Amended And Restated Certificate of Incorporation

Exhibit 3.1


AMENDED AND RESTATED CERTIFICATE OF INCORPORATION


OF


ADVANCED TISSUE SCIENCES, INC.
(UNDER SECTION 245 OF THE GENERAL CORPORATION LAW)


The undersigned, being the Chairman of the Board of Directors and Chief Executive Officer, and the Secretary, respectively, of Advanced Tissue Sciences, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), do hereby amend, restate and certify as follows:


1. The name of the Corporation is Advanced Tissue Sciences, Inc. pursuant to the Certificate of Ownership and Merger merging Advanced Tissue Sciences, Inc. into Marrow-Tech Incorporated filed in the Office of the Secretary of State of Delaware on December 19, 1991.


2. The original Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of State of the State of Delaware on July 17, 1987.


3. This Amended and Restated Certificate of Incorporation of the Corporation was duly authorized by the Board of Directors of the Corporation and by the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote thereon, in accordance with the provisions of Sections 242 and 245 of the Delaware General Corporation Law.


4. The text of the existing Certificate of Incorporation of the Corporation, as heretofore amended is amended and restated to read in its entirety as follows:


FIRST: The name of the Corporation is Advanced Tissue Sciences, Inc.


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


THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.


FOURTH: I. The Corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares which the Corporation is authorized to issue is One-Hundred One Million (101,000,000) shares. One-Hundred Million (100,000,000) shares shall be Common Stock, par value $.01 per share, and One Million (1,000,000) shares shall be Preferred Stock, par value $.01 per share."


II. The Board of Directors of the Corporation is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for, from time to time, in one or more series of any number, the issuance of shares of Preferred Stock, and, by filing a certificate pursuant to the Corporation law of the State of Delaware, to establish the number of shares to be included in each such series and to fix the designation, relative rights, preferences, qualifications and limitations of the shares of each such series. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of each of the following:


A. The number of shares constituting that series and the distinctive designation of that series;


B. The dividend rate on the shares of the series, whether dividends shall be cumulative and, if so, from which date or dates, and whether they shall be payable in preference to, or in another relation to, the dividends payable on any other class or classes or series o ...