AMENDED AND RESTATED
AVANT IMMUNOTHERAPEUTICS, INC.
as of March 14, 2007
SECTION 1. REGISTERED OFFICE. The registered office of the Corporation shall be established and
maintained at the office of the designated agent in the City of Dover, in the county of Kent, in the State of
Delaware, and said agent shall be the registered agent of the Corporation in charge of such office.
SECTION 2. OTHER OFFICES. The Corporation may have other offices, either within or without the
State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the
business of the Corporation may require.
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders, for the election of directors
and for such other business as may be stated in the notice of the meeting, shall be held at such place either within
or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall
determine and set forth in the notice of meeting.
If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next
succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of
Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.
SECTION 2. MATTERS TO BE CONSIDERED AT ANNUAL MEETINGS. At any annual meeting
of stockholders, only such business shall be conducted, and only such proposals shall be acted upon, as shall
have been properly brought before such annual meeting. To be considered as properly brought before an annual
meeting of stockholders, business must be: (a) specified in the notice of meeting (or any supplement thereto), (b)
otherwise properly brought before the meeting by, or at the direction of, the Board of Directors, or (c) otherwise
properly brought before the meeting by any