Exhibit 3.3

ARTICLES OFAMENDMENT

OF

ARTICLES OFINCORPORATION

OF

TRIPOS, INC.

**                    ** Pursuant to the authority vested in the Board of Directors of TRIPOS,INC., a Utah corporation (the "Corporation"), by and through the Articles ofIncorporation of the Corporation, and as permitted by Sections 602, 1002 and1006 of the Utah Revised Business Corporation Act, the Board of Directors of theCorporation has adopted the following amendments to the Articles ofIncorporation of the Corporation, without shareholder action, dated effective asof April 26, 2006 (shareholder action was not required):

RESOLVED:   ThatArticle III, Section 2 of the Articles of Incorporation of the Corporation beand  hereby are amended by adding the following to the end of such Section,following the Designation of Rights and Preferences of TRIPOS, INC. Series CConvertible Preferred Stock, as set forth in the Articles of Amendment to theCorporation's Articles of Incorporation, filed with the Utah Department ofCommerce, Division of Corporations and Commercial Code, effective as ofFebruary 4, 2000:

DESIGNATION OFRIGHTS AND PREFERENCESOF TRIPOS, INC.SERIES C CONVERTIBLE PREFERRED STOCK 

# Section 1.         Designation and Amount. One million eight hundred thirty-three thousand three hundred thirty-three (1,833,333)of the authorized and previously undesignated shares of Preferred Stock aredesignated as "Series C Convertible Preferred Stock" (the "Series C PreferredStock"), with par value of $.01 per share.

# Section 2.         Dividends. 

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# (a)        General.  The holdersof the Series C Preferred Stock shall be entitled to receive, out of fundslegally available therefor, dividends at the same rate as dividends (other thandividends paid in additional shares of the Corporation's Common Stock ("CommonStock")) are paid with respect to the Common Stock (treating each share ofSeries C Preferred Stock as being equal to the number of shares of Common Stock(including fractions of a share) into which each share of Series C PreferredStock is then convertible).  The holders of the Series C Preferred Stock shallbe entitled to receive, out of funds legally available therefor, dividends atthe same rate as dividends (other than dividends paid in additional shares ofSeries C Preferred Stock) are paid with respect to any other series or class ofPreferred Stock (treating each share of Preferred Stock as being equal to thenumber of shares of Common Stock (including fractions of a share) into whicheach share of Preferred Stock is then convertible).  Subject to the foregoingrestrictions, dividends may be declared and paid on Series C Preferred Stockfrom funds lawfully available therefor if, as and when, determined by the Boardof Directors of the Corporation (the "Board").

# (b)        Quarterly Dividends. In addition to the foregoing, the holders of shares of Series C Preferred Stockshall be entitled to receive, prior and in preference to the declaration orpayment of any dividend or distribution to the holders of shares of CommonStock or of any other shares or securities of the Corporation ranking junior tosuch Series C Preferred Stock with respect to the payment of dividends, adividend in an amount of 10.5% per annum, payable quarterly on the last day ofMarch, June, September and December in each year, commencing on June 30, 2006 ("QuarterlyDividend Date").  Dividends on each share of Series C Preferred Stock shall becumulative and accrue from the date of the original issuance of such share ofSeries C Preferred Stock (the "Series C Original Issue Date"); provided, thatthe amount of dividends on the first quarterly dividend date after the Series COriginal Issue Date for any share of Series C Preferred Stock shall equal theapplicable Dividend Rate (as that term is defined in Section 2(c) below)multiplied by a fraction (A) the numerator of which shall equal the number ofdays from and including the Series C Original Issue Date for such share to andincluding such first quarterly dividend, and (B) the denominator of which isninety (90).

(c)        Payment ofDividends.  Dividends with respect to the Series C Preferred Stock shall bepaid quarterly in cash.  The Corporation shall be obligated to declare and payeach quarterly dividend as set forth above so long as the Corporation has fundsthat may be paid out as dividends without violating any law, rule or regulationby which the Corporation or its directors are bound.  If the Corporation failsto declare or pay a cash dividend equal to the full accruing dividend requiredby Section 2(b) above for any reason, such unpaid cash dividends shall accrueinterest at 18% per annum, compounded annually.  Any accrued but unpaiddividends, and all interest thereon, shall be paid immediately prior to, anEvent (as defined in Section 3(c) below), or a conversion or redemption of anysuch holder's Series C Preferred Stock pursuant to Section 5, 6 or 7 hereof. In addition, notwithstanding the foregoing, if an Event occurs, the Corporationshall declare and pay an additional dividend on the Series C Preferred Stock inan aggregate amount equal to the Minimum Dividend (as defined below) minus theaggregate amount of dividends accrued to the holders of the Series C PreferredStock pursuant to Section 2(b) above (whether paid or unpaid) prior to the dateof the Event.  The "Minimum Dividend" shall equal either (i) nine hundredfifty-eight thousand three hundred thirty-three dollars ($958,333) if the Eventoccurs prior to January 26, 2007 (the "Key Date") or (ii) one million onehundred fifty-five thousand dollars ($1,155,000) if the Event occurs after theKey Date.

# Section 3.         Liquidation,Dissolution or Winding-Up; Certain Mergers, Consolidations and Asset Sales.

###                        (a)        Payment Upon Liquidation.

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#### (i)         Series CPreferred Stock.  Upon any liquidation, dissolution or winding-up of theCorporation or a Deemed Liquidation (as defined in Section 3(c) below), whethervoluntary or involuntary, the holders of each share of Series C Preferred Stockshall be entitled to receive prior and in preference to any distribution to theholders of any other series or class of Preferred Stock or Common Stock byreason of their ownership thereof, an amount, to be paid first out of theassets of the Corporation available for distribution to holders of the capitalstock of all classes, equal to the greater of (A) $3.00 per share (which amountshall be subject to equitable adjustment whenever there shall occur a stockdividend, distribution, stock split, combination of shares, reclassification orother similar event with respect to the Series C Preferred Stock) plus anydeclared but unpaid or accrued but unpaid dividends thereon, and any accruedbut unpaid interest thereon, to and including the date full payment shall betendered to the holders of Series C Preferred Stock with respect to suchliquidation, dissolution or winding-up and (B) such amount per share as wouldhave been payable had each such share been converted into Common Stock pursuantto Section 5 (without regard to the restrictions set forth inSection 5(b)) immediately prior to such liquidation, dissolution or winding up.

If the assets of the Corporation shall beinsufficient to permit the payment in full to the holders of the Series CPreferred Stock of all amounts distributable to them under the foregoingsentence, then the entire assets of the Corporation available for such distributionshall be distributed ratably among the holders of the Series C Preferred Stockon a pari passu basis in proportion to the full preferential amount each suchholder is otherwise entitled to receive. 

#### (ii)        Common Stockand Other Preferred Stock.  After such payments shall have been made infull to the holders of the Series C Preferred Stock or funds necessary for suchpayments shall have been set aside by the Corporation in trust for the accountof holders of Series C Preferred Stock so as to be available for such payments,the remaining assets available for distribution shall be distributed among theholders of the Common Stock and any other class or series of Preferred Stock .

Upon conversion of shares of Series CPreferred Stock into shares of Common Stock pursuant to Section 5 below, theholder of such Common Stock shall not be entitled to any preferential paymentor distribution in case of any liquidation, dissolution or winding-up of theCorporation, but shall share ratably in any distribution of the assets of theCorporation to all the holders of Common Stock.

###                        (b)        Distributions Other than Cash.  Whenever the distributionprovided for in this Section 3 shall be payable in property other than cash,the value of such distribution shall be the fair market value of such propertyas determined in good faith by the Board.  

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###                        (c)        Merger as Liquidation, etc.  In theevent of (i) a consolidation or merger of the Corporation into or with anyother entity or entities that results in the exchange of outstanding shares ofthe Corporation for securities or other consideration issued or paid or causedto be issued or paid by any such entity or affiliate thereof (except aconsolidation or merger into a wholly owned subsidiary or merger in which theCorporation is the surviving Corporation and, in either case, the holders ofthe Corporation's voting stock outstanding immediately prior to the transactionconstitute a majority of the holders of voting stock outstanding immediatelyfollowing the transaction), (ii) the sale or transfer by the Corporationof all or substantially all its assets in one or a series of relatedtransactions, or (iii) the sale or transfer by the Corporation'sstockholders of capital stock representing a majority of the voting power atelections of directors of the Corporation (each, an "Event"), such Event shallbe deemed to be a liquidation within the meaning of the provisions of thisSection 2 (a "Deemed Liquidation") unless the holders of the Series CPreferred Stock at the time of the Event elect not to treat such Event as aDeemed Liquidation by a vote of a majority of the then outstanding shares ofSeries C Preferred Stock  and by giving written notice thereof to theCorporation at least seven days before the effective date of the Event.  The amountdeemed distributed to the holders of Series C Preferred Stock upon any suchDeemed Liquidation shall be the cash or the value of the property, rights orsecurities distributed to such holders by the acquiring person, firm or otherentity.  The value of such property, rights or other securities shall bedetermined in good faith by the Board.

###                        (d)        Notice and Opportunity to Exercise Conversion Rights. Notwithstanding anything to the contrary that may be inferred from theprovisions of this Section 3, each holder of shares of Series C Preferred Stockshall be entitled to receive notice from the Corporation pursuant to Section5(k) hereof of any proposed Event or liquidation, dissolution or winding-up ofthe Corporation at least 10 days prior to the date on which any suchliquidation, dissolution or winding-up of the Corporation is scheduled to occurand, at any time prior to any such liquidation, dissolution or winding-up ofthe Corporation, to convert any or all of such holder's shares of Series CPreferred Stock into shares of Common Stock pursuant to and subject to therestrictions of Section 5 hereof.

# Section 4.         Voting Rights.

###                        (a)        General.   Holders of SeriesC Preferred Stock shall be entitled to notice of any stockholders' meeting. Except as otherwise required by law, these Articles of Incorporation or asotherwise limited by applicable rules, regulations and interpretations ofNasdaq or the NASD, as determined in good faith by the Board, at any annual orspecial meeting of the Corporation's stockholders, or in connection with anywritten consent in lieu of any such meeting, each outstanding share of Series CPreferred Stock shall be entitled to the number of votes equal to the number offull shares of Common Stock into which such share of Series C Preferred Stock areconvertible on the date of issuance of such shares of Series C Preferred Stock (calculatedby rounding any fractional share down to the nearest whole number) as adjustedfrom time to time pursuant to paragraphs (e) and (f) of Section 5 hereof. Except as otherwise required by law, these Articles of Incorporation or asotherwise limited by applicable rules, regulations and interpretations ofNasdaq or the NASD, as determined in good faith by the Board, the Series C Preferred Stock and theCommon Stock shall vote together on each matter submitted to the stockholders,and not by separate class or series.

###                        (b)        Restricted Actions.  In addition toany other rights provided by law, for so long as any shares of Series CPreferred Stock remain outstanding, the Corporationshall not (by amendment, merger, consolidation or otherwise), without firstobtaining the affirmative vote or written consent of the holders of a majorityof the then outstanding shares of Series C Preferred Stock voting together as aseparate class: 

#### (i)         amend thepreferences, rights or privileges of the Series C Preferred Stock;      

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#### (ii)        authorizeor designate any class or series of capital stock having   rights senior to oron a parity with the Series C Preferred Stock as to dividends, liquidation,voting or otherwise; or

#### (iii)       amendits Articles of Incorporation so as to adversely affect the rights orprivileges granted to the Series C Preferred Stock.

# Section 5.         OptionalConversion.  Theholders of the Series C Preferred Stock shall have conversion rights as follows(the "Conversion Rights"):

###                        (a)        Right to Convert.  Each share ofSeries C Preferred Stock shall be convertible, at the option of the holderthereof, at any time and from time to time, and without the payment ofadditional consideration by the holder thereof, into such number of fully paidand nonassessable shares of Common Stock as is determined by dividing $3.00 bythe Conversion Price (as defined below) in effect at the time of conversion. The Conversion Price shall initially be $3.00 for the Series C Preferred Stock(the "Conversion Price").   Such initial Conversion Price, and the rate atwhich shares of Series C Preferred Stock may be converted into shares of CommonStock, shall be subject to adjustment as provided below.  In the eventof a notice of redemption of any shares of Series C Preferred Stock pursuant toSection 7 hereof, the Conversion Rights of the shares designated forredemption shall terminate at the close of business on the first full daypreceding the date fixed for redemption, unless the redemption price is notpaid on such redemption date, in which case the Conversion Rights for suchshares shall continue until such price is paid in full.

###                        (b)        Conversion Restrictions.  In noevent shall any holder be entitled to convert Series C Preferred Shares if suchconversion would cause the aggregate number of shares of Common Stockbeneficially owned by the holder and its affiliates (including, but not limitedto, any person who may be deemed an affiliate for purposes of aggregation underRule 144(e) promulgated under the Securities Act of 1933, as amended) to exceed9.999% of the outstanding shares of Common Stock following such conversion. Forpurposes of this paragraph, beneficial ownership shall be calculated in accordancewith Section 13(d) of the Securities Exchange Act of 1934, as amended. 

###                        (c)        Fractional Shares.  No fractionalshares of Common Stock shall be issued upon conversion of the Series CPreferred Stock.  In lieu of any fractional shares to which the holder wouldotherwise be entitled, the Corporation shall pay cash equal to such fractionmultiplied by the then effective Conversion Price.

###                        (d)        Mechanicsof Conversion.

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#### (i)         Inorder for a holder of Series C Preferred Stock to convert shares of Series C PreferredStock into shares of Common Stock, such holder shall surrender the certificateor certificates for such shares of Series C Preferred Stock, at the office ofthe transfer agent for the Series C Preferred Stock (or at the principal officeof the Corporation if the Corporation serves as its own transfer agent),together with written notice that such holder elects to convert all or anynumber of the shares of Series C Preferred Stock represented by suchcertificate or certificates.  Such notice shall state such holder's name or thenames of the nominees in which such holder wishes the certificate orcertificates for shares of Common Stock to be issued.  If required by theCorporation, certificates surrendered for conversion shall be endorsed oraccompanied by a written instrument or instruments of transfer, in formsatisfactory to the Corporation, duly executed by the registered holder or hisor its attorney duly authorized in writing.  The date of receipt of suchcertificates and notice by the transfer agent (or by the Corporation if theCorporation serves as its own transfer agent) shall be the conversion date("Conversion Date"), and the shares of Common Stock issuable upon conversion ofthe shares represented by such certificate shall be deemed to be outstanding ofrecord as of such date.  The Corporation shall, as soon as practicable afterthe Conversion Date, issue and deliver at such office to such holder of SeriesC Preferred Stock, or to his or its nominees, a certificate or certificates forthe number of shares of Common Stock to which such holder shall be entitled,together with cash in lieu of any fraction of a share.

#### (ii)        TheCorporation shall at all times when any Series C Preferred Stock shall beoutstanding, reserve and keep available out of its authorized but unissuedstock, for the purpose of effecting the conversion of the Series C PreferredStock, such number of its duly authorized shares of Common Stock as shall fromtime to time be sufficient to effect the conversion of all outstanding Series CPreferred Stock.  Before taking any action which would cause an adjustmentreducing the Conversion Price below the then par value of the shares of CommonStock issuable upon conversion of Series C Preferred Stock, the Corporationwill take any corporate action which may, in the opinion of its counsel, benecessary in order that the Corporation may validly and legally issue fullypaid and nonassessable shares of Common Stock at such adjusted ConversionPrice.

#### (iii)       Uponany such conversion, no adjustment to the Conversion Price shall be made forany declared but unpaid dividends on the Series C Preferred Stock surrenderedfor conversion or on the Common Stock delivered upon conversion.

#### (iv)       Allshares of Series C Preferred Stock which shall have been surrendered forconversion as herein provided shall no longer be deemed to be outstanding andall rights with respect to such shares, including the rights, if any, toreceive notices and to vote, shall immediately cease and terminate on theConversion Date, except only the right of the holders thereof to receive sharesof Common Stock in exchange therefor and payment of any dividends declared butunpaid or accrued but unpaid thereon and any accrued but unpaid interest withrespect to such dividends.  Any shares of Series C Preferred Stock so convertedshall be retired and cancelled and shall not be reissued, and the Corporation(without the need for stockholder action) may from time to time take suchappropriate action as may be necessary to reduce the authorized number ofshares of Series C Preferred Stock accordingly.

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#### (v)        TheCorporation shall pay any and all issue and other taxes that may be payable inrespect of any issuance or delivery of shares of Common Stock upon conversionof shares of Series C Preferred Stock pursuant to this Section 5.  TheCorporation shall not, however, be required to pay any tax which may be payablein respect of any transfer involved in the issuance and delivery of shares ofCommon Stock in a name other than that in which the shares of Series CPreferred Stock so converted were registered, and no such issuance or deliveryshall be made unless and until the person or entity requesting such issuancehas paid to the Corporation the amount of any such tax or has established, tothe satisfaction of the Corporation, that such tax has been paid.

###                        (e)        Adjustment for Stock Splits andCombinations.  If the Corporation shall at any time or from time to timeafter the Series C Original Issue Date effect a subdivision of the outstandingCommon Stock, the Conversion Prices then in effect immediately before thatsubdivision shall be proportionately decreased.  If the Corporation shall atany time or from time to time after the Series C Original Issue Date combinethe outstanding shares of Common Stock, the Conversion Prices then in effectimmediately before the combination shall be proportionately increased.  Anyadjustment under this paragraph shall become effective at the close of businesson the date the subdivision or combination becomes effective.

###                        (f)         Adjustment for Certain Dividends andDistributions.  In the event the Corporation at any time, or from time totime after the date hereof shall make or issue, or fix a record date for thedetermination of holders of Common Stock entitled to receive, a dividend orother distribution payable in additional shares of Common Stock, then and ineach such event the Conversion Prices then in effect immediately before suchevent shall be decreased as of the time of such issuance or, in the event sucha record date shall have been fixed, as of the close of business on such recorddate, by multiplying the Conversion Prices then in effect by a fraction:

(1)        the numerator of which shall be the total number ofshares of Common Stock issued and outstanding immediately prior to the time ofsuch issuance or the close of business on such record date, and

(2)        the denominator of which shall be the total number ofshares of Common Stock issued and outstanding immediately prior to the time ofsuch issuance or the close of business on such record date plus the number ofshares of Common Stock issuable in payment of such dividend or distribution;

provided, however, if such recorddate shall have been fixed and such dividend is not fully paid or if suchdistribution is not fully made on the date fixed therefor, the ConversionPrices shall be recomputed accordingly as of the close of business on suchrecord date and thereafter the Conversion Prices shall be adjusted pursuant tothis paragraph as of the time of actual payment of such dividends ordistributions; and provided further, however, that no such adjustment shall bemade if the holders of Series C Preferred Stock simultaneously receive (i) adividend or other distribution of shares of Common Stock in a number equal to thenumber of shares of Common Stock as they would have received if all outstandingshares of Series C Preferred Stock had been converted into Common Stock on thedate of such event or (ii) a dividend or other distribution of shares of SeriesC Preferred Stock which are convertible, as of the date of such event, intosuch number of shares of Common Stock as is equal to the number of additionalshares of Common Stock being issued with respect to each share of Common Stockin such dividend or distribution.

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###                        (g)        Adjustments for Other Dividends andDistributions.  In the event the Corporation at any time or from time totime after the Series C Original Issue Date shall make or issue, or fix arecord date for the determination of holders of Common Stock entitled toreceive, a dividend or other distribution payable in securities of theCorporation (other than shares of Common Stock) or in cash or other property(other than cash out of earnings or earned surplus, determined in accordancewith generally accepted accounting principles), then and in each such eventprovision shall be made so that the holders of the Series C Preferred Stockshall receive upon conversion thereof in addition to the number of shares ofCommon Stock receivable thereupon, the amount of securities of the Corporationthat they would have received had the Series C Preferred Stock been convertedinto Common Stock on the date of such event and had they thereafter, during theperiod from the date of such event to and including the conversion date, retainedsuch securities receivable by them as aforesaid during such period, givingapplication to all adjustments called for during such period under thisparagraph with respect to the rights of the holders of the Series C PreferredStock; and provided further, however, that no such adjustment shall be made ifthe holders of Series C Preferred Stock simultaneously receive a dividend orother distribution of such securities in an amount equal to the amount of suchsecurities as they would have received if all outstanding shares of Series CPreferred Stock had been converted into Common Stock on the date of such event.

###                        (h)        Adjustment for Merger or Reorganization,etc.  Subject to the provisions of Section 3(c), if there shall occur anyreorganization, recapitalization, consolidation or merger involving theCorporation in which the Common Stock is converted into or exchanged forsecurities, cash or other property (other than a transaction covered byparagraphs (e), (f) or (g) of this Section 5 or a transaction covered bySection 3 hereof), then, following any such reorganization, recapitalization,consolidation or merger, each share of Series C Preferred Stock shall beconvertible into the kind and amount of securities, cash or other propertywhich a holder of the number of shares of Common Stock of the Corporationissuable upon conversion of one share of Series C Preferred Stock immediatelyprior to such reorganization, recapitalization, consolidation or merger wouldhave been entitled to receive pursuant to such transaction; and, in such case,appropriate adjustment (as determined in good faith by the Board) shall be madein the application of the provisions in this Section 5 set forth withrespect to the rights and interest thereafter of the holders of the Series CPreferred Stock, to the end that the provisions set forth in thisSection 4 (including provisions with respect to changes in and otheradjustments of the Conversion Price) shall thereafter be applicable, as nearlyas reasonably may be, in relation to any shares of stock or other propertythereafter deliverable upon the conversion of the Series C Preferred Stock.

###                        (i)         No Impairment.  The Corporationwill not, other than by amendment of its Articles of Incorporation as permittedby law, through any reorganization, transfer of assets, consolidation, merger,dissolution, issue or sale of securities or any other voluntary action, avoidor seek to avoid the observance or performance of any of the terms to beobserved or performed hereunder by the Corporation, but will at all times ingood faith assist in the carrying out of all the provisions of this Section 5and in the taking of all such action as may be necessary or appropriate inorder to protect the Conversion Rights of the holders of the Series C PreferredStock against impairment.

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###                        (j)         Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of any Conversion Pricepursuant to this Section 5, the Corporation at its expense shall promptlycompute such adjustment or readjustment in accordance with the terms hereof andfurnish to each holder of any applicable series of Series C Preferred Stock acertificate setting forth such adjustment or readjustment and showing in detailthe facts upon which such adjustment or readjustment is based.  The Corporationshall, upon the written request at any time of any holder of Series C PreferredStock, furnish or cause to be furnished to such holder a certificate settingforth (i) the Conversion Price then in effect, and (ii) the number ofshares of Common Stock and the amount, if any, of other securities, cash orproperty which then would be received upon the conversion of such series ofSeries C Preferred Stock.

###                        (k)        Notice of Record Date.  In theevent:

#### (i)         theCorporation shall take a record of the holders of its Common Stock (or otherstock or securities at the time issuable upon conversion of the Series CPreferred Stock) for the purpose of entitling or enabling them to receive anydividend or other distribution, or to receive any right to subscribe for apurchase any shares of stock of any class or any other securities, or toreceive any other right; or

#### (ii)        ofany capital reorganization of the Corporation, any reclassification of theCommon Stock of the Corporation, any consolidation or merger of the Corporationwith or into another corporation (other than a consolidation or merger in whichthe Corporation is the surviving entity and its Common Stock is not convertedinto or exchanged for any other securities or property), or any transfer of allor substantially all of the assets of the Corporation; or

#### (iii)       ofthe voluntary or involuntary dissolution, liquidation or winding-up of theCorporation,

then, and in each such case, theCorporation will mail or cause to be mailed to the holders of the Series CPreferred Stock a notice specifying, as the case may be, (i) the record datefor such dividend, distribution or right, and the amount and character of suchdividend, distribution or right, or (ii) the effective date on which suchreorganization, reclassification, consolidation, merger, transfer, dissolution,liquidation or winding-up is to take place, and the time, if any is to befixed, as of which the holders of record of Common Stock (or such other stockor securities at the time issuable upon the conversion of the Series CPreferred Stock) shall be entitled to exchange their shares of Common Stock (orsuch other stock or securities) for securities or other property deliverableupon such reorganization, reclassification, consolidation, merger, transfer,dissolution, liquidation or winding-up.  Such notice shall be mailed at least10 days prior to the record date or effective date for the event specified insuch notice.

###                         (l)         No Re-issuance.  Upon anyconversion, redemption or repurchase of Series C PreferredStock, whether pursuant to the Articles of Incorporation or otherwise, suchconverted, redeemed or repurchased Series C Preferred Stock may not be reissuedby the Corporation, and the Corporation may thereafter take such appropriateaction (without the need for stockholder action) as may be necessary to reducethe authorized number of shares of Series C Preferred Stock accordingly.

# Section 6.         InvoluntaryConversion.  

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# (a)        Terms. In any ninety day period following the first anniversary ofthe Series C Original Issue Date, the Corporation, by way of written notice (an"Involuntary Conversion Notice") to the holders of Series C Preferred Stockshall have the right to convert, and to declare to be so converted, apercentage of the shares of Series C Preferred Stock into fully paid andnon-assessable shares of Common Stock at the then-applicable Conversion Pricefor Series C Preferred Stock that is equal to the quotient of (A) the averagetrading volume of the Common Stock for the twenty (20) trading days immediatelypreceding the date of the Involuntary Conversion Notice as reported on theNasdaq National Market or such other principal exchange and (B) 250,000(appropriately adjusted to take account of any stock split, stock dividend,combination of shares or the like), so long as (i) thevolume weighted average trading price of the Common Stock for the twenty (20)trading days immediately preceding the date of the Involuntary ConversionNotice as reported on the Nasdaq National Market or such other principalexchange is greater than two times the Conversion Price of the Series CPreferred Stock, (ii) the Common Stock issued upon conversion of the Series CPreferred Stock hereunder may be sold immediately pursuant to an effectiveregistration statement registering the resale of the shares and (iii) theaverage trading volume of the Common Stock for the twenty (20) trading daysimmediately preceding the date of the Involuntary Conversion Notice as reportedon the Nasdaq National Market or such other principal exchange is greater than50,000 shares (appropriately adjusted to take account of any stock split, stockdividend, combination of shares or the like).  

# (b)        Procedure.  Such conversions shall bedeemed to have been made immediately prior to the close of business on the dayof the mailing of the Involuntary Conversion Notice, and the person or personsentitled to receive the shares of Common Stock issuable upon such conversionsshall be treated for all purposes as the record holder or holders of such sharesof Common Stock as of such date.  The holders of Series C Preferred Stockshall, within five (5) business days of receiving the Involuntary ConversionNotice, surrender all certificates representing Series C Preferred Stock to beconverted; and, upon receipt by the Corporation of such surrendered certificateor certificates with any appropriate endorsement thereon as may be prescribedby the Board, the Corporation shall issue and deliver to such holder acertificate or certificates representing the shares of Common Stock into whichsuch shares of Series C Preferred Stock are convertible.

# Section 7.         Redemption.

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(a)       At the written election (the "Redemption Election") of holders of a majority invoting power of the outstanding shares of Series C Preferred Stock made at anytime on or after April 25, 2008, the Corporation shall be required to redeemall, but not less than all, of the outstanding shares of Series C PreferredStock upon the terms set forth in this Section 7.  Such redemption (the"Redemption Date") shall occur on a date specified in the Redemption Election,which shall be not less than 90 days after the date of the Redemption Election. On the Redemption Date, the holders shall surrender the certificate orcertificates for the shares to be redeemed duly endorsed for transfer or withduly executed stock transfer powers sufficient to permit transfer attached, atthe offices of the Corporation or of any transfer agent for the Series CPreferred Stock.  The Corporation shall, as soon as practicable thereafter,issue and deliver to each holder a certificate or certificates for the balanceof the shares not being redeemed.  The redemption price per share of SeriesC Preferred Stock shall be equal to $3.00 per share of Series C Preferred Stock(which amount  shall be subject to equitable adjustment whenever thereshall occur a stock dividend, stock split, combination of shares,reclassification or similar event with respect to the Series C Preferred Stock)plus all dividends declared but unpaid or accrued but unpaid, and any accruedbut unpaid interest with respect to such dividends, on, and any and all otheramounts owing with respect to, such share on the redemption date.

###                        (b)        Notice of redemption shall be sent by firstclass mail, postage prepaid, to each holder of record of Series C PreferredStock, not less than thirty days nor more than sixty days prior to theRedemption Date at the address of such holder as it appears on the books of theCorporation.  Such notice shall set forth (i) the Redemption Date and the placeof redemption; and (ii) the redemption price.  The Corporation shall beobligated to redeem the Series C Preferred Stock on the dates and in theamounts set forth in the notice; provided, however, that any holder of Series CPreferred Stock who is not party to the Redemption Election may convert any orall of the shares owned by such holder into Common Stock in accordance withSection 5 at any time prior to the date of redemption of such shares.  TheCorporation, if advised before the close of business on the Redemption Date bywritten notice from any holder of record of Series C Preferred Stock to beredeemed, shall credit against the number of shares of Series C Preferred Stockrequired to be redeemed from such holder, and shall not redeem, the number ofshares of Series C Preferred Stock which had been converted by such holder onor before such date and which had not previously been credited against anyredemption.

###                        (c)        If, on or before the Redemption Date, thefunds necessary for such redemption shall have been set aside by theCorporation and deposited with a bank or trust company, in trust for the prorata benefit of the holders of the Series C Preferred Stock that has beencalled for redemption, then, notwithstanding that any certificates for sharesthat have been called for redemption shall not have been surrendered forcancellation, the shares represented thereby shall no longer be deemedoutstanding from and after the Redemption Date, and all rights of holders ofsuch shares so called for redemption shall forthwith, after such redemptiondate, cease and terminate with respect to such shares, excepting only the rightto receive the redemption funds therefor to which they are entitled.  Anyinterest accrued on funds so deposited and unclaimed by stockholders entitledthereto shall be paid to such stockholders at the time their shares areredeemed or to the Corporation at the time unclaimed amounts are paid to it. In case the holders of Series C Preferred Stock which shall have been called forredemption shall not, within six years after the Redemption Date, claim theamounts so deposited with respect to the redemption thereof, any such bank ortrust company shall, upon demand, pay over to the Corporation such unclaimedamounts and thereupon such bank or trust company shall be relieved of allresponsibility in respect thereof to such holder and such holder shall lookonly to the Corporation for the payment thereof.  Any funds so deposited with abank or trust company which shall not be required for such redemption by reasonof the exercise subsequent to the date of such deposit of the right ofconversion of any shares or otherwise shall be returned to the Corporationforthwith.

###                        (d)        If the Corporation for any reason fails toredeem any of the shares of Series C Preferred Stock in accordance with Section7(a) on or prior to the Redemption Date, then, notwithstanding anything to thecontrary contained in the Articles of Incorporation, as amended:

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### (i)         Neither theCorporation nor any of its subsidiaries may incur any indebtedness for moneyborrowed (unless the proceeds of such incurrence of indebtedness are used tomake all overdue redemptions) or borrow or reborrow any amounts under any linesof credit which they may then have outstanding without the prior writtenconsent of the holders of not less than a majority of the then outstandingshares of Series C Preferred Stock; and

### (ii)        The Corporationshall be deemed to accrue on each share of Series C Preferred Stock an annualcumulative dividend of $0.54 (subject to equitable adjustment in the event ofany stock dividend, stock split, combination, reclassification of shares orother similar event), and such dividend shall accrue on each share of Series CPreferred Stock from the date of a default under this Section 7.  

###                        (e)        If the funds of the Corporation legallyavailable for redemption of shares of Series C Preferred Stock on theRedemption Date are insufficient to redeem the total number of shares of SeriesC Preferred Stock, those funds which are legally available will be used toredeem the maximum possible number of whole shares ratably among the holders ofsuch shares.  The shares of Series C Preferred Stock not redeemed shall remainoutstanding and entitled to all rights and preferences provided herein.  At anytime thereafter when additional funds of the Corporation are legally availablefor the redemption of such shares of Series C Preferred Stock, such funds willbe used, at the end of the next succeeding fiscal quarter, to redeem thebalance of such shares, or such portion thereof for which funds are thenlegally available.

IN WITNESSWHEREOF, these Articles of Amendment are hereby executed as of this Second dayof May, 2006.

TRIPOS, INC.

By:  /s/ John Yingling                                         

Title:   Vice President

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