CERTIFICATE OF DESIGNATION

                                       OF

                            SERIES B PREFERRED STOCK

                                       OF

                                   SCIOS INC.

                         (Pursuant to Section 151 of the

                        Delaware General Corporation Law)


         SCIOS INC., a  corporation  organized  and  existing  under the General
Corporation Law of the State of Delaware (the  "Corporation"),  hereby certifies
that the following resolution was adopted on February 8, 2000 by the vote of the
Board of Directors of the  Corporation as required by Section 151 of the General
Corporation Law:

          RESOLVED,  that pursuant to the authority granted to and vested in the
     Board of Directors of the  Corporation in accordance with the provisions of
     its Restated  Certificate of  Incorporation,  the Board of Directors hereby
     creates a series of  Preferred  Stock,  par value  $.001 per share,  of the
     Corporation  and hereby states the  designation  and number of shares,  and
     fixes the relative powers, preferences, rights, qualifications, limitations
     and  restrictions  thereof (in addition to the  provisions set forth in the
     Restated  Certificate  of  Incorporation  of  the  Corporation,  which  are
     applicable to the Preferred Stock of all classes and series), as follows:

               SERIES B Preferred Stock:

               Section 1. Designation and Amount. Fifty thousand (50,000) shares
          of  Preferred  Stock,  $.001  par  value,  are  designated  "Series  B
          Preferred Stock" with the powers, preferences, rights, qualifications,
          limitations and restrictions specified herein (the "Series B Preferred
          Stock").  Such  number of shares  may be  increased  or  decreased  by
          resolution of the Board of Directors; provided, that no decrease shall
          reduce the

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          number of shares of Series B Preferred Stock to a number less than the
          number of shares then  outstanding  plus the number of shares reserved
          for  issuance  upon the  exercise of  outstanding  options,  rights or
          warrants or upon the conversion of any outstanding  securities  issued
          by the Corporation convertible into Series B Preferred Stock.

               Section 2.  Dividends.  No  dividends  (other than those  payable
          solely in the Common  Stock of the  Corporation)  shall be paid on any
          Common Stock of the Corporation unless a dividend is paid with respect
          to all outstanding shares of Series B Preferred Stock in an amount for
          each such share of Series B Preferred  Stock equal to or greater  than
          the  aggregate  amount of such  dividends  payable  upon all shares of
          Common  Stock into which such share of Series B Preferred  Stock could
          then be converted.

               Section  3.  Liquidation.   In  the  event  of  any  liquidation,
          dissolution  or winding up of the  Corporation,  whether  voluntary or
          involuntary,  after  payment or provision for payment of the debts and
          other  liabilities  of the  Corporation  and the  amounts to which the
          holders of any senior class of Preferred Stock shall be entitled,  the
          holders of the Series B Preferred Stock (on an as converted basis) and
          the holders of Common Stock shall be entitled to share  ratably in the
          remaining assets of the Corporation.

               Section  4.  Voting  Rights.  The  holders  of shares of Series B
          Preferred  Stock shall not have any voting rights,  except as required
          under the General Corporation Law of Delaware.

               Section 5. Conversion.

          (A)  Each share of Series B Preferred Stock shall be  convertible,  at
               the  option of the holder  thereof  into 100 shares of the Common
               Stock of the Corporation (the "Conversion Ratio").

          (B)  Each share of Series B  Preferred  Stock shall  automatically  be
               converted  into  shares  of  Common  Stock at its then  effective
               Conversion  Ratio  immediately  upon the transfer of ownership by
               the holder to a third party which is not an Affiliate or Investor
               of such holder. For purposes hereunder,  "Affiliate" shall mean a
               party  that,   directly  or  indirectly,   through  one  or  more
               intermediaries,  controls  or is  controlled  by such  holder and
               "Investor"  shall mean a party as defined in Section  5(f) of the
               Preferred  Stock Purchase  Agreement  between the Corporation and
               Genentech,  Inc. dated December 30, 1994 and as amended  November
               3, 1999.

          (C)  Each  holder of Series B  Preferred  Stock who desires to convert
               the same into shares of Common  Stock  pursuant to this Section 5
               shall surrender the certificate or  certificates  therefor,  duly
               endorsed,  at the office of the Corporation or any transfer agent
               for the Series B Preferred  Stock,  and shall give written notice
               to the  Corporation  at such office  that such  holder  elects to
               convert  the  same;  provided,  however,  that in the event of an
               automatic  conversion  pursuant to Section 5(B), the  outstanding
               shares of Series B

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               Preferred  Stock  shall be  converted  automatically  without any
               further  action by the holder of such  shares and  whether or not
               the certificates  representing such shares are surrendered to the
               Corporation or its transfer agent,  and provided further that the
               Corporation   shall  not  be  obligated  to  issue   certificates
               evidencing   the  shares  of  Common  Stock  issuable  upon  such
               automatic  conversion  unless the  certificates  evidencing  such
               shares  of  Series  B  Preferred   Stock  are  delivered  to  the
               Corporation or its transfer agent as provided herein. Such notice
               shall  state the  number of  shares of Series B  Preferred  Stock
               being converted.  Thereupon, the Corporation shall promptly issue
               and  deliver  at such  office  to such  holder a  certificate  or
               certificates  for the  number of shares of Common  Stock to which
               such holder is entitled and shall promptly pay in cash or, to the
               extent sufficient funds are not then legally available  therefor,
               in  Common  Stock  (at  the  Common  Stock's  fair  market  value
               determined  by the  Board  of  Directors  as of the  date of such
               conversion),  any declared and unpaid  dividends on the shares of
               Series B Preferred Stock being  converted.  Such conversion shall
               be deemed to have been made at the close of  business on the date
               of such surrender of the certificates  representing the shares of
               Series  B  Preferred  Stock  to be  converted,  or in the case of
               automatic  conversion  on the date of transfer to the new holder,
               and the person  entitled  to receive  the shares of Common  Stock
               issuable upon such  conversion  shall be treated for all purposes
               as the record holder of such shares of Common Stock on such date.

          (D)  If the  Corporation  shall at any time or from time to time after
               the date that the  first  share of  Series B  Preferred  Stock is
               issued (the  "Original  Issue Date") effect a subdivision  of the
               outstanding   Common  Stock,   the  Conversion  Ratio  in  effect
               immediately  before  that  subdivision  shall be  proportionately
               increased.  Conversely,  if the Corporation  shall at any time or
               from time to time  after the  Original  Issue  Date  combine  the
               outstanding  shares of  Common  Stock  into a  smaller  number of
               shares,  the  Series B  Conversion  Ratio in  effect  immediately
               before the combination shall be  proportionately  decreased.  Any
               adjustment  under this Section 5(D) shall become effective at the
               close of  business  on the date the  subdivision  or  combination
               becomes effective.

          (E)  If the  Corporation  at any time or from  time to time  after the
               Original  Issue  Date  makes,  or  fixes a  record  date  for the
               determination  of holders of Common Stock entitled to receive,  a
               dividend or other  distribution  payable in additional  shares of
               Common  Stock,  in each such event the  Conversion  Ratio that is
               then in effect shall be increased as of the time of such issuance
               or, in the event such  record  date is fixed,  as of the close of
               business on such record date, by multiplying the Conversion Ratio
               then in effect by a fraction  (1) the  numerator  of which is the
               total  number of shares of Common  Stock  issued and  outstanding
               immediately  prior to the time of such  issuance  or the close of
               business  on such record date plus the number of shares of Common
               Stock issuable in payment of such dividend or  distribution,  and
               (2) the  denominator  of which is the  total  number of shares of
               Common Stock issued and outstanding immediately prior to the time
               of such  issuance or the close of  business on such record  date;
               provided,  however,  that if such  record  date is fixed and such
               dividend is not fully paid or if such distribution is not

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               fully made on the date fixed therefor, the Conversion Ratio shall
               be  recomputed  accordingly  as of the close of  business on such
               record date and thereafter the Conversion Ratio shall be adjusted
               pursuant to this  Section  5(E) to reflect the actual  payment of
               such dividend or distribution.

          (F)  If the  Corporation  at any time or from  time to time  after the
               Original  Issue  Date  makes,  or  fixes a  record  date  for the
               determination  of holders of Common Stock entitled to receive,  a
               dividend  or other  distribution  payable  in  securities  of the
               Corporation other than shares of Common Stock, in each such event
               provision  shall  be made so that  the  holders  of the  Series B
               Preferred  Stock  shall  receive  upon  conversion   thereof,  in
               addition  to the  number of shares  of  Common  Stock  receivable
               thereupon,  the  amount of other  securities  of the  Corporation
               which they would have received had their Series B Preferred Stock
               been  converted  into Common  Stock on the date of such event and
               had they  thereafter,  during  the  period  from the date of such
               event  to  and  including  the  conversion  date,  retained  such
               securities  receivable  by them as aforesaid  during such period,
               subject to all other  adjustments  called for during  such period
               under this Section 5 with respect to the rights of the holders of
               the Series B Preferred or with  respect to such other  securities
               by their terms.

          (G)  If at any time or from  time to time  after  the  Original  Issue
               Date, the Common Stock issuable upon the conversion of the Series
               B Preferred Stock is changed into the same or a different  number
               of  shares  of  any  class  or  classes  of  stock,   whether  by
               recapitalization,  reclassification  or  otherwise  (other than a
               subdivision  or  combination  of  shares or stock  dividend  or a
               reorganization,  merger, consolidation or sale of assets provided
               for  elsewhere  in this  Section 5 or in Section  7), in any such
               event  each  holder of Series B  Preferred  shall  have the right
               thereafter  to  convert  such  stock  into the kind and amount of
               stock and other  securities  and  property  receivable  upon such
               recapitalization,  reclassification or other change by holders of
               the  maximum  number of shares of Common  Stock  into  which such
               shares  of  Series  B   Preferred   could  have  been   converted
               immediately prior to such  recapitalization,  reclassification or
               change,  all subject to further  adjustment as provided herein or
               with  respect to such other  securities  or property by the terms
               thereof.

               Section 6.  Reacquired  Shares.  Any shares of Series B Preferred
          Stock purchased or otherwise acquired by the Corporation in any manner
          whatsoever   shall  be  retired  and  canceled   promptly   after  the
          acquisition  thereof.  All such shares  shall upon their  cancellation
          become  authorized but unissued  shares of Preferred  Stock and may be
          reissued  as part of a new series of  Preferred  Stock  subject to the
          conditions  and  restrictions  on issuance  set forth  herein,  in the
          Restated Certificate of Incorporation,  or in any other Certificate of
          Designation  creating a series of Preferred Stock or any similar stock
          or as otherwise required by law.

               Section 7.  Consolidation,  Merger,  etc. In case the Corporation
          shall  enter  into any  consolidation,  merger,  combination  or other
          transaction  in which the shares of Common Stock are  exchanged for or
          changed into other stock or securities, cash and/or

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          any other property,  then in any such case the Corporation  shall give
          each  holder  of shares of  Series B  Preferred  Stock  notice of such
          transaction  and the details of such  exchange at least  fifteen  days
          before the closing of such  transaction,  and each such  holder  shall
          have the right to convert  such shares  Series B Preferred  Stock into
          shares of Common Stock of the Corporation prior to such closing.

         IN WITNESS  WHEREOF,  the undersigned have executed this certificate as

of February 8, 2000.

                                        /s/ Richard B. Brewer
                                        ----------------------------------------
                                        Richard B. Brewer

                                        President and Chief Executive Officer

                                        /s/ John H. Newman

                                        ----------------------------------------
                                        John H. Newman

                                        Secretary