EXHIBIT 3.1



AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF TERCICA, INC.

a Delaware corporation



TERCICA, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:



A. The name of the corporation, which was originally
incorporated as Tercica Medica, Inc., is Tercica, Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on December 14, 2001.



B. This Amended and Restated Certificate of Incorporation amends , restates
and integrates the provisions of the Certificate of Incorporation of this corporation in accordance with the applicable provisions of Sections 242 and 245 of the Delaware General Corporation Law, as it may be amended from time to time (the
DGCL) and was duly adopted by (i) the requisite vote of the Board of Directors of this corporation in accordance with the applicable provision of Sections 242 and 245 of the DGCL and (ii) the written consent of the stockholders of
this corporation entitled to vote thereon in accordance with the provisions of Sections 228, 242 and 245 of the DGCL, and written notice of the action taken was provided to all non-participating stockholders in accordance with the provisions of
Section 228 of the DGCL.



C. The text of the Certificate of
Incorporation of this corporation is hereby amended and restated in its entirety as set forth in Exhibit A attached hereto.



IN WITNESS WHEREOF, Tercica, Inc. has caused this Amended and Restated Certificate of Incorporation to be executed by the undersigned officer, thereunto
duly authorized, this 22nd day of March, 2004.



TERCICA, INC. a Delaware
corporationBy:

/s/    John A. Scarlett, M.D.John A. Scarlett, M.D.President and Chief Executive Officer






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EXHIBIT A



ARTICLE I



The name of this corporation is Tercica, Inc. (hereinafter, the Corporation).



ARTICLE II



The address of the Corporations registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware
19801. The name of its registered agent at such address is The Corporation Trust Company.



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 General Corporation Law of the State of Delaware.



ARTICLE IV



This Corporation is authorized to issue shares as follows:



100,000,000 shares of Common Stock, par value $0.001 per share. Each share of
Common Stock shall entitle the holder thereof to one (1) vote on any matter submitted to a vote at a meeting of stockholders.



5,000,000 shares of Preferred Stock, par value $0.001 per share, which initially shall be undesignated as to series. Any Preferred Stock not previously
designated as to series may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board),
and such resolution or resolutions shall also set forth the voting powers, full or limited or none, of each such series of Preferred Stock and shall fix the designations, preferences and relative, participating, optional or other special rights of
each such series of Preferred Stock and the qualifications, limitations or restrictions of such powers, designations, preferences or rights. The Board of Directors is also authorized to fix the number of shares of each such series of Preferred
Stock. The Board of Directors is authorized to alter the powers, designation, preferences, rights, qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock, to increase or decrease (but not below the number of shares of any such series then
outstanding) the number of shares of any such series subsequent to the issue of shares of that series.



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Each share of Preferred Stock issued by the Corporation, if reacquired by the Corporation (whether by
redemption, repurchase, conversion to Common Stock or other means), shall upon such reacquisition resume the status of authorized and unissued shares of Preferred Stock, undesignated as to series and available for designation and issuance by the
Corporation in accordance with the immediately preceding paragraph.



The Corporation shall from time to time in accordance with the laws of the State of Delaware increase the authorized amount of its Common Stock if at any time the number of shares of Common Stock remaining unissued and available for
issuance shall not be sufficient to permit conversion, if applicable, of the Preferred Stock.



Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise
required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the
terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this
Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock).



ARTICLE V



The Corporation is to have perpetual existence.



ARTICLE VI



Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the Board of Directors
shall be divided into three classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. Each class shall consist, as
nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At the first annual meeting of stockholders following the date hereof, the term of office of the Class I directors shall expire and
Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the date hereof, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full
term of three years. At the third annual meeting of stockholders following the date hereof, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual
meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. If the number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that
shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. Notwithstanding the



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foregoing provisions of this Article VI, each director shall serve until his successor is duly elected and qualified or
until his earlier death, resignation or removal.



ARTICLE
VII



Section 1. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors.



Section 2. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation. The affirmative vote
of at least a majority of the Board of Directors then in office shall be required in order for the Board of Directors to adopt, amend, alter or repeal the Corporations Bylaws. The Corporations Bylaws also may be adopted, amended, altered
or repealed by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors; provided, however, that the
provisions of Sections 2.3, 2.4, 2.11, 2.15 and 2.16 and of Article X of the Bylaws, as well as any provision of the Bylaws concerning the authorized number of directors, the filling of vacancies arising through death, resignation, disqualification,
removal, an increase in the number of directors or otherwise, or the removal of directors, may be adopted, amended, altered or repealed by the stockholders only upon the affirmative vote of the holders of at least eighty percent (80%) of the voting
power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors. No Bylaw hereafter legally adopted, amended, altered or repealed by the stockholders of the Corporation shall invalidate any prior
act of the directors or officers of the Corporation which would have been valid if such Bylaw had not been adopted, amended, altered or repealed.



Section 3. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.



Section 4. At the election of directors of the Corporation, each holder of
Common Stock shall be entitled to one vote for each share held. No stockholder will be permitted to cumulate votes at any election of directors.



Section 5. The number of directors that constitute the whole Board of Directors shall be fixed exclusively in the number designated in the Bylaws of the
Corporation.



ARTICLE VIII



Section 1. To the fullest extent permitted by the General Corporation Law of
Delaware, as now or hereafter in effect, 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 General Corporation Law of Delaware
is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated to the fullest extent permitted by the General Corporation Law of
Delaware, as so amended.



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Section 2. To the fullest extent permitted by law, the Corporation is authorized to provide
indemnification of (and advancement of expenses to) directors, officers, employees and other agents of the Corporation (and any other persons to which Delaware law permits the Corporation to provide indemnification), through Bylaw provisions,
agreements with any such director, officer, employee or other agent or other person, vote of stockholders or disinterested directors, or otherwise.



Section 3. Neither any amendment or repeal of any Section of this Article VIII, nor the adoption of any provision of this Certificate of Incorporation or
the Bylaws of the Corporation inconsistent with this Article VIII, shall adversely affect any right or protection of any director, officer, employee or other agent established pursuant to this Article VIII existing at the time of such amendment,
repeal or adoption of an inconsistent provision, including without limitation by eliminating or reducing the effect of this Article VIII, for or in respect of any act, omission or other matter occurring, or any action or proceeding accruing or
arising (or that, but for this Article VIII, would accrue or arise), prior to such amendment, repeal or adoption of an inconsistent provision.



ARTICLE IX



Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject
to any provision contained in the statutes) outside of 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 Bylaws of the Corporation.



ARTICLE X



Section 1. Except as otherwise provided for or fixed by or pursuant to the
provisions of Article IV hereof in relation to the rights of the holders of Preferred Stock to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors, created in accordance
with the Bylaws of the Corporation, and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors, or by a sole remaining director, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of
the class of directors in which the new directorship was created or the vacancy occurred and until such directors successor shall have been elected and qualified, or until such directors earlier death, resignation or removal. No decrease
in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.



Section 2. Any director or the entire Board of Directors may be removed from office at any time, but only for cause, and only by the affirmative vote of
the holders of at least a majority of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors.



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ARTICLE XI



Advance notice of new business and stockholder nominations for the election of directors shall be given in the manner and to
the extent provided in the Bylaws of the Corporation.



ARTICLE XII



Section 1. Stockholders of
the Corporation (if the Corporation has more than one stockholder at such time) may not take action by written consent in lieu of a meeting but must take any actions at a duly called annual or special meeting.



Section 2. Unless otherwise required by law, special meetings of the
stockholders of the Corporation, for any purpose or purposes, may be called only by (i) the Board of Directors of the Corporation, (ii) the Chairman of the Board of Directors of the Corporation, or (iii) the Chief Executive Officer (or, in the
absence of a Chief Executive Officer, the President) of the Corporation.



ARTICLE XIII



The Corporation reserves
the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statue, and all rights conferred upon stockholders herein are granted subject to this reservation;
provided, however, that the provisions of Articles VI, VII, X, XI and XII hereof and of this Article XIII may be amended, altered, changed or repealed only upon the affirmative vote of the holders of at least eighty percent (80%) of
the voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors.



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