SIXTH

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                        DYNAVAX TECHNOLOGIES CORPORATION

                                    ARTICLE I

                  The name of the Corporation is Dynavax Technologies
Corporation (the "Corporation").

                                   ARTICLE II

                  The address, including street, number, city, and county, of
the registered office of the Corporation in the State of Delaware is 1209 Orange
Street, 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 and the purposes to be conducted
and promoted by the Corporation shall be: To conduct any lawful business, to
promote any lawful purpose, and to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.

                                   ARTICLE IV

                  The Corporation is authorized to issue two classes of stock to
be designated, respectively, Common Stock and Preferred Stock . The Corporation
shall be authorized to issue 100,000,000 shares of Common Stock at $0.001 par
value, and 5,000,000 shares of Preferred Stock at $0.001 par value. The
Preferred Stock may be issued from time to time in one or more series pursuant
to a resolution or resolutions providing for such issue duly adopted by the
Board of Directors (authority to do so being hereby expressly vested in the
Board). The rights, preferences, privileges and restrictions granted to or
imposed upon the Preferred Stock or any series of Preferred Stock will be
determined or altered by the Board of Directors. The Board of Directors shall
also have the authority to fix or alter the number of shares of any series of
Preferred Stock and the designation of any such series of Preferred Stock. The
Board of Directors, within the limits and restrictions stated in any resolution
or resolutions of the Board of Directors originally fixing the number of shares
constituting any series, may increase or decrease

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(but not below the number of shares in any such series then outstanding), the
number of shares of any series subsequent to the issue of shares of that series.

                                    ARTICLE V

                  The Corporation is to have perpetual existence.

                                   ARTICLE VI

                  Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

                                   ARTICLE VII

         A. DIRECTORS. The management of the business and the conduct of the
affairs of the corporation shall be vested in its Board of Directors. The number
of directors which constitutes the whole Board of Directors of the corporation
shall be designated in the Bylaws of the corporation.

         B. CLASSIFIED BOARD. The Board of Directors shall be divided into three
classes designated as Class I, Class II and Class III, respectively. Directors
shall be assigned to each class in accordance with a resolution or resolutions
adopted by the Board of Directors. At the first annual meeting of stockholders
following the closing of an underwritten public offering of the Corporation's
common stock pursuant to an effective registration statement filed under the
Securities Act of 1933, as amended (an "Initial Public Offering"), the term of
office of the Class I directors shall expire and Class I directors shall be
elected for a full term of three years. At the second annual meeting of
stockholders following the closing of an 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 of three years. At the third annual meeting of
stockholders following the closing of an 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 succeeding annual meeting of
stockholders, directors shall be elected for a full

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term of three years to succeed the directors of the class whose terms expire at
such annual meeting.

         C. TERM. Notwithstanding the foregoing provisions of this Article, each
director shall serve until his or her successor is duly elected and qualified or
until his or her death, resignation or removal. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.

         D. VACANCIES. Any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal, or other causes shall be filled
by either (i) the affirmative vote of the holders of a majority of the voting
power of the then-outstanding shares of voting stock of the corporation entitled
to vote generally in the election of directors ("Voting Stock") voting together
as a single class; or (ii) by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors. Newly created directorships resulting from any increase in the
number of directors shall, unless the Board of Directors determines by
resolution that any such newly created directorship shall be filled by the
stockholders, be filled only by the affirmative vote of the directors then in
office, even though less than a quorum of the Board of Directors. Any director
elected in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified.

         E. CHANGE OF CERTAIN PROVISIONS OF THE BYLAWS. The affirmative vote of
sixty-six and two-thirds percent (66-2/3%) of the voting power of the then
outstanding shares of Voting Stock, voting together as a single class, shall be
required for the adoption, amendment or repeal of the following sections of the
corporation's Bylaws by the stockholders of this corporation: 2.9 (Stockholder
Proposals at Annual Meetings), 2.10 (Nominations of Persons for Election to the
Board of Directors) and 3.1 (Directors: Number and Term of Office).

         F. ACTION BY STOCKHOLDERS. No action shall be taken by the stockholders
of the corporation except in accordance with the Bylaws.

         G. REMOVAL. Any director, or the entire Board of Directors, may be
removed from office at any time (i) with cause by the affirmative vote of the
holders of at least a majority of the voting power of all of the
then-outstanding shares of the Voting Stock, voting together as a single class;
or (ii) without cause by 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 Voting Stock.

         H. ELECTION BY WRITTEN BALLOT. Elections of directors need not be by
written ballot unless a stockholder demands election by written ballot at the
meeting and before voting begins or unless the Bylaws of the Corporation shall
so provide.

                                  ARTICLE VIII

                  Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any

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 affirmative vote of the holders of any particular class or series of the Voting
Stock required by law, this Certificate of Incorporation or any Preferred Stock
Designation, at such time as the Corporation closes an Initial Public Offering,
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
Voting Stock, voting together as a single class, shall be required to alter,
amend or repeal Article VII or this Article VIII.

                                   ARTICLE IX

         A. ELIMINATION OF LIABILITY. To the fullest extent permitted by
Delaware statutory or decisional law, as amended or interpreted, no director of
this Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
This Article IX.A. does not affect the availability of equitable remedies for
breach of fiduciary duties.

         B. INDEMNIFICATION. The Corporation shall, to the fullest extent
permitted by the provisions of Section 145 of the General Corporation Law of the
State of Delaware, as the same may be amended and supplemented, indemnify any
and all persons whom it shall have power to indemnify under said section from
and against any and all of the expenses, liabilities, or other matters referred
to in or covered by said section, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such person.

         C. AMENDMENT, REPEAL AND INCONSISTENT PROVISIONS. Neither any amendment
nor repeal of this Article IX, nor the adoption of any provision of this
Corporation's Certificate of Incorporation inconsistent with this Article IX,
shall eliminate or reduce the effect of this Article IX, in respect of any
matter occurring, or any action or proceeding accruing or arising or that, but
for this Article IX, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.

                                    ARTICLE X

                  The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, except as provided in Article
VIII of this Certificate, and all rights conferred upon the stockholders herein
are granted subject to this right.

                                   ARTICLE XI

                  In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter, amend
or repeal the Bylaws of the Corporation.

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