Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PORTOLA PHARMACEUTICALS, INC.

(a Delaware corporation)

1.         Name. The name of the corporation is Portola Pharmaceuticals, Inc. (the “Corporation”).

2.         Address; Registered Office and Agent. The address of the Corporation’s registered office is 251 Little Falls Drive, City of Wilmington, County of New Castle, State of Delaware 19808; and the name of its registered agent at such address is Corporation Service Company.

3.         Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (the “DGCL”).

4.         Number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is one hundred (100), all of which shall be shares of Common Stock with the par value of $0.001 per share.

5.         Election of Directors. Unless and except to the extent that the By-laws of the Corporation (the “By-laws”) shall so require, the election of directors of the Corporation need not be by written ballot.

6.         Limitation of Liability.

(a)       To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The liability of a director of the Corporation to the Corporation or its stockholders for monetary damages shall be eliminated to the fullest extent permissible under applicable law in the event it is determined that Delaware law does not apply.

(b)        To the fullest extent permitted by the DGCL, the Corporation is authorized to provide by By-law, agreement or otherwise for indemnification of (and advancement of expenses to) directors, officers, employees and agents for breach of duty to the Corporation and its stockholders in excess of the indemnification and advancement otherwise permitted by applicable law.

(c)       Any repeal or modification of this Article 6 shall only be prospective and shall not affect the rights or protections or increase the liability of any director under this Article 6 in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

7.         Adoption, Amendment or Repeal of By-laws. The Board of Directors of the Corporation is authorized to adopt, amend or repeal the By-laws.

8.         Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend or repeal any provision contained in this Certificate of Incorporation, and add other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation (as amended) are granted subject to the rights reserved in this Article 8.