CERTIFICATE OF INCORPORATION
DUSA PHARMACEUTICALS, INC.
RESTATED WITH AMENDMENTS
THROUGH JUNE 15, 1998
FOR ELECTRONIC PURPOSES
FIRST: The name of the corporation is:
DUSA Pharmaceuticals, Inc.
SECOND: The purpose or purposes for which the Corporation is organized is to engage in:
(a) any activity within the purposes for which corporations may be organized under Title 14A, Corporations,
General of the New Jersey Statutes.
THIRD: The aggregate number of shares of which the Corporation shall have authority to issue is 100,000,000
shares; 40 million of which shall be Common Stock and 60 million of which the Board of Directors of the
Corporation shall have the power, and is hereby authorized, to divide into classes and into series within any class
or classes, to determine the designation and the number of shares of any class or series, to determine the relative
rights, preferences and limitations of the shares of any class or series, including, but not limited to, the
convertibility of any shares of one class or series into shares of another class or series, and to change the
designation or number of shares, or the relative rights, preferences, or limitations of the shares, of any theretofore
established class or series, no shares of which have been issued, all to the fullest extent and in the manner
provided by the New Jersey Business Corporation Act, as heretofore or hereafter amended. Any and all
authorized shares of the Corporation may be issued and sold in such manner, in such amounts and proportions,
and for such consideration, as from time to time may be fixed and determined by the Board of Directors of the
Corporation, and any shares, when so issued, shall be fully paid and nonassessable.
FOURTH: The address of the Corporation's registered office is 991 Route 22 West, Somerville, New Jersey
08876, and the Corporation's registered agent at such address is Nanette W. Mantell, Esq.
FIFTH: Any director or officer of the Corporation shall not be personally liable to the Corpo