|   | FIRST:  | That      at a meeting of the Board of Directors of the Corporation, resolutions      were duly adopted setting forth a proposed amendment of the Corporation’s      Restated Certificate of Incorporation, as amended, declaring such      amendment to be advisable and calling a meeting of the Corporation’s      stockholders for consideration thereof.  The resolution setting      forth the proposed amendment is as follows: |
|--------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         | RESOLVED      that, subject to the approval of the stockholders of the Corporation, the      Corporation’s restated certificate of incorporation, as amended, be      further amended      by changing Section 4.01(a) of Article IV thereof so that, as amended,      such Section shall be and read as follows: |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |     | “(a)      The total number of shares of stock that the Corporation shall have the      authority to issue is 305,000,000 shares of capital stock, consisting      of (i) 5,000,000 shares of preferred stock, par value $0.01 per share      (the “Preferred Stock”), and (ii)      300,000,000 shares of common      stock, par value $0.001 per share (the “Common      Stock”).” |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   | SECOND: | That      thereafter, pursuant to a resolution of its Board of Directors, a special      meeting of the Corporation’s stockholders was duly called and held upon      notice in accordance with the provisions of Section 222 of the DGCL, at      which meeting the necessary number of shares as required by applicable law      were voted in favor of such amendment.                                                                              |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | THIRD   | That      such amendment was duly adopted in accordance with the provisions of      Section 242 of the DGCL.                                                                                                                                                                                                                                                                                                                                                 |

| LEXICON      PHARMACEUTICALS, INC |
|-----------------------------------|
|                              |   |
|                              |   |
| By:                               | /s/      Jeffrey L. Wade |
|                              | Executive      Vice President and General Counsel |