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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ONCOGENE SCIENCE, INC.
I, the President of Oncogene Science, Inc., a corporation organized
and existing under the laws of the State of Delaware (the "Corporation"), do
hereby certify that (i) Article Fourth of the Corporation's Certificate of
Incorporation has been amended in its entirety to read as set forth below, and
(ii) such amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FOURTH. The total number of shares of stock that the Corporation
shall have authority to issue is 50,000,000 shares of common stock,
having a par value of $.01 per share, all of the same class.
IN WITNESS WHEREOF, I have hereunto set my hand and seal as of the
31st day of March, 1993.
(Corporate Seal)
Attest:
/s/ Theresa R. Dragone /s/ Gary E. Frashier (SEAL)
- ----------------------------- -----------------------
Theresa R. Dragone Gary E. Frashier, President
Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ONCOGENE SCIENCE, INC.
-----------------------------------------
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
-----------------------------------------
We, the President and Secretary of ONCOGENE SCIENCE, INC., a
corporation existing under the laws of the State of Delaware, do hereby certify
as follows:
FIRST: That Article IX of the Certificate of Incorporation of said
corporation has been amended in its entirety to read as follows:
ARTICLE IX
INDEMNIFICATION AND INSURANCE
SECTION 1. Right to Indemnification. Each person who was or
is made a party or is threatened to be made a party to or is
involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative ("Proceeding"), by reason of the fact that he, or a
person of whom he is the legal representative, is or was the
director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis
of such Proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while
serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (out, in the case of
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any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment),
against all expenses, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith; provided, however, that the
Corporation shall indemnify any such person seeking indemnity in
connection with a Proceeding (or part thereof) initiated by such
person only if the proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation. The right to
indemnification conferred in this Section 1 shall be a contract
right and shall include the right to be paid by the Corporation
expenses incurred in defending any such Proceeding in advance of
its final disposition; provided, however, that if the Delaware
General Corporation Law requires, the payment of such expenses
incurred by a director or officer in his capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in advance
of the final disposition of such Proceeding, shall be made only
upon delivery to the Corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if it
should be determined ultimately that such director of officer is
not entitled to be indemnified under this Section or otherwise.
SECTION 2. Non-Exclusivity of Rights. The rights conferred
on any person by Section 1 shall not be exclusive of any other
right which such person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, by-laws,
agreement, vote of stockholders or disinterested directors, or
otherwise.
SECTION 3. Limitation of Liability of Directors. A director
of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General
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Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.
SECTION 4. Insurance. The Corporation may maintain
insurance, at its expense, to protect itself and any such director,
officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against
such expense, liability or loss under the Delaware General
Corporation Law.
SECOND: That such amendment has been duly adopted in accordance
with the provisions of the General Corporation Law of the State of Delaware by
the affirmative vote of the holders of not less than a majority of the
outstanding stock entitled to vote thereon.
IN WITNESS WHEREOF, we have signed this certificate this 9th day of
April, 1987.
/s/ Robert E. Ivy
----------------------------
Robert E. Ivy, President
ATTEST: /s/ Gary Takata
----------------------------
Gary Takata, Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ONCOGENE SCIENCE, INC.
-----------------------------------------
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
-----------------------------------------
We, the President and Secretary of ONCOGENE SCIENCE, INC., a
corporation existing under the laws of the State of Delaware, do hereby certify
as follows:
FIRST: That Article FOURTH of the Certificate of Incorporation of
said corporation has been amended in its entirety to read as follows:
"FOURTH. The total number of shares of stock which the
Corporation shall have authority to issue is 20,000,000 shares of
common stock, of the par value of $.01 per share, all of the same
class."
SECOND: That such amendment has been duly adopted in accordance
with the provisions of the General Corporation Law of the State of Delaware by
the written consent of the holders of not less than a majority of the
outstanding stock entitled to vote thereon and that written notice of the
corporation action has been given to those stockholders who have not consented
in writing, all in accordance with the provisions of Section 228 of the General
Corporation Law.
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IN WITNESS WHEREOF, we have signed this certificate this 18th day
of January, 1986.
/s/ Robert E. Ivy
----------------------------
Robert E. Ivy, President
ATTEST: /s/ Gary Takata
----------------------------
Gary Takata, Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ONCOGENE SCIENCE, INC.
--------------------------------
(a Delaware corporation)
--------------------------------
Adopted in accordance with the
provisions of Section 241 of the
General Corporation Law of the
State of Delaware
--------------------------------
THE UNDERSIGNED, Steven Gelles, sole incorporator of ONCOGENE
SCIENCE, INC., does hereby certify:
FIRST: That the Certificate of Incorporation of ONCOGENE
SCIENCE, INC. (the "Corporation") was filed in the office of the Secretary of
State of Delaware on March 6, 1983 and a certified copy thereof was recorded in
the office of the Recorder of Kent County, Delaware on March 16, 1983.
SECOND: That the Corporation has not received payment for its
stock.
THIRD: That the Certificate of Incorporation of the
Corporation is amended as follows:
(i) By striking out paragraph FIRST thereof as it now
exists and inserting in lieu thereof ARTICLE I, reading
as follows:
ARTICLE I
NAME
The name of the corporation is ONCOGENE SCIENCE, INC.
(ii) By striking out paragraph SECOND thereof as it now
exists and inserting in lieu thereof ARTICLE II,
reading as follows:
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ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The registered office of the Corporation in the State of Delaware
is located at 229 South State Street, City of Dover, County of Kent. The name
and the address of the registered agent of the Corporation in the State of
Delaware is The Prentice-Hall Corporation System, Inc., 229 South State Street,
Dover, Delaware.
(iii) By striking out paragraph THIRD thereof as it now
exists and inserting in lieu thereof ARTICLE III,
reading as follows:
ARTICLE III
CORPORATE PURPOSES AND POWERS
The nature of the business of the Corporation, or the objects or
purposes to be transacted, promoted or carried on by the Corporation are any
and all lawful acts or activities for which corporations may be organized under
the General Corporation Law of Delaware, including but not limited to research
and development, manufacture, production, purchase or acquisition, and sale,
licensing, leasing, or disposition of materials, supplies, substances,
chemicals or equipment used or useful in the field of biotechnology or in any
other field in which such materials, supplies, substances, chemicals or
equipment may profitably be used.
(iv) By striking out paragraph FOURTH thereof as it now
exists and inserting in lieu thereof ARTICLE IV,
reading as follows:
ARTICLE IV
CAPITAL STOCK
The amount of the total authorized capital stock of this
Corporation is One Hundred Thousand Dollars ($100,000) consisting of Ten
Million (10,000,000) common shares, with a par value of one cent ($.01) each.
(v) By striking out paragraph FIFTH thereof as it now
exists and inserting in lieu thereof ARTICLE V, reading
as follows:
ARTICLE V
INCORPORATOR
The name and mailing address of the sole incorporator of the
Corporation is:
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Name Address
---- -------
Steven Gelles 122 East 42nd Street
Suite 606
New York, New York 10168
(vi) By adding thereto additional ARTICLES VI - XI, reading
as follows:
ARTICLE VI
POWERS OF BOARD OF DIRECTORS
In addition to and not in limitation of the powers conferred by
statute, the board of directors of the Corporation expressly is authorized:
(a) To make, adopt, alter, amend or repeal the by-laws,
except as otherwise expressly provided in any by-law adopted by the
holders of Capital Stock of the Corporation entitled to vote thereon.
Any by-law may be altered, amended or repealed by the holders of Capital
Stock of the Corporation entitled to vote thereon at any annual meeting
or at any special meeting called for that purpose;
(b) To authorize and cause to be executed mortgages, liens,
and other security interests upon the real and personal property of the
Corporation;
(c) To determine the use and disposition of any surplus and
net profits of the Corporation including, without limitation by
specification, the determination of the amount of working capital
required by the Corporation, to set apart out of any of the funds of the
Corporation, whether or not available for dividends, a reserve or
reserves for any proper purpose and to abolish any such reserve in the
manner in which it was created;
(d) To designate, by resolution passed by a majority of the
members of the board of directors, one or more committees, each
consisting of two or more directors of the Corporation which, to the
extent provided in the resolution designating the committee or provided
in the by-laws of the Corporation, have and may exercise, subject to the
provisions of the General Corporation Law of Delaware, all the powers and
authority of the board of directors in the management of the business and
affairs of the Corporation. Such committee or committees may authorize
the seal of the Corporation to be affixed to all papers which may require
it. Such committee or committees shall have such name or names as may be
provided in the by-laws of the Corporation or as may be determined from
time to time by resolution adopted by the board of directors;
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(e) To grant rights or options entitling the holders
thereof to purchase from the Corporation shares of its Capital Stock
evidenced by or in such instrument or instruments as shall be approved by
the board of directors. The terms upon which, the time or times at or
within which, the persons to whom, and the price or prices at which any
such rights or options may be issued and any shares of Capital Stock may
be purchased from the Corporation upon the exercise of any such right or
option shall be such as shall be fixed in a resolution or resolutions
adopted by the board of directors providing for the creation and issuance
of such rights or options. In the absence of actual fraud in the
transaction, the judgment of the board of directors as to the
consideration for the issuance of such rights or options and the
sufficiency thereof shall be conclusive. No such rights or options shall
be invalidated or in any way affected by the fact that any director shall
be a grantee thereof or shall vote for the issuance of such rights or
options to himself or for any plan pursuant to which he may receive any
such rights or options;
(f) To adopt such plans as from time to time may be
approved by the board of directors for the purchase by officers or
employees of the Corporation and of any corporation either affiliated
with or a subsidiary of the Corporation of shares of Capital Stock of the
Corporation. The terms upon which, the time or times at or within which
and the price or prices at which shares of Capital Stock may be purchased
from the Corporation pursuant to such plan shall be fixed in the plan by
the board of directors. No such plan which is not at the time of
adoption unreasonable or unfair shall be invalid or in any way affected
because any director shall be entitled to purchase shares of Capital
Stock of the Corporation thereunder and shall vote for such plan;
(g) To adopt or assume and carry out such plans as from
time to time may be approved by the board of directors for the
distribution among the officers or employees of the Corporation and of
any corporation which is affiliated with or a subsidiary of the
Corporation, or any of them, in addition to their regular salaries, of
part of the earnings of the Corporation, in consideration for or in
recognition of services rendered by such officers or employees or as an
inducement to future efforts. No such plan which is not at the time of
adoption or assumption unreasonable or unfair shall be invalidated or in
any way affected because any director shall be a beneficiary thereunder
or shall vote for any plan under which he may benefit or for any
distribution thereunder in which he may participate;
(h) To adopt such pension, profit sharing, retirement,
deferred compensation or other employee benefit plans or provisions as
may, from time to time, be approved by the board of directors, providing
for pensions, profit sharing, retirement income, deferred compensation or
other benefits for officers or employees of the Corporation and of any
corporation which is affiliated with or a subsidiary of the Corporation,
or any of them, in consideration for or in recognition of the services
rendered by such officers or employees or as an inducement to future
efforts. No
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such plan or provision, which is not at the time of adoption unreasonable
or unfair shall be invalidated or in any way affected because any
director shall be a beneficiary thereunder or shall vote for any plan or
provision under which he may benefit; and
(i) To exercise, in addition to the powers and authorities
herein or by law conferred upon the board of directors, any such powers
and authorities and do all such acts and things as may be exercised or
done by the Corporation subject, nevertheless, to the provisions of the
General Corporation Law of Delaware, this certificate of incorporation
and any by-laws from time to time adopted by the holders of Capital Stock
of the Corporation entitled to vote thereon.
ARTICLE VII
MEETINGS AND CONSENTS OF STOCKHOLDERS AND DIRECTORS;
CORPORATION BOOKS; ELECTIONS OF DIRECTORS;
AND NOTICES
Meetings of holders of Capital Stock of the Corporation and of the
board of directors and of any committee thereof may be held outside the State
of Delaware if the by-laws so provide. Except as otherwise provided by law or
by this certificate of incorporation, any action required to be taken at any
annual, or special meeting of stockholders of the Corporation or any action
which may be taken at any annual or special meeting of such stockholders may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders
of outstanding Capital Stock having not less than the minimum number of votes
that would be necessary to authorize or to take such action at a meeting at
which all shares of Capital Stock entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing. Any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting as provided by statute if the by-laws of the Corporation so
provide. Except as otherwise provided by law, the books of the Corporation may
be kept outside the State of Delaware at such place or places as may be
designated from time to time by the board of directors or in the by-laws of the
Corporation. The elections of directors need not be by ballot unless the
by-laws of the Corporation so provide. Any notice permitted or required by
this certificate of incorporation shall be written, signed by the sender and
mailed, postage prepaid, in the United States by certified or registered mail.
ARTICLE VIII
TRANSACTIONS WITH DIRECTORS AND OFFICERS
No contract or transaction between the Corporation and one or more
of its directors or officers or between the Corporation and any other
corporation, partnership,
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association or other organization, in which one or more of its directors or
officers are directors or officers or have a financial interest, shall be void
or voidable solely for such reason or solely because the director or officer is
present at or participates in the meeting of the board of directors or
committee thereof which authorizes the contract or transaction or solely
because his or their votes are counted for such purpose if: (a) The material
facts as to his relationship or interest and as to the contract or transaction
are disclosed or are known to the board of directors or the committee and the
board of directors or the committee in good faith authorizes the contract or
transaction by the affirmative vote of a majority of the disinterested
directors even though the disinterested directors may be less than a quorum; or
(b) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or (c) the contract or transaction is
fair as to the Corporation as of the time it is authorized, approved or
ratified by the board of directors, a committee thereof or the stockholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the stockholders or the board of directors or of a
committee which authorizes the contract or transaction.
ARTICLE IX
INDEMNIFICATION AND INSURANCE
SECTION 1. Indemnification by Corporation.
(a) Any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than action by or in the right of the Corporation) by reason of
the fact that he is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall be indemnified by the
Corporation, unless similar indemnification is provided by such other
corporation or organization which may be involved (any funds received by
any person as a result of the provisions of this Article shall be deemed
an advance against his receipt of any such other indemnification from any
such other corporation or organization), against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. Any such person
who could be indemnified pursuant to the preceding sentence except for
the fact that the subject action or suit is or was by or in the right of
the Corporation shall be indemnified by the Corporation against expenses
(including attorneys' fees) actually and reasonably incurred by him, in
connection with the defense or settlement of such
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action or suit except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of
his duties to the Corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such
action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem
proper;
(b) To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in paragraph (a)
of this Section 1 or in defense of any claim, issue or matter therein, he
shall be indemnified by the Corporation against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith without the necessity of any action being taken by the
Corporation other than the determination, in good faith, that such
defense has been successful. In all other cases wherein indemnification
is provided by this Article, unless ordered by a court, indemnification
shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct specified in this Article. Such
determination shall be made: (1) By the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding; or (2) if such a quorum is not obtainable or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or (3) by the holders of
a majority of the Capital Stock outstanding;
(c) The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent shall not create, of itself, a presumption that the
person seeking indemnification did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful. Entry of a judgment by consent as part of a settlement shall
not be deemed final adjudication of liability for negligence or
misconduct in the performance of duty or of any other issue or matter;
(d) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by
the board of directors in the specific case upon receipt of an
undertaking by the director, officer, employee or agent involved to repay
such amount unless it ultimately shall be determined that he is entitled
to be indemnified by the Corporation; and
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(e) The indemnification provided in this Article shall not
be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action
in an official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such person.
SECTION 2. Insurance. By action of the board of directors,
notwithstanding any interest of the directors in the action, the Corporation
may purchase and maintain insurance, in such amounts as the board of directors
deems appropriate, on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Corporation shall have the power to
indemnify him against such liability under the provisions of this Article.
ARTICLE X
COMPROMISE OR ARRANGEMENT BETWEEN CORPORATION
AND ITS CREDITORS OR STOCKHOLDERS
Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of Section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
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ARTICLE XI
RESERVATION OF RIGHT TO AMEND CERTIFICATE
OF INCORPORATION
The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in this certificate of incorporation in the
manner now or hereafter prescribed by law and by this certificate of
incorporation. All the provisions of this certificate of incorporation and all
rights and powers conferred in this certificate of incorporation on
stockholders, directors and officers are subject to such reserved power.
FOURTH: That such amendment has been duly adopted in accordance
with the provision of Section 241 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, I have signed this certificate this 15th day of
April, 1983.
/s/ Steven Gelles
--------------------------
STEVEN GELLES
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CERTIFICATE
OF
INCORPORATION
OF
ONCOGENE SCIENCE, INC.
FIRST: The name of this Corporation is ONCOGENE SCIENCE, INC.
SECOND: Its Registered Office in the State of Delaware is to be located at
600 Bay Road, in the City of Dover, Zip Code 19901. The Registered
Agent in charge thereof is Ms. Pam Goldsborough.
THIRD: The purpose of the Corporation is to perform research and to
develop, manufacture, produce, purchase or otherwise acquire, and
to sell, license, lease or otherwise dispose of materials,
supplies, substances, chemicals or equipment used or useful in the
field of Biotechnology or in any other field in which such
materials, supplies, substances, chemicals or equipment may be
profitably used and to engage in any lawful act or activity for
which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH: The amount of the total authorized capital stock of this
Corporation is One Hundred Thousand Dollars ($100,000) divided into
Ten Million (10,000,000) shares, of One Cent ($.01) each.
FIFTH: The name and mailing address of the incorporator are as follows:
Name: Steven Gelles
Mailing Address: 122 East 42nd Street, Suite 606
Zip Code: New York, New York 10168
I, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of
the State of Delaware, do make, file and record this Certificate, and do
certify that the facts herein stated are true, and I have accordingly hereto
set my hand this Tenth day of March, 1983.
/s/ Steven Gelles
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