**Exhibit 3.1**

**AMENDED AND RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**PACIFIC BIOSCIENCES OF CALIFORNIA, INC.**

a Delaware corporation 

Pacific Biosciences of California, Inc., a corporationorganized and existing under the laws of the State of Delaware (the “**Corporation**”), hereby certifies as follows: 

A. The name of the Corporation is Pacific Biosciences of California, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware onJuly 14, 2000 under the name “Nanofluidics, Inc.” 

B. This Amended and Restated Certificate of Incorporationwas duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “**DGCL**”), and restates, integrates and further amends the provisions of the Corporation’s Eighth Amended andRestated Certificate of Incorporation, and has been duly approved by the written consent of the stockholders of the corporation in accordance with Section 228 of the DGCL. 

C. The text of the Amended and Restated Certificate of Incorporation of this Corporation is hereby amended and restated to read in itsentirety as follows: 

**ARTICLE I**

The name of the corporation is Pacific Biosciences of California, Inc. 

**ARTICLEII**

The address of the Corporation’s registered office in the State of Delaware is 3500 South DuPont Highway, City ofDover, County of Kent, Delaware 19901. The name of its registered agent at such address is Incorporating Services, Ltd. 

**ARTICLE III**

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. 

**ARTICLE IV**

4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock which the corporation is authorized to issue is 1,050,000,000 shares, consisting of 1,000,000,000 shares ofCommon Stock, par value $0.001 per share (the “**Common Stock**”), and 50,000,000 shares of Preferred Stock, par value $0.001 per share (the “**Preferred Stock**”). 

4.2 Increase or Decrease in Authorized Capital Stock. The number of authorized sharesof Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the corporation entitled to votegenerally in the election of directors, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), voting together as a single class, without a separate vote of the holders of the class or classes thenumber of authorized shares of which are being increased or decreased, unless a vote by any holders of one or more series of Preferred Stock is required by the express terms of any series of Preferred Stock as provided for or fixed pursuant to theprovisions of Section 4.4 of this Article IV. 

4.3 Common Stock. 

(a) The holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to thestockholders on which the holders of shares of Common Stock are entitled to vote. Except as otherwise required by law or this certificate of incorporation (this “**Certificate of Incorporation**” which term, as used herein, shall meanthe certificate of incorporation of the corporation, as amended from time to time, including the terms of any certificate of designations of any series of Preferred Stock), and subject to the rights of the holders of Preferred Stock, at any annualor special meeting of the stockholders the holders of shares of Common Stock shall have the right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders; provided, however, that, except asotherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation that relates solely to the terms, number of shares, powers, designations, preferences, or relative participating,optional or other special rights (including, without limitation, voting rights), or to qualifications, limitations or restrictions thereon, of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled,either separately or together with the holders of one more other such series, to vote thereon pursuant to this Certificate of Incorporation (including, without limitation, by any certificate of designations relating to any series of Preferred Stock)or pursuant to the DGCL. 

(b) Subject to the rights of the holders of Preferred Stock, the holders of shares of Common Stockshall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the corporation) when, as and if declared thereon by the Board of Directors from time to time out of any assets or funds of thecorporation legally available therefor and shall share equally on a per share basis in such dividends and distributions. 

(c)In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the corporation, after payment or provision for payment of the debts and other liabilities of the corporation, and subject to the rights of the holders ofPreferred Stock in respect thereof, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the corporation available for distribution to its stockholders, ratably in proportion to the number of shares ofCommon Stock held by them. 

 
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4.4 Preferred Stock. 

(a) The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for suchissue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutionsand to set forth in a certification of designations filed pursuant to the DGCL the powers, designations, preferences and relative, participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any,of any wholly unissued series of Preferred Stock, including without limitation dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, andliquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing. 

(b) The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series thenoutstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations andrestrictions thereof stated in the Certificate of Incorporation or the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constitutingsuch decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. 

**ARTICLE V**

5.1 General Powers. The business and affairs of thecorporation shall be managed by or under the direction of the Board of Directors. 

5.2 Number of Directors; Election;Term. 

(a) Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, thenumber of directors that constitutes the entire Board of Directors of the corporation shall be fixed solely by resolution of the Board of Directors. 

(b) Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, effective upon the closing date (the “**Effective Date**”) of the initial saleof shares of common stock in the corporation’s initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, the directors of the corporation shall be divided into three classes asnearly equal in size as is practicable, hereby designated Class I, Class II and Class III. The initial assignment of members of the Board of Directors to each such class shall be made by the Board of Directors. The term of office of the initialClass I directors shall expire at the first regularly-scheduled annual meeting of the stockholders following the Effective Date, the term of office of the initial Class II directors shall expire at the second annual meeting of the stockholdersfollowing the Effective Date and the term of office of the initial Class III directors shall expire at the third annual meeting of the stockholders following the Effective Date. At each annual meeting of stockholders, commencing with the firstregularly-scheduled annual meeting of stockholders following the Effective Date, each of the successors 

 
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elected to replace the directors of a Class whose term shall have expired at such annual meeting shall be elected to hold office until the third annual meeting next succeeding his or her electionand until his or her respective successor shall have been duly elected and qualified. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, if the number of directors that constitutes the Boardof Directors is changed, any newly created directorships or decrease in directorships shall be so apportioned by the Board of Directors among the classes as to make all classes as nearly equal in number as is practicable, provided that no decreasein the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. 

(c)Notwithstanding the foregoing provisions of this Section 5.1, and subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, each director shall serve until his or her successor is duly electedand qualified or until his or her earlier death, resignation, or removal. 

(d) Elections of directors need not be by writtenballot unless the Bylaws of the corporation shall so provide. 

5.3 Removal. Subject to the rights of holders of anyseries of Preferred Stock with respect to the election of directors, a director may be removed from office by the stockholders of the corporation only for cause. 

5.4 Vacancies and Newly Created Directorships. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, and except as otherwise provided in theDGCL, vacancies occurring on the Board of Directors for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of the Board ofDirectors, although less than a quorum, or by a sole remaining director, at any meeting of the Board of Directors. A person so elected by the Board of Directors to fill a vacancy or newly created directorship shall hold office until the nextelection of the class for which such director shall have been assigned by the Board of Directors and until his or her successor shall be duly elected and qualified. 

**ARTICLE VI**

In furtherance and not in limitation of the powers conferredby statute, the Board of Directors of the corporation is expressly authorized to adopt, amend or repeal the Bylaws of the corporation. 

**ARTICLE VII**

7.1 No Action by Written Consent of Stockholders.Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, any action required or permitted to be taken by stockholders of the corporationmust be effected at a duly called annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting. 

 
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7.2 Special Meetings. Except as otherwise expressly provided by the terms of anyseries of Preferred Stock permitting the holders of such series of Preferred Stock to call a special meeting of the holders of such series, special meetings of stockholders of the corporation may be called only by the Board of Directors, thechairperson of the Board of Directors, the chief executive officer or the president (in the absence of a chief executive officer), and the ability of the stockholders to call a special meeting is hereby specifically denied. The Board of Directorsmay cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders. 

7.3 Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the corporationshall be given in the manner provided in the Bylaws of the corporation. 

**ARTICLE VIII**

8.1 Limitation of Personal Liability. To the fullest extent permitted by the DGCL, as it presently exists or may hereafter beamended from time to time, 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. If the DGCL is amended to authorize corporate actionfurther eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or amendment of thisSection 8.1 by the stockholders of the corporation or by changes in law, or the adoption of any other provision of this Certificate of Incorporation inconsistent with this Section 8.1 will, unless otherwise required by law, be prospectiveonly (except to the extent such amendment or change in law permits the corporation to further limit or eliminate the liability of directors) and shall not adversely affect any right or protection of a director of the corporation existing at the timeof such repeal or amendment or adoption of such inconsistent provision with respect to acts or omissions occurring prior to such repeal or amendment or adoption of such inconsistent provision. 

8.2 Indemnification. To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time totime, the corporation is also authorized to provide indemnification of (and advancement of expenses to) its directors, officers and agents of the corporation (and any other persons to which the DGCL permits the corporation to provideindemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise. 

**ARTICLE IX**

The corporation reserves the right to amend, alter, change orrepeal any provision contained in this Certificate of Incorporation (including any rights, preferences or other designations of Preferred Stock), in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL; and allrights, preferences and privileges herein conferred upon stockholders by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article IX. 

 
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IN WITNESS WHEREOF, Pacific Biosciences of California, Inc. has causedthis Amended and Restated Certificate of Incorporation to be signed by a duly authorized officer of the Corporation on this1st day of November, 2010. 

 
By: 
    /s/ Hugh Martin
   Hugh Martin   Chief Executive Officer
 
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