CERTIFICATE OF INCORPORATION
 
                                       OF
 
                         JAVELIN PHARMACEUTICALS, INC.
 
 
          THE UNDERSIGNED, for the purpose of forming a corporation pursuant to
the provisions of the General Corporation Law of the State of Delaware, does
hereby certify as follows:
 
          FIRST: Name. The name of the corporation is Javelin Pharmaceuticals,
Inc. (the "Corporation").
 
          SECOND: Registered Office:The address of the Corporation's registered
office in the State of Delaware is 2711 Centerville Road, Suite 400, City of
Wilmington, County of New Castle, Delaware 19808. The name of its registered
agent at such address is Corporation Service Company.
 
          THIRD: Purpose, Term of Existence: The nature of the business or
purposes to be conducted or promoted by the Corporation are to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "DGCL").
 
          FOURTH: Capital Stock:
 
               A. Authorized Shares. The total number of shares of capital stock
which the Corporation shall have authority to issue is One Hundred and Five
Million (105,000,000) shares of which (i) One Hundred Million (100,000,000)
shares shall be Common Stock, par value of $.001 per share (hereinafter, the
"Common Stock") and 5,000,000 shares shall be Preferred Stock, par value $.001
per share (hereinafter, the "Preferred Stock").
 
               B. Provisions relating to Preferred Stock. Shares of Preferred
Stock may be issued from time to time in series, and the Board of Directors of
the Corporation is hereby authorized, subject to the limitations provided by
law, to establish and designate one or more series of the Preferred Stock, to
fix the number of shares constituting each series, and to fix the designations,
powers, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, of each series
and the variations and the relative rights, preferences and limitations as
between series, and to increase and to decrease the number of shares
constituting each series. The authority of the Board of Directors of the
Corporation with respect to each series shall include, but shall not be limited
to, the authority to determine the following:
 
                    (i) The designation of such series.
 
 
<PAGE>
 
 
                    (ii) The number of shares initially constituting such
series.
 
                    (iii) The increase, and the decrease to a number not less
than the number of the outstanding shares of such series, of the number of
shares constituting such series theretofore fixed.
 
                    (iv) The rate or rates, and the conditions upon and the
times at which dividends on the shares of such series shall be paid, the
preference or relation which such dividends shall bear to the dividends payable
on any other class or classes or on any other series of stock of the
Corporation, and whether or not such dividends shall be cumulative, and, if such
dividends shall be cumulative, the date or dates from and after which they shall
accumulate.
 
                    (v) Whether or not the shares of such series shall be
redeemable, and, if such shares shall be redeemable, the terms and conditions of
such redemption, including, but not limited to, the date or dates upon or after
which such shares shall be redeemable and the amount per share which shall be
payable upon such redemption, which amount may vary under different conditions
and at different redemption dates.
 
                    (vi) The rights to which the holders of the shares of such
series shall be entitled upon the voluntary or involuntary liquidation,
dissolution or winding up of, or upon any distribution of the assets of, the
Corporation, which rights may be different in the case of a voluntary
liquidation, dissolution or winding up than in the case of such an involuntary
event.
 
                    (vii) Whether or not the shares of such series shall have
voting rights, in addition to the voting rights provided by law, and, if such
shares shall have such voting rights, the terms and conditions thereof,
including, but not limited to, the right of the holders of such shares to vote
as a separate class either alone or with the holders of shares of one or more
other series of Preferred Stock and the right to have more than one vote per
share.
 
                    (viii) Whether or not a sinking fund or a purchase fund
shall be provided for the redemption or purchase of the shares of such series,
and, if such a sinking fund or purchase fund shall be provided, the terms and
conditions thereof.
 
                    (ix) Whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of any other class or classes or
any other series of the same or any other class or classes of stock of the
corporation, and, if provision be made for conversion or exchange, the terms and
conditions of conversion or exchange, including, but not limited to, any
provision for the adjustment of the conversion or exchange rate or the
conversion or exchange price.
 
                    (x) Any other relative rights, preferences and limitations.
 
               C.  Provisions relating to Common Stock.
                   -----------------------------------
 
                    (i) Subject to the preferential dividend rights applicable
to shares of the Preferred Stock, as determined by the Board of Directors of the
Corporation pursuant to the provisions of part B of this Article FOURTH, the
holders of shares of the Common Stock shall be entitled to receive such
 
 
                                       2
<PAGE>
 
 
dividends as may be declared by the Board of Directors of the Corporation.
 
                    (ii) Subject to the preferential liquidation rights and
except as determined by the Board of Directors of the Corporation pursuant to
the provisions of part B of this Article FOURTH, in the event of any voluntary
or involuntary liquidation, dissolution or winding up of, or any distribution of
the assets of, the Corporation, the holders of shares of the Common Stock shall
be entitled to receive all of the assets of the Corporation available for
distribution to its stockholders ratably in proportion to the number of shares
of the Common Stock held by them.
 
                    (iii) Except as otherwise determined by the Board of
Directors of the Corporation pursuant to the provisions of part B of this
Article FOURTH, the holders of shares of the Common Stock shall be entitled to
vote on all matters at all meetings of the stockholders of the Corporation, and
shall be entitled to one vote for each share of the Common Stock entitled to
vote at such meeting, voting together with the holders of the Preferred Stock
who are entitled to vote, and not as a separate class.
 
          FIFTH:  Board of Directors:
                  ------------------
 
               A.  Number. The number of directors constituting the entire
Board shall be not less than (3) nor more than fifteen (15), as fixed from time
to time by vote of a majority of the entire Board of Directors, provided,
however, that the number of directors shall not be reduced so as to shorten the
term of any director at time in office, and provided further that the number of
directors constituting the entire Board shall be six (6) until otherwise fixed
by the Board of Directors in accordance with the By-laws of the Corporation.
 
               B.  Classified Board. The Board of Directors shall be divided
into three classes, designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire Board of Directors. Each director shall serve
for a term ending on the date of the third annual meeting of stockholders next
following the annual meeting at which such director was elected, provided that
directors initially designated as Class I directors shall serve for a term
ending on the date of the 2006 annual meeting, directors initially designated as
Class II directors shall serve for a term ending on the date of the 2007 annual
meeting, and directors initially designated as Class III directors shall serve
for a term ending on the date of the 2008 annual meeting. Each director shall
hold office until such director's successor shall have been duly elected and
qualified or until such director's earlier death, resignation or removal. In the
event of any change in the number of directors, the Board of Directors shall
apportion any newly created directorship among, or reduce the number of
directorships in, such class or classes as shall equalize, as nearly as
possible, the number of directors in each class, provided that no decrease in
the authorized number of directors shall shorten the term of any incumbent
director. Newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from the death, resignation or removal of a director shall, unless
otherwise required by law or by resolution of the Board of Directors, be filled
only by a majority vote of the directors then in office even though less than a
quorum, or by the sole remaining director, and not be stockholders, and
directors so chosen shall serve for a term expiring at the annual meeting of
 
 
                                       3
<PAGE>
 
 
stockholders at which the term of office of the class to which they have been
chosen expires or until such director's successor shall have been duly elected
and qualified. Notwithstanding the foregoing, and except as otherwise required
by law, whenever the holders of any one or more series of Preferred Stock shall
have the right, voting separately as a class, to elect one or more directors of
the Corporation, the terms of the director or directors elected by such holders
shall expire at the next succeeding annual meeting of stockholders.
 
          SIXTH: Limited Liability: No director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL;
or (iv) for any transaction from which the director derived an improper personal
benefit. If the DGCL or any other statute of the State of Delaware is hereafter
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
such statutes of the State of Delaware, as so amended. Any repeal of or an
amendment to this Article SIXTH shall be prospective only and shall not
adversely affect any limitation on the liability of a director of the
Corporation existing at the time of such repeal or amendment.
 
          SEVENTH: Compromise: Whenever a compromise or arrangement is proposed
between the Corporation and its creditors or any class of them and/or between
the Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of the Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for the Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of the Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.
 
          EIGHTH: Indemnification. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or complete action, suit or proceeding, whether civil, criminal,
administrative or investigative, or by or in the right of the Corporation to
procure judgment in its favor, by reason of the fact that he or she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, limited liability company,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
 
 
                                       4
<PAGE>
 
 
by him or her in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation, in accordance with and to
the full extent permitted by statute. Expenses (including attorneys' fees)
incurred in defending any civil, criminal administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under this Certificate of Incorporation, the
By-Laws or any agreement or vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
 
          NINTH: By-Laws: The Board of Directors shall have the power to make,
alter, amend or repeal the By-laws of the Corporation, except to the extent that
the By-laws otherwise provide.
 
          TENTH: Incorporator: The name and mailing address of the sole
Incorporator of the Corporation is Barbara Sheridan, c/o Thelen Reid & Priest
LLP, 875 Third Avenue, New York, NY 10022.
 
          IN WITNESS WHEREOF, the undersigned, being the sole Incorporator
hereinabove named, does hereby certify that the facts hereinabove stated are
truly set forth and, accordingly, hereby executes this Certificate of
Incorporation this 25th day of July, 2005.
 
 
                                             /s/ Barbara Sheridan
                                             --------------------
                                             Name:  Barbara Sheridan
                                             Title: Incorporator
 
 
                                       5