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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
ALLERGAN SPECIALTY THERAPEUTICS, INC.
The undersigned, a natural person (the "Sole Incorporator"), for the
purpose of organizing a corporation to conduct the business and promote the
purposes hereinafter stated, under the provisions and subject to the
requirements of the laws of the State of Delaware hereby certifies that:
FIRST: The name of the corporation is Allergan Specialty Therapeutics, Inc.
SECOND: The address of the registered office of the corporation in the
State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901, County of
Kent, and the name of the registered agent of the corporation in the State of
Delaware at such address is National Registered Agents, Inc.
THIRD: The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of all classes of capital stock which
the corporation shall have authority to issue is One Hundred (100) shares of
Common Stock with a par value of $1.00 per share.
FIFTH: The management of the business and the conduct of the affairs of the
corporation shall be vested in its Board of Directors. The number of directors
which shall constitute the whole Board of Directors shall be fixed by the Board
of Directors in the manner provided in the Bylaws.
SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors shall have the power, both before and after
receipt of any payment for any of the corporation's capital stock, to adopt,
amend, repeal or otherwise alter the Bylaws of the corporation without any
action on the part of the stockholders; provided, however, that the grant of
such power to the Board of Directors shall not divest the stockholders of nor
limit their power to adopt, amend, repeal or otherwise alter the Bylaws.
SEVENTH: Elections of directors need not be by written ballot unless the
Bylaws of the corporation shall so provide.
EIGHTH: A director of the corporation shall, to the full extent permitted
by the Delaware General Corporation Law, as it now exists or as it may hereafter
be amended, not be liable to the corporation or its stockholders for monetary
damages for breach of
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fiduciary duty as a director. Neither any amendment nor repeal of this Article
VIII, nor the adoption of any provision of this Certificate of Incorporation
inconsistent with this Article VIII, shall eliminate or reduce the effect of
this Article VIII in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article VIII, would accrue or arise, prior to
such amendment, repeal or adoption of an inconsistent provision.
NINTH: The corporation reserves the right to adopt, repeal, rescind or
amend in any respect any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon the stockholders herein are granted subject to this
reservation.
TENTH: The name and the mailing address of the Sole Incorporator are as
follows:
NAME MAILING ADDRESS
Jane K. Adams Cooley Godward LLP
4365 Executive Drive, Suite 1100
San Diego, California 92121
IN WITNESS WHEREOF, this Certificate has been subscribed this 11th day of
November 1997, by the undersigned who affirms that the statements made herein
are true and correct.
/s/ JANE K. ADAMS
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Jane K. Adams
Sole Incorporator
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