AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

RENOVIS, INC.

 

Renovis, Inc., organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

 

ONE: The original name of this corporation is Renovis Neuroscience, Inc. and the date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was January 5, 2000. An Amended and Restated Certificate of Incorporation, changing the name of the corporation to Renovis, Inc., was filed with the Secretary of State of the State of Delaware on June 20, 2000.

 

TWO: The Amended and Restated Certificate of Incorporation of this corporation is hereby amended and restated in its entirety to read as follows:

 

I.

 

The name of the corporation is Renovis, Inc. (the “Corporation”).

 

II.

 

The address of the registered office of the Corporation in the State of Delaware is:

 

Corporation Service Company

2711 Centreville Road

Wilmington, DE 19808

County of New Castle

 

The name of the Corporation’s registered agent at said address is Corporation Service Company.

 

III.

 

The purpose of the 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.


IV.

 

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 One Hundred Five Million (105,000,000) shares, One Hundred Million (100,000,000) shares of which shall be Common Stock (the “Common Stock”) and Five Million (5,000,000) shares of which shall be Preferred Stock (the “Preferred Stock”). The Preferred Stock shall have a par value of one tenth of one cent ($.001) per share and the Common Stock shall have a par value of one tenth of one cent ($.001) per share. The Preferred Stock may be issued from time to time, in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issue of any shares thereof.

 

The Board of Directors of the Corporation is hereby authorized to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions, if any), the redemption price or prices, the liquidation preferences, any other designations, preferences and relative, participating, optional or other special rights, and any qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, and the number of shares constituting any such unissued series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issue 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 so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

 

V.

 

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, alter or repeal Bylaws of the Corporation. Notwithstanding the foregoing, the Bylaws of the Corporation may be rescinded, altered, amended or repealed in any respect by the affirmative vote of the holders of at least 662/3% of the outstanding voting stock of the Corporation, voting together as a single class.

 

VI.

 

The Board of Directors of the Corporation shall have that number of directors set out in the Bylaws of the Corporation as adopted or as set from time to time by a duly adopted amendment thereto by the Directors or stockholders of the Corporation. The Board of Directors shall be divided into three classes, as nearly equal in number as possible. The initial classification of directors shall be determined in accordance with a resolution or resolutions adopted by the Board of Directors. The term of office of the first class (Class I) shall expire at the first annual meeting of stockholders or any special meeting in lieu thereof following January 1, 2004 the term of office of the second class (Class II) shall expire at the second annual meeting of stockholders or any special meeting in lieu thereof following January 1, 2004 and the term of office of the third class (Class III) shall expire at the third annual meeting of stockholders or any


special meeting in lieu thereof following January 1, 2004. 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 the stockholders or special meeting in lieu thereof after their election and until their successors are duly elected and qualified.

 

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, and not by the stockholders. In the event of any increase or decrease in the authorized number of directors, (a) each director then serving as such shall nevertheless continue as a director of the class of which he or she is a member until the expiration of his or her current term or his or her prior death, retirement, removal or resignation and (b) 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. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled. Notwithstanding the foregoing, each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

 

VII.

 

Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.

 

VIII.

 

No action shall be taken by the stockholders except at an annual or special meeting of stockholders. The stockholders may not take action by written consent.

 

Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors, or by a majority of the members of the Board of Directors, or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of


Directors or in the Bylaws, include the power to call such meetings, but such special meetings may not be called by any other person or persons.

 

IX.

 

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

 

The Corporation may indemnify and advance indemnification expenses to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation. The Corporation may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such director, officer or employee against any liability which may be asserted against him or her and may enter contracts providing for the indemnification of any such person to the fullest extent permitted by law.

 

Neither any amendment nor repeal of this Article IX, nor the adoption of any provision of this Corporation’s Restated Certificate of Incorporation or the Bylaws of the Corporation inconsistent with this Article IX, shall eliminate or reduce the effect of this Article IX in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article IX, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

 

X.

 

The Corporation is to have perpetual existence.

 

XI.

 

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any statutory provision) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors in the Bylaws.


XII.

 

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation; provided, however, that no amendment, alteration, change or repeal may be made to Article V, VI, VIII, IX or XII without the affirmative vote of the holders of at least 66 2/3% of the outstanding voting stock of the Corporation, voting together as a single class.

 

* * *


THREE: This Amended and Restated Certificate of Incorporation has been duly approved by the Board of Directors of this Corporation.

 

FOUR: This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the Delaware General Corporation Law by the Board of Directors and the stockholders of the Corporation.

 

IN WITNESS WHEREOF, RENOVIS, INC. has caused this Amended and Restated Certificate of Incorporation to be signed by its President and Chief Executive Officer this          day of February, 2004.

 

 

 

 

RENOVIS, INC.

 

 

By:

 

 

 

 


 

 

Corey S. Goodman, Ph.D.

President and Chief Executive Officer

 

 

CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

RENOVIS, INC.

 

Corey S. Goodman hereby certifies that:

 

ONE: He is the duly elected and acting President and Chief Executive Officer of Renovis, Inc. (the “Corporation”). The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was January 5, 2000, under the name Renovis Neuroscience, Inc.

 

TWO: This Certificate of Amendment will become effective at 3:00 p.m. Eastern Standard Time (the “Effective Time”) on the date of filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.

 

THREE: Article IV of the Corporation’s Amended and Restated Certificate of Incorporation is amended to add the following three paragraphs to the beginning thereof:

 

“At the Effective Time, a 1-for-4.5 reverse stock split for each share of Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time (“Old Common Stock”) shall automatically, without any action on the part of the holders thereof, occur.

 

Following the Effective Time, each holder of Old Common Stock shall be entitled to receive upon surrender of such holder’s certificate(s) representing Old Common Stock (whether one or more, “Old Certificates”) for cancellation pursuant to procedures adopted by the Corporation, a certificate(s) (whether one or more, “New Certificates”) representing the number of whole shares of Common Stock as provided above (“New Common Stock”) into which and for which the shares of Old Common Stock formerly represented by such Old Certificates so surrendered are combined under the terms hereof. From and after the Effective Time, Old Certificates shall represent only the right to receive New Certificates and, where applicable, cash in lieu of fractional shares, as provided below.

 

No fractional shares of Common Stock of the Corporation shall be issued. No stockholder of the Corporation shall transfer any fractional shares of Common Stock of the Corporation. The Corporation shall not recognize on its stock record books any purported transfer of any fractional share of Common Stock of the Corporation. A holder of Old Certificates at the Effective Time who would otherwise be entitled to a fraction of a share of New Common Stock (after aggregating all fractions of a share to which such stockholder would otherwise be entitled) shall, in lieu thereof, be entitled to receive a cash payment in an amount equal to the fraction to which the stockholder would otherwise be entitled


multiplied by the per share price as determined by the Board of Directors of the Corporation.”

 

FOUR: Article IV(A) of the Corporation’s Amended and Restated Certificate of Incorporation is amended in its entirety to read as follows:

 

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 eighty-four million four hundred thirty-seven thousand nine hundred thirteen (89,437,913) shares, twenty million one hundred fifty-five thousand five hundred fifty-five (20,155,555) shares of which shall be Common Stock (the “Common Stock”) and sixty-nine million two hundred eighty-two thousand three hundred fifty-eight (69,282,358) shares of which shall be Preferred Stock (the “Preferred Stock”). The Preferred Stock shall have a par value of one tenth of one cent ($.001) per share and the Common Stock shall have a par value of one tenth of one cent ($.001) per share.”

 

FIVE: The amendment to the Corporation’s Amended and Restated Certificate of Incorporation set forth above was duly adopted by the Board of Directors of the Corporation and approved by the stockholders in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

 

SIX: All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.

 

IN WITNESS WHEREOF, Renovis, Inc. has caused this Certificate of Amendment of Amended and Restated Certificate of Incorporation to be signed by its President and Chief Executive Officer in South San Francisco, California, this 3rd day of February, 2004.

 

 

 

 

RENOVIS, INC.

 

 

By:

 

/s/ COREY S. GOODMAN

 

 


 

 

Corey S. Goodman

President and Chief Executive Officer