Form Restated Certificate Of Incorporation

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ABGENIX, INC.


Abgenix, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:


A. The name of the Corporation is Abgenix, Inc. The Corporation was originally incorporated under the same name and the original Certificate of Incorporation of the Corporation was filed with the Delaware Secretary of State on June 24, 1996.


B. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation restates and amends the provisions of the Certificate of Incorporation of this Corporation.


C. The text of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:


ARTICLE I


The name of the corporation is Abgenix, Inc. (the "Corporation").


ARTICLE II


The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.


ARTICLE III


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 Delaware.


ARTICLE IV


The Corporation is authorized to issue two classes of shares of stock to be designated, respectively, Common Stock, $0.0001 par value, and Preferred Stock, $0.0001 par value. The total number of shares that the Corporation is authorized to issue is 55,000,000 shares. The number of shares of Common Stock authorized is 50,000,000. The number of shares of Preferred Stock authorized is 5,000,000.


2
The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the board). The Board of Directors is further authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The Board of Directors, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares in any such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series.


The authority of the Board of Directors with respect to each such class or series shall include, without limitation of the foregoing, the right to determine and fix:


(a) the distinctive designation of such class or series and the number of shares to constitute such class or series;


(b) the rate at which dividends on the shares of such class or series shall be declared and paid, or set aside for payment, whether dividends at the rate so determined shall be cumulative or accruing, ...