{"id":41606,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/certificate-of-incorporation-imclone-systems-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-imclone-systems-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-imclone-systems-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; ImClone Systems Inc."},"content":{"rendered":"<pre>                          CERTIFICATE OF INCORPORATION\n                                       OF\n                          IMCLONE SYSTEMS INCORPORATED\n\n     I, H. Kenneth Fish, the incorporator hereinafter named, for the purpose of\nforming a corporation pursuant to the General Corporation Law of the State of\nDelaware, do make this certificate, hereby declaring and certifying that this is\nmy act and deed and that the facts herein stated are true;\n\n     FIRST: The name of the corporation (the 'Corporation') is IMCLONE SYSTEMS\nINCORPORATED.\n\n     SECOND: The address of the registered office of the Corporation in the\nState of Delaware is 100 West 10th Street, Wilmington, County of New Castle; and\nthe name of its registered agent at such address is The Corporation Trust\nCompany.\n\n     THIRD: The purposes of the Corporation are to engage in research and\ndevelopment, production, manufacturing and distribution of products based on\ngenetic engineering, including but not limited to such products based on\nrecombinant DNA techniques and monoclonal antibody techniques of production and\nto provide consulting and other services as related to the foregoing business.\n\n     To acquire, hold, dispose of, buy, sell, underwrite, handle on commission\nand otherwise deal in stocks, shares, bonds, notes and obligations of the\ninterests in corporations, joint-stock companies, trusts, associations, firms or\npersons and all forms of public and municipal securities of this or any other\ncountry, or any right or interest therein, and while owner thereof, to exercise\nall rights, powers and privileges of ownership in the same manner and to the\nsame extent that an individual might;\n\n     To acquire, hold, use, dispose of buildings, plants, factories, mills,\nmachinery, works and all other real and personal property, tangible or\nintangible, of whatever kind and wherever situated, or any right or interest\ntherein for the purposes of the foregoing businesses; patent rights and\nprivileges, inventions, formulae, trademarks and names, secret processes or any\nright or interest therein; as a going business or otherwise, all or any part of\nthe assets of any corporation,\n\n\n\n\njoint-stock company, trust, association, firm or person, and in such cases to\nassume all or any part of its or his liabilities.\n\n     To conduct any other lawful act or activity for which corporations may be\norganized under the General Corporation Law of Delaware.\n\n     FOURTH: The total number of shares of capital stock which the Corporation\nshall have authority to issue is one million (1,000,000) shares of common stock\nwith a par value of five cents ($0.05) per share.\n\n     FIFTH: The name and the mailing address of the incorporator is as follows:\n\n                  NAME         MAILING ADDRESS\n                  ----         ---------------\n\n          H. Kenneth Fish      Foley, Hoag &amp; Eliot\n                               One Post Office Square\n                               Boston, Massachusetts 02109\n\n     SIXTH: The names and the mailing addresses of the initial directors are as\nfollows:\n\n          Harlan Waxsel        101 West 81st Street\n                               Unit 712\n                               New York, New York\n\n          Jack Waxsel          260 Hornwood Drive\n                               Dayton, Ohio 45405\n\n          Salvatore Vernace    Pomona Professional Plaza\n                               Route 45\n                               Pomona, New York 10970\n\n     SEVENTH: The original by-laws of the Corporation shall be adopted by the\nincorporator Thereafter, the power to make, alter, or repeal the by-laws, and to\nadopt any new by-law, shall be vested in the board of directors of the\nCorporation.\n\n     EIGHTH: Elections of directors need not be by written ballot unless the\nby-laws of the corporation shall so provide.\n\n\n\n     NINTH: Each person who at any time is, or shall have been, a director or\nofficer of the Corporation, and is threatened to be or is made a party to any\nthreatened, pending or completed action, suit or proceeding, whether civil,\ncriminal, administrative or investigative, by reason of the fact that he is, or\nwas, a director or officer of the Corporation, or served at the request of the\nCorporation as a director, officer, employee, trustee, or agent of another\ncorporation, partnership, joint venture, trust or other enterprise, shall be\nindemnified against expenses (including attorneys' fees), judgments, fines and\namounts paid in settlement actually and reasonably incurred by him in connection\nwith any such action, suit or proceeding to the full extent provided by the\nGeneral Corporation Law of the State of Delaware. The foregoing Jack Waxsel\nright of indemnification shall in no way be exclusive of any other rights of\nindemnification to which any such director, officer, employee, or agent may be\nentitled, under any by-law, agreement, vote of stockholders or disinterested\ndirectors or otherwise.\n\n     TENTH: Whenever a compromise or arrangement is proposed between this\nCorporation and its creditors or any class of them and\/or between this\nCorporation and its stockholders or any class of them, any court of equitable\njurisdiction within the State of Delaware may, on the application in a summary\nway of this Corporation or of any creditor or stockholder thereof, or on the\napplication of any receiver or receivers appointed for this Corporation under\nthe provisions of Section 291 of Title 8 of the Delaware Code or on the\napplication of trustees in dissolution or of any receiver or receivers appointed\nfor this Corporation under the provisions of Section 279 of Title 8 of the\nDelaware Code, order a meeting of the creditors or class of creditors, and\/or of\nthe stockholders or class of stockholders of this Corporation, as the case may\nbe, to be summoned in such manner as said court directs. If a majority in number\nrepresenting three-fourths in value of the creditors or class of creditors\nand\/or of the stockholders or class of stockholders of this Corporation, as the\ncase may be, agree to any compromise or arrangement and to any reorganization of\nthis Corporation as consequence of such compromise or arrangement, the said\ncompromise or arrangement and the said reorganization shall, if sanctioned by\nthe court to which the said application has been made, be binding on all the\ncreditors or class of creditors, and\/or on all the stockholders or class of\nstockholders of this Corporation, as the case may be, and also on this\nCorporation.\n\n\n\n     IN WITNESS WHEREOF, I have hereunto set my hand and seal this 24th day of\nApril, 1984.\n\n[Seal]                                       \/s\/ H. Kenneth Fish\n                                             -----------------------------\n                                             H. Kenneth Fish, Incorporator\n\n\n\n               CERTIFICATE OF CORRECTION FILED TO CORRECT A\n               CERTAIN ERROR IN THE CERTIFICATE OF INCORPORATION\n               OF IMCLONE SYSTEMS INCORPORATED FILED IN THE\n               OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON\n               APRIL 26, 1984, AND RECORDED IN THE OFFICE OF THE\n               RECORDER OF DEEDS FOR NEW CASTLE COUNTY, DELAWARE,\n               ON APRIL 26, 1984\n\n     IMCLONE SYSTEMS INCORPORATED, a corporation organized and existing under\nand by virtue of the General Corporation Law of the State of Delaware,\n\n     DOES HEREBY CERTIFY:\n\n     1. The name of the corporation is IMCLONE SYSTEMS INCORPORATED.\n\n     2. That a Certificate of Incorporation was filed by the Secretary of State\nof Delaware on April 26, 1984 and recorded in the office of the Recorder of\nDeeds of New Castle County on April 26, 1984 and that said certificate requires\ncorrection as permitted by subsection (F) of section 103 of The General\nCorporation Law of the State of Delaware.\n\n     3. The inaccuracy or defect of said certificate to be corrected is as\nfollows:\n\n          The surname of two of the initial directors referred to in paragraph\n     SIXTH is Waksal rather than Waxsel.\n\n     4. Paragraph SIXTH of the certificate is corrected to read as follows:\n\n     SIXTH: The names and the mailing addresses of the initial directors are as\nfollows:\n\n          Harlan Waksal                 101 West 81st Street\n                                        Unit 712\n                                        New York, New York\n\n          Jack Waksal                   260 Hornwood Drive\n                                        Dayton, Ohio 45405\n\n          Salvatore Vernace             Pomona Professional Plaza\n                                        Route 45\n                                        Pomona, New York 10970\n\n\n\n\n     IN WITNESS WHEREOF, said IMCLONE SYSTEMS INCORPORATED has caused this\ncertificate to be signed by Jack Waksal and Salvatore Vernace, a majority of its\nDirectors, 26th day of April, 1984.\n\n                                           IMCLONE SYSTEMS INCORPORATED\n\n                                           \/s\/ Salvatore Vernace\n                                           -------------------------------------\nMichael A. Stetl Notary Public\nin and for the State of Ohio               \/s\/ Jack Waksal\n                                           -------------------------------------\nMy Commission expires Dec. 4, 1985\n\/s\/ Michael A. Stetl\n------------------------------------\n5\/30\/84\n\n\n\n                            CERTIFICATE OF AMENDMENT\n                                       OF\n                          CERTIFICATE OF INCORPORATION\n\n     ImClone Systems Incorporated, a corporation organized and existing under\nand by virtue of the General Corporation Law of the State of Delaware, DOES\nHEREBY CERTIFY:\n\n     FIRST: That the Board of Directors of said Corporation, by the unanimous\nwritten consent of its members dated September 13, 1984 filed with the minutes\nof the Board, adopted a resolution proposing and declaring advisable the\nfollowing amendment to the Certificate of Incorporation of said Corporation:\n\n     RESOLVED, that the Certificate of Incorporation of ImClone Systems\n     Incorporated be amended by changing the FOURTH Article so that as amended\n     said Article shall be and read as follows: 'The total number of shares of\n     capital stock which the Corporation shall have authority to issue is two\n     million (2,000,000) shares of common stock with a par value of five cents\n     ($0.05) per share.\n\n     SECOND: That in lieu of a meeting and vote of stockholders, the\nstockholders have given written consent to said amendment in accordance with the\nprovisions of section 228 of the General Corporation Law of the State of\nDelaware and written notice of the adoption of the amendment has been given as\nprovided in section 228 of the General Corporation Law of the State of Delaware\nto every stockholder entitled to such notice.\n\n     THIRD: That the aforesaid amendment was duly adopted in accordance with the\napplicable provisions of sections 242 and 228 of the General Corporation Law of\nthe State of Delaware.\n\n\n\n     IN WITNESS WHEREOF, said ImClone Systems Incorporated has caused this\ncertificate to be signed by Harlan Waksal, its President, and attested by H.\nKenneth Fish, its Secretary, this 29th day of September, 1984\n\n                                        IMCLONE SYSTEMS INCORPORATED\n\n                                        By \/s\/ Harlan W. Waksal M.D.\n                                        --------------------------------------\n                                           Harlan Waksal, its President\nATTEST:\n\nBy \/s\/ H. Kenneth Fish\n   --------------------------------\n   H. Kenneth Fish, Secretary\n\n\n\n\n                            CERTIFICATE OF AMENDMENT\n                                       OF\n                          CERTIFICATE OF INCORPORATION\n\n     ImClone Systems Incorporated, a corporation organized and existing under\nand by virtue of the General Corporation Law of the State of Delaware, DOES\nHEREBY CERTIFY:\n\n     FIRST: That the Board of Directors of said Corporation, by the unanimous\nwritten consent of its members dated May 20, 1986 filed with the minutes of the\nBoard, adopted a resolution proposing and declaring advisable the following\namendment to the Certificate of Incorporation of said Corporation.\n\n     RESOLVED, that the Certificate of Incorporation of ImClone Systems\n     Incorporated be amended by changing the FOURTH Article so that as amended\n     said Article shall be and read as follows: 'The total number of shares of\n     capital stock which the Corporation shall have authority to issue is seven\n     million (7,000,000) shares of common stock with a par value of five cents\n     ($0.05) per share.'\n\n     SECOND: That in lieu of a meeting and vote of stockholders, the\nstockholders have given written consent to said amendment in accordance with the\nprovisions of section 228 of the General Corporation Law of the State of\nDelaware and written notice of the adoption of the amendment has been given as\nprovided in section 228 of the General Corporation Law of the State of Delaware\nto every stockholder entitled to such notice.\n\n     THIRD: That the aforesaid amendment was duly adopted in accordance with the\napplicable provisions of sections 242 and 228 of the General Corporation Law of\nthe State of Delaware.\n\n\n\n\n     IN WITNESS WHEREOF, said ImClone Systems Incorporated has caused this\ncertificate to be signed by Harlan Waksal, its President, and attested by John\nLandes, its Secretary, this 16th day of June 1986.\n\n                                        IMCLONE SYSTEMS INCORPORATED\n\n                                        By \/s\/ Harlan W. Waksal M.D.\n                                        --------------------------------------\n                                           Harlan Waksal, its President\n\nATTEST.\n\nBy \/s\/ John Landes\n---------------------------------\n   John Landes, Secretary\n\n\n\n                            CERTIFICATE OF AMENDMENT\n                                       OF\n                          CERTIFICATE OF INCORPORATION\n                                       OF\n                          IMCLONE SYSTEMS INCORPORATED\n\n     The undersigned hereby certifies that the following amendment to the\nCertificate of Incorporation of ImClone Systems Incorporated (the 'Corporation')\nhas been duly adopted in accordance with the provisions of Sections 242 and 228\nof the General Corporation Law of Delaware and that, pursuant to said Section\n228, written notice of said adoption has been provided to those stockholders of\nthe Corporation who did not consent in writing to such adoption:\n\n     That the Certificate of Incorporation of the Corporation be, and it hereby\nis, amended by addition thereto of a new Article ELEVENTH as follows:\n\n     ELEVENTH: To the maximum extent permitted by the General Corporation Law of\n     the State of Delaware, as the same exists or may hereafter be amended, no\n     director of this Corporation shall be personally liable to the Corporation\n     or to any of its stockholders for monetary damages arising out of such\n     director's breach of fiduciary duty as a director of the Corporation.\n\n     IN WITNESS WHEREOF, said ImClone Systems Incorporated has caused this\ncertificate to be signed by Harlan Waksal, its President, and attested by John\nLandes, its Secretary, this 27 day of May, 1987.\n\n                                        \nATTEST:                                 IMCLONE SYSTEMS INCORPORATED\n\n\n\/s\/ John B. Landes                      By \/s\/ Harlan W. Waksal M.D.\n-------------------------               --------------------------------------\nJohn B. Landes, Secretary                  Harlan Waksal, its President\n\n\n\n                            CERTIFICATE OF AMENDMENT\n                                       OF\n                          CERTIFICATE OF INCORPORATION\n                                       OF\n                          IMCLONE SYSTEMS INCORPORATED\n\n                           Pursuant to Section 242 of\n                      The Delaware General Corporation Law\n\n     We, Harlan W. Waksal, Executive Vice President, and John B. Landes,\nSecretary, respectively, of ImClone Systems Incorporated, a corporation\norganized and existing under and by virtue of the Delaware General Corporation\nLaw (the 'Corporation'), do hereby certify as follows:\n\n     FIRST: That the Board of Directors of the Corporation duly adopted the\nfollowing amendment to the Certificate of Incorporation of the Corporation,\nproposing and declaring such amendment to be advisable and directing that such\namendment be submitted to the stockholders of the Corporation for their\napproval. The Amendment is that Article NINTH of the Certificate of\nIncorporation of the Corporation be amended to read in its entirety as follows:\n\n     'NINTH (a) Each person who was or is made a party or is threatened to be\nmade a party to or is involved in any action, suit or proceeding, whether civil,\ncriminal, administrative or investigative (hereinafter a 'proceeding'), by\nreason of the fact that he or she, or a person of whom he or she is the legal\nrepresentative, is or was a director or officer of the Corporation or is or was\nserving at the request of the Corporation as a director, officer, employee or\nagent of another corporation or of a partnership, joint venture, trust or other\nenterprise, including service with respect to employee benefit plans, whether\nthe basis of such proceeding is alleged action in an official capacity as a\ndirector, officer, employee or agent or in any other capacity while serving as a\ndirector, officer, employee or agent, shall be indemnified and held harmless by\nthe Corporation to the fullest extent authorized by the Delaware General\nCorporation Law, as the same exists or may hereafter be amended, against all\nexpense, liability and loss (including attorneys' fees, judgments, fines, excise\ntaxes or penalties under the Employee Retirement Income Security Act and amounts\npaid or to be paid in settlement) reasonably incurred or suffered by such person\nin connection therewith, and such indemnification shall continue as to a person\nwho has ceased to be a director, officer, employee or agent and shall inure to\nthe benefit of his or her heirs, executors and administrators, provided,\nhowever, that, except as provided in paragraph (b) hereof, the Corporation shall\nindemnify any such person seeking indemnification in connection with a\nproceeding (or part thereof) initiated by such person only if such proceeding\n(or part thereof) was authorized by the board of directors of the Corporation.\nThe right to indemnification conferred in this Article NINTH shall be a contract\nright and shall include the\n\n\n\n\nright to be paid by the Corporation the expenses incurred in defending any such\nproceeding in advance of its final disposition; provided, however, that, if the\nDelaware General Corporation Law requires, the payment of such expenses incurred\nby a director or officer in his or her capacity as a director or officer (and\nnot in any other capacity as a director or officer, including, without\nlimitation, service to an employee benefit plan) in advance of the final\ndisposition of a proceeding, shall be made only upon delivery to the Corporation\nof an undertaking, by or on behalf of such director or officer, to repay all\namounts so advanced if it shall ultimately be determined that such director or\nofficer is not entitled to be indemnified under this Article NINTH or otherwise.\nThe provisions of this paragraph (a) shall apply to any member of any Committee\nappointed by the Board of Directors as fully as though such person shall have\nbeen an officer or director of the Corporation. The Corporation may, by action\nof its Board of Directors, provide indemnification to employees and agents of\nthe Corporation with the same scope and effect as the foregoing indemnification\nof directors and officers.\n\n     (b) If a claim under paragraph (a) of this Article is not paid in full by\nthe Corporation within thirty days after a written claim has been received by\nthe Corporation, the claimant may at any time thereafter bring suit against the\nCorporation to recover the unpaid amount of the claim and, if successful in\nwhole or in part, the claimant shall be entitled to be paid also the expense of\nprosecuting such claim. It shall be a defense to any such action (other than an\naction brought to enforce a claim for expenses incurred in defending any\nproceeding in advance of its final disposition where the required undertaking,\nif any is required, has been tendered to the Corporation) that the claimant has\nnot met the standards of conduct which make it permissible under the Delaware\nGeneral Corporation Law for the Corporation to indemnify the claimant for the\namount claimed, but the burden of proving such defense shall be on the\nCorporation. Neither the failure of the Corporation (including its Board of\nDirectors, independent legal counsel, or its stockholders) to have made a\ndetermination prior to the commencement of such action that indemnification of\nthe claimant is proper in the circumstances because he or she has met the\napplicable standard of conduct set forth in the Delaware General Corporation\nLaw, nor an actual determination by the Corporation (including its Board of\nDirectors, independent legal counsel, or its stockholders) that the claimant has\nnot met such applicable standard of conduct, shall be a defense to the action or\ncreate a presumption that the claimant has not met the applicable standard of\nconduct.\n\n     (c) The Corporation may maintain insurance, at its expense, to protect\nitself and any director, officer, employee or agent of the Corporation or\nanother corporation, partnership, joint venture, trust or other enterprise\nagainst any such expense, liability, or loss, whether or not the Corporation\nwould have the power to indemnify such person against such expense, liability or\nloss under the Delaware General Corporation Law.\n\n     (d) The provisions of this Article NINTH shall be in addition to and not in\nlimitation of any other rights, indemnities, or limitations of liability to\nwhich any director or officer may be entitled, as a matter of law or under any\nBy-Law, agreement, vote of stockholders or otherwise.'\n\n\n\n     SECOND: That a special meeting of the stockholders of said Corporation was\nduly called and held, upon notice in accordance with Section 222 of the Delaware\nGeneral Corporation Law, at which meeting the necessary number of shares as\nrequired by statute were voted in favor of the Amendment.\n\n     THIRD: That the Amendment set forth in Article FIRST hereof was duly\nadopted in accordance with the applicable provisions of Section 242 of the\nDelaware General Corporation law.\n\n     IN WITNESS WHEREOF, we have signed this certificate this 28 day of March\n1988.\n\n                                             \/s\/ Harlan W. Waksal\n                                             ------------------------------\n                                             Harlan W. Waksal\n                                             Executive Vice President\n\nAttest\n\n\/s\/ John B. Landes\n------------------------\nJohn B Landes\nSecretary\n\n\n\n                            CERTIFICATE 0F AMENDMENT\n                                       TO\n                          CERTIFICATE OF INCORPORATION\n                                       OF\n                          IMCLONE SYSTEMS INCORPORATED\n\n                under section 242 or the General Corporation law\n                            of the State of Delaware\n\n\nThe undersigned, being the Executive Vice President of IMCLONE SYSTEMS\nINCORPORATED, a Delaware corporation (the 'Corporation') DOES HEREBY CERTIFY as\nfollows:\n\n     FIRST: The Certificate of Incorporation of the Corporation is hereby\namended by deleting Article FOURTH in its entirety and inserting the following\nin lieu thereof:\n\n          'FOURTH: (a) the total number of shares of capital stock which the\nCorporation shall have the authority to issue shall be 16,000,000 shares, of\nwhich 15,000,000 shares shall be Common Stock with a par value of one cent\n($.0l) per share, and 1,000,000 shares shall be Preferred Stock with a par value\nof one dollar ($1.00) per share.\n\n     A statement of the designations of the authorized classes of stock or of\nany series thereof, and the voting powers, full or limited, or no voting powers,\npreferences and relative, participating, optional or other special rights, and\nqualifications, limitations or restrictions thereof, or of the authority of the\nBoard of Directors to fix by resolution or resolutions such designations and\nother terms not fixed by the Certificate of Incorporation, is as follows:\n\n          1. The Board of Directors is authorized, subject to the limitations\n     prescribed by law and in accordance with the provisions hereof, to provide\n     for the issuance or Preferred Stock in one or more series, from time to\n     time and, by filing a certificate of designations pursuant to the General\n     Corporation Law, to establish the number of shares to be included in each\n     such series, and to fix the designation, voting powers, full or limited, or\n     no voting powers, preferences, and relative, participating, optional or\n     other special rights, and qualifications, limitations or restrictions of\n     the shares of each such series. The authority of the Board or Directors\n     with respect to each such series shall include, but not be limited to, the\n     determination or fixing of the following:\n\n               (i) The distinctive designation and number of shares comprising\n          such series;\n\n\n\n               (ii) The dividend rate of such series, the conditions and time\n          upon which such dividends shall be payable, the relation which such\n          dividends shall bear to the dividends payable on any other class or\n          classes of stock or series thereof, or any other series of the same\n          class, and whether such dividends shall be cumulative or\n          non-cumulative;\n\n               (iii) The conditions upon which the shares of such series shall\n          be subject to redemption by the Corporation and the times, prices and\n          other terms and provisions upon which the shares of the series may be\n          redeemed;\n\n               (iv) Whether or not the shares of the series shall be subject to\n          the operation of a retirement or sinking fund to be applied to the\n          purchase or redemption of such shares and, if such retirement or\n          sinking fund be established, the annual amount thereof and the terms\n          and provisions relative to the operation thereof;\n\n               (v) Whether or not the shares of the series shall be convertible\n          into or exchangeable for shares or any other class or classes, with or\n          without par value, or of any other series of the same class, and, it\n          provision is made for conversion or exchange, the times, prices,\n          rates, adjustments, and other terms and conditions of such conversion\n          or exchange;\n\n               (vi) Whether or not the shares of the series shall have voting\n          rights, in addition to the voting rights provided by law, and, if so,\n          subject to the limitation hereinafter set forth, the terms of such\n          voting rights;\n\n               (vii) The rights of the shares of the series in the event of\n          voluntary or involuntary liquidation, dissolution, or upon the\n          distribution of assets of the Corporation;\n\n               (viii) Any other powers, preferences and relative participating,\n          optional or other special rights, and qualifications, limitations or\n          restrictions thereof, of the shares of such series, as the Board of\n          Directors may deem advisable and as shall not be inconsistent with the\n          provisions of this Certificate of Incorporation.\n\n     2. The holders of shares of the Preferred Stock of each series shall be\nentitled to receive, when and as declared by the Board of Directors, out of\nfunds legally available for the payment of dividends, dividends at the rates\nfixed by the Board of Directors for such series, and no more, before any\ndividends, other than dividends payable in Common Stock, shall be declared and\npaid, or set apart for payment, on the Common Stock with respect to the same\ndividend period.\n\n     3. The holders of shares of the Preferred Stock of each series shall be\nentitled upon liquidation or dissolution or upon the distribution of the assets\nof the corporation to such preferences as provided in the resolution or\nresolutions creating such series of Preferred Stock, and no more, before any\ndistribution or the assets of the Corporation shall be made to the holders\n\n\n\nof shares of the Common Stock. Whenever the holders of shares of the Preferred\nStock shall have been paid the full amounts to which they shall be entitled, the\nholders of shares of the Common Stock shall be entitled to share ratably in all\nassets of the corporation remaining.\n\n     4. At all meetings of the stockholders of the corporation, the holders of\nshares of the Common Stock shall be entitled to one vote for each share of\nCommon Stock held by them. Except as otherwise provided by a resolution or\nresolutions of the Board of Directors creating any series of Preferred Stock or\nby the Delaware General Corporation Law, the holders of shares of the Common\nStock issued and outstanding shall have and possess the exclusive right to\nnotice of stockholders' meetings and the exclusive power to vote.\n\n     (b) A director shall be fully protected in relying in good faith upon the\nbooks of account of the Corporation or statements prepared by any of its\nofficials as to the value and amount of the assets, liabilities and\/or net\nprofits of the Corporation, or any other facts pertinent to the existence and\namount of surplus or other funds from which dividends might properly be declared\nand paid.\n\n     (c) The Corporation shall be entitled to treat the person in whose name any\nshare, right or option is registered as the owner thereof, for all purposes, and\nshall not be bound to recognize any equitable or other claim to or interest in\nsuch share, right or option on the part of any other person, whether or not the\nCorporation shall have notice thereof, save as may be expressly provided by the\nlaws of the state of Delaware. \n\n     SECOND: That such amendment was duly adopted by the Board of Directors of\nthe Corporation and by the Stockholders of the Corporation in accordance with\nSection 242 of the General Corporation Law of the State of Delaware.\n\n     IN WITNESS WHEREOF, this Certificate of Amendment to this Certificate of\nIncorporation of the Corporation has been signed, and the statements made herein\naffirmed as true under the penalties of perjury, this l2th day of June, 1991.\n\n\n                                             \/s\/ Harlan W. Waksal\n                                             -----------------------------\n                                             Harlan W. Waksal\n                                             Executive Vice President\n\nATTEST: \/s\/ John B. Landes\n        --------------------------\n        John B. Landes\n\n\n\n                            CERTIFICATE OF AMENDMENT\n                                       To\n                          CERTIFICATE OF INCORPORATION\n                                       0F\n                          IMCLONE SYSTEMS INCORPORATED\n                Under Section 242 of the General Corporation Law\n                            of the State of Delaware\n\n     The undersigned, being the Executive Vice President of IMCLONE SYSTEMS\nINCORPORATED, a Delaware corporation (the 'Corporation') DOES HEREBY CERTIFY as\nfollows:\n\n     FIRST: The Certificate of Incorporation of the Corporation is hereby\namended by deleting the first paragraph of Article FOURTH in its entirety and\ninserting the following in lieu thereof:\n\n          'FORTH: (a) The total number of shares of capital stock which the\n     corporation shall have the authority to issue in thirty million\n     (30,000,000) shares or Common Stock with a par Value of one tenth of one\n     cent ($.001) per share and four million (4,000,000} shares of Preferred\n     Stock with par value of one dollar ($1.00) per share.'\n\n     SECOND: The Certificate of Incorporation of the Corporation is further\namended to add a new Article TWELFTH to read as follows;\n\n          'TWELFTH: Each outstanding share of Common Stock, par value $.01 per\n     share, is hereby re-classified and changed into one and one-half shares of\n     Common Stock, par value $.00l per share, and upon the filing of this\n     amendment to the Certificate of Incorporation, each outstanding share of\n     Common Stock, par value $.01 per share, shall be split up and converted\n     into one and one-half shares of Common Stock, par value $.00l per share.'\n\n     THIRD: That such amendment was duly adopted by the Board of Directors of\nthe Corporation and by the Stockholders of the corporation in accordance with\nSection 242 of the General Corporation Law of the State of Delaware.\n\n\n\n     IN WITNESS HEREOF, this Certificate of Amendment to the Certificate of\nIncorporation of the Corporation has been signed, and the statements made herein\naffirmed as true under the penalties of perjury, this 16th day of' September,\n1991.\n\n                                        \/s\/ Harlan W. Waksal\n                                        --------------------------\n                                        Harlan W. Waksal,\n                                        Executive Vice President\n\nATTEST: \/s\/ John B. Landes\n        ----------------------------\n        John B. Landes, Secretary\n\n\n\n                            CERTIFICATE OF AMENDMENT\n                                       TO\n                          CERTIFICATE OF INCORPORATION\n                                       OF\n                          IMCLONE SYSTEMS INCORPORATED\n\n                Under Section 242 of the General Corporation Law\n                            of the State of Delaware\n\nThe  undersigned,   being  the  Executive  Vice  President  of  IMCLONE  SYSTEMS\nINCORPORATED,  a Delaware corporation (the 'Corporation') DOES HEREBY CERTIFY as\nfollows:\n\n     FIRST: The Certificate of Incorporation of the Corporation is hereby\namended so that Article FOURTH (a) shall read in its entirety as follows:\n\n     'FOURTH: (a) The total number of shares of capital stock which the\nCorporation shall have the authority to issue is forty-five million (45,000,000)\nshares of Common Stock with a par value of one tenth of one cent ($.001) per\nshare and four million (4,000,000) shares of Preferred Stock with a par value of\none dollar ($1.00) per share.'\n\n     SECOND: That such amendment was duly adopted by the Board of Directors of\nthe Corporation and by the Stockholders of the Corporation in accordance with\nSection 242 of the General Corporation Law of the State of Delaware.\n\n     IN WITNESS WHEREOF, this Certificate of Amendment to the Certificate of\nIncorporation of the Corporation has been signed, and the statements hereto\naffirmed as true under the penalties of perjury, this 18 day of July, 1997.\n\n                                        \/s\/ Harlan W. Waksal\n                                        -------------------------------\n                                        Harlan W. Waksal\n                                        Executive Vice President\n\n\nAttest: \/s\/ John B. Landes\n        --------------------------\n        John B. Landes\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7835],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9573,9575],"class_list":["post-41606","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imclone-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41606","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41606"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41606"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41606"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41606"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}