**Exhibit 3.1**

**AMENDED AND RESTATED**

**CERTIFICATE OF INCORPORATION**

**OF**

**CONOR MEDSYSTEMS, INC.**

**CONOR MEDSYSTEMS, INC.**, a corporation organized and existing under the GeneralCorporation Law of the State of Delaware, does hereby certify as follows: 

**FIRST:**The name of the corporation is ConorMedsystems, Inc. 

**SECOND:**The date of filing the original Certificate of Incorporation of this corporation with theSecretary of State of the State of Delaware is October 25, 1999. 

**THIRD:**The Amended and Restated Certificate ofIncorporation of this corporation is hereby amended and restated to read as follows: 

“**I.**

The name of the corporation is Conor Medsystems, Inc. (the “***Company***”). 

**II.**

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

**III.**

The purpose of this corporationis to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“***DGCL***”). 

**IV.**

**A.**The Company is authorized to issue two classes of stock to be designated,respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Company is authorized to issue is one hundred fifty-five million (155,000,000) shares. Of these shares, one hundred fifty million(150,000,000) shares of which shall be Common Stock (the “***Common Stock***”) and five million (5,000,000) shares of which shall be Preferred Stock (the “***Preferred Stock***”). The Preferred Stockshall have a par value of one-tenth of one cent ($0.001) per share and the Common Stock shall have a par value of one-tenth of one cent ($0.001) per share. 

**B.**The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby expressly authorized to provide for the issue of all of any of the shares of the Preferred Stock inone or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rightsand such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the DGCL. TheBoard of Directors is also expressly authorized 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 ofshares of any series shall 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 suchseries. 

**C.**Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted tothe stockholders of the Company 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 anycertificate 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 togetheras 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). 

**V.**

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

**A.**

**1.Management of Business.**

The management of the business and the conduct of the affairs of the Company shall be vested in its Board ofDirectors. The number of directors that shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted by a majority of the authorized number of directors constituting the Board of Directors. 

**2. Board of Directors.**

**a.**Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, immediately following the closing of the initial public offering pursuant to an effective registration statementunder the Securities Act of 1933, as amended (the “***1933 Act***”), covering the offer and sale of Common Stock to the public (the “***Initial Public Offering***”), the directors shall be divided into threeclasses designated as Class I, Class II and Class III, respectively. At the first annual meeting of stockholders following the closing of the Initial Public Offering, the term of office of the Class I directors shall expire and Class I directorsshall be elected for a full term of three years. At the second annual meeting of stockholders following the Initial Public Offering, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term ofthree years. At the third annual meeting of stockholders following the Initial Public Offering, 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 succeedingannual 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. 

**b.**During such time or times that the corporation is subject to Section 2115(b) of the California General Corporation Law(“***CGCL***”), Section A. 2. a. of this Article V shall not apply and all directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. 

**c.** No stockholder entitled to vote at an election for directors may cumulate votes to which suchstockholder is entitled, unless, at the time of such election, the corporation is subject to Section 2115(b) of the CGCL. During such time or times that the corporation is subject to Section 2115(b) of the CGCL, every stockholder entitledto vote at an election for directors may cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares areotherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder thinks fit. No stockholder, however, shall be entitled to so cumulate such stockholder’s votes unless (i) thenames of such candidate or candidates have been placed in nomination prior to the voting and (ii) the stockholder has given notice at the meeting, prior to the voting, of such stockholder’s intention to cumulate such stockholder’svotes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number ofvotes, up to the number of directors to be elected, are elected. 

**d.**Notwithstanding the foregoing provisions of this section, eachdirector 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 shall shorten the term of any incumbent director.

**3. Removal of Directors.**

**a.**During such time or times that the corporation is subject to Section 2115(b) of the CGCL, the Board of Directors or any individual director may be removed from office at any time without cause by the affirmative vote of theholders of at least a majority of the outstanding shares entitled to vote on such removal; *provided, however,* that unless the entire Board is removed, no individual director may be removed when the votes cast against such director’sremoval, or not consenting in writing to such removal, would be sufficient to elect that director if voted cumulatively at an election which the same total number of votes were cast (or, if such action is taken by written consent, all sharesentitled to vote were voted) and the entire number of directors authorized at the time of such director’s most recent election were then being elected. 

**b.** At any time or times that the corporation is not subject to Section 2115(b) of the CGCL and subject to any limitations imposed by law, Section A. 3. a. above shall no longer apply and removal shallbe as provided in Section 141(k) of the DGCL. 

**4. Vacancies.**

**a.**Except (i) as otherwise provided by applicable law, or (ii) as may be otherwise determined by the Board of Directors by resolution,and subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from anyincrease in the number of directors, shall 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. Except (i) as otherwiseprovided by applicable law, or (ii) as may be otherwise determined by the Board of Directors by resolution, and subject to the rights of the holders of any series of Preferred Stock, any director elected in accordance with the precedingsentence 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.**At any time or times that the Company is subject to Section 2115(b) of the CGCL, if,after the filling of any vacancy by the directors then in office who have been elected by stockholders shall constitute less than a majority of the directors then in office, then: 

**(i)**Any holder or holders of an aggregate of five percent (5%) or more of the total number of shares at the time outstanding having the rightto vote for those directors may call a special meeting of stockholders; or 

**(ii)**The Superior Court of the proper county shall,upon application of such stockholder or stockholders, summarily order a special meeting of stockholders, to be held to elect the entire board, all in accordance with Section 305(c) of the CGCL. The term of office of any director shall terminateupon that election of a successor. 

**B.**

**1. Bylaw Amendments.**

The Board of Directors is expressly empowered to adopt, amend or repeal theBylaws of the Company. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Company; *provided, however,* that, in addition to any vote of the holders of any class or series of stock of the Company required by lawor by this Certificate of Incorporation, such action by stockholders shall require the affirmative 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 capitalstock of the Company entitled to vote generally in the election of directors, voting together as a single class. 

**2. Ballots.**

The directors of the Company need not be elected by written ballot unless the Bylaws so provide. 

**3. Action by Stockholders.**

No actionrequired or permitted to be taken by the stockholders of the Company shall be taken except at an annual or special meeting of stockholders called in accordance with the Bylaws, and following the closing of the Initial Public Offering no action shallbe taken by the stockholders by written consent or electronic transmission. 

**4. Advance Notice.**

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

**VI.**

**A.**The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law. If the DGCL is amended toauthorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated to the fullest extent permitted by the DGCL, as so amended. 

**B.**This corporation is authorized to provide indemnification of agents (as defined inSection 317 of the CGCL) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or through stockholder resolutions, or otherwise, in excess of the indemnification otherwisepermitted by Section 317 of the CGCL, subject, at any time or times the corporation is subject to Section 2115(b) to the limits on such excess indemnification set forth in Section 204 of the CGCL. 

**C.**Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the timeof the alleged occurrence of any act or omission to act giving rise to liability or indemnification. 

**VII.**

**A.**The Company reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the mannernow or hereafter prescribed by statute, except as provided in paragraph B. of this Article VII, and all rights conferred upon the stockholders herein are granted subject to this reservation. 

**B.**Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote orno vote, but in addition to any affirmative vote of the holders of any particular class or series of the voting stock of the Company required by law, this Certificate of Incorporation or any certificate of designation filed with respect to a seriesof Preferred Stock, the affirmative 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 capital stock of the Company entitled to vote generally in theelection of directors, voting together as a single class, shall be required to alter, amend or repeal Articles V, VI and VII.” 

* * *

**FOURTH:**This Amended and Restated Certificate of Incorporation has been duly approved by the Board of Directors ofthe Company. 

**FIFTH:**This Amended and Restated Certificate of Incorporation has been duly adopted in accordance withthe provisions of Sections 242 and 245 of the DGCL by the Board of Directors and the stockholders of the Company. This Amended and Restated Certificate of Incorporation was approved by the holders of the requisite number of shares of the Company inaccordance with Section 228 of the DGCL. 

**IN WITNESS WHEREOF**, Conor Medsystems,Inc. has caused this Amended and Restated Certificate to be signed by the Chief Executive Officer in Menlo Park, California this 17th day of December, 2004. 

 

**CONOR MEDSYSTEMS, INC.**

By:
 
/s/ Frank Litvack, M.D.
 Frank Litvack, M.D. Chief Executive Officer