Exhibit 3.1





RESTATED


CERTIFICATE OF INCORPORATION


OF


DELTAGEN, INC.





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





FIRST.    The name of the corporation is Deltagen, Inc.





SECOND.    The date of filing of the corporations original Certificate of Incorporation with the
Secretary of State of Delaware was January 28, 1997.





THIRD.    The Certificate of Incorporation of the
corporation shall be amended and restated to read in full as follows:





ARTICLE I





The name of the corporation is Deltagen, Inc.





ARTICLE II





The address of its registered office in the State of Delaware is Corporation Trust Center, 1209
Orange Street, in the 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 is to
engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.





ARTICLE IV





(A)    Classes of Stock.    The total number of shares of all classes of
capital stock which the corporation shall have authority to issue is eighty million (80,000,000), of which seventy-five million (75,000,000) shares of the par value of one tenth of one cent ($.001) each shall be Common Stock (the Common
Stock) and five million (5,000,000) shares of the par value of one tenth of one cent ($.001) each shall be Preferred Stock (the




1




---

Preferred Stock). The number of authorized shares of Common Stock or Preferred 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 of the then outstanding shares of Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such Preferred Stock holders is required pursuant to
the provisions established by the Board of Directors of this corporation (the Board of Directors) in the resolution or resolutions providing for the issue of such Preferred Stock, and if such holders of such Preferred Stock are so
entitled to vote thereon, then, except as may otherwise be set forth in this Restated Certificate of Incorporation, the only stockholder approval required shall be the affirmative vote of a majority of the combined voting power of the Common Stock
and the Preferred Stock so entitled to vote.





(B)    Preferred Stock.    The
Preferred Stock may be issued from time to time in one or more series. The Board of Directors is expressly authorized to provide for the issue, in one or more series, of all or any of the remaining shares of Preferred Stock and, in the resolution or
resolutions providing for such issue, to establish for each such series the number of its shares, the voting powers, full or limited, of the shares of such series, or that such shares shall have no voting powers, and the designations, preferences
and relative, participating, optional or other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof. The Board of Directors is also expressly authorized (unless forbidden in the resolution or
resolutions providing for such issue) to increase or decrease (but not below the number of shares of the series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. In case the number of shares of
any such series shall be so decreased, 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.





(C)    Common Stock.





(1)    Relative Rights of Preferred Stock and Common Stock.    All preferences, voting powers, relative, participating, optional or other special rights and privileges,
and qualifications, limitations, or restrictions of the Common Stock are expressly made subject and subordinate to those that may be fixed with respect to any shares of the Preferred Stock.





(2)    Voting Rights.    Except as otherwise required by law or this Restated Certificate of Incorporation, each holder of Common Stock
shall have one vote in respect of each share of stock held by such holder of record on the books of the corporation for the election of directors and on all matters submitted to a vote of stockholders of the corporation.





(3)    Dividends.    Subject to the preferential rights of the Preferred Stock, the holders of shares of
Common Stock shall be entitled to receive, when and if declared by the Board of Directors, out of the assets of the corporation which are by law available therefor, dividends payable either in cash, in property or in shares of capital stock.




2




---




(4)    Dissolution, Liquidation or Winding
Up.    In the event of any dissolution, liquidation or winding up of the affairs of the corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of the Preferred
Stock, holders of Common Stock shall be entitled, unless otherwise provided by law or this Restated Certificate of Incorporation, to receive all of the remaining assets of the corporation of whatever kind available for distribution to stockholders
ratably in proportion to the number of shares of Common Stock held by them respectively.





ARTICLE V





The corporation is to have perpetual existence.





ARTICLE VI





In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware:





(A)    Amendment to Charter.    Notwithstanding any other provision of this
Certificate of Incorporation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66K%) of the voting power of all of the then outstanding shares of the stock of the corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to amend in any respect or repeal this Article VI and Articles VII and VIII below.





(B)    Amendment of Bylaws.    The Board of Directors of the corporation is expressly authorized to adopt, amend or repeal the Bylaws of the corporation, provided,
however, that any adoption, amendment or repeal of Bylaws of the corporation by the Board of Directors shall require the approval of at least sixty-six and two-thirds percent (66K%) of the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorships at the time any resolution providing for adoption, amendment or repeal is presented to the Board of Directors). The stockholders shall also have power to adopt, amend or repeal Bylaws of the
corporation, provided, however, 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 sixty-six
and two-thirds percent (66K%) of the voting power of all of the then outstanding shares of the stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for such adoption,
amendment or repeal by the stockholders of any provisions of the Bylaws of the corporation.





(C)    Written Ballot Not Required.    Elections of directors need not be by written ballot unless the Bylaws of the corporation shall so provide.





(D)    Classified Board.    The Board of Directors shall be divided into three classes, designated Class
I, Class II and Class III, as nearly equal in number as possible, and the term of office of directors of one class shall expire at each annual meeting of




3




---

stockholders, and in all cases as to each director until his or her successor shall be elected and shall qualify or until his or her earlier resignation, removal from office, death or incapacity.
Additional directorships resulting from an increase in number of directors shall be apportioned among the classes as equally as possible. At each annual meeting of stockholders the number of directors equal to the number of directors of the class
whose term expires at the time of such meeting (or, if less, the number of directors properly nominated and qualified for election) shall be elected to hold office until the third succeeding annual meeting of stockholders after their election.





(E)    No Action By Written Consent.    No action required or permitted to be
taken at any annual or special meeting of the stockholders may be taken without a meeting and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied. Special meetings of the
stockholders of the corporation may be called only by the Chairman of the Board or the Chief Executive Officer of the corporation or by a resolution adopted by the affirmative vote of a majority of the Board of Directors.





(F)    Corporate Records.    The books of the corporation may be kept at such place within or without the
State of Delaware as the Bylaws of the corporation may provide or as may be designated from time to time by the Board of Directors of the corporation.





ARTICLE VII





(A)    No Personal
Liability.    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, except for liability (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 of the Delaware General Corporation
Law or (iv) for any transaction from which the director derived an improper personal benefit.





(B)    Indemnification.    Each person who is or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative
or investigative (hereinafter a proceeding), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized 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 than said law
permitted the corporation to provide prior to such amendment),




4




---

against all expense, liability and loss (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in the second paragraph hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the corporation any expenses incurred in
defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be
made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under
this section or otherwise. The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.





If a claim under the first paragraph of this section is not paid in full by the corporation within thirty (30) days after a
written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met
the applicable standard of conduct.





The right to indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this section shall not be exclusive of any other right which any person may have or hereafter acquire under any




5




---

statute, provision of the Restated Certificate of Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.





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





(D)    Any repeal or modification of the foregoing
provisions of this Article VII shall not adversely affect any right or protection of any director, officer, employee or agent of the corporation existing at the time of such repeal or modification.





ARTICLE VIII





The corporation
reserves the right to amend or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon a stockholder herein are granted subject to this reservation.





FOURTH.    This Restated Certificate of Incorporation was duly adopted by the Board of Directors of the
corporation.





FIFTH.    This Restated Certificate of Incorporation was duly adopted by the stockholders in
accordance with sections 242 and 245 of the General Corporation Law of the State of Delaware. Written consent of the stockholders has been given with respect to this Restated Certificate of Incorporation in accordance with section 228 of the General
Corporation Law of the State of Delaware, and written notice has been given as provided in section 228.





IN WITNESS WHEREOF,
said Deltagen, Inc. has caused this Certificate to be signed by its Secretary, Augustine G. Yee, this 8th day of August, 2000.


By

/s/    AUGUSTINE G. YEEAugustine G. Yee Secretary




6