SECOND AMENDED AND RESTATED
 
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                         OMRIX BIOPHARMACEUTICALS, INC.
 
   (Pursuant to Sections 242 and 245 of the Delaware General Corporation Law)
 
Omrix Biopharmaceuticals, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the "GCL"),
does hereby certify as follows:
 
         (1) The name of the Corporation is Omrix Bipharmaceuticals, Inc. The
Corporation was originally incorporated pursuant to the GCL on December 28, 1998
under the name "Omrix Biopharmaceuticals, Inc." The original certificate of
incorporation of the Corporation was amended by a Certificate of Amendment filed
with the Secretary of State of the State of Delaware on August 17, 1999, further
amended by a Certificate of Amendment filed with the Secretary of State of the
State of Delaware on March 22, 2001, further amended by a Certificate of
Amendment filed with the Secretary of State of the State of Delaware on July 25,
2001, further amended by a Certificate of Amendment filed with the Secretary of
State of the State of Delaware on September 20, 2002, further amended by a
Certificate of Amendment filed with the Secretary of State of the State of
Delaware on August 5, 2004 and further amended and restated by an Amended and
Restated Certificate of Incorporation filed with the Secretary of State of the
State of Delaware on January 13, 2005.
 
         (2) This Restated Certificate of Incorporation was duly adopted by the
Board of Directors of the Corporation (the "Board of Directors") and by the
stockholders of the Corporation in accordance with Sections 242 and 245 of the
GCL.
 
         (3) This Restated Certificate of Incorporation restates and integrates
and further amends the certificate of incorporation of the Corporation, as
heretofore amended or supplemented.
 
         (4) The text of the Certificate of Incorporation is restated in its
entirety as follows:
 
                  FIRST: The name of the Corporation is Omrix
Biopharmaceuticals, Inc. (hereinafter the "Corporation").
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                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at that
address is The Corporation Trust Company.
 
                  THIRD: 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 as set forth in Title 8 of the
Delaware Code (the "GCL").
 
                  FOURTH:
 
                  (a) Authorized Capital Stock. The total number of shares of
stock which the Corporation shall have authority to issue is 50,909,091 of which
the Corporation shall have authority to issue 43,636,364 shares of common stock,
each having a par value of $0.01 (the "Common Stock"), and 7,272,727 shares of
Preferred Stock, each having a par value of $0.01 (the "Preferred Stock").
 
                  (b) Common Stock. The powers, preferences and rights, and the
qualifications, limitations and restrictions, of the Common Stock are as
follows:
 
                           (1) Ranking. Except as otherwise expressly provided
in this Restated Certificate of Incorporation, the powers, preferences and
rights of the holders of Common Stock, and the qualifications, limitations and
restrictions thereof, shall be in all respects identical.
 
                           (2) Voting. Except as otherwise expressly required by
law or provided in this Restated Certificate of Incorporation, and subject to
any voting rights provided to holders of Preferred Stock at any time
outstanding, the holders of any outstanding shares of Common Stock shall vote
together as a single class on all matters with respect to which stockholders are
entitled to vote under applicable law, this Restated Certificate of
Incorporation or the By-Laws of the Corporation, or upon which a vote of
stockholders is otherwise duly called for by the Corporation. At each annual or
special meeting of stockholders, each holder of record of shares of Common Stock
on the relevant record date shall be entitled to cast one vote in person or by
proxy for each share of the Common Stock standing in such holder's name on the
stock transfer records of the Corporation.
 
                           (3) No Cumulative Voting. Holders of shares of Common
Stock shall not have cumulative voting rights.
 
 
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                           (4) Dividends; Stock Splits. Subject to the rights of
the holders of Preferred Stock, and subject to any other provisions of this
Restated Certificate of Incorporation, as it may be amended from time to time,
holders of shares of Common Stock shall be entitled to receive such dividends
and other distributions in cash, stock or property of the Corporation when, as
and if declared thereon by the Board of Directors from time to time out of
assets or funds of the Corporation legally available therefor.
 
                           (5) Liquidation, Dissolution, etc. In the event of
any liquidation, dissolution or winding up (either voluntary or involuntary) of
the Corporation, the holders of shares of Common Stock shall be entitled to
receive the assets and funds of the Corporation available for distribution after
payments to creditors and to the holders of any Preferred Stock of the
Corporation that may at the time be outstanding, in proportion to the number of
shares held by them.
 
                           (6) No Preemptive or Subscription Rights. No holder
of shares of Common Stock shall be entitled to preemptive or subscription
rights.
 
                  (c) Preferred Stock. The Board of Directors is expressly
authorized to provide for the issuance of all or any shares of the Preferred
Stock in one or more classes or series, and to fix for each such class or series
such voting powers, full or limited, or no voting powers, and such distinctive
designations, preferences and relative, participating, optional or other special
rights and such qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such class or series and as may be
permitted by the GCL, including, without limitation, the authority to provide
that any such class or series may be (i) subject to redemption at such time or
times and at such price or prices; (ii) entitled to receive dividends (which may
be cumulative or non-cumulative) at such rates, on such conditions, and at such
times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or any other series; (iii) entitled to
such rights upon the dissolution of, or upon any distribution of the assets of,
the Corporation; or (iv) convertible into, or exchangeable for, shares of any
other class or classes of stock, or of any other series of the same or any other
class or classes of stock, of the Corporation at such price or prices or at such
rates of exchange and with such adjustments; all as may be stated in such
resolution or resolutions.
 
                  (d) Power to Sell and Purchase Shares. Subject to the
requirements of applicable law, the Corporation shall have the power to issue
and sell all or any part of any shares of any class of stock herein or hereafter
authorized to such persons, and for such consideration, as the Board of
Directors shall from time to time, in its discretion, determine, whether or not
greater consideration could be received upon the issue or
 
 
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sale of the same number of shares of another class, and as otherwise permitted
by law. Subject to the requirements of applicable law, the Corporation shall
have the power to purchase any shares of any class of stock herein or hereafter
authorized from such persons, and for such consideration, as the Board of
Directors shall from time to time, in its discretion, determine, whether or not
less consideration could be paid upon the purchase of the same number of shares
of another class, and as otherwise permitted by law.
 
                  FIFTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:
 
                  (1) The business and affairs of the Corporation shall be
         managed by or under the direction of the Board of Directors.
 
                  (2) The directors shall have concurrent power with the
         stockholders to make, alter, amend, change, add to or repeal the
         By-Laws of the Corporation.
 
                  (3) The Board of Directors shall consist of not less than one
         or more than 8 members, the exact number of which shall be fixed from
         time to time by resolution adopted by the affirmative vote of a
         majority of the entire Board of Directors.
 
                  (4) A director shall hold office until the annual meeting for
         the year in which his or her term expires and until his or her
         successor shall be elected and shall qualify, subject, however, to
         prior death, resignation, retirement, disqualification or removal from
         office.
 
                  (5) Subject to the terms of any one or more classes or series
         of Preferred Stock, any vacancy on the Board of Directors that results
         from an increase in the number of directors may be filled by a majority
         of the Board of Directors then in office, provided that a quorum is
         present, and any other vacancy occurring on the Board of Directors may
         be filled by a majority of the Board of Directors then in office, even
         if less than a quorum, or by a sole remaining director. Any director of
         any class elected to fill a vacancy resulting from an increase in the
         number of directors of such class shall hold office for a term that
         shall coincide with the remaining term of that class. Any director
         elected to fill a vacancy not resulting from an increase in the number
         of directors shall have the same remaining term as that of his
         predecessor.
 
 
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         Subject to the rights, if any, of the holders of shares of Preferred
         Stock then outstanding, any or all of the directors of the Corporation
         may be removed from office at any time, but only for cause and only by
         the affirmative vote of the holders of at least eighty percent (80%) of
         the voting power of the Corporation's then outstanding capital stock
         entitled to vote generally in the election of directors.
         Notwithstanding the foregoing, whenever the holders of any one or more
         classes or series of Preferred Stock issued by the Corporation shall
         have the right, voting separately by class or series, to elect
         directors at an annual or special meeting of stockholders, the
         election, term of office, filling of vacancies and other features of
         such directorships shall be governed by the terms of this Restated
         Certificate of Incorporation applicable thereto, and such directors so
         elected shall not be divided into classes pursuant to this Article
         FIFTH unless expressly provided by such terms.
 
                  (6) In addition to the powers and authority hereinbefore or by
         statute expressly conferred upon them, the directors are hereby
         empowered to exercise all such powers and do all such acts and things
         as may be exercised or done by the Corporation, subject, nevertheless,
         to the provisions of the GCL, this Restated Certificate of
         Incorporation, and any By-Laws adopted by the stockholders; provided,
         however, that no By-Laws hereafter adopted by the stockholders shall
         invalidate any prior act of the directors which would have been valid
         if such By-Laws had not been adopted.
 
                  SIXTH: No director shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent such exemption from liability
or limitation thereof is not permitted under the GCL as the same exists or may
hereafter be amended. If the GCL is amended hereafter to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
authorized by the GCL, as so amended. Any repeal or modification of this Article
SIXTH shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification with respect to
acts or omissions occurring prior to such repeal or modification.
 
                  SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and personal and legal
representatives; provided, however, that, except for
 
 
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proceedings to enforce rights to indemnification, the Corporation shall not be
obligated to indemnify any director or officer (or his or her heirs, executors
or personal or legal representatives) in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors. The right to
indemnification conferred by this Article SEVENTH shall include the right to be
paid by the Corporation the expenses incurred in defending or otherwise
participating in any proceeding in advance of its final disposition.
 
                  The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article SEVENTH to directors and officers of the
Corporation.
 
                  The rights to indemnification and to the advance of expenses
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under this Restated Certificate
of Incorporation, the By-Laws of the Corporation, any statute, agreement, vote
of stockholders or disinterested directors or otherwise.
 
                  Any repeal or modification of this Article SEVENTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.
 
                  EIGHTH: 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 stockholders of the Corporation, and the ability of the
stockholders to consent in writing to the taking of any action is hereby
specifically denied.
 
                  NINTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.
 
                  TENTH: In furtherance and not in limitation of the powers
conferred upon it by the laws of the State of Delaware, the Board of Directors
shall have the power to adopt, amend, alter or repeal the Corporation's By-Laws.
The affirmative vote of at least a majority of the entire Board of Directors
shall be required to adopt, amend, alter or repeal the Corporation's By-Laws.
The Corporation's By-Laws also
 
 
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may be adopted, amended, altered or repealed by the affirmative vote of the
holders of at least eighty percent (80%) of the voting power of the shares
entitled to vote at an election of directors.
 
                  ELEVENTH: 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 in this Restated
Certificate of Incorporation, the Corporation's By-Laws or the GCL, and all
rights herein conferred upon stockholders are granted subject to such
reservation; provided, however, that, notwithstanding any other provision of
this Restated Certificate of Incorporation (and in addition to any other vote
that may be required by law), the affirmative vote of the holders of at least
eighty percent (80%) of the voting power of the shares entitled to vote at an
election of directors shall be required to amend, alter, change or repeal, or to
adopt any provision as part of this Restated Certificate of Incorporation
inconsistent with the purpose and intent of Articles FIFTH, EIGHTH and TENTH of
this Restated Certificate of Incorporation or this Article ELEVENTH.
 
 
                  IN WITNESS WHEREOF, this Restated Certificate of Incorporation
has been signed by Michael Burshtine, its authorized officer, this 6th day of
April, 2006.
 
 
 
                                            Omrix Biopharmaceuticals, Inc.
 
 
                                            By:  /s/ Michael Burshtine
                                                ------------------------------
                                                Name:  Michael Burshtine
                                                Title: Chief Financial Officer