CERTIFICATE
OF ELIMINATION

       

      OF

       

      SERIES
D CONVERTIBLE PREFERRED STOCK

       

      OF

       

      NOVELOS
THERAPEUTICS, INC.

       

      (Pursuant
to Section 151(g) of the General

      Corporation
Law of the State of Delaware)

       

           Novelos
Therapeutics, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the “Corporation”) does hereby certify
as follows:

       

           FIRST: The Certificate of
Designations filed on April 11, 2008 and constituting part of the Corporation’s
Certificate of Incorporation (the “Certificate of Designations”) authorizes the
issuance of 420 shares of a series of Preferred Stock designated Series D
Convertible Preferred Stock, par value $0.00001 per share (the “Series D
Preferred Stock”).

       

           SECOND: Pursuant to the
provisions of Section 151(g) of the General Corporation Law of the State of
Delaware, the Board of Directors of the Corporation adopted the following
resolutions:

       

                 RESOLVED, that no shares of
the Corporation’s Series D Preferred Stock are outstanding and that no shares of
the Series D Preferred Stock will be issued subject to the Certificate of
Designations; and

       

                 RESOLVED FURTHER, that all
matters set forth in the Certificate of Designations with respect to the Series
D Preferred Stock be eliminated from the Corporation’s Certificate of
Incorporation, as heretofore amended; and

       

                  RESOLVED FURTHER, that
the officers of the Corporation are directed to file with the Secretary of State
of the State of Delaware a Certificate of Elimination pursuant to Section 151(g)
of the General Corporation Law of the State of Delaware setting forth these
resolutions in order to eliminate from the Corporation’s Certificate of
Incorporation all matters set forth in the Certificate of Designations with
respect to the Series D Preferred Stock.

       

           THIRD: Pursuant to the
provisions of Section 151(g) of the General Corporation Law of the State of
Delaware, all references to the Series D Preferred Stock in the Certificate of
Incorporation of the Corporation hereby are eliminated, and the shares that were
designated to such series hereby are returned to the status of authorized but
unissued shares of the Preferred Stock of the Corporation, without designation
as to series.

       

      [Signature
on next page]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be signed by its duly authorized
officer this 12th day of
February, 2009.

       

      
        
          	
                  NOVELOS THERAPEUTICS,
      INC.

                
	 
      	 
      
	
                  By:

                	
                  /s/ Harry S. Palmin

                
	
                  Name:   Harry S. Palmin

                
	
                  Title:  President
      and Chief Executive
Officer

                


        

      


      
        
           


        

        
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