Certificate Of Incorporation Of The Registrant

State of Delaware
PAGE 1
Office of the Secretary of State


I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "ABGENIX, INC.". FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF JUNE, A.D. 1996, AT 3 O'CLOCK P.M.


A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS FOR RECORDING.


[SEAL OMITTED]


/s/ Edward J. Freel
Edward J. Freel, Secretary of State


AUTHENTICATION:


2636868 8100 8000297


DATE


960184786 06-24-96


2
CERTIFICATE OF INCORPORATION


OF


ABGENIX, INC.


FIRST. The name of the corporation is Abgenix, Inc.


SECOND. The address of its registered office in the state of Delaware is 9 E. Loockerman Street, Dover, Delaware 19901. The name of its registered agent at such address is National Corporate Research, Ltd.


THIRD. The nature of the business or purposes to be conducted or promoted 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. The total number of shares of all classes of capital stock which the corporation shall have authority to issue is Seventy Million (70,000,000) shares, comprised of Fifty Million (50,000,000) shares of Common Stock with a par value of one One- Hundredth of One Cent ($.0001) per share (the "Common Stock") and Twenty Million (20,000,000) shares of Preferred Stock with a par value of One One-Hundredth of One Cent ($.0001) per share (the "Preferred Stock").


A description of the respective classes of stock and a statement of the designations, preferences, voting powers (or no voting powers), relative, participating, optional or other special rights and privileges and the qualifications, limitations and restrictions of the Preferred Stock and Common Stock are as follows:


A. PREFERRED STOCK


The Preferred stock may be issued in one or more series at such time or times and for such consideration or considerations as the board of directors may determine. Each series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. Except as may be expressly provided in this Certificate of Incorporation, including any certificate of designations for a series of Preferred Stock, different series of Preferred Stock shall not be construed to constitute different classes of shares for the purpose of voting by classes.


The board of directors is expressly authorized, subject to the limitations prescribed by law and the Provisions of this Certificate of Incorporation, to provide for the issuance of all or any shares of the Preferred Stock in one or more series, each


3 with such designations, preferences, voting powers (or no voting powers), relative, participating, optional or other special rights and privileges and such qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions adopted by the board of directors to create such series, and a certificate of designations setting forth a copy of said resolution or resolutions shall be filed in accordance with the General Corporation Law of the State of Delaware. The authority of the board Of directors with respect to each such series shall include without limitation of the foregoing the right to specify the number of shares of each such series and to authorize an increase or decrease in such number of shares and the right to provide that the shares of each such series may be: (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to or in such relation to the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the corporation; (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock of the corporation at such price or prices or at such rates of exchange, and with such adjustments, if any; (v) entitled to the benefit of such limitations, if any, on the issuance of additional shares of such series or shares of any other series of Preferred Stock; or (vi) entitled to such other preferences, powers, qualifications, rights and privileges, all as the board of directors may deem advisable and as are not inconsistent with law and the provisions of this Certificate of Incorporation,


B. COMMON STOCK


1. Relative Rights of Preferred Stock and Common Stock. All preferences, voting powers, relative, participating, optional or other special rights and privileges, and qualifications, limitations, or restrictions of the Common Stock are expressly made subject and subordinate to those that may be fixed with respect to any shares of the Preferred Stock.


2. Voting Rights. Except as otherwise required by law or this Certificate of Incorporation, including any certificate of designations for a series of Preferred Stock, each holder of Common Stock shall have one vote in respect of each share of stock held by him of record on the books of the corporation for the election of directors and on all matters submitted to a vote of stockholders of the corporation.


3. Dividends. Subject to the preferential rights of the Preferred Stock, the holders of shares of Common Stock shall


2 4 be entitled to receive, when and if declared by the board of directors, out of the assets of the corporation which are by law available therefor, dividends payable either in cash, in property or in shares of capital stock.


4. Dissolution, Liquidation or Winding Up. In the event of any dissolution, liquidation or winding up of the affairs of the corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of the Preferred Stock, holders of Common Stock shall be entitled, unless o ...