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                                                                     Exhibit 4.1


                           CERTIFICATE OF DESIGNATION
                                       OF
                            SERIES B PREFERRED STOCK
                                       OF
                                   SCIOS INC.


                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)


         SCIOS INC., a corporation organized and existing under the General

Corporation Law of the State of Delaware (the "Corporation"), hereby certifies

that the following resolution was adopted on February 8, 2000 by the vote of the

Board of Directors of the Corporation as required by Section 151 of the General

Corporation Law:

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

                  Series B Preferred Stock:

                  Section 1. Designation and Amount. Fifty thousand (50,000)
         shares of Preferred Stock, $.001 par value, are designated "Series B
         Preferred Stock" with the powers, preferences, rights, qualifications,
         limitations and restrictions specified herein (the "Series B Preferred
         Stock"). Such number of shares may be increased or decreased by
         resolution of the Board of Directors; provided, that no decrease shall
         reduce the number of shares of Series B Preferred Stock to a number
         less than the number of shares then outstanding plus the number of
         shares reserved for issuance upon the exercise of outstanding options,
         rights or warrants or upon the conversion of any outstanding securities
         issued by the Corporation convertible into Series B Preferred Stock.

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


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

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

                  Section 5. Conversion.

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

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

                  (C) Each holder of Series B Preferred Stock who desires to
         convert the same into shares of Common Stock pursuant to this Section 5
         shall surrender the certificate or certificates therefor, duly
         endorsed, at the office of the Corporation or any transfer agent for
         the Series B Preferred Stock, and shall give written notice to the
         Corporation at such office that such holder elects to convert the same;
         provided, however, that in the event of an automatic conversion
         pursuant to Section 5(B), the outstanding shares of Series B Preferred
         Stock shall be converted automatically without any further action by
         the holder of such shares and whether or not the certificates
         representing such shares are surrendered to the Corporation or its
         transfer agent, and provided further that the Corporation shall not be
         obligated to issue certificates evidencing the shares of common Stock
         issuable upon such automatic conversion unless the certificates
         evidencing such shares of Series B Preferred Stock are delivered to the
         Corporation or its transfer agent as provided herein. Such notice shall
         state the number of shares of Series B Preferred Stock being converted.
         Thereupon, the Corporation shall promptly issue and deliver at such
         office to such holder a certificate or certificates for the number of
         shares of Common Stock to which such holder is entitled and shall
         promptly pay in cash or, to the extent sufficient funds are not then
         legally available therefor, in Common Stock (at the Common Stock's fair
         market value determined by the Board of Directors as of the date of
         such conversion), any declared and unpaid dividends on the shares of
         Series B Preferred Stock being converted. Such conversion shall be
         deemed to have been made at the close of

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         business on the date of such surrender of the certificates
         representing the shares of Series B Preferred Stock to be converted,
         or in the case of automatic conversion on the date of transfer to the
         new holder, and the person entitled to receive the shares of Common
         Stock issuable upon such conversion shall be treated for all purposes
         as the record holder of such shares of Common Stock on such date.

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

                  (E) If the Corporation at any time or from time to time after
         the Original Issue Date makes, or fixes a record date for the
         determination of holders of Common Stock entitled to receive, a
         dividend or other distribution payable in additional shares of Common
         Stock, in each such event the Conversion Ratio that is then in effect
         shall be increased as of the time of such issuance or, in the event
         such record date is fixed, as of the close of business on such record
         date, by multiplying the Conversion Ratio then in effect by a fraction
         (1) the numerator of which is the total number of shares of Common
         Stock issued and outstanding immediately prior to the time of such
         issuance or the close of business on such record date plus the number
         of shares of Common Stock issuable in payment of such dividend or
         distribution, and (2) the denominator of which is the total number of
         shares of Common Stock issued and outstanding immediately prior to the
         time of such issuance or the close of business on such record date;
         provided, however, that if such record date is fixed and such dividend
         is not fully paid or if such distribution is not fully made on the date
         fixed therefor, the Conversion Ratio shall be recomputed accordingly as
         of the close of business on such record date and thereafter the
         Conversion Ratio shall be adjusted pursuant to this Section 5(E) to
         reflect the actual payment of such dividend or distribution.

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

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         with respect to the rights of the holders of the Series B Preferred or
         with respect to such other securities by their terms.

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

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

                  Section 7. Consolidation, Merger, etc. In case the Corporation
         shall enter into any consolidation, merger, combination or other
         transaction in which the shares of Common Stock are exchanged for or
         changed into other stock or securities, cash and/or any other property,
         then in any such case the Corporation shall give each holder of shares
         of Series B Preferred Stock notice of such transaction, and each such
         holder shall have the right to convert such shares Series B Preferred
         Stock into shares of Common Stock of the Corporation prior to such
         closing.

         IN WITNESS WHEREOF, the undersigned have executed this certificate as
of February 8, 2000.

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

                                     President and Chief Executive Officer


                                     /s/ John H. Newman
                                     ----------------------------------

                                     Secretary


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