**Exhibit 3.1**

**RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**MYRIAD PHARMACEUTICALS, INC.**

**(Originally incorporated on January 5, 2009)**

FIRST: The name of the corporation (hereinafter called the “Corporation”) is 

**MYRIAD PHARMACEUTICALS, INC.**

SECOND: The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware is Corporation Service Company. 

THIRD: The nature of the business to be conducted and the purposes of the Corporation are: 

To purchase or otherwise acquire, invest in, own, lease, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade anddeal in and with real property and personal property of every kind, class and description (including, without limitation, goods, wares and merchandise of every kind, class and description), to manufacture goods, wares and merchandise of every kind,class and description, both on its own account and for others; 

To make and perform agreements and contracts of every kind anddescription; and 

Generally to engage in any lawful act or activity or carry on any business for which corporations may beorganized under the Delaware General Corporation Law or any successor statute. 

FOURTH: 

A. Designation and Number of Shares. 

The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 65,000,000 shares,consisting of 60,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”) and 5,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”). 

B. Preferred Stock. 

1. Shares of Preferred Stock may be issued in one or more series at such time or times and for such consideration as the Board ofDirectors may determine. 

 

1 

2. Authority is hereby expressly granted to the Board of Directors to fix from time to time,by resolution or resolutions providing for the establishment and/or issuance of any series of Preferred Stock, the designation and number of the shares of such series and the powers, preferences and rights of such series, and the qualifications,limitations or restrictions thereof, to the fullest extent such authority may be conferred upon the Board of Directors under the Delaware General Corporation Law. 

The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of sharesthereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, without a vote of the holders of the PreferredStock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock designation. 

C. Common Stock. 

The holders of the Common Stock are entitled to one vote for each share held; provided , however , that, except as otherwiserequired by law, holders of Common Stock shall not be entitled to vote on any amendment to this Restated Certificate of Incorporation (including any certificate of designation relating to Preferred Stock) that relates solely to the terms of one ormore 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 RestatedCertificate of Incorporation (including any certificate of designation relating to Preferred Stock). 

FIFTH: The followingprovisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders: 

A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to thepowers and authority expressly conferred upon them by statute or by this Restated Certificate of Incorporation or the Bylaws of the Corporation as in effect from time to time, the directors are hereby empowered to exercise all such powers and do allsuch acts and things as may be exercised or done by the Corporation. 

B. The directors of the Corporation need not be electedby written ballot unless the Bylaws so provide. 

C. Subject to the rights of the holders of any series of Preferred Stock thenoutstanding, any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of stockholders of the Corporation and not by written consent. 

D. Special meetings of the stockholders may only be called by the Board of Directors acting pursuant to a resolution adopted by amajority of the Whole Board. For the purposes of this Restated Certificate of Incorporation, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorizeddirectorships. 

 

2 

SIXTH: 

A. Subject to the rights of the holders of shares of any series of Preferred Stock then outstanding to elect additional directors underspecified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. 

B. The directors, other than those who may be elected by the holders of shares of any series of Preferred Stock under specifiedcircumstances, shall be divided into three classes, with the term of office of the first class to expire at the first annual meeting of stockholders following the initial classification of directors, the term of office of the second class to expireat the second annual meeting of stockholders following the initial classification of directors, and the term of office of the third class to expire at the third annual meeting of stockholders following the initial classification of directors. Ateach annual meeting of stockholders, directors elected to succeed those directors whose terms expire, other than directors elected by the holders of any series of Preferred Stock under specified circumstances, shall be elected for a term of officeto expire at the third succeeding annual meeting of stockholders after their election and until their successors are duly elected and qualified. The Board of Directors is authorized to assign members of the Board already in office to such classes asit may determine at the time the classification of the Board of Directors pursuant to this Restated Certificate of Incorporation becomes effective. 

C. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from anyincrease in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by law or by resolution ofthe Board of Directors, be filled only by a majority vote of the directors then in office even though less than a quorum, or by a sole remaining director, and not by stockholders, and directors so chosen shall serve for a term expiring at the annualmeeting of stockholders at which the term of office of the class to which they have been chosen expires or until such director’s successor shall have been duly elected and qualified. No decrease in the authorized number of directors shallshorten the term of any incumbent director. 

D. Advance notice of stockholder nominations for the election of directors and ofbusiness to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation. 

E. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board ofDirectors, may be removed from office at any time only for cause and only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all of the then-outstanding shares of capital stock of the Corporationentitled to vote at an election of the directors, voting together as a single class. 

 

3 

SEVENTH: The Board of Directors is expressly empowered to adopt, amend or repeal the Bylawsof the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the Bylawsof the Corporation; provided, that in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Restated Certificate of Incorporation, the affirmative vote of the holders of at least eightypercent (80%) of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholdersto adopt, amend or repeal any provision of the Bylaws of the Corporation. 

EIGHTH: 

A. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation,as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation asa director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of suchproceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Corporation to the fullest extentpermitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights thansuch law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred orsuffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Paragraph C of this Article EIGHTH with respect to proceedings to enforce rights to indemnification or as otherwise required by law, the Corporationshall not be required to indemnify or advance expenses to any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee unless such proceeding (or part thereof) was authorized by the Board of Directors of theCorporation. 

B. In addition to the right to indemnification conferred in Paragraph A of this Article EIGHTH, an Indemniteeshall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Lawrequires, an advancement of expenses incurred by an Indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employeebenefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no furtherright to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Paragraph B or otherwise. 

 

4 

C. If a claim under Paragraph A or B of this Article EIGHTH is not paid in full by theCorporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee mayat any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to theterms of an undertaking, the Indemnitee shall also be entitled to be paid the expenses of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit broughtby the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shallbe entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including itsdirectors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in thecircumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its directors who are not parties to such action, acommittee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, inthe case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover anadvancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article EIGHTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in this Article EIGHTH shall not be exclusiveof any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation as amended from time to time, the Corporation’s Bylaws, any agreement, any vote of stockholders ordisinterested directors or otherwise. 

E. The Corporation may maintain insurance, at its expense, to protect itself and anydirector, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify suchperson against such expense, liability or loss under the Delaware General Corporation Law. 

F. The Corporation may, to theextent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article EIGHTH with respectto the indemnification and advancement of expenses of directors and officers of the Corporation. 

 

5 

G. The rights conferred upon Indemnitees in this Article EIGHTH shall be contract rights andsuch rights shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of thisArticle EIGHTH that adversely affects any right of an Indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any actionor omission to act that took place prior to any such amendment, alteration or repeal. 

NINTH: No director shall be personallyliable to the Corporation or its stockholders for any monetary damages for breaches of fiduciary duty as a director; provided that this provision shall not eliminate or limit the liability of a director, to the extent that such liability is imposedby applicable law, (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;(iii) under Section 174 or successor provisions of the Delaware General Corporation Law; or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this provision shall applyto or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. If the Delaware General Corporation Law is amended to authorizecorporate 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 General Corporation Law, as soamended. All references in this Article NINTH to a director shall also be deemed to refer to any such director acting in his or her capacity as a Continuing Director (as defined in Article ELEVENTH). 

TENTH: The Corporation reserves the right to amend or repeal any provision contained in this Restated Certificate of Incorporation in themanner prescribed by the Delaware General Corporation Law and all rights conferred upon stockholders are granted subject to this reservation; provided that in addition to the vote of the holders of any class or series of stock of the Corporationrequired by law or by this Restated Certificate of Incorporation, the affirmative vote of the holders of shares of voting stock of the Corporation representing at least eighty percent (80%) of the voting power of all of the then outstandingshares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter or repeal, or adopt any provision inconsistent with, Articles FIFTH, SIXTH,SEVENTH, EIGHTH, NINTH, this Article TENTH and Article ELEVENTH of this Restated Certificate of Incorporation. 

ELEVENTH: TheBoard of Directors is expressly authorized to cause the Corporation to issue rights pursuant to Section 157 of the Delaware General Corporation Law and, in that connection, to enter into any agreements necessary or convenient for such issuance,and to enter into other agreements necessary and convenient to the conduct of the business of the Corporation. Any such agreement may include provisions limiting, in certain circumstances, the ability of the Board of Directors of the Corporation toredeem the securities issued pursuant thereto or to take other action thereunder or in connection therewith unless there is a specified number or percentage of Continuing Directors then in office. Pursuant to Section 141(a) of the DelawareGeneral Corporation Law, the Continuing Directors shall have the power and authority to make all decisions and determinations, and exercise or perform such 

 

6 

other acts, that any such agreement provides that such Continuing Directors shall make, exercise or perform. For purposes of this Article ELEVENTH and any such agreement, the term,“Continuing Directors,” shall mean (1) those directors who were members of the Board of Directors of the Corporation at the time the Corporation entered into such agreement and any director who subsequently becomes a member of theBoard of Directors, if such director’s nomination for election to the Board of Directors is recommended or approved by the majority vote of the Continuing Directors then in office or (2) such members of the Board of Directors designatedin, or in the manner provided in, such agreement as Continuing Directors. 

 

7 

IN WITNESS WHEREOF, this Restated Certificate of Incorporation, whichrestates and integrates and further amends the provisions of the Restated Certificate of Incorporation of this Corporation, and which has been duly adopted in accordance with Sections 228, 242 and 245 of the Delaware General Corporation Law, hasbeen duly executed by its duly authorized officer this 5thday of June, 2009. 

 
MYRIAD PHARMACEUTICALS, INC.By: 
/s/ Adrian N. Hobden
 Adrian N. Hobden, Ph.D. President
 

8