Exhibit 3.1





AMENDED AND RESTATED ARTICLES OF
INCORPORATION


OF


MODIGENE INC.





(Pursuant to Sections 78.385, 78.390 and
78.403 of the Nevada Revised Statutes)





I, the undersigned President of Modigene
Inc., do hereby certify that:





1. The Articles of Incorporation of
Modigene Inc. are hereby amended and restated in their entirety, effective as of
the date of filing hereof with the Secretary of State of the State of Nevada, as
follows:





FIRST: The name of the corporation is
Modigene Inc.





SECOND: Its principal office in the
state of Nevada is located at 6100 Neil Road, Suite 500, Reno, Nevada 89511. The
name and address of its resident agent is The Corporation Trust Company of
Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511.





THIRD: The purpose or purposes for which
the corporation is organized:





To engage in and carry on any lawful
business activity or trade, and any activities necessary, convenient, or
desirable to accomplish such purposes, not forbidden by law or by these articles
of incorporation.





FOURTH:





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 three hundred and ten million (310,000,000) shares. Three
hundred million (300,000,000) shares shall be Common Stock, each having a par
value of $0.00001. Ten million (10,000,000) shares shall be Preferred Stock,
each having a par value of $0.00001.





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 pursuant to the corporation laws of the
State of Nevada, 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
series subsequent 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 constituting such decrease shall resume the status that they had prior to
the adoption of the resolution originally fixing the number of shares of such
series.





FIFTH: The governing board of this
corporation shall be known as directors, and the number of directors may from
time to time be increased or decreased in such manner as shall be provided by
the bylaws of this corporation, providing that the number of directors shall not
be reduced to less than one (1).





SIXTH: The capital stock, after the
amount of the subscription price, or par value, has been paid in shall not be
subject to assessment to pay the debts of the corporation.





SEVENTH: The corporation is to have
perpetual existence.





EIGHTH: In furtherance, and not in
limitation of the powers conferred by statute, the board of directors is
expressly authorized:





Subject to the bylaws, if any, adopted
by the stockholders, to make, alter or amend the bylaws of the
corporation.





To fix the amount to be reserved as
working capital over and above its capital stock paid in, to authorize and cause
to be executed mortgages and liens upon the real and personal property of this
corporation.








By resolution passed by a majority of
the whole board, to designate one (1) or more committees, each committee to
consist of one (1) or more of the directors of the corporation, which, to the
extent provided in the resolution or in the bylaws of the corporation, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in the bylaws of the
corporation or as may be determined from time to time by resolution adopted by
the board of directors.





When and as authorized by the
affirmative vote of stockholders holding stock entitling them to exercise at
least a majority of the voting power given at a stockholders' meeting called for
that purpose, or when authorized by the written consent of the holders of at
least a majority of the voting stock issued and outstanding, the board of
directors shall have power and authority at any meeting to sell, lease or
exchange all of the property and assets of the corporation, including its good
will and its corporate franchises, upon such terms and conditions as its board
of directors deem expedient and for the best interests of the
corporation.





NINTH: Meeting of stockholders may be
held outside the State of Nevada, if the bylaws so provide. The books of the
corporation may be kept (subject to any provision contained in the statutes)
outside the State of Nevada 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.





TENTH: This corporation reserves the
right to amend alter, change or repeal any provision contained in the Articles
of Incorporation, in the manner now or hereafter prescribed by statute, or by
the Articles of Incorporation, and all rights conferred upon stockholders herein
are granted subject to this reservation.





ELEVENTH: The corporation shall
indemnify its officers, directors, employees and agents to the full extent
permitted by the laws of the State of Nevada.





2. The foregoing Amended and Restated
Articles of Incorporation have been duly approved by the Board of Directors of
the Corporation.





3. The foregoing Amended and Restated
Articles of Incorporation have been duly approved by the required vote of
stockholders in accordance with Sections 78.385, 78.390 and 78.403 of the Nevada
Revised Statutes. The total number of outstanding shares of Common Stock of the
Corporation is 9,680,000, of which 9,680,000 have voted in favor of the Amended
and Restated Articles of Incorporation. The number of shares voting in favor of
the Amended and Restated Articles of Incorporation equaled or exceeded the vote
required. The percentage vote required under the law and the Articles of
Incorporation in effect at the time of this filing was more than 50% of the
outstanding Common Stock.





IN WITNESS WHEREOF, the undersigned,
President of the corporation, for the purpose of amending and restating the
Articles of Incorporation of Modigene Inc. hereby makes, files and records this
Amended and Restated Articles of Incorporation and certifies that it is the act
and deed of the corporation and that the facts stated herein are
true.





By:
            /s/ Peter L.
      Coker





Dated: February 26,
2007





ROSS
MILLER


Secretary
of State


20
North Carson Street, Suite 1


Carson
City, Nevada 89701-4520


(775)
684 5708


Website:  www.nvos.gov




Certificate
      of Amendment
                    (PURSUANT
      TO NRS 78.385 AND 78.390)




USE
      BLACK INK ONLY - DO NOT HIGHLIGHT
                  ABOVE
      SPACE IS FOR OFFICE USE
ONLY




Certificate of Amendment to
Articles of Incorporation


For Nevada Profit
Corporations


(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)




1.    Name
of corporation:




Modigene
Inc.




2.    The articles have been amended as
follows:(provide article numbers, if available)




The
section entitled “FIRST” of the Company’s Amended and Restated Articles of
Incorporation shall be amended in its entirety to read as follows:




“FIRST:  The
name of the corporation is PROLOR Biotech, Inc.”





3.    The
vote by which the stockholders holding shares in the corporation entitling them
to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or
series, or as may be required by the provisions of the articles of
incorporation* have voted in favor of the amendment is :




4.    Effective
      date of filing:  (optional)(must
      not be later than 90 days after the certificate is
  filed)




5.    Signature:  (required)




X
                /s/
      Shai NovikSignature
      of Officer  Shai Novik,
      President




*If any
proposed amendment would alter or change any preference or any relative or other
right given to any class or series of outstanding shares, then the amendment
must be approved by the vote, in addition to the affirmative vote otherwise
required, of the holders of shares representing a majority of the voting power
of each class or series affected by the amendment regardless to limitations or
restrictions on the voting power thereof.




IMPORTANT:  Failure
to include any of the above information and submit with the proper fees may
cause this filing to be rejected.


Exhibit
3.1




This form must be accompanies by appropriate
      fees.
            Nevada
      Secretary of State Amend Profit-AfterRevised:  3-9-09


Exhibit
3.1