AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
VION PHARMACEUTICALS, INC.
FIRST: The name of the Corporation is VION PHARMACEUTICALS,
SECOND: The address, including street, number, city, and country, of the registered office of the Corporation in
the State of Delaware is 32 Loockerman Square, Suite L-100, City of Dover, County of Kent; and the name of
the registered agent of the Corporation in the State of Delaware is The Prentice-Hall Corporation System, Inc.
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 the State of Delaware.
FOURTH: Authorization, Designation and Amount. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 40,000,000 shares, consisting of (a) 35,000,000 shares of Common
Stock, par value $.01 per share (the "Common Stock"), of which 2,307,550 shares are designated as Series A
Common Stock (the "Series A Common Stock") and
(b) 5,000,000 shares of Preferred Stock, par value $.01 per share (the "Preferred Stock"). The powers, terms,
conditions, designations, preferences and privileges, relative, participating, optional and other special rights, and
qualifications, limitations and restrictions, of the Series A Common Stock and the Preferred Stock shall be set
forth in this Article FOURTH.
PART A. PREFERRED STOCK
(a) Designation of Preferred Stock. The Board of Directors of the Corporation (the "Board of Directors") is
hereby expressly authorized to provide for, designate and issue, out of the authorized but unissued shares of
Preferred Stock, one or more series of Preferred Stock subject to the terms and conditions set forth herein.
Before any shares of any such series are issued, the Board of Directors shall fix, and hereby is expressly
empowered to fix, by resolution or resolutions, the following provisions of the shares of any such series:
(1) the designation of such serie