CERTIFICATE OF INCORPORATION
                                       OF
                              BIOVERIS CORPORATION
 
         The undersigned, a natural person (the "Sole Incorporator"), for the
purpose of organizing a corporation to conduct the business and promote the
purposes hereinafter stated, under the provisions and subject to the
requirements of the laws of the State of Delaware hereby certifies that:
 
                                   ARTICLE I
 
                                      Name
 
         SECTION 1.01. The name of the corporation is BioVeris Corporation (the
"Corporation").
 
                                   ARTICLE II
 
                                Registered Agent
 
         SECTION 2.01. The address of the registered office of the Corporation
in the State of Delaware is 1209 Orange Street, City of Wilmington, County of
New Castle, and the name of the registered agent of the Corporation in the State
of Delaware at such address is Corporation Trust Company.
 
                                  ARTICLE III
 
                                     Purpose
 
         SECTION 3.01. The purpose of the Corporation shall be to engage in any
lawful act or activity for which corporations may be organized and incorporated
under the General Corporation Law of the State of Delaware (the "DGCL").
 
                                   ARTICLE IV
 
                                  Capital Stock
 
         SECTION 4.01. The Corporation shall be authorized to issue 115,000,000
shares of capital stock, of which 100,000,000 shares shall be common stock, par
value $0.001 per share ("Common Stock"), and 15,000,000 shares shall be
preferred stock, par value $0.001 per share ("Preferred Stock").
 
         SECTION 4.02. The Preferred Stock may be issued from time to time in
one or more series. The Board of Directors of the Corporation (the "Board of
Directors" and each member thereof, a "Director") is hereby authorized to
provide for the issuance of shares of Preferred
 
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                                                                               2
 
 
Stock in series and, by filing a certificate pursuant to the DGCL (a "Preferred
Stock Designation"), to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers, privileges,
preferences and rights of the shares of each such series and the qualifications,
limitations and restrictions thereof. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, determination
of the following:
 
         (a) the designation of the series, which may be by distinguishing
number, letter or title;
 
         (b) the number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in the Preferred Stock
Designation) increase or decrease (but not below the number of shares thereof
then outstanding);
 
         (c) whether dividends, if any, shall be cumulative or noncumulative,
and, in the case of shares of any series having cumulative dividend rights, the
date or dates or method of determining the date or dates from which dividends on
the shares of such series shall be cumulative;
 
         (d) the rate of any dividends (or method of determining such dividends)
payable to the holders of the shares of such series, any conditions upon which
such dividends shall be paid and the date or dates or the method for determining
the date or dates upon which such dividends shall be payable;
 
         (e) the price or prices (or method of determining such price or prices)
at which, the form of payment of such price or prices (which may be cash,
property or rights, including securities of the same or another corporation or
other entity) for which, the period or periods within which and the terms and
conditions upon which the shares of such series may be redeemed, in whole or in
part, at the option of the Corporation or at the option of the holder or holders
thereof or upon the happening of a specified event or events, if any;
 
         (f) the obligation, if any, of the Corporation to purchase or redeem
shares of such series pursuant to a sinking fund or otherwise and the price or
prices at which, the form of payment of such price or prices (which may be cash,
property or rights, including securities of the same or another corporation or
other entity) for which, the period or periods within which and the terms and
conditions upon which the shares of such series shall be redeemed or purchased,
in whole or in part, pursuant to such obligation;
 
         (g) the amount payable out of the assets of the Corporation to the
holders of shares of the series in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation;
 
         (h) provisions, if any, for the conversion or exchange of the shares of
such series, at any time or times at the option of the holder or holders thereof
or at the option of the Corporation or upon the happening of a specified event
or events, into shares of any other class or classes or any other series of the
same or any other class or classes of stock, or any other security, of the
Corporation, or any other corporation or other entity, and the price or prices
or rate or rates of conversion or exchange and any adjustments applicable
thereto, and all other terms and conditions upon which such conversion or
exchange may be made;
 
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                                                                               3
 
         (i) restrictions on the issuance of shares of the same series or of any
other class or series, if any; and
 
         (j) the voting rights, if any, of the holders of shares of the series.
 
         SECTION 4.03. The Common Stock shall be subject to the express terms of
the Preferred Stock and any series thereof. The holders of shares of Common
Stock shall be entitled to one vote for each such share upon all proposals
presented to the stockholders on which the holders of Common Stock are entitled
to vote. Except as otherwise provided by law or by the resolution or resolutions
adopted by the Board of Directors designating the powers, privileges,
preferences and rights of any series of Preferred Stock, the Common Stock shall
have the exclusive right to vote for the election of Directors and for all other
purposes, and holders of Preferred Stock shall not be entitled to receive notice
of any meeting of stockholders at which they are not entitled to vote. The
number of authorized shares of Preferred Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the outstanding Common Stock, without a
vote of the holders of the Preferred Stock, or of any series thereof, unless a
vote of any such holders is required pursuant to any Preferred Stock
Designation. The Corporation shall be entitled to treat the person in whose name
any share of its stock is registered as the owner thereof for all purposes and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the Corporation shall
have notice thereof, except as expressly provided by law.
 
                                   ARTICLE V
 
                               Stockholder Action
 
         SECTION 5.01. Effective as of the time at which IGEN International,
Inc., a Delaware corporation, shall cease to be the beneficial owner of an
aggregate of at least a majority of the then outstanding shares of Common Stock
(the "Trigger Date"), any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of such holders and may not be effected by any consent in
writing by such holders. Effective as of the Trigger Date, except as otherwise
required by law and subject to the rights of the holders of any class or series
of stock having a preference over the Common Stock as to dividends or upon
liquidation to call a special meeting of stockholders under specified
circumstances, special meetings of stockholders of the Corporation for any
purpose or purposes may be called only by the Board of Directors pursuant to a
resolution stating the purpose or purposes thereof approved by a majority of the
total number of Directors which the Corporation would have if there were no
vacancies (the "Whole Board"), by the Chairman of the Board of Directors or by
the Chief Executive Officer and, effective as of the Trigger Date, any power of
stockholders to call a special meeting is specifically denied.
 
         SECTION 5.02. No business other than that stated in the notice of
special meeting and such additional matters as may be determined by the Board of
Directors shall be transacted at any special meeting.
 
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         SECTION 5.03. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
66-2/3% of the voting power of all shares of the Corporation entitled to vote
generally in the election of Directors (the "Voting Stock") then outstanding,
voting together as a single class, shall be required to alter, amend or repeal
any provision of this Article V, or to adopt any provision inconsistent with
this Article V.
 
                                   ARTICLE VI
 
                              Election of Directors
 
         SECTION 6.01. Unless and except to the extent that the By-laws of the
Corporation (the "By-laws") shall so require, the election of Directors of the
Corporation need not be by written ballot.
 
                                  ARTICLE VII
 
                               Board of Directors
 
         SECTION 7.01. Except as otherwise fixed by or pursuant to the
provisions of Article IV hereof relating to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect additional Directors under specified
circumstances, the number of the Directors shall be fixed from time to time
exclusively pursuant to a resolution adopted by a majority of the Whole Board
(but shall not be less than three). The Directors, other than those who may be
elected by the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation, shall be classified, with
respect to the time for which they severally hold office, into three classes, as
nearly equal in number as possible, one class to be originally elected for a
term expiring at the first annual meeting of stockholders following the
effectiveness of this Certificate of Incorporation, another class to be
originally elected for a term expiring at the second annual meeting of
stockholders following the effectiveness of this Certificate of Incorporation,
and another class to be originally elected for a term expiring at the third
annual meeting of stockholders following the effectiveness of this Certificate
of Incorporation, with each class to hold office until its successor is duly
elected and qualified. At each annual meeting of stockholders, Directors elected
to succeed those Directors whose terms then expire shall be elected for a term
of office to expire at the third succeeding annual meeting of stockholders after
their election, with each Director to hold office until his or her successor
shall have been 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.
 
         SECTION 7.02. Advance notice of stockholder nominations for the
election of Directors and of the proposal of business by stockholders shall be
given in the manner provided in the By-laws, as amended and in effect from time
to time.
 
         SECTION 7.03. Except as otherwise provided for or fixed by or pursuant
to the provisions of Article IV hereof relating to the rights of the holders of
any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect
 
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                                                                               5
 
Directors under specified circumstances, newly created directorships resulting
from any increase in the number of Directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled by the affirmative vote of a majority of the remaining
Directors then in office, even though less than a quorum of the Board of
Directors, and not by the stockholders. Following the original election of
Directors contemplated by the second sentence of Section 7.01, any Director
elected in accordance with the preceding sentence shall hold office until the
next succeeding annual meeting of shareholders following his election by the
Directors, and, if elected by the stockholders at such meeting, shall serve for
the remainder of the full term of the class of Directors in which the new
directorship was created or the vacancy occurred and until such Director's
successor shall have been duly elected and qualified. No decrease in the number
of Directors constituting the Board of Directors shall shorten the term of any
incumbent Director.
 
         SECTION 7.04. Subject to the rights of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation to
elect Directors under specified circumstances, any Director may be removed from
office only for cause by the affirmative vote of the holders of at least a
majority of the voting power of all Voting Stock then outstanding, voting
together as a single class.
 
         SECTION 7.05. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
66-2/3% of the voting power of all Voting Stock then outstanding, voting
together as a single class, shall be required to alter, amend or repeal any
provision of this Article VII, or to adopt any provision inconsistent with this
Article VII.
 
                                  ARTICLE VIII
 
                                     By-Laws
 
         SECTION 8.01. The By-laws may be altered, amended or repealed and new
By-laws may be adopted (a) at any annual or special meeting of stockholders, by
the affirmative vote of the holders of a majority of the voting power of the
Voting Stock then outstanding, voting together as a single class; provided,
however, that any proposed alteration, amendment or repeal of, or the adoption
of any By-law inconsistent with, Section 2.02 or 2.07 of the By-laws or this
sentence, by the stockholders shall require the affirmative vote of the holders
of at least 66-2/3% of the voting power of all Voting Stock then outstanding,
voting together as a single class; provided, further, however, that in the case
of any such stockholder action at a special meeting of stockholders, notice of
such proposed alteration, amendment, repeal or adoption must be contained in the
notice of such special meeting, or (b) by the affirmative vote of a majority of
the Whole Board. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
66-2/3% of the voting power of all Voting Stock then outstanding, voting
together as a single class, shall be required to alter, amend or repeal any
provision of this Article VIII, or to adopt any provision inconsistent with this
Article VIII.
 
<PAGE>
 
                                                                               6
 
                                   ARTICLE IX
 
                    Amendment of Certificate of Incorporation
 
         SECTION 9.01. The Corporation reserves the right at any time from time
to time to alter, amend or repeal any provision contained in this Certificate of
Incorporation, and any other provisions authorized by the laws of the State of
Delaware at the time in force may be adopted, in the manner now or hereafter
prescribed by law; and, except as set forth in Article X, all powers,
privileges, preferences and rights of whatsoever nature conferred upon
stockholders, Directors or any other persons whomsoever by and pursuant to this
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 66-2/3% of the voting power of all Voting Stock
then outstanding, voting together as a single class, shall be required to alter,
amend or repeal any provisions of Article V, VII, VIII, X or this sentence, or
to adopt any provision inconsistent with Article V, VII, VIII, X or this
sentence.
 
                                   ARTICLE X
 
                       Limited Liability; Indemnification
 
         SECTION 10.01. A Director shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except, if required by the DGCL, as amended from time to
time, for liability (a) for any breach of the Director's duty of loyalty to the
Corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the DGCL or (d) for any transaction from which the Director
derived an improper personal benefit. Neither the amendment nor repeal of this
Section 10.01 shall eliminate or reduce the effect of this Section 10.01 in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Section 10.01 would accrue or arise, prior to such amendment or repeal.
 
         SECTION 10.02. (a) Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "Proceeding"), by reason of the fact that such
person, or a person of whom such person is the legal representative, is or was a
Director or officer of the Corporation or, while a Director or officer of the
Corporation, is or was serving at the request of the Corporation as a Director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such Proceeding is alleged action in an
official capacity as a Director, officer, employee or agent or in any other
capacity while serving as a Director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be expanded by the
DGCL, against all expense, cost, liability and loss (including attorneys' fees,
judgments, fines, amounts paid or to be paid in settlement, court costs, witness
fees, excise taxes or penalties arising under the Employee Retirement Income
Security Act of 1974, as in effect from time to time, and any other expense,
cost, liability or loss of any nature or kind incurred in connection with any
Proceeding) reasonably incurred or suffered by
 
<PAGE>
 
                                                                               7
 
 
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a Director, officer, employee or agent and
shall inure to the benefit of such person's heirs, executors and administrators;
provided, however, that, except as provided in paragraph (b) hereof, the
Corporation shall indemnify any such person seeking indemnification in
connection with a Proceeding (or part thereof) initiated by such person only if
such Proceeding (or part thereof) was authorized by the Board of Directors. The
Corporation shall pay the expenses incurred in defending any such Proceeding in
advance of its final disposition; any advance payments shall be paid by the
Corporation within 20 calendar days after the receipt by the Corporation of a
statement or statements from the claimant requesting such advance or advances
from time to time; provided, however, that, if and to the extent the DGCL
requires, the payment of such expenses incurred by a Director or officer in such
person's capacity as a Director or officer (and not in any other capacity in
which service was or is rendered by such person while a Director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a Proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such Director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
Director or officer is not entitled to be indemnified under this Section 10.02
or otherwise. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification, and rights to have the
Corporation pay the expenses incurred in defending any Proceeding in advance of
its final disposition, to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article with respect to the
indemnification and advancement of expenses of Directors and officers of the
Corporation.
 
         (b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section 10.02 is not paid in full by the Corporation within 30 calendar
days after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall also be entitled to be paid the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any Proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the DGCL for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because the claimant has met the applicable standard of conduct set forth in the
DGCL, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
 
         (c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a Proceeding in advance of its final
disposition conferred in this Section 10.02 shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-law, agreement, vote of
stockholders or disinterested Directors or otherwise. No repeal or modification
of this Article
 
<PAGE>
 
                                                                               8
 
 
shall in any way diminish or adversely affect the rights of any Director,
officer, employee or agent of the Corporation hereunder in respect of any
occurrence or matter arising prior to any such repeal or modification.
 
         (d) Insurance. The Corporation may 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 against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the DGCL.
 
         (e) Severability. If any provision or provisions of this Article X
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality and enforceability of the remaining provisions of
this Article X (including, without limitation, each portion of any paragraph of
this Article X containing any such provision held to be invalid, illegal or
unenforceable, that is not itself held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (ii) to the fullest
extent possible, the provisions of this Article X (including, without
limitation, each such portion of any paragraph of this Article X containing any
such provision held to be invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.
 
         The name and the mailing address of the Sole Incorporator is as
follows:
 
     Name                       Mailing Address
     ----                       ---------------
     Samuel J. Wohlstadter      IGEN International, Inc.
                                16020 Industrial Drive
                                Gaithersburg, MD 20877
 
<PAGE>
 
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         IN WITNESS WHEREOF, this Certificate of Incorporation has been
subscribed this 22nd day of September, 2003, by the undersigned who affirms that
the statements made herein are true and correct.
 
 
 
                                       /s/ Samuel J. Wohlstadter
                                       _______________________________________
                                       Sole Incorporator