**Exhibit 3.1**

 

**OSIRIS THERAPEUTICS, INC.**

** **

**ARTICLES OF RESTATEMENT**

 

OSIRISTHERAPEUTICS, INC., a Maryland corporation (the “Corporation”), herebycertifies to the State Department of Assessments and Taxation of Maryland that:

 

FIRST:                                                           The Corporationdesires to and does hereby restate in its entirety the charter of theCorporation (the “Charter”) as currently in effect pursuant to Section 2-608of the MARYLAND GENERAL CORPORATION LAW (the “MGCL”).

 

SECOND:                                            The followingprovisions are all the provisions of the Charter currently in effect, asrestated herein:

** **

**ARTICLE I**

 

**INCORPORATOR**

 

Theundersigned, C. Randal Mills, whose address is 7015 Albert Einstein Drive,Columbia, Maryland 21046, being at least 18 years of age, does hereby form acorporation under the general laws of the State of Maryland.

 

**ARTICLE II**

 

**NAME**

 

Thename of the corporation (the “Corporation”) is:

 

Osiris Therapeutics, Inc.

 

**ARTICLE III**

 

**PURPOSES**

 

Thepurpose for which the Corporation is formed is to engage in any lawful businessor other activity for which corporations may be organized under the generallaws of the State of Maryland as now or hereafter in force.

 

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**ARTICLE IV**

 

**PRINCIPAL OFFICE INMARYLAND AND RESIDENT AGENT**

 

Theaddress of the principal office of the Corporation in the State of Maryland is7015 Albert Einstein Drive, Columbia, Maryland 21046.  The name of the resident agent of theCorporation in the State of Maryland is The Corporation Trust Incorporated,whose post office address is 351 West Camden Street, Baltimore, Maryland 21201.  The resident agent is a Maryland corporation.

 

**ARTICLE V**

 

**PROVISIONSFOR DEFINING, LIMITINGAND REGULATING CERTAIN POWERS OF THECORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS**

 

Section 5.1.                                   Number and Classification of Directors.  Thebusiness and affairs of the Corporation shall be managed under the direction ofthe Board of Directors.  The number ofdirectors of the Corporation initially shall be five (5), which number may beincreased or decreased pursuant to the bylaws of the Corporation (the “Bylaws”),but shall never be less than three (3) nor more than seven (7).  The names of the individuals who shall serveas directors until their successors are duly elected and qualified and the Class (ashereinafter defined) of each such individual are:

 
| Gregory H. Barnhill |   | Class I   |
|---------------------|--------|----------------|
|                |   |           |
| Jay M. Moyes        |   | Class I   |
|                |   |           |
| Felix Gutzwiller    |   | Class II  |
|                |   |           |
| C. Randal Mills     |   | Class II  |
|                |   |           |
| Peter Friedli       |   | Class III |

 

Thedirectors shall be divided into three classes, designated as Class I, Class IIand Class III (each a “Class”).  Thedirectors as initially classified shall hold office for terms as follows:  (i) the Class I directors shallhold office until the date of the annual meeting of the holders of shares ofCommon Stock (as defined herein) of the Corporation in 2013 and until theirsuccessors shall be duly elected and qualified; (ii) the Class IIdirectors shall hold office until the date of the annual meeting of holders ofshares of Common Stock in 2011 and until their successors shall be duly electedand qualified; and (iii) the Class III directors shall hold officeuntil the date of the annual meeting of holders of shares of Common Stock in2012 and until their successors shall be elected and have qualified; provided,however, that the term of office of any individual named as an initial directorof the Corporation in this Section 5.1 shall immediately expire at theeffective time of the merger of Osiris Therapeutics, Inc., a Delawarecorporation (“Osiris Delaware”), with and into the Corporation if such individualis not a director of Osiris Delaware immediately prior to such effective time,and such individual’s successor may be appointed pursuant to 

 

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Section 5.8of this Article V to serve as a member of the Class of which suchindividual was formerly a member for the remainder of the term of office ofsuch Class.  Upon expiration of the termof office of each Class as set forth above, the successors to thedirectors in each such Class shall be elected for a term of three years tosucceed the directors whose terms of office expire.  If the number of directors is changed, anyincrease or decrease shall be apportioned among the Classes so as to maintainthe number of directors in each Class as nearly equal as possible;provided, however, that no action shall be taken with respect to the electionor appointment of directors such that one Class shall have more than onedirector more than any other Class.  Adirector elected by the holders of shares of Common Stock shall hold officeuntil the annual meeting for the year in which his or her term expires anduntil his or her successor shall be elected and shall qualify, subject,however, to the prior death, resignation, retirement, disqualification orremoval from office of such director.

 

Section 5.2.                                   Extraordinary Actions. Notwithstanding any provision of law permitting or requiring any actionto be taken or approved by the affirmative vote of the holders of sharesentitled to cast a greater number of votes, any such action shall be effectiveand valid if taken or approved by the affirmative vote of holders of sharesentitled to cast a majority of all the votes entitled to be cast on the matter.

 

Section 5.3.                                   Authorization by Board of Stock Issuance.  TheBoard of Directors may authorize the issuance from time to time of shares ofstock of the Corporation of any class or series, whether now or hereafterauthorized, or securities or rights convertible into shares of its stock of anyclass or series, whether now or hereafter authorized, for such consideration asthe Board of Directors may deem advisable (or without consideration in the caseof a stock split or stock dividend), subject to such restrictions orlimitations, if any, as may be set forth in the Charter or the Bylaws.

 

Section 5.4.                                   Preemptive Rights. Except as may be provided by the Board of Directors in setting the termsof classified or reclassified shares of stock pursuant to Section 6.4 oras may otherwise be provided by contract, no holder of shares of stock of theCorporation shall, as such holder, have any preemptive right to purchase orsubscribe for any additional shares of stock of the Corporation or any othersecurity of the Corporation which it may issue or sell.

 

Section 5.5.                                   Indemnification.  The Corporationshall have the power, in the manner and to the fullest extent permitted by law,to obligate itself to indemnify, and to pay or reimburse reasonable expenses inadvance of final disposition of a proceeding to, any person who is or was aparty to, or is threatened to be made a party to, any threatened, pending orcompleted action, suit or proceeding by reason of the fact that such person isor was a director or officer of the Corporation, or while a director or officerof the Corporation is or was serving at the request of the Corporation as adirector, officer, partner, trustee, employee or agent of another corporation,partnership, joint venture, trust, limited liability company, employee benefitplan or other enterprise.  To the fullestextent permitted by Maryland law, the indemnification provided herein shallinclude expenses (including reasonable attorney’s fees), judgments, fines andamounts paid in settlement and any such expenses may be paid or reimbursed bythe Corporation in advance of the final disposition of any such action, suit orproceeding and without requiring a preliminary determination of the ultimateentitlement to indemnification.  Neitherthe amendment nor repeal of this Section 5.5, nor the adoption oramendment of any other provision of the Charter or 

 

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Bylawsinconsistent with this Section 5.5, shall apply to or affect in anyrespect the applicability of the preceding sentences with respect to any act orfailure to act which occurred prior to any such amendment, repeal or adoption.

 

Theindemnification provided herein shall not be deemed to limit the right of theCorporation to indemnify any other person for any such expenses to the fullestextent permitted by law, nor shall it be deemed exclusive of any other rightsto which any person seeking indemnification from the Corporation may beentitled under the Bylaws, any agreement, vote of stockholders or disinteresteddirectors or otherwise, both as to action and such person’s official capacityand as to act in another capacity while holding such office.

 

Section 5.6.                                   Determinations by Board.  Thedetermination as to any of the following matters, made in good faith by orpursuant to the direction of the Board of Directors consistent with the Charterand in the absence of actual receipt of an improper benefit in money, propertyor services or active and deliberate dishonesty established by a court, shallbe final and conclusive and shall be binding upon the Corporation and every holderof shares of its stock:  the amount ofthe net income of the Corporation for any period and the amount of assets atany time legally available for the payment of dividends, redemption of itsstock or the payment of other distributions on its stock; the amount of paid-insurplus, net assets, other surplus, annual or other net profit, net assets inexcess of capital, undivided profits or excess of profits over losses on salesof assets; the amount, purpose, time of creation, increase or decrease, alterationor cancellation of any reserves or charges and the propriety thereof (whetheror not any obligation or liability for which such reserves or charges shallhave been created shall have been paid or discharged); the fair value, or anysale, bid or asked price to be applied in determining the fair value, of anyasset owned or held by the Corporation; any matter relating to the acquisition,holding and disposition of any assets by the Corporation; or any other matterrelating to the business and affairs of the Corporation.

 

Section 5.7.                                   Removal of Directors. Subject to the rights of holders of one or more classes or series ofstock of the Corporation to elect or remove one or more directors, anydirector, or the entire Board of Directors, may be removed from office at anytime, but only for cause and then only by the affirmative vote of at least amajority of all the votes entitled to be cast generally for the election ofdirectors.  For purposes of this Section 5.7,“cause” shall mean only, with respect to any particular director, (i) convictionof a felony, (ii) declaration of unsound mind by order of court, (iii) grossdereliction of duty, (iv) commission of any action involving moralturpitude, or (v) commission of an action which constitutes intentionalmisconduct or a knowing violation of law if such action in either event resultsin either an improper substantial personal benefit or a material injury to theCorporation.

 

Section 5.8.                                   Vacancies.  TheCorporation elects, at such time as it becomes eligible under Section 3-802(a) and(b) of the Maryland General Corporation Law (the “MGCL”) to make suchelection, to be subject to Section 3-804(c) of the MGCL so that,except as may be provided by the Board of Directors in setting the terms of anyclass or series of shares of stock of the Corporation, any and all vacancies onthe Board of Directors may be filled only by the affirmative vote of a majorityof the remaining directors in office, even if the remaining directors do notconstitute a quorum, and any director elected to fill a vacancy shall holdoffice for the remainder of the full term of the class of directors in whichsuch vacancy occurred.

 

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Section 5.9.                                   Quorum; Action at Meeting.  Amajority of the directors at any time in office shall constitute a quorum forthe transaction of business.  In theevent one or more of the directors shall be disqualified to vote at anymeeting, then the required quorum shall be reduced by one for each director sodisqualified, provided that in no case shall less than one-third of the numberof directors fixed pursuant to Section 5.1 of this Article constitutea quorum (unless there are only three directors, in which case not less thantwo may constitute a quorum).  If at anymeeting of the Board of Directors there shall be less than such a quorum, amajority of those present may adjourn the meeting from time to time.  Every act or decision done or made by amajority of the directors present at a meeting at which a quorum is presentshall be regarded as the act of the Board of Directors unless a greater numberis required by law, the Bylaws or the Charter of the Corporation.

 

Section 5.10.                             Board Considerations in a PotentialAcquisition of Control.  The Board of Directors, in consideringa potential acquisition of control of the corporation, (a) may take intoaccount factors in addition to potential short-term economic benefits tostockholders of the Corporation, including, without limitation, comparison ofthe proposed consideration to be received by stockholders in relation to thethen current market price of the Corporation’s stock, the estimated currentvalue of the Corporation in a freely negotiated transaction, and the estimatedfuture value of the Corporation as an independent entity, and (b) mayconsider the effect of the potential acquisition of control on (i) employees,suppliers and customers of the Corporation and (ii) communities in whichoffices or other establishments of the Corporation are located.

 

Section 5.11.                             Special Meetings of Stockholders. Special meetings of the stockholders may be called at any time by theChairman of the Board of Directors, and shall be called upon the writtenrequest of the stockholders entitled to cast at least twenty percent (20%) of allthe votes entitled to be cast at the meeting, or upon a resolution adopted by,or an affirmative vote of, a majority of the Board of Directors.  Business transacted at any special meeting ofthe stockholders shall be limited to matters relating to the purpose orpurposes stated in the notice of the meeting.

 

Section 5.12.                             Action by Stockholders Without a Meeting.  Theholders of Common Stock entitled to vote generally in the election of directorsmay take action or consent to any action by delivering a consent in writing orby electronic transmission of the stockholders entitled to cast not less thanthe minimum number of votes that would be necessary to authorize or take theaction at a stockholders meeting if the Corporation gives notice of the actionnot later than ten (10) days after the effective date of the action toeach holder of the class of Common Stock and to each stockholder who, if theaction had been taken at a meeting, would have been entitled to notice of themeeting.

 

**ARTICLE VI**

 

**STOCK**

 

Section 6.1.                                   Authorized Shares.  TheCorporation has authority to issue one hundred ten million (110,000,000) sharesof stock, consisting of ninety million (90,000,000) shares of common stock, parvalue $0.001 per share (“Common Stock”), and twenty million (20,000,000) 

 

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sharesof preferred stock, par value $0.001 per share (“Preferred Stock”).  The aggregate par value of all authorizedshares of stock having par value is $110,000. If shares of one class of stock are classified or reclassified intoshares of another class of stock pursuant to this Article VI, the numberof authorized shares of the former class shall be automatically decreased andthe number of shares of the latter class shall be automatically increased, ineach case by the number of shares so classified or reclassified, so that theaggregate number of shares of stock of all classes that the Corporation hasauthority to issue shall not be more than the total number of shares of stockset forth in the first sentence of this paragraph.  The Board of Directors, without any action bythe stockholders of the Corporation, may amend the Charter from time to time toincrease or decrease the aggregate number of shares of stock or the number ofshares of stock of any class or series that the Corporation has authority toissue.

 

Section 6.2.                                   Common Stock.

 

(a)                                  The voting, dividend and liquidation rights of the holders of the CommonStock are subject to and qualified by the rights of the holders of the PreferredStock or any class or series as may be designated by the Board of Directorsupon any issuance of the Preferred Stock or any class or series.

 

(b)                                 Subject to any preferences of any class or series of stock hereafterclassified or reclassified, each share of Common Stock shall entitle the holderthereof to one vote on all matters to be voted upon by the stockholders.  Stockholders shall not be entitled tocumulative voting rights with respect to the election of directors.

 

(c)                                  Dividends may be declared and paid on the Common Stock from fundslawfully available therefor as and when determined by the Board of Directorsand subject to any preferential dividend rights of any then outstandingPreferred Stock.

 

(d)                                 Upon the dissolution or liquidation of the Corporation, whether voluntaryor involuntary, holders of the Common Stock will be entitled to receive all ofthe assets of the Corporation available for distribution to its stockholders,subject to any preferential rights of any then outstanding Preferred Stock.

 

(e)                                  The Board of Directors may reclassify any unissued shares of Common Stockfrom time to time in one or more classes or series of stock.

 

Section 6.3.                                   Preferred Stock.  The Boardof Directors may classify any unissued shares of Preferred Stock and reclassifyany previously classified but unissued shares of Preferred Stock of any classor series from time to time in one or more classes or series of stock.  The powers, preferences and relative,participating, optional and other special rights of each class or series ofPreferred Stock, and the qualifications, limitations and restrictions thereof,if any, may differ from those of any and all other classes or series at anytime outstanding.  All shares of any oneseries of Preferred Stock shall be identical in all respects with all othershares of such series, except that shares of any one series issued at differenttimes may differ as to the dates from which dividends thereof shall becumulative.  The Board of Directors mayincrease the number of shares of the Preferred Stock designated for anyexisting class or series by a resolution adding to such class or seriesauthorized and unissued shares of the Preferred Stock not designated for 

 

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anyother class or series.  The Board ofDirectors may decrease the number of shares of the Preferred Stock designatedfor any existing class or series by a resolution subtracting from such class orseries unissued shares of the Preferred Stock designated for such class orseries, and the shares so subtracted shall become authorized, unissued andundesignated shares of the Preferred Stock, but not below the number of sharesof such class or series then outstanding. In case the number of shares of any series shall be so decreased, theshares constituting such decrease shall resume the status which they had priorto the adoption of the resolution originally fixing the number of shares ofsuch class or series.

 

Section 6.4.                                   Classified or Reclassified Shares.  Priorto issuance of classified or reclassified shares of any class or series, theBoard of Directors by resolution shall: (a) designate that class or seriesto distinguish it from all other classes and series of stock of theCorporation; (b) specify the number of shares to be included in the classor series; (c) set or change, subject to the express terms of any class orseries of stock of the Corporation outstanding at the time, the preferences,conversion or other rights, voting powers, restrictions, limitations as to dividendsor other distributions, qualifications and terms and conditions of redemptionfor each class or series; and (d) cause the Corporation to file articlessupplementary with the State Department of Assessments and Taxation of Maryland(“SDAT”).  Any of the terms of any classor series of stock set or changed pursuant to clause (c) of this Section 6.4may be made dependent upon facts or events ascertainable outside the Charter(including determinations by the Board of Directors or other facts or events withinthe control of the Corporation) and may vary among holders thereof, providedthat the manner in which such facts, events or variations shall operate uponthe terms of such class or series of stock is clearly and expressly set forthin the articles supplementary filed with the SDAT.

 

Section 6.5.                                   Charter and Bylaws.  Allpersons who shall acquire stock in the Corporation shall acquire the samesubject to the provisions of the Charter and the Bylaws.

 

**ARTICLE VII**

 

**DURATION**

 

Theexistence of the Corporation shall be perpetual.

 

**ARTICLE VIII**

 

**AMENDMENTS**

 

TheCorporation reserves the right from time to time to make any amendment to theCharter, now or hereafter authorized by law, including any amendment alteringthe terms or contract rights, as expressly set forth in the Charter, of anyshares of outstanding stock.  All rightsand powers conferred by the Charter on stockholders, directors and officers aregranted subject to this reservation. Except as otherwise provided in the Charter, any amendment to theCharter shall be valid only if approved by the stockholders of the Corporationby the affirmative vote of a majority of all the votes entitled to be cast onthe matter.

 

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**ARTICLE IX**

 

**LIMITATIONOF LIABILITY**

 

Tothe maximum extent that Maryland law in effect from time to time permitslimitation of the liability of directors and officers of a corporation, nodirector or officer of the Corporation shall be liable to the Corporation orits stockholders for money damages. Neither the amendment nor repeal of this Article IX, nor theadoption or amendment of any other provision of the Charter or Bylawsinconsistent with this Article IX, shall apply to or affect in any respectthe applicability of the preceding sentence with respect to any act or failureto act which occurred prior to such amendment, repeal or adoption.

 

THIRD:                                                       These Articlesof Restatement do not amend the Charter.

 

FOURTH:                                           The foregoingrestatement of the Charter has been approved by a majority of the entire Boardof Directors.

 

FIFTH:                                                          The currentaddress of the principal office of the Corporation is as set forth in Article IVof the foregoing restatement of the Charter.

 

SIXTH:                                                        The name andaddress of the Corporation’s current resident agent is as set forth in Article IVof the foregoing restatement of the Charter.

 

SEVENTH:                                      There arecurrently five (5) directors of the Corporation, and the names and classesof those directors currently in office are as follows:

 
| Gregory H. Barnhill | Class I   |
|---------------------|----------------|
| Jay M. Moyes        | Class I   |
| Felix Gutzwiller    | Class II  |
| C. Randal Mills     | Class II  |
| Peter  Friedli      | Class III |

 

EIGHTH:                                                The undersignedPresident and Chief Executive Officer acknowledges these Articles ofRestatement to be the corporate act of the Corporation and, as to all mattersor facts required to be verified under oath, the undersigned President andChief Executive Officer 

 

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acknowledgesthat, to the best of his knowledge, information and belief, these matters andfacts are true in all material respects and that this statement is made underthe penalties for perjury.

 

INWITNESS WHEREOF, the Corporation has caused these Articles of Restatement to besigned in its name and on its behalf by its President and Chief ExecutiveOfficer and attested to by its Secretary on this 4th day of June, 2010.

 

 
|                           |                        | **OSIRIS  THERAPEUTICS, INC.** |
|--------------------------------|-----------------------------|-------------------------------------|
|                           |                        |                                |   |
|                           |                        | By:                                 | /s/  C. Randal Mills |  (SEAL) |
|                           |                        | Name:                               | C.  Randal Mills |
|                           |                        | Title:                              | President  and Chief Executive Officer |
| ATTEST:                        |                        |                                |   |
|                           |                        |                                |   |
| /s/ Philip R. Jacoby, Jr. |                        |                                |   |
| Name:                          | Philip  R. Jacoby, Jr. |                                |   |   |
| Title:                         | Chief  Financial Officer,   |                                |   |   |
|                           | Treasurer and Secretary     |                                |   |   |

 

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