EXHIBIT 3.1

               RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED
             CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
                          PARTICIPATING PREFERRED STOCK
                                       OF
                    FIRST HORIZON PHARMACEUTICAL CORPORATION


It is hereby certified that:

     1. The name of the corporation  (hereinafter  called the  "Corporation") is
First Horizon Pharmaceutical Corporation.

     2. The Restated Certificate of Incorporation of the Corporation  authorizes
the issuance of shares of Preferred  Stock and  expressly  vests in the Board of
Directors of the Corporation the authority  provided therein to issue any or all
of said shares at any time and from time to time, in one or more series,  and to
fix or alter the designations, preferences and relative, participating, optional
or other special rights and qualifications, limitations or restrictions, of said
shares of Preferred Stock.

     3. Pursuant to the authority  conferred  upon the Board of Directors by the
Restated  Certificate of Incorporation  as aforesaid,  the Board of Directors on
July 12,  2002,  adopted a  resolution  creating a series of  400,000  shares of
Preferred Stock designated as "Participating  Preferred Stock," and no shares of
the Participating Preferred Stock have been issued.

     4. Pursuant to the authority  conferred  upon the Board of Directors by the
Restated  Certificate  of  Incorporation  and  Section  151(g)  of  the  General
Corporation  Law of the State of  Delaware,  the Board of  Directors on July 12,
2002  adopted  the  following   resolutions   setting  forth  the  designations,
preferences  and relative,  participating,  optional or other special rights and
qualifications,  limitations  or  restrictions,  of the shares of  Participating
Preferred Stock:

     "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
rights, preferences and limitations thereof as follows:

                    1. The distinctive  serial  designation of this series shall
          be "Participating Preferred Stock" (hereinafter called "this Series").
          Each share of this Series shall be identical in all respects  with the
          other  shares of this  Series  except  as to the dates  from and after
          which dividends thereon shall be cumulative.

                    2. The number of shares in this Series  shall  initially  be
          400,000  which  number may from time to time be increased or decreased
          (but not below the number then outstanding) by the Board of Directors.
          Shares of this Series  purchased by the Corporation  shall be canceled
          and shall revert to authorized but unissued  shares of Preferred Stock
          undesignated  as to  series.  Shares of this  Series  may be issued in
          fractional  shares,  which fractional shares shall entitle the holder,



<PAGE>

          in proportion to such holder's  fractional  share,  to all rights of a
          holder of a whole share of this Series.

                    3. The holders of full or  fractional  shares of this Series
          shall be  entitled  to  receive,  when and as declared by the Board of
          Directors,   but  only  out  of  funds  legally  available   therefor,
          dividends,  on each date that dividends or other distributions  (other
          than  dividends  or  distributions  payable  in  Common  Stock  of the
          Corporation)  are payable on or in respect of Common Stock  comprising
          part of the  Reference  Package (as defined  below),  in an amount per
          whole share of this Series equal to the aggregate  amount of dividends
          or other distributions (other than dividends or distributions  payable
          in Common Stock of the Corporation) that would be payable on such date
          to a holder of the Reference Package. Each such dividend shall be paid
          to the  holders  of record of shares of this  Series on the date,  not
          exceeding sixty days preceding such dividend or  distribution  payment
          date,  fixed for the purpose by the Board of  Directors  in advance of
          payment of each particular dividend or distribution. Dividends on each
          full and each fractional share of this Series shall be cumulative from
          the date such full or fractional  share is originally  issued provided
          that any such  full or  fractional  share  originally  issued  after a
          dividend  record date and on or prior to the dividend  payment date to
          which such  record date  relates  shall not be entitled to receive the
          dividend  payable  on such  dividend  payment  date or any  amount  in
          respect of the period from such  original  issuance  to such  dividend
          payment date.

                    The term "Reference Package" shall initially mean 100 shares
          of Common Stock of the Corporation. In the event the Corporation shall
          at any time after the close of  business  on July 26, 2002 (A) declare
          or pay a dividend on any Common  Stock  payable in Common  Stock,  (B)
          subdivide  any Common  Stock,  or (C) combine any Common  Stock into a
          smaller  number of  shares,  then and in each such case the  Reference
          Package  after such event  shall be the Common  Stock that a holder of
          the  Reference  Package  immediately  prior to such  event  would hold
          thereafter as a result thereof.

                    Holders of shares of this  Series  shall not be  entitled to
          any dividends,  whether payable in cash,  property or stock, in excess
          of full cumulative dividends, as herein provided on this Series.

                    So long as any  shares of this  Series are  outstanding,  no
          dividend  (other than a dividend in Common Stock or in any other stock
          ranking  junior to this Series as to dividends  and upon  liquidation)
          shall  be  declared  or  paid  or  set  aside  for  payment  or  other
          distribution  declared or made upon the Common Stock or upon any other
          stock  ranking   junior  to  this  Series  as  to  dividends  or  upon
          liquidation,  nor shall any  Common  Stock nor any other  stock of the
          Corporation  ranking  junior to or on a parity  with this Series as to
          dividends  or upon  liquidation  be  redeemed,  purchased or otherwise
          acquired  for any  consideration  (or any monies to be paid to or made
          available  for a sinking fund for the  redemption of any shares of any
          such stock) by the Corporation  (except by conversion into or exchange
          for  stock of the  Corporation  ranking  junior  to this  Series as to
          dividends  and  upon  liquidation),  unless,  in each  case,  the full
          cumulative dividends (including the dividend to be due upon payment of
          such   dividend,   distribution,   redemption,   purchase   or   other
          acquisition),  if any, on all outstanding  shares of this Series shall
          have been, or shall contemporaneously be, paid.


<PAGE>

                    4.   In   the   event   of   any   merger,    consolidation,
          reclassification  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 shares of
          this Series shall at the same time be  similarly  exchanged or changed
          in an amount per whole share equal to the  aggregate  amount of stock,
          securities,  cash and/or any other property  (payable in kind), as the
          case may be, that a holder of the Reference  Package would be entitled
          to receive as a result of such transaction.

                    5. In the event of any  liquidation,  dissolution or winding
          up  of  the  affairs  of  the   Corporation,   whether   voluntary  or
          involuntary,  the holders of full and fractional shares of this Series
          shall be entitled,  before any  distribution or payment is made on any
          date to the  holders  of the  Common  Stock or any other  stock of the
          Corporation ranking junior to this Series upon liquidation, to be paid
          in full  an  amount  per  whole  share  of this  Series  equal  to the
          aggregate amount  distributed  prior to such date or to be distributed
          in connection  with such  liquidation,  dissolution or winding up to a
          holder of the Reference  Package,  together with accrued  dividends to
          such distribution or payment date,  whether or not earned or declared.
          If such payment  shall have been made in full to all holders of shares
          of this  Series,  the  holders of shares of this  Series as such shall
          have  no  right  or  claim  to  any  of the  remaining  assets  of the
          Corporation.

                    In the event the  assets of the  Corporation  available  for
          distribution  to the  holders  of  shares  of  this  Series  upon  any
          liquidation,  dissolution  or winding up of the  Corporation,  whether
          voluntary or  involuntary,  shall be  insufficient  to pay in full all
          amounts to which  such  holders  are  entitled  pursuant  to the first
          paragraph  of this  Section 5, no such  distribution  shall be made on
          account of any shares of any other class or series of Preferred  Stock
          ranking  on a  parity  with  the  shares  of  this  Series  upon  such
          liquidation,   dissolution   or   winding   up  unless   proportionate
          distributive  amounts  shall be paid on  account of the shares of this
          Series,  ratably in proportion to the full  distributable  amounts for
          which holders of all such parity shares are respectively entitled upon
          such liquidation, dissolution or winding up.

                    Upon  the  liquidation,  dissolution  or  winding  up of the
          Corporation,  the holders of shares of this  Series  then  outstanding
          shall  be  entitled  to be  paid  out of  assets  of  the  Corporation
          available for  distribution to its  shareholders  all amounts to which
          such  holders are  entitled  pursuant to the first  paragraph  of this
          Section 5 before any  payment  shall be made to the  holders of Common
          Stock  or any  other  stock of the  Corporation  ranking  junior  upon
          liquidation to this Series.

                    For purposes of this Section 5, the  consolidation or merger
          of or  binding  share  exchange  by,  the  Corporation  with any other
          corporation   shall  not  be  deemed  to  constitute  a   liquidation,
          dissolution or winding up of the Corporation.

                    6. The shares of this Series shall not be redeemable without
          the consent of the holder of such shares.


<PAGE>

                    7. In addition to any other vote or consent of  shareholders
          required by law or by the Articles of  Incorporation,  as amended,  of
          the Corporation, each whole share of this Series shall, on any matter,
          vote as a class with any other  capital stock  comprising  part of the
          Reference  Package and voting on such matter and shall have the number
          of votes thereon that a holder of the Reference Package would have.

                    8. The shares of this Series  shall rank junior to all other
          series  of the  Corporation's  Preferred  Stock as to the  payment  of
          dividends and the distribution of assets, unless the terms of any such
          series shall provide otherwise.

     RESOLVED,  that  the  statements  contained  in the  foregoing  resolutions
creating and  designating the said series of  Participating  Preferred Stock and
fixing the designations,  preferences and relative,  participating,  optional or
other special rights and  qualifications,  limitations or  restrictions  thereof
shall,  upon the effective date of said series,  be deemed to be included in and
be a part  of the  Restated  Certificate  of  Incorporation  of the  Corporation
pursuant to the  provisions  of Sections 104 and 151 of the General  Corporation
Law of the State of Delaware."

     5. The effective time and date of the series herein  certified shall be the
filing date of this  Certificate of  Designation  with the Secretary of State of
Delaware.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Designation,  Preferences and Rights of  Participating  Preferred Stock of First
Horizon Pharmaceutical Corporation to be signed by its Executive Vice President,
Chief  Financial  Officer,  Chief  Operating  Officer and  Secretary  and,  such
authorized  officer hereby declares,  under penalty of perjury under the laws of
the State of Delaware,  that he signed this Certificate in the official capacity
set  forth  beneath  his  signature  and that the  statements  set forth in this
Certificate  are true and  correct of his own  knowledge  this 18th day of July,
2002.



                         /s/ Balaji Venkataraman
                         ----------------------------------------------------
                         Balaji Venkataraman
                         Executive Vice President,  Chief  Financial  Officer,
                         Chief Operating Officer and Secretary




<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                    FIRST HORIZON PHARMACEUTICAL CORPORATION
                            (a Delaware Corporation)


     First Horizon Pharmaceutical Corporation (the "Corporation"), 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 First Horizon Pharmaceutical Corporation.

     2. The Restated  Certificate of  Incorporation of the Corporation is hereby
amended  by  striking  out the first  paragraph  of  Article  4  thereof  and by
substituting  in lieu of said first  paragraph  of Article 4 the  following  new
paragraph:

     "The total  number of shares of all classes of stock which the  Corporation
shall have authority to issue is 101,000,000 shares, of which 100,000,000 shares
shall be designated as "Common Stock," $.001 par value per share,  and 1,000,000
shares shall be designated as "Preferred Stock," $.001 par value per share."

     3. The  amendment  of the  Restated  Certificate  of  Incorporation  herein
certified  has been duly adopted in  accordance  with the  provisions of Section
ss.242 of the General Corporation Law of the State of Delaware.


Executed on this 27th day of May, 2002.


                                              /s/ Mahedra G. Shah, Ph.D.
                                              ----------------------------------
                                              Mahendra G. Shah, Ph.D.
                                              Chairman, Chief Executive Officer
                                              and President



<PAGE>




                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                       HORIZON PHARMACEUTICAL CORPORATION


     The  undersigned,  Mahendra  G. Shah,  Ph.D.,  Chief  Executive  Officer of
HORIZON PHARMACEUTICAL  CORPORATION,  a corporation organized and existing under
the laws of the State of Delaware (the  "Corporation"),  does hereby  certify as
follows:

     FIRST: The name of the Corporation is: Horizon Pharmaceutical Corporation

     SECOND:  The Certificate of  Incorporation  of the Corporation was filed in
the Office of the  Secretary  of State of the State of Delaware on July 9, 1992,
and was amended by  Certificates  of Amendment filed on August 11, 1992, May 24,
1994, December 7, 1998, and December 15, 1999.

     THIRD:  This  Restated  Certificate  of  Incorporation  was duly adopted in
accordance  with  the  provisions  of  Section  245  of  the  Delaware   General
Corporation Law, the Board of Directors having duly adopted  resolutions setting
forth and declaring  advisable this Restated  Certificate of Incorporation,  and
the written  consent of the  stockholders  of the  Corporation has been given in
accordance with Section 228 of the Delaware General Corporation Law.

     FOURTH: This Restated  Certificate of Incorporation is being filed pursuant
to Sections 103,  228, 242 and 245 of the Delaware  General  Corporation  Law in
order to restate the Certificate of Incorporation of the Corporation and also to
amend the Certificate of Incorporation.

     FIFTH:  The  Certificate  of  Incorporation  of the  Corporation  is hereby
amended and restated in its entirety as follows:




<PAGE>


                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                    FIRST HORIZON PHARMACEUTICAL CORPORATION


                                 ARTICLE 1: NAME

     The name of the  Corporation is: First Horizon  Pharmaceutical  Corporation
(the "Corporation").

                     ARTICLE 2: REGISTERED AGENT AND OFFICE

     The address of the Corporation's registered office in the State of Delaware
is  Corporation  Trust Center,  1209 Orange  Street,  in the City of Wilmington,
County of New Castle.  The name of the  Corporation's  registered  agent at such
address is The Corporation Trust Company.

                               ARTICLE 3: PURPOSE

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

                            ARTICLE 4: CAPITALIZATION

     The total  number of shares of all classes of stock  which the  Corporation
shall have authority to issue is 41,000,000  shares,  of which 40,000,000 shares
shall be designated as "Common Stock," $.001 par value per share,  and 1,000,000
shares shall be designated as "Preferred Stock," $.001 par value per share.

     A statement of the powers,  preferences and rights, and the qualifications,
limitations or  restrictions  thereof,  in respect of each class of stock of the
Corporation is as follows:

     A. Common Stock

     Except  as  otherwise  required  by law or as  provided  by  the  Board  of
Directors  with  respect to any class or series of Preferred  Stock,  the entire
voting  power and all voting  rights shall be vested  exclusively  in the Common
Stock.  Each holder of shares of Common  Stock shall be entitled to one vote for
each share outstanding in his or her name on the books of the Corporation.

     Subject to the preferred rights of the stockholders of shares of any series
of  Preferred  Stock as provided by the Board of  Directors  with respect to any
such  series of  Preferred  Stock,  the  holders  of the Common  Stock  shall be
entitled to receive,  as and when  declared by the Board of Directors out of the
funds of the Corporation legally available therefor,  such dividends (payable in
cash,  stock or  otherwise)  as the  Board of  Directors  may from  time to time
determine,  payable to  stockholders  of record on such dates,  not exceeding 60
days preceding the dividend payment dates, as shall be fixed for such purpose by
the Board of Directors in advance of payment of each particular dividend.


<PAGE>

     In  the  event  of  any  liquidation,  dissolution  or  winding  up of  the
Corporation, whether voluntary or involuntary, after the distribution or payment
to the  holders of shares of any series of  Preferred  Stock as  provided by the
Board of  Directors  with  respect to any such series of  Preferred  Stock,  the
remaining  assets of the Corporation  available for distribution to stockholders
shall be  distributed  among and paid to the holders of Common Stock  ratably in
proportion to the number of shares of Common Stock held by them respectively.

     B. Preferred Stock

     The Board of Directors is hereby  authorized  as it may  determine to issue
shares  of  Preferred  Stock at any time and from  time to time,  in one or more
series,  and  to  fix or  alter  the  designations,  preferences  and  relative,
participating, optional or other special rights and qualifications,  limitations
or restrictions, of such shares of Preferred Stock, including without limitation
of the generality of the foregoing,  dividend rights, dividend rates, conversion
rights,  voting rights,  rights and terms of redemption  (including sinking fund
provisions),  redemption  price or prices  and  liquidation  preferences  of any
wholly unissued series of preferred shares and the number of shares constituting
any of such series and the designation  thereof, or any of them; and to increase
or  decrease  the number of shares of that  series,  but not below the number of
shares of such  series  then  outstanding.  In case the  number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume
the status  which they had prior to the  adoption of the  resolution  originally
fixing the number of shares of such series.

                          ARTICLE 5: BOARD OF DIRECTORS

     The initial Board of Directors of the  Corporation  shall be such number as
is determined in accordance with the Bylaws of the Corporation. The directors of
the  Corporation  shall be divided into three  classes,  designated  as Class A,
Class B and Class C. In the event  that the  number  of  directors  shall not be
evenly divisible by three, the Board of Directors shall determine in which class
or classes the  remaining  director or  directors,  as the case may be, shall be
included.  No Class shall have more than one director  more than any other Class
unless such disparity results from the death or resignation of a director or the
removal  of a  director  by the  stockholders,  in  which  event  the  remaining
directors  shall  promptly  fill such vacancy so that no Class has more than one
director more than any other Class. The term of office of each director shall be
three years;  provided,  however,  that, the initial term of office of filing of
the  directors  in Class A shall  expire  at the  first  annual  meeting  of the
stockholders after the date of filing of this Certificate of Incorporation,  the
initial  term of office of the  directors  in Class B shall expire at the second
annual meeting after the date of filing of this  Certificate  of  Incorporation,
and the initial  term of office of the  directors in Class C shall expire at the
third  annual  meeting  after  the  date  of  filing  of  this   Certificate  of
Incorporation.  At each  annual  meeting  of  stockholders,  directors  shall be
elected for a full term of three years to succeed those whose terms expire.

     Notwithstanding any other provision of this Certificate of Incorporation or
the Bylaws of the  Corporation  (and  notwithstanding  the fact that some lesser
percentage may be specified by law), any removal of a director shall be only for
cause and shall be  effected  only by the  affirmative  vote of the  holders  of
two-thirds or more of the outstanding shares of capital stock of the Corporation

<PAGE>

entitled to vote generally in the election of directors cast at a meeting of the
stockholders called for that purpose.

                   ARTICLE 6: LIMITATION OF DIRECTOR LIABILITY

     A  director  of the  Corporation  shall  not be  personally  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability (i) for any breach of such  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 General  Corporation Law of the
State of Delaware or (iv) for any transaction  from which such director  derived
an improper  personal  benefit.  If the General  Corporation Law of the State of
Delaware  is  amended to  authorize  corporate  action  further  eliminating  or
limiting the personal  liability of directors,  then the liability of a director
of the  Corporation  shall  be  eliminated  or  limited  to the  fullest  extent
permitted  by the  General  Corporation  Law of the  State  of  Delaware,  as so
amended. Any repeal or modification of this Article 6 by the stockholders of the
Corporation  shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.

                           ARTICLE 7: INDEMNIFICATION

     The Corporation  shall,  to the fullest extent  permitted by Section 145 of
the General  Corporation Law of Delaware,  indemnify any and all persons whom it
shall have the power to  indemnify  under said  section from and against any and
all of the expenses,  liabilities or other matters  referred to in or covered by
said section,  and the  indemnification  provided for herein shall not be deemed
exclusive of any other rights to which those  indemnified  may be entitled under
any  Bylaw,  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise,  both as to action in their  official  capacities and as to action in
other  capacities  while holding such office,  and shall continue as to a person
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

              ARTICLE 8: AMENDMENT OF CERTIFICATE OF INCORPORATION
                                   AND BYLAWS

     Notwithstanding  any provision of this  Certificate of Incorporation or the
Bylaws of the  Corporation,  no  provision  of Articles 5, 6, 7, 8 and 9 of this
Certificate of Incorporation shall be amended,  modified or repealed,  nor shall
any provision of this  Certificate of Incorporation  inconsistent  with any such
provision be adopted,  by the stockholders of the Corporation unless approved by
the unanimous  written consent of the stockholders or by the affirmative vote of
at  least  two-thirds  of  the  outstanding  shares  of  capital  stock  of  the
Corporation  entitled to vote  generally in the election of directors  cast at a
meeting of the stockholders called for that purpose.

     The Board of Directors  shall have the power  acting by simple  majority to
adopt,  amend  or  repeal  any  provision  of the  Bylaws  of  the  Corporation.
Notwithstanding  any other provision of this Certificate of Incorporation or the
Bylaws of the Corporation (and notwithstanding that some lesser percentage which
may be specified by law), no provision of the Bylaws of the Corporation shall be
amended, modified or repealed by the stockholders of the Corporation,  nor shall
any  provision  of the  Bylaws  of the  Corporation  inconsistent  with any such

<PAGE>

provision be adopted by the stockholders of the Corporation,  unless approved by
the unanimous  written consent of the stockholders or by the affirmative vote of
at  least  two-thirds  of  the  outstanding  shares  of  capital  stock  of  the
Corporation  entitled to vote  generally in the election of directors  cast at a
meeting of the stockholders called for that purpose.

                 ARTICLE 9: LIMITATION ON ACTION BY STOCKHOLDERS

     Following the effective date of an initial public  offering of Common Stock
of the Corporation  registered with the Securities and Exchange  Commission,  no
action may be taken by the  stockholders  except at an annual or special meeting
of the stockholders.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Incorporation  to be executed  and signed by its  President  on this 15th day of
February, 2000.


                                            /s/ Mahendra G. Shah, Ph.D.
                                            -----------------------------------
                                            Mahendra G. Shah, Ph.D.
                                            Chief Executive Officer


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