FORM 8-A/A No. 2
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GLOBAL PHARMACEUTICAL CORPORATION

(Exact name of registrant as specified in its charter)

                Delaware                                    65-0403311
--------------------------------------------------------------------------------
(State of incorporation or organization)                   (I.R.S. Employer
                                                          Identification No.)	

Castor & Kensington Avenue
Philadelphia, Pennsylvania 19124
 (Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                           Name of each exchange on which
to be so registered                           each class is to be registered
--------------------                          -------------------------------
  Not Applicable                                     Not Applicable	

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [ ]
Securities Act Registration file number to which this form relates:

33-99310-NY
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
 (Title of Class)

Item 1. Description of Registrant's Securities to be Registered
The description under the heading "Description of Capital Stock" relating to the Registrant's Common Stock, $.01 par value per share, and Preferred Stock, $.01 par value per share, on pages 56-58 of the Prospectus, dated December 19, 1995, contained in Registrant's Registration Statement on Form SB-2 (File No.33-99310-NY), is incorporated herein by reference. The Board of Directors of the Registrant has subsequently authorized and the Registrant has issued two series of its Preferred Stock, as follows:
The Registrant has sold an aggregate of 13,350 shares of its Series A Convertible Preferred Stock (the "Series A Preferred Stock") and approximately 50,000 shares of its Series B Convertible Preferred Stock (the "Series B Preferred Stock" and, together with the Series A Preferred Stock, the "Preferred Stock"). Holders of the Preferred Stock are entitled to receive, prior to and in preference to any distribution of the assets or surplus funds of the Registrant to the holders of Common Stock of the Registrant, the Liquidation Value ($100.00 per share) for each share of Preferred Stock held by such holders, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Registrant. The Preferred Stock may also be redeemed at the Liquidation Value at the option of the holder, among other options, if the Registrant breaches or fails to comply with its obligations under the respective Certificates of Designation or the stock purchase agreements for the Series A Preferred Stock and the Series B Preferred Stock. Without the affirmative vote or written consent of not less than a majority of the outstanding shares of both the Series A Preferred Stock and the Series B Preferred Stock, the Registrant cannot reclassify any Common Stock into shares having any preference or priority as to assets that is superior to or on a parity with any such preference or priority of the Preferred Stock. The Registrant has further agreed to cause one member of its Board of Directors to be a person designated by the holders of not less than a majority of the outstanding shares of the Series B Preferred Stock. In addition, the Preferred Stock is convertible at the option of each holder at any time after the date of the issuance of the Preferred Stock into such number of fully paid and nonassessable shares of the Registrant's Common Stock as is determined by dividing the Liquidation Value by the Conversion Price (as defined in the respective Certificates of Designation for the Series A Preferred Stock and the Series B Preferred Stock).
-1-
0397467

Item 2. Exhibits
1. Specimen certificate for Registrant's Common Stock.*
2. Restated Certificate of Incorporation of the Registrant.*
3. By-Laws of the Registrant, as amended to date.*
4. Certificate of the Designations, Powers, Preferences and Rights of the Series A Convertible Preferred Stock of Global Pharmaceutical Corporation.
5. Certificate of the Designations, Powers, Preferences and Rights of the Series B Convertible Preferred Stock of Global Pharmaceutical Corporation.
* Previously filed with the Commission as Exhibits to, and incorporated herein by reference from, the Registrant's Registration Statement on Form SB-2 (File No. 33-99310-NY).

EXHIBIT 4
CERTIFICATE OF THE DESIGNATIONS, POWERS,
PREFERENCES AND RIGHTS
OF THE
SERIES A CONVERTIBLE PREFERRED STOCK
 (Par Value $.01 Per Share)
of
GLOBAL PHARMACEUTICAL CORPORATION

Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Global Pharmaceutical Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), by its President and Secretary,
DOES HEREBY CERTIFY:
FIRST: That, pursuant to authority expressly vested in the Board of Directors of said corporation by the provisions of its Certificate of Incorporation, as amended, the said Board of Directors duly adopted the following resolution providing for the designation and issuance of sixty thousand (60,000) shares of Series A Convertible Preferred Stock, $.01 par value:
RESOLVED, that this Board of Directors, pursuant to authority expressly vested in it by the provisions of the Certificate of Incorporation of the Corporation, hereby authorizes the issue from time to time of a series of Preferred Stock of the Corporation and hereby fixes the designation, preferences and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, in addition to those set forth in said Certificate of Incorporation, to be in their entirety as follows:
Section 1. Number of Shares and Designation. Sixty thousand (60,000) shares of the preferred stock, $.01 par value, of the Corporation are hereby constituted as a series of preferred stock of the Corporation designated as "Series A Convertible Preferred Stock" (the "Series A Preferred Stock").
Section 2. Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of each share of Series A Preferred Stock outstanding on the date of such liquidation, dissolution or winding up of the affairs of the Corporation shall be entitled

to receive, prior to and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock of the Corporation, par value $.01 per share (the "Common Stock"), or any other class of Preferred Stock of the Corporation, by reason of their ownership thereof, an amount equal to one hundred dollars ($100.00) per share (the "Liquidation Value") of each share of Series A Preferred Stock held by the holders (subject to adjustment for stock splits, combinations, reclassifications or similar events affecting such shares).
All of the preferential amounts to be paid to the holders of the Series A Preferred Stock under this Section 2 shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Corporation to, the holders of the Common Stock or any other class of Preferred Stock in connection with such liquidation, dissolution or winding up. After the payment or the setting apart for payment to the holders of the Series A Preferred Stock of the preferential amounts so payable to them and the preferential amounts payable to any other classes of Preferred Stock, the holders of the Series A Preferred Stock shall be entitled to receive, pro rata with the Common Stock, as if the Series A Preferred Stock is converted into the number of shares of Common Stock into which the Series A Preferred Stock is then convertible pursuant to Section
4(a), all remaining assets of the Corporation. If the assets or surplus funds to be distributed to the holders of the Series A Preferred Stock are insufficient to permit the payment to such holders of their full preferential amount, the assets and surplus funds legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive.
Section 3. Merger, Consolidation, Sale of Assets. Any merger or consolidation of the Corporation with or into another corporation in which the Corporation shall not survive, or the sale or transfer of all or substantially all of the assets of the Corporation to another entity, or a merger or consolidation in which the Corporation is the survivor but its Common Stock is exchanged for stock, securities or property of another entity shall be treated as a liquidation, dissolution or winding up of the Corporation and shall entitle the holder of Series A Preferred Stock to receive at the closing, in cash, securities or other property, amounts as specified in Section 2.
Section 4. Conversion into Common Stock. The holder of any shares of the Series A Preferred Stock shall have conversion rights as follows (the "Conversion Rights"):
(a) Right to Convert. Each share of Series A Preferred Stock shall be convertible, without the payment of any additional consideration by the holder thereof and at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for the Series A Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Liquidation Value by the Conversion Price, determined as hereinafter provided, with respect to such shares. The Conversion Price shall be the lower of (a) $5.00 per share (subject to adjustment pursuant to Section 7.2 of that certain Series A Convertible Preferred Stock Purchase Agreement, dated August 12, 1997 (the "Purchase Agreement"), by and among the Corporation and the Purchasers named therein) or (b) the average closing sale price (or if such price is expressed as a

bid and ask price, the closing bid price) of the Common Stock for the five trading days immediately preceding the day on which the holder elects to convert the Series A Preferred Stock; provided, however, that in no event shall the Conversion Price be less than $3.00 per share. Notwithstanding the foregoing, in the event that the Corporation, within eighteen months from the Initial Closing (as such term is defined in the Purchase Agreement), issues and sells not less than an aggregate of $1 million of additional shares of Common Stock (or securities convertible into Common Stock) other than Excluded Stock (as hereinafter defined) to financial investors (whether individual or institutional) for a consideration per share of Common Stock of less than $3.00, then and in such event, the Conversion Price in effect with respect to the Series A Preferred Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) equal to the consideration per share for which such additional shares are issued and sold. As used in this
Section 4(a), "Excluded Stock" shall mean (i) shares of Common Stock (or securities convertible into Common Stock) or options for the purchase of Common Stock issued, sold or granted by the Corporation to any of its employees, directors or consultants pursuant to a bona fide employee stock purchase, option or similar benefit plan or incentive program or other compensation arrangement approved by the Board of Directors of the Corporation or (ii) shares of Common Stock (or securities convertible into Common Stock) issued, sold or granted to joint venturers, partnering entities or other companies with which the Corporation has a relationship involving or pertaining to product development, or the manufacturing, development, marketing or repackaging of products or any analogous relationship. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of Series A Preferred Stock without the payment of any additional consideration by the holder thereof, shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series A Preferred Stock is convertible, as provided in this Section 4.
(b) Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of the Common Stock as determined by the Board of Directors in good faith. Before any holder of Series A Preferred Stock shall be entitled to receive certificates representing shares of Common Stock issuable upon conversion of the Series A Preferred Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the Corporation at such office in the manner specified in the Purchase Agreement (which notice shall be irrevocable once tendered) that such holder elects to convert the same, and shall state therein such holder's name or the name or names of such holder's nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. The Corporation shall, as soon as practicable after receipt of the certificate(s) representing Series A Preferred Stock, issue and deliver at such office to such holder of Series A Preferred Stock, or to such holder's nominee or nominees, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share, and a certificate or certificates for such shares of Series A Preferred Stock as were represented by the certificates surrendered and not converted. Conversions pursuant to
Section 4(a) shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares

of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.
(c) Adjustment to Conversion Price for Stock Splits, Combinations, Dividends and Distributions.
(i) Stock Splits and Combinations. In the event the Corporation shall at any time or from time to time effect a subdivision of the outstanding Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and, conversely, in the event the Corporation shall at any time or from time to time combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before the combination shall be proportionately increased. Any adjustment pursuant to this Section 4(c)(i) shall become effective at the close of business on the date the subdivision or combination becomes effective.
(ii) Dividends and Distributions of Common Stock. In the event the Corporation at any time or from time to time shall make or issue, or fix 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, then and in each such event the Conversion Price then in effect shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction:
(x) the numerator of which shall be 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, and
(y) the denominator of which shall be 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;
provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section 4(c)(ii) as of the time of actual payment of such dividends or distributions.
(iii) Other Dividends and Distributions. In the event the Corporation at any time or from time to time shall make or issue, or fix 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, then and in each such event provision shall be made so that the holders of the Series A Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Corporation that they would have received had their Series A Preferred Stock been converted into Common Stock on the date of such event and had 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 giving application to all adjustments called for during such period under this Section 4 with respect to the rights of holders of the Series A Preferred Stock.
(d) Adjustment for Reclassification, Exchange or Substitution. If the Common Stock issuable upon the conversion of the Series A Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares or stock dividend provided for in Section 4(c), or a reorganization, merger, consolidation or sale of assets provided for in Section 3, then and in each such event the holder of each share of Series A Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification, or other change, by holders of the number of shares of Common Stock into which such shares of Series A Preferred Stock might have been converted immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided in this Section 4.
(e) No Impairment. The Corporation shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Section 4 by the Corporation but shall at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series A Preferred Stock that by its terms is convertible against impairment.
(f) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price of the Series A Preferred Stock pursuant to this Section 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of the Series A Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of such Series A Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the Series A Preferred Stock.

(g) Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarters) or other distribution, the Corporation shall mail to each holder of Series A Preferred Stock, at least ten (10) days prior to the date specified herein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution.
(h) Common Stock Reserved. The Corporation shall reserve and keep available out of its authorized but unissued Common Stock such number of shares of Common Stock as shall from time to time be sufficient to effect conversion of the Series A Preferred Stock. If the Conversion Price of the Series A Preferred Stock is at any time less than the par value of the Common Stock, the Corporation shall cause to be taken such action (whether by lowering the par value of the Common Stock, by converting the Common Stock from par value to no par value, or otherwise) as will permit the conversion of the Series A Preferred Stock without any additional payment by the holder thereof and the issuance of the Common Stock, which Common Stock, upon issuance, will be fully paid and nonassessable.
Section 5. Redemption.
(a) Redemption at the Option of the Corporation. The Corporation, at the option of the Board of Directors, may, at any time and from time to time upon written notice (which notice shall specify the date and place of redemption and the number of shares and the certificate numbers thereof which are to be redeemed) given not less than twenty (20) nor more than ninety (90) days prior to the date fixed for redemption, redeem all or any part of the outstanding shares of the Series A Preferred Stock by paying therefor in cash the Liquidation Value for each share, provided that the closing sale price (or if such price is expressed as a bid and ask price, the closing bid price) of the Common Stock for a consecutive twenty (20)-day trading period ending not more than ten (10) days prior to the date of such notice is twelve dollars ($12.00) or more. At least two business days prior to the redemption date specified in such notice, each holder of the Series A Preferred Stock may give the Corporation written instructions with respect to the application of funds legally available for redemption of such holder's shares of the Series A Preferred Stock.
(b) Redemption at the Option of the Holder. In the event that the Corporation breaches or fails to comply with its obligations under this Certificate of Designations or the Purchase Agreement, which breach or failure is material or has a material adverse effect on the business or prospects of the Corporation, and such breach or failure of compliance continues for a period of thirty (30) days after notice thereof has been given to the Corporation, then each holder of shares of the Series A Preferred Stock shall be entitled to compel the Corporation to redeem any or all of such holder's shares of the Series A Preferred Stock; provided that such redeeming holder shall have given written notice thereof to the Corporation at least forty-five
(45) days prior to the requested date of redemption. Such notice shall state the number of shares of the Series A Preferred Stock to be redeemed. On or after the redemption date, as specified in such notice, the holder requesting redemption shall surrender such holder's certificate for the number of shares to be redeemed as stated in the notice to the Corporation. On such redemption date, to the extent the Corporation shall have funds

legally available therefor, the Corporation shall redeem the shares of the Series A Preferred Stock requested to be redeemed at the Liquidation Value. To the extent there are insufficient funds legally available for redemption of all shares of the Series A Preferred Stock requested to be redeemed, legally available funds shall be applied to each holder's shares of the Series A Preferred Stock pro rata in accordance with the number of shares requested to be redeemed by each holder of shares of the Series A Preferred Stock, and each holder's shares shall be redeemed in accordance with the instructions received from such holder or, if no instructions are received from a holder, such holder's shares of the Series A Preferred Stock shall be redeemed pro rata in accordance with the number of shares of the Series A Preferred Stock held by such holder. As soon as practicable, the Corporation shall give written notice to each holder of shares of the Series A Preferred Stock redeemed or to be redeemed indicating the number of shares redeemed or to be redeemed and the certificate numbers thereof. If less than all of the shares of the Series A Preferred Stock requested to be redeemed are redeemed, all unredeemed shares shall remain outstanding and shall be entitled to all the rights and preferences of outstanding shares of the Series A Preferred Stock hereunder. In case less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof.
(c) Legally Available Funds. For the purpose of determining whether funds are legally available for redemption of shares of the Series A Preferred Stock as provided herein, the Corporation shall value its assets at the highest amount permissible under applicable law. If on any redemption date funds of the Corporation legally available therefor shall be insufficient to redeem all the shares of the Series A Preferred Stock required to be redeemed as provided herein, funds to the extent legally available shall be used for such purpose and the Corporation shall apply such funds to each holder's shares of the Series A Preferred Stock pro rata according to the number of shares held by each holder of the Series A Preferred Stock and each holder's shares shall be redeemed in accordance with the instructions received from such holder or, if no instructions are received from a holder, such holder's shares of the Series A Preferred Stock shall be redeemed pro rata in accordance with the number of shares of the Series A Preferred Stock held by such holder.
(d) Failure to Redeem. In the event the Corporation fails to redeem any shares of the Series A Preferred Stock pursuant to Section 5(a) because it does not have funds legally available for such redemption, the shares for which redemption is required but which are not redeemed shall remain outstanding, and shall be entitled to all the rights and preferences of outstanding shares of the Series A Preferred Stock hereunder. In such event, the Corporation shall use its best efforts to effect the required redemption and the Corporation's redemption obligation shall be discharged as soon as the Corporation is able to discharge such obligation.
(e) Termination of Conversion. In the event the Corporation has mailed written notice of redemption to the holders of record of shares of the Series A Preferred Stock in accordance with the terms of Section 5(a) hereof, the holder's right to convert such shares called for redemption shall cease at the close of business on the redemption date, unless the Corporation defaults in the payment of the redemption price.

Section 6. Voting Rights. In addition to the voting rights required by the laws of the State of Delaware and by Section 7, the holders of shares of Series A Preferred Stock shall vote, as a single class with all other stockholders of the Corporation, on all matters voted on by the stockholders of the Corporation, with each such holder of Series A Preferred Stock entitled to the number of votes equal to the number of shares of Common Stock into which such holder's shares would then be convertible. Except as set forth herein, or as otherwise provided by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required for taking any corporate action.
Section 7. Covenants. So long as any of the shares of Series A Preferred Stock authorized hereby shall be outstanding, the Corporation shall not, without first obtaining the affirmative vote or written consent of not less than a majority of such outstanding shares of Series A Preferred Stock:
(a) amend or repeal any provision of, or add any provision to, the Corporation's Certificate of Incorporation or By-laws if such action would alter or change the preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred Stock;
(b) reclassify any Common Stock into shares having any preference or priority as to assets superior to or on a parity with any such preference or priority of the Series A Preferred Stock; or
(c) create or issue any securities of the Corporation which have equity features and which rank on a parity with or senior to the Series A Preferred Stock upon liquidation or other distribution of assets.
Section 8. Status of Converted or Reacquired Stock. Any shares of Series A Preferred Stock purchased, redeemed or otherwise acquired by the Corporation in any manner whatsoever, and any shares of Series A Preferred Stock converted pursuant to Section 4 hereof shall be retired and cancelled promptly after the acquisition or conversion 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 Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.
SECOND: That said determination of the designation, preferences and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, relating to said Series A Convertible Preferred Stock, was duly made by the Board of Directors pursuant to the provisions of the Certificate of Incorporation of the Corporation, as amended, and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, as amended.
IN WITNESS WHEREOF, Global Pharmaceutical Corporation has caused this Certificate of Designations to be executed this 12th day of August, 1997.

Attest:                                 Global Pharmaceutical Corporation

By: /s/ Cornel C. Spiegler              By: /s/ Max L. Medelsohn
--------------------------------        ----------------------------------------
Name: Cornel C. Spiegler                Name: Max L. Medelsohn
--------------------------------        ----------------------------------------
Title: Secretary                        Title: President/Chief Executive Officer
--------------------------------        ----------------------------------------	

EXHIBIT 5
CERTIFICATE OF THE DESIGNATIONS, POWERS,
PREFERENCES AND RIGHTS
OF THE
SERIES B CONVERTIBLE PREFERRED STOCK
 (Par Value $.01 Per Share)
of
GLOBAL PHARMACEUTICAL CORPORATION

Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Global Pharmaceutical Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), by its President and Secretary,
DOES HEREBY CERTIFY:
FIRST: That, pursuant to authority expressly vested in the Board of Directors of said corporation by the provisions of its Certificate of Incorporation, as amended, the said Board of Directors duly adopted the following resolution providing for the designation and issuance of fifty thousand (50,000) shares of Series B Convertible Preferred Stock, $.01 par value:
RESOLVED, that this Board of Directors, pursuant to authority expressly vested in it by the provisions of the Certificate of Incorporation of the Corporation, hereby authorizes the issue from time to time of a series of Preferred Stock of the Corporation and hereby fixes the designation, preferences and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, in addition to those set forth in said Certificate of Incorporation, to be in their entirety as follows:
Section 1. Number of Shares and Designation. Fifty thousand (50,000) shares of the preferred stock, $.01 par value, of the Corporation are hereby constituted as a series of preferred stock of the Corporation designated as "Series B Convertible Preferred Stock" (the "Series B Preferred Stock").
Section 2. Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of each share of Series B Preferred Stock outstanding on the date of such liquidation, dissolution or winding up of the affairs of the Corporation shall be entitled to receive, prior to and in preference to any distribution of any of the assets or surplus

funds of the Corporation to the holders of the Common Stock of the Corporation, par value $.01 per share (the "Common Stock"), or any other class of Preferred Stock of the Corporation, except for the Corporation's Series A Convertible Preferred Stock (the "Series A Preferred Stock"), whose liquidation rights shall be pari passu with those of the Series B Preferred Stock, by reason of their ownership thereof, an amount equal to one hundred dollars ($100.00) per share (the "Liquidation Value") of each share of Series B Preferred Stock held by the holders (subject to adjustment for stock splits, combinations, reclassifications or similar events affecting such shares).
All of the preferential amounts to be paid to the holders of the Series B Preferred Stock under this Section 2 shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Corporation to, the holders of the Common Stock or any other class of Preferred Stock (except for the Series A Preferred Stock, whose liquidation rights shall be pari passu, with those of the Series B Preferred Stock) in connection with such liquidation, dissolution or winding up. After the payment or the setting apart for payment to the holders of the Series B Preferred Stock of the preferential amounts so payable to them and, the preferential amounts payable to any other classes of Preferred Stock, the holders of the Series B Preferred Stock, together with the holders of the Series A Preferred Stock, sha11 be entitled to receive, pro rata with the Common Stock, as if the Series B Preferred Stock and the Series A Preferred Stock are converted into the number of shares of Common Stock into which the Series B Preferred Stock and the Series A Preferred Stock are then convertible pursuant to Section 4(a), all remaining assets of the Corporation. If the assets or surplus funds to be distributed to the holders of the Series B Preferred Stock and the Series A Preferred Stock are insufficient to permit the payment to such holders of their full preferential amount, the assets and surplus funds legally available for distribution shall be distributed ratably among the holders of the Series B Preferred Stock and the Series A Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive.
Section 3. Merger, Consolidation, Sale of Assets. Any merger or consolidation of the Corporation with or into another corporation in which the Corporation shall not survive, or the sale or transfer of all or substantially all of the assets of the Corporation to another entity, or a merger or consolidation in which the Corporation is the survivor but its Common Stock is exchanged for stock, securities or property of another entity shall be treated as a liquidation, dissolution or winding up of the Corporation and shall entitle the holder of Series B Preferred Stock to receive at the closing, in cash, securities or other property, amounts as specified in Section 2.
Section 4. Conversion into Common Stock. The holder of any shares of the Series B Preferred Stock shall have conversion rights as follows (the "Conversion Rights");
(a) Right to Convert. Each share of Series B Preferred Stock shall be convertible, without the payment of any additional consideration by the holder thereof and at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for the Series B Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Liquidation Value by the Conversion Price, determined as

hereinafter provided, with respect to such shares. The Conversion Price shall be the lower of (a) $2.75 per share (subject to adjustment pursuant to Section 7.2 of that certain Series B Convertible Preferred Stock Purchase Agreement, to be executed on or about December 1, 1997 (the "Purchase Agreement), by and among the Corporation and the Purchasers named therein) or (b) the average closing sale price (or if such price is expressed as a bid and ask price, the closing bid price) of the Common Stock for the five trading days immediately preceding the day on which the holder elects to convert the Series B Preferred Stock; provided, however, that in no event shall the Conversion Price be less than $2.00 per share. Notwithstanding the foregoing, in the event that the Corporation, within eighteen months from the Initial Closing (as such term is defined in the Purchase Agreement), issues and sells not less than an aggregate of $1 million of additional shares of Common Stock (or securities convertible into Common Stock) other than Excluded Stock (as hereinafter defined) to financial investors (whether individual or institutional) for a consideration per share of Common Stock of less than $2.75, then and in such event, the Conversion Price in effect with respect to the Series B Preferred Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) equal to the consideration per share for which such additional shares are issued and sold. As used in this Section 4(a), "Excluded Stock" shall mean (i) shares of Common Stock (or securities convertible into Common Stock) or options for the purchase of Common Stock issued, sold or granted by the Corporation to any of its employees, directors or consultants pursuant to a bona fide employee stock purchase, option or similar benefit plan or incentive program or other compensation arrangement approved by the Board of Directors of the Corporation or (ii) shares of Common Stock (or securities convertible into Common Stock) issued, sold or granted to joint venturers, partnering entities or other companies with which the Corporation has a relationship involving or pertaining to product development, or the manufacturing, development, marketing or repackaging of products or any analogous relationship. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of Series B Preferred Stock without the payment of any additional consideration by the holder thereof, shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series B Preferred Stock is convertible, as provided in this
Section 4.
(b) Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of the Series B Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of the Common Stock as determined by the Board of Directors in good faith. Before any holder of Series B Preferred Stock shall be entitled to receive certificates representing shares of Common Stock issuable upon conversion of the Series B Preferred Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the, Corporation at such office in the manner specified in the Purchase Agreement (which notice shall be irrevocable once tendered) that such holder elects to convert the same, and shall state therein such holder's name or the name or names of such holder's nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. The Corporation shall, as soon as practicable after receipt of the certificate(s) representing Series B Preferred Stock, issue and deliver at such office to such holder of Series B Preferred Stock, or to such holder's nominee or nominees, a certificate or certificates for the number of shares of Common Stock to

which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share, and a certificate or certificates for such shares of Series B Preferred Stock as were represented by the certificates surrendered and not converted. Conversions pursuant to Section 4(a) shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.
(c) Adjustment to Conversion Price for Stock Splits, Combinations, Dividends and Distributions.
(i) Stock Splits and Combinations. In the event the Corporation shall at any time or from time to time effect a subdivision of the outstanding Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and, conversely, in the event the Corporation shall at any time or from time to time combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before the combination shall be proportionately increased. Any adjustment pursuant to this Section 4(c)(i) shall become effective at the close of business on the date the subdivision or combination becomes effective.
(ii) Dividends and Distributions of Common Stock. In the event the Corporation at any time or from time to time shall make or issue, or fix 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, then and in each such event the Conversion Price then in effect shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price then line effect by a fraction:
(x) the numerator of which shall be 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, and
(y) the denominator of which shall be 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;
provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this
Section 4(c)(ii) as of the time of actual payment of such dividends or distributions.

(iii) Other Dividends and Distributions. In the event the Corporation at any time or from time to time shall make or issue, or fix 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, then and 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 securities of the Corporation that they would have received had their Series B Preferred Stock been converted into Common Stock on the date of such event and had 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 giving application to all adjustments called for during such period under this Section 4 with respect to the rights of holders of the Series B Preferred Stock.
(d) Adjustment for Reclassification, Exchange or Substitution. If the Common Stock issuable upon the conversion of the Series B Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares or stock dividend provided for in Section 4(c), or a reorganization, merger, consolidation or sale of assets provided for in Section 3, then and in each such event the holder of each share of Series B Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification, or other change, by holders of the number of shares of Common Stock into which such shares of Series B Preferred Stock might have been converted immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided in this Section 4.
(e) No Impairment. The Corporation shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Section 4 by the Corporation but shall at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series B Preferred Stock that by its terms is convertible against impairment.
(f) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price of the Series B Preferred Stock pursuant to this Section 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of the Series B Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of such Series B Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price at the time in effect, and (iii) the number of shares of Common Stock

and the amount, if any, of other property which at the time would be received upon the conversion of the Series B Preferred Stock.
(g) Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarters) or other distribution, the Corporation shall mail to each holder of Series B Preferred Stock, at least ten (10) days prior to the date specified herein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution.
(h) Common Stock Reserved. The Corporation shall reserve and keep available out of its authorized but unissued Common Stock such number of shares of Common Stock as shall from time to time be sufficient to effect conversion of the Series B Preferred Stock. If the Conversion Price of the Series B Preferred Stock is at any time less than the par value of the Common Stock, the Corporation shall cause to be taken such action (whether by lowering the par value of the Common Stock, by converting the Common Stock from par value to no par value, or otherwise) as will permit the conversion of the Series B Preferred Stock without any additional payment by the holder thereof and the issuance of the Common Stock, which Common Stock, upon issuance, will be fully paid and nonassessable.
Section 5. Redemption.
(a) Redemption at the Option of the Corporation. The Corporation, at the option of the Board of Directors, may, at any time and from time to time upon written notice (which notice shall specify the date and place of redemption and the number of shares and the certificate numbers thereof which are to be redeemed) given not less than twenty (20) nor more than ninety (90) days prior to the date fixed for redemption, redeem all or any part of the outstanding shares of the Series B Preferred Stock by paying therefor in cash the Liquidation Value for each share, provided that the closing sale price (or if such price is expressed as a bid and ask price, the closing bid price) of the Common Stock for a consecutive twenty (20)-day trading period ending not more than ten (10) days prior to the date of such notice is ten dollars ($10.00) or more. At least two business days prior to the redemption date specified in such notice, each holder of the Series B Preferred Stock may give the Corporation written instructions with respect to the application of funds legally available for redemption of such holder's shares of the Series B Preferred Stock.
(b) Redemption at the Option of the Holder. In the event that the Corporation breaches or fails to comply with its obligations under this Certificate of Designations or the Purchase Agreement, which breach or failure is material or has a material adverse effect on the business or prospects of the Corporation, and such breach or failure of compliance continues for a period of thirty (30) days after notice thereof has been given to the Corporation, then each holder of shares of the Series B Preferred Stock shall be entitled to compel the Corporation to redeem any or all of such holder's shares of the Series B Preferred Stock; provided that such redeeming holder shall have given written notice thereof to the Corporation at least forty-five (45) days prior to the requested date of redemption. Such notice shall state the number of shares of the Series B Preferred Stock to be redeemed. On or after the redemption date, as specified

in such notice, the holder requesting redemption shall surrender such holder's certificate for the number of shares to be redeemed as stated in the notice to the Corporation. On such redemption date, to the extent the Corporation shall have funds legally available therefor, the Corporation shall redeem the shares of the Series B Preferred Stock requested to be redeemed at the Liquidation Value. To the extent there are insufficient funds legally available for redemption of all shares of the Series B Preferred Stock and the Series A Preferred Stock, if any, requested to be redeemed, legally available funds shall be applied to each holder's shares of the Series B Preferred Stock pro rata in accordance with the number of shares requested to be redeemed by each holder of shares of the Series B Preferred Stock and the Series A Preferred Stock, if any, and each holder's shares shall be redeemed in accordance with the instructions received from such holder or, if no instructions are received from a holder, such holder's shares of the Series B Preferred Stock shall be redeemed pro rata in accordance with the number of shares of the Series B Preferred Stock and the Series A Preferred Stock, if any, held by such holder. As soon as practicable, the Corporation shall give written notice to each holder of shares of the Series B Preferred Stock redeemed or to be redeemed indicating the number of shares redeemed or to be redeemed and the certificate numbers thereof. If less than all of the shares of the Series B Preferred Stock requested to be redeemed are redeemed, all unredeemed shares shall remain outstanding and shall be entitled to all the rights and preferences of outstanding shares of the Series B Preferred Stock hereunder. In case less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof.
(c) Legally Available Funds. For the purpose of determining whether funds are legally available for redemption of shares of the Series B Preferred Stock as provided herein, the Corporation shall value its assets at the highest amount permissible under applicable law. If on any redemption date funds of the Corporation legally available therefor shall be insufficient to redeem all the shares of the Series B Preferred Stock and the Series A Preferred Stock required to be redeemed as provided herein, funds to the extent legally available shall be used for such purpose and the Corporation shall apply such funds to each holder's shares of the Series B Preferred Stock pro rata according to the number of shares held by each holder of the Series B Preferred Stock and the Series A Preferred Stock, and, each holder's shares shall be redeemed in accordance with the instructions received from such holder or, if no instructions are received from a holder, such holder's shares of the Series B Preferred Stock shall be redeemed pro rata in accordance with the number of shares of the Series B Preferred Stock and the Series A Preferred Stock held by such holder.
(d) Failure to Redeem. In the event the Corporation fails to redeem any shares of the Series B Preferred Stock pursuant to Section 5(a) because it does not have funds legally available for such redemption, the shares for which redemption is required but which are not redeemed shall remain outstanding, and shall be entitled to all the rights and preferences of outstanding shares of the Series B Preferred Stock hereunder. In such event, the Corporation shall use its best efforts to effect the required redemption and the Corporation's redemption obligation shall be discharged as soon as Corporation is able to discharge such obligation.
(e) Termination of Conversion. In the event the Corporation has mailed written notice of redemption to the holders of record of shares of the Series B Preferred

Stock in accordance with the terms of Section 5(a) hereof, the holder's right to convert such shares called for redemption shall cease at the close of business on the redemption date, unless the Corporation defaults in the payment of the redemption price.
Section 6. Voting Rights. In addition to the voting rights required by the laws of the State of Delaware and by Section 7, the holders of shares of Series B Preferred Stock shall vote, as a single class with all other stockholders of the Corporation, on all matters voted on by the stockholders of the Corporation, with each such holder of Series B Preferred Stock entitled to the number of votes equal to the number of shares of Common Stock into which such holder's shares would then be convertible, Except as set forth herein or in the Purchase Agreement, or as otherwise provided by law, holders of Series B Preferred Stock shall have no special voting rights and their consent shall not be required for taking any corporate action.
Section 7. Covenants. So long as any of the shares of Series B Preferred Stock authorized hereby shall be outstanding, the Corporation shall not, without first obtaining the affirmative vote or written consent of not less than, a majority of such outstanding shares of Series B Preferred Stock:
(a) amend or repeal any provision of, or add any provision to, the Corporation's Certificate of Incorporation or By-laws if such action would alter or change the preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, the Series B Preferred Stock;
(b) reclassify any Common Stock into shares having any preference or priority as to assets superior to or on a parity with any such preference or priority of the Series B Preferred Stock; or
(c) create or issue any securities of the Corporation which have equity features and which rank on a parity with or senior to the Series B Preferred Stock upon liquidation or other distribution of assets.
Section 8. Status of Converted or Reacquired Stock. Any shares of Series B Preferred Stock purchased, redeemed or otherwise acquired by the Corporation in any manner whatsoever, and any shares of Series B Preferred Stock converted pursuant to Section 4 hereof shall be retired and cancelled promptly after the acquisition or conversion 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 Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.
SECOND: That said determination of the designation, preferences and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, relating to said Series B Convertible Preferred Stock, was duly made by the Board of Directors pursuant to the provisions of the Certificate of Incorporation of the Corporation, as amended, and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, as amended.

IN WITNESS WHEREOF, Global Pharmaceutical Corporation has caused this Certificate of Designations to be executed this 26th day of November, 1997.

Attest:                                Global Pharmaceutical Corporation

BY: /s/ Cornel C. Spiegler             BY: /s/ Max L. Mendelsohn
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Name: Cornel C. Spiegler               Name: Max L. Mendelsohn
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Title:Secretary                        Title: President/Chief Executive Officer
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
GLOBAL PHARMACEUTICAL CORPORATION

                                      By: /s/ Max L. Mendelsohn
                                          -------------------------------------
                                          Max L. Mendelsohn
                                          President and Chief Executive Officer

Dated: December 5, 1997