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                                                                     EXHIBIT 1.2


                   THE COMPANIES (NORTHERN IRELAND) ORDER 1986

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


                            COMPANY LIMITED BY SHARES


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                            MEMORANDUM OF ASSOCIATION

                                       OF

                      GALEN HOLDINGS PUBLIC LIMITED COMPANY


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                              ASHURST MORRIS CRISP
                                 Broadwalk House
                                 5 Appold Street
                                 London EC2A 2HA

                               Tel: 020 7638 1111
                               Fax: 020 7972 7990


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                   THE COMPANIES (NORTHERN IRELAND) ORDER 1986

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


                            COMPANY LIMITED BY SHARES


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



                            MEMORANDUM OF ASSOCIATION

                                     - OF -
                      GALEN HOLDINGS PUBLIC LIMITED COMPANY


1.      The name of the Company is "Galen Holdings Public Limited Company".

2.      The Company is to be a public company.

3.      The registered office of the Company is to be situated in Northern
        Ireland.

4.      The objects for which the Company is established are:-

4.1     The object of the Company is to carry on business as a general
        commercial company.

4.2     Without prejudice to the generality of the object and the powers of the
        Company derived from article 14A of the Order, the Company has power to
        do all or any of the following things:-

        (a)     to invest the capital or other moneys of the Company in and to
                acquire (by purchase, lease concession, grant, licence or
                otherwise) and to hold, manage, develop, lease, sell or
                otherwise dispose of or deal in such businesses, options,
                rights, privileges, lands, buildings, leases, underleases,
                stocks, shares, debentures, bonds, obligations, securities,
                reversionary interests, annuities, policies of assurance and
                other property and rights and interests in property as the
                Company shall deem fit in any part of the world; and to vary any
                of the investments of the Company, and to enter into, assist or
                participate in financial, commercial, mercantile, industrial and
                other transactions, undertakings, and business of every
                description;

        (b)     to acquire and take over the whole or part of any company,
                business or undertaking which the Company may desire to acquire
                or become interested in, and the whole or any of the assets and
                liabilities of such company, business or undertaking, and to
                carry on the same, and to dispose of, remove, or put an end
                thereto, and otherwise deal with the same as may seem expedient;
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        (c)     to purchase, take on lease or otherwise acquire by way of
                investment and hold, occupy, let, underlet, cultivate, improve
                and manage freehold, leasehold, or other lands and property of
                every description, or any estate or interest therein, and
                subject or not to any leases, tenancies, mortgages, charges,
                rights, easements, restrictions or other encumbrances; and to
                erect, construct, lay down, alter, add to, enlarge and maintain
                upon or in any lands or property so purchased, taken or
                acquired, all manner of houses and other buildings, roads,
                pleasure grounds, parks, gardens, sewers, drains, gas, water,
                electric and other mains, pipes, wires, cables and other media,
                plant, machinery, apparatus and works;

        (d)     to acquire, hold, sell, indorse, discount, or otherwise deal
                with or dispose of, shares, stocks, debentures, debenture stock,
                scrip, bonds, mortgages, bills, notes, credits, contracts,
                certificates, coupons, warrants and other documents, funds,
                obligations, securities and investments issued or guaranteed by
                any company, corporation, society or trust constituted or
                carrying on business in any part of the world, and in the funds
                or loans or other securities and investments of or issued or
                guaranteed by any Government, State or Dominion, public body or
                authority, supreme, municipal, local or otherwise, whether at
                home or abroad;

        (e)     to acquire any such shares, stocks, debentures, loans, scrip,
                bonds and/or securities or investments by original subscription,
                tender, purchase, participation in syndicates, exchange or
                otherwise, and whether or not fully paid up, and to make
                payments thereon as called up in advance of calls or otherwise,
                and to subscribe for the same either conditionally or otherwise,
                and to guarantee the subscription thereof, and to exercise and
                enforce all rights and powers conferred by or incident to the
                ownership thereof, and to vary and transpose from time to time
                as may be considered expedient, any of the Company's investments
                for the time being;

        (f)     to manufacture, process, import, deal in and store any goods and
                other things and to carry on the business of manufactures,
                processors, importers, exporters and storers of and dealers in
                any goods and other things;

        (g)     to acquire and exploit lands, mines and mineral rights and to
                acquire, explore for and exploit any natural resources and to
                carry on any business involving the ownership or possession of
                land or other immovable property or buildings or structures
                thereon and to construct, erect, install, enlarge, alter and
                maintain buildings, plant and machinery and to carry on business
                as builders, contractors and engineers;

        (h)     to provide services of all descriptions and to carry on business
                as advisers, consultants, brokers and agents of any kind;

        (i)     to advertise, market and sell the products of the Company and of
                any other person and to carry on the business of advertisers or
                advertising agents or of a marketing and selling organisation or
                of a supplier, wholesaler, retailer, merchant or dealer of any
                kind;

        (j)     to provide technical, cultural, artistic, educational,
                entertainment or business material, facilities or services and
                to carry on any business involving any such provision;

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        (k)     to lend money, and grant or provide credit and financial
                accommodation, to any person and to carry on the business of a
                banking, finance or insurance company;

        (l)     to invest money of the Company in any investments and to hold,
                sell or otherwise deal with such investments and to carry on the
                business of a property or investment company;

        (m)     to acquire and carry on any business carried on by a subsidiary
                or a holding company of the Company or another subsidiary of a
                holding company of the Company;

        (n)     to enter into any arrangements with any government or authority
                or person and to obtain from any such government or authority or
                person any legislation, orders, rights, privileges, franchises
                and concessions and to carry out, exercise and comply with the
                same;

        (o)     to borrow and raise money and accept money on deposit and to
                secure or discharge any debt or obligation in any manner and in
                particular (without prejudice to the generality of the
                foregoing) by mortgages of or charges upon all or any party of
                the undertaking, property and assets (present and future) and
                uncalled capital of the Company or by the creation and issue of
                securities;

        (p)     to enter into any guarantee, contract of indemnity or suretyship
                and in particular (without prejudice to the generality of the
                foregoing) to guarantee, support or secure, with or without
                consideration, whether by personal obligation or by mortgaging
                or charging all or any part of the undertaking, property and
                assets (present and future) and uncalled capital of the Company
                or by both such methods or any other manner, the performance of
                any obligations or commitments of, and the repayment or payment
                of the principal amounts of and any premiums, interest,
                dividends and other moneys payable on or in respect of any
                securities or liabilities of any person, including (without
                prejudice to the generality of the foregoing) any company which
                is for the time being a subsidiary or a holding company of the
                Company or another subsidiary of a holding company of the
                Company or otherwise associated with the Company;

        (q)     to amalgamate or enter into partnership or any profit sharing
                arrangement with, or to co-operate or participate in any way, or
                to take over or assume any obligation of, or to assist or
                subsidise, any person;

        (r)     to accept, draw, make, create, issue, execute, discount,
                endorse, negotiate and deal in bills of exchange, promissory
                notes, and other instruments and securities, whether negotiable
                or otherwise;

        (s)     to apply for, take out, register, purchase, or by other means
                acquire and protect, prolong and renew, whether in the United
                Kingdom or elsewhere, any patents, patent rights, brevets
                d'invention, licences, secret processes, trade marks, service
                marks, names, designs, protections and concessions and to
                disclaim, alter, modify, use and turn to account and to
                manufacture under or grant disclaim, alter, modify, use and turn
                to account and to manufacture under or grant licences or
                privileges in respect of the same, and to expend money in
                experimenting upon, testing and improving the
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                new patents, inventions or rights which the Company may acquire
                or propose to acquire and to carry on the business of an
                inventor, designer or research organisation;

        (t)     to remunerate any person, employed by or rendering services to
                the Company, whether by cash payment or by the allotment of
                shares or securities of the Company credited as paid up in full
                or in part or by the grant of an interest in any property of the
                Company or by establishing any trust for the benefit of such
                person and doing any of the aforementioned in favour of such
                trust for the benefit of any such person, including the giving
                of the property of the Company to such trust;

        (u)     to sell, exchange, mortgage, charge, let on rent, share of
                profit, royalty or otherwise, grant licences, easements,
                options, servitudes and other rights over, and in any other
                manner deal with, or dispose of, all or any part of the
                undertaking, property and assets (present and future) of the
                Company for any consideration and in particular (without
                prejudice to the generality of the foregoing) for any
                securities;

        (v)     to issue and allot securities of the Company for cash or in
                payment for any real or personal property purchased or otherwise
                acquired by the Company or any services rendered to the Company
                or as security for any obligation or amount (even if less than
                the nominal amount of such securities) or for any other purpose;

        (w)     to give any remuneration or other compensation or reward for
                services rendered in placing or procuring subscriptions of, or
                otherwise assisting in the issue of, any securities of the
                Company or in or about the formation of the Company or the
                conduct or course of its business, and to establish or promote,
                or concur or participate in establishing or promoting, any
                company, fund or trust and to subscribe for, underwrite,
                purchase or otherwise acquire securities of any company, fund or
                trust and to carry on the business of company, fund, trust or
                business promoters or managers and of underwriters or dealers in
                securities, and to act as director of and as secretary, manager,
                registrar or transfer agent for any other company and to act as
                trustees of any kind and to undertake and execute any trust;

        (x)     to act as agents or brokers or as trustees for any person, firm
                or company, and to undertake sub-contracts;

        (y)     to pay all the costs, charges and expense preliminary or
                incidental to the promotion, formation, establishment and
                incorporation of the Company, and to procure the registration
                and/or incorporation of the Company in or under the laws of any
                place outside England;

        (z)     to establish and maintain, or procure the establishment and
                maintenance of, any pension or superannuation funds (whether
                contributory or otherwise) for the benefit of, and give or
                procure the giving of donations, gratuities, pensions,
                allowances and emoluments to any directors, officers or former
                directors, officers or employees of the Company or any company
                which at any time is or was a subsidiary or a holding company of
                the Company or another subsidiary of a holding Company of the
                Company or otherwise associated with the Company or of any
                predecessor in business of any of them, and to the wives,
                widows, families, connections or dependants of any such persons,
                and to other persons whose service or services have directly or
                indirectly been of benefit to the Company or who the Company
                considers
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               have any moral claim on the Company or to their wives, widows,
               families, connections or dependants, and to establish
               subsidiaries or support any associations, institutions, clubs,
               schools, building and housing schemes, funds and trusts, and to
               make payments towards insurances or other arrangements likely to
               benefit any such persons or otherwise advance the interests of
               the Company or of its members and to subscribe, guarantee or pay
               money for any purpose likely, directly or indirectly, to further
               the interests of the Company or of its members or for any
               national, charitable, benevolent, educational, social, public,
               general or useful object;


        (aa)   (i)      to purchase and maintain insurance for or for the
                        benefit of any persons who are or were at any time
                        directors, officers or employees or auditors of the
                        Company, or of any other company which is its holding
                        company or in which the Company or such holding company
                        or any of the predecessors of the Company or of such
                        holding company has any interest, whether direct or
                        indirect, or which is in any way allied to or associated
                        with the Company or of any subsidiary of the Company or
                        of such other company or who are or were at any time
                        trustees of any pension fund in which any employees of
                        the Company or of any such other company or subsidiary
                        are interested, including (without prejudice to the
                        generality of the foregoing) insurance against any
                        liability incurred by such persons in respect of any act
                        or omission in the actual or purported execution and/or
                        discharge of their duties and/or in the exercise or
                        purported exercise of their powers and/or otherwise in
                        relation to their duties, powers or offices in relation
                        to the Company, or any such other company, subsidiary or
                        pension fund; and

                (ii)    to such extent as may be permitted by law otherwise to
                        indemnify or to exempt any such persons against or from
                        any such liability;

                for the purposes of this clause "HOLDING COMPANY" and
                "SUBSIDIARY" have the meanings given to them in the Order:

        (bb)    to cease carrying on or wind up any business or activity of the
                Company, and to cancel any registration of and to wind up or
                procure the dissolution of the Company in any state or
                territory;

        (cc)    to distribute any of the property of the Company among its
                creditors and members in specie or kind;

        (dd)    to give, whether directly or indirectly, any kind of financial
                assistance (as defined in section 156(1)(a) of the Order) for
                any such purpose as is specified in section 161(1) and/or
                section 161(2) of the Order, so far as permitted by the Order;

        (ee)    to procure the Company to be registered or recognised in any
                part of the world;

        (ff)    to do all or any of the things or matters aforesaid in any part
                of the world and either as principals, agents, contractors,
                trustees or otherwise and by or through trustees, agents or
                otherwise and either alone or in conjunction with others;

        (gg)    to carry on any other business or activity and do anything of
                any nature which in the opinion of the Company is or may be
                capable of being conveniently carried on or

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                done in connection with the above, or likely, directly or
                indirectly, to enhance the value of or render more profitable
                all or any part of the Company's undertaking, property or assets
                or otherwise to advance the interests of the Company or of its
                members;

        (hh)    to do all such other things as in the opinion of the Company are
                or may be incidental or conducive to the attainment of the above
                objects or any of them.

        And it is hereby declared that:-

        (i)     none of the provisions set forth in this clause shall be
                restrictively construed but the widest interpretation shall be
                given to each such provision, and none of such provisions shall,
                except where the context expressly so requires, be in any way
                limited or restricted by reference to or inference from any
                other provision set forth in such clause, or by reference to or
                inference from the terms of any other clause in this clause, or
                by reference to or inference from the name of the Company;

        (ii)    in the clause "COMPANY", except where used in reference to the
                Company, includes any partnership or other body of persons,
                whether incorporated or not incorporated, and whether formed,
                incorporated, domiciled or resident in the United Kingdom or
                elsewhere; "PERSON" includes any company as well as any other
                legal or natural person; "SECURITIES" includes any full, partly
                or nil paid or no par value share, stock, unit, debenture,
                debenture or loan stock, deposit, receipt, bill, note, warrant,
                coupon, right to subscribe or convert, or similar right or
                obligation; "AND" and "OR" mean "and/or" where the context so
                permits, 2OTHER" and "OTHERWISE" shall not be construed ejusdem
                generis where a wider construction is possible;

        (ii)    in this clause the expression the "ORDER" means the Companies
                (Northern Ireland) Order 1986, but so that any reference in this
                clause to any provision of the Order shall be deemed to include
                a reference to any statutory modification or re-enactment of
                that provision for the time being in force.

5.      The liability of the members is limited.

6.      The share capital of the Company is Pound Sterling 1,000,000 divided
        into 1,000,000 shares of Pound Sterling 1.00 each(1).

The company has power from time to time to increase or reduce its capital and to
consolidate or sub-divide the shares into shares of larger or smaller
denominations. Any new shares from time to time to be created may from time to
time be issued with any rights of preference, whether in respect of dividend or
repayment of capital or both, or any such other special privilege or advantage
over any shares previously issued or then about to be issued, or with such
deferred rights as compared with any other shares previously issued or then
about to be issued, or subject to any such conditions or provisions, and with
any such right, or without any right of voting, and generally on such terms as
the Company may from time to time determine.


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


(1)     By means of a special resolution passed on 2 July 1997 each of the
        issued and unissued ordinary shares of Pound Sterling 1 each in the
        capital of the company was sub-divided into 10 ordinary shares. By means
        of a special resolution passed on 2 July 1997 the authorised share
        capital of the company was increased from Pound Sterling 1,000,000 to
        Pound Sterling 17,000,000 by the creation of 160,000,000 ordinary
        shares. By means of an ordinary resolution passed on 11 August 2000 the
        authorised share capital of the company was increased from Pound
        Sterling 17,000,000 to Pound Sterling 25,000,000 by the creation of
        80,000,000 ordinary shares.