Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
GILEAD SCIENCES, INC.
JOHN C. MARTIN and MARK L. PERRY hereby certify as follows:
ONE: The name of the corporation is Gilead Sciences, Inc.
TWO: The Restated Certificate of Incorporation of Gilead Sciences,
Inc. was filed with the Secretary of State of the State of Delaware on
January 29, 1992.
THREE: That they are the duly elected and acting President and
Secretary, respectively, of Gilead Sciences, Inc., a Delaware corporation.
FOUR: The Board of Directors of Gilead Sciences, Inc., acting in
accordance with the provisions of Sections 141 and 242 of the General
Corporation Law of the State of Delaware, adopted resolutions to amend its
Restated Certificate of Incorporation as follows:
Article V shall be amended and restated to read in its
entirety as follows:
"V.
A. The Corporation is authorized to issue two classes of stock
to be designated, respectively, "Common Stock" and "Preferred
Stock." The total numbers of shares which the corporation is
authorized to issue is one hundred five million (105,000,000)
shares. One hundred million (100,000,000) shares shall be
designated Common Stock, each having a par value of one-tenth of
one cent ($0.001). Five million (5,000,000) shares shall be
designated Preferred Stock, each having a par value of one-tenth of
one cent ($0.001).
B. The Preferred Stock may be issued from time to time in one
or more series. The Board of Directors is hereby authorized, by
filing a certificate pursuant to the Delaware General Corporation
Law, to fix or alter from time to time the designation, powers,
preferences and rights or the shares of each such series and the
qualifications, limitations or restrictions thereof, including
without limitation the dividend rights, dividend rate, conversion
rights, voting rights, rights and terms of redemption (including
sinking fund provisions), redemption price or prices, and the
liquidation preferences of any wholly unissued series of Preferred
Stock, and to establish from time to time the number of shares
constituting any such series and the designation thereof, or any of
them (a "Preferred Stock Designation"); and to increase or decrease
the number of shares of that series then outstanding. In case the
number of shares 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 such
series."
FIVE: Thereafter, pursuant to a resolution of the Board of
Directors, this Certificate of Amendment was submitted to the stockholders of
the Corporation for their approval, and was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.
SIX: All other provisions of the Restated Certificate of
Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, Gilead Sciences, Inc. has caused this
Certificate of Amendment to be signed by its President and attested to by its
Secretary this 29th day of July, 1999.
/s/ John C. Martin
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John C. Martin
President
/s/ Mark L. Perry
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Mark L. Perry
Secretary