Exhibit
3.1
 AMENDED
AND RESTATED
 CERTIFICATE
OF INCORPORATION
 OF
 FOREST
LABORATORIES, INC.
 
 (Incorporated
April 11, 1956)
 
 Forest
Laboratories, Inc., a corporation organized and existing under the laws of the
State of Delaware, hereby certifies as follows:
 
 I.              The
name of the corporation is Forest Laboratories, Inc.
 
 II.             The
original certificate of incorporation of the corporation was filed with the
Secretary of State of Delaware on April 11, 1956.
 
 III.            This
amended and restated certificate of incorporation has been
duly adopted in accordance with sections 242 and 245 of the Delaware General
Corporation Law by the board of directors and stockholders of the
corporation.
 
 IV.            The
text of the certificate of incorporation as heretofore amended or supplemented
is hereby integrated, amended and restated as follows:
 
 FIRST:  The
name of the corporation is FOREST LABORATORIES, INC.
 
 SECOND:The address of
the corporation’s registered office in the State of Delaware is
1209 Orange Street, County of New Castle, Wilmington, Delaware
19801.  The name of its registered agent at such address is The
Corporation Trust Company.
 
 THIRD:  Thepurpose of
the corporation is to engage in any lawful act or activity for which a
corporation may be organized under the Delaware General Corporation
Law.
 
 FOURTH:The total number
of shares of stock which the corporation is authorized to issue is
1,001,000,000, of which 1,000,000,000 shares of the par value of $.10 per share
are to be Common Stock, and 1,000,000 shares of the par value of $1.00 per share
are to be Preferred Stock (“Series Preference Stock”).
 
 A
statement of the designations and the powers, preferences and rights of all
series of Series Preference Stock and the qualifications, limitations or
restrictions thereof, the fixing of which by the certificate of incorporation is
desired, and the authority of the board of directors to fix by resolution or
resolutions, the designations and the powers, preferences and rights of such
classes of stock or the qualifications, limitations or restrictions thereof,
which are not fixed hereby, are as follows:
 
 (a)              Shares
of Series Preference Stock may be issued from time to time in one or more
series.  The preferences and relative participating, optional and
other special rights of each series and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all other series
already outstanding; the terms of each series shall be as specified in this
Article and in the resolution or resolutions hereinafter referred to; and the
board of directors of the corporation is hereby expressly granted authority to
fix, by resolution or resolutions adopted prior to the issuance of any shares of
a particular series of Series Preference Stock, the designations, preferences
and relative participating, optional and other special rights, or the
qualifications, limitations or restrictions thereof, of such series, including,
but without limiting the generality of the foregoing, the
following:
 
 (i)           The
rate and times at which, and the terms and conditions on which, dividends on the
Series Preference Stock of such series shall be paid;
 
 (ii)           The
right, if any, of holders of Series Preference Stock of such series to convert
the same into, or exchange the same for, other classes of stock of the
corporation and the terms and conditions of such conversion or
exchange;
 
 (iii)           The
redemption price or prices and the time at which, and the terms and conditions
on which, Series Preference Stock of such series may be redeemed;
 
 (iv)           The
rights of the holders of Series Preference Stock of such series upon the
voluntary or involuntary liquidation, distribution or sale of assets,
dissolution or winding up of the corporation;
 
 (v)           The
voting power, if any, of the Series Preference Stock of such series;
and
 
 (vi)           The
terms of the sinking fund or redemption or purchase account, if any, to be
provided for the Series Preference Stock of such series.
 
 (b)              All
shares of each series shall be identical in all respects to the other shares of
such series.  The rights of the Common Stock of the corporation shall
be subject to the preferences and relative participating, optional and other
special rights of the Series Preference Stock of each series as fixed herein and
from time to time by the board of directors as aforesaid.
 
 FIFTH:  The
corporation is to have perpetual existence.
 
 SIXTH:  The
private property of the stockholders shall not be subject to the payment of
corporate debts to any extent whatever.
 
 SEVENTH:  In
furtherance and not in limitation of the powers conferred by statute, the board
of directors is expressly authorized:
 
 To make,
alter or repeal the by-laws of the corporation.
 
 To
authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.
 
 To set
apart out of any of the funds of the corporation available for dividends a
reserve or reserves for any proper purpose and to abolish any such reserve in
the manner in which it was created.
 
 By
resolution passed by a majority of the whole board of directors, to designate
one or more committees, each committee to consist of two or more of the
directors of the corporation, which, to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it.  Such committee or committees shall have
such name or names as may be stated in the by-laws of the corporation or as may
be determined from time to time by resolution adopted by the board of
directors.
 
 EIGHTH:  Whenever
a 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, agree 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:  Meetings
of stockholders may be held outside the State of Delaware, if the by-laws so
provide.  The books of the corporation may be kept (subject to any
provision contained in the statutes) outside the State of Delaware at such place
or places as may be designated from time to time by the board of directors or in
the by-laws of the corporation.  Elections of directors need not be by
ballot unless the by-laws of the corporation shall so provide.
 
 TENTH:  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 statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
 
 ELEVENTH:    (a)        The
corporation shall indemnify any and all of its directors or officers or former
directors or officers or any person who may have served at its request as a
director or officer of another corporation in which it owns shares of capital
stock or of which it is a creditor against expenses actually and necessarily
incurred by them in connection with the defense of any action, suit or
proceeding in which they, or any of them, are made parties, or a party, by
reason of being or having been directors or officers or a director or officer of
the corporation, or of such other corporation, except in relation to matters as
to which any such director or officer or former director or officer or person
shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the performance of duty.  Such indemnification shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled, under any by-law, agreement, vote of stockholders, or
otherwise.
 
 (b)        No
person serving as a director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director (i) for any breach of the director’s duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit.
 
 TWELFTH:  In
the absence of fraud, no contract or other transaction between this corporation
and any other corporation or any partnership or association shall be affected or
invalidated by the fact that any director or officer of this corporation is
pecuniarily or otherwise interested in or is a director, member or officer of
such other corporation or of such firm, association or partnership or is a party
to or is pecuniarily or otherwise interested in such contract or other
transaction or in any way connected with any person or persons, firm,
association, partnership or corporation pecuniarily or otherwise interested
therein; any director may be counted in determining the existence of a quorum at
any meeting of the board of directors of this corporation for the purpose of
authorizing any such contract or transaction with like force and effect as if he
were not so interested, or were not a director, member or officer of such other
corporation, firm, association or partnership.
 
 THIRTEENTH:  No
stockholder of this corporation shall, because of his ownership of stock, have a
preemptive or other right to purchase, subscribe for, or take any part of any
stock or any part of the notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase stock of this
corporation issued, optioned, or sold by it after its
incorporation.  Any part of the capital stock and any part of the
notes, debentures, bonds, or other securities convertible into or carrying
options or warrants to purchase stock of this corporation authorized by this
certificate of incorporation or by an amended certificate duly filed, may at any
time be issued, optioned for sale, and sold or disposed of by this corporation
pursuant to resolution of its board of directors to such person and upon such
terms as may to such board of directors seem proper without first offering such
stock or securities or any part thereof to existing stockholders.
 
 IN
WITNESS WHEREOF, Forest Laboratories, Inc. has caused this amended and restated
certificate of incorporation to be signed by Howard Solomon, its Chairman and
Chief Executive Officer on this 11 day of August 2008.
 
 FOREST
LABORATORIES, INC.
 
 
 __________________________________________
 Howard
Solomon
 Chairman
and Chief Executive Officer