EX-3.1 2 gale-20161231xex31.htm EXHIBIT 3.1 Exhibit


Exhibit 3.1
Delaware
The First State

Page 1


I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF “GALENA BIOPHARMA, INC.” AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

RESTATED CERTIFICATE, FILED THE SIXTH DAY OF FEBRUARY, A.D.

2008, AT 4:40 O`CLOCK P.M.

CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SIXTH DAY OF JULY, A.D. 2011, AT 4:08 O`CLOCK P.M.
CERTIFICATE OF OWNERSHIP, CHANGING ITS NAME FROM "RXI PHARMACEUTICALS CORPORATION" TO "GALENA BIOPHARMA, INC.", FILED THE TWENTY-SIXTH DAY OF SEPTEMBER, A.D. 2011, AT 10:28 O`CLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE TWENTY-EIGHTH DAY OF JUNE, A.D. 2013, AT 4:56 O`CLOCK P.M.






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Delaware
The First State



Page 2


CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY- SECOND DAY OF JULY, A.D. 2013, AT 9:13 O`CLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE NINETEENTH DAY OF JUNE,

A.D. 2015, AT 2:23 O`CLOCK P.M.

CERTIFICATE OF AMENDMENT, FILED THE SEVENTEENTH DAY OF OCTOBER, A.D. 2016, AT 10 O`CLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE SECOND DAY OF NOVEMBER,

A.D. 2016, AT 10 O`CLOCK A.M.






















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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
RXI PHARMACEUTICALS CORPORATION
a Delaware Corporation

RXi Pharmaceuticals Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation "), does hereby submit this Amended and Restated Certificate of Incorporation, duly adopted pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, for the purpose of amending and restating the Certificate of Incorporation of the Corporation, as originally filed with the Secretary of State of the State of Delaware on April 3, 2006 and as subsequently amended on November 28, 2006, January 8, 2007 and June 19, 2007. The text of the Certificate of Incorporation is hereby restated and amended to read in its entirety as follows:

ARTICLE I

The name of this corporation is RXi Pharmaceuticals Corporation.

ARTICLE II

The nature of the business and the purposes to be conducted and promoted by the Corporation shall be to conduct any lawful business, to promote any lawful purpose, and 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").

ARTICLE III

A.Classes of Stock. This corporation is authorized to issue 55,000,000 shares. 50,000,000 shares shall be Common Stock with a par value of $0.0001 per share ("Common Stock") and 5,000,000 shares shall be Preferred Stock with a par value of $0.0001 per share ("Preferred Stock").

8. Rights, Preferences, Privileges and Restrictions of Preferred Stock. Preferred Stock may be issued from time to time in one or more series, each of such series to have such tem1s as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation (the "Board of Director s") as hereinafter provided. Any shares of Preferred Stock that may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law or this Certificate of Incorporation. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purposes of
voting by classes unless expressly provided in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided.

Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof,

including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law and this Certificate of Incorporation. Except as otherwise provided in this Certificate of Incorporation, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the





designation or issuance of any shares of any series of the Preferred Stock authorized by and complying with the conditions of this Certificate of lncorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.

A.Common Stock. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon issuance of any such Preferred Stock. The holders of the Common Stock shall have no preemptive rights to subscribe for any shares of any class of stock of the Corporation whether now or hereafter authorized.

1.
Dividend Rights. Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors and subject to any preferential dividend rights of any then outstanding Preferred Stock.

2.
Liquidation Rights. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to any preferential rights of any then outstanding Preferred Stock.

3.
Redemption. The Common Stock is not redeemable.

4.
Voting Rights. Each share of Common Stock shall be entitled to one vote. There shall be no cumulative voting.

5.
Number. The number of authorized shares of Common 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 stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.


ARTICLE IV

The corporation is to have perpetual existence.

ARTICLE V

Except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a
director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of
this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE VI

The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his 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 person.

ARTICLE VII

A.Indemnification. The Corporation shall, to the maximum extent permitted under the DGCL and except as set forth below, indemnify and upon request advance expenses to each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any employee benefit plan (all such per sons being referred to hereafter as an "lndemnitee"), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees), judgments , fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom , if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Notwithstanding anything to the contrary in this Article, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with any action, suit, proceeding, claim or counterclaim, or part thereof, initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors.

B.Determination of Entitlement to Indemnification . Any indemnification under Paragraph A of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because such person has either met the applicable standard of conduct set forth in this Article and that the amount requested has been actually and reasonably incurred. Such determination shall be made:

1.
by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or
2.
by a committee of such directors designated by a majority vote of such directors, even though less than a quorum; or

3.
ifthere are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or

4.
by the holders of the Common Stock.

A.Advance of Expenses. Notwithstanding any other provisions of this Certificate of Incorporation, the By-Laws of the Corporation, or any agreement, vote of stockholders or disinterested directors, or arrangement to the contrary, the Corporation may advance payment of expenses incurred by an Indemnitee in advance of the final disposition of any matter only to the extent such advance is not prohibited by applicable law, and then only upon receipt of an undertaking by or on behalf of the lndemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may be accepted without reference to the financial ability of the Indemnitee to make such repayment.

B.Subsequent Amendment. No amendment, termination or repeal of this Article or of the relevant provisions of the DGCL or any other applicable laws shall affect or diminish in any way the rights of any lndemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring
prior to the final adoption of such amendment, termination or repeal.

C.Other Rights. This corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other





persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

D.Merger or Consolidation. If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation.

E.Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses, including attorneys' fees, judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

F.Scope of Article. Indemnification and advancement of expenses, as authorized by the preceding provisions of this Article, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be an authorized representative and shall inure to the benefit of the heirs, executors and administrators of such a person.

I.    Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, trustee, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by the person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article.

ARTICLE VIII

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation , in the manner now or hereafter prescribed by statute and this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE IX

This Article is inserted for the management of the business and for the conduct of the affairs of the Corporation.

A.Number of Directors. The Board of Directors shall consist of one or more members, each of whom shall be a natural person. The exact number of directors within the limitations specified in the preceding sentence shall be fixed from time to time by, or in the manner provided in, the By-Laws of the Corporation.

B.Classes of Directors. The Board of Directors shall be and is divided into three classes: Class I, Class II and Class III. No one class shall have more than one director more than any other class. Ifa fraction is contained in the quotient arrived at by dividing the designated number of directors by three, then, if such fraction is one-third, the extra director shall be a member of Class III, and if such fraction is two-thirds, one of the extra directors shall be a member of Class III and one of the extra directors shall be a member of Class II, unless otherwise provided from time to time by resolution adopted by the Board of Directors.






C.Election of Directors. Elections of directors need not be by written ballot except as and to the extent provided in the By-Laws of the Corporation.

D.Terms of Office. Except as provided in Paragraph G of this Article, each director shall serve for a term ending on the date of the third annual meeting following the annual
meeting at which such director was elected; provided, however, that each initial director in Class I shal1 serve for a term ending on the date of the annual meeting in 2008; each initial director in Class II shall serve for a term ending on the date of the annual meeting in 2009; and each initial director in Class Ill shall serve for a term ending on the date of the annual meeting in 20 I O; and provided, further,
that the term of each director shall be subject to the election and qualification of his successor and to his earlier death, resignation or removal.

E.Allocation of Directors Among Classes in the Event of Increases or Decreases in the Number of Directors. In the event of any increase or decrease in the authorized number of directors, (i) each director then serving as such shall nevertheless continue as a director of the class of which he is a member and (ii) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the three classes of directors so as to ensure that no one class has more than one director more than any other class. To the extent possible, consistent with the foregoing rule, any newly created directorships shall be added to those classes whose terms of office are to expire at the latest dates following such allocation, and any newly eliminated directorships shall be subtracted from those classes whose terms of offices are to expire at the earliest dates following such allocation, unless otherwise provided from time to time by resolution adopted by the Board of Directors.

F.Removal. The directors of the Corporation may be removed only for cause by the affirmative vote of the holders of at least seventy five percent (75%) of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, cast at a meeting of the stockholders called for that purpose.

G.Vacancies. Any vacancy in the Board of Directors, however occurring, and any newly created directorship resulting from an enlargement of the Board, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of his successor and to his earlier death, resignation or removal.

H.Stockholder Nominations and Introduction of Business, Etc. Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before either an annual or special meeting of stockholders shall be given in the manner provided by the By-Laws of the Corporation.

I.Amendment to Article. Notwithstanding any other provisions of law, this Certificate of Incorporation or the By-Laws, each as amended, and notwithstanding the fact that a lesser percentage may be specified by Jaw, this Certificate of Incorporation or the By-Laws of the Corporation, the affirmative vote of at least seventy five percent (75%) of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or to adopt any provisions inconsistent with the purpose or intent of
this Article IX.

ARTICLE X

Except as otherwise provided in the By-Laws, the stockholders of the Corporation and the Board of Directors may hold their meetings and have an office or offices outside of the State of Delaware and, subject to the provisions of the laws of said State, may keep the books of the corporation outside of





said State at such places as may, from time to time, be designated by the Board of Directors or by the By-Laws of the Corporation.

ARTICLE XI

At any time during which a class of capital stock of the Corporation is registered under Section 12 of the Securities Exchange Act of 1934 or any similar successor statute, stockholders of the Corporation may not take any action by written consent in lieu of a meeting. Notwithstanding any other provisions of law, this Certificate of lncorporation or the By-Laws, each as amended, and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation, the affirmative vote of at least seventy five percent (75%) of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal or to adopt any provisions inconsistent with the purpose or intent of this Article XI.

ARTICLE XII

Special meetings of stockholders may be called at any time only by the Chairman of the Board of Directors, the Chief Executive Officer (or if there is no Chief Executive Officer, the President) or the Board of Directors . Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. Notwithstanding any other provisions of law, this Certificate of Incorporation or the By-Laws, each as amended, and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation, the affirmative vote of at least seventy five percent (75%) of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal or to adopt any provisions inconsistent with the purpose or intent of this Article XII.

ARTICLE XIII

The registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle. The name of its registered agent at such office is The Corporation Trust Company.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of lncorporation to be signed by its President and Chief Executive Officer on this 5th day of February, 2008.


RXI PHARMACEUTICALS CORPORATION

By: /s/ Tod Woolf Tod Woolf
President and Chief Executive Officer






State of Delaware Secretary of State Division of Corporations
Delivered 04:08 PM 07/26/2011 FILED 04:08 PM 07/26/2011
SRV 110859225 - 4136433 FILE

CERTIFICATE OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION OF RXi PHARMACEUTICALS CORPORATION

RXi Pharmaceutical s Corporation, a Delaware corporation (the "Company"), hereby certifies that:

1.The following resolution has been unanimously adopted by the Company's Board of Directors and has been approved by the holders of a majority of the Company's outstanding common stock in accordance with the Delaware General Corporation Law for the purpose of amending the Company 's Restated Certificate of lncorporation :

RESOLVED, that the Restated Certificate of lncorporation of the Company be amended by deleting in its entirety Article III, Section A, and by replacing it with the following:
"A.    Classes of Stock. This Corporation is authorized to issue 130,000,000 shares, of which 125,000,000 shares shall be Common Stock with a par value of $0.000 I per share ("Common Stock") and 5,000,000 shares will be Preferred Stock with a part value of $0.0001 per share ("Preferred Stock")."
2.The above amendment was duly adopted by the Company in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF , RXi Pharmaceuticals Corporation has caused this Certificate of Amendment to be signed by a duly authorized officer this 18th day of July 2011.


RXi Pharmaceuticals Corporation

By: /s/ Mark J. Ahn
Mark J. Ahn
President and Chief Executive Officer























State of Delaware Secretary of State Division of Corporations
Delivered 10:28 AM 09/26/2011 FILED 10:28 AM 09/26/2011
SRV 111039489 - 4136433 FILE
CERTIFICATE OF OWNERSHIP AND MERGER MERGING
GALENA BIOPHARMA, INC.
(a Delaware corporation)

WITH AND INTO
RXI PHARMACEUTICALS CORPORATION
(a Delaware corporation)

(Pursuant to Section 253 of the Delaware General Corporation Law)

RXi Pharmaceuticals Corporation, a Delaware corporation (the "Company"), does hereby certify to the following facts relating to the merger (the "Merger") of Galena Biopharma, Inc., a Delaware corporation (the "Subsidiary"), with and into the Company, with the Company remaining as the surviving corporation under the name of "Galena Biopharma, Inc."

1.The Subsidiary is a corporation incorporated on September 8, 2011 under the Delaware General Corporation Law (the "DGCL").

2.
The Company is a corporation incorporated on April 3, 2006 under the DGCL.

3.The Company is the owner of all of the outstanding shares of the capital stock of the Subsidiary.

4.The Board of Directors of the Company, by resolutions duly adopted at a meeting of the Board of Directors of the Company held on August 23, 2011, determined to merge into itself the Subsidiary, and to effect a change of the Company's name to "Galena Biopharma, Inc." in connection with such merger, pursuant to Section 253 of the DGCL. Such resolutions are as follows:

WHEREAS, in view of the Company's proposed transfer and contribution to a wholly­ owed subsidiary of the Company of certain RNAi assets and related obligations of RXi Pharmaceuticals Corporation (the "Company") (the "Spin-Off''), the Company has proposed to change its corporate name so as not to include the name "RXi" or "RNAi"; and

WHEREAS, after thorough consideration, the Board of Directors believes it is advisable and in the best interests of the Company and its stockholders to change the name of the Company to Galena Biopharma, Inc. from RXi Pharmaceuticals Corporation (the "Name Change"), and to effect such Name Change pursuant to the provisions of Section 253 of the Delaware General Corporation Law (the "DGCL"); and

WHEREAS, in order to effect the Name Change, the Company desires to form a new corporation named Galena Biopharma, Inc., a Delaware corporation (the "Subsidiary"), and to acquire shares of common stock, par value $0.0001 per share, of the Subsidiary (collectively, the "Incorporation"); and

WHEREAS, following the effectiveness of the Incorporation, the Company will own all of the outstanding shares of the capital stock of the Subsidiary; and

WHEREAS, in order to consummate the Name Change, the Board of Directors of the Company believes it is advisable and in the best interests of the Company and its stockholders that, following the effectiveness of the Incorporation, the Subsidiary





be merged with and into the Company (the "Merger") pursuant to Section 253 of the DGCL, so that the Company will be the surviving corporation following the Merger and that the Name Change be effected as part of the Merger as permitted under the DGCL;

NOW, THEREFORE, BE IT RESOLVED, that the Incorporation is hereby authorized and approved in all respects; and it is

RESOLVED FURTHER, that the officers of the Company be and each hereby is authorized, empowered and directed, by and on behalf of the Company and in its name, to prepare or cause to be prepared, and to execute and file with the Delaware Secretary of State a Certificate of Incorporation to form the Subsidiary, and to take all such other actions as they or any one of them shall deem necessary or appropriate to consummate the Incorporation; and it is

RESOLVED FURTHER, that the Merger and the Name Change are hereby authorized and approved; and it is

RESOLVED FURTHER, that following the Incorporation, the officers of the Company be and each hereby is authorized, empowered and directed, by and on behalf of the Company and in its name, to effect the Name Change by merging the Subsidiary with and into the Company pursuant to Section 253 of the DGCL, so that the Company will be the surviving corporation and possess all of the Subsidiary's property, rights, privileges and powers, and assume all of the Subsidiary's liabilities and obligations; and it is

RESOLVED FURTHER, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock, par value $0.0001 per share, of the Company (the "Common Stock") shall remain unchanged and continue to remain outstanding as one share of Common Stock, held by the person who was the holder of such share of Common Stock immediately prior to the Merger; and it is

RESOLVED FURTHER, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock, par value $0.0001 per share, of the Subsidiary shall be cancelled and no consideration shall be issued in respect thereof; and it is

RESOLVED FURTHER, that the directors and officers of the Company immediately prior to the Merger shall continue to remain the directors and officers of the Company until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be; and it is

RESOLVED FURTHER, that, pursuant to Section 253(b) of the DGCL, upon the effective date of the Merger, the corporate name of the Company shall be changed to Galena Biopharma, Inc. ; and it is

RESOLVED FURTHER, that the Certificate of Incorporation of the Company as in effect immediately prior to the effective time of the Merger shall be the certificate of



incorporation of the surviving corporation, except that Art icle 1 thereof shall be amended in its entirety to read as follows:

"ARTICLE I

The name of this corporation is Galena Biopharma, Inc."

RESOLVED FURTHER, that the Bylaws of the Company as in effect immediately prior to the effective time of the Merger shall be amended and restated to reflect the Name Change; and it is

RESOLVED FURTHER, that the officers of the Company be and each hereby is authorized, empowered and directed, in the name and on behalf of the Company, to prepare or cause to be prepared, and to execute and file with the Delaware Secretary of State a Certificate of Ownership and Merger that sets forth therein a copy of these resolutions and the date that such resolutions were adopted by the Board of Directors; and it is

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to (i) notify the Company's transfer agent and registrar for the Company 's common stock of the Name Change, (ii) obtain a new CUSIP number, (iii) prepare and file with the SEC a





current report on Form 8-K to disclose the transactions contemplated by the foregoing resolutions, and {iv) execute such documents, disburse such funds, engage such persons, and take all such other actions that such officer may deem necessary or advisable in connection with the Name Change and the Merger and to carry out the intent and purpose of the foregoing resolutions.

1.The Company shall be the surviving corporation of the Merger.

2.The Certificate of Incorporation of the Company as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that Article I thereof shall be amended in its entirety to read as follows:

"ARTICLE I

The name of this corporation is Galena Biopharma, Inc."

3.
The Merger shall be effective as of September _26, 2011.

IN WITNESS W HEREOF, RXi Pharmaceuticals Corporation has caused this Certificate of Ownership and Merger to be signed by its duly authorized officer, this ··26 day of September 201 1.

RXI PHARMACEUTICALS CORPORATION

By; /S/ Mark J. Ahn    
Name: Mark J. Ahn, Ph.D.
Title: President and Chief Executive Officer






State of Delaware Secretary of State Division Corporations
Delivered 04 :59 PM 06/28/2013
FILED 04 :56 PM 06/28/2013
SRV 130832067 - 4136433 FILE

CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
GALENA BIOPHARMA, INC.


that:
Galena Biopharma , Inc., a Delaware corporation (the "Corporation”), hereby certifies

1.The following resolution has been unanimously adopted by the Corporation's Board of Directors and has been approved by the holders of a majority of the Corporation's outstanding common stock in accordance with the Delaware General Corporation Law for the purpose of amending the Corporation's Amended and Restated Certificate of Incorporation:

RESOLVED. that ARTICLE III, Section A of the Amended and Restated
Certificate of Incorporation of the Corporation shall be amended to read in its entircty as follows:

"A.    Classes of Stock. This Corporation is authorized to issue 205,000,000 shares, of which 200,000,000 shares shall be Common Stock with a par value of $0.0001 per share (“Common Stock") and 5,000.000 shares shall be Preferred Stock with a par value of $0.0001 per share ("Preferred Stock).''

2.The above amendment was duly adopted by the Corporation in acccmi<rnce with the provisions of Section 242 of the Delaware General Corporation Law.

lN WlTNESS WHEREOF. Galena Biopharma, .I nc. has caused this Certificate of
Amendment to be signed by duly authorized officer this 28th day of June 20 13.


Galena Biopharma. Inc.

By; /S/ Mark J. Ahn    
Name: Mark J. Ahn, Ph.D.
Title: President and Chief Executive Officer






State of Delaware Secretary of State
Division of Corporations Delivered 11:17 AM 07/22/20 13
FILED 09: 13 AM 07/22/20 13
SRV 130900861 - 4136433 FILE








CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND OF REGISTERED AGENT
OF


GALENA BIOPHARMA, INC.


It is hereby certified that:

1.
The name of the corporation (hereinafter called the "corporation ") is:

GALENA BIOPHARMA, INC.


2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.


Signed:
Galena Biopharma, Inc.

By: /s/ Mark W. Schwartz
Name. Mark W. Schwartz, Ph.D.
Title: Executive Vice President & COO






State of Delaware Secretary of State Division of Corporations
Delivered 02:36 PM 06/19/2015 FILED 02:23 PM 06/19/2015
SRV 150947213 - 4136433 FILE




CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GALENA BIOPHARMA, INC.


that:
Galena Biopharma, Inc., a Delaware corporation (the "Corporation"), hereby certifies

1.    The following resolution has been unanimously adopted by the Corporation 's Board of Directors and has been approved by the holders of a majority of the Corporation's outstanding common stock in accordance with the Delaware General Corporation Law for the purpose of amending the Corporation's Amended and Restated Certificate of Incorporation:

RESOLVED, that ARTICLE III, Section A of the Amended and Restated Certificate of lncorporation of the Corporation shall be amended to read in its entirety as follows:

"A.    Classes of Stock. This Corporation is authorized to issue 280,000,000 shares, of which 275,000,000 shares shall be Common Stock with a par value of $0.0001 per share ("Common Stock") and 5,000,000 shares shall be Preferred Stock with a par value of $0.0001 per share ("Preferred Stock")."

2.    The above amendment was duly adopted by the Corporation in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

INWITNESS WHEREOF, Galena Biopharma, Inc. has caused this Certificate of Amendment to be signed by a duly authorized officer this I 91 day of June 2015.

Galena Biopharma, Inc.


By: /s/ Mark W. Schwartz
Name. Mark W. Schwartz, Ph.D.
President and Chief Executive Officer





















State of Delaware Secretary of State Division of Corporations
Delivered 10:00 AM 10/1712016 FILED 10:00 AM10/17n016
SR 20166250740 - File Number 4136433




STATE OF DELAWARE CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

Galena Biopharma, Inc., organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of Galena Biopharma, Inc. resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered " Section (A) of Article III " so that, as amended, said Article shall be and read as follows:
A. Classes of Stock. This Corporation is authorized to issue 355,000,000 shares, of which 350,000,000 shares shall be Common Stock with a par value of $0.0001 per share ("Common Stock") and 5,000,000 shares shall be Preferred Stock with a par value of
$0.0001 per share ("Preferred Stock").

SECOND: That thereafter, pursuant to resolution of its Board of Directors, at the annual meeting of the stockholders of said corporation duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this
14th day of September 2016.


By:/S/ Thomas J. Knapp        
Authorized Officer
Title: Corporate Secretary

Name: Thom as J. Knapp






State of Delaware Secretary of State Division of Corporations
Delivered 10:00 AM 11/02/2016 FILED 10:00 AM 11/02/2016
SR 20166468004 - File Number 4136433


STATE OF DELAWARE CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

Galena Biopharma, Inc., organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of Galena Biopharma, Inc., resolutions were duly adopted setting forth an amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be effective based on the vote of stockholder s at a special meeting of the stockholders of said corporation. The resolution setting forth the amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered " Section (A) of Article ITI " so that, as amended and restated, said Article shall be and read as follows:
"A. Classes of Stock. This Corporation is authorized to issue 355,000,000 shares, of which 350,000,000 shall be Common Stock with a par value of $0.0001 per share (the "Common Stock") and 5,000,000 shares shall be Preferred Stock with a par value of $0.0001 per share.
Reverse Stock Split. Effective at 12:0I a.m., Eastern Standard Time on November 11, 2016 (the "Effective Time"), each 20 shares of common stock issued and outstanding or held by the Corporation in treasury immediately prior to the Effective Time (the "Old Common Stock") shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined and changed into one fully paid and nonassessable share of new common stock (the "New Common Stock"). There shall be no fractional shares issued with respect to the New Common Stock. In lieu thereof, the aggregate of all fractional shares otherwise issuable to the holders of record of Old Common Stock shall be issued to Computershare (the "Transfer Agent"), as agent, for the accounts of all holders of record of Old Common Stock otherwise entitled to have a fraction of a share issued to them. The sale of all fractional interests will be effected by the Transfer Agent as soon as practicable after the Effective Time on the basis of prevai ling market prices of the New Common Stock at the time of sale. After such sale and upon the surrender of the stockholders' stock certificates, the Transfer Agent will pay to such holders of record their pro rata share of the net proceeds derived from the sale of the fractional interests. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of whole shares of New Common Stock into which such Old Common Stock shall have been reclassified, combined and changed pursuant to this Certificate of Amendment, subject to the elimination of fractional share interests as described above."





SECOND: That pursuant to resolution of its Board of Directors, at the special meeting of the stockholders of said corporation duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation





Law of the State of Delaware.



IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 1st day of November 2016.


By: /S/ Thomas J. Knapp
Authorized Officer
Title: Corporate Secretary Name: Thomas J. Knapp