EXHIBIT 3.5

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                                  BIOKEYS, INC.
                                  WITH AND INTO
                          BIOKEYS PHARMACEUTICALS, INC.
        (Pursuant to Section 253 of the Delaware General Corporation Law)


      The undersigned, Nicholas J. Virca, Chief Executive Officer, President and
Secretary of Biokeys Pharmaceuticals, Inc., a Delaware corporation (the
"Corporation"), hereby certifies:

      1. That the Corporation is incorporated pursuant to the Delaware General
Corporation Law;

      2. That the Corporation owns all of the outstanding shares of each class
of the capital stock of Biokeys, Inc., a Delaware corporation;

      3. That the Corporation, by the following resolutions of its Board of
Directors, duly adopted on May 19, 2003, determined to merge into itself
Biokeys, Inc. and change the name of the Corporation on the conditions set forth
in such resolutions:

            RESOLVED: That pursuant to Section 253 of the Delaware General
Corporation Law, Biokeys Pharmaceuticals, Inc. shall merge into itself its
subsidiary, Biokeys, Inc., and assume all of Biokeys, Inc.'s liabilities and
obligations;

            RESOLVED FURTHER: That the Certificate of Incorporation of the
Corporation be amended by striking Article I in its entirety and replacing
therefor: "1. The name of the corporation is ADVENTRX Pharmaceuticals, Inc.";
and

            RESOLVED FURTHER: That the Chief Executive Officer, President and
Secretary of Biokeys Pharmaceuticals, Inc. be, and hereby is, authorized and
directed to make, execute and acknowledge a Certificate of Ownership and Merger
setting forth a copy of the resolution to merge Biokeys, Inc. with and into
Biokeys Pharmaceuticals, Inc. and to assume Biokeys, Inc.'s liabilities and
obligations and to file the Certificate of Ownership and Merger in the office of
the Secretary of State of the State of Delaware.

         IN WITNESS WHEREOF, Biokeys Pharmaceuticals, Inc. has caused this
certificate to be signed by Nicholas J. Virca, its authorized officer, this 29th
day of May, 2003.


                              /s/ Nicholas J. Virca
                              --------------------------------------------------
                              Nicholas J. Virca
                              Chief Executive Officer, President and Secretary