AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

MEDICIS PHARMACEUTICAL CORPORATION

FIRST. The name of the corporation is Medicis Pharmaceutical Corporation.

SECOND: The address of the corporationís registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, zip code 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 100 shares of Common Stock, par value $0.001 per share.

FIFTH: The board of directors of the corporation is expressly authorized to adopt, amend or repeal bylaws of the corporation.

SIXTH: Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the corporation.

SEVENTH: The number of directors of the corporation shall be fixed from time to time by the board of directors pursuant to the bylaws of the corporation.

EIGHTH: Any action required or permitted to be taken by the holders of common stock of the corporation, including but not limited to the election of directors, may be taken by written consent or consents but only if such consent or consents are signed by all holders of common stock.

NINTH: A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as currently in effect or as the same may hereafter be amended. No amendment, modification or repeal of this Article NINTH shall adversely affect any right or protection of a director that exists at the time of such amendment, modification or repeal.

 

[As Filed: 12-11-2012]