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EXHIBIT 3.3
STATE OF DELAWARE
PAGE 1
OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "INHALE THERAPEUTIC SYSTEMS, INC.", FILED IN THIS OFFICE ON THE
NINETEENTH DAY OF JUNE, A.D. 2000, AT 10 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] [CLIENT NAME LOGO]
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EDWARD J. FREEL, SECRETARY OF STATE
290390 8100 AUTHENTICATION: 0507399
001309315 DATE: 06-20-00
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CERTIFICATE OF AMENDMENT
OF THE AMENDED
CERTIFICATE OF INCORPORATION
OF
INHALE THERAPEUTIC SYSTEMS, INC.
INHALE THERAPEUTIC SYSTEMS, INC, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:
FIRST: The name of the corporation is Inhale Therapeutic Systems, Inc.
The corporation was originally incorporated under the name Inhale Therapeutic
Systems (Delaware), Inc.
SECOND: The date on which the Certificate of Incorporation of the
corporation was filed with the Secretary of State of the State of Delaware
was June 3, 1998. Article I of the Certificate of Incorporation was amended
to change the name of the corporation to Inhale Therapeutic Systems, Inc.
upon the filing of a Certificate of Agreement of Merger with the Secretary of
State of the State of Delaware on July 1, 1998.
THIRD: The Board of Directors of the corporation, acting in accordance
with the provisions of Section 242 of the General Corporation Law of the
State of Delaware, adopted resolutions to amend the Amended Certificate of
Incorporation of the corporation by deleting the first paragraph of Article
IV and substituting therefor a new first paragraph of Article IV in the
following form:
"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
three hundred ten million (310,000,000) shares. Three hundred million
(300,000,000) shares shall be Common Stock, each having a par value of
one-hundredth of one cent ($.0001). Ten million (10,000,000) shares
shall be Preferred Stock, each having a par value of one-hundredth of
one cent ($.0001)."
FOURTH: 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
provision of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Inhale Therapeutic Systems, Inc. has caused this
Certificate of Amendment to be signed by its President and Chief Executive
Officer and attested to by its Secretary this 6th day of June, 2000.
INHALE THERAPEUTIC SYSTEMS, INC.
/s/ Ajit S. Gill
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Ajit S. Gill
President and Chief Executive Officer
ATTEST:
/s/ Stephen L. Hurst
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Stephen L. Hurst
Secretary
