<PAGE>
                                                                     EXHIBIT 3.1
                                                                     -----------

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            ORCHID BIOSCIENCES, INC.

Orchid BioSciences, Inc., a Delaware corporation, hereby certifies as follows:

1.  The present name of the corporation (hereinafter called the "Corporation")
is Orchid BioSciences, Inc. The date of the filing of its original Certificate
of Incorporation with the Secretary of State of the State of Delaware was March
8, 1995. The original name of the Corporation is Sarnoff Sub Eight, Inc.

2.  The certificate of incorporation is hereby amended by deleting Articles
FIRST, through NINTH in their entirety and replacing in lieu thereof the
Restated Certificate of Incorporation hereinafter provided.

3.  The provisions of the certificate of incorporation of the Corporation as
heretofore amended and/or supplemented, and as herein amended, are hereby
restated and integrated into the single instrument which is hereinafter set
forth, and which is entitled Restated Certificate of Incorporation of Orchid
BioSciences, Inc. without any further amendments other than the amendments
herein certified and without any discrepancy between the provisions of the
certificate of incorporation as heretofore amended and supplemented and the
provisions of the said single instrument hereinafter set forth.

4.  The amendments and the restatement of the certificate or incorporation
herein certified have been duly adopted in accordance with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware.

5.  The effective time of the restated certificate of incorporation and of the
amendments herein certified shall be upon filing with the Secretary of State.

The certificate of incorporation of the Corporation, as amended and restated
hereunder shall at the effective time of this Restated Certificate of
Incorporation, read as follows:

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                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            ORCHID BIOSCIENCES, INC.

The text of the Certificate of Incorporation is hereby amended and restated in
its entirety as follows:

FIRST:  The name of the corporation is Orchid BioSciences, Inc. (the
"Corporation").

SECOND:  The address of the registered office of the Corporation in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle; and the
name of the registered agent of the Corporation in the State of Delaware is The
Prentice-Hall Corporation System, Inc.

THIRD:  The purpose of the Corporation is to engage in any lawful act or
activity or carry on any business for which corporations may be organized under
the Delaware General Corporation Law or any successor statue.

   FOURTH:


   A.  Designation and Number of Shares.
   --------------------------------------

The total number of shares of all classes of stock which the Corporation shall
have the authority to issue is 55,000,000 shares, consisting of 50,000,000
shares of common stock, $.001 par value per share (the "Common Stock") and
5,000,000 shares of Preferred Stock, $.001 par value per share (the "Preferred
Stock").

A statement of the designations of the different classes of stock of the
Corporation and of the powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, and of the authority conferred upon the
Board of Directors to fix by resolution or resolutions any of the foregoing in
connection with the creation of one or more series of Preferred Stock and the
limitation of variations between or among such series, is set forth below in
this Article FOURTH.


B.  Common Stock.
------------------
The relative powers, preferences, rights, qualifications, limitations and
restrictions of the shares of the Common Stock are as follows:

1.  Dividends.  Subject to the preferential rights, if any, of the Preferred
Stock, the holders of shares of Common Stock shall be entitled to receive, when
and if declared by the Board of Directors, out of the assets of the Corporation
which are by law available therefor, dividends payable either in cash, in
property, or in shares of Common Stock.

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<PAGE>

2.  Liquidation.  In the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, after payment or provision
for payment of the debts and other liabilities of the Corporation and the
amounts to which the holders of any Preferred Stock shall be entitled, the
holders of Common Stock shall be entitled to share ratably in the remaining
assets of the Corporation.

3.  Voting.  The holders of the Common Stock are entitled to one vote for each
share held. There shall be no cumulative voting.


C.  Preferred Stock
--------------------
1.  Shares of Preferred Stock may be issued in one or more series at such time
or times and for such consideration as the Board of Directors may determine.

2.  Authority is hereby expressly granted to the Board of Directors to fix from
time to time, by resolution or resolutions providing for the establishment
and/or issuance of any series of Preferred Stock, the designation of such series
and the powers, preferences and rights of the shares of such series, and the
qualifications, limitations or restrictions thereof, to the fullest extent such
authority may be conferred upon the Board of Directors under the Delaware
General Corporation Law, including, without limitation, the authority to fix the
following:

       (a)  The distinctive designation and number of shares comprising such
       series, which number may (except where otherwise provided by the Board of
       Directors in creating such series) be increased or decreased (but not
       below the number of shares then outstanding) from time to time by action
       of the Board of Directors;

       (b)  The rate of dividends, if any, on the shares of that series, whether
       dividends shall be (i) non-cumulative, (ii) cumulative to the extent
       earned or (iii) cumulative (and, if cumulative, from which date or
       dates), whether dividends shall be payable in cash, property or rights,
       or in shares of the Corporation's capital stock, and the relative rights
       of priority, if any, of payment of dividends on shares of that series
       over shares of any other series or class;

       (c)  Whether the shares of that series shall be redeemable and, if so,
       the terms and conditions of such redemption, including the date or dates
       upon or after which they shall be redeemable, and the amount per share
       payable in case of redemption (which amount may vary under different
       conditions and at different redemption dates) or the property or rights,
       including securities of any other corporation, payable in case of
       redemption;

       (d)  Whether the series shall have a sinking fund for the redemption or
       purchase of shares of that series and, if so, the terms and amounts
       payable into such sinking fund;

       (e)  The rights to which the holders of the shares of that series shall
       be entitled in the event of the voluntary or involuntary liquidation,
       dissolution or winding-up of the

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<PAGE>

Corporation, and the relative rights of priority, if any, of payment of shares
of that series in any such event;

       (f)  Whether the shares of that series shall be convertible into or
       exchangeable for shares of stock of any other class or any other series
       and, if so, the terms and conditions of such conversion or exchange,
       including the rate or rates of conversion or exchange, the date or dates
       upon or after which they shall be convertible or exchangeable, the period
       or periods during which they shall be convertible or exchangeable, the
       event or events upon or after which they shall be convertible or
       exchangeable or at whose option they shall be convertible or
       exchangeable, and the method (if any) of adjusting the rates of
       conversion or exchange in the event of a stock split, stock dividend,
       combination of shares or similar event;

       (g)  Whether the issuance of any additional shares of such series, or of
       any shares of any other series, shall be subject to restrictions as to
       issuance, or as to the powers, preferences or rights of any such
       additional shares of such series or shares of such other series;

       (h)  Whether or not the shares of that series shall have voting rights,
       the extent of such voting rights on specified matters or on all matters,
       the number of votes to which the holder of a share of such series shall
       be entitled in respect of such share, whether such series shall vote
       generally with the Common Stock on all matters or (either generally or
       upon the occurrence of specified circumstances) shall vote separately as
       a class or with other series of Preferred Stock; and

       (i)  Any other preferences, privileges and powers and relative,
       participating, optional or other special rights and qualifications,
       limitations or restrictions of such series, as the Board of Directors may
       deem advisable and as shall not be inconsistent with the provisions of
       this Restated Certificate of Incorporation and to the full extent now or
       hereafter permitted by the Delaware General Corporation Law.

       FIFTH:  The Corporation is to have perpetual existence.

       SIXTH: The following provisions are inserted for the management of the
       business and the conduct of the affairs of the Corporation, and for
       further definition, limitation and regulation of the powers of the
       Corporation and of its directors and stockholders:

A.  The business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors. In addition to the powers and authority
expressly conferred upon them by statute or by this Restated Certificate of
Incorporation or the Bylaws of the Corporation as in effect from time to time,
the directors are hereby empowered to exercise all such powers and do all such
acts and things as may be exercised or done by the Corporation.

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

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<PAGE>

C.  Any action required or permitted to be taken by the stockholders of the
Corporation may be effected only at a duly called annual or special meeting of
stockholders of the Corporation and not by written consent.

D.  Special meetings of the stockholders may only be called by the Board of
Directors.

SEVENTH:  A.  Subject to the rights of the holders of shares of any series of
Preferred Stock then outstanding to elect additional directors under specified
circumstances, the number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the Board of Directors.

B.  The Board of Directors of the Corporation shall be divided into three
classes, as nearly equal in number as reasonably possible, with the term of
office of the first class to expire at the 2001 annual meeting of stockholders
or any special meeting in lieu thereof, the term of office of the second class
to expire at the 2002 annual meeting of stockholders or any special meeting in
lieu thereof, and the term of office of the third class to expire at the 2003
annual meeting of stockholders or any special meeting in lieu thereof. At each
annual meeting of stockholders or special meeting in lieu thereof following such
initial classification, directors elected to succeed those directors whose terms
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders or special meeting in lieu thereof after their
election and until their successors are duly elected and qualified.

C.  Subject to the rights of the holders of any series of Preferred Stock then
outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the directors
then in office even though less than a quorum, or by a sole remaining director.
In the event of any increase or decrease in the authorized number of directors,
(i) 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 prior death, retirement, removal or resignation and (ii) the newly created
or eliminated directorships resulting from such increase or decrease shall if
reasonably possible be apportioned by the Board of Directors among the three
classes of directors so as to ensure that no one class has more than one
director more than any other class. To the extent reasonably possible,
consistent with the foregoing rule, any newly created directorships shall be
added to those classes whose terms of office are to expire at the latest dates
following such allocation and newly eliminated directorships shall be subtracted
from those classes whose terms of office are to expire at the earliest dates
following such allocation, unless otherwise provided for from time to time by
resolution adopted by a majority of the directors then in office, although less
than a quorum.

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

E.  Subject to the rights of the holders of any series of Preferred Stock then
outstanding, any director, or the entire Board of Directors, may be removed from
office at any time only for

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<PAGE>

cause by the affirmative vote of the holders of a majority of the outstanding
shares of capital stock then entitled to vote at an election of the directors. A
director may be removed for cause only after a reasonable notice and opportunity
to be heard by the stockholders.

EIGHTH:  The Board of Directors is expressly empowered to adopt, amend or repeal
Bylaws of the Corporation.  Any adoption, amendment or repeal of the Bylaws of
the Corporation by the Board of Directors shall require the approval of a
majority of the Board of Directors.  The stockholders shall also have power to
adopt, amend or repeal the Bylaws of the Corporation; provided, that in addition
to any vote of the holders of any class or series of stock of the Corporation
required by law or by this Restated Certificate of Incorporation, the
affirmative vote of the holders of at least seventy percent (70%) of the voting
power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required for the stockholders to adopt,
amend or repeal any provision of the Bylaws of the Corporation.

NINTH.  1.  Actions, Suits and Proceedings Other than by or in the Right of the
Corporation.  The Corporation shall indemnify each person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the Corporation, or is or was serving, or has agreed to serve, at the
request of the Corporation, as a director, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan) (all such persons being
referred to hereafter as an "Indemnitee"), or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action, suit
or proceeding and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.  Notwithstanding
anything to the contrary in this Article, except as set forth in Section 7
below, the Corporation shall not indemnify an Indemnitee seeking indemnification
in connection with a proceeding (or part thereof) initiated by the Indemnitee
unless the initiation thereof was approved by the Board of Directors of the
Corporation. Notwithstanding anything to the contrary in this Article, the
Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is
reimbursed from the proceeds of insurance, and in the event the Corporation
makes any indemnification payments to an Indemnitee and such Indemnitee is
subsequently reimbursed from the proceeds of insurance, such Indemnitee shall
promptly refund such indemnification payments to the Corporation to the extent
of such insurance reimbursement.

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<PAGE>

2.  Actions or Suits by or in the Right of the Corporation.  The Corporation
shall indemnify any Indemnitee who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was, or has agreed to become, a director or officer of the
Corporation, or is or was serving, or has agreed to serve, at the request of the
Corporation, as a director, officer or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other enterprise
(including any employee benefit plan), or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including
attorneys' fees) and, to the extent permitted by law, amounts paid in settlement
actually and reasonably incurred by him or on his behalf in connection with such
action, suit or proceeding and any appeal therefrom, if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of Delaware shall determine upon application that, despite the
adjudication of such liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
(including attorneys' fees) which the Court of Chancery of Delaware shall deem
proper.

3.  Indemnification for Expenses of Successful Party.  Notwithstanding the other
provisions of this Article, to the extent that an Indemnitee has been
successful, on the merits or otherwise, in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of any
claim, issue or matter therein, or on appeal from any such action, suit or
proceeding, he shall be indemnified against all expenses (including attorneys'
fees) actually and reasonably incurred by him or on his behalf in connection
therewith.  Without limiting the foregoing, if any action, suit or proceeding is
disposed of, on the merits or otherwise (including a disposition without
prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an
adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of
guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the
Indemnitee did not act in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and (v) with
respect to any criminal proceeding, an adjudication that the Indemnitee had
reasonable cause to believe his conduct was unlawful, the Indemnitee shall be
considered for the purposes hereof to have been wholly successful with respect
thereto.

4.  Notification and Defense of Claim.  As a condition precedent to his right to
be indemnified, the Indemnitee must notify the Corporation in writing as soon as
practicable of any action, suit, proceeding or investigation involving him for
which indemnity will or could be sought.  With respect to any action, suit,
proceeding or investigation of which the Corporation is so notified, the
Corporation will be entitled to participate therein at its own expense and/or to
assume the defense thereof at its own expense, with legal counsel reasonably
acceptable to the Indemnitee.  After notice from the Corporation to the
Indemnitee of its election so to assume such defense, the Corporation shall not
be liable to the Indemnitee for any legal or other expenses subsequently
incurred by the Indemnitee in connection with such claim, other than as provided
below in this Section 4.  The Indemnitee shall have the right to employ his own
counsel in connection with such claim, but the fees and expenses of such counsel
incurred after notice

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from the Corporation of its assumption of the defense thereof shall be at the
expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee
has been authorized by the Corporation, (ii) counsel to the Indemnitee shall
have reasonably concluded that there may be a conflict of interest or position
on any significant issue between the Corporation and the Indemnitee in the
conduct of the defense of such action or (iii) the Corporation shall not in fact
have employed counsel to assume the defense of such action, in each of which
cases the fees and expenses of counsel for the Indemnitee shall be at the
expense of the Corporation, except as otherwise expressly provided by this
Article. The Corporation shall not be entitled, without the consent of the
Indemnitee, to assume the defense of any claim brought by or in the right of the
Corporation or as to which counsel for the Indemnitee shall have reasonably made
the conclusion provided for in clause (ii) above.

5.  Advance of Expenses.  Subject to the provisions of Section 6 below, in the
event that the Corporation does not assume the defense pursuant to Section 4 of
this Article of any action, suit, proceeding or investigation of which the
Corporation receives notice under this Article, any expenses (including
attorneys' fees) incurred by an Indemnitee in defending a civil or criminal
action, suit, proceeding or investigation or any appeal therefrom shall be paid
by the Corporation in advance of the final disposition of such matter; provided,
however, that the payment of such expenses incurred by an Indemnitee in advance
of the final disposition of such matter shall be made only upon receipt of an
undertaking by or on behalf of the Indemnitee to repay all amounts so advanced
in the event that it shall ultimately be determined that the Indemnitee is not
entitled to be indemnified by the Corporation as authorized in this Article.
Such undertaking shall be accepted without reference to the financial ability of
the Indemnitee to make such repayment.

6.  Procedure for Indemnification.  In order to obtain indemnification or
advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article, the
Indemnitee shall submit to the Corporation a written request, including in such
request such documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification or advancement of expenses. Any
such indemnification or advancement of expenses shall be made promptly, and in
any event within 60 days after receipt by the Corporation of the written request
of the Indemnitee, unless with respect to requests under Section 1, 2 or 5 the
Corporation determines within such 60-day period that the Indemnitee did not
meet the applicable standard of conduct set forth in Section 1 or 2, as the case
may be. Such determination shall be made in each instance by (a) a majority vote
of the directors of the Corporation consisting of persons who are not at that
time parties to the action, suit or proceeding in question ("disinterested
directors"), whether or not a quorum, (b) a majority vote of a committee of
disinterested directors designated by majority vote of disinterested directors,
whether or not a quorum, (c) a majority vote of a quorum of the outstanding
shares of stock of all classes entitled to vote for directors, voting as a
single class, which quorum shall consist of stockholders who are not at that
time parties to the action, suit or proceeding in question, (d) independent
legal counsel (who may, to the extent permitted by law, be regular legal counsel
to the Corporation), or (e) a court of competent jurisdiction.

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7.  Remedies.  The right to indemnification or advances as granted by this
Article shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the Corporation denies such request, in whole or in part, or if
no disposition thereof is made within the 60-day period referred to above in
Section 6. Unless otherwise required by law, the burden of proving that the
Indemnitee is not entitled to indemnification or advancement of expenses under
this Article shall be on the Corporation. Neither the failure of the Corporation
to have made a determination prior to the commencement of such action that
indemnification is proper in the circumstances because the Indemnitee has met
the applicable standard of conduct nor an actual determination by the
Corporation pursuant to Section 6 that the Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the Indemnitee has not met the applicable standard of conduct.
The Indemnitee's expenses (including attorneys' fees) incurred in connection
with successfully establishing his right to indemnification, in whole or in
part, in any such proceeding shall also be indemnified by the Corporation.

8.  Subsequent Amendment.  No amendment termination or repeal of this Article or
of the relevant provisions of the General Corporation Law of Delaware or any
other applicable laws shall affect or diminish in any way the rights of any
Indemnitee to indemnification under the provisions hereof with respect to any
action, suit proceeding or investigation arising out of or relating to any
actions, transactions or facts occurring prior to the final adoption of such
amendment termination or repeal.

9.  Other Rights.  The indemnification and advancement of expenses provided by
this Article shall not be deemed exclusive of any other rights to which an
Indemnitee seeking indemnification or advancement of expenses may be entitled
under any law (common or statutory), agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in any other capacity while holding office for the Corporation,
and shall continue as to an Indemnitee who has ceased to be a director or
officer, and shall inure to the benefit of the estate, heirs, executors and
administrators of the Indemnitee. Nothing contained in this Article shall be
deemed to prohibit, and the Corporation is specifically authorized to enter
into, agreements with officers and directors providing indemnification rights
and procedures different from those set forth in this Article. In addition, the
Corporation may, to the extent authorized from time to time by its Board of
Directors, grant indemnification rights to other employees or agents of the
Corporation or other persons serving the Corporation and such rights may be
equivalent to, or greater or less than, those set forth in this Article.

10.  Partial Indemnification.  If an Indemnitee is entitled under any provision
of this Article to indemnification by the Corporation for some or a portion of
the expenses (including attorneys' fees), judgments, fines or amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with any action, suit, proceeding or investigation and any appeal
therefrom but not however, for the total amount thereof, the Corporation shall
nevertheless indemnify the Indemnitee for the portion of such expenses
(including attorneys' fees), judgments, fines or amounts paid in settlement to
which the Indemnitee is entitled.

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11.  Insurance.  The Corporation may purchase and maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plan) against any expense, liability
or loss incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the General Corporation Law
of Delaware.

12.  Merger or Consolidation.  If the Corporation is merged into or consolidated
with another corporation and the Corporation is not the surviving corporation,
the surviving corporation shall assume the obligations of the Corporation under
this Article with respect to any action, suit, proceeding or investigation
arising out of or relating to any actions, transactions or facts occurring prior
to the date of such merger or consolidation.

13.  Savings Clause.  If this Article or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each Indemnitee as to any expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with any
action, suit proceeding or investigation, whether civil, criminal or
administrative, including an action by or in the right of the Corporation, to
the fullest extent permitted by any applicable portion of this Article that
shall not have been invalidated and to the fullest extent permitted by
applicable law.

14.  Definitions.  Terms used herein and defined in Section 145(h) and Section
145(i) of the General Corporation Law of Delaware shall have the respective
meanings assigned to such terms in such Section 145(h) and Section 145(i).

15.  Subsequent Legislation.  If the General Corporation Law of Delaware is
amended after adoption of this Article to expand further the indemnification
permitted to Indemnitees, then the Corporation shall indemnify such persons to
the fullest extent permitted by the General Corporation Law of Delaware, as so
amended.

TENTH:  The Corporation reserves the right to amend or repeal any provision
contained in this Restated Certificate of Incorporation in the manner prescribed
by the Delaware General Corporation Law and all rights conferred upon
stockholders are granted subject to this reservation; provided that in addition
to the vote of the holders of any class or series of stock of the Corporation
required by law or by this Restated Certificate of Incorporation, the
affirmative vote of the holders of shares of voting stock of the Corporation
representing at least seventy percent (70%) of the voting power of all of the
then outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to (i) reduce the number of authorized shares of Common Stock or the
number of authorized shares of Preferred Stock set forth in Article FOURTH or
(ii) amend, alter or repeal, or adopt any provision inconsistent with, Articles
SIXTH, SEVENTH, EIGHTH, NINTH and this Article TENTH of this Restated
Certificate of Incorporation.

ELEVENTH:  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

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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 the Delaware General Corporation Law 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 the Delaware General
Corporation Law, 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 (3/4) 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 arrangement 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.

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IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed
this 10th day of May, 2000.

                                    ORCHID BIOSCIENCES, INC.

                                    By: /s/ Donald R. Marvin
                                    ------------------------
                                        Donald R. Marvin
                                        Senior Vice President, COO & CFO

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