AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OREXIGEN THERAPEUTICS, INC.
(incorporated on September 12, 2002)
The name of the corporation is Orexigen Therapeutics, Inc.
The address of the registered office of the corporation in the State of Delaware is to be
located at 1201 North Market Street, P.O. Box 1347, in the City of Wilmington, County of New
Castle, Zip Code 19801. The registered agent in charge thereof is Delaware Corporation Organizers,
The purpose of the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
A. Classes of Stock. This corporation is authorized to issue two classes of stock to
be designated, respectively, Common Stock and Preferred Stock. The total number of shares
which this corporation is authorized to issue is Twenty-Nine Million Four Hundred Six Thousand
Seven Hundred Eighty-One (29,406,781) shares each having a par value of one tenth of one cent
($0.001) per share. Twenty Million (20,000,000) shares shall be Common Stock and Nine Million Four
Hundred Six Thousand Seven Hundred Eighty-One (9,406,781) shares shall be Preferred Stock. The
Preferred Stock authorized by this Amended and Restated Certificate of Incorporation shall consist
of the Series A Preferred Stock.
Million Four Hundred Six Thousand Seven Hundred Eighty-One (9,406,781) shares are
designated Series A Preferred Stock. The Series A Preferred Stock is sometimes referred to as
the Preferred Stock.
B. Preferred Stock. The powers, preferences, rights, restrictions, and other matters
relating to each series of Preferred Stock are as follows:
a. The holders of the Preferred Stock shall be entitled to receive in any fiscal year of this
corporation, out of any assets legally available therefor, dividends at the rate of eight percent
(8%) of the applicable Original Issue Price (as defined herein) per share of Preferred Stock (as
adjusted for any stock dividends, combinations or splits with respect to such