Amendments to Restated Articles of Organization

KIND OF STOCK

NO PAR VALUE

NUMBER OF SHARES

WITH PAR VALUE

NUMBER OF SHARES

PAR VALUE

EX-3.11 2 dex311.htm AMENDMENTS TO RESTATED ARTICLES OF ORGANIZATION Amendments to Restated Articles of Organization

Exhibit 3.11

FEDERAL IDENTIFICATION

No. 04-2297484

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156B, Section 72)

We, Steven M. Rauscher, President

and Patrick O’Brien, Clerk

of Genome Therapeutics Corp.

(Exact name of corporation)

located at 100 Beaver Street, Waltham, MA 02453

(Street address of corporation in Massachusetts)

certify that these Articles of Amendment affecting articles numbered:

(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)

of the Articles of Organization were duly adopted at a meeting held on April 13 , 2004, by vote of:

56,231,749 shares of Common Stock of 73,925,570 shares outstanding,

(type, class & series, if any)

shares of of shares outstanding,

(type, class & series, if any)

shares of of shares outstanding,

(type, class & series, if any)

being at least a majority of each type, class or series outstanding and entitled to vote thereon:

To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:


WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:

Preferred		Preferred:

Change the total authorized to:


WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:

Preferred		Preferred:

ARTICLE I has been amended in its entirety to read as follows:

“ARTICLE I

The exact name of the corporation is: Oscient Pharmaceuticals Corporation”

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

Later effective date: .

SIGNED UNDER THE PENALTIES OF PERJURY, this 13th day of April, 2004.

/s/ Stephen M. Rauscher, President

/s/ Patrick O’Brien, Clerk

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

I hereby approve the within Articles of Amendment and, the filing fee in the amount of $100 having been paid, said articles are deemed to have been filed with me this 13 day of April 2004.

Effective date:

/s/ William Francis Galvin

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

TO BE FILLED IN BY CORPORATION

Contact information:

Nicholas T. Antoun, c/o Ropes & Gray

One International Place

Boston, MA 02110

Telephone: (617) 951-7000

Email: nantoun@ropesgray.com

A copy of this filing will be available on-line at www.state.ma.us/sec/cor once the document is filed.

FEDERAL IDENTIFICATION

No. 04-2297484

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156B, Section 72)

We, Steven M. Rauscher, President

and Stephen Cohen, Assistant Clerk,

of Genome Therapeutics Corp.

(Exact name of corporation)

located at 100 Beaver Street, Waltham, MA 02453

(Street address of corporation in Massachusetts)

certify that these Articles of Amendment affecting articles numbered:

(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)

of the Articles of Organization were duly adopted at a meeting held on February 2, 2004, by vote of:

28,157,783 shares of Common Stock of 31,477,889 shares outstanding,

(type, class & series, if any)

shares of of shares outstanding,

(type, class & series, if any)

shares of of shares outstanding,

(type, class & series, if any)

being at least a majority of each type, class or series outstanding and entitled to vote thereon:

To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:


WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:	50,000,000*	$0.10

Preferred		Preferred:

Change the total authorized to:


WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:	175,000,000*	$0.10

Preferred		Preferred:

*	Includes 625,000 shares of Series B restricted stock, par value $0.10 per share

Later effective date: .

SIGNED UNDER THE PENALTIES OF PERJURY, this 2nd day of February, 2004.

/s/ Stephen M. Rauscher, President

/s/ Stephen Cohen, Assistant Clerk

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

I hereby approve the within Articles of Amendment and, the filing fee in the amount of $125,000 having been paid, said articles are deemed to have been filed with me this 3rd day of February 2004.

Effective date:

/s/ William Francis Galvin

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

TO BE FILLED IN BY CORPORATION

Contact information:

Stephen Cohen, Genome Therapeutics Corp.

100 Beaver Street

Waltham, MA 02453

Telephone: 781-398-2311

Email: scohen@genomecorp.com

A copy of this filing will be available on-line at www.state.ma.us/sec/cor once the document is filed.

FEDERAL IDENTIFICATION

No. 04-2297484

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156B, Section 72)

We, Steven Cohen, Vice President

and David C. Chapin, Clerk

of Genome Therapeutics Corp.

(Exact name of corporation)

located at 100 Beaver Street, Waltham, MA 02453

(Street address of corporation in Massachusetts)

certify that these Articles of Amendment affecting articles numbered:

(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)

of the Articles of Organization were duly adopted at a meeting held on February 27, 2001, by vote of:

18,171,161 shares of Common Stock of 22,288,658 shares outstanding,

(type, class & series, if any)

shares of of shares outstanding,

(type, class & series, if any)

shares of of shares outstanding,

(type, class & series, if any)

being at least a majority of each type, class or series outstanding and entitled to vote thereon:

To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:


WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:	35,000,000	$.10

Preferred		Preferred:

Change the total authorized to:


WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:	50,000,000	$.10

Preferred		Preferred:

Later effective date: .

SIGNED UNDER THE PENALTIES OF PERJURY, this 14th day of March, 2001.

/s/ Stephen Cohen, Vice President

/s/ David C. Chapin, Clerk

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

I hereby approve the within Articles of Amendment and, the filing fee in the amount of $15,000.00 having been paid, said articles are deemed to have been filed with me this 15th day of March 2001.

Effective date:

/s/ William Francis Galvin

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

TO BE FILLED IN BY CORPORATION

Contact information:

Nicholas T. Antoun, c/o Ropes & Gray

One International Place

Boston, MA 02110

Telephone: (617) 951-7000

FEDERAL IDENTIFICATION

No. 04-2297484

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL J. CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF AMENDMENT

(General Laws Chapter 156B, Section 72)

We, Robert J. Hennessey, President

and David C. Chapin, Clerk

of Collaborative Research, Inc.

(Exact name of corporation)

located at 100 Beaver Street, Waltham, MA 02453

(Massachusetts Address of Corporation)

certify that these Articles of Amendment affecting articles numbered:

(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)

of the Articles of Organization were duly adopted at a meeting held on August 31, 1994, by vote of:

7,342,933 shares of Common Stock of 11,771,446 shares outstanding,

(type, class & series, if any)

shares of of shares outstanding,

(type, class & series, if any)

shares of of shares outstanding,

(type, class & series, if any)

being at least a majority of each type, class or series outstanding and entitled to vote thereon:

To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:


WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:

Preferred		Preferred:

Change the total authorized to:


WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:

Preferred		Preferred:

That Article 1 of the Articles of Organization be amended by deletion thereof in its entirety and by insertion in place thereof of the following:

“GENOME THERAPEUTICS CORP.”

The foregoing amendment will become effective when these articles of amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

Later effective date: September 6, 1994.

SIGNED UNDER THE PENALTIES OF PERJURY, this 31st day of August, 1994.

/s/ Robert J. Hennessey, President

/s/ David C. Chapin, Clerk

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

I hereby approve the within Articles of Amendment and, the filing fee in the amount of $100 having been paid, said articles are deemed to have been filed with me this 1st day of September 1994.

/s/ Michael J. Connolly

MICHAEL J. CONNOLLY

Secretary of State

TO BE FILLED IN BY CORPORATION

PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT


TO:		David C. Chapin
		Ropes & Gray
		One International Place, Boston, MA 02110-2624
		Telephone: (617) 951-7371

FEDERAL IDENTIFICATION

No. 04-2297484

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL J. CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF AMENDMENT

(General Laws Chapter 156B, Section 72)

We, Robert J. Hennessey, President

and David C. Chapin, Clerk

of Collaborative Research, Inc.

(Exact name of corporation)

located at 100 Beaver Street, Waltham, MA 02453

(Massachusetts Address of Corporation)

certify that these Articles of Amendment affecting articles numbered:

(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)

of the Articles of Organization were duly adopted at a meeting held on January 24, 1994, by vote of:

8,4243,455 shares of Common Stock of 10,693,166 shares outstanding,

(type, class & series, if any)

shares of of shares outstanding,

(type, class & series, if any)

shares of of shares outstanding,

(type, class & series, if any)

being at least a majority of each type, class or series outstanding and entitled to vote thereon:

To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:


WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:	*17,500,000	$.10

Preferred		Preferred:

*	625,000 shs. Series B Restricted Common

16,875,000 shs, Common Stock

Change the total authorized to:


WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:	*35,000,000	$.10

Preferred		Preferred:

*	625,000 shs. Series B Restricted Common Stock

34,375,000 shs. Common Stock

Later effective date: .

SIGNED UNDER THE PENALTIES OF PERJURY, this 24th day of January, 1994.

/s/ Robert J. Hennessey, President

/s/ David C. Chapin, Clerk

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

I hereby approve the within Articles of Amendment and, the filing fee in the amount of $17,500 having been paid, said articles are deemed to have been filed with me this 1st day of February 1994.

/s/ Michael J. Connolly

MICHAEL J. CONNOLLY

Secretary of State

TO BE FILLED IN BY CORPORATION

PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT


TO:		David C. Chapin
		Ropes & Gray
		One International Place, Boston, MA 02110-2624
		Telephone: (617) 951-7371

FEDERAL IDENTIFICATION

No. 04-2297484

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL J. CONNOLLY, Secretary

One Ashburton Place, Boston, Massachusetts 02108

ARTICLES OF AMENDMENT

(General Laws Chapter 156B, Section 72)

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.

We, Thomas O. Osterling, President

and Truman S. Casner, Clerk

of Collaborative Research, Inc.

(Name of corporation)

located at Two Oak Park, Bedford, Massachusetts 01730

do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on December 9, 1987, by vote of:

9,337,253 shares of Common out of 10,652,328 shares outstanding, and

(Class of Stock)

shares of out of shares outstanding, and

(Class of Stock)

shares of out of shares outstanding, and

(Class of Stock)

being at least two-thirds of each class outstanding and entitled to vote thereon:

To add a new Article 6(k) as follows:

(SEE CONTINUATION SHEET 2A)

To change the number of shares and the par value, if any, of each class of stock within the corporation fill in the following:

The total presently authorized is:


KIND OF STOCK	NO PAR VALUE NUMBER OF SHARES	WITH PAR VALUE NUMBER OF SHARES	PAR VALUE
COMMON


PREFERRED

Change the total to:

“(k). A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that this Article 6(k) shall not eliminate the liability of a director to the extent that such liability is provided by applicable law (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 61 or 62 (or successor provisions) of the Business Corporation Law of The Commonwealth of Massachusetts, or (iv) for any transaction from which the director derived an improper personal benefit. The foregoing provisions of this Article 6(k) shall not eliminate the liability of a director for any act or omission occurring prior to the date on which this Article 6(k) becomes effective. No amendment to or repeal of this Article 6(k) shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.”

CONTINUATION SHEET 2A

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 9th day of December, 1987.

/s/ Thomas O. Oesterling, President

/s/ Truman S. Casner, Clerk

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

I hereby approve the within Articles of Amendment and, the filing fee in the amount of $75.00 having been paid, said articles are deemed to have been filed with me this 11th day of December 1987.

/s/ Michael J. Connolly

MICHAEL J. CONNOLLY

Secretary of State

TO BE FILLED IN BY CORPORATION

PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT


TO:		David C. Chapin
		Ropes & Gray
		225 Franklin Street Boston, MA 02110
		Telephone: (617) 423-6100

FEDERAL IDENTIFICATION

No. 04-2297484

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL JOSEPH CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF AMENDMENT

General Laws Chapter 156B, Section 72

We, James A. Wimbush, President

and Truman S. Casner, Clerk

of Collaborative Research, Inc.

(Name of corporation)

located at 128 Spring Street, Lexington, MA 02173

do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on January 17, 1984, by vote of:

7,980,801 shares of Common out of 8,071,064 shares outstanding,

(Class of Stock)

shares of out of shares outstanding, and

(Class of Stock)

shares of out of shares outstanding, and

(Class of Stock)

being at least a majority of each class outstanding and entitled to vote thereon, two-thirds of each class outstanding and entitled to vote thereon and of each class or series of stock whose rights are adversely affected thereby:

To change the number of shares and the par value, if any, of each class of stock within the corporation fill in the following:

The total presently authorized is:


KIND OF STOCK	NO PAR VALUE NUMBER OF SHARES	WITH PAR VALUE NUMBER OF SHARES	PAR VALUE
COMMON		12,500,000	.10


PREFERRED

Change the total to:


KIND OF STOCK	NO PAR VALUE NUMBER OF SHARES	WITH PAR VALUE NUMBER OF SHARES	PAR VALUE
COMMON		*17,500,000	.10


PREFERRED

*	625,000 shs. Series B Restricted Common Stock

16,875,000 shs. Common Stock.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 17th day of January, 1984.

/s/ James A. Wimbush, President

/s/ Truman S. Casner, Clerk

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

I hereby approve the within Articles of Amendment and, the filing fee in the amount of $2,500.00 having been paid, said articles are deemed to have been filed with me this 19th day of January 1984.

/s/ Michael J. Connolly

MICHAEL J. CONNOLLY

Secretary of State

TO BE FILLED IN BY CORPORATION

PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT


TO:		Truman S. Casner
		c/o Ropes & Gray
		225 Franklin Street Boston, MA 02110
		Telephone: (617) 423-6100

FEDERAL IDENTIFICATION

No. 04-2297484

The Commonwealth of Massachusetts

MICHAEL JOSEPH CONNOLLY

Secretary of State

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF AMENDMENT

General Laws Chapter 156B, Section 72

We, James A. Wimbush, President

and Truman S. Casner, Clerk

of Collaborative Research, Inc.

(Name of corporation)

located at 128 Spring Street, Lexington, MA 02173

do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on January 21, 1983, by vote of:

7,284,935 shares of Common out of 8,217,048 shares outstanding,

(Class of Stock)

shares of out of shares outstanding, and

(Class of Stock)

shares of out of shares outstanding, and

(Class of Stock)

being at least two-thirds of each class outstanding and entitled to vote thereon:

SEE CONTINUATION SHEETS 2A – 2B

FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:


The total amount of capital stock already authorized is	{	shares preferred	}	with par value
		shares common	}	with par value

		shares preferred	}	without par value
		shares common	}	without par value

The amount of additional capital stock authorized is	{	shares preferred	}	with par value
		share common	}	with par value

		shares preferred	}	without par value
		shares common	}	without par value

PROVISIONS RELATING TO CAPITAL STOCK

A. Subject to subsequent reconstitution and conversion as provided below, 625,000 shares of the authorized common stock, $.10 par value (the “Common Stock”) of the Company are designated “Series B Restricted Stock.” The rights, privileges, preferences and restrictions of the Common Stock and the Series B Restricted Stock shall be identical in all respects except as follows:

(1) Voting Rights. On all matters submitted to a vote of the Company’s stockholders, each share of Common Stock shall entitle the holder thereof to one (1) vote, and, except as otherwise required by law, each share of Series B Restricted Stock shall entitle the holder thereof to no vote.

(2) Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of Common Stock shall be entitled to receive, prior to and in preference to any distribution of the Company’s assets to the holders of the Series B Restricted Stock by reason of their ownership thereof, the greater of (a) five dollars ($5.00) for each share of Common Stock then held by them, or (b) an amount for each share of Common Stock then held by them equal to ten (10) times the amount which, after such distribution, would remain available for distribution to holders of the Series B Restricted Stock for each share of Series B Restricted Stock then held by them. If, upon the occurrence of such event, the assets available for distribution among the holders of Common Stock are insufficient to permit the payment to the holders of the Common Stock of the foregoing preferential amount, then the entire amount of assets available for distribution to the holders of Common Stock shall be distributed among the holders of Common Stock in proportion to the number of shares of Common Stock then held by each of them.

(3) Dividends. No dividends may be declared or paid with respect to any shares of Series B Restricted Stock.

B. Upon the occurrence of any of the following events, each share of Series B Restricted Stock (whether issue or unissued), shall automatically be converted into or reconstituted as one (1) share of Common Stock:

CONTINUATION SHEET 2A

(1) the effectiveness prior to September 1, 1986 of (a) any merger or consolidation of the Company with another corporation in which the Company is not the surviving corporation, (b) the acquisition (by merger or otherwise) by another corporation in exchange in whole or in part for its equity securities (or the equity securities of an entity which is in control of the acquiring corporation) of shares of capital stock of the Company if, immediately after such acquisition, the acquiring corporation owns, directly or indirectly, stock possessing 50 percent or more of the total combined voting power of all classes of stock of the Company, or (c) any sale of all or substantially all of the assets of the Company; or

(2) the last day of any fiscal year ending prior to September 1, 1986 in which the Company realizes revenues, excluding interest income, of at least thirteen million dollars ($13,000,000).

C. Each conversion of shares hereunder shall be effected by the surrender at the office of the Company or any transfer agent for such shares of the certificate therefore, in such form and accompanied by such documents, if any, as the Company may require. The Company shall, as soon as practicable thereafter, issue and deliver at such office a certificate or certificates representing the number and class or series of shares into which such shares are convertible hereunder. Such conversion shall be deemed to have occurred as of the time set forth in paragraph B hereinabove.

D. In the event of any (i) stock split, reverse stock split or other subdivision or combination of the Common Stock, or (ii) stock dividend or other distribution on the Common Stock payable in Common Stock, an appropriate pro rata adjustment or adjustments shall be made in the liquidation preference set forth in paragraph A hereinabove and the conversion rates set forth in paragraph B hereinabove. No fractional shares shall be issued upon conversion of Series B Restricted Stock. In lieu of any fractional share to which a shareholder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then fair market value per share of Series B Restricted Stock as determined in good faith by the Company’s Board of Directors.

CONTINUATION SHEET 2B

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 24th day of January, 1983.

/s/ James A. Wimbush, President

/s/ Truman S. Casner, Clerk

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

I hereby approve the within Articles of Amendment and, the filing fee in the amount of $75.00 having been paid, said articles are deemed to have been filed with me this 27th day of January 1983.

/s/ Michael J. Connolly

MICHAEL J. CONNOLLY

Secretary of State

TO BE FILLED IN BY CORPORATION

PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT


TO:		David C. Chapin
		c/o Ropes & Gray
		225 Franklin Street Boston, MA 02110
		Telephone: (617) 423-6100

FEDERAL IDENTIFICATION

No. 04-2297484

The Commonwealth of Massachusetts

MICHAEL JOSEPH CONNOLLY

Secretary of State

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF AMENDMENT

General Laws Chapter 156B, Section 72

We, Orrie M. Friedman, President

and Gerard E. Hickman, Clerk

of Collaborative Research, Inc.

(Name of corporation)

located at 128 Spring Street, Lexington, MA 02173

do hereby certify that the following amendment to the restated articles of organization of the corporation was duly adopted at a meeting held on January 4, 1982, by vote of:

1,063,578 shares of Common out of 1,342,444 shares outstanding,

(Class of Stock)

shares of out of shares outstanding, and

(Class of Stock)

shares of out of shares outstanding, and

(Class of Stock)

being at least a majority of each class outstanding and entitled to vote thereon:

FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:


The total amount of capital stock already authorized is	{	0 1,750,000	shares preferred shares common	}with par value, $.10 per share
		0 1,750,000	shares preferred shares common	}with par value, $.10 per share
		0 0	shares preferred shares common	}without par value
		0 0	shares preferred shares common	}without par value


The amount of additional capital stock authorized is	{	0 10,750,000	shares preferred share common	}with par value, $.10 per share
		0 10,750,000	shares preferred share common	}with par value, $.10 per share
		0 0	shares preferred shares common	}without par value
		0 0	shares preferred shares common	}without par value

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 4th day of January, 1982.

/s/ Orrie M. Friedman, President

/s/ Gerard E. Hickman, Clerk

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

I hereby approve the within Articles of Amendment and, the filing fee in the amount of $5,375.00 having been paid, said articles are deemed to have been filed with me this 5th day of January 1982 .

/s/ Michael J. Connolly

MICHAEL J. CONNOLLY

Secretary of State

TO BE FILLED IN BY CORPORATION

PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT


TO:		David C. Chapin
		c/o Ropes & Gray
		225 Franklin Street Boston, MA 02110
		Telephone: (617) 423-6100

FEDERAL IDENTIFICATION

No. 04-2297484

The Commonwealth of Massachusetts

MICHAEL JOSEPH CONNOLLY

Secretary of State

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

RESTATED ARTICLES OF ORGANIZATION

General Laws, Chapter 156B, Section 74

We, Orrie M. Friedman, President

and Myer L. Orlov, Clerk

of Collaborative Research, Inc.

(Name of corporation)

located at 1365 Main Street, Waltham, Massachusettts do hereby certify that the following restatement of the articles of organization of the corporation was duly adopted at a meeting held on August 17, 1981, by vote of:

816,000 shares of Common out of 1,113,250 shares outstanding,

(Class of Stock)

shares of out of shares outstanding, and

(Class of Stock)

shares of out of shares outstanding, and

(Class of Stock)

being at least two-thirds of each class of stock outstanding and entitled to vote and of each class or series of stock adversely affected thereby:

The name by which the corporation shall be know is: Collaborative Research, Inc.

The purposes for which the corporation is formed are as follows:

(a)

To engage in chemical and biochemical research and development principally in the fields of bio-organic and chemotherapy and genetic recombination, to synthesize specialty chemicals and to undertake clinical assays, and to manufacture and sell chemical and bio-chemical products.

(b)

To carry on any manufacturing, mercantile, selling, management, service or other business, operation or activity which may be lawfully carried on by a corporation organized under the Business Corporation Law of The Commonwealth of Massachusetts, whether or not related to those referred to in the foregoing paragraph.

The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue is as follows:


CLASS OF STOCK	WITHOUT PAR VALUE	WITH PAR VALUE
CLASS OF STOCK	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE
Preferred	NONE	NONE	NONE
Common	NONE	1,750,000	$0.10

If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established:

NONE

The restrictions, if any, imposed by the articles of organization upon the transfer of shares of stock of any class are as follows:

NONE

Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

See Continuation Sheets 6-A through 6-D attached hereto.

Article 6

Other Lawful Provisions

(a) The corporation may carry on any business, operation or activity referred to in Article 2 to the same extent as might an individual, whether as principal, agent, contractor or otherwise, and either alone or in conjunction or a joint venture or other arrangement with any corporation, association, trust, firm or individual.

(b) The corporation may carry on any business, operation or activity through a wholly or partly owned subsidiary.

(d) The directors may make, amend or repeal the bylaws in whole or in part, except with respect to any provision thereof which by law or the bylaws requires action by the stockholders.

(e) Meetings of the stockholders may be held anywhere in the United States.

(f) No stockholder shall have any right to examine any property or any books, accounts or other writings of the corporation if there is reasonable ground for belief that such examination will for any reason be adverse to the interests of the corporation, and a vote of the directors refusing permission to make such examination and setting forth that in the opinion of the directors such examination would be adverse to the interests of the corporation shall be prima facie evidence that such examination would be adverse to the interests of the corporation. Every such examination shall be subject to such reasonable regulations as the directors may establish in regard thereto.

(g) The directors may specify the manner in which the accounts of the corporation shall be kept and may determine what constitutes net earnings, profits and surplus, what amounts, if any, shall be reserved for any corporate purpose, and what amounts, if any, shall be declared as dividends. Unless the board of directors otherwise specifies, the excess of the consideration for any share of its capital stock with par value issued by it over such par value shall be paid-in surplus. The board of directors may allocate to capital stock less than all of the consideration for any share of its capital stock without par value issued by it, in which case the balance of such consideration shall be paid-in surplus. All surplus shall be available for any corporate purpose, including the payment of dividends.

6-A

(h) The purchase or other acquisition or retention by the corporation of shares of its own capital stock shall not be deemed a reduction of its capital stock. Upon any reduction of capital or capital stock, no stockholder shall have any right to demand any distribution from the corporation, except as and to the extent that the stockholders shall have provided at the time of authorizing such reduction.

(i) The directors shall have the power to fix from time to time their compensation. No person shall be disqualified from holding any office by reason of any interest. In the absence of fraud, any director, officer or stockholder of this corporation individually, or any individual having any interest in any concern which is a stockholder of this corporation, or any concern in which any of such directors, officers, stockholders or individuals has any interest, may be a party to, or may be pecuniarily or otherwise interested in, any contract, transaction or other act of this corporation, and

(1)

such contract, transaction or act shall not be in any way invalidated or otherwise affected by that fact;

(2)

no such director, officer, stockholder or individual shall be liable to account to this corporation for any profit or benefit realized through any such contract, transaction or act; and

(3)

any such director of this corporation may be counted in determining the existence of a quorum at any meeting of the directors or of any committee thereof which shall authorize any such contract, transaction or act, and may vote to authorize the same;

provided, however, that any contract, transaction or act in which any director or officer of this corporation is so interested individually or as a director, officer, trustee or member of any concern which is not a subsidiary or affiliate of this corporation, or in which any directors or officers are so interested as holders, collectively, of a majority of shares of capital stock or other beneficial interest at the time outstanding in any concern which is not a subsidiary or affiliate of this corporation, shall be duly authorized or ratified by a majority of the directors who are not so interested, to whom the nature of such interest has been disclosed and who have made any findings required by law;

6-B

the term “interest” including personal interest and interest as a director, officer, stockholder, shareholder, trustee, member or beneficiary of any concern;

the term “concern” meaning any corporation, association, trust, partnership, firm, person or other entity other than this corporation; and

the phrase “subsidiary or affiliate” meaning a concern in which a majority of the directors, trustees, partners or controlling persons is elected or appointed by the directors of this corporation, or is constituted of the directors or officers of this corporation.

To the extent permitted by law, the authorizing or ratifying vote of the holders of a majority of the shares of each class of the capital stock of this corporation outstanding and entitled to vote for directors at any annual meeting or a special meeting duly called for the purpose (whether such vote is passed before or after judgment rendered in a suit with respect to such contract, transaction or act) shall validate any contract, transaction or act of this corporation, or of the board of directors or any committee thereof, with regard to all stockholders of this corporation, whether or not of record at the time of such vote, and with regard to all creditors and other claimants under this corporation; provided, however, that

with respect to the authorization or ratification of contracts, transactions or acts in which any of the directors, officers or stockholders of this corporation have an interest, the nature of such contracts, transactions or acts and the interest of any director, officer or stockholder therein shall be summarized in the notice of any such annual or special meeting, or in a statement or letter accompanying such notice, and shall be fully disclosed at any such meeting;

the stockholders so voting shall have made any findings required by law;

stockholders so interested may vote at any such meeting except to the extent otherwise provided by law; and

any failure of the stockholders to authorize or ratify such contract, transaction or act shall not be deemed in any way to invalidate the same or to deprive this corporation, its directors, officers or employees of its or their right to proceed with such contract, transaction or act.

6-C

No contract, transaction or act shall be avoided by reason of any provision of this paragraph (i) which would be valid but for such provision or provisions.

(j) The corporation shall have all powers granted to corporations by the laws of The Commonwealth of Massachusetts, provided that no such power shall include any activity inconsistent with the Business Corporation Law or the general laws of said Commonwealth.

6-D

We further certify that the foregoing restated articles of organization effect no amendments to the articles of organization of the corporation as heretofore amended, except amendments to the following articles: 2, 3, 4 and 6.

Briefly describe amendments in space below:

(a)

Article 2 of the Restated Articles or Organization amends the purposes for which the corporation was formed.

(b)

Article 3 of the Restated Articles of Organization amends the statement of the authorized capital stock of the Corporation by the elimination of 1,000 shares of the Class A Preferred Stock, no par value previously authorized. Article 3 further amends the statement of the authorized capital stock of the corporation by the increase of the number of authorized shares of Common Stock, $.10 par value, form 1,500,000 to 1,750,000.

(c)

Article 4 of the Restated Articles of Organization amends the description of the preferences, voting powers, qualifications, special or relative rights or privileges of each class of stock by the elimination of all reference thereto.

(d)

Article 6 of the Restated Articles of Organization amends the additional provisions for the conduct and regulation of the business of the corporation, for its voluntary dissolution, and for limiting, defining and regulating the powers of the corporation and its directors and stockholders.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this Seventeenth day of August in the year 1981

/s/ Orrie M. Friedman President

/s/ Myer L. Orlov Clerk

THE COMMONWEALTH OF MASSACHUSETTS

RESTATED ARTICLES OF ORGANIZATION

(General Laws, Chapter 156B, Section 74)

I hereby approve the within restated articles of organization and, the filing fee in the amount of $525.00 having been paid, said articles are deemed to have been filed with me this 17th day of August 1981.

/s/ Michael J. Connolly

MICHAEL J. CONNOLLY

Secretary of State

TO BE FILLED IN BY CORPORATION

PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT


TO:		David C. Chapin
		c/o Ropes & Gray
		225 Franklin Street Boston, MA 02110
		Telephone: (617) 423-6100
		Copy Mailed