A B B 0 T T

 

                              L A B 0 R A T 0 R I E S

 

                         RESTATED ARTICLES OF INCORPORATION

 

 

 

RESTATED ARTICLE R-I

 

     1.   The name of the corporation is:  Abbott Laboratories.

 

     2.   The corporation was incorporated March 6, 1900 under the name:  The

          Abbott Alkaloidal Company.

 

     3.   Subsequent corporate names and the dates of their adoption are:

 

                      Name              Date Adopted

               -------------------      ------------

               Abbott Laboratories      May 29, 1915

 

 

RESTATED ARTICLE R-II

 

The address of its registered office in the State of Illinois on the date of

adoption of this Amendment and Restatement of Articles of Incorporation was:

14th Street and Sheridan Road, North Chicago, Illinois, County of Lake, and the

name of its Registered Agent at said address was: Laurence R. Lee.

 

 

 

RESTATED ARTICLE R-III

 

The duration of the corporation is:  Perpetual.

 

 

 

RESTATED ARTICLE R-IV

 

The purpose or purposes for which the corporation is organized are:

 

     (1)  To manufacture, purchase or otherwise acquire, own, sell, mortgage,

pledge, assign, convey, transfer, or otherwise dispose of, to invest, trade,

deal in and deal with all kinds of medicines, medicinal preparations and

supplies; chemical products, pharmaceutical products, drugs, druggists'

sundries, surgical instruments, dressings and supplies, dental instruments,

dressings and supplies, dentifrices, preparations used by dentists, and in

dentistry and oral surgery; hospital preparations and supplies; medicines,

preparations and instruments used in the cure and care of animals; perfumes and

perfumery, toilet preparations, and other articles generally dealt in the retail

drug trade; instruments, supplies and

 

                                     

<PAGE>

 

preparations used for medicinal, sanitary and other health purposes; and in

general all instruments, preparations and supplies that appertain to

pharmacy, pharmacology, medicines, drugs, sanitation and health.

 

     (2)  To own and operate laboratories for experimentation and research in

the fields of chemistry, pharmacology, biology and physics, or such other fields

as the corporation may engage in under its charter.

 

     (3)  To manufacture, purchase, or in any manner acquire, own, mortgage,

pledge, sell, assign, convey, transfer, or otherwise dispose of, to invest,

trade, deal in and deal with, goods, wares and merchandise, and personal

property of every class and description wherever situated or located.

 

     (4)  To develop, apply for, purchase, lease, acquire, hold, use, take or

grant licenses in respect of, mortgage, pledge, lease, sell, assign or otherwise

dispose of, letters patent of the United States or any foreign country, patent

rights, licenses, privileges, inventions, devices, improvements, and processes,

formulas, copyrights, trade marks and trade names.

 

     (5)  To purchase or otherwise acquire the whole or any part of the

property, assets, business, good will and rights and to undertake or assume the

whole or any part of the bonds, mortgages, franchises, leases, contracts,

indebtedness, liabilities and obligations of any person, firm, association,

corporation or organization, and to pay for the same or any part or combination

thereof in cash, shares of the capital stock, bonds, debentures, debenture

stock, notes, or other obligations of the corporation or otherwise, or by

undertaking and assuming the whole or any part of the liabilities or obligations

of the transferor; and to hold or in any manner dispose of the whole or any part

of the property and assets so acquired, and to conduct in any lawful manner the

whole or any part of the business so acquired and to exercise all the powers

necessary or convenient in and about the conduct, management and carrying on of

such business.

 

     (6)  To purchase, subscribe for, acquire, own, hold, sell, exchange,

assign, transfer, mortgage, pledge or otherwise dispose of shares of voting

trust certificates for shares of the capital stock, or any bonds, notes,

securities or evidence of indebtedness created by any other corporation or

corporations organized under the laws of this state or any other state or

district or country, nation or government to issue in exchange therefor shares

of the capital stock, bonds, notes or other obligations of the corporation and

while the owners thereof to exercise all the rights, powers and privileges of

ownership including the right to vote on any shares of stock or voting trust

certificates so owned; to promote, lend money to any corporation or association

of which any bonds, stocks, voting trust certificates, or other securities or

evidences of indebtedness shall be held by or for this corporation, or in which

or in the welfare of which, this corporation shall have any

 

                                      -2-

<PAGE>

 

interest, and to do any acts and things permitted by law and designed to

protect, preserve, improve or enhance the value of any such bonds, stocks or

other securities or evidences of indebtedness or the property of this

corporation.

 

     (7)  In general, to carry on any other lawful business whatsoever in

connection with the foregoing or which is calculated directly or indirectly to

promote the interest of the corporation or to enhance the value of its

properties and to have and exercise all the rights, powers and privileges, which

are now or may hereafter be conferred by the laws of Illinois, to execute, from

time to time, general or special powers of attorney to persons, firms,

associations or corporations either in the United States or in any other

country, state or locality, and to revoke same as and when the Board of

Directors may determine; and so far as law will permit, to do any or all of the

things hereinbefore set forth to the same extent as natural persons might or

could do, and in any part of the world, either as principal, agent, contractor,

or otherwise, or through corporations of which it may own the stock or

securities, or any part thereof, or otherwise, and either alone or in company

with others.

 

     (8)  To have all other powers possessed by corporations organized or

operating under the general corporation law of the State of Illinois.

 

 

RESTATED ARTICLE R-V

 

The aggregate number of shares which the Corporation is authorized to issue is

2,401,000,000 divided into two classes.  The designation of each class, the

number of shares of each class, and the par value, if any, of the shares of each

class, or a statement that the shares of any class are without par value, are as

follows:

 

<TABLE>

<CAPTION>

                                                          Par Value per

                                                          Share or State-

                                                          ment that Shares

                     Series         Number of             are Without Par

     Class          (if any)        Shares                     Value

- ----------------    -----------    ------------------     ------------------

<S>                 <C>            <C>                    <C>

Preferred Shares    Issuable in        1,000,000          $1 per share

                    series

Common Shares       None           2,400,000,000          Without par value

 

</TABLE>

 

The preferences, qualifications, limitations, restrictions and the special or

relative rights in respect of the shares of each class are:

 

SECTION A

 

The Preferred Shares

 

1.   The Preferred Shares may be issued in one or more series and

 

                                      -3-

<PAGE>

 

with such designation for each such series sufficient to distinguish the

shares thereof from the shares of all other series and classes, as shall be

stated and expressed in the resolution or resolutions providing for the issue

of each such series adopted by the Board of Directors.  The Board of

Directors in any such resolution or resolutions is hereby expressly

authorized to divide the Preferred Shares into series and to fix and

determine the relative rights and preferences of the shares of any series so

established as to:

 

          (i)       The rate per annum at which the holders of shares shall be

                    entitled to receive dividends.

 

          (ii)      The price at and the terms and conditions on which shares

                    may be redeemed.

 

          (iii)     The amount payable upon shares in event of involuntary

                    liquidation.

 

          (iv)      The amount payable upon shares in event of voluntary

                    liquidation.

 

          (v)       The sinking fund provisions, if any, for the redemption or

                    purchase of shares.

 

          (vi)      The terms and conditions on which shares may be converted,

                    if the shares are issued with the privilege of conversion.

 

     The Board of Directors may increase the number of shares designated for any

     existing series by a resolution adding to such series authorized and

     unissued Preferred Shares not designated for any other series.

 

2.   All preferred Shares of any one series shall be identical with each other

in all respects, except that shares of any one series issued at different times

as provided in paragraph 3 of this Section A, may differ as to the dates from

which dividends thereon shall be cumulative.

 

3.   Before any dividends on the Common Shares or on any other class or classes

of shares of the Corporation, ranking junior to the Preferred Shares with

respect to payment of dividends, shall be paid or declared or set apart for

payment, the holders of Preferred Shares shall be entitled to receive when and

as declared by the Board of Directors, cumulative cash dividends, out of any

funds legally available for the declaration of dividends and in the case of each

series at the rate per annum, and no more, for the particular series fixed in

the resolution or resolutions providing for the issue of such series of

Preferred Shares, adopted by the Board of Directors, payable quarterly on such

dates, in each year, as may be fixed in such resolution or resolutions.  With

respect to each series of the Preferred Shares, such dividends shall be

cumulative from the respective dates of issue thereof. No dividends shall be

paid on any series of the Preferred Shares in respect of any dividend period

unless

 

                                      -4-

<PAGE>

 

all cumulative dividends accrued prior to said dividend period with respect

to all Preferred Shares of each other series shall have been paid or declared

and set aside for payment.

 

4.   The holders of Preferred Shares shall be entitled to vote as a class and

otherwise as provided by law.

 

5.   Preferred shares which have been redeemed or shall have been purchased,

converted or otherwise acquired by the Corporation may thereafter be reissued

under such terms and conditions, not inconsistent with the provisions of this

Section A, as the Board of Directors may thereafter determine.

 

6.   In the event of any voluntary or involuntary liquidation, dissolution or

winding up of the Corporation, and before any distribution of the assets of the

Corporation shall be made to or set apart for the holders of the Common Shares

or of any other class of shares of the Corporation ranking junior to the

Preferred Shares with respect to payment of dividends or upon dissolution,

liquidation or winding up of the Corporation, the holders of the shares of each

series of the Preferred Shares then outstanding shall be entitled to receive

payment of such amount, as shall be stated and expressed in the resolution or

resolutions adopted by the Board of Directors providing for the issue of such

series; but such holders upon receipt of such payment shall be entitled to no

further payment.

 

7.   In case of any liquidation, dissolution or winding up of the Corporation,

if the amounts payable with respect to all series of Preferred Shares then

outstanding are not paid in full, the shares of all series of the Preferred

Shares shall share proportionately in accordance with the respective amounts

which would be payable on said shares if all amounts payable were paid in full.

 

8.   A consolidation or merger of the Corporation with or into one or more

corporations shall not be deemed to be a liquidation, dissolution or winding up

within the meaning of this Section A.

 

SECTION B

 

The Common Shares

 

1.   Subject to the limitations set forth in Section A of this Restated Article

R-V, the holders of Common Shares shall be entitled to dividends if, when and as

the same shall be declared by the Board of Directors out of funds of the

Corporation legally available thereof.

 

2.   The holders of Common Shares shall be entitled to vote as provided by law.

 

                                      -5-

<PAGE>

 

 

SECTION C

 

The Preferred and Common Shares

 

No holder of shares of any class of the Corporation shall be entitled as of

right to subscribe to or purchase any additional or increased shares of any

class (whether now or hereafter authorized), or obligations convertible into any

class or classes of shares (whether now or hereafter authorized), or shares of

any class convertible into shares of any other class or classes (whether now or

hereafter authorized), or obligations, shares or other securities carrying

warrants or rights to subscribe to shares of the Corporation of any class or

classes (whether now or hereafter authorized), but any and all shares, bonds,

debentures or other securities or obligations, whether or not convertible into

shares or carrying warrants entitling the holders thereof to subscribe to

shares, may be issued, sold or disposed of from time to time by the board of

Directors to such persons, firms or corporations and for such consideration (so

far as may be permitted by law, by the Articles of Incorporation of the

Corporation, and by the terms of any resolution creating any series of Preferred

Shares) as the Board of Directors shall from time to time in its absolute

discretion determine. Among other things the Board of Directors shall have the

right at any time and from time to time to offer, sell and issue shares of any

class of the Corporation, or obligations, shares or other securities carrying

warrants or rights to subscribe to shares of the Corporation of any class or

classes, to employees of the Corporation and to employees of subsidiaries of the

Corporation without first offering the same to its share holders, for such

prices or considerations, and upon such terms and conditions as the Board of

Directors shall from time to time determine, and upon any such issuance and

sale, or plan or proposal to issue and sell, the Board of Directors may classify

employees as in its discretion it may deem advisable, and may differentiate

between classes, and exclude any class from participation.  The fact that an

employee may be a director or an officer of the Corporation, or any of its

subsidiaries, shall not disqualify him from participation as an employee in any

such issuance or sale to employees.

 

                                      -6-

<PAGE>

 

RESTATED ARTICLE R-VI

 

1.   A director of the corporation shall not be personally liable to the

     corporation or its shareholders for monetary damages for breach of

     fiduciary duty as a director, except for liability (i) for any breach of

     the director's duty of loyalty to the corporation or its shareholders, (ii)

     for acts or omissions not in good faith or that involve intentional

     misconduct or a knowing violation of law, (iii) under Section 8.65 of the

     Illinois Business Corporation Act, or (iv) for any transaction from which

     the director derived an improper personal benefit; provided that the

     foregoing provision shall not eliminate or limit the liability of a

     director for any act or omission occurring before the date this provision

     became effective.

 

2.   Any person who was or is a party, or is threatened to be made a party to

     any threatened, pending or completed action, suit or proceeding, whether

     civil, criminal, administrative or investigative, by reason of the fact

     that he or she is or was a director, officer, employee or agent of the

     corporation, or who is or was serving at the request of the corporation as

     a director, officer, employee or agent of another corporation, partnership,

     joint venture, trust or other enterprise, shall, in the case of persons who

     are or were directors or officers of the corporation, and may, as to such

     other persons, be indemnified (and the corporation shall, in the case of

     persons who are or were directors or officers of the corporation, and may,

     as to such other persons, advance expenses incurred in defending such

     actions, suits or proceedings) to the fullest extent now or hereafter

     permitted by law.

 

3.   The foregoing right of indemnification and advancement of expenses shall

     not be deemed exclusive of any other rights to which those seeking

     indemnification or advancement of expenses may be entitled under any bylaw,

     agreement, vote of shareholders or disinterested directors or otherwise.

 

 

 

                                      -7-

<PAGE>

 

RESTATED ARTICLE R-VII

 

     1.  The class and number of shares issued on the date of adoption of this

Restatement of the Articles of Incorporation and the stated capital and paid-in

surplus as of such date were:

 

<TABLE>

<CAPTION>

 

                                              Stated Capital

           Series      Number of     Par       with Respect

Class     (If Any)      Shares      Value         Thereto  

- -----     --------     ---------    -----     ---------------

<S>        <C>         <C>          <C>       <C>

Common      None       4,388,318      $5      $41,889,395.75

 

                     Paid-in Surplus            $ None

 

Total Stated Capital and Paid-in Surplus     $41,889,395.75

 

</TABLE>

 

     2.  The class and number of shares and the stated capital and paid-in

surplus set forth in paragraph 1 above are changed by this Amendment and

Restatement as follows:

 

Effective as of the close of business on the date of filing this Amendment and

Restatement with the Secretary of State of Illinois each of the presently issued

Common Shares of $5 par value is hereby changed into three Common Shares without

par value authorized by this amendment to and restatement of Articles of

Incorporation. The amendment does not affect stated capital or paid-in surplus.

 

 

 

RESTATED ARTICLE R-VIII

 

The foregoing Restated Articles R-I to R-VII are an amendment constituting a

restatement of the Articles of Incorporation of Abbott Laboratories, effective

as of the date of issuance of the Certificate of Amendment of Articles of

Incorporation by the Secretary of State, and shall from that time supersede and

stand in lieu of the Corporation's pre-existing Articles of Incorporation.

 

 

                                      -8-

<PAGE>

 

ARTICLE R-IX

 

A majority of the directors then in office may fill one or more vacancies

occurring in the board of directors arising between meetings of shareholders by

reason of an increase in the number of directors or otherwise and any director

so elected shall serve until the next annual meeting of shareholders, provided

that at no time may the number of directors selected to fill vacancies in this

manner during any interim period between meetings of shareholders exceed 33-1/3

percent of the total membership of the board of directors.

 

 

 

                                      -9-

[As Filed: 05-14-1998]