AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
SuperGen, Inc., a corporation organized and existing under the laws of the State of Delaware (the
"Corporation"), certifies that:
A. The name of the Corporation is SuperGen, Inc. The original
Certificate of Incorporation was filed with the Secretary of
State of the State of Delaware on May 7, 1997.
B. This Amended and Restated Certificate of Incorporation was
duly adopted in accordance with the provisions of Sections 242
and 245 of the Delaware General Corporation Law by the Board
of Directors of the Corporation.
C. This Amended and Restated Certificate of Incorporation was
approved by the stockholders of the Corporation at a meeting
of the stockholders of the Corporation.
D. The Certificate of Incorporation of the Corporation is hereby
amended and restated in its entirety as follows:
FIRST: The name of the Corporation is SuperGen, Inc. (the
SECOND: The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware 19801. The
name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be
organized under the General Corporation Law of
FOURTH: The Corporation is authorized to issue two classes of
stock to be designated respectively Common Stock and