CERTIFICATE OF AMENDMENT
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
KERYX BIOPHARMACEUTICALS, INC.
Keryx Biopharmaceuticals, Inc., a corporation organized and existing under and by virtue of the
Delaware General Corporation Law (the “Corporation”), does hereby certify:
FIRST: That on April 25, 2007, the Board of Directors of the Corporation adopted resolutions setting
forth a proposed amendment to the Amended and Restated Certificate of Incorporation of the
Corporation and declaring its advisability. The proposed amendment is as follows:
RESOLVED, that the Corporation’s Amended and Restated Certificate of Incorporation be
amended by deleting Article FOURTH in its entirety and by substituting in lieu thereof the
The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 100,000,000, which is divided
into 95,000,000 shares of Common Stock, par value $0.001 per share, and
5,000,000 shares of Preferred Stock, par value $0.001 per share.”
SECOND: That said amendment was duly adopted in accordance with the provisions of Section 242 of
the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by a duly authorized
officer this 24 th day of July, 2007.
By: /s/ Michael S. Weiss
Michael S. Weiss
Chairman and Chief Executive Officer