Certificate of Amendment to Second Restated Certificate of Incorporation of Triangle Pharmaceuticals, Inc.

Summary

Triangle Pharmaceuticals, Inc. has amended its Second Restated Certificate of Incorporation, as approved by its Board of Directors and stockholders. The amendment changes Article IV to authorize the company to issue up to 175,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, both with a par value of $0.001 per share. The Preferred Stock remains undesignated as to series. This amendment was executed on October 10, 2001.

EX-4.1 3 a2060891zex-4_1.txt EXHIBIT 4.1 EXHIBIT 4.1 Certificate of Amendment to the Second Restated Certificate of Incorporation of Triangle Pharmaceuticals, Inc. Triangle Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is Triangle Pharmaceuticals, Inc. The corporation's Second Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 30, 1996 and was amended pursuant to two Certificates of Designation filed on December 23, 1998 and February 8, 1999,respectively. 2. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment was adopted by the corporation's Board of Directors and stockholders. 3. The Second Restated Certificate of Incorporation is hereby amended as follows: Paragraph (A) of Article IV is deleted and replaced with the following: "(A) CLASSES OF STOCK. This corporation is authorized to issue two classes of stock, denominated Common Stock and Preferred Stock. The Common Stock shall have a par value of $0.001 per share and the Preferred Stock shall have a par value of $0.001 per share. The total number of shares of Common Stock which the corporation is authorized to issue is one hundred seventy-five million (175,000,000), and the total number of shares of Preferred Stock which the corporation is authorized to issue is ten million (10,000,000), which shares of Preferred Stock shall be undesignated as to series." IN WITNESS WHEREOF, this Certificate of Amendment has been signed under the seal of the corporation as of the 10th day of October, 2001. TRIANGLE PHARMACEUTICALS, INC. a Delaware corporation By: /s/ Chris A. Rallis -------------------------------------------- Chris A. Rallis President and Chief Operating Officer ATTEST: /s/ R. Andrew Finkle ------------------------------------------ R. Andrew Finkle Executive VP, General Counsel & Secretary