EXHIBIT 1.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INTERACTIVE GROUP, INC.
Robert J. Stahl and William J. Hanson certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of InterActive Group, Inc., a California corporation.
2. Article First of the Certificate of Incorporation of this corporation
is hereby amended to read as follows:
"FIRST: The name of the corporation is 'Arrowhead Research
Corporation'."
3. Article Fourth of the Certificate of Incorporation of this corporation
is hereby amended to read as follows:
"FOURTH: The total number of shares which the corporation shall have
authority to issue is 60,000,000, of which 50,000,000 shares shall be
common stock, $.001 par value ("Common Stock"), and 10,000,000 shares shall
be preferred stock, $.001 par value ("Preferred Stock"). The Board of
Directors is authorized, subject to the limitations prescribed by law and
the provisions of this Article FOURTH, to provide for the issuance of the
Preferred Stock in series, and by filing a certificate pursuant to the
applicable laws of the State of Delaware, to establish from time to time
the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions thereof. The
authority of the Board of Directors with respect to each such series shall
include, but not be limited to, the determination of the following: (a) The
number of shares constituting that series and the distinctive designation
of that series; (b) The dividend rate, if any, on the shares of that
series, whether dividends shall be cumulative, and, if so, from which date
or dates, and the relative priority, if any, of payment of dividends on
shares of that series; (c) Whether that series shall have voting rights, in
addition to the voting rights expressly required by law, and, if so, the
terms of such voting rights; (d) Whether that series shall have conversion
privileges, and, if so, the terms and conditions of such conversion,
including provisions for adjustment of the conversion rate in such events
as the Board of Directors shall determine; (e) Whether or not the shares of
that series shall be redeemable, and, if so, the terms and conditions of
such redemption, including the date or dates upon or after which they shall
be redeemable, and the amount per share payable in the case of redemption,
which amount may vary under different conditions and at different
redemption dates; (f) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms and
amount of such sinking fund; (g) The rights of the shares of that series in
the event of a voluntary or involuntary liquidation, dissolution or winding
up of the corporation, and the relative rights of priority, if any, of
payment of shares of that series; and (h) Any other relative rights,
preferences and limitations of that series.
Upon the amendment of this Article FOURTH to read as hereinabove set forth,
each sixty-five (65) shares of Common Stock then outstanding shall thereby
be combined, reconstituted and converted into one share of Common Stock,
each six and one-half (6.5) shares of Preferred Stock designated as Series
A Preferred Stock then be combined, reconstituted and converted into one
share of Common Stock. No fractional shares shall be issued to shareholders
in connection with such combination, reconstitution and conversion,
butt in lieu thereof one additional whole share shall be distributed to
each holder of shares of Common Stock who would otherwise have been
entitled to receipt of any fractional share."
3. The foregoing amendments of the Certificate of Incorporation have been
duly approved by the Board of Directors of this corporation in accordance with
Section 242 of the Delaware General Corporation Law.
4. The foregoing amendments of the Certificate of Incorporation have been
duly approved by the required vote of the stockholders of this corporation in
accordance with Section 242 of the Corporations Code, including the separate
vote of the holders of the Series A Preferred Stock. The total number of
outstanding shares of the Common Stock of this corporation is 5,276,039, the
total number of outstanding shares of the Series A Preferred Stock of this
corporation is 2,000,000, and no other shares of the Preferred Stock of this
corporation have been issued or are outstanding. The number of shares of Common
Stock voting in favor of the amendments equaled or exceeded the vote required.
The percentage vote required was more than 50%. The number of votes cast by the
holders of the Series A Preferred Stock in favor of the amendments equaled or
exceeded the vote required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
Delaware that the matters set forth in this certificate are true and correct of
our own knowledge.
Dated: December 12, 2003.
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Robert J. Stahl, President
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William J. Hanson, Secretary