EXHIBIT 3.1 

**AMENDED AND RESTATED**

**CERTIFICATE OF INCORPORATION**

**OF**

**MAP PHARMACEUTICALS, INC.**

Timothy S. Nelson and Charlene A. Friedman, hereby certify that: 

**ONE:**The corporation was incorporated on December 11, 2003 under the name MAP Pharmaceuticals, Inc. pursuant to the General Corporation Law.

**TWO:**They are the President and Chief Executive Officer and the Secretary, respectively, of MAP Pharmaceuticals, Inc., a Delawarecorporation. 

**THREE:**This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisionsof Sections 242, 245 and 228 of the General Corporation Law of the State of Delaware (the “DGCL”), and prompt written notice will be duly given pursuant to Section 228 of the DGCL. 

**FOUR:**This Amended and Restated Certificate of Incorporation amends and restates the Seventh Amended and Restated Certificate of Incorporation ofthis corporation to read as follows: 

**ARTICLE I**

The name of the corporation is MAP Pharmaceuticals, Inc. (the “Corporation”). 

**ARTICLE II**

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

**ARTICLE III**

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may beorganized under the Delaware General Corporation Law. 

**ARTICLE IV**

A. This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.”The total number of shares that the Corporation is authorized to issue is one hundred five million (105,000,000) shares, one hundred million (100,000,000) shares of which shall be Common Stock and five million (5,000,000) shares ofwhich shall be Preferred Stock. The Common Stock shall have a par value of $0.01 per share and the Preferred Stock shall have a par value of $0.01 per share. 

B. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors ofthe Corporation (the “Board of Directors”) is hereby authorized, by filing a certificate (a “Certificate of Designation”) pursuant to the Delaware General Corporation Law, to fix or alter from time to time the designation,powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions of any wholly unissued series of Preferred Stock, and to establish from time to time the number of shares constituting any suchseries or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any seriesshall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. 

**ARTICLE V**

For the management of thebusiness and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is furtherprovided that: 

A. (1) The management of the business and the conduct of the affairs of the Corporation shall be vested in the Board ofDirectors. The number of directors which shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of Directors. 

(2) The directors shall be divided into three classes, designated as Class I, Class II and Class III, as nearly equal innumber as possible. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the effectiveness of this Amended and RestatedCertificate of Incorporation (the “Qualifying Record Date”), 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 ofstockholders, following the Qualifying Record Date, 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 theQualifying Record Date, 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 afull term of three years to succeed the directors of the class whose terms expire at such annual meeting. 

Notwithstandingthe foregoing provisions of this Article V(A), each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shallshorten the term of any incumbent director. 

(3) The Board of Directors or any individual director may be removed fromoffice at any time (i) with cause by the affirmative vote of the holders of a majority of the voting 

 

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power of all the then outstanding shares of voting stock of the Corporation, entitled to vote at an election of directors (the “Voting Stock”) or(ii) without cause by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3 %) of the voting power of all the then-outstanding shares of the Voting Stock. 

(4) Any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newlycreated directorships resulting from any increase in the number of directors, shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders, except asotherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with thepreceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. 

B. (1) Subject to Article IX of the Bylaws, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expresslyauthorized to make, alter or repeal Bylaws of the Corporation. Notwithstanding the foregoing, the Bylaws of the Corporation may be rescinded, altered, amended or repealed in any respect by the affirmative vote of the holders of at least sixty-sixand two-thirds percent (66-2/3 %) of the voting power of all the then-outstanding shares of the Voting Stock. 

(2) Thedirectors of the Corporation need not be elected by written ballot unless the Bylaws so provide. 

(3) No action shall betaken by the stockholders of the Corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws, and no action shall be taken by the stockholders by written consent. 

(4) Special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, by the Board of Directors,chairperson of the Board of Directors, chief executive officer or president (in the absence of a chief executive officer), but such special meetings may not be called by any other person or persons. 

(5) Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before anymeeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation. 

**ARTICLE VI**

A. To the maximum extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a directorof 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 Delaware General Corporation Law is amended after approval by the stockholders of thisArticle VI 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 or limited to the fullest extent permitted by the Delaware GeneralCorporation Law as so amended. 

 

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B. The Corporation may indemnify to the fullest extent permitted by law any person made or threatened tobe made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer, employee or agent of the Corporation or any predecessor ofthe Corporation, or serves or served at any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor to the Corporation. 

C. Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of the Corporation’s certificate of incorporationinconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VI, would accrue or arise, prior to suchamendment, repeal or adoption of an inconsistent provision. 

**ARTICLE VII**

Notwithstanding any other provisions of this Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit alesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law, this Amended and Restated Certificate of Incorporation or any Certificate of Designation, theaffirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the Voting Stock, voting together as a single class, shall be required to alter, amend or repealArticles V, VI, and VII. 

**ARTICLE VIII**

This Amended and Restated Certificate of Incorporation shall be effective as of 10:00 a.m. Eastern Daylight Time, on October 11, 2007. 

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IN WITNESS WHEREOF, the undersigned have executedthis Amended and Restated Certificate of Incorporation on this 10th day of October, 2007. 

 
By: /s/ Timothy S. Nelson 
Timothy S. Nelson

President and Chief ExecutiveOfficer

 
By: /s/ Charlene A. Friedman 
Charlene A. Friedman

Secretary

**[Signature Page to Amended and Restated Certificate of Incorporation]**