is hereby amended and restated in its entirety as follows: 

 

“A.: This corporation is authorized to issue two classes of stock to bedesignated respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is one hundred sixty million (160,000,000) shares. One hundred fifty million (150,000,000)shares shall be Common Stock, each having a par value of one-tenth of one cent ($0.001). Ten million (10,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($0.001).” 

 

**[SIGNATURE PAGE FOLLOWS]**

 

 

**IN WITNESS WHEREOF,**the Corporation has caused this Certificate of Amendment to its Amended andRestated Certificate of Incorporation to be signed by its duly authorized and elected Senior Vice President and General Counsel this 9th day of June, 2005. 

 
**DENDREON CORPORATION**By: 
/s/ Richard F. Hamm, Jr.
  Richard F. Hamm, Jr.  Senior Vice President and General Counsel

AMENDED AND RESTATED 

 

CERTIFICATE OF INCORPORATION 

 

OF 

 

DENDREON CORPORATION 

 

DENDREON CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 

 

1. The original name of this corporation is Activated Cell Therapy, Inc and the date of filing of the date of filing of itsoriginal Certificate of Incorporation with the Secretary of State was August 14, 1992. 

 

2. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 228, 242 and 245 of the Delaware General Corporation Law, the Board of Directors of the corporation havingadopted resolutions setting forth the proposed Amended and Restated Certificate of Incorporation, declaring its advisability and directing that it be submitted to the stockholders of the corporation for their approval; the holders of outstandingstock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted having consented in writing to the adoption thereof; andwritten notice of such adoption by the stockholders without a meeting by less than unanimous written consent having been given to those stockholders from whom such written consent was not received. 

 

3. This Amended and Restated Certificate of Incorporation restates andintegrates and further amends the Certificate of Incorporation of this corporation by amending and restating the text of the Certificate of Incorporation in full to read as follows: 

 

I. 

 

The name of this corporation is Dendreon Corporation. 

 

II. 

 

The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, and thename of the registered agent of the corporation in the State of Delaware at such address is CT Corporations Systems. 

 

III. 

 

Thepurpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware. 

 

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IV. 

 

A. 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 ninety million (90,000,000) shares. Eighty million (80,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ($0.001). Ten million(10,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($0.001). 

 

B. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate (a“Preferred Stock Designation”) pursuant to the Delaware General Corporation Law (“DGCL”), to fix or alter from time to time the designation, powers, preferences and rights of the shares of each such series and the qualifications,limitations or restrictions of any wholly unissued series of Preferred Stock, and to establish from time to time the number of shares constituting any such series or any of them; and to increase or decrease the number of shares of any seriessubsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constitutingsuch decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. 

 

V. 

 

For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of thepowers of the corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that: 

 

A. 

 

1. Board of Directors. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. Thenumber of directors which shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted by the Board of Directors. 

 

2. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, following theclosing of the initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), covering the offer and sale of Common Stock to the public (the “Initial PublicOffering”), the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board ofDirectors. At the first annual meeting of stockholders following the closing of the Initial Public Offering, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At thesecond annual meeting of stockholders following the closing of the Initial Public Offering, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full 

 

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term of three years. At the third annual meeting of stockholders following the closing of the Initial Public Offering,the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years tosucceed the directors of the class whose terms expire at such annual meeting. Notwithstanding the foregoing provisions of this section, each director shall serve until his successor is duly elected and qualified or until his death, resignation orremoval. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. 

 

3. Removal of Directors. 

 

a. Neither the Board of Directors nor any individual director may be removed without cause. 

 

b. Subject to any limitation imposed by law, any individual director or directors may be removed with cause by the holdersof a majority of the voting power of the corporation entitled to vote at an election of directors. 

 

4. Vacancies. 

 

a. Subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation,disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall, unless the Board of Directors determines by resolution that any such vacancies or newly createddirectorships shall be filled by the stockholders, except as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not by thestockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have beenelected and qualified. 

 

b. If at the time of filling anyvacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Delaware Court of Chancery may, upon application of anystockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly createddirectorships, or to replace the directors chosen by the directors then in offices as aforesaid, which election shall be governed by Section 211 of the DGCL. 

 

B. 

 

1. Subject to paragraph (h) of Section 42 of the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of at leastsixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of thevoting stock of the corporation entitled to vote. The Board of Directors shall also have the power to adopt, amend or repeal Bylaws. 

 

3. 

2. The directors of the corporation need not be elected by written ballot unless the Bylaws so provide.

 

3. No action shall be taken by the stockholders of thecorporation except at an annual or special meeting of stockholders called in accordance with the Bylaws or by written consent of stockholders in accordance with the Bylaws prior to the closing of the Initial Public Offering and following the closingof the Initial Public Offering no action shall be taken by the stockholders by written consent. 

 

4. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of thestockholders of the corporation shall be given in the manner provided in the Bylaws of the corporation. 

 

VI. 

 

A.The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law. 

 

B. Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of thealleged occurrence of any act or omission to act giving rise to liability or indemnification. 

 

VII. 

 

A. The corporationreserves 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, except as provided in paragraph B. of this Article VII, and all rights conferredupon the stockholders herein are granted subject to this reservation. 

 

B. Notwithstanding any other provision of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class orseries of the voting stock required by law, this Certificate of Incorporation or any Preferred Stock Designation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, shall be required to alter, amend orrepeal Articles V, VI and VII. 

 

4. 

IN WITNESS WHEREOF, this Certificate has been subscribed this 14th day of May, 2002 by the undersigned who affirms that the statements made herein are true and correct. 

 
By: 
/s/ T. Dennis George

Name:
 T. Dennis George
Title:
 SVP and General Counsel
 

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