Sample Business Contracts

Bylaws - Santarus Inc.

AMENDED AND RESTATED

BYLAWS

SANTARUS, INC.

TABLE OF CONTENTS

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ARTICLE I OFFICES................................................................. 1
Section 1. REGISTERED OFFICES................................................. 1
Section 2. OTHER OFFICES...................................................... 1

ARTICLE II MEETINGS OF STOCKHOLDERS............................................... 1
Section 1. PLACE OF MEETINGS.................................................. 1
Section 2. ANNUAL MEETING OF STOCKHOLDERS..................................... 1
Section 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF...................... 1
Section 4. VOTING............................................................. 2
Section 5. PROXIES............................................................ 2
Section 6. SPECIAL MEETINGS................................................... 3
Section 7. NOTICE OF STOCKHOLDERS' MEETINGS................................... 3
Section 8. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD............ 3
Section 9. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS..................... 4
Section 10. MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST.................... 8
Section 11. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING........... 8

ARTICLE III DIRECTORS............................................................. 8
Section 1. THE NUMBER OF DIRECTORS............................................ 8
Section 2. VACANCIES.......................................................... 9
Section 3. POWERS............................................................. 9
Section 4. PLACE OF DIRECTORS' MEETINGS....................................... 9
Section 5. REGULAR MEETINGS................................................... 10
Section 6. SPECIAL MEETINGS................................................... 10
Section 7. QUORUM............................................................. 10
Section 8. ACTION WITHOUT MEETING............................................. 10
Section 9. TELEPHONIC MEETINGS................................................ 10

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Section 10. COMMITTEES OF DIRECTORS........................................... 11
Section 11. MINUTES OF COMMITTEE MEETINGS..................................... 11
Section 12. COMPENSATION OF DIRECTORS......................................... 11

ARTICLE IV OFFICERS............................................................... 12
Section 1. OFFICERS........................................................... 12
Section 2. ELECTION OF OFFICERS............................................... 12
Section 3. SUBORDINATE OFFICERS............................................... 12
Section 4. COMPENSATION OF OFFICERS........................................... 12
Section 5. TERM OF OFFICE; REMOVAL AND VACANCIES.............................. 12
Section 6. POWERS AND DUTIES OF OFFICERS...................................... 12

ARTICLE V INDEMNIFICATION OF EMPLOYEES AND AGENTS................................. 13

ARTICLE VI CERTIFICATES OF STOCK.................................................. 13
Section 1. CERTIFICATES....................................................... 13
Section 2. SIGNATURES ON CERTIFICATES......................................... 13
Section 3. STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES................. 13
Section 4. LOST CERTIFICATES.................................................. 14
Section 6. TRANSFERS OF STOCK................................................. 14
Section 7. REGISTERED STOCKHOLDERS............................................ 14

ARTICLE VII GENERAL PROVISIONS.................................................... 15
Section 1. CHECKS............................................................. 15
Section 2. FISCAL YEAR........................................................ 15
Section 3. CORPORATE SEAL..................................................... 15
Section 4. MANNER OF GIVING NOTICE............................................ 15
Section 5. WAIVER OF NOTICE................................................... 15

ARTICLE VIII AMENDMENTS........................................................... 16

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AMENDED AND RESTATED

BYLAWS

SANTARUS, INC.

ARTICLE I

OFFICES

Section 1. REGISTERED OFFICES. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.

Section 2. OTHER OFFICES. The corporation may also have offices at
such other places both within and without the State of Delaware as the Board
(the "Board") may from time to time determine or the business of the corporation
may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of stockholders shall be held
at any place within or outside the State of Delaware designated by the Board. In
the absence of any such designation, stockholders' meetings shall be held at the
principal executive office of the corporation.

Section 2. ANNUAL MEETING OF STOCKHOLDERS. The annual meeting of
stockholders shall be held each year on a date and a time designated by the
Board. At each annual meeting directors shall be elected and any other proper
business may be transacted.

Section 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF. A majority
of the stock issued and outstanding and entitled to vote at any meeting of
stockholders, the holders of which are present in person or represented by
proxy, shall constitute a quorum for the transaction of business except as
otherwise provided by law, by the Certificate of Incorporation, or by these
Bylaws. A quorum, once established, shall not be broken by the withdrawal of
enough votes to

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leave less than a quorum and the votes present may continue to transact business
until adjournment. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, a majority of the voting stock represented
in person or by proxy may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote thereat.

Section 4. VOTING. When a quorum is present at any meeting, in all
matters other than the election of directors, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy and entitled to vote on a particular question shall decide such question
brought before such meeting, unless the question is one upon which by express
provision of the statutes, or the Certificate of Incorporation, or these Bylaws,
a different vote is required in which case such express provision shall govern
and control the decision of such question. Directors shall be elected by a
plurality of the votes of the stock present in person or represented by proxy at
the meeting and entitled to vote on the election of directors.

Section 5. PROXIES. At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize another
person or persons to act for him or her by proxy appointed by an instrument in
writing subscribed by such stockholder and bearing a date not more than three
years prior to said meeting, unless said instrument provides for a longer
period. All proxies must be filed with the Secretary of the corporation at the
beginning of each meeting in order to be counted in any vote at the meeting.
Each stockholder shall have one vote for each share of stock having voting
power, registered in his name on the books of the corporation on the record date
set by the Board as provided in Article II, Section 8 hereof.

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Section 6. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose, or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board or the
President and shall be called by the President or the Secretary at the request
in writing of the Board. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

Section 7. NOTICE OF STOCKHOLDERS' MEETINGS. Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which notice shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. The written notice of any meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.

Section 8. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In
order that the corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board, and
which record date: (a) in the case of determination of stockholders entitled to
vote at any meeting of stockholders or adjournment thereof, shall, unless
otherwise required by law, not be more than sixty nor less than ten days before
the date of such meeting; and (b) in the case of any other action, shall not be
more than sixty days prior to such other action. If no record date is fixed: (i)
the record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; and

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(ii) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.

Section 9. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

(a) Nominations of persons for election to the Board of the
corporation and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders (i) pursuant to the
corporation's notice of meeting (or any supplement thereto), (ii) by or at the
direction of the Board or (iii) by any stockholder of the corporation who was a
stockholder of record at the time notice provided for in this Section 9 is given
to the Secretary of the corporation, who is entitled to vote at the meeting and
who complies with the notice procedures in this Section 9.

(b) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (iii) of paragraph
(a) of this Section 9, the stockholder must have given timely notice thereof in
writing to the Secretary of the corporation and any such proposed business other
than the nominations of persons for election to the Board must constitute a
proper matter for stockholder action. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal executive offices of the
corporation not later than the close of business on the ninetieth day nor
earlier than the close of business on the one hundred twentieth day prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is more than thirty days
before or more than sixty days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the one hundred twentieth day prior to such annual meeting and not
later than the close of business on the later of the ninetieth day prior to such
annual meeting or the tenth day following the earlier of (i) the day on which
notice of the meeting was mailed or (ii) the date public announcement of the
date of such meeting is first made by the corporation. In no event shall the
public announcement of an adjournment or

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postponement of an annual meeting commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above. Such
stockholder's notice shall set forth: (A) as to each person whom the stockholder
proposes to nominate for election or re-election as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and Rule 14a-101 thereunder
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (B) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the text
of the proposal or business (including the text of any resolutions proposed for
consideration and, in the event that such business includes a proposal to amend
the Bylaws, the language of the proposed amendment), the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the nomination or
proposal is made; and (C) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (I)
the name and address of such stockholder and of such beneficial owner, as they
appear on the corporation's books, (II) the class and number of shares of
capital stock of the corporation which are owned beneficially and of record by
such stockholder and such beneficial owner, (III) a representation that the
stockholder is a holder of record of stock of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
propose such business or nomination and (IV) a representation whether the
stockholder or the beneficial owner, if any, intends or is part of a group which
intends (y) to deliver a proxy statement and/or form of proxy to holders of at
least the percentage of the corporation's outstanding capital stock required to
approve or adopt the proposal or elect the nominee and/or (z) otherwise to
solicit proxies from stockholders in support of such proposal or nomination. The
foregoing notice requirements shall be deemed satisfied by a stockholder if the
stockholder has notified the corporation of his or her intention to present a
proposal at

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an annual meeting in compliance with Rule 14a-8 (or any successor thereof)
promulgated under the Exchange Act and such stockholder's proposal has been
included in a proxy statement that has been prepared by the corporation to
solicit proxies for such annual meeting. The corporation may require any
proposed nominee to furnish such other information as it may reasonably require
to determine the eligibility of such proposed nominee to serve as a director of
the corporation.

(c) Only such business shall be conducted at a special meeting
of stockholders as shall have been brought before the meeting pursuant to the
corporation's notice of meeting. Nominations of persons for election to the
Board may be made at a special meeting of stockholders at which directors are to
be elected pursuant to the corporation's notice of meeting (i) by or at the
direction of the Board or (ii) provided that the Board has determined that
directors shall be elected at such meeting, by any stockholder of the
corporation who is a stockholder of record at the time the notice provided for
in this Section 9 is delivered to the Secretary of the corporation, who is
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Section 9. In the event the corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board, any
such stockholder entitled to vote in such election of directors may nominate a
person or persons (as the case may be) for election to such position(s) as
specified in the corporation's notice of meeting, if the stockholder's notice
required by paragraph (b) of this Section 9 shall be delivered to the Secretary
at the principal executive offices of the corporation not earlier than the close
of business on the one hundred twentieth day prior to such special meeting and
not later than the close of business on the later of (i) the ninetieth day prior
to such special meeting or (ii) the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board to be elected at such meeting. In no event shall
the public announcement of an adjournment or postponement of a special meeting
commence a new time period (or extend any time period) for the giving of a
stockholder's notice as described above.

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(d) (i) Only such persons who are nominated in accordance with
the procedures set forth in this Section 9 shall be eligible to be elected at an
annual or special meeting of stockholders of the corporation to serve as
directors, and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 9. Except as otherwise provided by law,
the chairman of the meeting shall have the power and duty (A) to determine
whether a nomination or any business proposed to be brought before the meeting
was made or proposed, as the case may be, in accordance with the procedures set
forth in this Section 9 (including whether the stockholder or beneficial owner,
if any, on whose behalf the nomination or proposal is made solicited (or is part
of a group which solicited) or did not so solicit, as the case may be, proxies
in support of such stockholder's nominee or proposal in compliance with such
stockholder's representation as required by paragraph (b) of this Section 9) and
(B) if any proposed nomination or business was not made or proposed in
compliance with this Section 9, to declare that such nomination shall be
disregarded or that such proposed business shall not be transacted.
Notwithstanding the foregoing provisions of this Section 9, if the stockholder
(or a qualified representative of the stockholder) does not appear at the annual
or special meeting of stockholders of the corporation to present a nomination or
business, such nomination shall be disregarded and such proposed business shall
not be transacted, notwithstanding that proxies in respect of such vote may have
been received by the corporation.

(ii) For purposes of this Section 9, "public announcement"
shall include disclosure in a press release reported by PRNewswire, Business
Wire, the Dow Jones News Service, Associated Press or comparable national news
service or in a document publicly filed by the corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(iii) Notwithstanding the foregoing provisions of this
Section 9, a stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and

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regulations promulgated thereunder with respect to the matters set forth in this
Section 9. Nothing in this Section 9 shall be deemed to affect any rights (A) of
stockholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (B) of the holders of
any series of preferred stock of the corporation to elect directors pursuant to
any applicable provisions of the Certificate of Incorporation.

Section 10. MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST. The
officer who has charge of the stock ledger of the corporation shall prepare and
make, at least ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

Section 11. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Unless otherwise provided in the Certificate of Incorporation, any action
required to be taken at any annual or special meeting of stockholders of the
corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may not be taken without a meeting.

ARTICLE III

DIRECTORS

Section 1. THE NUMBER OF DIRECTORS. The number of directors which
shall constitute the whole Board shall be not less than three nor more than
fifteen. The actual number of directors shall be fixed from time to time solely
by resolution adopted by the affirmative vote of a majority of the directors.
The directors need not be stockholders. The directors shall be elected at the
annual meeting of

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the stockholders, except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor is elected and qualified;
provided, however, that unless otherwise restricted by the Certificate of
Incorporation or by law, any director or the entire Board may be removed, for
cause, from the Board at any meeting of stockholders by not less than 66-2/3% of
the outstanding stock of the Corporation.

Section 2. VACANCIES. Vacancies on the Board by reason of death,
resignation, retirement, disqualification, removal from office, or otherwise,
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a vote of the majority of the directors
then in office, although less than a quorum, or by a sole remaining director.
The directors so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

Section 3. POWERS. The property and business of the corporation shall
be managed by or under the direction of its Board. In addition to the powers and
authorities by these Bylaws expressly conferred upon them, the Board may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.

Section 4. PLACE OF DIRECTORS' MEETINGS. The directors may hold their
meetings and have one or more offices, and keep the books of the corporation
outside of the State of Delaware.

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Section 5. REGULAR MEETINGS. Regular meetings of the Board may be held
without notice at such time and place as shall from time to time be determined
by the Board.

Section 6. SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman of the Board or the President on forty-eight hours'
notice to each director, either personally or by mail or by telegram; special
meetings shall be called by the President or the Secretary in like manner and on
like notice on the written request of two directors unless the Board consists of
only one director; in which case special meetings shall be called by the
President or Secretary in like manner or on like notice on the written request
of the sole director.

Section 7. QUORUM. At all meetings of the Board a majority of the
authorized number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which there is a quorum, shall be the act of
the Board, except as may be otherwise specifically provided by statute, by the
Certificate of Incorporation or by these Bylaws. If a quorum shall not be
present at any meeting of the Board, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. If only one director is authorized,
such sole director shall constitute a quorum.

Section 8. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

Section 9. TELEPHONIC MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board, or any
committee designated by the Board, may participate in a meeting of the Board, or
any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at such meeting.

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Section 10. COMMITTEES OF DIRECTORS. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
such committee to consist of one or more of the directors of the corporation.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he, she or they constitute a quorum, may unanimously
appoint another member of the Board to act at the meeting in the place of any
such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the Board, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the Bylaws of the corporation; and,
unless the resolution or the Certificate of Incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

Section 11. MINUTES OF COMMITTEE MEETINGS. Each committee shall keep
regular minutes of its meetings and report the same to the Board when required.

Section 12. COMPENSATION OF DIRECTORS. Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, the Board shall have the
authority to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board and may be paid a
fixed sum for attendance at each meeting of the Board or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

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ARTICLE IV

OFFICERS

Section 1. OFFICERS. The officers of this corporation shall be chosen
by the Board and shall include a President, a Secretary, and a Chief Financial
Officer or Treasurer. The corporation may also have at the discretion of the
Board such other officers as are desired, including one or more Vice Presidents,
one or more Assistant Secretaries and Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 3
hereof. In the event there are two or more Vice Presidents, then one or more may
be designated as Executive Vice President, Senior Vice President, or other
similar or dissimilar title. At the time of the election of officers, the
directors may by resolution determine the order of their rank. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these Bylaws otherwise provide.

Section 2. ELECTION OF OFFICERS. The Board, at its first meeting after
each annual meeting of stockholders, shall choose the officers of the
corporation.

Section 3. SUBORDINATE OFFICERS. The Board may appoint such other
officers as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

Section 4. COMPENSATION OF OFFICERS. The salaries of all officers of
the corporation shall be fixed by the Board.

Section 5. TERM OF OFFICE; REMOVAL AND VACANCIES. The officers of the
corporation shall hold office until their successors are chosen and qualify in
their stead. Any officer elected or appointed by the Board may be removed at any
time by the affirmative vote of a majority of the Board. If the office of any
officer or officers becomes vacant for any reason, the vacancy shall be filled
by the Board.

Section 6. POWERS AND DUTIES OF OFFICERS. The officers of the
corporation shall have such powers and duties in the management of the
corporation as may be prescribed in a

<PAGE>

resolution by the Board and, to the extent not so provided, as generally pertain
to their respective offices, subject to the control of the Board.

ARTICLE V

INDEMNIFICATION OF EMPLOYEES AND AGENTS

The corporation may indemnify every person who was or is a party or is
or was threatened to be made a party to any action, suit, or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was an employee or agent of the corporation or, while an employee
or agent of the corporation, is or was serving at the request of the corporation
as an employee or agent or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including counsel fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding, to the extent permitted by applicable law.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. CERTIFICATES. Every holder of stock of the corporation
shall be entitled to have a certificate signed by, or in the name of the
corporation by, the President or a Vice President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer of the
corporation, certifying the number of shares represented by the certificate
owned by such stockholder in the corporation.

Section 2. SIGNATURES ON CERTIFICATES. Any or all of the signatures on
the certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he or she were such officer, transfer agent, or registrar at
the date of issue.

Section 3. STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES. If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the

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powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualification,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in section 202 of the General Corporation Law
of Delaware, in lieu of the foregoing requirements, there may be set forth on
the face or back of the certificate which the corporation shall issue to
represent such class or series of stock, a statement that the corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

Section 4. LOST CERTIFICATES. The Board may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

Section 6. TRANSFERS OF STOCK. Upon surrender to the corporation, or
the transfer agent of the corporation, of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

Section 7. REGISTERED STOCKHOLDERS. The corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and accordingly shall not be bound to recognize any equitable or
other claim or interest in such share on the part of any other person,

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whether or not it shall have express or other notice thereof, save an expressly
provided by the laws of the State of Delaware.

ARTICLE VII

GENERAL PROVISIONS

Section 1. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board may from
time to time designate.

Section 2. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board.

Section 3. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the corporation, and shall be in such form as may be
approved from time to time by the Board.

Section 4. MANNER OF GIVING NOTICE. Whenever, under the law or of 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, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram, telecopier or other means of
communication permitted by law.

Section 5. WAIVER OF NOTICE. Whenever any notice is required to be
given under the law or of the Certificate of Incorporation or of these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the 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 is not lawfully called or
convened. Neither the business to be transacted at nor the purpose of any
regular or special meeting of the

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stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice.

ARTICLE VIII

AMENDMENTS

These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted by the stockholders or by the Board in accordance with the terms of the
Certificate of Incorporation. If the power to adopt, amend or repeal Bylaws is
conferred upon the Board by the Certificate of Incorporation it shall not divest
or limit the power of the stockholders to adopt, amend or repeal Bylaws.