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                                                                    Exhibit 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  SEPRACOR INC.

         Victor H. Woolley and Mark G. Borden, being the duly elected Vice
President, Finance and Secretary, respectively, of Sepracor Inc., a corporation
organized and existing under and by virtue of the laws of the State of Delaware,
do hereby certify as follows:

         1.       The name of the corporation is Sepracor Inc. (hereinafter
called the "Corporation").

         The date of filing of its original Certificate of incorporation with
the Secretary of State was January 27, 1984.

         2.       That by vote of the Board of Directors of the Corporation at a
meeting held on October 29, 1991, and in accordance with Section 245 of the
General Corporation Law of Delaware, the Board of Directors adopted a resolution
setting forth the proposed Restated Certificate of Incorporation of the
Corporation.

         3.       This Restated Certificate of Incorporation only restates and
integrates and does not further amend the Corporation's Restated Certificate of
Incorporation and there is no discrepancy between such provisions and the
provisions of this Restated Certificate of Incorporation.

                  FIRST: The name of the corporation is Sepracor Inc.
(hereinafter called the "Corporation").

                  SECOND: The registered office of the Corporation is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the
County of New Castle, in the State of Delaware. The name of its registered agent
at that address is The Corporation Trust Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

                  FOURTH: The aggregate number of shares which the Corporation
shall have authority to issue is 26,000,000 of which (i) 25,000,000 shares shall
be Common Stock, $0.10 par value per share ("Common Stock"), and (ii) 1,000,000
shares shall be Preferred Stock, $1.00 par value per share ("Preferred Stock").

                  A.       PREFERRED STOCK

                           Preferred Stock may be issued from time to time in
one or more series, each of such series to have such terms as stated or
expressed herein and in the resolution or resolutions providing for the issue of
such series adopted by the Board of Directors of the


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Corporation as hereinafter provided. Any shares of Preferred Stock which may be
redeemed, purchased or acquired by the Corporation may be reissued except as
otherwise provided by law. Different series of Preferred Stock shall not be
construed to constitute different classes of shares for the purposes of voting
by classes unless expressly provided.

                           Authority is hereby expressly granted to the Board of
Directors from time to time to issue the Preferred Stock in one or more series,
and in connection with the creation of any such series, by resolution or
resolutions providing for the issue of the shares thereof, to determine and fix
such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, including without
limitation thereof, dividend rights, conversion rights, redemption privileges
and liquidation preferences, as shall be stated and expressed in such
resolutions, all to the full extent now or hereafter permitted by the General
Corporation Law of Delaware. Without limiting the generality of the foregoing,
the resolutions providing for issuance of any series of Preferred Stock may
provide that such series shall be superior or rank equally or be junior to the
Preferred Stock of any other series to the extent permitted by law. Except as
otherwise provided in this Restated Certificate of Incorporation, no vote of the
holders of the Preferred Stock or Common Stock shall be a prerequisite to the
designation or issuance of any shares of any series of the Preferred Stock
authorized by and complying with the conditions of this Restated Certificate of
Incorporation, the right to have such vote being expressly waived by all present
and future holders of the capital stock of the Corporation."

                  B.       COMMON STOCK.

                           1.       GENERAL. The voting, dividend and
                                    liquidation ights of the holders of the
                                    Common Stock are subject to and qualified by
                                    the rights of the holders of the Preferred
                                    Stock.

                           2.       VOTING. The holders of the Common stock are
                                    ntitled to one vote for each share held at
                                    all meetings of stockholders (and written
                                    actions in lieu of meetings). There shall be
                                    no cumulative voting.

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                           3.       DIVIDENDS. Dividends may be declared and
                                    paid on he Common Stock from funds lawfully
                                    available therefor as and when determined by
                                    the Board of Directors and subject to any
                                    preferential dividend rights of any then
                                    outstanding Preferred Stock.

                           4.       LIQUIDATION. Upon the dissolution or
                                    liquidation of he Corporation, whether
                                    voluntary or involuntary, holders of Common
                                    Stock will be entitled to receive all assets
                                    of the Corporation available for
                                    distribution to its stockholders, subject to
                                    any preferential rights of any then
                                    outstanding Preferred Stock.

                  FIFTH: To the fullest extent permitted by the Delaware General
Corporation Law, as it exists or may be amended, a director of the Corporation
shall be not liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.

                  SIXTH: The election of directors need not be by written ballot
unless the by-laws so provide.

                  SEVENTH: The Board of Directors of the Corporation is
authorized and empowered from time to time in its discretion to make, alter,
amend or repeal by-laws of the Corporation, except as such power may be
restricted or limited by the General Corporation Law of the State of Delaware.

                  EIGHTH: Whenever any compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this Corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agrees to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.

                  NINTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation in
the manner now or hereafter prescribed by law, and all rights and powers
conferred herein on stockholders, directors and officers are subject to this
reserved power.


                                      -3-
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                  TENTH: This Article is inserted for the management of the
business and for the conduct of the affairs of the Corporation, and it is
expressly provided that it is intended to be in furtherance and not in
limitation or exclusion of the powers conferred by the statutes of the State of
Delaware.

                           1.       NUMBER OF DIRECTORS. The number of directors
which shall constitute the whole Board of Directors shall be determined by
resolution of a majority of the Board of Directors, but in no event shall be
less than three. The number of directors may be decreased at any time and from
time to time by a majority of the directors then in office, but only to
eliminate vacancies existing by reason of the death, resignation, removal or
expiration of the term of one or more directors. The directors shall be elected
at the annual meeting of stockholders by such stockholders as have the right to
vote on such election. Directors need not be stockholders of the Corporation.

                           2.       CLASSES OF DIRECTORS. The Board of Directors
shall be and is divided into three classes: Class I, Class II and Class III. No
one class shall have more than one director more than any other class. If a
fraction is contained in the quotient arrived at by dividing the authorized
number of directors by three, then, if such fraction is one-third, the extra
director shall be a member of the Class I and, if such fraction is two-thirds,
one of the extra directors shall be a member of Class I and the other extra
director shall be a member of Class II, unless otherwise provided for from time
to time by resolution adopted by a majority of the Board of Directors.

                           3.       ELECTION OF DIRECTORS. Elections of
directors need not be by written ballot except as and to the extent provided in
the By-laws of the Corporation.

                           4.       TERMS OF OFFICE. Each director shall serve
for a term ending on the date of the third annual meeting following the annual
meeting at which such director was elected; provided, however, that each initial
director in Class I shall serve for a term ending on the date of the annual
meeting next following the end of the Corporation's fiscal year ending December
31, 1993; each initial director in Class II shall serve for a term ending on the
date of the annual meeting next following the end of the Corporation's fiscal
year ending December 31, 1992; and each initial director in Class III shall
serve for a term ending on the date of the annual meeting next following the end
of the Corporation's fiscal year ending December 31, 1991.

                           5.       ALLOCATION OF DIRECTORS AMONG CLASSES IN THE
EVENT OF INCREASES OR DECREASES IN THE NUMBER OF DIRECTORS. In the event of any
increase or decrease in the authorized number of directors, (i) each director
then serving as such shall nevertheless continue as a director of the class of
which he is a member until the expiration of his current term or his prior
death, retirement or resignation and (ii) the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as to ensure that
no one class has more than one director more than any other class. To the extent
possible, consistent with the foregoing rule, any newly created directorships
shall be added to those classes whose terms of office are to expire at the
latest dates following such allocation, and any newly eliminated directorships
shall be subtracted from those classes whose terms of office are to expire at
the earliest dates following such allocation, unless

                                      -4-
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otherwise provided for from time to time by resolution adopted by a majority of
the directors then in office, although less than a quorum.

                           6.       TENURE. Notwithstanding any provisions to
the contrary contained herein, each director shall hold office until his
successor is elected and qualified, or until his earlier death, resignation or
removal.

                           7.       VACANCIES. Any vacancy in the Board of
Directors, however occurring, including a vacancy resulting from an enlargement
of the Board, may be filled only by vote of a majority of the directors then in
office, although less than a quorum, or by a sole remaining director. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office, if applicable, and a director chosen to fill a position
resulting from an increase in the number of directors shall hold office until
the next election of the class for which such director shall have been chosen
and until his successor is elected and qualified, or until his earlier death,
resignation or removal.

                           8.       QUORUM. A majority of the total number of
the whole Board of Directors shall constitute a quorum at all meetings of the
Board of Directors. In the event one or more of the directors shall be
disqualified to vote at any meeting, then the required quorum shall be reduced
by one for each such director so disqualified; provided, however, that in no
case shall less than one-third (1/3) of the number so fixed constitute a quorum.
In the absence of a quorum at any such meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice other
than announcement at the meeting, until a quorum shall be present.

                           9.       ACTION AT MEETING. At any meeting of the
Board of Directors at which a quorum is present, the vote of a majority of those
present shall be sufficient to take any action, unless a different vote is
specified by law or the Corporation's Restated Certificate of Incorporation or
By-Laws.

                           10.      REMOVAL. Any one or more or all of the
directors may be removed, with or without cause, by the holders of at least
seventy-five percent (75%) of the shares then entitled to vote at an election of
directors.

                           11.      STOCKHOLDER NOMINATIONS AND INTRODUCTION OF
BUSINESS, ETC. Advance notice of stockholder nominations for election of
directors and other business to be brought by stockholders before a meeting of
stockholders shall be given in the manner provided in the By-Laws of the
Corporation.

                           12.      AMENDMENTS TO ARTICLE. Notwithstanding any
other provisions of law, this Restated Certificate of Incorporation or the
Corporation's Amended and Restated By-Laws, and notwithstanding the fact that a
lesser percentage may be specified by law, the affirmative vote of the holders
of at least seventy-five percent (75%) of the votes which all the stockholders
would be entitled to cast at any annual election of directors or class of
directors shall be required to amend or repeal, or to adopt any provision
inconsistent with, this Article TENTH."

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                  ELEVENTH: Until the closing of a firm commitment, underwritten
public offering of the Corporation's Common Stock (a "Public Offering"), any
action required or permitted to be taken at any annual or special meeting of
stockholders of the Corporation may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote on such action were present
and voted. Prompt notice of the taking of corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing. Effective upon the closing of a Public Offering,
stockholders of the Corporation may not take any action by written consent in
lieu of a meeting. Notwithstanding any other provision of law, this Restated
Certificate of Incorporation or the Corporation's By-laws, as amended, and
notwithstanding the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least seventy-five percent (75%) of the
votes which all the stockholders would be entitled to cast at any annual
election of directors or class of directors shall be required to amend or
repeal, or to adopt any provision inconsistent with this Article ELEVENTH.

                  TWELFTH: Special meetings of stockholders may be called at any
time by the President or by the Chairman of the Board of Directors. Business
transacted at any special meeting of stockholders shall be limited to matters
relating to the purpose or purposes stated in the notice of meeting.
Notwithstanding any other provision of law, this Restated Certificate of
Incorporation or the Corporation's Amended and Restated By-laws, and
notwithstanding the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least seventy-five percent (75%) of the
votes which all stockholders would be entitled to cast at any annual election of
directors or class of directors shall be required to amend or repeal, or to
adopt any provision inconsistent with this Article TWELFTH."

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                  THIRTEENTH:

                           1.       ACTIONS, SUITS AND PROCEEDINGS OTHER THAN BY
OR IN THE RIGHT OF THE CORPORATION. The Corporation shall indemnify each person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation), by reason of the fact that he is or was, or has agreed to become,
a director or officer of the Corporation, or is or was serving, or has agreed to
serve, at the request of the Corporation, as a director, officer or trustee of,
or in a similar capacity with, another corporation, partnership, joint venture,
trust or other enterprise (including any employee benefit plan) (all such
persons being referred to hereafter as an "Indemnitee"), or by reason of any
action alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of NOLO CONTENDERE or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful. Notwithstanding anything to the contrary in this Article, except
as set forth in Section 6 below, the Corporation shall not indemnify an
Indemnitee seeking indemnification in connection with a proceeding (or part
thereof) initiated by the Indemnitee unless the initiation thereof was approved
by the Board of Directors of the Corporation.

                           2.       ACTIONS OR SUITS BY OR IN THE RIGHT OF THE
CORPORATION. The Corporation shall indemnify any Indemnitee who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was, or has agreed to
become, a director or officer of the Corporation, or is or was serving, or has
agreed to serve, at the request of the Corporation, as a director, officer or
trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise (including any employee benefit plan),
or by reason of any action alleged to have been taken or omitted in such
capacity, against all expenses (including attorneys' fees) and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of such liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses (including attorneys' fees) which the Court of
Chancery of Delaware or such other court shall deem proper.

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                           3.       INDEMNIFICATION FOR EXPENSES OF SUCCESSFUL
PARTY. Notwithstanding the other provisions of this Article, to the extent that
an Indemnitee has been successful, on the merits or otherwise, in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article, or
in defense of any claim, issue or matter therein, or on appeal from any such
action, suit or proceeding, he shall be indemnified against all expenses
(including attorneys' fees) actually and reasonably incurred by him or on his
behalf in connection therewith. Without limiting the foregoing, if any action,
suit or proceeding is disposed of, on the merits or otherwise (including a
disposition without prejudice), without (i) the disposition being adverse to the
Indemnitee, (ii) an adjudication that the Indemnitee was liable to the
Corporation, (iii) a plea of guilty or NOLO CONTENDERE by the Indemnitee, (iv)
an adjudication that the Indemnitee did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and (v) with respect to any criminal proceeding, an adjudication
that the Indemnitee had reasonable cause to believe his conduct was unlawful,
the Indemnitee shall be considered for the purposes hereof to have been wholly
successful with respect thereto.

                           4.       NOTIFICATION AND DEFENSE OF CLAIM. As a
condition precedent to his right to be indemnified, the Indemnitee must notify
the Corporation in writing as soon as practicable of any action, suit,
proceeding or investigation involving him for which indemnity will or could be
sought. With respect to any action, suit, proceeding or investigation of which
the Corporation is so notified, the Corporation will be entitled to participate
therein at its own expense and/or to assume the defense thereof at its own
expense, with legal counsel reasonably acceptable to the Indemnitee. After
notice from the Corporation to the Indemnitee of its election so to assume such
defense, the Corporation shall not be liable to the Indemnitee for any legal or
other expenses subsequently incurred by the Indemnitee in connection with such
claim, other than as provided below in this Section 4. The Indemnitee shall have
the right to employ his own counsel in connection with such claim, but the fees
and expenses of such counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the Indemnitee has been authorized by
the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded
that there may be a conflict of interest or position on any significant issue
between the Corporation and the Indemnitee in the conduct of the defense of such
action or (iii) the Corporation shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of counsel for the Indemnitee shall be at the expense of the Corporation, except
as otherwise expressly provided by this Article. The Corporation shall not be
entitled, without the consent of the Indemnitee, to assume the defense of any
claim brought by or in the right of the Corporation or as to which counsel for
the Indemnitee shall have reasonably made the conclusion provided for in clause
(ii) above.

                           5.       ADVANCE OF EXPENSES. Subject to the
provisions of Section 6 below, in the event that the Corporation does not assume
the defense pursuant to Section 4 of this Article of any action, suit,
proceeding or investigation of which the Corporation receives notice under this
Article, any expenses (including attorneys' fees) incurred by an Indemnitee in
defending a civil or criminal action, suit, proceeding or investigation or any
appeal therefrom shall be paid by the Corporation in advance of the final
disposition of such matter, PROVIDED, HOWEVER, that the payment of such expenses
incurred by an Indemnitee in advance of the final disposition of such matter
shall be made only upon receipt of an undertaking by or on behalf of the
Indemnitee to repay all amounts so advanced in the event that it shall
ultimately be

                                      -8-
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determined that the Indemnitee is not entitled to be indemnified by the
Corporation as authorized in this Article. Such undertaking may be accepted
without reference to the financial ability of such person to make such
repayment.

                           6.       PROCEDURE FOR INDEMNIFICATION. In order to
obtain indemnification or advancement of expenses pursuant to Section 1, 2, 3 or
5 of this Article, the Indemnitee shall submit to the Corporation a written
request, including in such request such documentation and information as is
reasonably available to the Indemnitee and is reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to indemnification or
advancement of expenses. Any such indemnification or advancement of expenses
shall be made promptly, and in any event within 60 days after receipt by the
Corporation of the written request of the Indemnitee, unless with respect to
requests under Section 1, 2 or 5 the Corporation determines, by clear and
convincing evidence, within such 60-day period that the Indemnitee did not meet
the applicable standard of conduct set forth in Section 1 or 2, as the case may
be. Such determination shall be made in each instance by (a) a majority vote of
a quorum of the directors of the Corporation consisting of persons who are not
at that time parties to the action, suit or proceeding in question
("disinterested directors"), (b) if no such quorum is obtainable, a majority
vote of a committee of two or more disinterested directors, (c) a majority vote
of a quorum of the outstanding shares of stock of all classes entitled to vote
for directors, voting as a single class, which quorum shall consist of
stockholders who are not at that time parties to the action, suit or proceeding
in question, (d) independent legal counsel (who may be regular legal counsel to
the Corporation), or (e) a court of competent jurisdiction.

                           7.       REMEDIES. The right to indemnification or
advances as granted by this Article shall be enforceable by the Indemnitee in
any court of competent jurisdiction if the Corporation denies such request, in
whole or in part, or if no disposition thereof is made within the 60-day period
referred to above in Section 6. Unless otherwise provided by law, the burden of
proving that the Indemnitee is not entitled to indemnification or advancement of
expenses under this Article shall be on the Corporation. Neither the failure of
the Corporation to have made a determination prior to the commencement of such
action that indemnification is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Corporation pursuant to Section 6 that the Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the Indemnitee has not met the applicable standard of
conduct. The Indemnitee's expenses (including attorneys' fees) incurred in
connection with successfully establishing his right to indemnification, in whole
or in part, in any such proceeding shall also be indemnified by the Corporation.

                           8.       SUBSEQUENT AMENDMENT. No amendment,
termination or repeal of this Article or of the relevant provisions of the
General Corporation Law of Delaware or any other applicable laws shall affect or
diminish in any way the rights of any Indemnitee to indemnification under the
provisions hereof with respect to any action, suit, proceeding or investigation
arising out of or relating to any actions, transactions or facts occurring prior
to the final adoption of such amendment, termination or repeal.

                           9.       OTHER RIGHTS. The indemnification and
advancement of expenses provided by this Article shall not be deemed exclusive
of any other rights to which an

                                      -9-
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Indemnitee seeking indemnification or advancement of expenses may be entitled
under any law (common or statutory), agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in any other capacity while holding office for the Corporation,
and shall continue as to an Indemnitee who has ceased to be a director or
officer, and shall inure to the benefit of the estate, heirs, executors and
administrators of the Indemnitee. Nothing contained in this Article shall be
deemed to prohibit, and the Corporation is specifically authorized to enter
into, agreements with officers and directors providing indemnification rights
and procedures different from those set forth in this Article. In addition, the
Corporation may, to the extent authorized from time to time by its Board of
Directors, grant indemnification rights to other employees or agents of the
Corporation or other persons serving the Corporation and such rights may be
equivalent to, or greater or less than, those set forth in this Article.

                           10.      PARTIAL INDEMNIFICATION. If an Indemnitee is
entitled under any provision of this Article to indemnification by the
Corporation for some or a portion of the expenses (including attorneys' fees),
judgments, fines or amounts paid in settlement actually and reasonably incurred
by him or on his behalf in connection with any action, suit, proceeding or
investigation and any appeal therefrom but not, however, for the total amount
thereof, the Corporation shall nevertheless indemnify the Indemnitee for the
portion of such expenses (including attorneys' fees), judgments, fines or
amounts paid in settlement to which the Indemnitee is entitled.

                           11.      INSURANCE. The Corporation may purchase and
maintain insurance, at its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise (including any employee benefit plan) against
any expense, liability or loss incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
General Corporation Law of Delaware.

                           12.      MERGER OR CONSOLIDATION. If the Corporation
is merged into or consolidated with another corporation and the Corporation is
not the surviving corporation, the surviving corporation shall assume the
obligations of the Corporation under this Article with respect to any action,
suit, proceeding or investigation arising out of or relating to any actions,
transactions or facts occurring prior to the date of such merger or
consolidation.

                           13.      SAVINGS CLAUSE. If this Article or any
portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee
as to any expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement in connection with any action, suit, proceeding or
investigation, whether civil, criminal or administrative, including an action by
or in the right of the Corporation, to the fullest extent permitted by any
applicable portion of this Article that shall not have been invalidated and to
the fullest extent permitted by applicable law.

                           14.      DEFINITIONS. Terms used herein and defined
in Section 145(h) and Section 145(i) of the General Corporation Law of Delaware
shall have the respective meanings assigned to such terms in such Section 145(h)
and Section 145(i).

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<PAGE>


                           15.      SUBSEQUENT LEGISLATION. If the General
Corporation Law of Delaware is amended after adoption of this Article to expand
further the indemnification permitted to Indemnitees, then the Corporation shall
indemnify such persons to the fullest extent permitted by the General
Corporation Law of Delaware, as so amended.

         This Restated Certificate of Incorporation supersedes and takes the
place of the heretofore existing Restated Certificate of Incorporation of this
Corporation and any and all amendments, certificates and supplements thereto, if
any.

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<PAGE>


         IN WITNESS WHEREOF, said Sepracor Inc. has caused this Restated
Certificate of Incorporation to be signed by Victor H. Woolley, its Vice
President, Finance, and attested by Mark G. Borden, its Secretary, this 17th day
of December, 1991.

                                          By:   /s/ Victor H. Woolley
                                              --------------------------------
                                                Victor H. Woolley
                                                Vice President, Finance

ATTEST:

/s/ Mark G. Borden
-----------------------------
Mark G. Borden, Secretary

                                      -12-
<PAGE>


                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     merging

                              IBF Biotechnics Inc.,
                             a Delaware corporation

                                      into

                                 Sepracor Inc.,
                             a Delaware corporation

         Sepracor Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), does hereby certify:

         FIRST:   That the Corporation was incorporated on the 27th day of
January, 1984, pursuant to the General Corporation Law of the State of Delaware.

         SECOND:  That the Corporation owns all of the outstanding shares of the
only class of authorized capital stock of IBF Biotechnics Inc., a corporation
incorporated on December 8, 1986, pursuant to the General Corporation Law of the
State of Delaware.

         THIRD:   That the Corporation, by the following resolutions of its
Board of Directors, duly adopted at a Meeting of the Board of Directors on
November 24, 1992, determined to merge IBF Biotechnics Inc. into the
Corporation:

RESOLVED:         That the Corporation, being the holder of 100% of the
                  authorized and outstanding capital stock of IBF Biotechnics
                  Inc., a Delaware corporation ("IBF"), hereby approves and
                  authorizes the merger of IBF with and into the Company (the
                  "IBF Merger") pursuant to Section 253 of the Delaware General
                  Corporation Law, such merger to be effective upon the filing
                  of a Certificate of Ownership and Merger with the Secretary of
                  State of Delaware, and that the Company hereby assumes all of
                  the obligations of IBF which the Company is required to assume
                  under Delaware law.

FURTHER
RESOLVED:         That the Restated Certificate of Incorporation of the Company,
                  as amended, shall be the Certificate of Incorporation of the
                  Company as of the effective date of the IBF Merger.

FURTHER
RESOLVED:         That the appropriate officers of the Company be, and each of
                  them acting singly hereby is, authorized to execute all such
                  documents and instruments as they or any of them deem
                  necessary or appropriate to effectuate the purposes of the
                  foregoing resolutions.

                                      -13-
<PAGE>


         IN WITNESS WHEREOF, Sepracor Inc. has caused this Certificate to be
signed by its President and attested by its Secretary, this 21st day of
December, 1992.

                                              By:   /s/ Timothy J. Barberich
                                                    -------------------------
                                                    Timothy J. Barberich,
                                                    President

ATTEST:

By:/s/ Mark G. Borden
   -------------------
     Mark G. Borden
     Secretary

                                      -14-
<PAGE>


               Certificate of Designations of the Preferred Stock
                                       of
                                  Sepracor Inc.
                                To be Designated
                      SERIES A CONVERTIBLE PREFERRED STOCK

         Sepracor Inc., a Delaware corporation (the "Corporation"), pursuant to
authority conferred on the Board of Directors of the Corporation by the
Certificate of Incorporation and in accordance with the provisions of Section
151 of the General Corporation law of the State of Delaware, certifies that the
Board of Directors of the Corporation, by unanimous written consent in lieu of a
meeting, duly adopted the following resolution:

         RESOLVED: That, pursuant to the authority expressly granted to and
vested in the Board of Directors of the Corporation in accordance with the
provisions of its Certificate of Incorporation, a series of Preferred Stock of
the Corporation be and hereby is established, consisting of 80,000 shares, to be
designated "Series A Convertible Preferred Stock" (hereinafter "Series A
Preferred Stock"); that the Board of Directors be and hereby is authorized to
issue such shares of Series A Preferred Stock from time to time and for such
consideration and on such terms as the Board of Directors shall determine; and
that, subject to the limitations provided by law and by the Certificate of
Incorporation, the powers, designations, preferences and relative,
participating, optional or other special rights of, and the qualifications,
limitations or restrictions upon, the Series A Preferred Stock shall be as
follows:

         Eighty Thousand (80,000) shares of the authorized and unissued
Preferred Stock of the Corporation ("Series Preferred Stock") are hereby
designated "Series A Convertible Preferred Stock" (the Sseries A Preferred
Stock") with the following rights, preferences, powers, privileges and
restrictions, qualifications and limitations.

         1.       DIVIDENDS.

                  (a)      The Corporation shall not declare or pay any
distributions (as defined below) on shares of Common Stock until the holders of
the Series A Preferred Stock then outstanding shall have first received, or
simultaneously receive, a dividend on each outstanding share of Series A
Preferred Stock in an amount at least equal to the product of (i) the per share
amount, if any, of the dividends or other distribution to be declared, paid or
set aside for the Common Stock, multiplied by (ii) the number of shares of
Common Stock into which such shares of Series A Preferred Stock is then
convertible.

                  (b)      For purposes of this Section 1, unless the context
requires otherwise, "distribution" shall mean the transfer of cash, securities
or property without consideration, whether by way of dividends or otherwise,
payable other than in Common Stock or other securities of the Corporation, or
the purchase or redemption of shares of the Corporation (other than repurchases
of Common Stock held by employees or directors of, or consultants to, the
Corporation upon termination of their employment or services pursuant to
agreements providing for such repurchase and other than redemptions in
liquidation or dissolution of the Corporation) for cash, securities or property,
including any such transfer, purchase or redemption by a subsidiary of this
Corporation.

                                      -15-
<PAGE>


         2.       LIQUIDATION, DISSOLUTION OR WINDING UP.

                  (a)      In the event of any voluntary of involuntary
liquidation, dissolution or winding up of the Corporation, the holders of shares
of Series A Preferred Stock then outstanding shall be entitled to be paid out of
the assets of the Corporation available for distribution to its stockholders,
after and subject to the payment in full of all amounts required to be
distributed to the holders of any other class or series of stock of the
Corporation ranking on liquidation prior and in preference to the Series A
Preferred Stock (collectively referred to as "Senior Preferred Stock"), but
before any payment shall be made to the holders of Common Stock or any other
class or series of stock ranking on liquidation junior to the Series A Preferred
Stock (such Common Stock and other stock being collectively referred to as
"Junior Stock") by reason of their ownership thereof, an amount equal to $63.00
per share, together with dividends or distributions required to be declared
under Section 1(a). If upon any such liquidation, dissolution or winding up of
the Corporation the remaining assets of the Corporation available for
distribution to its stockholders shall be insufficient to pay the holders of
shares of Series A Preferred Stock the full amount to which they shall be
entitled, the holders of shares of Series A Preferred Stock and any class or
series of stock ranking on liquidation on a parity with the Series A Preferred
Stock shall hare ratably in any distribution of the remaining assets and funds
of the Corporation in proportion to the respective amounts which would otherwise
be payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to such shares were paid in full.

                  (b)      After the payment of all preferential amounts
required to be paid to the holders of Senior Preferred Stock, Series A Preferred
Stock and any other class or series of stock of the Corporation ranking on
liquidation on a parity with the Series A Preferred Stock, upon the dissolution,
liquidation or winding up of the Corporation, the holders of shares of Junior
Stock then outstanding shall be entitled to receive the remaining assets and
funds of the Corporation available for distribution to its stockholders.

                  (c)      In the event of any merger or consolidation of the
Corporation into or with another corporation (except one in which the holders of
capital stock of the Corporation immediately prior to such merger or
consolidation continue to hold at least 60% by voting power of the capital stock
of the surviving corporation), or the sale of all or substantially all of the
assets of the Corporation where the consideration payable to the holders of
Series A Preferred Stock (in the case of a merger or consolidation), or the
consideration payable to such holders, together with all other available assets
of the Corporation (in the case of an asset sale), is less than $63.00 per share
of Series A Preferred Stock, then, if the holders of at least a majority of the
then outstanding shares of Series A Preferred Stock so elect by giving written
notice thereof to the Corporation at least three days before the effective date
of such event, then such merger, consolidation or asset sale shall be deemed to
be a liquidation of the Corporation, and all consideration payable to the
stockholders of the Corporation (in the case of a merger or consolidation), or
all consideration payable to the Corporation, together with all other available
assets of the Corporation (in the case of an asset sale), shall be distributed
to the holders of capital stock of the Corporation in accordance with
Subsections 2(a) and 2(b) above. The Corporation shall promptly provide to the
holders of shares of Series A Preferred Stock such information concerning the
terms of such merger, consolidation or asset sale and the value of the assets of
the Corporation as may reasonably be requested by the holders of Series A
Preferred


                                      -16-
<PAGE>

Stock in order to assist them in determining whether to make such an
election. The amount deemed distributed to the holders of Series A Preferred
Stock upon any such merger or consolidation shall be the cash or the value of
the property, rights or securities distributed to such holders by the acquiring
person, firm or other entity. The value of such property, rights or other
securities shall be reasonably determined by the Board of Directors of the
Corporation. If no notice of the election permitted by this Subsection (c) is
given, the provisions of Subsection 4(i) shall apply. Any other merger or
consolidation of the Corporation into or with another corporation shall not be
deemed to be a liquidation, dissolution, or winding up of the Corporation for
purposes of this Section 2.

         3.       VOTING.

                  (a)      Each holder of outstanding shares of Series A
Preferred Stock shall be entitled to the number of votes equal to the number of
whole shares of Common Stock into which the shares of Series A Preferred Stock
held by such holder are then convertible (as adjusted form time to time pursuant
to Section 4 hereof), at each meeting of stockholders of the Corporation (and
written actions of stockholders in lieu of meetings) with respect to any and all
matters presented to the stockholders of the Corporation for their action or
consideration. Except as provided by law, or by the provisions establishing any
other series of Series Preferred Stock, holders of Series A Preferred Stock and
of any other outstanding series of Series Preferred Stock shall vote together
with the holders of Common Stock as a single class.

                  (b)      Without the consent of the holders of majority of the
Series A Preferred Stock, the Corporation shall not enter into any merger or
consolidation (except one in which the holders of capital stock of the
Corporation immediately prior to such merger or consolidation continue to hold
at least 60% by voting power of the capital stock of the surviving corporation)
or the sale of substantially all the assets of the Corporation where the
consideration payable to the holders of the Series A Preferred Stock shall have
a value less than $63.00 per share, in the same form as the consideration being
given to the majority of shares of Common Stock with the value being determined
by an independent appraiser.

         4.       OPTIONAL CONVERSION. The holders of the Series A Preferred
Stock shall have conversion rights as follows (the "Conversion Rights"):

                  (a)      RIGHT TO CONVERT. Each share of Series A Preferred
Stock shall be convertible, at the option of the holder thereof, at any time and
from time to time, and without the payment of additional consideration by the
holder thereof, into such number of fully paid and nonassessable shares of
Common Stock as is determined by dividing $63.00 by the Conversion Price (as
defined below) in effect at the time of conversion. The "Conversion Price" shall
initially be $6.30. Such initial Conversion Price, and the rate at which shares
of Series A Preferred Stock may be converted into shares of Common Stock, shall
be subject to adjustment as provided below.

                  (b)      FRACTIONAL SHARES. No fractional shares of Common
Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu
of any fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the then fair
market value of the Common Stock.

                                      -17-
<PAGE>


                  (c)      MECHANICS OF CONVERSION.

                           (i)      In order for a holder of Series A Preferred
Stock to convert shares of Series A Preferred Stock into shares of Common Stock,
such holder shall surrender the certificate or certificates for such shares of
Series A Preferred Stock, at the office of the transfer agent for the Series A
Preferred Stock (or at the principal office of the Corporation if the
Corporation serves as its own transfer agent), together with written notice that
such holder elects to convert all or any number of the shares of the Series A
Preferred Stock represented by such certificate or certificates. Such notice
shall state such holder's name or the names of the nominees in which such holder
wishes the certificate or certificates for shares of Common Stock to be issued.
If required by the Corporation, certificates surrendered for conversion shall be
endorsed or accompanied by a written instrument or instruments of transfer, in
form satisfactory to the Corporation, duly executed by the registered holder or
his or its attorney duly authorized in writing. The date of receipt of such
certificates and notice by the transfer agent (or by the Corporation if the
Corporation serves as its own transfer agent) shall be the conversion date
("Conversion Date"). The Corporation shall, as soon as practicable after the
Conversion Date, issue and deliver at such office to such holder of Series A
Preferred Stock, or to his or its nominees, a certificate or certificates for
the number of shares of Common Stock to which such holder shall be entitled,
together with cash in lieu of any fraction of a share.

                           (ii)     The Corporation shall at all times when the
Series A Preferred Stock shall be outstanding, reserve and keep available out of
its authorized but unissued stock, for the purpose of effecting the conversion
of the Series A Preferred Stock, such number of its duly authorized shares of
Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding Series A Preferred Stock. Before taking any action which
would cause an adjustment reducing the Conversion Price below the then par value
of the shares of Common Stock issuable upon conversion of the Series A Preferred
Stock, the Corporation will take any corporate action which may, in the opinion
of its counsel, be necessary in order that the Corporation may validly and
legally issue fully paid and nonassessable shares of Common Stock at such
adjusted Conversion Price.

                           (iii)    Upon any such conversion, no adjustment of
the Conversion Price shall be made for any declared or accrued but unpaid
dividends on the Series A Preferred Stock surrendered for conversion or on the
Common Stock delivered upon conversion.

                           (iv)     All shares of Series A Preferred Stock which
shall have been surrendered for conversion as herein provided shall no longer be
deemed to be outstanding and all rights with respect to such shares, including
the rights, if any, to receive notices and to vote, shall immediately cease and
terminate on the Conversion Date, except only the right of the holders thereof
to receive shares of Common Stock in exchange therefor and payment of any
dividends declared but unpaid thereon. Any shares of Series A Preferred Stock so
converted shall be retired and cancelled and shall not be reissued, and the
Corporation (without the need for stockholder action) may from time to time take
such appropriate action as may be necessary to reduce the authorized Series A
Preferred Stock accordingly.

                           (v)      The Corporation shall pay any and all issue
and other taxes that may be payable in respect of any issuance or delivery of
shares of Common Stock upon

                                      -18-
<PAGE>


conversion of shares of Series A Preferred Stock pursuant to this Section 4. The
Corporation shall not, however, be required to pay any tax which may be payable
in respect of any transfer involved in the issuance and delivery of shares of
Common Stock in a name other than that in which the shares of Series A Preferred
Stock so converted were registered, and no such issuance or delivery shall be
made unless and until the person or entity requesting such issuance has paid to
the Corporation the amount of any such tax or has established, to the
satisfaction of the Corporation, that such tax has been paid.

                  (d)      ADJUSTMENTS TO CONVERSION PRICE FOR DILUTING ISSUES:

                           (i)      SPECIAL DEFINITIONS. For purposes of this
Subsection 4(d), the following definitions shall apply:

                                    (A)      "OPTION" shall mean rights, options
                                             or warrants to ubscribe for,
                                             purchase or otherwise acquire
                                             Common Stock or Convertible
                                             Securities, excluding options
                                             described in subsection
                                             4(d)(i)(D)(V) below.

                                    (B)      "ORIGINAL ISSUE PRICE" shall mean
                                             the date on which share of Series A
                                             Preferred Stock was first issued.

                                    (C)     "CONVERTIBLE SECURITIES" shall mean
                                            any evidences of ndebtedness, shares
                                            or other securities directly or
                                            indirectly convertible into or
                                            exchangeable for Common Stock.

                                    (D)     "ADDITIONAL SHARES OF COMMON STOCK"
                                            shall mean all hares of Common Stock
                                            issued (or, pursuant to Subsection
                                            4(d)(iii) below, deemed to be
                                            issued) by the Corporation after the
                                            Original Issue Date, other than
                                            shares issued or issuable.

                                    (E)      "COMMON STOCK" shall be deemed to
                                             include equity ecurity having
                                             rights to receive dividends or
                                             distributions (including
                                             liquidation) not limited to a fixed
                                             sum or percentage of the purchase
                                             price therefor. The price at which
                                             such securities are deemed issued
                                             for purposes of this Section 4(d)
                                             shall take into account as
                                             appropriate the relationship
                                             between the terms thereof and the
                                             terms of the Series A Preferred
                                             Stock:

                                             (I)      upon exercise of any
                                                      warrants or options or
                                                      conversion of any
                                                      convertible securities of
                                                      the Corporation
                                                      outstanding prior to the
                                                      Original Issuance Date;

                                             (II)     as a dividend or
                                                      distribution on Series A
                                                      Preferred Stock;

                                             (III)    by reason of a dividend,
                                                      stock split, split-up or
                                                      other distribution on
                                                      shares of Common Stock
                                                      that is covered by
                                                      Subsection 4(e) or 4(f)
                                                      below;

                                      -19-
<PAGE>


                                             (IV)     in connection with the
                                                      acquisition by the
                                                      Corporation of another
                                                      corporation of business;

                                             (V)      to employees or directors
                                                      of, or consultants to, the
                                                      Corporation or any
                                                      subsidiary as approved by
                                                      the Board of Directors of
                                                      the Corporation, or

                                             (VI)     to pharmaceutical
                                                      companies or other
                                                      strategic partners in
                                                      connection with a
                                                      licensing, development,
                                                      joint venture or similar
                                                      arrangement between the
                                                      Corporation and such
                                                      company or partner.


                           (ii)     NO ADJUSTMENT OF CONVERSION PRICE. No
adjustment in the number of shares of Common Stock into which the Series A
Preferred Stock is convertible shall be made, by adjustment in the applicable
Conversion Price thereof: (a) unless the consideration per share (determined
pursuant to Subsection 4(d)(v)) for an Additional Share of Common Stock issued
or deemed to be issued by the Corporation is less than the applicable Conversion
Price in effect on the date of, and immediately prior to, the issue of such
Additional Shares, or (b) if prior to such issuance, the Corporation receives
written notice from the holders of at least a majority of the then outstanding
shares of Series A Preferred Stock agreeing that no such adjustment shall be
made as the result of the issuance of Additional Shares of Common Stock.

                           (iii)    ISSUE OF SECURITIES DEEMED ISSUE OF
ADDITIONAL SHARES OF COMMON STOCK. If the Corporation at any time or from time
to time after the Original Issue Date shall issue any Options or Convertible
Securities or shall fix a record date for the determination of holders of any
class of securities entitled to receive any such Options or Convertible
Securities, then the maximum number of shares of Common Stock (as set forth in
the instrument relating thereto without regard to any provision contained
therein for a subsequent adjustment of such number) issuable upon the exercise
of such Options or, in the case of Convertible Securities and Options therefor,
the conversion or exchange of such Convertible Securities, shall be deemed to be
Additional Shares of Common Stock issued as of the time of such issue or, in
case such a record date shall have been fixed, as of the close of business on
such record date, provided that Additional Shares of Common Stock shall not be
deemed to have been issued unless the consideration per share (determined
pursuant to Subsection 4(d)(v) hereof) of such Additional Shares of Common Stock
would be less than the applicable Conversion Price in effect on the date of and
immediately prior to such issue, or such record date, as the case may be, and
provided further that in any such case in which Additional Shares of Common
Stock are deemed to be issued:

                                    (A)      No further adjustment in the
                                             Conversion Price shall be made upon
                                             the subsequent issue of Convertible
                                             Securities or shares of Common
                                             Stock upon the exercise of such
                                             Options or conversion or exchange
                                             of such Convertible Securities;

                                    (B)      If such Options or Convertible
                                             Securities by their



                                      -20-
<PAGE>
                                             terms provide, with the passage of
                                             time or otherwise, for any increase
                                             or decrease in the consideration
                                             payable to the Corporation, upon
                                             the exercise, conversion or
                                             exchange thereof, the Conversion
                                             Price computed upon the original
                                             issue thereof (or upon the
                                             occurrence of a record date with
                                             respect thereto), and any
                                             subsequent adjustments based
                                             thereon, shall, upon any such
                                             increase or decrease becoming
                                             effective, be recomputed to reflect
                                             such increase or decrease, as
                                             applicable, insofar as it affects
                                             such Options or the rights or
                                             conversion or exchange under such
                                             Convertible Securities;

                                    (C)      Upon the expiration or termination
                                             of an exercised Option, the
                                             Conversion Price shall not be
                                             readjusted; and

                                    (D)      No readjustment pursuant to clause
                                             (B) above shall ave the effect of
                                             increasing the Conversion Price to
                                             an amount which exceeds the lower
                                             of (i) the Conversion Price on the
                                             original adjustment date, or (ii)
                                             the Conversion Price that would
                                             have resulted from any issuances of
                                             Additional Shares of Common Stock
                                             between the original adjustment
                                             date and such readjustment date.

                           (iv)     ADJUSTMENT OF CONVERSION PRICE UPON ISSUANCE
OF ADDITIONAL SHARES OF COMMON STOCK. In the event the Corporation shall at any
time after the Original Issue Date issue Additional Shares of Common Stock
(including Additional Shares of Common Stock deemed to be issued pursuant to
Subsection 4(d)(iii), but excluding shares issued as a dividend or distribution
as provided in Subsection 4(f) or upon a stock split or combination as provided
in Subsection 4(e)), without consideration or for a consideration per share less
than the applicable Conversion Price in effect on the date of and immediately
prior to such issue, then and in such event, such Conversion Price shall be
reduced, concurrently with such issue, to a price equal to the consideration per
share received by the Corporation for the issue of the Additional Shares of
Common Stock (determined pursuant to Subsection 4(d)(v)).

                           (v)      DETERMINATION OF CONSIDERATION. For purposes
of this Subsection 4(d), the consideration received by the Corporation for the
issue of any Additional Shares of Common Stock shall be computed as follows:

                                    (A)      CASH AND PROPERTY. Such
                                             consideration shall:

                                             (I)      insofar as it consists of
                                                      cash, be computed at the
                                                      aggregate of cash received
                                                      by the Corporation,
                                                      excluding amounts paid or
                                                      payable for accrued
                                                      interest or accrued
                                                      dividends;

                                             (II)     insofar as it consists of
                                                      property other than ash,
                                                      be computed at the fair
                                                      market value thereof at
                                                      the time of such issue, as
                                                      reasonably determined by
                                                      the Board of Directors;
                                                      and

                                             (III)    in the event Additional
                                                      Shares of Common

                                      -21-
<PAGE>
                                                      Stock are issued together
                                                      with other shares or
                                                      securities or other assets
                                                      of the Corporation for
                                                      consideration which covers
                                                      both, be the proportion of
                                                      such consideration so
                                                      received, computed as
                                                      provided in clauses (I)
                                                      and (II) above, as
                                                      reasonably determined by
                                                      the Board of Directors.

                                    (B)      OPTIONS AND CONVERTIBLE SECURITIES.
The consideration per share received by the Corporation for Additional Shares of
Common Stock deemed to have been issued pursuant to Subsection 4(d)(iii),
relating to Options and Convertible Securities, shall be determined by dividing

                                             (x)      the total amount, if any,
                                                      received or eceivable by
                                                      the Corporation as
                                                      consideration for the
                                                      issue of such Options or
                                                      Convertible Securities,
                                                      plus the minimum aggregate
                                                      amount of additional
                                                      consideration (as set
                                                      forth in the instruments
                                                      relating thereto, without
                                                      regard to any provision
                                                      contained therein for a
                                                      subsequent adjustment of
                                                      such consideration)
                                                      payable to the Corporation
                                                      upon the exercise of such
                                                      Options or the conversion
                                                      or exchange of such
                                                      Convertible Securities, or
                                                      in the case of Options for
                                                      Convertible Securities,
                                                      the exercise of such
                                                      Options for Convertible
                                                      Securities and the
                                                      conversion or exchange of
                                                      such Convertible
                                                      Securities, by

                                             (y)      the maximum number of
                                                      shares of Common tock (as
                                                      set forth in the
                                                      instruments relating
                                                      thereto, without regard to
                                                      any provision contained
                                                      therein for a subsequent
                                                      adjustment of such number)
                                                      issuable upon the exercise
                                                      of such Options or the
                                                      conversion or exchange of
                                                      such Convertible
                                                      Securities.

                  (e)      ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the
Corporation shall at any time or from time to time after the Original Issue Date
effect a subdivision of the outstanding Common Stock, the Conversion Price then
in effect immediately before that subdivision shall be proportionately
decreased. If the Corporation shall at any time or from time to time after the
Original Issue Date effect a subdivision of the Series A Preferred Stock, the
Conversion Price then in effect immediately before that subdivision shall be
proportionately increased. If the Corporation shall at any time or from time to
time after the Original Issue Date combine the outstanding shares of Common
Stock, the Conversion Price then in effect immediately before the combination
shall be proportionately increased. If the Corporation shall at any time or from
time to time after the Original Issue Date combine the outstanding shares of
Series A Preferred Stock, the Conversion Price then in effect immediately before
the combination shall be proportionately decreased. Any adjustment under this
paragraph shall become effective at the close of business on the date the
subdivision or combination becomes effective.

                                      -22-
<PAGE>


                  (f)      ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS.
In the event the Corporation at any time, or from time to time after the
Original Issue Date shall make or issue, or fix 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, then and in
each such event the Conversion Price for the Series A Preferred Stock then in
effect shall be decreased as of the time of such issuance or, in the event such
a record date shall have been fixed, as of the close of business on such record
date, by multiplying the Conversion Price for the Series A Preferred Stock then
in effect by a fraction:

                           (1)      the numerator of which shall be 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, and

                           (2)      the denominator of which shall be 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;

provided, however, if such record date shall have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefore the Conversion Price for the Series A Preferred Stock shall be
recomputed accordingly as of the close of business on such record date and
thereafter the Conversion Price for the Series A Preferred Stock shall be
adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions; and provided further, however, that no such
adjustment shall be made if the holders of Series A Preferred Stock
simultaneously receive a dividend or other distribution of shares of Common
Stock in a number equal to the number of shares of Common Stock as they would
have received if all outstanding shares of Series A Preferred Stock had been
converted into Common Stock on the date of such event.

                  (g)      PROHIBITION ON CERTAIN DIVIDENDS AND DISTRIBUTIONS.
The Corporation shall not, at any time or from time to time after the Original
Issue Date for the Series A Preferred Stock, make or issue, or fix 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, unless the holders of Series A Preferred Stock simultaneously
receive a dividend or other distribution of such securities in an amount equal
to the amount of such securities as they would have received if all outstanding
shares of Series A Preferred Stock had been converted into Common Stock on the
date of such event.

                  (h)      ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE OR
SUBSTITUTION. If the Common Stock issuable upon the conversion of the Series A
Preferred Stock shall be changed into the same or a different number of shares
of any class or classes of stock, whether by capital reorganization,
reclassification, or otherwise (other than a subdivision or combination of
shares or stock dividend provided for above, or a reorganization, merger,
consolidation, or sale of assets provided for below), then and in each such
event the holder of each such share of Series A Preferred Stock shall have the
right thereafter to convert such share into the kind and amount of shares of
stock and other securities and property receivable upon such reorganization,

                                      -23-
<PAGE>


         reclassification, or other change, by holders of the number of shares
of Common Stock into which such shares of Series A Preferred Stock might have
been converted immediately prior to such reorganization, reclassification, or
change, all subject to further adjustment as provided herein.

                  (i)      ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC. In case
of any consolidation or merger of the Corporation with or into another
corporation or the sale of all or substantially all of the assets of the
Corporation to another corporation, each share of Series A Preferred Stock shall
thereafter be convertible (or shall be converted into a security which shall be
convertible) into the kind and amount of shares of stock or other securities or
property to which a holder of the number of shares of Common Stock of the
Corporation deliverable upon conversion of such Series A Preferred Stock would
have been entitled upon such consolidation, merger or sale; and, in such case,
appropriate adjustment (as reasonably determined by the Board of Directors)
shall be made in the application of the provisions in this Section 4 set forth
with respect to the rights and interest thereafter of the holders of the Series
A Preferred Stock, to the end that the provisions set forth in this Section 4
(including provisions with respect to changes in and other adjustments of the
Conversion Price) shall thereafter be applicable, as nearly as reasonably may
be, in relation to any shares of stock or other property thereafter deliverable
upon the conversion of the Series A Preferred Stock.

                  (j)      NO IMPAIRMENT. The Corporation will not, by amendment
of its Certificate of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Corporation, but
will at all times in good faith assist in the carrying out of all the provisions
of this Section 4 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the
Series A Preferred Stock against impairment. If any event occurs as to which the
provisions of this Section 4 are not applicable or if applicable would not
fairly protect the rights of the holders of Series A Preferred Stock in
accordance with the essential intent and principles of such provisions, the
application of such provisions will be adjusted in accordance with such
essential intent and principles so as to protect such rights, but in no event
shall the Conversion Price be increased.

                  (k)      CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of
each adjustment or readjustment of the Conversion Price pursuant to this Section
4, the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Series A Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Series A Preferred Stock, furnish or cause to be furnished
to such holder a similar certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Price then in effect, and (iii) the number of
shares of Common Stock and the amount, if any, of other property which then
would be received upon the conversion of Series A Preferred Stock.

                  (l)      NOTICE OF RECORD DATE. In the event:

                                      -24-
<PAGE>

                           (i)      that the Corporation declares a dividend (or
                                    any other distribution) on its Common Stock
                                    payable in Common Stock or other securities
                                    of the Corporation;

                           (ii)     that the Corporation subdivides or combines
                                    its outstanding shares of Common Stock;

                           (iii)    of any reclassification of the Common Stock
                                    of the Corporation (other than a subdivision
                                    or combination of its outstanding shares of
                                    Common Stock or a stock dividend or stock
                                    distribution thereon), or of any
                                    consolidation or merger of the Corporation
                                    into or with another corporation, or of the
                                    sale of all or substantially all of the
                                    assets of the Corporation; or

                           (iv)     of the involuntary or voluntary dissolution,
                                    liquidation or winding upon of the
                                    Corporation;

then the Corporation shall cause to be filed at its principal office or at the
office of the transfer agent of the Series A Preferred Stock, and shall cause to
be mailed to the holders of the Series A Preferred Stock at their last addresses
as shown on the records of the Corporation or such transfer agent, at least ten
days prior to the date specified in (A) below or twenty days before the date
specified in (B) below, a notice stating

                  (A)      the record date of such dividend, distribution,
                           subdivision or combination, or, if a record is not to
                           be taken, the date as of which the holders of Common
                           Stock of record to be entitled to such dividend,
                           distribution, subdivision or combination are to be
                           determined, or

                  (B)      the date on which such reclassification,
                           consolidation, merger, sale, dissolution, liquidation
                           or winding up is expected to become effective, and
                           the date as of which it is expected that holders of
                           Common Stock of record shall be entitled to exchange
                           their shares of Common Stock for securities or other
                           property deliverable upon such reclassification,
                           consolidation, merger, sale, dissolution or winding
                           up.

         5.       MANDATORY CONVERSION.

                  (a)      All outstanding shares of Series A Preferred Stock
shall automatically be converted into shares of Common Stock, at the then
effective conversion rate, upon the earlier of (i) September 30, 2004 or (ii)
upon written notice by the Corporation to the holders of Series A Preferred
Stock (which notice may not be delivered prior to September 30, 1995) following
a period of twenty (20) consecutive trading days in which the lst reported sales
price of the Common Stock on the Nasdaq National Market (or a national
securities exchange) equals or exceeds 160% of the then effective Conversion
Price (the "Mandatory Conversion Date").

                  (b)      All holders of record of shares of Series A Preferred
Stock will be given written notice of the Mandatory Conversion Date and the
place designated for mandatory

                                      -25-
<PAGE>


conversion of all such shares of Series A Preferred Stock pursuant to this
Section 5. Such notice shall be sent by first class or registered mail, postage
prepaid, to each record holder of Series A Preferred Stock at such holder's
address last shown on the records of the transfer agent for the Series A
Preferred Stock (or the records of the Corporation, if it serves as its own
transfer agent). Upon receipt of such notice, each holder of shares of Series A
Preferred Stock shall surrender his or its certificate or certificates for all
such shares to the Corporation at the place designated in such notice, and shall
thereafter receive certificates for the number of shares of Common Stock to
which such holder is entitled pursuant to this Section 5. On the Mandatory
Conversion Date, all rights with respect to the Series A Preferred Stock so
converted, including the rights, if any, to receive notices and vote, will
terminate, except only the rights of the holders thereof, upon surrender of
their certificate or certificates therefor, to receive certificates for the
number of shares of Common Stock into which such Series A Preferred Stock has
been converted, and payment of any declared but unpaid dividends thereon and any
dividends or distributions required to be declared under Section 1(a). If so
required by the Corporation, certificates surrendered for conversion shall be
endorsed or accompanied by written instrument or instruments of transfer, in
form satisfactory to the Corporation, duly executed by the registered holder or
by his or its attorney duly authorized in writing. As soon as practicable after
the Mandatory Conversion Date and the surrender of the certificate or
certificates for Series A Preferred Stock, the Corporation shall cause to be
issued and delivered to such holder, or on his or its written order, a
certificate or certificates for the number of full shares of Common Stock
issuable on such conversion in accordance with the provisions hereof and cash as
provided in Subsection 4(b) in respect of any fraction of a share of Common
Stock otherwise issuable upon such conversion.

                  (c)      All certificates evidencing shares of Series A
Preferred Stock which are required to be surrendered for conversion in
accordance with the provisions hereof shall, from and after the Mandatory
Conversion Date, be deemed to have been retired and cancelled and the shares of
Series A Preferred Stock represented thereby converted into Common Stock for all
purposes, notwithstanding the failure of the holder or holders thereof to
surrender such certificates on or prior to such date. The Corporation may
thereafter take such appropriate action (without the need for stockholder
action) as may be necessary to reduce the authorized Series A Preferred Stock
accordingly.

                                      -26-
<PAGE>


         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Amendment to be signed by its President
and attested to by its Assistant Secretary this 30th day of September, 1994.

                                                    SEPRACOR INC.

                                                    By:/s/ Timothy J. Barberich
                                                       -------------------------
                                                           Timothy J. Barberich
                                                           President

ATTEST:
   /s/ Victor Woolley
-----------------------
Victor Woolley
Assistant Secretary

[Corporate Seal]

                                      -27-
<PAGE>


                            CERTIFICATE OF CORRECTION
                       FILED TO CORRECT CERTAIN ERRORS IN

                       THE CERTIFICATE OF DESIGNATIONS OF
                             THE PREFERRED STOCK OF

                                  SEPRACOR INC.

                                TO BE DESIGNATED
                      SERIES A CONVERTIBLE PREFERRED STOCK

         FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON SEPTEMBER
30, 1994.

         SEPRACOR INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         1.       The name of the corporation is Sepracor Inc.

         2.       The Certificate of Designations of the Preferred Stock of
                  Sepracor Inc. to be designated Series A Convertible Preferred
                  Stock was filed with the Secretary of State of the State of
                  Delaware on September 30, 1994 and that said certificate
                  requires corrections permitted by subsection (f) of Section
                  103 of the General Corporation Law of the State of Delaware.

         3.       The inaccuracies or defects of said certificate to be
                  corrected are as follows:

                  (a)      Certain words were inadvertently omitted from
                           Subsection (b) of Section 3;

                  (b)      A typographical error is included in Subsection
                           (d)(i)(D)(I) of Section 4;

                  (c)      Subsection (d)(i)(E) of Section 4 was inadvertently
                           located within subsection (d)(i)(D);

                  (d)      The final page of said certificate was inadvertently
                           numbered as page 15.

                                      -28-
<PAGE>


         In order to correct said inaccuracies or defects, the following shall
         occur:

                  (a)      Subsection (b) of Section 3 shall read in its
                           entirety:

                  "Without the consent of the holders of a majority of the
                  shares of Series A Preferred Stock then outstanding, the
                  Corporation shall not enter into any merger or consolidation
                  (except one in which the holders of capital stock of the
                  Corporation immediately prior to such merger or consolidation
                  continue to hold at least 60% by voting power of the capital
                  stock of the surviving corporation) or the sale of
                  substantially all the assets of the Corporation where the
                  consideration payable to the holders of the Series A
                  Preferred Stock shall have a value less than $63.00 per share
                  in the same form as the consideration being given to the
                  majority of shares of Common Stock with the value being
                  determined by an independent appraiser.";

                  (b)      The words "Original Issuance Date" in Subsection
                           (d)(i)(D)(I) of Section 4 shall be changed to
                           "Original Issue Date.";

                  (c)      Subsection (d)(i)(E) of Section 4, shall be relocated
                           to immediately follow subsection (d)(i)(D)(VI) of
                           Section 4;

                  (d)      The final page shall be renumbered as page 16.

         IN WITNESS WHEREOF, said Sepracor Inc. has caused this certificate to
be signed by Timothy J. Barberich, its President, and attested by Victor H.
Woolley, its Assistant Secretary, this 28 day of October, 1994.

                                                   SEPRACOR INC.

                                                   By:/s/ Timothy J. Barberich
                                                      --------------------------
                                                        Timothy J. Barberich
                                                        President

ATTEST:

By:/s/ Victor Woolley
 --------------------
    Victor Woolley
    Assistant Secretary

                                      -29-
<PAGE>


                    CERTIFICATE OF DESIGNATIONS, PREFERENCES,
                    AND RELATIVE, PARTICIPATING, OPTIONAL AND
                     OTHER SPECIAL RIGHTS OF PREFERRED STOCK
                         AND QUALIFICATIONS, LIMITATIONS
                            AND RESTRICTIONS THEREOF

                                       OF

                SERIES B REDEEMABLE EXCHANGEABLE PREFERRED STOCK

                                       OF

                                  SEPRACOR INC.

                              --------------------

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

                              --------------------


         Sepracor Inc., a Delaware corporation (the "Corporation"), certifies
that pursuant to the authority contained in Article FOURTH of its Restated
Certificate of Incorporation (the "Certificate of Incorporation") and in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware, the Board of Directors of the Corporation, at a meeting
duly called and held, at which a quorum was present and acting throughout, duly
adopted the following resolution, which resolution remains in full force and
effect on the date hereof:

         RESOLVED, that there is hereby established a series of authorized
Preferred Stock having a par value of $1.00 per share, which series shall be
designated "Series B Redeemable Exchangeable Preferred Stock" (hereinafter
"Series B Preferred Stock"), shall consist of 312,500 shares and shall have the
following powers, preferences and relative, participating, optional and other
special rights, and qualifications, limitations and restrictions thereof:

         1.       DIVIDENDS. Holders of shares of Series B Preferred Stock shall
be entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available therefor, an annual cash dividend of $1.92 per share,
payable on each March 8 after the date of issuance of Series B Preferred Stock
until March 8, 2000. Such dividends shall accrue from day to day and shall be
cumulative from the date of issuance of each share of Series B Preferred Stock,
whether or not declared. After March 8, 2000, no dividends shall accrue on
outstanding shares of Series B Preferred Stock. Dividends will be payable to
holders of record as they appear on the stock records of the Corporation on such
record dates, not more than 60 days preceding the applicable payment date, as
shall be fixed by the Board of Directors of the Corporation. Dividends payable
for any partial period shall be calculated on the basis of a 360-day year, and
accrued but unpaid dividends shall not bear interest.

         2.       LIQUIDATION, DISSOLUTION OR WINDING UP: CERTAIN MERGERS AND
                  CONSOLIDATIONS.


                                      -30-
<PAGE>


                  (a)      In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of shares
of Series B Preferred Stock then outstanding shall be entitled to be paid out of
the assets of the Corporation available for distribution to its stockholders,
after and subject to payment in full of all amounts required to be distributed
to any class or series of stock of the Corporation ranking on liquidation prior
and in preference to the Series B Preferred Stock (such stock being collectively
referred to as the "Senior Preferred Stock"), but before any payment shall be
made to the holders of the common stock, par value $0.10 per share, of the
Corporation ("Common Stock") or any other class or series of stock ranking on
liquidation junior to the Series B Preferred Stock (such Common Stock and other
stock being collectively referred to as "Junior Stock") by reason of their
ownership thereof, an amount equal to $16.00 per share (subject to appropriate
adjustment in the event of any stock dividend, stock split, combination or other
similar recapitalization affecting such shares), plus any dividends declared or
accrued but unpaid on such shares. The Series A Convertible Preferred Stock of
the Corporation (the "Series A Preferred Stock") shall rank on liquidation on a
parity with the Series B Preferred Stock. If upon any such liquidation,
dissolution or winding up of the Corporation the remaining assets of the
Corporation available for distribution to the stockholders shall be insufficient
to pay the holders of shares of Series A Preferred Stock and Series B Preferred
Stock the full amount to which they shall be entitled, the holders of shares of
Series A Preferred Stock, Series B Preferred Stock and any class or series of
stock ranking on liquidation on a parity with the Series A Preferred Stock and
the Series B Preferred Stock shall share ratably in any distribution of the
remaining assets and funds of the Corporation in proportion to the respective
amounts which would otherwise be payable in respect of the shares held by them
upon such distribution if all amounts payable on or with respect to such shares
were paid in full.

                  (b)      After the payment of all preferential amounts
required to be paid to the holders of Senior Preferred Stock, Series A Preferred
Stock, Series B Preferred Stock and any other class or series of stock of the
Corporation ranking on liquidation on a parity with the Series B Preferred
Stock, upon the dissolution, liquidation or winding up of the Corporation, the
holders of shares of Junior Stock then outstanding shall be entitled to receive
the remaining assets and funds of the Corporation available for distribution to
its stockholders.

                  (c)      At least 20 days prior to the date of any
dissolution, liquidation or winding up of the Corporation, the Corporation shall
give notice thereof in the manner provided by Section 5(c) hereof in order to
permit the holders of Series B Preferred Stock to exercise their right to
exchange such shares before their Exchange Rights (as defined in Section 5
hereof) terminate.

                  (d)      In the event of any merger or consolidation pursuant
to which holders of outstanding shares of Common Stock exchange such shares for
cash, property and/or securities of another corporation or entity (a "Qualified
Merger"), then such merger or consolidation shall be deemed to be a liquidation
of the Corporation for purposes of this Section 2.

         3.       VOTING. Except as otherwise required by law, holders of Series
B Preferred Stock shall not be entitled to any voting rights by virtue of such
ownership.

                                      -31-
<PAGE>


         4.       RESTRICTION ON CREATION OF CERTAIN SENIOR SHARES. So long as
any Series B Preferred Stock shall be outstanding, the Corporation shall not,
without the prior written approval of holders of a majority of the Series B
Preferred Stock then outstanding, create any class or series of stock ranking,
as to payment of dividends or liquidation preference, equal or prior to the
Series B Preferred Stock if the terms of such stock in any way restrict the
Corporation's ability to comply with the powers, preferences and special rights
of the Series B Preferred Stock other than in connection with the operation of
the preference upon liquidation, dissolution or winding up (or deemed
liquidation) of such other class or series of stock as set forth in Section 2
hereof.

         5.       OPTIONAL EXCHANGE. The holders of Series B Preferred Stock
shall have exchange rights as follows (the "Exchange Rights"):

                  (a)      RIGHT TO EXCHANGE.

                           (i)      At any time after the earlier of (A) 20 days
prior to March 8, 2000, (b) the date, prior to March 8, 2000, on which the
shares of common stock, $0.01 par value per share (the "BioSepra Common Stock"),
of BioSepra Inc., a Delaware corporation ("BioSepra") have a closing price as
reported by the Wall Street Journal (or if the Wall Street Journal is not then
being published, publications of similar reliability and repute), greater than
112.5% of the Exchange Price (as determined in accordance with the provisions of
this Section 5), (C) 20 days prior to a BioSepra Event (as defined in Subsection
5(a)(ii) below), (D) 20 days prior to the date of any redemption made pursuant
to Section 6 or 7 hereof or (E) 20 days prior to the date of any dissolution,
liquidation or winding up of the Corporation pursuant to Section 2 hereof,
subject to funds legally available therefor, each share of Series B Preferred
Stock shall be exchangeable, at the option of the holder thereof, and without
the payment of additional consideration by the holder thereof, for such number
of outstanding shares of BioSepra Common Stock held by the Corporation (the
"Owned BioSepra Common Stock") as is determined by dividing $16.00 by the
Exchange Price (as defined below) in effect at the time of exchange. The
"Exchange Price" shall initially be $16.00. Such initial Exchange Price, and the
rate at which shares of Series B Preferred Stock may be exchanged for shares of
BioSepra Common Stock, shall be subject to adjustment as provided below. No
declared or accrued but unpaid dividends shall be paid upon such exchange.

                           (ii)     In the event of a Change of Control of
BioSepra, as defined in Section 7(b) hereof (a "BioSepra Event"), the Exchange
Rights may be exercised at the option of each holder of Series B Preferred Stock
prior to the effectiveness of the BioSepra Event pursuant to the following:

                                    (A)      The Corporation shall use its best
efforts to provide written notice to each holder of Series B Preferred Stock at
least 20 days prior to the date on which the BioSepra Event is expected to
become effective, notifying such holder of (I) the date on which the BioSepra
Event is expected to become effective and (II) the date as of which the holders
of record of BioSepra Common Stock shall be entitled to any consideration to be
paid to such holders pursuant to the BioSepra Event; and

                                      -32-
<PAGE>


                                    (B)      Subsequent to the receipt of such
written notice pursuant to clause (A) above by each holder of Series B Preferred
Stock, the Corporation and each holder of such stock shall use their respective
best efforts to effectuate such an optional exchange (pursuant to the provisions
of Subsection 5(a)(i) hereof and Section 5(c) hereof) to insure that those
holders of Series B Preferred Stock who exercise their Exchange Rights shall be
holders of BioSepra Common Stock prior to the effectiveness of the BioSepra
Event.

                           (iii)    In the event of a notice of any redemption
of shares of Series B Preferred Stock pursuant to Sections 6 or 7 hereof, the
Exchange Rights of the holders of the shares designated for redemption shall
terminate at the close of business on the second full day preceding the date
fixed for redemption, unless the redemption price is not paid when due, in which
case the Exchange Rights for such shares shall continue until such price is paid
in full. In the event of a liquidation of the Corporation pursuant to Section 2
hereof, the Exchange Rights shall terminate at the close of business on the
first full day preceding the date fixed for the payment of any amounts
distributable on liquidation to the holders of Series B Preferred Stock.

                           (iv)     With respect solely to shares of BioSepra
Common Stock obtained pursuant to an exchange governed by Sections 5(a)(i)(B) or
5(a)(i)(C) above, holders of such shares of BioSepra Common Stock shall, upon
such exchange, provide a proxy to the Board of Directors of the Corporation or
their designees (expiring on March 8, 2000) for the voting of such shares with
respect to any vote of the stockholders of BioSepra regarding any BioSepra
Event.

                  (b)      FRACTIONAL SHARES. No fractional share of BioSepra
Common Stock shall be issued upon exchange of the Series B Preferred Stock. In
lieu of any fractional shares to which the holder would otherwise be entitled,
the Corporation shall pay cash equal to such fraction multiplied by the then
effective Exchange Price.

                  (c)      MECHANICS OF AN OPTIONAL EXCHANGE.

                           (i)      In order for each holder of Series B
Preferred Stock to exchange shares of Series B Preferred Stock for shares of
BioSepra Common Stock, such holder shall surrender the certificate or
certificates for such shares of Series B Preferred Stock at the principal office
of the Corporation, together with written notice to the Corporation that such
holder elects to exchange all or any number of the shares of Series B Preferred
Stock represented by such certificate or certificates. Such notice shall state
such holder's name or the names of the nominees in which such holder wishes the
certificate or certificates for shares of BioSepra Common Stock to be issued. If
required by the Corporation, certificates surrendered for exchange shall be
endorsed or accompanied by a written instrument or instruments of transfer, in
form reasonably satisfactory to the Corporation, duly executed by the registered
holder or his or its attorney duly authorized in writing. The date of receipt of
such certificates and notice by the Corporation shall be the exchange date (the
"Exchange Date"). The Corporation shall, as soon as practicable after the
Exchange Date, deliver at such office to such holder of Series B Preferred
Stock, or to his or its nominees, a certificate or certificates for the number
of shares of BioSepra Common Stock to which such holder shall be entitled,
together with cash in lieu of any fraction of a share. On and after the Exchange
Date, such holder or his or its nominees shall be deemed

                                      -33-
<PAGE>

to be the record owner of such shares of BioSepra Common Stock and have all the
rights appertaining thereto.

                           (ii)     The Corporation shall at all times when the
Series B Preferred Stock shall be outstanding, reserve for the purpose of
effecting the exchange of the Series B Preferred Stock, such number of its
shares of BioSepra Common Stock as shall from time to time be sufficient to
effect the exchange of all outstanding Series B Preferred Stock.

                           (iii)    All shares of Series B Preferred Stock which
shall have been surrendered for exchange as herein provided shall no longer be
deemed to be outstanding and all rights with respect to such shares, including
the right, if any, to receive notices and to vote, shall immediately cease and
terminate on the Exchange Date, except only the right of the holders thereof to
receive certificates representing shares of BioSepra Common Stock in exchange
therefor. Any shares of Series B Preferred Stock so exchanged shall be retired
and cancelled and shall not be reissued, and the Corporation (without the need
for stockholder action) may from time to time take such appropriate action as
may be necessary to reduce the authorized Series B Preferred Stock accordingly.

                  (d)      ADJUSTMENTS TO EXCHANGE PRICE FOR DILUTING ISSUES.

                           (i)      SPECIAL DEFINITIONS. For purposes of this
Section 5(d), the following definitions shall apply:

                                    (A)      "OPTION" shall mean rights, options
or warrants to subscribe for, purchase or otherwise acquire BioSepra Common
Stock or Exchangeable Securities (as defined below), excluding options granted
to persons described in Subsection 5(d)(i)(D)(IV) hereof.

                                    (B)      "ORIGINAL ISSUE DATE" shall mean
March 8, 1995.

                                    (C)      "EXCHANGEABLE SECURITIES" shall
mean any evidences of indebtedness, shares or other securities directly or
indirectly convertible into or exchangeable for BioSepra Common Stock.

                                    (D)      "ADDITIONAL SHARES OF BIOSEPRA
COMMON STOCK" shall mean all shares of BioSepra Common Stock issued (or,
pursuant to Subsection 5(d)(iii) hereof, deemed to be issued) by BioSepra after
the Original Issue Date, other than shares issued or issuable:

                                             (I)      upon exercise of any
                                                      warrants or options or
                                                      conversion of any
                                                      convertible securities of
                                                      BioSepra outstanding
                                                      immediately prior to the
                                                      Original Issue Date;

                                             (II)     by reason of a dividend,
                                                      stock split, split-up or
                                                      other distribution on
                                                      shares of BioSepra Common
                                                      Stock that is covered by
                                                      Subsection 5(e) or 5(f)
                                                      hereof;

                                      -34-
<PAGE>


                                             (III)    in connection with the
                                                      acquisition by BioSepra of
                                                      another corporation or
                                                      business;

                                             (IV)     to employees or directors
                                                      of, or consultants to,
                                                      BioSepra or any subsidiary
                                                      as approved by the Board
                                                      of Directors of BioSepra;
                                                      or

                                             (V)      to pharmaceutical
                                                      companies or other
                                                      strategic partners in
                                                      connection with a
                                                      licensing, development,
                                                      joint venture or similar
                                                      arrangement between
                                                      BioSepra and such company
                                                      or partner.

                                    (E)      The BioSepra Common Stock shall be
deemed to include any equity security having rights to receive dividends or
distributions (including liquidation) not limited to a fixed sum or percentage
of the purchase price therefor.

                                    (F)      "INITIAL SHARES OUTSTANDING" shall
mean the number of shares of BioSepra Common Stock issued and outstanding
immediately prior to an adjustment of the Exchange Price pursuant to Subsection
5(d)(iv) hereof.

                           (ii)     NO ADJUSTMENT OF EXCHANGE PRICE. No
adjustment in the number of shares of BioSepra Common Stock into which the
Series B Preferred Stock is exchangeable shall be made, by adjustment in the
applicable Exchange Price thereof: (a) unless the consideration per share
(determined pursuant to Subsection 5(d)(v) hereof) for an Additional Share of
BioSepra Common Stock issued or deemed to be issued by BioSepra is less than the
applicable Exchange Price in effect on the date of, and immediately prior to,
the issue of such Additional Shares, or (b) if prior to such issuance, the
Corporation receives written notice from the holders of at least a majority of
the then outstanding shares of Series B Preferred Stock agreeing that no such
adjustment shall be made as the result of the issuance of Additional Shares of
BioSepra Common Stock.

                           (iii)    ISSUE OF SECURITIES DEEMED ISSUE OF
ADDITIONAL SHARES OF BIOSEPRA COMMON STOCK. If BioSepra at any time or from time
to time after the Original Issue Date shall issue any Options or Exchangeable
Securities or shall fix a record date for the determination of holders of any
class of securities entitled to receive any such options or Exchangeable
Securities, then the maximum number of shares of BioSepra Common Stock (as set
froth in the instrument relating thereto without regard to any provision
contained therein for a subsequent adjustment of such number) issuable upon the
exercise of such Options or, in the case of Exchangeable Securities and Options
therefor, the conversion or exchange of such Exchangeable Securities, shall be
deemed to be Additional Shares of BioSepra Common Stock issued as of the time of
such issue or, in case such a record date shall have been fixed, as of the close
of business on such record date, provided that Additional Shares of BioSepra
Common Stock shall not be deemed to have been issued unless the consideration
per share (determined pursuant to Subsection 5(d)(v) hereof) of such Additional
Shares of BioSepra Common Stock would be less than the applicable Exchange Price
in effect on the date of and immediately prior to such issue, or such record
date, as the case may be, and provided further that in any such case in which
Additional Shares of BioSepra Common Stock are deemed to be issued:

                                      -35-
<PAGE>

                                    (A)      No further adjustment in the
Exchange Price shall be made upon the subsequent issue of Exchangeable
Securities or shares of BioSepra Common Stock upon the exercise of such Options
or conversion or exchange of such Exchangeable Securities;

                                    (B)      If such Options or Exchangeable
Securities by their terms provide, with the passage of time or otherwise, for
any increase or decrease in the consideration payable to the Corporation, upon
the exercise, conversion or exchange thereof, the Exchange Price computed upon
the original issue thereof (or upon the occurrence of a record date with respect
thereto), and any subsequent adjustments based thereon, shall, upon any such
increase or decrease becoming effective, be recomputed to reflect such increase
or decrease, as applicable, insofar as it affects such Options or the rights of
conversion or exchange under such Exchangeable Securities;

                                    (C)      Upon the expiration or termination
of any unexercised Option, the Exchange Price shall not be readjusted; and

                                    (D)      No readjustment pursuant to clause
(B) above shall have the effect of increasing the Exchange Price to an amount
which exceeds the lower of (I) the Exchange Price on the original adjustment
date, or (II) the Exchange Price that would have resulted from any issuances of
Additional Shares of BioSepra Common Stock between the original adjustment date
and such readjustment date.

                           (iv)     ADJUSTMENT OF EXCHANGE PRICE UPON ISSUANCE
         OF ADDITIONAL SHARES OF BIOSEPRA COMMON STOCK. In the event BioSepra
shall at any time after the Original Issue Date issue Additional Shares of
BioSepra Common Stock (including Additional Shares of BioSepra Common Stock
deemed to be issued pursuant to Subsection 5(d)(iii) hereof, but excluding
shares issued upon a stock split or combination as provided in Section 5(d)
hereof or as a dividend or distribution as provided in Section 5(f) hereof),
without consideration or for a consideration per share less than the applicable
Exchange Price in effect on the date of and immediately prior to such issue,
then and in such event, such Exchange Price shall be reduced, concurrently with
such issue, to a price equal to the greater of (i) $12.00 (as proportionately
adjusted in the event the Exchange Price is or has been subject to adjustment
pursuant to Sections 5(e) or 5(f) hereof) and (ii) such Exchange Price
multiplied by a fraction, the numerator of which is the Initial Shares
Outstanding and the denominator of which is the Initial Shares Outstanding plus
the number of such Additional Shares of BioSepra Common Stock.

                           (v)      DETERMINATION OF CONSIDERATION. For purposes
of this Section 5(d), the consideration received by BioSepra for the issue of
any Additional Shares of BioSepra Common Stock shall be computed as follows:

                                    (A)      CASH AND PROPERTY. Such
consideration shall:

                                             (I)      insofar as it consists of
cash, be computed at the aggregate of cash received by BioSepra, excluding
amounts paid or payable for accrued interest or accrued dividends;

                                             (II)     insofar as it consists of
                                                      property other than

                                      -36-
<PAGE>


         cash, be computed at the fair market value thereof at the time of such
issue, as reasonably determined by the Board of Directors of BioSepra; and

                                    (III)    in the event Additional Shares of
BioSepra

         Common Stock are issued together with other shares or securities or
other assets of BioSepra for consideration which covers both, be the proportion
of such consideration so received, computed as provided in clauses (I) and (II)
above, as reasonably determined by the Board of Directors of BioSepra.

                           (B)      OPTIONS AND EXCHANGEABLE SECURITIES. The
consideration per share received by BioSepra for Additional Shares of BioSepra
Common Stock deemed to have been issued pursuant to Subsection 5(d)(iii) hereof,
relating to Options and Exchangeable Securities, shall be determined by
dividing:

                                    (x)      the total amount, if any, received
or receivable by BioSepra as consideration for the issue of such Options or
Exchangeable Securities, plus the minimum aggregate amount of additional
consideration (as set forth in the instruments relating thereto, without regard
to any provision contained therein for a subsequent adjustment of such
consideration) payable to BioSepra upon the exercise of such Options or the
conversion or exchange of such Exchangeable Securities, or in the case of
Options for Exchangeable Securities, the exercise of such Options for
Exchangeable Securities and the conversion or exchange of such Exchangeable
Securities, by

                                    (y)      the maximum number of shares of
BioSepra Common Stock (as set forth in the instruments relating thereto, without
regard to any provision contained therein for a subsequent adjustment of such
number) issuable upon the exercise of such Options or the conversion or exchange
of such Exchangeable Securities.

                  (e)      ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If
BioSepra shall at any time or from time to time after the Original Issue Date
effect a subdivision of the outstanding BioSepra Common Stock, the Exchange
Price then in effect immediately before that subdivision shall be
proportionately decreased. If BioSepra shall at any time or from time to time
after the Original Issue Date combine the outstanding shares of BioSepra Common
Stock, the Exchange Price then in effect immediately before the combination
shall be proportionately increased. Any adjustment under this Section 5(e) shall
become effective at the close of business on the date the subdivision or
combination becomes effective.

                  (f)      ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS.
In the event BioSepra at any time, or from time to time after the Original Issue
Date shall make or issue, or fix a record date for the determination of holders
of BioSepra Common Stock entitled to receive, a dividend or other distribution
payable in additional shares of BioSepra Common Stock, then and in each such
event the Exchange Price for the Series B Preferred Stock then in effect shall
be decreased as of the time of such insurance or, in the event such a record
date shall have been fixed, as of the close of business on such record date, by
multiplying the Exchange Price for the Series B Preferred Stock then in effect
by a fraction:

                                      -37-
<PAGE>


                           (x)      the numerator of which shall be the total
                  number of shares of BioSepra Common Stock issued and
                  outstanding immediately prior to the time of such issuance or
                  the close of business on such record date; and

                           (y)      the denominator of which shall be the total
                  number of shares of BioSepra 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 BioSepra Common Stock issuable in payment of such
                  dividend or distribution;

PROVIDED, HOWEVER, that if such record date shall have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Exchange Price for the Series B Preferred Stock shall be
recomputed accordingly as of the close of business on such record date and
thereafter the Exchange Price for the Series B Preferred Stock shall be adjusted
pursuant to this Section 5(f) as of the time of actual payment of such dividends
or distributions.

                  (g)      ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. In
the event BioSepra at any time after the Original Issue Date shall make or
issue, or fix a record date for the determination of holders of BioSepra Common
stock entitled to receive, a dividend or other distribution payable in
securities of BioSepra other than shares of BioSepra Common Stock, then and in
each such event the Corporation shall make provision so that the holders of the
Series B Preferred Stock shall receive upon exchange thereof in addition to the
number of shares of BioSepra Common Stock receivable thereupon, the amount of
securities of BioSepra that they would have received had the Series B Preferred
Stock been exchanged for BioSepra Common Stock immediately prior to the date of
such event and had they thereafter, during the period from the date of such
event to and including the Exchange Date, retained such securities receivable by
them as aforesaid during such period, giving application to all adjustments
called for during such period under this Section 5(g) with respect to the rights
of the holders of Series B Preferred Stock.

                  (h)      ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE OR
SUBSTITUTION. If the BioSepra Common Stock issuable upon the exchange of the
Series B Preferred Stock shall be changed into the same or a different number of
shares of any class or classes of stock, whether by capital reorganization,
reclassification, or otherwise (other than a subdivision or combination of
shares or stock dividend provided for above, or a reorganization, merger,
consolidation, or sale of assets provided for below), then and in each such
event the holder of each such share of Series B Preferred Stock shall have the
right thereafter to exchange such share into the kind and amount of shares of
stock and other securities and property receivable upon such reorganization,
reclassification, or other change, by holders of the number of shares of
BioSepra Common Stock for which such shares of Series B Preferred Stock might
have been exchanged immediately prior to such reorganization, reclassification,
or change, all subject to further adjustment as provided herein.

                  (i)      ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC. In case
of any consolidation or merger of BioSepra with or into another corporation or
the sale of all or substantially all of the assets of BioSepra to another
corporation, each share of Series B Preferred Stock shall thereafter be
exchangeable (or shall be exchanged for a security which shall be

                                      -38-
<PAGE>


exchangeable) for the kind and amount of shares of stock or other securities or
property to which a holder of the number of shares of BioSepra Common Stock
deliverable upon exchange of such Series B Preferred Stock would have been
entitled upon such consolidation, merger or sale.

                  (j)      NO IMPAIRMENT. Without limiting the foregoing, the
Corporation shall use its best efforts to cause BioSepra to carry out all the
provisions of this Section 5 and to cause BioSepra to take all such action as
may be necessary or appropriate in order to protect the Exchange Rights of the
holders of Series B Preferred Stock against impairment.

                  (k)      CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of
each adjustment or readjustment of the Exchange Price pursuant to this Section
5, the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Series B Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based.

         6.       OPTIONAL REDEMPTION.

                  (a)      QUALIFIED MERGER. At any time after the date on which
the Corporation has entered into a definitive agreement relating to a Qualified
Merger (as defined in Section 2(d) hereof), the Corporation may redeem all, but
not less than all, of the Series B Preferred Stock by paying a redemption price
of $16.00 plus any declared or accrued but unpaid dividends in cash, for each
share of Series B Preferred Stock then redeemed.

                  (b)      NOTICE OF SECTION 6(A) REDEMPTION. At least 10 days
prior to the date fixed for any redemption of Series B Preferred Stock pursuant
to Section 6(a) hereof, the Corporation shall provide written notice of the
redemption of Series B Preferred Stock to each holder of record of Series B
Preferred Stock to be redeemed, notifying such holder of the election of the
Corporation to redeem such shares, specifying the redemption date, the time and
date at which such holder's Exchange Rights (pursuant to Section 5 hereof), if
any, as to such shares terminate (which shall be the close of business on the
second full day preceding the redemption date) and the section of this
resolution pursuant to which such redemption is being made and calling upon such
holder to surrender to the Corporation, in the manner and at the place
designated, his or its certificate or certificates representing the shares to be
redeemed (such notice is hereinafter referred to as the "Redemption Notice"). On
or prior to the redemption date, each holder of Series B Preferred Stock to be
redeemed shall surrender his or its certificate or certificates representing
such shares to the Corporation, in the manner and at the place designated in the
Redemption Notice, and thereupon the redemption price of such shares shall be
payable to the order of the person whose name appears on such certificate or
certificates as the owner thereof and each surrendered certificate or
certificates as the owner thereof and each surrendered certificate shall be
cancelled. From and after such redemption date, unless there shall have been a
default in payment of the redemption price, all rights of the holders of Series
B Preferred Stock designated for redemption in the Redemption Notice as holders
of Series B Preferred Stock (except the right to receive the redemption price,
and interest thereon at the rate of 10% per annum if the redemption price is not
paid when due, upon surrender of their certificate or certificates) shall cease
with respect to such shares, and such shares shall not thereafter be transferred
on the books of the Corporation or be deemed to be outstanding for any

                                      -39-
<PAGE>

purpose whatsoever. Notwithstanding the foregoing, if said 10% rate of interest
is in excess of the rate permitted under applicable usury laws, said rate shall
be reduced to the maximum interest rate permissible under said usury laws.

         7.       MANDATORY REDEMPTION.

                  (a)      MARCH 8, 2000 AND NOTICE THEREOF. The Corporation
shall, on March 8, 2000, redeem for cash all outstanding shares of Series B
Preferred Stock at a redemption price equal to $16.00 per share, plus any
dividends declared or accrued but unpaid thereon. The notice provisions of
Section 6(b) hereof shall apply to a mandatory redemption pursuant to this
Section 7(a).

                  (b)      CHANGE OF CONTROL OF BIOSEPRA INC. If, at any time on
or prior to March 8, 2000, there is a Change of Control (as defined below) of
BioSepra, the Corporation (or any successor in interest to the Corporation)
shall, no later than five business days after such Change of Control, redeem for
cash all outstanding shares of Series B Preferred Stock at a redemption price
equal to one of the following:

                           (i)      $25.60 per share of Series B Preferred Stock
if the BioSepra Market Capitalization (as defined below) is $120,031,950 or
less;

                           (ii)     $32.00 per share of Series B Preferred Stock
if the BioSepra Market Capitalization is between $120,031,950 and $168,044,730;
or

                           (iii)    $48.00 per share of Series B Preferred Stock
if the BioSepra Market Capitalization is $168,044,730 or more.

                  No declared or accrued but unpaid dividends with respect to
the Series B Preferred Stock shall be paid upon a redemption made pursuant to
this Section 7(b).

                  A "CHANGE OF CONTROL" of BioSepra shall occur or be deemed to
have occurred if any of the following events occur: (A) any "person," as such
term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), (other than the Corporation (or its successor), Beckman
Instruments, Inc. (or its affiliate) or a holder of Series B Preferred Stock (or
an affiliate of such holder), any trustee or other fiduciary holding securities
under an employee benefit plan of BioSepra, or any corporation owned directly or
indirectly by the stockholders of BioSepra in substantially the same proportion
as their ownership of stock of BioSepra) is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of BioSepra representing 30% or more of the combined voting power of
BioSepra's then outstanding securities and the Corporation is not or ceases to
be the beneficial owner of securities of BioSepra representing a greater
percentage of such combined voting power than held by such person; (B)
individuals who, as of March 8, 1995, constitute at least a majority of the
Board of Directors of BioSepra (as of the date hereof, the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board of Directors
of BioSepra, provided that any person becoming a director subsequent to March 8,
1995 whose election, or nomination for election by BioSepra's stockholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board (other than an election or nomination of an individual whose
initial assumption of office is in connection with

                                      -40-
<PAGE>


an actual or threatened election contest relating to the election of the
directors of BioSepra, as such terms are used in Rule 14a-11 of Regulation 14A
under the Exchange Act) shall be, for purposes hereof, considered as though such
person were a member of the Incumbent Board; (C) the stockholders of BioSepra
approve a merger or consolidation of BioSepra with any other corporation (other
than Beckman Instruments, Inc. (or its affiliate) or a holder of Series B
Preferred Stock (or an affiliate of such holder)), other than (I) a merger or
consolidation which would result in the voting securities of BioSepra
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than a majority of the combined voting power of the
voting securities of BioSepra or such surviving entity outstanding immediately
after such merger or consolidation or (II) a merger or consolidation effected to
implement a recapitalization of BioSepra (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 30% of the combined voting
power of BioSepra's then outstanding securities; or (D) the stockholders of
BioSepra approve a plan of complete liquidation of BioSepra or an agreement for
the sale or disposition by BioSepra of all or any substantial portion of
BioSepra's assets; PROVIDED, HOWEVER, that unless one or more of the events or
conditions specified above shall have occurred, a change of control of the
Corporation pursuant to a merger, consolidation, sale of stock or assets, or
otherwise, without more shall not be deemed to be a Change of Control of
BioSepra.

                  "BIOSEPRA MARKET CAPITALIZATION" shall mean, for the purpose
of this Section 7(b), the product of (A) the BioSepra Share Price (as defined
below) and (B) the number of shares issued and outstanding of BioSepra Common
Stock plus the number of shares issuable upon the exercise, conversion or
exchange of outstanding options, warrants, convertible or exchangeable
securities or other rights to acquire shares of BioSepra Common Stock, whether
vested or unvested.

                  The "BIOSEPRA SHARE PRICE" shall mean the average closing
price per share of BioSepra Common Stock, as reported by the Wall Street Journal
(or if the Wall Street Journal is not then being published, publications of
similar reliability and repute), for the three consecutive trading days
immediately preceding a Change of Control.

                  (c)      NOTICE OF SECTION 7(B) REDEMPTION. The Corporation
shall provide written notice of the redemption of the Series B Preferred Stock
pursuant to Section 7(b) hereof to each holder of record of Series B Preferred
Stock to be redeemed as soon as possible, but no less than three calendar days,
prior to the date on which such redemption is to be made. Except as provided in
the preceding sentence, the notice provisions of Section 6(b) hereof shall apply
to a mandatory redemption pursuant to Section 7(b) hereof.

         8.       EARLY REDEMPTION AT ELECTION OF HOLDERS.

                  (a)      Upon the written request of the holders of a majority
of the then outstanding shares of Series B Preferred Stock (the "Majority
Requesting Holder(s)") received by the Corporation at least 90 days prior to
Monday, March 10, 1997, on March 10, 1997 and on each of the first, second and
third anniversaries thereof (each such date being referred to hereinafter as an
"Early Redemption Date", the Corporation will redeem from each holder of shares
of Series B Preferred Stock, at a price per share as set forth below, subject to
appropriate


                                      -41-
<PAGE>


adjustment in the event of any stock dividend, stock split, combination or other
similar recapitalization affecting such shares (the "Early Redemption Price"),
the following respective portions of the number of shares of Series B Preferred
Stock held by each such holder on the applicable Early Redemption Date:
<TABLE>
<CAPTION>

                       PORTION OF THE THEN OUTSTANDING
                                 SHARES OF
                            SERIES B PREFERRED                    PER SHARE
REDEMPTION DATE            STOCK TO BE REDEEMED               REDEMPTION PRICE

<S>                                 <C>                                <C>
March 10, 1997                      25%                                $17.98
March 10, 1998                      33 1/3%                            $19.06
March 10, 1999                      50%                                $20.20
March 10, 2000           All then outstanding shares            $21.41
                         of Series B Preferred Stock
</TABLE>

No declared or accrued but unpaid dividends with respect to the Series B
Preferred Stock shall be paid upon a redemption made pursuant to this Section
8(a).

                  (b)      No later than 20 days after receipt of the written
notice from the Majority Requesting Holder(s) pursuant to Section 8(a) hereof,
the Corporation shall provide written notice of the applicable early redemption
of Series B Preferred Stock to each other holder of record of such stock,
notifying such holder of the election of the Majority Requesting Holder(s) to
redeem such shares, the Early Redemption Price and the applicable Early
Redemption Date.

                  (c)      From and after such applicable Early Redemption Date,
unless there shall have been a default in payment of the applicable Early
Redemption Price, all rights of each holder (except the right to receive the
applicable Early Redemption Price, and interest thereon at the rate of 10% per
annum if the applicable Early Redemption Price is not paid when due, upon
presentation and surrender of their certificate or certificates) shall cease
with respect to such shares, and such shares shall not thereafter be transferred
on the books of the Corporation or be deemed to be outstanding for any purpose
whatsoever. Notwithstanding the foregoing, if said 10% rate of interest is in
excess of the rate permitted under applicable usury laws, said rate shall be
reduced to the maximum interest rate permissible under said usury laws.

         9.       DEPOSIT OF REDEMPTION PRICE. With respect to any redemption
made pursuant to Sections 6, 7 or 8 hereof, on or prior to the applicable
redemption date, the Corporation shall deposit the redemption price of all
applicable shares of Series B Preferred Stock with a bank or trust company
having aggregate capital and surplus in excess of $500,000,000 as a trust fund
for the benefit of the holders of Series B Preferred Stock, with irrevocable
instructions and authority to the bank or trust company to pay the redemption
price for such shares to their respective holders on or after the redemption
date upon receipt of notification from the Corporation that such holder has
surrendered his or its share certificate to the Corporation. The balance of any
monies deposited by the Corporation pursuant to this Section 9 remaining
unclaimed at the expiration of one year following the redemption date shall
thereafter be returned to the Corporation upon its request expressed in a
resolution of its Board of Directors.

                                      -42-
<PAGE>

         10.      PURCHASE OF SERIES B PREFERRED STOCK. Nothing herein contained
shall prevent or restrict the purchase by the Corporation, from time to time
either at public or private sale, or the whole or any part of the Series B
Preferred Stock at such price or prices as the holders of Series B Preferred
Stock and the Corporation may mutually agree upon, subject to the provisions of
applicable law.

         11.      FUNDS LEGALLY AVAILABLE. If the funds of the Corporation
legally available for redemption of Series B Preferred Stock on a redemption
date are insufficient to redeem the shares of Series B Preferred Stock required
to be redeemed on such date, those funds which are legally available will be
used to redeem the maximum possible number of such shares of Series B Preferred
Stock ratably on the basis of the number of shares of Series B Preferred Stock
which would be redeemed on such date if the funds of the Corporation legally
available therefor had been sufficient to redeem all shares of Series B
Preferred Stock. At any time thereafter when additional funds of the corporation
become legally available for the redemption of Series B Preferred Stock, such
funds will be used, at the end of the next succeeding fiscal quarter, to redeem
the balance of the shares which the Corporation was theretofore obligated to
redeem, ratably on the basis set forth in the preceding sentence. Without
limiting the foregoing, the Corporation shall be in default when any amounts due
to be paid on a redemption date are not legally available. Holders of such
unredeemed shares of Series B Preferred Stock shall have the right to receive
the applicable redemption price and interest thereon at the rate of 10% per
annum for the period in which the Corporation is obligated to redeem such
shares. If said 10% rate of interest is in excess of the rate permitted under
applicable usury laws, said rate shall be reduced to the maximum interest rate
permissible under said usury laws.

         12.      CANCELLATION AND SUBSEQUENT REDUCTION OF AUTHORIZED SERIES B
PREFERRED STOCK. Any Series B Preferred Stock redeemed pursuant to this
resolution will be cancelled and will not under any circumstances be reissued,
sold or transferred and the Corporation may from time to time take such
appropriate action as may be necessary to reduce the authorized Series B
Preferred Stock accordingly.

         13.      NOTICES. All notices, requests, consents and other
communications made pursuant to this resolution shall be in writing and shall be
delivered by hand, telecopy (if confirmed) or mailed by first-class certified or
registered mail, return receipt requested, postage prepaid. Such notices shall
be deemed to have been made upon dispatch to the appropriate addressee, except
for such notices that are delivered by first-class certified or registered mail,
in which case such notices shall be deemed to have been made upon receipt by the
appropriate addressee. Notice to each holder of Series B Preferred Stock shall
be sent in each case to the telecopy number or address last shown on the records
of the Corporation for such holder. Notice to the Corporation shall be sent in
each case to the telecopy number or address of an appropriate addressee located
at the Corporation's principal office.

                                      -43-
<PAGE>


                  IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be affixed hereto and this Certificate to be duly executed by Timothy J.
Barberich, its President, this 13th day of March, 1995.

                                        SEPRACOR INC.,
                                        a Delaware corporation

                                        By:      /s/ Timothy J. Barberich
                                                 -------------------------------
                                                 Timothy J. Barberich
                                                 President

                                      -44-
<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                  SEPRACOR INC.

         Sepracor Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said Corporation, at a meeting
duly called and held on February 14, 1995, as filed with the minutes of the
Board of Directors, duly adopted a resolution pursuant to Section 242 of the
General Corporation Law of the State of Delaware proposing and declaring
advisable the following amendment to the Restated Certificate of Incorporation
of the Corporation:

         RESOLVED:                  That the first paragraph of Article FOURTH
                                    of the Corporation's Restated Certificate of
                                    Incorporation be amended to read in its
                                    entirety as follows:

                                    FOURTH:  The total number of shares
                                    of all classes of stock which the
                                    Corporation has authority to issue is
                                    thirty-six million shares (36,000,000)
                                    consisting of thirty-five million
                                    (35,000,000) shares of common stock, $.10
                                    par value per share ("Common Stock"), and
                                    one million (1,000,000) shares of Preferred
                                    Stock, $1.00 par value per share ("Preferred
                                    Stock").

         SECOND: That the foregoing Amendment to the Corporation's Restated
Certificate of Incorporation was adopted by the holders of a majority of the
outstanding shares of Common Stock and Series A Convertible Preferred Stock at
the Corporation's Annual Meeting of Stockholders held on May 17, 1995 pursuant
to notice duly given.

         IN WITNESS WHEREOF, Sepracor Inc. has caused this Certificate to be
signed by Timothy J. Barberich, its President, and attested by Victor H.
Woolley, its Secretary, this 17th day of May, 1995.

                                          SEPRACOR INC.

                                          By:      /s/ Timothy J. Barberich
                                                  ------------------------------
                                                   Timothy J. Barberich
                                          Its:     President

ATTEST:

BY:      /s/ Victor H. Woolley
         ---------------------
         Victor H. Woolley

                                      -45-
<PAGE>


                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  SEPRACOR INC.

         Sepracor Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said Corporation, in a Written
Action in Lieu of Meeting dated as of March 27, 1996, duly adopted a resolution
pursuant to Section 242 of the General Corporation Law of the State of Delaware
("Delaware Law") proposing and declaring advisable the following amendment to
the Restated Certificate of Incorporation of the Corporation:

         RESOLVED:                  That the first paragraph of Article FOURTH
                                    of the Restated Certificate of
                                    Incorporation, as amended, be amended to
                                    read in its entirety as follows:

                                    FOURTH: The total number of shares of all
                                    classes of stock which the Corporation has
                                    authority to issue is forty-one million
                                    shares (41,000,000) consisting of forty
                                    million (40,000,000) shares of common stock,
                                    $.10 par value per share ("Common Stock"),
                                    and one million (1,000,000) shares of
                                    Preferred Stock, $1.00 par value per share
                                    ("Preferred Stock").

         SECOND: That the foregoing Amendment to the Corporation's Restated
Certificate of Incorporation, as amended, was adopted by the holders of a
majority of the outstanding shares of Common Stock at the Corporation's Annual
Meeting of Stockholders held on May 15, 1996 pursuant to notice duly given.

         IN WITNESS WHEREOF, Sepracor Inc. has caused this Certificate to be
signed by Robert F. Scumaci, its Senior Vice President this 16th day of May,
1996.

                                         SEPRACOR INC.

                                         By: /s/ Robert F. Scumaci
                                             -------------------------
                                                 Robert F. Scumaci
                                             Its: SENIOR VICE PRESIDENT

                                      -46-
<PAGE>


                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  SEPRACOR INC.

         Sepracor Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said Corporation, at a Meeting
duly called and held on February 26, 1998, as filed with the minutes of the
Board of Directors, duly adopted a resolution pursuant to Section 242 of the
General Corporation Law of the State of Delaware ("Delaware Law") proposing and
declaring advisable the following amendment to the Restated Certificate of
Incorporation, as amended, of the Corporation:

         RESOLVED:                  That the first paragraph of Article FOURTH
                                    of the Restated Certificate of
                                    Incorporation, as amended, be amended to
                                    read in its entirety as follows:

                                    FOURTH: The total number of shares of all
                                    classes of stock which the Corporation has
                                    authority to issue is eighty-one million
                                    shares (81,000,000) consisting of eighty
                                    million (80,000,000) shares of Common Stock,
                                    $.10 par value per share ("Common Stock"),
                                    and one million (1,000,000) shares of
                                    Preferred Stock, $1.00 par value per share
                                    ("Preferred Stock").

         SECOND: That the foregoing amendment to the Corporation's Restated
Certificate of Incorporation, as amended, was adopted by the holders of a
majority of the outstanding shares of Common Stock at the Corporation's Annual
Meeting of Stockholders held on May 27, 1998 pursuant to notice duly given.

         IN WITNESS WHEREOF, Sepracor Inc. has caused this Certificate to be
signed by Robert F. Scumaci, its Senior Vice President this 3rd day of June,
1998.

                                  SEPRACOR INC.

                                         By: /s/ Robert F. Scumaci
                                             -----------------------
                                                 Robert F. Scumaci
                                             Its: SENIOR VICE PRESIDENT

                                      -47-
<PAGE>


                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                        NEW ENGLAND PHARMACEUTICALS, INC.
                          (a Massachusetts corporation)

                                      INTO

                                  SEPRACOR INC.
                            (a Delaware corporation)

         Sepracor Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:

         FIRST: That the Corporation was incorporated on the 27th day of
January, 1984, pursuant to the General Corporation Law of the State of Delaware.

         SECOND: That the Corporation owns all of the outstanding shares of each
class of the stock of New England Pharmaceuticals, Inc., a corporation
incorporated on the 6th day of June, 1995 pursuant to the Massachusetts General
Laws.

         THIRD: That the Board of Directors of the Corporation, by written
action dated the 24th day of June, 1996, duly adopted the following resolutions:

         RESOLVED:             That, pursuant to the Delaware General
                               Corporation Law, Sections 253, and the
                               Massachusetts General Laws, Chapter 156B, Section
                               82, the Corporation is hereby authorized to merge
                               New England Pharmaceuticals, Inc., a
                               Massachusetts corporation which is a wholly-owned
                               subsidiary of the Corporation, into the
                               Corporation (the "Merger");

         RESOLVED:             That the President and Secretary of the
                               Corporation be and each hereby is, authorized to
                               execute (i) a Certificate of Ownership and Merger
                               with respect to the Merger and to file the same
                               with the Secretary of State of Delaware and (ii)
                               Articles of Merger with respect to the Merger and
                               to cause the same to be filed with the Secretary
                               of State of Massachusetts, and to take all such
                               other actions and to execute all such other
                               instruments and agreements as they or any of them
                               deem appropriate to effect such Merger;

         RESOLVED:             That the Merger shall be effective upon the
                               completion of the filing of the Certificate of
                               Ownership and Merger with the Secretary of State
                               of Delaware and the Articles of Merger with the
                               Secretary of State of Massachusetts.

                                      -48-
<PAGE>


         IN WITNESS WHEREOF, Sepracor Inc. has caused this Certificate to be
signed by Timothy J. Barberich as President and attested by David P. Southwell
as Secretary, this 28th day of June, 1996.

                                  SEPRACOR INC.

                                         By: /s/ Timothy J. Barberich
                                             ------------------------------
                                              Timothy J. Barberich,
                                              President

ATTEST:

/s/ David P. Southwell
-------------------------------
David P. Southwell, Secretary

                                      -49-
<PAGE>


                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  SEPRACOR INC.

         Sepracor Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said Corporation, at a Meeting
duly called and held on February 25, 1999, as filed with the minutes of the
Board of Directors, duly adopted a resolution pursuant to Section 242 of the
General Corporation Law of the State of Delaware ("Delaware Law") proposing and
declaring advisable the following amendment to the Restated Certificate of
Incorporation, as amended, of the Corporation:

         RESOLVED:                  That the first paragraph of Article FOURTH
                                    of the Restated Certificate of
                                    Incorporation, as amended, be amended to
                                    read in its entirety as follows:

                                    FOURTH: The total number of shares of all
                                    classes of stock which the Corporation has
                                    authority to issue is one hundred and
                                    forty-one million shares (141,000,000)
                                    consisting of one hundred and forty million
                                    (140,000,000) shares of Common Stock, $.10
                                    par value per share ("Common Stock"), and
                                    one million (1,000,000) shares of Preferred
                                    Stock, $1.00 par value per share ("Preferred
                                    Stock").

         SECOND: That the foregoing amendment to the Corporation's Restated
Certificate of Incorporation, as amended, was adopted by the holders of a
majority of the outstanding shares of Common Stock at the Corporation's Annual
Meeting of Stockholders held on May 19, 1999 pursuant to notice duly given.

         IN WITNESS WHEREOF, Sepracor Inc. has caused this Certificate to be
signed by Robert F. Scumaci, its Senior Vice President this 19th day of May,
1999.

                                  SEPRACOR INC.

                                  By: /s/ Robert F. Scumaci
                                      -------------------------------
                                          Robert F. Scumaci
                                     Its: SENIOR VICE PRESIDENT


                                      -50-
<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  SEPRACOR INC.

                  Sepracor Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

                  FIRST: That the Board of Directors of said Corporation, at a
Meeting duly called and held on February 24, 2000, as filed with the minutes of
the Board of Directors, duly adopted a resolution pursuant to Section 242 of the
General Corporation Law of the State of Delaware ("Delaware Law") proposing and
declaring advisable the following amendment to the Restated Certificate of
Incorporation, as amended, of the Corporation:

         RESOLVED:                  That the first paragraph of Article FOURTH
                                    of the Restated Certificate of
                                    Incorporation, as amended, be amended to
                                    read in its entirety as follows:

                                    FOURTH: The total number of shares of all
                                    classes of stock which the Corporation has
                                    authority to issue is two hundred and
                                    forty-one million shares (241,000,000)
                                    consisting of two hundred and forty million
                                    (240,000,000) shares of Common Stock, $.10
                                    par value per share ("Common Stock"), and
                                    one million (1,000,000) shares of Preferred
                                    Stock, $1.00 par value per share ("Preferred
                                    Stock").

                  SECOND: That the foregoing amendment to the Corporation's
Restated Certificate of Incorporation, as amended, was adopted by the holders of
a majority of the outstanding shares of Common Stock at the Corporation's Annual
Meeting of Stockholders held on May 24, 2000 pursuant to notice duly given.

         IN WITNESS WHEREOF, Sepracor Inc. has caused this Certificate to be
signed by Robert F. Scumaci, its Senior Vice President this 24th day of May,
2000.

                                  SEPRACOR INC.

                                  By:/s/ Robert F. Scumaci
                                     -------------------------
                                         Robert F. Scumaci
                                     Its: Senior Vice President






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