AMENDED AND RESTATED
ICN PHARMACEUTICALS, INC.
(A DELAWARE CORPORATION)
(AS OF NOVEMBER 2, 2000)
SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be in
the City of Wilmington, County of New Castle.
SECTION 2. Other Offices. The Corporation may also have an office or offices other than said registered office
at such place or places, either within or without the State of Delaware, as the Board of Directors shall from time
to time determine or the business of the Corporation may require.
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. All meetings of the stockholders for the election of directors or for any other
purpose shall be held at any such place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver
SECTION 2. Annual Meeting. The annual meetings of the stockholders, commencing with the year 1995, shall
be held at such time as shall be designated from time to time by the Board of Directors and stated in the notice of
meeting. At such annual meeting, the stockholders shall elect, by a plurality vote, a Board of Directors and
transact such other business as may properly be brought before the meeting.
SECTION 3. Special Meetings. Subject to the rights of the holders of any class or series of Preferred Stock,
special meetings of stockholders, unless otherwise prescribed by statute, may only be called, at any time, by the
Board of Directors or the Chairman of the Board, if one shall have been elected.
SECTION 4. Notice of Meetings. Except as otherwise expressly required by statute, written notice of each
annual and special meeting of stockholders stating the date, place and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder of