EXHIBIT 3.1**THIRD AMENDED AND RESTATED CHARTER****OF KING PHARMACEUTICALS, INC.**     Pursuant to the provisions of Section 48-20-107 of the Tennessee Business Corporation Act,Tennessee Code Annotated, the undersigned Corporation hereby adopts the following Third Amended andRestated Charter:1. Name. The name of the Corporation is King Pharmaceuticals, Inc.2. Authorized Shares. (a) The total number of shares of common stock that the Corporation shall haveauthority to issue is 600,000,000, no par value (the “Common Stock”). The total numberof shares of preferred stock that the Corporation shall have authority to issue is15,000,000, no par value per share (the “Preferred Stock”).  (b) The Common Stock shall rank junior to the Preferred Stock in right of paymentof dividends and upon liquidation and is subject to all the powers, rights, privileges,preferences and priorities of the Preferred Stock as provided herein or in anyresolution or resolutions adopted by the Board of Directors pursuant to authorityexpressly vested in it by the provisions of subparagraph (c) of this Paragraph 2.  (c) Authority is hereby expressly vested in the Board of Directors of theCorporation, subject to the provisions of this Paragraph 2 and to the limitationsprescribed by law, to authorize the issuance from time to time of one or more series ofPreferred Stock. The authority of the Board of Directors with respect to each seriesshall include, but not be limited to, the determination or fixing of the following byresolution or resolutions adopted by the affirmative vote of a majority of the totalnumber of the directors then in office: (i) The designation of such series;  (ii) The dividend rate of such series, the conditions and dates upon whichsuch dividends shall be payable, the relation which such dividends shall bear to thedividends payable on any other class or classes or series of the Corporation’scapital stock, and whether such dividends shall be cumulative or noncumulative;  (iii) Whether the shares of such series shall be subject to redemption forcash, property or rights, including securities of any other corporation, by theCorporation, or upon the happening of a specified event, and, if made subject to anysuch redemption, the times or events, prices, rates, adjustments and other terms andconditions of such redemptions;  (iv) The terms and amount of any sinking fund provided for the purchase orredemption of the shares of such series;  (v) Whether or not the shares of such series shall be convertible into, orexchangeable for, at the option of either the holder or the Corporation or upon
 

 
   the happening of a specified event, shares of any other class or classes or of anyother series of the same or any other class or classes of the Corporation’s capitalstock, and, if provision be made for conversion or exchange, the times or events,prices, rates, adjustments and other terms and conditions of such conversions orexchanges;  (vi) The restrictions, if any, on the issue or reissue of any additionalseries of Preferred Stock;  (vii) The rights of the holders of the shares of such series upon thevoluntary or involuntary liquidation, dissolution or winding up of the Corporation;and  (viii) The provisions as to voting, optional and/or other special rights andpreferences, if any, including, without limitation, the right to elect one or moredirectors.3. Registered Office. The address of the Corporation’s registered office in the Stateof Tennessee shall be 501 Fifth Street, Bristol, Tennessee 37620, Sullivan County. 4. Registered Agent. The name of the registered agent at that office is William L.Phillips III. 5. Principal Office. The address of the principal office of the Corporation is 501Fifth Street, Bristol, Tennessee 37620, Sullivan County. 6. Board of Directors. The number of directors shall be as specified in the Amended andRestated Bylaws of the Corporation. Prior to the annual meeting of shareholders in 2008, thedirectors of the Corporation shall be divided into three classes: Class I, Class II and ClassIII. Each director elected prior to the annual meeting of shareholders in 2008, or appointedto replace a director so elected, shall serve for the full term to which such director waselected. Following the expiration of the term of the Class I directors in 2008, the Class IIdirectors in 2009 and the Class III directors in 2010, the directors in each such class shallbe elected for a term expiring at the next annual meeting of shareholders and until theirsuccessors are elected and qualified, subject, however, to prior death, resignation,retirement, disqualification or removal from office with or without cause. Commencing with theannual meeting of shareholders in 2010, the classification of the Board of Directors shall beeliminated, and all directors shall be elected at each annual meeting of shareholders forterms expiring at the next annual meeting of shareholders. Each director shall hold office forthe term for which the director is elected or appointed and until the director’s successorshall be elected and qualified, subject, however, to prior death, resignation, retirement,disqualification or removal from office with or without cause. In no case shall a decrease inthe number of directors shorten the term of any incumbent director. 7. For Profit: Duration. The Corporation is for profit and its duration shall beperpetual. 8. Director Liability. No director of the Corporation shall have or owe any personalliability to the Corporation or its shareholders for monetary damages for breach of fiduciaryduty as a director; provided, that such provision shall not eliminate or limit the liabilityof a director: (a) For any breach of the director’s duty of loyalty to the Corporation or itsshareholders;
 

 
 (b) For acts or omissions not in good faith or which involve intentional misconduct or aknowing violation of law; or  (c) Under Tennessee Code Annotated §48-18-304, as such provision may be amended from timeto time.9. Indemnification. Each director, officer and employee of the Corporation shall beentitled to all indemnification rights and protections now or hereafter available underapplicable Tennessee law. 10. Section 6 and this Section 10 of this Third Amended and Restated Charter and Sections 2 and 6of Article I and Section 3 of Article II of the Amended and Restated Bylaws of the Corporationshall not be altered, amended or repealed by, and no provision inconsistent therewith shall beadopted by, the shareholders without the affirmative vote of the holders of at least eightypercent (80%) of the Common Stock, voting together as a single class. 11. These amendments shall be effective as of the filing of this Third Amended and RestatedCharter. 12. This restatement contains amendments requiring shareholder approval and these amendments wereduly adopted by the shareholders at a meeting duly called on the 16th day of May, 2007.The undersigned submits this Third Amended and Restated Charter of King Pharmaceuticals, Inc.,to the State of Tennessee with the right, powers and privileges herein declared.Date: May 16, 2007      **KING PHARMACEUTICALS, INC.**