THIRD RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              T CELL SCIENCES, INC.

 

     T CELL SCIENCES, INC., a corporation organized and existing under the laws

of the State of Delaware (the "Corporation"), hereby certifies as follows:

 

     1. The name of the Corporation is T Cell Sciences, Inc. The original

Certificate of Incorporation was filed with the Secretary of State on December

9, 1983. The Corporation filed a Restated Certificate of Incorporation with the

Secretary of State on May 21, 1986 and a Second Restated Certificate of

Incorporation with the Secretary of State on November 7, 1989 (the "Second

Restated Certificate of Incorporation").

 

     2. This Third Restated Certificate of Incorporation only restates and

integrates and does not further amend the provisions of the Second Restated

Certificate of Incorporation as amended or supplemented heretofore, and there is

no discrepancy between those provisions and the provisions of this Third

Restated Certificate of Incorporation.

 

     3. The text of the Second Restated Certificate of Incorporation as amended

or supplemented heretofore is hereby restated and shall read as herein set forth

in full:

 

         "FIRST: The name of the corporation is:

                       T Cell Sciences, Inc.

 

         SECOND: The registered office of the Corporation is to be located at 32

Loockerman Square in the City of Dover, in the County of Kent, in the State of

Delaware. The name of its registered agent at that address is the United States

Corporation Company.

 

                  THIRD: The purposes for which the Corporation is formed are to

engage in research and development relating to immunology and to be engaged in

the production, manufacture and marketing of pharmaceuticals and medical

procedures related thereto, and to engage in any lawful activity for which a

corporation may be organized under the General Corporation Law of Delaware.

 

         FOURTH: The aggregate number of shares which the Corporation shall have

authority to issue is twenty-nine million, one hundred and sixty-three thousand,

one hundred and two (29,163,102) shares which may be issued in three classes as

follows: (a) twenty-five million (25,000,000) shares of Common Stock, par value

One Tenth of One Cent (($.001) per share ("Common Stock"), (b) one million, one

hundred sixty-three thousand, one hundred and two (1,163,102) shares of Class B

Preferred Stock, (heretofore issued and designated as Series B), par value Two

Dollars ($2.00) per share ("Voting Class B Preferred Stock"); and (c) three

million (3,000,000) shares of Class C Preferred Stock, par value one cent ($.01)

per share ("Class C Preferred Stock").

 

     No holder of shares of the Corporation of any class whether now or

hereafter authorized shall have any preemptive right to subscribe for, purchase

or receive any shares of the Corporation of any class, whether now or hereafter

authorized, or any options or warrants to purchase any such shares, or any

securities convertible into or exchanged for any such shares, which may at any

time be issued, sold, or offered for sale by the Corporation.

 

     No holders of shares of the Corporation of any class whether now or

hereafter authorized shall have the right to vote such shares cumulatively in

any election for the Board of Directors.

 

I.       Voting Class B Preferred Stock shall have the following rights,

         preferences, privileges and qualifications, limitations or

         restrictions.

 

         1.  Voting.

 

             (a) The holders of shares of Voting Class B Preferred Stock shall

be entitled to one vote per share.

 

             (b) The Corporation shall not, without the written consent or

affirmative vote of the holders of at least two-thirds of the then outstanding

shares of Voting Class B Preferred Stock given in writing or by vote at a

meeting, consenting or voting (as the case may be) as a single class,

reorganize, reclassify its capital stock, merge with or into or consolidate with

any other corporation, or sell, lease, license, or otherwise dispose of all or

substantially all of its properties or assets or issue (in a single transaction

or series of related transactions) shares of Common Stock which represent more

than 50% of the outstanding shares of Common Stock of the Corporation

immediately after such issuance (assuming conversion of all shares of Voting

Class B Preferred Stock).

 

     2. Dividends. The holders of shares of Voting Class B Preferred Stock shall

not be entitled to dividends except as and when declared by the Board of

Directors and at such rates as shall be established by the Board of Directors.

Dividends on the Voting Class B Preferred Stock shall be payable pari passu as

to other classes or series of preferred stock of the Corporation (for the

purposes of this Section I, hereinafter referred to as "Other Preferred Stock"),

except as such Other Preferred Stock may be expressly stated to have a preferred

or subordinated position as to dividends, and in preference to and priority to

any payment of any dividends on the Common Stock.

 

     3. Conversion. Each shares of the Voting Class B Preferred Stock may, at

the option of the holder thereof, be converted into fully paid and

non-assessable shares of the Corporation's Common Stock at the initial rate

(such initial rate, and such initial rate as adjusted from time to time as

hereinafter provided, being referred to as the "Class B Conversion Ratio") of

one share of Common Stock for each share of Voting Class B Preferred Stock. The

initial conversion price for the Common Stock obtainable upon conversion of a

share of Voting Class B Preferred Stock shall be $2.10 (as adjusted from time to

time as hereinafter provided, the "Class B Conversion Price"). The conversion of

the shares of Voting Class B Preferred Stock shall be subject to the following

terms and conditions:

 

        (a) Any holder of shares of voting Class B Preferred Stock desiring to

convert such shares shall deliver the certificate representing the shares to be

converted to the Secretary of the Corporation (at the office of the Corporation,

at such location as the Corporation shall from time to time designate) together

with a written notice (the "Class B Conversion Notice") that such holder desires

to convert such shares, or any portion thereof, into Common Stock. Such

conversion shall be deemed to have been effected on the date by which both the

notice shall have been received by the Corporation and shares of Voting Class B

Preferred Stock shall have been surrendered hereinabove provided (the "Class B

Conversion Date").

 

        (b) As soon as practicable after the conversion of any Voting Class B

Preferred Stock, the Corporation shall (i) cause to be issued certificates

representing the number shares of Common Stock issuable upon such conversion,

(ii) pay to the holder of record of any shares of Voting Class B Preferred Stock

so converted any declared but unpaid dividends thereon through the Class B

Conversion Date, and (iii) return any unconverted shares.

 

        (c) In order to protect the holders of Voting Class B Preferred Stock

against dilution of their respective interests in the Corporation, the Class B

Conversion Ratio shall be adjusted such that the number of shares obtainable

upon conversion shall be that number of shares of Common Stock as is obtained by

dividing $2.10 by the adjusted per share Class B Conversion Price, rounded to

the nearest 1/1000th of a share of Common Stock, if any of the following

subparagraphs are applicable:

 

              (i) If the Corporation shall, at any time after the original

issuance of Voting Class B Preferred Stock issue or sell any shares of Common

Stock (including shares held in the Corporation's treasury) or securities

convertible into or exchanged for shares of Common Stock, other than pursuant to

options, warrants and rights outstanding prior to or at the same time as the

original issuance of Voting Class B Preferred Stock or the exercise of options

taken into account under clause (c) of this subparagraph (i) or under

subparagraph (ii) hereof, without consideration or for a consideration per share

less than the Class B Conversion Price in effect immediately prior to the

issuance or sale of such shares, except for issuance of additional shares of

Common Stock as the dividend or other distribution on the Common Stock pursuant

to clauses (D) and (E) of this subparagraph (i), (each such issuance or sale of

Common Stock being referred to herein as "Class B Dilutive Issuance"), the and

thereafter successively upon each Class B Dilutive Issuance, the Class B

Conversion Price in effect immediately prior to each Class B Dilutive Issuance

shall forthwith be reduced as follows:

 

     (I) if either (x) the Corporation shall have secured financing prior to, or

in connection with, such Class B Dilutive Issuance, resulting in proceeds to the

Corporation within any three-month period of an amount in excess of $2,600,000,

in exchange for the issuance within such three-month period of Common Stock of

the Corporation for a consideration per share in excess of $2.10 (a "Class B

Qualified Financing"), or (y) the Corporation effects an underwritten public

offering of its securities or (z) such Class B Dilutive Issuance is at a price

equal to or in excess of $2.00 per share, then the Class B Conversion Price

shall be reduced to a price (rounded to the nearest one-tenth of one cent)

determined by dividing:

 

         (1) an amount equal to the sum of (x) the total number of shares of

Common Stock outstanding immediately prior to such Class B Dilutive Issuance

multiplied by the Class B Conversion Price in effect immediately prior to such

Class B Dilutive Issuance, and (y) the aggregate consideration, if any, received

by the Corporation upon such Class B Dilutive Issuance, by (2) the total number

of shares of Common Stock outstanding immediately after such Class B Dilutive

Issuance.

 

     (II) if the Corporation shall not have secured a Class B Qualified

Financing and if such Class B Dilutive Issuance is at a price lower than $2.00

per share, then the Class B Conversion Price shall be reduced to a price

(rounded to the nearest one-tenth of one percent) equal to the per share

consideration received by the Company in such Class B Dilutive Issuance.

 

     The Class B Conversion Price, as it may be adjusted downward hereunder from

time to time, shall in no event be increased, except as provided in Subsection

3(c)(i)(C) or 3(f). For purposes of this subparagraph (i), the following

provisions shall be applicable:

 

         (A) In the case of the issuance or sale of shares of Common Stock for a

consideration part or all of which shall be cash, the amount of the cash

consideration therefor shall be deeded to be the amount of cash received by the

Corporation for such shares (or, if shares of Common Stock are offered by the

Corporation for subscription, the subscription price, or, if shares of Common

Stock shall be sold to underwriters or dealers, the public offering price)

before deduction therefrom any compensation paid or discount allowed in the

sale, underwriting or purchase thereof by underwriters or dealers or others

performing similar services or any expenses incurred in connection therewith.

 

         (B) In the case of the issuance or sale (otherwise than as a dividend

or other distribution on any stock of the Corporation or on conversion or

exchange of other securities of the Corporation) of shares of Common Stock for a

consideration part or all of which shall be other than cash, the amount of the

consideration therefor other than cash shall be conclusively deemed to be the

value of such consideration, as determined by the Board of Directors, at tor

about the date of the adoption of the resolution authorizing such issuance,

irrespective of accounting treatment. In case any shares of Common Stock shall

be issued together with other stock or securities or other assets of the

Corporation for a consideration which includes both, the Board of Directors of

the Corporation shall conclusively determine what part of the consideration so

received is to be deemed to be consideration for the issue of such shares of

Common Stock.

 

         (C) Subject to subparagraph (ii) of this paragraph (c), if the

Corporation shall, at any time after the date of the issuance of the Voting

Class B Preferred Stock issue options, warrants or rights to subscribe for

shares of Common Stock (including shares held in the Corporation's treasury), or

issue any securities (other then the Voting Class B Preferred Stock) convertible

into or exchangeable for shares of Common Stock, without consideration or for a

consideration per share of Common Stock less than the Class B Conversion Price

in effect immediately prior to the issuance of such options or warrants or

rights or convertible or exchangeable securities, the Class B Conversion Price

in effect immediately prior to the issuance of such options or warrants or

rights to securities thereupon shall be reduced to a price determined in

accordance with the provisions of subparagraph (i) of this paragraph (c);

provided, however, that:

 

         (1) the aggregate maximum number of shares of Common Stock deliverable

under such options, warrants or rights shall be considered to have been

delivered at the time such options, warrants or rights were issued, and for a

consideration equal to the minimum purchase price per share of Common Stock

provided for in such options or rights, plus the consideration received on the

sale of Common Stock, if any, received by the Corporation for such options,

warrants or rights;

 

         (2) the aggregate maximum number of shares of Common Stock deliverable

upon conversion of or exchange for any such securities shall be considered to

have been delivered at the time of issuance of such securities, and for a

consideration equal to the consideration (determined in the same manner as

consideration received on the issue or sale of Common Stock) received by the

Corporation upon the exchange or conversion thereof; and

 

         (3) on the expiration of such options, warrants or rights, or the

termination of such right to convert or exchange, the Class B Conversion Price

shall forthwith be readjusted to such Class B Conversion Price as would have

been obtained had the adjustments made upon the issuance of such options,

warrants, rights or convertible or exchangeable securities been made upon the

basis of the delivery of only the number of shares of Common Stock actually

delivered upon the exercise of such options, warrants or rights or upon

conversion or exchange of such securities.

 

         (D) In the case of the issuance of additional shares of Common Stock as

a dividend or other distribution on the Common Stock, the Class B Conversion

Price in effect immediately prior to such issuance shall be decreased in inverse

proportion to the percentage increase in the number of shares outstanding by

virtue of such issuance, and the aggregate number of shares of Common Stock

issued in payment of such dividend or distribution shall be deemed to have been

issued without consideration. Shares of Common Stock issued as a dividend or

distribution on any stock of the Corporation shall be deemed to have been issued

and to be outstanding at the close of business on the record date fixed for the

determination of stockholders entitled to such dividend or distribution. In the

event of a declaration of a dividend or other distribution on any stock of the

Corporation by the Corporation without the fixing of a record date for the

determination of stockholders entitled thereto, the first business day during

which the stock transfer books of the Corporation shall be closed for the

purpose of such determination shall be deemed to be the record date fixed for

the determination of stockholders entitled to such dividend or distribution.

 

         (E) the exchange of any obligations or any stock of the Corporation

after the issuance of the voting Class B Preferred Stock pursuant to any

recapitalization of the Corporation, into securities, including Common Stock,

shall be deemed to involve the issuance of Common Stock or securities

convertible into Common Stock, immediately prior to the close of business on the

date fixed for the determination of persons entitled to receive such Common

Stock, for consideration equal to the total of (i) the amount of consideration

received by the Corporation upon the original issue of such obligations or stock

and (ii) the consideration, if any, other than the obligations or stock,

received by the Corporation upon such exchange. If obligations or stock of the

same class or series of a class as the obligations or stock so exchanged have

been originally issued for different amounts of consideration, then the amount

of consideration received by the Corporation upon the original issue of the

obligations or stock exchanged shall be deemed to be the average amount of the

consideration received by the Corporation upon the original issue of all such

obligations or stock. The amount of the consideration received by the

Corporation upon such exchange shall be determined in the same manner provided

by clauses (A) and (B) of this subparagraph (i); provided, however, that if such

obligations or stock shall have been issued as a dividend on the Common Stock,

the Class B Conversion Price in effect immediately prior to such issuance shall

be decreased in inverse proportion to the percentage increase in the number of

shares outstanding by virtue of such issuance, and such obligation shall be

deemed to have been issued without consideration.

 

         (F) Shares of Common Stock issued otherwise than as a dividend or other

distribution on the Common Stock of the Corporation, or otherwise than pursuant

to the exchange of any securities of the Corporation, shall be deemed to have been

issued and to be outstanding at the close of business on the date of issue.

 

         (G) The number of shares of Common Stock at any time outstanding shall

include any shares reacquired and then owned or held by or for the account of

the Corporation and shall include the aggregate number of shares deliverable in

respect to the options, warrants, rights and convertible and exchangeable

securities (other than Voting Class B Preferred Stock), referred to in clause

(C) of this subparagraph (i), at all times while such options, warrants, rights

or securities are exchangeable, convertible or exercisable and remain

outstanding and unexercised, unconverted or unexchanged, as the case may be.

 

         (H) Upon the consummation of a firmly underwritten pubic offering

pursuant to an effective registration statement under the Securities Act of

1933, as amended, covering the offer and sale by the Corporation of Common Stock

to the public, all shares of Voting Class B Preferred Stock then outstanding

shall be converted into such number of fully paid and nonassessable shares of

Common Stock as is determined by Section I.3 hereof.

 

              (ii) Anything in subparagraph (i) of this paragraph (c) to the

contrary notwithstanding, the Corporation may issue (A) shares of Common Stock

pursuant to any employee Incentive Stock Option Plan or similar stock option

plan of the Corporation, and (B) shares, or options for shares, of Common Stock

to employees and/or consultants of the Corporation, all such shares or options

to be issued at such price or prices as the Corporation shall have determined or

shall thereafter determine, and no adjustment in the Class B Conversion Price

shall be made in respect to such shares (as adjusted for stock splits, stock

dividends, etc.) In respect of the sale of such shares or the granting of

options therefore;

provided, however, that the option exercise price is not less than the fair

market value of the Common Stock on the date of the option grant.

 

              (iii) If the Corporation shall lat any time subdivide or combine

the outstanding shares of Common Stock, the Class B conversion Price shall be

proportionately decreased in the case of such subdivision or increased in the

case of such combination (on the date that such subdivision or combination shall

be come effective).

 

              (iv) The Corporation may retain an Independent Account to make any

computation required under this paragraph (c), and an Accountant's Certificate

shall be presumptive evidence of the correctness of any computation made under

this paragraph (c).

 

              (v) Whenever the Class B Conversion Price is adjusted as herein

provided, the Corporation shall forthwith send by firs class United States mail

to each holder of Voting Class B Preferred Stock at his address appearing on the

record of holders of Voting Class B Preferred Stock (i) an Officer's Certificate

showing in detail the facts requiring such adjustment, (ii) an Accountant's

Certificate, if an Independent Accountant has been retained, and (iii) a notice

stating that such adjustment has been effected and the adjusted Class B

Conversion Ratio.

 

              (vi) The Corporation shall give notice by first class United

States mail to each holder of voting Class B Preferred Stock on the record of

holders of Voting Class B Preferred Stock at least 30 days in advance of the

occurrence of any Class B Qualified Financing which will result in an adjustment

to the Class B Conversion Price pursuant to subparagraph (i) of this Paragraph

(c), stating the current Class B Conversion Price and estimating the Class B

Conversion Price as it would be adjusted by such occurrence.

 

         (d) The Corporation shall not be required to issue fractional shares of

Common Stock upon conversion of Voting Class B Preferred Stock. If more than one

share of Voting Class B Preferred Stock shall be surrendered for conversion at

one time by the same holder, the number of full shares which shall be issuable

upon conversion thereof shall be computed on the basis of the aggregate par

value of all shares (or specified portions thereof) so surrendered. If any

fraction of a share of Common Stock would, except for the provisions of this

paragraph (d), be issuable on the conversion of any shares of Voting Class B

Preferred Stock, the Corporation shall pay a cash adjustment in respect to such

fraction, equal to the current value of such fraction (i) computed, if the

Common Stock shall be listed, or admitted to unlisted trading privileges, on the

American Stock Exchange or the New York Stock Exchange, on the basis of the last

reported sale price of the Common Stock on the relevant exchange on the last

business day prior to the date of conversion upon which such a sale shall have

been effected, or (ii) computed, if the common Stock shall not be so listed, or

admitted to unlisted trading privileges, on the basis of the average of the high

and low bid and asked prices for the Common stock on the over-the-counter market

in New York, New York, on the last business day prior to the date of conversion

as reported by the National Association of Securities Dealers, Inc., or a

successor thereto. If the Common Stock is not so listed, admitted to unlisted

trading privileges or quoted, the current value of such fraction shall be

conclusively determined by the Board of Directors.

 

         (e) No adjustment shall be made for dividends on Voting Class B

Preferred Stock surrendered for conversion, unless dividends have been declared

but not paid on the data of such conversion, in which case the holder of such shares to be converted

shall be entitled to payment of such dividends in accordance with Section I.2

hereof.

 

         (f) In case of any reclassification, change, subdivision or combination

of outstanding shares of the class of Common Stock issuable upon conversion of

the voting Class B Preferred Stock, or in case of any consolidation of the

Corporation with, or merger of the Corporation into, another corporation (other

than a merger with a subsidiary in which the Corporation is the continuing

corporation and which does not result in any reclassification or change of

outstanding shares of Common Stock issuable upon conversion of the voting Class

B Preferred Stock), or in case of any sale or conveyance to another corporation

of the property of the Corporation as an entirety or substantially as an

entirety, each share of Voting Class B Preferred Stock shall thereafter be

convertible into the kind and amount of shares of stock and other securities and

property receivable upon such reclassification, change, consolidation, merger,

sale or conveyance by a holder of the number of shares of Common Stock into

which such shares of Voting Class B Preferred Stock could have been converted

immediately prior to such reclassification, change, consolidation, merger, sale

or conveyance. In any case, appropriate adjustment (as conclusively determined

by the Board of Directors) shall be made in the application of the provisions

herein set forth with respect to the rights and interests thereafter of the

holders of Voting Class B Preferred Stock. The above provisions of this

paragraph shall similarly apply to successive reclassifications and changes of

shares of Common Stock and to successive consolidations, mergers, sales and

conveyances.

 

         (g) As long as any of the Voting Class B Preferred Stock remains

outstanding, the Corporation shall take all steps necessary to reserve and keep

available a

number of its authorized but unissued Common Stock sufficient for issuance upon

conversion of all such outstanding shares of Voting Class B Preferred Stock.

 

         (h) In case of the voluntary dissolution, liquidation, or winding up of

the Corporation, all conversion rights of the holders of shares of the Voting

Class B Preferred Stock shall terminate on a date fixed by the Board of

Directors, but not more than 30 days prior to the record date for determining

the holders of shares of the Common Stock entitled to receive any distribution

upon such dissolution, liquidation, or winding up. The Corporation shall cause

notice of the proposed action, and of the date of termination of conversion

rights, to be mailed to the holders of record of Voting Class B Preferred Stock

not later than 30 days prior to the date of such termination , and shall

promptly give similar notice to each transfer agent for such voting Class B

Preferred Stock and for the Common Stock. Such notice shall also state the Class

B Conversion Ratio then in effect.

 

         (i) All shares of Voting Class B Preferred Stock so converted shall be

retired and shall assume the status of authorized and unissued shares of Voting

Class B Preferred Stock.

 

         (j) Upon the consummation of a firmly underwritten public offering

pursuant to an effective registration statement under the Securities Act of

1933, as amended, covering the offer and sale by the Corporation of Common Stock

to the public, at a price not less than $5.00 per share (as appropriately

adjusted for stock splits, stock dividends, combinations or similar

recapitalization affecting the Common Stock) and which results in aggregate net

cash proceeds to the Corporation of not less than $5,000,000 (the "Initial

Public Offering"), all shares of Voting Class B Preferred Stock then outstanding

shall, be converted

into such number of fully paid and nonassessable shares of Common Stock as is

determined by this Subsection 3.

 

     4. Redemption

 

        (a) On each of November 30, 1992, 1993, 1994 and 1995 (each such date

shall be referred to as a "Class B Redemption Date"), and so long as any shares

of Voting Class B Preferred Stock shall be outstanding, the Corporation shall

(unless otherwise prevented by law) redeem, at any amount per share equal to

$2.10, that number of shares of Voting Class B Preferred Stock equal to 25% of

all shares of Voting Class B Preferred Stock outstanding on the first such Class

B Redemption Date, provided, however, that on November 30, 1995 the Corporation

shall redeem all shares of Voting Class B Preferred Stock then outstanding. The

redemption shall be pro rata based upon the number of outstanding shares of

Voting Class B Preferred Stock then owned by each holder thereof. For purposes

of the purchase or redemption of shares of Voting Class B Preferred Stock under

this Subsection 4, the Corporation shall use cash out of any monies legally

available therefor, after full payment or provision for payments of all

dividends theretofore payable and unpaid on the shares of Voting Class B

Preferred Stock.

 

        (b) Notice of the redemption pursuant to this Subsection 4 shall be sent

by first-class certified mail, return receipt requested, postage prepaid, to the

holders of record of the shares of Voting Class B Preferred Stock so to be

redeemed at their respective addresses as the same shall appear on the books of

the Corporation. Such notice shall be mailed not less than 30 nor more than 60

days in advance of the Class B Redemption Date. At any time on or after the

Class B Redemption Date, the holders of record of shares of Voting Class B

Preferred

Stock to be redeemed on such Class B Redemption Date shall be entitled to

receive payment for their shares upon actual delivery to the Corporation or its

agent of the certificates representing the shares to be redeemed. All shares of

Voting Class B Preferred Stock redeemed by the Company pursuant to this

Subsection 4 shall be retired by the Company and not reissued.

 

     5. Liquidation. Upon liquidation, dissolution or winding up of the

Corporation, whether voluntary or involuntary, each holder of shares of Voting

Class B Preferred Stock shall be entitled to receive from the assets of the

Corporation an amount equal to the sum of (x) $2.10 per share of Voting Class B

Preferred Stock registered in his name on the stock transfer books of the

Corporation plus (y) an amount equal to the cumulative unpaid dividends to the

date of such payment with respect to such shares of Voting Class B Preferred

Stock, before any payments shall be made or any assets distributed to holders of

shares of Common Stock. If, upon any such liquidation, dissolution or winding up

of the Corporation, the assets of the Corporation are insufficient to pay the

holders of shares of the Voting Class B Preferred Stock all amounts payable

pursuant to the immediately preceding sentence, then all assets of the

Corporation shall be distributed in proportion to the respective par values of

the Voting Class B Preferred Stock and the Other Preferred Stock. Upon any such

liquidation, dissolution or winding up, and after all amounts due to holders of

shares of Voting Class B Preferred Stock or Other Preferred Stock and Other

Preferred Stock are either paid or reserved for payment, the holders of shares

of any other series or class of stock of the Corporation shall be entitled to

receive any remaining assets of the Corporation in accordance with the

Certificate of Incorporation and By-Laws of the Corporation.

 

II.  Class C Preferred Stock shall have the following rights, preferences,

     privileges and qualifications, limitations or restrictions.

 

     1. Subject to the provisions of this Paragraph Fourth, the Class C

Preferred Stock may be issued from time to time in one or more series, each of

such series to have such voting powers, designations, preferences and relative,

participating, optional or other special rights and qualifications, limitations

or restrictions thereof as are stated and expressed herein, or in a resolution

or resolutions providing for the issue of such series adopted by the Board of

Directors as hereinafter provided.

 

     2. Authority is hereby granted to the Board of Directors, subject to the

provisions of this Article Fourth, to create one or more series of Class C

Preferred Stock and, with respect to each such series, to fix by resolution or

resolutions providing for the issue of such series.

 

        (a) the number of shares to constitute such series and the distinctive

designation thereof;

 

        (b) the dividend rate on the shares of such series, any dividend

preference, the dividend payment dates, the periods in respect of which

dividends are payable ("dividend period"), whether such dividends shall be

cumulative and, if cumulative, the date or dates from which dividends shall

accumulate;

 

        (c) whether the shares of such series shall be redeemable and, if

redeemable, on what terms, including the redemption price or prices which the

shares of such series shall be entitled to receive upon the redemption thereof;

 

        (d) whether the shares of such series shall be subject to the operation

of retirement or sinking funds to be applied to the purchase or redemption of

such shares for retirement and, if such retirement or sinking fund or funds be

established, the amount thereof and the terms and provisions relative to the

operation thereof;

 

        (e) whether the shares of such series shall be convertible into, or

exchangeable for, shares of any other class or classes or any series of the same

or any other class or classes of stock of the Corporation and the conversion

price or prices or rate or rates, or the rate or rates at which such exchange

may be made with such adjustments, if any, as shall be stated and expressed or

provided in such resolution or resolutions;

 

        (f) the preferences, if any, and the amounts thereof, which the shares

of such series shall be entitled to receive upon the voluntary or involuntary

dissolution, liquidation or winding up of the Corporation;

 

        (g) the voting power, if any, of the shares of such series; and

 

        (h) such other terms, conditions, special rights and provisions as may

be deemed advisable by the Board of Directors. Notwithstanding the fixing of the

number of shares constituting a particular series upon the issuance thereof, the

Board of Directors at any time thereafter may authorize the issuance of

additional shares of the same series.

 

        FIFTH: The Corporation shall indemnify in the manner and to the extent

permitted by law, any person or that person's Testator or intestate successor

made or threatened to be made a party to any action or proceeding, whether

domestic or foreign, civil or criminal, judicial or administrative, or federal

or state, by reason of the fact that the person

was a director or officer of the Corporation or served any other corporation in

any capacity at the request of the Corporation, in the manner and to the extent

permitted by law.

 

        SIXTH: 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, except for liability (i) for any breach of the directors'

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 or law, (iii) under Section 174 of the Delaware General Corporation

Law or (iv) for any transaction from which the director derived an improper

personal benefit.

 

        SEVENTH: The Board of Directors of the Corporation shall have the power

to adopt, amend or repeal the By-Laws of the Corporation."

 

        3. This Third Restated Certificate of Incorporation was duly adopted in

accordance with the provisions of Section 245 of the General Corporation Law of

the State of Delaware.

 

        IN WITNESS WHEREOF, said T Cell Sciences, Inc. has caused this

Certificate to be signed by James D. Grant, its Chairman of the Board and Chief

Executive Officer, and attested to by Stephen H. Lewis, its Secretary, this 6th

day of November, 1990.

 

                                                /s/ James D. Grant

                                                --------------------------------

                                                James D. Grant,

                                                Chairman of the Board and

                                                Chief Executive Officer

 

 

                         SECOND CERTIFICATE OF AMENDMENT
                                       OF
                                 THIRD RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              T CELL SCIENCES, INC.
               (herein amended to AVANT Immunotherapeutics, Inc.)
 
 
         T CELL SCIENCES, INC., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies that the
Third Restated Certificate of Incorporation of the Corporation is hereby amended
as follows:
 
 
         1. The first paragraph of Article FIRST is hereby amended to read in
its entirety as follows:
 
         "FIRST: The name of the Corporation is: AVANT Immunotherapeutics, Inc."
 
 
         2. The first paragraph of Article FOURTH is hereby amended to read in
its entirety as follows:
 
         "FOURTH: The total number of shares of capital stock which the
         Corporation shall have the authority to issue is 78,000,000 shares, of
         which (i) 75,000,000 shares shall be Common Stock, par value $.001 per
         share (the "Common Stock") and (ii) 3,000,000 shares shall be Preferred
         Stock, par value $.01 per share, all of which shall be designated Class
         C Preferred Stock ("Class C Stock") of which 350,000 shall be
         designated Series C-1 Junior Participating Cumulative Preferred Stock
         (the "Series C-1 Preferred Stock")."
 
 
         3. The foregoing amendments were duly adopted in accordance with the
requirements of Sections 242 and 228 of the Delaware General Corporation Law,
with written notice having been given to stockholders who did not consent
thereto in writing. 
 
         IN WITNESS WHEREOF, the Corporation has caused this Second Certificate
of Amendment of the Third Restated Certificate of Incorporation to be signed by
Una S. Ryan its President and Chief Executive Officer and attested by Norman W.
Gorin its Chief Financial Officer this ___ day of ________________, 1998.
 
                                                    T CELL SCIENCES, INC.
 
 
 
                                                    By: _______________________
                                                        Name: Una S. Ryan
                                                        Its: President and CEO