EPOCH BIOSCIENCES INC
8-K, EX-99.1, 2000-08-25
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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<PAGE>   1

                                                                    EXHIBIT 99.1


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          EPOCH PHARMACEUTICALS, INC.,
                             A DELAWARE CORPORATION


         EPOCH PHARMACEUTICALS, INC., a Delaware corporation organized and
existing under and by virtue of the Delaware General Corporation Law (the
"Corporation"), does hereby certify:

         FIRST: The Board of Directors of the Corporation, by unanimous written
consent, duly adopted resolutions proposing and declaring advisable the
following amendment to the Certificate of Incorporation of the Corporation,
directing that said amendment be submitted to the stockholders of the
Corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

         RESOLVED, that Article 1 of the Certificate of Incorporation is hereby
amended to read in full as follows:

                                "ARTICLE 1. NAME

         FIRST: The name of the corporation is Epoch BioSciences, Inc."

         SECOND: That thereafter, the holders of the necessary number of shares
of capital stock of the Corporation gave their written consent in favor of the
foregoing amendment in accordance with the provisions of Section 228 of the
Delaware General Corporation Law.

         THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law of the State
of Delaware.

         IN WITNESS WHEREOF, EPOCH PHARMACEUTICALS, INC., has caused this
Certificate of Amendment to be signed by its duly authorized President, Chief
Financial Officer and Secretary, Sanford S. Zweifach, M.D., this 21st day of
August, 2000.

                                               /s/ Sanford S. Zweifach
                                        ----------------------------------------
                                        Sanford S. Zweifach, M.D., President,
                                        Chief Financial Officer and Secretary



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