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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
MDRNA INC.
Pursuant to Section 242 of the
Delaware General Corporation Law
The undersigned, a duly authorized officer of MDRNA Inc. (the Corporation), a corporation organized and existing under the General Corporation Law of the State of Delaware (the DGCL), does hereby certify in accordance with the provisions of the DGCL as follows:
1. The name of the Corporation is MDRNA Inc. The Corporation was originally incorporated under the name Nastech Pharmaceutical Company Inc. The original Certificate of Incorporation of the Corporation (the Original Certificate) was filed with the Secretary of State of the State of Delaware on September 23, 1983, and the Original Certificate was amended and restated in its entirety by the filing of a Restated Certificate of Incorporation of the Corporation (the Restated Certificate) with the Secretary of State of the State of Delaware on July 20, 2005.
2. This Certificate of Amendment amends the provisions of the Restated Certificate as set forth herein, and was adopted by the Corporations Board of Directors and authorized by a majority of the holders of the outstanding shares of common stock entitled to vote thereon at an annual meeting of stockholders pursuant to Section 242 of the DGCL.
3. Article FIRST of the Restated Certificate is hereby deleted and replaced in its entirety to read as follows:
FIRST: The name of the Corporation is Marina Biotech, Inc.
IN WITNESS WHEREOF, the undersigned, being the Secretary and Chief Financial Officer of the Corporation, does hereby execute this Certificate of Amendment as of July 21, 2010.
/s/ Peter S. Garcia | ||
Name: | Peter S. Garcia | |
Title: | Secretary and Chief Financial Officer |