CERTIFICATE OF DESIGNATION, PREFERENCES, AND RIGHTS
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
ORCHID BIOSCIENCES, INC.
ORCHID BIOSCIENCES, INC., a Delaware corporation (the "Corporation"), does hereby certify that,
pursuant to authority conferred on the Board of Directors of the Corporation by the Restated Certificate of
Incorporation of the Corporation, and pursuant to the provisions of Section 151 of Title 8 of the Delaware Code,
the Board of Directors, at a meeting of its members held May 16, 2001, adopted a resolution providing for the
designation, preferences and relative, participating, optional or other rights, and qualifications, limitations or
restrictions thereof, of one million (1,000,000) shares of the Corporation's Preferred Stock, $.001 par value per
share, which resolution is as follows:
designated as "Series A Junior Participating Preferred Stock" and the number of shares constituting such series
shall be 1,000,000. Such number of shares may be increased or decreased by resolution of the Board of
Directors; provided, however, that no decrease shall reduce the number of shares of Series A Junior Participating
Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A
Junior Participating Preferred Stock.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any series of Preferred Stock ranking prior and superior
to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of
Series A Junior Participating Preferred Stock, in preference to the holders of Common Stock, $.001 par value
RESOLVED: That pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Ar