AMENDED AND RESTATED

                                     BYLAWS

                                       OF



                           BARRIER THERAPEUTICS, INC.

                            (a Delaware Corporation)



                            Adopted as of May 3, 2002



                                    ARTICLE I

                             OFFICES AND FISCAL YEAR



         SECTION 1.01. REGISTERED OFFICE. The registered office of the

corporation shall be in the City of Wilmington, County of New Castle, State of

Delaware until otherwise established by resolution of the board of directors,

and a certificate certifying the change is filed in the manner provided by

statute.



         SECTION 1.02. OTHER OFFICES. The corporation may also have offices at

such other places within or without the State of Delaware as the board of

directors may from time to time determine or the business of the corporation

requires.



         SECTION 1.03. FISCAL YEAR. The fiscal year of the corporation shall end

on the 31st of December in each year.



                                   ARTICLE II

                           NOTICE - WAIVERS - MEETINGS



         SECTION 2.01. NOTICE, WHAT CONSTITUTES. Whenever, under the provisions

of the Delaware General Corporation Law ("GCL") or the certificate of

incorporation or of these bylaws, notice is required to be given to any director

or stockholder, it shall not be construed to mean personal notice, but such

notice may be given in writing, by mail or by telegram (with messenger service

specified), telex or TWX (with answerback received) or courier service, charges

prepaid, or by facsimile transmission to the address (or to the telex, TWX,

facsimile or telephone number) of the person appearing on the books of the

corporation, or in the case of directors, supplied to the corporation for the

purpose of notice. If the notice is sent by mail, telegraph or courier service,

it shall be deemed to be given when deposited in the United States mail or with

a telegraph office or courier service for delivery to that person or, in the

case of telex or TWX, when dispatched, or in the case of facsimile transmission,

when received.



{PAGE}



         SECTION 2.02. NOTICE OF MEETINGS OF BOARD OF DIRECTORS. Notice of a

regular meeting of the board of directors need not be given. Notice of every

special meeting of the board of directors shall be given to each director by

telephone or in writing at least 24 hours (in the case of notice by telephone,

telex, TWX or facsimile transmission) or 48 hours (in the case of notice by

telegraph, courier service or express mail) or five days (in the case of notice

by first class mail) before the time at which the meeting is to be held. Every

such notice shall state the time and place of the meeting. Neither the business

to be transacted at, nor the purpose of, any regular or special meeting of the

board need be specified in a notice of the meeting.



         SECTION 2.03. NOTICE OF MEETINGS OF STOCKHOLDERS. Written notice of the

place, date and hour of every meeting of the stockholders, whether annual or

special, shall be given to each stockholder of record entitled to vote at the

meeting not less than ten nor more than 60 days before the date of the meeting.

Every notice of a special meeting shall state the purpose or purposes thereof.

If the notice is sent by mail, it shall be deemed to have been given when

deposited in the United States mail, postage prepaid, directed to the

stockholder at the address of the stockholder as it appears on the records of

the corporation.



         SECTION 2.04. WAIVERS OF NOTICE.



         (a)      WRITTEN WAIVER. Whenever notice is required to be given under

any provisions of the GCL or the certificate of incorporation or these bylaws, a

written waiver, signed by the person or persons entitled to the notice, whether

before or after the time stated therein, shall be deemed equivalent to notice.

Neither the business to be transacted at, nor the purpose of, any regular or

special meeting of the stockholders, directors, or members of a committee of

directors need be specified in any written waiver of notice of such meeting.



         (b)      WAIVER BY ATTENDANCE. Attendance of a person at a meeting,

either in person or by proxy, shall constitute a waiver of notice of such

meeting, except where a person attends a meeting for the express purpose of

objecting at the beginning of the meeting to the transaction of any business

because the meeting was not lawfully called or convened.



         SECTION 2.05. EXCEPTION TO REQUIREMENTS OF NOTICE.



         (a)      GENERAL RULE. Whenever notice is required to be given, under

any provision of the GCL or of the certificate of incorporation or these bylaws,

to any person with whom communication is unlawful, the giving of such notice to

such person shall not be required and there shall be no duty to apply to any

governmental authority or agency for a license or permit to give such notice to

such person. Any action or meeting which shall be taken or held without notice

to any such person with whom communication is unlawful shall have the same force

and effect as if such notice had been duly given.



         (b)      STOCKHOLDERS WITHOUT FORWARDING ADDRESSES. Whenever notice is

required to be given, under any provision of the GCL or the certificate of

incorporation or these bylaws, to any stockholder to whom (i) notice of two

consecutive annual meetings, and all notices of meetings or of the taking of

action by written consent without a meeting to such person during the period

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