AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OREXIGEN THERAPEUTICS, INC.
(the Corporation), a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the DGCL), DOES HEREBY CERTIFY:
1. The name of the Corporation is Orexigen Therapeutics, Inc. The Corporations
original Certificate of Incorporation was filed on September 12, 2002.
2. That by action taken by the Board of Directors at a meeting held on ___, 2007,
resolutions were duly adopted setting forth a proposed amendment and restatement of the Certificate
of Incorporation of the Corporation, declaring said amendment and restatement to be advisable and
directing its officers to submit said amendment and restatement to the stockholders of the
Corporation for consideration thereof. The resolution setting forth the proposed amendment and
restatement is as follows:
THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of the Corporation is hereby
amended to read in its entirety as follows, subject to the required consent of the stockholders of
FIRST: The name of the Corporation (hereinafter the Corporation)
SECOND: The address, including street, number, city and county, of the registered
office of the Corporation in the State of Delaware is 1201 North Market Street, P.O. Box 1347, in
the City of Wilmington, County of New Castle, Zip Code 19801; and the name of the Registered Agent
of the Corporation at such address is Delaware Corporation Organizers, Inc.
THIRD: 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 the State of Delaware (the DGCL).
FOURTH: The Corporation is authorized to issue two classes of stock to be designated,
respectively, Common Stock, par value $0.001 per share (Common Stock) and Preferred Stock, par
value $0.001 per share (Preferred Stock). The total number of shares the Corporation shall have
the authority to issue is One Hundred Ten Million (110,000,000) shares, One Hundred Million
(100,000,000) shares of which shall be Common Stock and Ten Million (10,000,000) shares of which
shall be Preferred Stock.
(1) Common Stock. The voting, dividend and liquidation rights of the holders of the Common
Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any
series as may be designated by the Board of Directors upon any issuance of the Preferred Stock or
any series. The holders of the Common Stock are entitled to one vote for each share held at all
meetings of stockholders. There shall be no cumulative voting. Dividends may be declared and paid
on the Common Stock from funds lawfully available therefor as and when determined by the Board of
Directors and subject to any preferential dividend rights of any then outstanding Preferred Stock.
Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders
of the Corporation will be entitled to receive ratably all assets of the Corporation available for
distribution to stockholders, subject to any preferential rights of any then outstanding Preferred