{"id":41600,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/certificate-of-incorporation-gilead-sciences-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-gilead-sciences-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-gilead-sciences-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; Gilead Sciences Inc."},"content":{"rendered":"<pre>                                    RESTATED\n                          CERTIFICATE OF INCORPORATION\n                                       OF\n                              GILEAD SCIENCES, INC.\n\n\n        GILEAD SCIENCES, INC., a corporation organized and existing under the\nGeneral Corporation Law of the State of Delaware, does hereby certify as\nfollows: \n\n        FIRST: The name of the Corporation is Gilead Sciences, Inc.\n\n        SECOND: The Corporation's original Certificate of Incorporation was\nfiled with the Secretary of State on June 22, 1987.\n\n        THIRD:  The amended and Restated Certificate of Incorporation of the\nCorporation, in the form attached hereto as Exhibit A, has been duly adopted in\naccordance with the provisions of Sections 228, 242 and 245 of the General\nCorporation Law of the State of Delaware by the Board of Directors and\nstockholders of the Corporation.\n\n        FOURTH: The amended and Restated Certificate of Incorporation so adopted\nreads in full as set forth in Exhibit A attached hereto and hereby incorporated\nby reference.\n\n        IN WITNESS WHEREOF, Gilead Sciences, Inc. has caused this Restated\nCertificate of Incorporation to be signed by its President and attested to by\nits Secretary this 24th day of January, 1992.\n\n                                        GILEAD SCIENCES, INC.\n\n\n                                        By \/s\/ Michael L. Riordan\n                                          ----------------------------\n                                            MICHAEL L. RIORDAN\n                                            President\n\nATTEST:\n\n\n\/s\/ James C. Gaither\n------------------------\nJAMES C. GAITHER\nSecretary\n\n\n\n\n\n\n\n\n\n                                    EXHIBIT A\n\n                                    RESTATED\n                          CERTIFICATE OF INCORPORATION\n                                       OF\n                              GILEAD SCIENCES, INC.\n\n\n                                       I.\n\n        The name of the Corporation is Gilead Sciences, Inc.\n\n                                      II.\n\n        The address of the registered office of the Corporation in the State of\nDelaware is 1209 Orange Street, in the City of Wilmington, County of New Castle,\nDelaware 19801, and the name of the registered agent of the Corporation in the\nState of Delaware at such address is The Corporation Trust Company.\n\n                                      III.\n\n        The purpose of the Corporation is to engage in any lawful act or\nactivity for which a Corporation may be organized under the General Corporation\nLaw of Delaware.\n\n                                      IV.\n\n        (a)     The liability of the directors of the Corporation for monetary\ndamages shall be eliminated to the fullest extent permissible under Delaware\nlaw.\n\n        (b)     The Corporation is authorized to provide indemnification of\nagents (as defined in Section 145 of the Delaware General Corporation Law) for\nbreach of duty to the Corporation and its stockholders through bylaw provisions,\nthrough agreements with the agents, and\/or through stockholder resolutions, or\notherwise, in excess of the indemnification otherwise permitted by Section 145\nof the Delaware General Corporation Law, subject to the limitations on such\nexcess indemnification set forth in Section 102 of the Delaware General\nCorporation Law.\n\n        (c)     Any repeal or modification of this Article IV shall be\nprospective and shall not affect the rights under this Article IV in effect at\nthe time of the alleged occurrence of any act or omission to act giving rise to\nliability or indemnification.\n\n                                       V.\n\n        A.      The Corporation is authorized to issue two classes of stock to\nbe designated, respectively, \"Common Stock\" and \"Preferred Stock.\" The total\nnumber of shares which the corporation is authorized to issue is forty million\n(40,000,000) shares. Thirty-five million (35,000,000) shares shall be Common\nStock, each having a par value of one-tenth of one cent ($.001). Five million\n(5,000,000) shares shall be Preferred Stock, each having a par value of\none-tenth of one cent ($.001).\n\n        B.      The Preferred Stock may be issued from time to time in one or\nmore series. The Board of Directors is hereby authorized, by filing a\ncertificate pursuant to the Delaware General Corporation Law, to fix or alter\nfrom time to time the designation, powers, preferences and rights of the shares\nof each such series and the qualifications, limitations or restrictions thereof,\nincluding without limitation the dividend rights, dividend rate, conversion\nrights, voting rights, rights and terms of redemption (including sinking fund\nprovisions), redemption price or prices, and the liquidation preferences of any\nwholly unissued series of Preferred Stock, and to establish from time to time\nthe number of shares constituting any such series and the designation thereof,\nor any of them (a \"Preferred Stock Designation\"); and to increase or decrease\nthe number of shares of any series subsequent to the\n\n\n                                       2.\n\n\n\n\n\nissuance of shares of that series, but not below the number of shares of such\nseries then outstanding. In case the number of shares of any series shall be\ndecreased in accordance with the foregoing sentence, the shares constituting\nsuch decrease shall resume the status that they had prior to the adoption of the\nresolution originally fixing the number of shares of such series.\n\n                                      VI.\n\n        For the management of the business and for the conduct of the affairs of\nthe Corporation, and in further definition, limitation and regulation of the\npowers of the Corporation, of its directors and of its stockholders or any class\nthereof, as the case may be, it is further provided that:\n\n        SECTION 1. BOARD OF DIRECTORS.\n\n                (a)     MANAGEMENT OF CORPORATION. The management of the\nbusiness and the conduct of the affairs of the Corporation shall be vested in\nits Board of Directors. The number of directors which shall constitute the whole\nBoard of Directors shall be fixed exclusively by one or more resolutions adopted\nfrom time to time by the Board of Directors.\n\n        Notwithstanding any other provisions of this Certificate of\nIncorporation, each director shall serve until his successor is duly elected and\nqualified or until his death, resignation or removal. No decrease in the number\nof directors constituting the Board of Directors shall shorten the term of any\nincumbent director.\n\n                (b)     REMOVAL.\n\n                        (i)     Prior to the Qualifying Record Date and subject\nto any limitations imposed by law, the Board of Directors, or any individual\ndirector, may be removed from office at any time, with or without cause, by the\naffirmative vote of the holders of a majority of the outstanding Voting Stock\n(as hereinafter defined).\n\n                        (ii)    On and after the Qualifying Record Date and\nsubject to any limitations imposed by law, Section 1(b)(i) of this Article VI\nshall no longer apply and the Board of Directors or any individual director may\nbe removed from office at any time (A) with cause by the affirmative vote of the\nholders of a majority of the outstanding Voting Stock; or (B) without cause by\nthe affirmative vote of the holders of at least 66-2\/3% of the outstanding\nVoting Stock.\n\n                (c)     VACANCIES. Any vacancies on the Board of Directors\nresulting from death, resignation, disqualification, removal or other causes\nshall be filled by either (i) the affirmative vote of the holders of a majority\nof the Voting Stock voting together as a single class; or (ii) by the\naffirmative vote of a majority of the remaining directors then in office, even\nthough less than a quorum of the Board of Directors. Newly created directorships\nresulting from any increase in the number of directors shall, unless the Board\nof Directors determines by resolution that any such newly created directorship\nshall be filled by the stockholders, be filled only by the affirmative vote of\nthe directors then in office, even though less than a quorum of the Board of\nDirectors. Any director elected in accordance with the preceding sentence shall\nhold office for the remainder of the full term of the class of directors in\nwhich the new directorship was created or the vacancy occurred and until such\ndirector's successor shall have been elected and qualified.\n\n        SECTION 2. CUMULATIVE VOTING.\n\n                (a)     Prior to the date upon which the Corporation is no\nlonger subject to Section 2115 of the California Corporations Code (the\n\"Qualifying Record Date\"), every stockholder entitled to vote in any election of\ndirectors of the Corporation may cumulate such stockholder's votes and give one\ncandidate a number of votes equal to the number of directors to be elected\nmultiplied by the number of votes to which the stockholder's shares are\notherwise entitled, or distribute the stockholder's votes on the same principle\namong as many candidates as such stockholder thinks fit. No stockholder,\nhowever, may cumulate such stockholder's votes for one or more candidates unless\n(i) the names of such candidates have been properly placed in nomination, in\naccordance with the Bylaws of \n\n\n                                       3.\n\n\n\n\n\nthe Corporation, prior to the voting, (ii) the stockholder has given advance\nnotice to the Corporation of the intention to cumulate votes in accordance with\nthe Bylaws, and (iii) the stockholder has given proper notice to the other\nstockholders at the meeting, prior to voting, of such stockholder's intention to\ncumulate such stockholder's votes. If any stockholder has given proper notice,\nall stockholders may cumulate their votes for any candidates who have been\nproperly placed in nomination. The candidates receiving the highest number of\nvotes of the shares entitled to be voted for them up to the number of directors\nto be elected by such shares shall be declared elected.\n\n                (b)     On and after the Qualifying Record Date, cumulative\nvoting shall no longer be available to the stockholders of the Corporation.\n\n        SECTION 3. GENERAL.\n\n                (a)     The Bylaws may be altered or amended or new Bylaws\nadopted by the affirmative vote of at least 66-2\/3% of the voting power of all\nof the then-outstanding shares of the Voting Stock. In furtherance and not in\nlimitation of the power conferred by statute, the Board of Directors is\nexpressly authorized to adopt, amend, supplement or repeal the Bylaws. The Board\nof Directors may from time to time make, amend, supplement or repeal the Bylaws;\nprovided, however, that the stockholders may change or repeal any Bylaw adopted\nby the Board of Directors by the requisite affirmative vote of stockholders as\nset forth in the Bylaws; and, provided further, that no amendment or supplement\nto the Bylaws adopted by the Board of Directors shall vary or conflict with any\namendment or supplement thus adopted by the stockholders.\n\n                (b)     The directors of the Corporation need not be elected by\nwritten ballot unless the Bylaws so provide.\n\n                (c)     No action shall be taken by the stockholders of the\nCorporation except at an annual or special meeting of stockholders called in\naccordance with the Bylaws, and no action shall be taken by the stockholders by\nwritten consent.\n\n                (d)     Advance notice of stockholder nominations for the\nelection of directors and of business to be brought by stockholders before any\nmeeting of the stockholders of the Corporation shall be given in the manner\nprovided in the Bylaws of the Corporation.\n\n                                      VII.\n\n        No holder of shares of stock of the Corporation shall have any\npreemptive or other right, except as such rights are expressly provided by\ncontract, to purchase or subscribe for or receive any shares of any class, or\nseries thereof, of stock of the Corporation, whether now or hereafter\nauthorized, or any warrants, options, bonds, debentures or other securities\nconvertible into, exchangeable for or carrying any right to purchase any share\nof any class, or series thereof, of stock; but such additional shares of stock\nand such warrants, options, bonds, debentures or other securities convertible\ninto, exchangeable for or carrying any right to purchase any shares of any\nclass, or series thereof, of stock may be issued or disposed of by the Board of\nDirectors to such persons, and on such terms and for such lawful consideration,\nas in its discretion it shall deem advisable or as the Corporation shall have by\ncontract agreed.\n\n                                     VIII.\n\n        The Corporation is to have perpetual existence.\n\n                                      IX.\n\n        (a)     The Corporation reserves the right to amend, alter, change or\nrepeal any provision contained in this Certificate of Incorporation, in the\nmanner now or hereafter prescribed by statute, except as provided in paragraph\n(b) of this Article IX, and all rights conferred upon the stockholders herein\nare granted subject to this reservation.\n\n\n                                       4.\n\n\n\n\n\n        (b)     Notwithstanding any other provisions of this Certificate of\nIncorporation or any provision of law which might otherwise permit a lesser vote\nor no vote, but in addition to any affirmative vote of the holders of any\nparticular class or series of the Voting Stock required by law, this Certificate\nof Incorporation or any Preferred Stock Designation, the affirmative vote of the\nholders of at least 66-2\/3% of the voting power of all of the then-outstanding\nshares of the Voting Stock, voting together as a single class, shall be required\nto alter, amend or repeal Article VI, Article VII or Article IX.\n\n\n                                       5.\n\n\n\n\n\n                           CERTIFICATE OF AMENDMENT OF\n                    RESTATED CERTIFICATE OF INCORPORATION OF\n                              GILEAD SCIENCES, INC.\n\n\n        JOHN C. MARTIN and MARK L. PERRY hereby certify as follows:\n\n        ONE:    The name of the corporation is Gilead Sciences, Inc.\n\n        TWO:    The Restated Certificate of Incorporation of Gilead Sciences,\nInc. was filed with the Secretary of State of the State of Delaware on January\n29, 1992.\n\n        THREE:  That they are the duly elected and acting President and\nSecretary, respectively, of Gilead Sciences, Inc., a Delaware corporation.\n\n        FOUR:   The Board of Directors of Gilead Sciences, Inc., acting in\naccordance with the provisions of Sections 141 and 242 of the General\nCorporation Law of the State of Delaware, adopted resolutions to amend its\nRestated Certificate of Incorporation as follows:\n\n        Article V shall be amended and restated to read in its entirety as \nfollows:\n\n                                       \"V.\n\n                A.      The Corporation is authorized to issue two classes of\n        stock to be designated, respectively, \"Common Stock\" and \"Preferred\n        Stock.\" The total numbers of shares which the corporation is authorized\n        to issue is one hundred five million (105,000,000) shares. One hundred\n        million (100,000,000) shares shall be designated Common Stock, each\n        having a par value of one-tenth of one cent ($0.001). Five million\n        (5,000,000) shares shall be designated Preferred Stock, each having a\n        par value of one-tenth of one cent ($0.001).\n\n                B.      The Preferred Stock may be issued from time to time in\n        one or more series. The Board of Directors is hereby authorized, by\n        filing a certificate pursuant to the Delaware General Corporation Law,\n        to fix or alter from time to time the designation, powers, preferences\n        and rights or the shares of each such series and the qualifications,\n        limitations or restrictions thereof, including without limitation the\n        dividend rights, dividend rate, conversion rights, voting rights, rights\n        and terms of redemption (including sinking fund provisions), redemption\n        price or prices, and the liquidation preferences of any wholly unissued\n        series of Preferred Stock, and to establish from time to time the number\n        of shares constituting any such series and the designation thereof, or\n        any of them (a \"Preferred Stock Designation\"); and to increase or\n        decrease the number of shares of that series then outstanding. In case\n        the number of shares of any series shall be decreased in accordance with\n        the foregoing sentence, the shares constituting such decrease shall\n        resume the status that they had prior to the adoption of the resolution\n        originally fixing the number of shares of such series.\"\n\n        FIVE:   Thereafter, pursuant to a resolution of the Board of Directors,\nthis Certificate of Amendment was submitted to the stockholders of the\nCorporation for their approval, and was duly adopted in accordance with the\nprovisions of Section 242 of the General Corporation Law of the State of\nDelaware.\n\n        SIX:    All other provisions of the Restated Certificate of\nIncorporation shall remain in full force and effect.\n\n\n                                       6.\n\n\n\n\n\n        IN WITNESS WHEREOF, Gilead Sciences, Inc. has caused this Certificate of\nAmendment to be signed by its President and attested to by its Secretary this\n17th day of July, 1999.\n\n\n\n                                          \/s\/ John C. Martin                    \n                                          --------------------------------------\n                                          John C. Martin\n                                          President\n\n\n\n                                          \/s\/ Mark L. Perry                     \n                                          --------------------------------------\n                                          Mark L. Perry\n                                          Secretary\n\n\n\n\n\n\n\n\n\n                                       7.\n\n\n\n\n\n                            CERTIFICATE OF AMENDMENT\n                                     OF THE\n                              AMENDED AND RESTATED\n                          CERTIFICATE OF INCORPORATION\n                                       OF\n                              GILEAD SCIENCES, INC.\n\n        John C. Martin and Mark L. Perry do hereby certify as follows:\n\n        ONE:    The name of the corporation is Gilead Sciences, Inc.\n\n        TWO:    The date on which the Amended and Restated Certificate of\nIncorporation of the corporation was filed with the Secretary of State of the\nState of Delaware was January 29, 1992. A Certificate of Amendment to the\nAmended and Restated Certificate of Incorporation was filed with the Secretary\nof State of the State of Delaware on July 29, 1999.\n\n        THREE:  They are duly elected and acting President and Secretary,\nrespectively of Gilead Sciences, Inc., a Delaware corporation.\n\n        FOUR:   The Board of Directors of the corporation, acting in accordance\nwith the provisions of Section 242 of the General Corporation Law of the State\nof Delaware, adopted resolutions to amend the Amended and Restated Certificate\nof Incorporation of the corporation in the following form:\n\n        Article V shall be amended and restated to read in its entirety as \nfollows:\n\n                                       \"V\n\n            A.    This corporation is authorized to issue two classes of stock\n      to be designated, respectively, `Common Stock' and `Preferred Stock.' The\n      total number of shares which the corporation is authorized to issue is\n      five hundred five million (505,000,000) shares. Five hundred million\n      (500,000,000) shares shall be Common Stock, each having a par value of\n      one-tenth of one cent ($.001). Five million (5,000,000) shares shall be\n      Preferred Stock, each having a par value of one-tenth of one cent ($.001).\n\n            B.    The Preferred Stock may be issued from time to time in one or\n      more series. The Board of Directors is hereby authorized, by filing a\n      certificate pursuant to the Delaware General Corporation Law, to fix or\n      alter from time to time the designation, powers, preferences and rights or\n      the shares of each such series and the qualifications, limitations or\n      restrictions thereof, including without limitation the dividend rights,\n      dividend rate, conversion rights, voting rights, rights and terms of\n      redemption (including sinking fund provisions), redemption price or\n      prices, and the liquidation preferences of any wholly unissued series of\n      Preferred Stock, and to establish from time to time the number of shares\n      constituting any such series and the designation thereof, or any of them\n      (a \"Preferred Stock Designation\"); and to increase or decrease the number\n      of shares of that series then outstanding. In case the number of shares of\n      any series shall be decreased in accordance with the foregoing sentence,\n      the shares constituting such decrease shall resume the status that they\n      had prior to the adoption of the resolution originally fixing the number\n      of shares of such series.\"\n\n       FIVE:  Thereafter, pursuant to a resolution of the Board of Directors,\nthis Certificate of Amendment was submitted to the stockholders of the\ncorporation for their approval and was duly adopted in accordance with the\nprovision of Section 242 of the General Corporation Law of the State of\nDelaware.\n\n       SIX:   All stock provisions of the Amended and Restated Certificates of\nIncorporation shall remain in full force and effect.\n\n\n                                       8.\n\n\n\n\n\n       IN WITNESS WHEREOF, Gilead Sciences, Inc. has caused this Certificate of\nAmendment to be signed by its President and attested to by its Secretary this\nday of February 02, 2001.\n\n\n                                                GILEAD SCIENCES, INC.\n\n\n                                                \/s\/ John C. Martin\n                                                -------------------------------\n                                                John C. Martin\n                                                PRESIDENT\n\nATTEST:\n\n\n\/s\/ Mark L. Perry\n---------------------------\nMark L. Perry\nSECRETARY\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       9.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7639],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9573,9575],"class_list":["post-41600","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gilead-sciences-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41600","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41600"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41600"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41600"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41600"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}