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EXHIBIT 3.2
ARTICLES OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
RIBOZYME PHARMACEUTICALS, INC.
Ribozyme Pharmaceuticals, Inc., a company organized and existing under
the laws of the State of Delaware (the "Corporation"),does hereby certify:
FIRST: The name of the corporation is Ribozyme Pharmaceuticals, Inc.
("Company").
SECOND: The following amendment to the Certificate of Incorporation
was adopted by the Board of Directors of the Company by unanimous written
consent on March 6, 2000, and adopted by a vote of shareholders on April 19,
2000:
RESOLVED, that the Amended and Restated Certificate of Incorporation
of the Company (the "Certificate of Incorporation"), be amended by
deleting Article IV(A) in its entirety and substituting the following:
A. 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 the corporation is authorized to issue is
sixty-five million (65,000,000) shares. Sixty million (60,000,000)
shares shall be Common Stock, each having a par value of $.01. Five
million (5,000,000) shares shall be Preferred Stock, each having a par
value of $.01.
In all other respects, the Certificate of Incorporation shall remain
unchanged.
IN WITNESS WHEREOF, the Company has caused these Articles of Amendment
to the Certificate of Incorporation to be signed by Lawrence E. Bullock, Vice
President of Administration and Finance, CFO and Secretary, this 19th day of
April, 2000.
RIBOZYME PHARMACEUTICALS, INC.
By: /s/ Lawrence E. Bullock
-----------------------
Lawrence E. Bullock, Vice President of
Administration and Finance, CFO and Secretary
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