5/9/2016
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`Genentech, Inc. - Exhibit 3.5
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`EX-3.5 3 dna-ex3_5.htm CERTIFICATE OF THIRD AMENDMENT OF AMENDED AND
`RESTATED CERTIFICATE OF INCORPORATION
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`CERTIFICATE OF THIRD AMENDMENT
`OF AMENDED AND RESTATED
`CERTIFICATE OF INCORPORATION
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`EXHIBIT 3.5
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`Genentech, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of
`Delaware,
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`DOES HEREBY CERTIFY:
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`FIRST: That at a meeting of the Board of Directors of Genentech, Inc. resolutions were duly adopted setting forth a proposed
`amendment of the Amended and Restated Certificate of Incorporation of said corporation, declaring said amendment to be
`advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth
`the proposed amendment is as follows:
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`RESOLVED, that the Amended and Restated Certificate of Incorporation of this corporation be amended by changing
`"Section 4.01(a)" of the Article thereof numbered "4" so that, as amended, said Section of said Article shall be and read as
`follows:
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` Section 4.01. Capital Stock. (a) The Corporation is authorized to issue two classes of stock to be designated, respectively, preferred stock
`and common stock. The total number of shares which the Corporation is authorized to issue is three billion one hundred million (3,100,000,000)
`shares. One hundred million (100,000,000) shares shall be designated preferred stock, par value $0.02 per share ("Preferred Stock"). Three billion
`(3,000,000,000) shares shall be designated common stock, par value $0.02 per share ("Common Stock"). The common stock of the Corporation
`shall be all of one class.
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`SECOND: That thereafter, pursuant to resolution of its Board of Directors, the regular meeting of the stockholders of said
`corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the
`State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the
`amendment.
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`THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General
`Corporation Law of the State of Delaware.
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`FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.
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`IN WITNESS WHEREOF, said Genentech, Inc. has caused this Third Certificate of Amendment to be signed by Stephen G.
`Juelsgaard, an Authorized Officer, this 16th day of April, 2004.
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`GENENTECH, INC.
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`By:
`/s/ Stephen G. Juelsgaard
`Name:
`Stephen G. Juelsgaard
`Title:
`Executive Vice President, General Counsel
`and Secretary
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`https://www.sec.gov/Archives/edgar/data/318771/000031877104000010/dna-ex3_5.htm
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`SANOFI v. GENENTECH
`IPR2015-01624
`EXHIBIT 2100
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`1/1