AMENDED AND RESTATED

 

                          CERTIFICATE OF INCORPORATION

 

                                       OF

 

                           BARR PHARMACEUTICALS, INC.

 

                                  ARTICLE ONE

 

      The name of the Corporation is Barr Pharmaceuticals, Inc.

 

                                  ARTICLE TWO

 

      The address of the Corporation's registered office in the State of

Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name of

its registered agent at such address is Corporation Services Company.

 

                                 ARTICLE THREE

 

      The nature of the business or purposes to be conducted or promoted is to

engage in any lawful act or activity for which corporations may be organized

under the General Corporation Law of the State of Delaware.

 

                                  ARTICLE FOUR

 

      Section 1. Authorized Shares. The total number of shares of capital stock

which the Corporation has authority to issue is 202,000,000 shares, consisting

of:

 

            (a) 2,000,000 shares of Preferred Stock, par value $1.00 per share

("Preferred Stock"); and

 

            (b) 200,000,000 shares of Common Stock, par value $.01 per share

("Common Stock").

 

The Preferred Stock and the Common Stock shall have the rights, preferences and

limitations set forth below.

 

      Section 2. Preferred Stock. The Preferred Stock may be issued from time to

time and in one or more series. The Board of Directors of the Corporation is

authorized to determine or alter the powers, preferences and rights, and the

qualifications, limitations and restrictions granted to or imposed upon any

wholly unissued series of Preferred Stock, and within the limitations or

restrictions stated in any resolution or resolutions of the Board of Directors

originally fixing the number of shares constituting any series of Preferred

Stock, to increase or decrease (but not

<PAGE>

below the number of shares of any such series of Preferred Stock then

outstanding) the number of shares of any such series of Preferred Stock, and to

fix the number of shares of any series of Preferred Stock. In the event that the

number of shares of any series of Preferred Stock shall be so decreased, the

shares constituting such decrease shall resume the status which such shares had

prior to the adoption of the resolution originally fixing the number of shares

of such series of Preferred Stock subject to the requirements of applicable law.

The powers, preferences and relative, participating, optional and other special

rights of each series of Preferred Stock, and the qualifications, limitations or

restrictions thereof, if any, may differ from those of any and all other series

at any time outstanding. Any of the powers, preferences and rights, and the

qualifications, limitations and restrictions granted to or imposed upon any such

series of Preferred Stock may be made dependent upon facts ascertainable outside

the resolutions or resolutions providing for the issue of such Preferred Stock

adopted by the Board of Directors, provided that the manner in which such facts

shall operate upon the powers, preferences and rights, and the qualifications,

limitations and restrictions of such series of Preferred Stock is clearly and

expressly set forth in the resolution or resolutions providing for the issue of

such series of Preferred Stock adopted by the Board of Directors.

 

      Section 3. Common Stock.

 

            (c) Dividends. Except as otherwise provided by the Delaware General

Corporation Law or this Certificate of Incorporation (the "Certificate"), the

holders of Common Stock, subject to the rights of holders of any series of

Preferred Stock, shall share ratably in all dividends as may from time to time

be declared by the Board of Directors of the Corporation in respect of the

Common Stock out of funds legally available for the payment thereof and payable

in cash, stock or otherwise and in all other distributions, whether in respect

of liquidation or dissolution (voluntary or involuntary) or otherwise after

payment of liabilities and liquidation preference on any outstanding Preferred

Stock.

 

            (d) Conversion Rights. The Common Stock shall not be convertible

into, or exchangeable for, shares of any other class or classes or of any other

series of the same class of the Corporation's capital stock.

 

            (e) Preemptive Rights. No holder of Common Stock shall have any

preemptive rights with respect to the Common Stock or any other securities of

the Corporation, or to any obligations convertible (directly or indirectly) into

securities of the Corporation whether now or hereafter authorized.

 

            (f) Voting Rights. Except as otherwise provided by the Delaware

General Corporation Law or the Certificate and subject to the rights of holders

of any series of Preferred Stock, all of the voting power of the stockholders of

the Corporation shall be vested in the holders of the Common Stock, and each

holder of Common Stock shall have one vote for each share held by such holder on

all matters voted upon by the stockholders of the Corporation.

 

                                  ARTICLE FIVE

 

      The Corporation is to have perpetual existence.

 

 

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<PAGE>

                                  ARTICLE SIX

 

      Except as otherwise provided in this Certificate (including any duly

authorized certificate of designation of any series of Preferred Stock),

Directors shall be elected by a plurality of the votes of the shares entitled to

vote in the election of Directors present in person or represented by proxy at

the meeting of the stockholders in which Directors are elected. Elections of

directors need not be by written ballot unless the By-laws of the Corporation

shall so provide.

 

                                 ARTICLE SEVEN

 

      The number of directors which constitute the entire Board of Directors of

the Corporation shall be designated in the By-laws of the Corporation.

 

                                 ARTICLE EIGHT

 

      In furtherance and not in limitation of the powers conferred by statute,

the Board of Directors is expressly authorized to make, alter, amend or repeal

the By-laws of the Corporation.

 

                                  ARTICLE NINE

 

      Section 1. Limitation of Liability.

 

            (a) To the fullest extent permitted by the Delaware General

Corporation Law as it now exists or may hereafter be amended (but, in the case

of any such amendment, only to the extent that such amendment permits the

Corporation to provide broader indemnification rights than permitted prior

thereto), and except as otherwise provided in the Corporation's Bylaws, no

Director of the Corporation shall be liable to the Corporation or its

stockholders for monetary damages arising from a breach of fiduciary duty owed

to the Corporation or its stockholders.

 

            (b) Any repeal or modification of the foregoing paragraph by the

stockholders of the Corporation shall not adversely affect any right or

protection of a Director of the Corporation existing at the time of such repeal

or modification.

 

      Section 2. Right to Indemnification. Each person who was or is made a

party or is threatened to be made a party to or is otherwise involved (including

involvement as a witness) in any action, suit or proceeding, whether civil,

criminal, administrative or investigative (a "proceeding"), by reason of the

fact that he or she is or was a Director or officer of the Corporation or a

wholly-owned subsidiary of the Corporation or, while a Director or officer of

the Corporation or a wholly-owned subsidiary of the Corporation, is or was

serving at the request of the Corporation or a wholly-owned subsidiary of the

Corporation as a director, officer, employee, partner, member, manager, trustee,

fiduciary or agent of another corporation or of a partnership, joint venture,

limited liability company, trust or other entity or enterprise, including

service with respect to an employee benefit plan (an "indemnitee"), shall be

indemnified and held harmless by the Corporation to the fullest extent

authorized by the Delaware General Corporation Law, as the same exists or may

hereafter be amended (but, in the case of any such

 

 

                                       3

<PAGE>

amendment, only to the extent that such amendment permits the Corporation to

provide broader indemnification rights than permitted prior thereto), against

all expense, liability and loss (including attorneys' fees, judgments, fines,

excise taxes or penalties and amounts paid in settlement) reasonably incurred or

suffered by such indemnitee in connection therewith and such indemnification

shall continue as to an indemnitee who has ceased to be a Director, officer,

employee, partner, member, manager, trustee, fiduciary or agent and shall inure

to the benefit of the indemnitee's heirs, executors and administrators;

provided, however, that, except as provided in Section 3 of this Article Nine

with respect to proceedings to enforce rights to indemnification, the

Corporation shall not indemnify any such indemnitee in connection with a

proceeding (or part thereof) initiated by such indemnitee except to the extent

such proceeding (or part thereof) was authorized in writing by the Board of

Directors of the Corporation. The right to indemnification conferred in this

Section 2 of this Article Nine shall be a contract right and shall include the

obligation of the Corporation to pay the expenses incurred in defending any such

proceeding in advance of its final disposition (an "advance of expenses");

provided, however, that an advance of expenses incurred by an indemnitee in his

or her capacity as a Director or officer shall be made only upon delivery to the

Corporation of an undertaking (an "undertaking"), by or on behalf of such

indemnitee, to repay all amounts so advanced if it shall ultimately be

determined by final judicial decision from which there is no further right to

appeal (a "final adjudication") that such indemnitee is not entitled to be

indemnified for such expenses under this Section 2 of this Article Nine or

otherwise. For purposes of this Article Nine, a wholly-owned subsidiary of the

Corporation shall be deemed to include any subsidiary for which nominal equity

interests have been issued to a persons other than the Corporation or any of its

subsidiaries pursuant to the laws of such subsidiary's jurisdiction of

incorporation or organization.

 

      Section 3. Procedure for Indemnification. Any indemnification of a

Director or officer of the Corporation or advance of expenses under Section 2 of

this Article Nine shall be made promptly, and in any event within forty-five

days (or, in the case of an advance of expenses, twenty days), upon the written

request of the Director or officer. If a determination by the Corporation that

the Director or officer is entitled to indemnification pursuant to this Article

Nine is required, and the Corporation fails to respond within sixty days to a

written request for indemnity, the Corporation shall be deemed to have approved

the request. If the Corporation denies a written request for indemnification or

advance of expenses, in whole or in part, or if payment in full pursuant to such

request is not made within forty-five days (or, in the case of an advance of

expenses, twenty days), the right to indemnification or advances as granted by

this Article Nine shall be enforceable by the Director or officer in any court

of competent jurisdiction. Such person's costs and expenses incurred in

connection with successfully establishing his or her right to indemnification,

in whole or in part, in any such action shall also be indemnified by the

Corporation. It shall be a defense to any such action (other than an action

brought to enforce a claim for advance of expenses where the undertaking

required pursuant to Section 2 of this Article Nine, if any, has been tendered

to the Corporation) that the claimant has not met the standards of conduct which

make it permissible under the Delaware General Corporation Law for the

Corporation to indemnify the claimant for the amount claimed, but the burden of

such defense shall be on the Corporation. Neither the failure of the Corporation

(including its Board of Directors, independent legal counsel or its

stockholders) to have made a determination prior to the commencement of such

action that indemnification of the claimant is

 

 

                                       4

<PAGE>

proper in the circumstances because he or she has met the applicable standard of

conduct set forth in the Delaware General Corporation Law, nor an actual

determination by the Corporation (including its Board of Directors, independent

legal counsel or its stockholders) that the claimant has not met such applicable

standard of conduct, shall be defense to the action or create a presumption that

the claimant has not met the applicable standard of conduct. The procedure for

indemnification of other employees and agents for whom indemnification is

provided pursuant to Section 2 of this Article Nine shall be the same procedure

set forth in this Section 3 for Directors or officers, unless otherwise set

forth in the action of the Board of Directors providing indemnification for such

employee or agent.

 

      Section 4. Insurance. The Corporation may purchase and maintain insurance

on its own behalf and on behalf of any person who is or was a Director, officer,

employee or agent of the Corporation or a wholly-owned subsidiary of the

Corporation or was serving at the request of the Corporation or a wholly-owned

subsidiary of the Corporation as a Director, officer, employee, partner, member,

manager, trustee, fiduciary or agent of another corporation, partnership, joint

venture, limited liability company, trust or other entity or enterprise against

any expense, liability or loss asserted against him or her and incurred by him

or her in any such capacity, whether or not the Corporation would have the power

to indemnify such person against such expenses, liability or loss under the

Delaware General Corporation Law.

 

      Section 5. Service for Subsidiaries. Any person serving as a Director,

officer, employee, partner, member, manager, trustee, fiduciary or agent of

another corporation, partnership, joint venture, limited liability company,

trust or other entity or enterprise, at least 50% of whose equity interests are

owned by the Corporation (a subsidiary for purposes of this Article Nine) shall

be conclusively presumed to be serving in such capacity at the request of the

Corporation.

 

      Section 6. Amendment or Repeal. Any repeal or modification of the

foregoing provisions of this Article Nine shall not adversely affect any right

or protection hereunder of any Director or officer in respect of any act,

omission or condition existing or event or circumstance occurring prior to the

time of such repeal or modification.

 

      Section 7. Reliance. Persons who after the date of the adoption of this

provision become or remain Directors or officers of the Corporation or who,

while a Director or officer fo the Corporation, become or remain a Director,

officer, employee or agent of a subsidiary, shall be conclusively presumed to

have relied on the rights to indemnity, advance of expenses and other rights

contained in this Article Nine in entering into or continuing such service. The

rights to indemnification and to the advance of expenses conferred in this

Article Nine shall apply to claims made against an indemnitee arising out of

acts or omissions which occurred or occur both prior and subsequent to the

adoption hereof.

 

      Section 8. Non-Exclusivity of Rights. The rights to indemnification and to

the advance of expenses conferred in this Article Nine shall not be exclusive of

any other right which any person may have or hereafter acquire hereunder or

under any statute, by-law, agreement, vote of stockholders or disinterested

Directors or otherwise.

 

      Section 9. Other Sources. The Corporation's obligation, if any, to

indemnify or to advance expenses to any Director or officer who was or is

serving at its request as a director,

 

 

                                       5

<PAGE>

officer, employee or agent of an other entity shall be reduced by any amount

such Director or officer may collect as indemnification or advancement of

expenses from such other entity.

 

      Section 10. Other Indemnification and Prepayment of Expenses. This Article

Nine shall not limit the right of the Corporation, to the extent and in the

manner permitted by applicable law, to indemnify and to advance expenses to

persons other than Directors or officers (including employees and agents) with

the same or lesser scope and effect as provided herein when and as authorized by

appropriate corporate action.

 

      Section 11. Merger or Consolidation. For purposes of this Article Nine,

references to the "Corporation" shall include, in addition to the resulting

Corporation, any constituent Corporation (including any constituent of a

constituent) absorbed in a consolidation or merger which, if its separate

existence had continued, would have had power and authority to indemnify its

Directors or officers, so that any person who is or was a Director or officer of

such constituent Corporation, or at the request of the Corporation or a

wholly-owned subsidiary of the Corporation as a Director, officer, employee,

partner, member, manager, trustee, fiduciary or agent of another corporation or

of a partnership, joint venture, limited liability company, trust or other

entity or enterprise, including service with respect to an employee benefit

plan, shall stand in the same position under this Article Nine with respect to

the resulting or surviving Corporation as he or she would have with respect to

such constituent Corporation if its separate existence had continued.

 

      Section 12. Severability. If any provision of this Article Nine shall be

found to be invalid or limited in application by reason of any law or

regulation, it shall not affect the validity of the remaining provisions hereof.

 

                                  ARTICLE TEN

 

      Section 1. Terms of Directors. At each annual meeting of stockholders,

directors of the Corporation shall be elected to hold office until the

expiration of the term for which they are elected, and until their successors

have been duly elected and qualified; except that if any such election shall be

not so held, such election shall take place at stockholders' meeting called and

held in accordance with the Delaware General Corporation Law.

 

      Section 2. Vacancies. Subject to the rights of the holders of any series

of Preferred Stock to remove Directors and fill the vacancies thereby created

(as specified in any duly authorized certificate of designation of any series of

Preferred Stock), newly created directorships resulting from any increase in the

number of Directors or vacancies occurring on the Board of Directors for any

reason may be filled by vote of a majority of the remaining members of the Board

of Directors, although less than a quorum, at any meeting of the Board of

Directors. A person so elected by the Board of Directors to fill a vacancy shall

hold office until the next succeeding annual meeting of stockholders of the

Corporation and until his or her successor shall have been duly elected and

qualified.

 

 

                                       6

<PAGE>

                                 ARTICLE ELEVEN

 

      Meetings of stockholders may be held within or without the State of

Delaware, as the By-laws may provide. The books of the Corporation may be kept

(subject to any provision contained in the Delaware General Corporation Laws)

outside of the State of Delaware at such place or places as may be designated

from time to time by the Board of Directors or in the By-laws of the

Corporation.

 

                                 ARTICLE TWELVE

 

      Subject to the rights of holders of any series of Preferred Stock to act

by written consent as specified in any duly authorized certificate of

designation of any series of Preferred Stock, the stockholders of the

Corporation may not take any action by written consent in lieu of a meeting, and

must take any actions at a duly called annual or special meeting of stockholders

and the power of stockholders to consent in writing without a meeting is

specifically denied. Except as otherwise required by law, special meetings of

stockholders of the Corporation may be called only by either the Board of

Directors pursuant to a resolution adopted by the affirmative vote of the

majority of the total number of directors then in office, by the chairman of the

Board of Directors, or by the chief executive officer or president of the

Corporation.

 

                                ARTICLE THIRTEEN

 

      Notwithstanding any other provisions of this Certificate or any provision

of law which might otherwise permit a lesser vote or no vote, but in addition to

any affirmative vote of the holders of the capital stock required by law or this

Certificate, the affirmative vote of the holders of at least two-thirds (2/3) of

the combined voting power of all of the then outstanding shares of the

Corporation eligible to be cast in the election of directors shall be required

to alter, amend or repeal Article Eight, Article Nine, Article Ten, Article

Twelve or Article Fifteen hereof, or this Article Thirteen, or any provision

thereof or hereof.

 

                                ARTICLE FOURTEEN

 

      The Corporation reserves the right to amend, alter, change or repeal any

provision contained in this Certificate, in the manner now or hereafter

prescribed by statute, and all rights conferred upon stockholders, Directors or

any other person herein are granted subject to this reservation.

 

                                ARTICLE FIFTEEN

 

      The Corporation expressly elects to be governed by Section 203 of the

Delaware General Corporation Law.

[As Filed: 01/2004]