AMENDED AND RESTATED
MEDICIS PHARMACEUTICAL CORPORATION
Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County
of New Castle, State of Delaware.
Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the
State of Delaware as the Board of Directors may from time to time determine.
Section 1. Annual Meeting. The annual meeting of the stockholders for the election of directors and for the
transaction of such other business as may properly come before the meeting, shall be held at such place, either
within or without the State of Delaware, on such date and at such time as the Board of Directors may by
resolution provide, or, if the Board of Directors fails to provide, then such meeting shall be held at the principal
office of the Corporation at 9:00 AM on the second Friday in November of each year or if such date is a legal
holiday, on the next succeeding business day. The Board of Directors may specify by resolution prior to any
special meeting of stockholders held within the year that such meeting shall be in lieu of the annual meeting.
Any business to be conducted at an annual meeting, including, without limitation, any nomination for election to
the Board of Directors, must be (a) specified in the notice of meeting given by or at the direction of the Board of
Directors; (b) brought before the annual meeting by or at the direction of the chair of the meeting, the Board of
Directors, or a committee thereof; or (c) brought before the annual meeting, in compliance with the notice
procedures set forth in this Section, by any stockholder of the Corporation who is a stockholder of record on the
record date for the determination of stockholders entitled to vote at such meeting.
A stockholder intending to nominate a candidate for election to the Board of Directors or to bring any other
business before an an