<PAGE>   1
                                     BYLAWS

                                       OF

                                  ANERGEN, INC.



                                    ARTICLE I

                                CORPORATE OFFICES


        1.1    REGISTERED OFFICE

        The registered office of the corporation shall be in the city of
Wilmington, County of New Castle, State of Delaware.

        1.2    OTHER OFFICES

        The board of directors may at any time establish other offices at any
place or places where the corporation is qualified to do business.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS


        2.1    PLACE OF MEETINGS

        Meetings of stockholders shall be held at any place, within or outside
the State of Delaware, designated by the board of directors. In the absence of
any such designation, stockholders' meetings shall be held at the principal
executive office of the corporation.

        2.2    ANNUAL MEETING

        The annual meeting of stockholders shall be held each year on a date and
at a time designated by the board of directors. At the meeting, directors shall
be elected and any other proper business may be transacted.

        2.3    SPECIAL MEETING

        A special meeting of the stockholders may be called at any time by the
board of directors, the chairman of the board, the chief executive officer, the
president or by one or more stockholders



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                                     BYLAWS

                                       OF

                                  ANERGEN, INC.



<PAGE>   3


                                TABLE OF CONTENTS


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ARTICLE I - CORPORATE OFFICES....................................................................1

        1.1    REGISTERED OFFICE.................................................................1
        1.2    OTHER OFFICES.....................................................................1

ARTICLE II - MEETINGS OF STOCKHOLDERS............................................................1

        2.1    PLACE OF MEETINGS.................................................................1
        2.2    ANNUAL MEETING....................................................................1
        2.3    SPECIAL MEETING...................................................................1
        2.4    NOTICE OF STOCKHOLDERS' MEETINGS..................................................2
        2.5    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE......................................2
        2.6    QUORUM............................................................................2
        2.7    ADJOURNED MEETING; NOTICE.........................................................3
        2.8    VOTING............................................................................3
        2.9    VALIDATION OF MEETING; WAIVER OF NOTICE...........................................4
        2.10   STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING...........................4
        2.11   RECORD DATE FOR STOCKHOLDER NOTICE; VOTING........................................4
        2.12   PROXIES...........................................................................5
        2.13   INSPECTORS OF ELECTION............................................................5
        2.14   LIST OF STOCKHOLDERS ENTITLED TO VOTE.............................................5

ARTICLE III - DIRECTORS..........................................................................6

        3.1    POWERS............................................................................6
        3.2    NUMBER OF DIRECTORS...............................................................6
        3.3    ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS...........................6
        3.4    RESIGNATION AND VACANCIES.........................................................6
        3.5    PLACE OF MEETINGS; MEETINGS BY TELEPHONE..........................................7
        3.6    FIRST MEETINGS....................................................................8
        3.7    REGULAR MEETINGS..................................................................8
        3.8    SPECIAL MEETINGS; NOTICE..........................................................8
        3.9    QUORUM............................................................................8
        3.10   WAIVER OF NOTICE..................................................................9
        3.11   ADJOURNMENT.......................................................................9
        3.12   NOTICE OF ADJOURNMENT.............................................................9
        3.13   BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.................................9
        3.14   FEES AND COMPENSATION OF DIRECTORS................................................9
        3.15   APPROVAL OF LOANS TO OFFICERS....................................................10
        3.16   REMOVAL OF DIRECTORS.............................................................10
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                                TABLE OF CONTENTS
                                   (continued)


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ARTICLE IV - COMMITTEES.........................................................................10

        4.1    COMMITTEES OF DIRECTORS..........................................................10
        4.2    COMMITTEE MINUTES................................................................11
        4.3    MEETINGS AND ACTION OF COMMITTEES................................................11

ARTICLE V - OFFICERS............................................................................11

        5.1    OFFICERS.........................................................................11
        5.2    ELECTION OF OFFICERS.............................................................12
        5.3    SUBORDINATE OFFICERS.............................................................12
        5.4    REMOVAL AND RESIGNATION OF OFFICERS..............................................12
        5.5    VACANCIES IN OFFICES.............................................................12
        5.6    CHAIRMAN OF THE BOARD............................................................12
        5.7    CHIEF EXECUTIVE OFFICER..........................................................13
        5.8    PRESIDENT........................................................................13
        5.9    CHIEF OPERATING OFFICER..........................................................13
        5.10   CORPORATE VICE PRESIDENTS........................................................13
        5.11   SECRETARY........................................................................13
        5.12   CHIEF FINANCIAL OFFICER..........................................................14
        5.13   TREASURER........................................................................14
        5.14   ADMINISTRATIVE VICE PRESIDENTS...................................................14
        5.15   AUTHORITY AND DUTIES OF OFFICERS.................................................15

ARTICLE VI - INDEMNITY..........................................................................15

        6.1    INDEMNIFICATION OF DIRECTORS AND OFFICERS........................................15
        6.2    INDEMNIFICATION OF OTHERS........................................................16
        6.3    PAYMENT OF EXPENSES IN ADVANCE...................................................16
        6.4    INDEMNITY NOT EXCLUSIVE..........................................................16
        6.5    INSURANCE INDEMNIFICATION........................................................16

ARTICLE VII - RECORDS AND REPORTS...............................................................17

        7.1    MAINTENANCE AND INSPECTION OF RECORDS............................................17
        7.2    MAINTENANCE AND INSPECTION OF BYLAWS.............................................18
        7.3    MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS............................18
        7.4    INSPECTION BY DIRECTORS..........................................................18
        7.5    REPRESENTATION OF SHARES OF OTHER CORPORATIONS...................................19
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                                TABLE OF CONTENTS
                                   (continued)


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ARTICLE VIII - GENERAL MATTERS..................................................................19

        8.1    RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING............................19
        8.2    CHECKS...........................................................................19
        8.3    EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.................................20
        8.4    STOCK CERTIFICATES; PARTLY PAID SHARES...........................................20
        8.5    SPECIAL DESIGNATION ON CERTIFICATES..............................................20
        8.6    LOST CERTIFICATES................................................................21
        8.7    CONSTRUCTION; DEFINITIONS........................................................21
        8.8    DIVIDENDS........................................................................21
        8.9    FISCAL YEAR......................................................................21
        8.10   TRANSFER OF STOCK................................................................22
        8.11   STOCK TRANSFER AGREEMENTS........................................................22
        8.12   REGISTERED STOCKHOLDERS..........................................................22


ARTICLE IX - AMENDMENTS.........................................................................22


ARTICLE X - DISSOLUTION.........................................................................22


ARTICLE XI - CUSTODIAN..........................................................................23

        11.1   APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES......................................23
        11.2   DUTIES OF CUSTODIAN..............................................................24
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holding shares in the aggregate entitled to cast not less than ten percent (10%)
of the votes at that meeting.

        If a special meeting is called by any person or persons other than the
board of directors, then the request shall be in writing, specifying the time of
such meeting and the general nature of the business proposed to be transacted,
and shall be delivered personally or sent by registered mail or by telegraphic
or other facsimile transmission to the chairman of the board, the chief
executive officer, the president, the chief operating officer, any corporate
vice president or the secretary of the corporation. The officer receiving the
request shall cause notice to be promptly given to the stockholders entitled to
vote, in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws,
that a meeting will be held at the time requested by the person or persons
calling the meeting, so long as that time is not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request. If the notice is not
given within twenty (20) days after receipt of the request, then the person or
persons requesting the meeting may give the notice. Nothing contained in this
paragraph of this Section 2.3 shall be construed as limiting, fixing or
affecting the time when a meeting of stockholders called by action of the board
of directors may be held.

        2.4    NOTICE OF STOCKHOLDERS' MEETINGS

        All notices of meetings with stockholders shall be in writing and shall
be sent or otherwise given in accordance with Section 2.5 of these bylaws not
less than ten (10) nor more than sixty (60) days before the date of the meeting
to each stockholder entitled to vote at such meeting. The notice shall specify
the place, date, and hour of the meeting, and (i) in the case of a special
meeting, the general nature of the business to be transacted (no business other
than that specified in the notice may be transacted) or (ii) in the case of the
annual meeting, those matters which the board of directors, at the time of
giving the notice, intends to present for action by the stockholders (but any
proper matter may be presented at the meeting for such action). The notice of
any meeting at which directors are to be elected shall include the name of any
nominee or nominees who, at the time of the notice, management intends to
present for election.

        2.5    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

        Written notice of any meeting of stockholders, if mailed, 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. An
affidavit of the secretary or an assistant secretary of the transfer agent of
the corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.

        2.6    QUORUM

        The holders of a majority of the shares entitled to vote, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business at all meetings of stockholders, except as otherwise provided by
statute or by the certificate of incorporation. The stockholders present at a
duly called or held meeting at which a quorum is present may continue to do
business





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until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.

        When a quorum is present at any meeting, the affirmative vote of holders
of a the majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the laws of the
State of Delaware or of 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 the question.

        2.7    ADJOURNED MEETING; NOTICE

        Any stockholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of the
shares represented at that meeting, either in person or by proxy, but in the
absence of a quorum, no other business may be transacted at that meeting, except
as provided in Section 2.6 of these bylaws.

        When any meeting of stockholders, either annual or special, is adjourned
to another time or place, unless these bylaws otherwise require, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
corporation may transact any business that might have been transacted at the
original meeting. If the adjournment is for more than thirty (30) 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 at the adjourned meeting in accordance with the provisions of
Sections 2.4 and 2.5 of these bylaws.

        2.8    VOTING

        The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to the provisions of Sections 217 and 218 of the General Corporation Law
of Delaware (relating to voting rights of fiduciaries, pledgers and joint owners
of stock and to voting trusts and other voting agreements).

        Except as provided in the last paragraph of this Section 2.8, or as may
be otherwise provided in the certificate of incorporation, each stockholder
shall be entitled to one vote for each share of capital stock held by such
stockholder.

        On any matter other than the election of directors, any stockholder may
vote part of the shares in favor of the proposal and refrain from voting the
remaining shares or vote them against the proposal, but, if the stockholder
fails to specify the number of shares which the stockholder is voting
affirmatively, it will be conclusively presumed that the stockholder's approving
vote is with respect to all shares which the stockholder is entitled to vote.





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        If a quorum is present, the affirmative vote of the majority of the
shares represented and voting at a duly-held meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the stockholders, unless the vote of a greater number, or voting
by classes, is required by law or by the certificate of incorporation.

        2.9    VALIDATION OF MEETING; WAIVER OF NOTICE

        Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. 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 stockholders need be specified in any written waiver of notice unless so
required by the certificate of incorporation or these bylaws.

        2.10   STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

        The stockholders of the corporation may not take action by written
consent without a meeting but must take any such actions at a duly called annual
or special meeting.

        2.11   RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

        For purposes of determining the stockholders entitled to notice of any
meeting or to vote thereat, the board of directors may fix, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of any such meeting and in such event only stockholders of
record on the date so fixed are entitled to notice and to vote, notwithstanding
any transfer of any shares on the books of the corporation after the record
date.

        If the board of directors does not so fix a record date, 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 business day next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the business day next preceding the day on which the meeting is
held.

        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
unless the board of directors fixes a new record date for the adjourned meeting,
but the board of directors shall fix a new record date if the meeting is
adjourned for more than thirty (30) days from the date set for the original
meeting.

        The record date for any other purpose shall be as provided in Section
8.1 of these bylaws.





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        2.12   PROXIES

        Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for him by a written proxy, signed by
the stockholder and filed with the secretary of the corporation, but no such
proxy shall be voted or acted upon after three (3) years from its date, unless
the proxy provides for a longer period. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of Section
212(e) of the General Corporation Law of Delaware.

        2.13   INSPECTORS OF ELECTION

        Before any meeting of stockholders, the board of directors may appoint
one or more inspectors to act at the meeting and make a written report thereof.
The board of directors may designate one or more persons as alternate inspectors
to replace any inspector who fails to act. If no inspector or alternate is able
to act at a meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting.

        Such inspectors shall:

        (a) ascertain the number of shares outstanding and the voting power of
each;

        (b) determine the shares represented at a meeting and the validity of
proxies and ballots;

        (c) count all votes and ballots;

        (d) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors; and

        (e) certify their determination of the number of shares represented at
the meeting, and their count of all votes and ballots.

        The inspectors may appoint or retain other persons or entities to assist
the inspectors in the performance of the inspectors' duties.

        2.14   LIST OF STOCKHOLDERS ENTITLED TO VOTE

        The officer who has charge of the stock ledger of a corporation shall
prepare and make, at least ten (10) 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 (10) 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.





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                                   ARTICLE III

                                    DIRECTORS


        3.1    POWERS

        Subject to the provisions of the General Corporation Law of Delaware and
any limitations in the certificate of incorporation or these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.

        3.2    NUMBER OF DIRECTORS

        The authorized number of directors shall be eight (8). This number may
be changed by a duly adopted amendment to the certificate of incorporation or by
an amendment to this bylaw adopted by the vote or written consent of the holders
of a majority of the stock issued and outstanding and entitled to vote or by
resolution of a majority of the board of directors.

        No reduction of the authorized number of directors shall have the effect
of removing any director before that director's term of office expires.

        3.3    ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

        Except as provided in Section 3.4 of these bylaws, directors shall be
elected at each annual meeting of stockholders to hold office until the next
annual meeting. Directors need not be stockholders unless so required by the
certificate of incorporation or these bylaws, wherein other qualifications for
directors may be prescribed. Each director, including a director elected to fill
a vacancy, shall hold office until his successor is elected and qualified or
until his earlier resignation or removal.

        Elections of directors need not be by written ballot.

        3.4    RESIGNATION AND VACANCIES

        Any director may resign effective on giving written notice to the
chairman of the board, the president, the secretary or the board of directors,
unless the notice specifies a later time for that resignation to become
effective. If the resignation of a director is effective at a future time, the
board of directors may elect a successor to take office when the resignation
becomes effective.

        Vacancies in the board of directors may be filled by a majority of the
remaining directors, even if less than a quorum, or by a sole remaining
director; provided, a vacancy created by the removal of a director by the vote
of the stockholders or by court order may be filled only by the





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affirmative vote of a majority of the shares represented and voting at a duly
held meeting at which a quorum is present (which shares voting affirmatively
also constitute a majority of the required quorum). Each director so elected
shall hold office until the next annual meeting of the stockholders and until a
successor has been elected and qualified.

        A vacancy or vacancies in the board of directors shall be deemed to
exist in the event of the death, resignation or removal of any director, or if
the board of directors by resolution declares vacant the office of a director
who has been declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number of directors is increased, or if the
stockholders fail, at any meeting of stockholders at which any director of
directors are elected, to elect the number of directors to be elected at that
meeting.

        The stockholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors.

        If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the General Corporation Law of Delaware.

        If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten (10) 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 as aforesaid,
which election shall be governed by the provisions of Section 211 of the General
Corporation Law of Delaware as far as applicable.

        3.5    PLACE OF MEETINGS; MEETINGS BY TELEPHONE

        Regular meetings of the board of directors may be held at any place
within or outside the State of Delaware that has been designated from time to
time by resolution of the board. In the absence of such a designation, regular
meetings shall be held at the principal executive office of the corporation.
Special meetings of the board may be held at any place within or outside the
State of Delaware that has been designated in the notice of the meeting or, if
not stated in the notice or if there is no notice, at the principal executive
office of the corporation.

        Any meeting of the board, regular or special, may be held by conference
telephone or similar communication equipment, so long as all directors
participating in the meeting can hear one another; and all such directors shall
be deemed to be present in person at the meeting.





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        3.6    FIRST MEETINGS

        The first meeting of each newly elected board of directors shall be held
at such time and place as shall be fixed by the vote of the stockholders at the
annual meeting and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present. In the event of the failure of the stockholders to fix the
time or place of such first meeting of the newly elected board of directors, or
in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.

        3.7    REGULAR MEETINGS

        Regular meetings of the board of directors may be held without notice at
such time and at such place as shall from time to time be determined by the
board.

        3.8    SPECIAL MEETINGS; NOTICE

        Special meetings of the board of directors for any purpose or purposes
may be called at any time by the chairman of the board, the chief executive
officer, the president, the chief operating officer or any two (2) directors.

        Notice of the date, time and place of special meetings shall be
delivered personally, by telephone, facsimile, telegram, electronic mail or
other comparable communication equipment to each director or sent by first-class
mail, charges prepaid, addressed to each director at that director's address as
it is shown on the records of the corporation. If the notice is mailed, it shall
be deposited in the United States mail at least four (4) days before the time of
the holding of the meeting. If the notice is delivered personally or by
telephone, facsimile, telegram, electronic mail or other comparable
communication equipment, it shall be delivered at least twelve (12) hours before
the time of the holding of the meeting. Any notice given personally or by
telephone, facsimile, telegram, electronic mail or other comparable
communication equipment may be communicated either to the director or to a
person at the office of the director who the person giving the notice has reason
to believe will promptly communicate it to the director. The notice need not
specify the purpose or the place of the meeting, if the meeting is to be held at
the principal executive office of the corporation.

        3.9    QUORUM

        A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except to adjourn as provided in Section
3.11 of these bylaws. Every act or decision done or made by a majority of the
directors present at a duly held meeting at which a quorum is present shall be
regarded as the act of the board of directors, subject to the provisions of the
certificate of incorporation and applicable law.





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<PAGE>   13

        A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

        3.10   WAIVER OF NOTICE

        Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. 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 directors, or members of a committee of directors, need be specified in
any written waiver of notice unless so required by the certificate of
incorporation or these bylaws.

        3.11   ADJOURNMENT

        A majority of the directors present, whether or not constituting a
quorum, may adjourn any meeting to another time and place.

        3.12   NOTICE OF ADJOURNMENT

        Notice of the time and place of holding an adjourned meeting need not be
given, unless the meeting is adjourned for more than twenty-four (24) hours, in
which case notice of the time and place shall be given before the time of the
adjourned meeting, in the manner specified in Section 3.8 of these bylaws, to
the directors who were not present at the time of the adjournment.

        3.13   BOARD ACTION BY WRITTEN CONSENT WITHOUT A 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
of directors, or of any committee thereof, may be taken without a meeting if all
members of the board or committee, as the case may be, shall individually or
collectively consent thereto in writing. Such action by written consent shall
have the same force and effect as a unanimous vote of the board of directors.
Such written consent and any counterparts thereof shall be filed with the
minutes of the proceedings of the board.

        3.14   FEES AND COMPENSATION OF DIRECTORS

        Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the board of directors. This Section 3.14 shall not
be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee or otherwise and receiving compensation
for those services.





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<PAGE>   14

        3.15   APPROVAL OF LOANS TO OFFICERS

        The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the board of
directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

        3.16   REMOVAL OF DIRECTORS

        Unless otherwise restricted by statute, by the certificate of
incorporation or by these bylaws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of directors.

        No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of such director's term of
office.


                                   ARTICLE IV

                                   COMMITTEES


        4.1    COMMITTEES OF DIRECTORS

        The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one (1) or more committees, each
consisting of two (2) or more directors, to serve at the pleasure of the board.
The board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent member at any meeting of the committee.
The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors. Any committee, to the
extent provided in the resolution of the board, shall have all the authority of
the board, except with respect to (i) amend the certificate of incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the board
of directors as provided in Section 151(a) of the General Corporation Law of
Delaware, fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the corporation), (ii) adopt an agreement of merger or
consolidation under Sections 251 or 252 of the General Corporation Law of
Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all
or substantially all of the corporation's property and assets, (iv) recommend to
the stockholders a





                                      -10-

<PAGE>   15

dissolution of the corporation or a revocation of a dissolution, or (v) adopt a
certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of Delaware.

        4.2    COMMITTEE MINUTES

        Each committee shall keep regular minutes of its meetings and report the
same to the board of directors when required.

        4.3    MEETINGS AND ACTION OF COMMITTEES

        Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these bylaws, Section
3.5 (place of meetings and meetings by telephone), Section 3.7 (regular
meetings), Section 3.8 (special meetings and notice), Section 3.9 (quorum),
Section 3.10 (waiver of notice), Section 3.11 (adjournment), Section 3.12
(notice of adjournment), and Section 3.13 (action without a meeting), with such
changes in the context of those bylaws as are necessary to substitute the
committee and its members for the board of directors and its members; provided,
however, that the time of regular meetings of committees may also be called by
resolution of the board of directors and that notice of special meetings of
committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The board of directors may adopt
rules for the government of any committee not inconsistent with the provisions
of these bylaws.


                                    ARTICLE V

                                    OFFICERS


        5.1    OFFICERS

        The officers of the corporation shall be a president, a secretary, and a
chief financial officer. The corporation may also have, at the discretion of the
board of directors, a chairman of the board, a chief executive officer, a chief
operating officer, a treasurer, one or more corporate vice presidents, one or
more assistant secretaries, one or more assistant treasurers, and any such other
officers as may be appointed in accordance with the provisions of Section 5.3 of
these bylaws. Any number of offices may be held by the same person.

        In addition to the officers of the corporation described above, there
may also be such administrative vice presidents of the corporation as may be
designated and appointed from time to time by the chief executive officer of the
corporation in accordance with the provisions of Section 5.14 of these bylaws.





                                      -11-

<PAGE>   16

        5.2    ELECTION OF OFFICERS

        The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Sections 5.3 or 5.5 of these
bylaws, shall be chosen by the board of directors, subject to the rights, if
any, of an officer under any contract of employment.

        5.3    SUBORDINATE OFFICERS

        The board of directors may appoint, or empower the president to appoint,
such other officers and agents as the business of the corporation may require,
each of whom shall hold office for such period, have such authority, and perform
such duties as are provided in these bylaws or as the board of directors may
from time to time determine.

        5.4    REMOVAL AND RESIGNATION OF OFFICERS

        Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the board of directors at any regular or
special meeting of the board or, except in the case of an officer chosen by the
board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors.

        Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

        5.5    VACANCIES IN OFFICES

        A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these bylaws for regular appointments to that office.

        5.6    CHAIRMAN OF THE BOARD

        The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may from time to time be assigned to him by the
board of directors or as may be prescribed by these bylaws. If there is no chief
executive officer, then the chairman of the board shall also have the powers and
duties prescribed in Section 5.7 of these bylaws.





                                      -12-

<PAGE>   17

        5.7    CHIEF EXECUTIVE OFFICER

        Subject to such supervisory powers, if any, as may be given by the board
of directors to the chairman of the board, if there be such an officer, the
chief executive officer of the corporation shall, subject to the control of the
board of directors, have general supervision, direction, and control of the
business and the officers of the corporation. He shall preside at all meetings
of the stockholders and, in the absence of the chairman of the board, or if
there be none, at all meetings of the board of directors. He shall have the
general powers and duties of management usually vested in the office of
president of a corporation and shall have such other powers and duties as may be
prescribed by the board of directors or these bylaws.

        5.8    PRESIDENT

        The president of the corporation shall have such powers and perform such
duties as prescribed by the board of directors or these bylaws. In the absence
or disability of the chief executive officer or if there be no such officer,
then the president shall have the same powers and be subject to the same
restrictions set forth in Section 5.7.

        5.9    CHIEF OPERATING OFFICER

        The chief operating officer shall have such powers and perform such
duties as prescribed by the board of directors or these bylaws. In the absence
or disability of the chief executive officer, if there be such an officer, the
president and the chairman of the board, the chief operating officer shall
perform the duties of chief executive officer and president, and when so acting
shall have all the powers, and be subject to all the restrictions set forth in
Section 5.7.

        5.10   CORPORATE VICE PRESIDENTS

        In the absence or disability of the chief executive officer, if there be
such an officer, the president, the chairman of the board and the chief
operating officer, if there be such an officer, the corporate vice presidents,
if any, in order of their rank as fixed by the board of directors or, if not
ranked, a corporate vice president designated by the board of directors, shall
perform all the duties of the chief executive officer and president and when so
acting shall have all the powers of, and be subject to all the restrictions
upon, the chief executive officer and president. The corporate vice presidents
shall also have such other powers and perform such other duties as from time to
time may be prescribed for them respectively by the board of directors or these
bylaws.

        5.11   SECRETARY

        The secretary shall keep or cause to be kept, at the principal executive
office of the corporation, or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of directors, committees
of directors, and stockholders, with the time and place of holding, whether
regular or special (and, if special, how authorized and the notice given), the





                                      -13-

<PAGE>   18

names of those present at directors' meetings or committee meetings, the number
of shares present or represented at stockholders' meetings, and the proceedings
thereof.

        The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names of
all stockholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.

        The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the board of directors required by these bylaws or by
law to be given, and he shall keep the seal of the corporation, if one be
adopted, in safe custody and shall have such other powers and perform such other
duties as may be prescribed by the board of directors or by these bylaws.

        5.12   CHIEF FINANCIAL OFFICER

        The chief financial officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares. The books of account shall at all reasonable times
be open to inspection by any director.

        The chief financial officer shall deposit all money and other valuables
in the name and to the credit of the corporation with such depositories as may
be designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of his
transactions as chief financial officer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or these bylaws.

        5.13   TREASURER

        In the absence or disability of the chief financial officer, the
treasurer shall perform all the duties of the chief financial officer and when
so acting shall have all the powers of, and be subject to all the restrictions
upon, the chief financial officer. The treasurer shall have such other powers
and perform such other duties as from time to time may be prescribed
respectively by the board of directors or these bylaws.

        5.14   ADMINISTRATIVE VICE PRESIDENTS

        In addition to the corporate vice presidents of the corporation as
provided in Section 5.10 of these bylaws and such subordinate officers as may be
appointed in accordance with Section 5.3 of these bylaws, there may also be such
administrative vice presidents of the corporation as may be designated and
appointed from time to time by the chief executive officer of the corporation.





                                      -14-

<PAGE>   19

Administrative vice presidents shall perform such duties and have such powers as
from time to time may be determined by the chief executive officer or the board
of directors in order to assist the officers of the corporation in the
furtherance of their duties. In the performance of such duties and the exercise
of such powers, however, such administrative vice presidents shall have limited
authority to act on behalf of the corporation as the board of directors shall
establish, including but not limited to limitations on the dollar amount and on
the scope of the agreements or commitments that may be made by such
administrative vice presidents on behalf of the corporation, which limitations
may not be exceeded by such individuals or altered by the chief executive
officer without further approval by the board of directors.

        5.15   AUTHORITY AND DUTIES OF OFFICERS

        In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from time
to time by the board of directors or the stockholders.


                                   ARTICLE VI

                                    INDEMNITY


        6.1    INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The corporation shall, to the maximum extent and in the manner permitted
by the General Corporation Law of Delaware as the same now exists or may
hereafter be amended, indemnify any person against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending or completed
action, suit, or proceeding in which such person was or is a party or is
threatened to be made a party by reason of the fact that such person is or was a
director or officer of the corporation. For purposes of this Section 6.1, a
"director" or "officer" of the corporation shall mean any person (i) who is or
was a director or officer of the corporation, (ii) who is or was serving at the
request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was a
director or officer of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.

        The corporation shall be required to indemnify a director or officer in
connection with an action, suit, or proceeding (or part thereof) initiated by
such director or officer only if the initiation of such action, suit, or
proceeding (or part thereof) by the director or officer was authorized by the
board of Directors of the corporation.

        Any repeal or modification of the foregoing provisions of this Article
shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification.





                                      -15-

<PAGE>   20

        6.2    INDEMNIFICATION OF OTHERS

        The corporation shall have the power, to the maximum extent and in the
manner permitted by the General Corporation Law of Delaware as the same now
exists or may hereafter be amended, to indemnify each of its employees and
agents (other than directors and officers) against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending or completed
action, suit, or proceeding, in which such person was or is a party or is
threatened to be made a party by reason of the fact that such person is or was
an employee or agent of the corporation. For purposes of this Section 6.2, an
"employee" or "agent" of the corporation (other than a director or officer)
shall mean any person (i) who is or was an employee or agent of the corporation,
(ii) who is or was serving at the request of the corporation as an employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was an employee or agent of a corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.

        6.3    PAYMENT OF EXPENSES IN ADVANCE

        The corporation shall pay the expenses (including attorney's fees)
incurred by a director or officer of the corporation entitled to indemnification
hereunder in defending any action, suit or proceeding referred to in this
Section 6.1 in advance of its final disposition; provided, however, that payment
of expenses incurred by a director or officer of the corporation in advance of
the final disposition of such action, suit or proceeding shall be made only upon
receipt of an undertaking by the director or officer to repay all amounts
advanced if it should ultimately be determined that the director or officer is
not entitled to be indemnified under this Section 6.1 or otherwise.

        6.4    INDEMNITY NOT EXCLUSIVE

        The rights conferred on any person by this Article shall not be
exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of the corporation's Certificate of Incorporation,
these bylaws, agreement, vote of the stockholders or disinterested directors or
otherwise.

        6.5    INSURANCE INDEMNIFICATION

        The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liability under the provisions of the General Corporation Law of
Delaware.





                                      -16-

<PAGE>   21

                                   ARTICLE VII

                               RECORDS AND REPORTS


        7.1    MAINTENANCE AND INSPECTION OF RECORDS

        The corporation shall, either at its principal executive office or at
such place or places as designated by the board of directors, keep a record of
its stockholders listing their names and addresses and the number and class of
shares held by each stockholder.

        Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger and a list of its stockholders and to make copies or
extracts therefrom. A proper purpose shall mean a purpose reasonably related to
such person's interest as a stockholder. In every instance where an attorney or
other agent is the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing that
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the corporation at its registered
office in Delaware or at its principal place of business.

        The officer who has charge of the stock ledger of a corporation shall
prepare and make, at least ten (10) 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 (10) 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.

        The record of stockholders shall also be open to inspection on the
written demand of any stockholder or holder of a voting trust certificate, at
any time during usual business hours, for a purpose reasonably related to the
holder's interests as a stockholder or as the holder of a voting trust
certificate.

        Any inspection and copying under this Section 7.1 may be made in person
or by an agent or attorney of the stockholder or holder of a voting trust
certificate making the demand.





                                      -17-

<PAGE>   22

        7.2    MAINTENANCE AND INSPECTION OF BYLAWS

        The corporation shall keep at its principal executive office, or if its
principal executive office is not in the State of California, at its principal
business office in such state, the original or a copy of these bylaws as amended
to date, which bylaws shall be subject to inspection by the stockholders at all
reasonable times during office hours. If the principal executive office of the
corporation is outside the State of California and the corporation has no
principal business office in such state, the secretary shall, upon the written
request of any stockholder, furnish to that stockholder a copy of these bylaws
as amended to date.

        7.3    MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

        The accounting books and records, and the minutes of proceedings of the
stockholders and the board of directors and any committee or committees of the
board of directors, shall be kept at such place or places designated by the
board of directors or, in absence of such designation, at the principal
executive office of the corporation. The minutes shall be kept in written form
and the accounting books and records shall be kept either in written form or in
any other form capable of being converted into written form.

        The minutes and accounting books and records shall be open to inspection
upon the written demand of any stockholder or holder of a voting trust
certificate, at any reasonable time during usual business hours, for a purpose
reasonably related to the holder's interests as a stockholder or as the holder
of a voting trust certificate. The inspection may be made in person or by an
agent or attorney, and shall include the right to copy and make extracts. Such
rights of inspection shall extend to the records of each subsidiary corporation
of the corporation.

        7.4    INSPECTION BY DIRECTORS

        Every director shall have the absolute right at any reasonable time to
inspect all books, records and documents of every kind and the physical
properties of the corporation and each of its subsidiary corporations. Such
inspection by a director may be made in person or by an agent or attorney, and
the right of inspection includes the right to copy and make extracts of
documents.

        The corporation shall also, on the written request of any stockholder,
mail to the stockholder a copy of the last annual, semi-annual or quarterly
income statement which it has prepared, and a balance sheet as of the end of
that period.

        The quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.





                                      -18-

<PAGE>   23

        7.5    REPRESENTATION OF SHARES OF OTHER CORPORATIONS

        The chairman of the board, the chief executive officer, the president,
the chief operating officer, any corporate vice president, the treasurer, the
secretary or the chief financial officer of this corporation, or any other
person authorized by the board of directors or the president or a vice
president, is authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority granted
herein may be exercised either by such person directly or by any other person
authorized to do so by proxy or power of attorney duly executed by such person
having the authority.


                                  ARTICLE VIII

                                 GENERAL MATTERS


        8.1    RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

        For purposes of determining the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any other lawful
action, the board of directors may fix, in advance, a record date, which shall
not be more than sixty (60) days before any such action. In that case, only
stockholders of record at the close of business on the date so fixed are
entitled to receive the dividend, distribution or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date so fixed, except as
otherwise provided by law.

        If the board of directors does not so fix a record date, then the record
date for determining stockholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution, or the
sixtieth (60th) day before the date of that action, whichever is later.

        8.2    CHECKS

        From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and only the persons so authorized
shall sign or endorse those instruments.





                                      -19-

<PAGE>   24

        8.3    EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

        The board of directors, except as otherwise provided in these bylaws,
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

        8.4    STOCK CERTIFICATES; PARTLY PAID SHARES

        The shares of a corporation shall be represented by certificates,
provided that the board of directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding the adoption of such a resolution by the board of
directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of the corporation by the chairman or vice-chairman of
the board of directors, or the president or vice-president, and by the chief
financial officer or an assistant treasurer, or the secretary or an assistant
secretary of such corporation representing the number of shares registered in
certificate form. 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 has 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 were such
officer, transfer agent or registrar at the date of issue.

        The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

        8.5    SPECIAL DESIGNATION ON CERTIFICATES

        If the corporation is authorized to issue more than one class of stock
or more than one series of any class, then the powers, the designations, the
preferences, and the 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 shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided, however, 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





                                      -20-

<PAGE>   25

face or back of the certificate that 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, the designations,
the preferences, and the 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.

        8.6    LOST CERTIFICATES

        Except as provided in this Section 8.6, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and canceled at the same time. The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate or uncertificated shares.

        8.7    CONSTRUCTION; DEFINITIONS

        Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a natural
person.

        8.8    DIVIDENDS

        The directors of the corporation, subject to any restrictions contained
in the certificate of incorporation, may declare and pay dividends upon the
shares of its capital stock pursuant to the General Corporation Law of Delaware.
Dividends may be paid in cash, in property, or in shares of the corporation's
capital stock.

        The directors of the corporation may set apart out of any of the funds
of the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not be
limited to equalizing dividends, repairing or maintaining any property of the
corporation, and meeting contingencies.

        8.9    FISCAL YEAR

        The fiscal year of the corporation shall be fixed by resolution of the
board of directors and may be changed by the board of directors.





                                      -21-

<PAGE>   26

        8.10   TRANSFER 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 in its books.

        8.11   STOCK TRANSFER AGREEMENTS

        The corporation shall have power to enter into and perform any agreement
with any number of stockholders of any one or more classes of stock of the
corporation to restrict the transfer of shares of stock of the corporation of
any one or more classes owned by such stockholders in any manner not prohibited
by the General Corporation Law of Delaware.

        8.12   REGISTERED STOCKHOLDERS

        The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends and
to vote as such owner, shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of another person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.


                                   ARTICLE IX

                                   AMENDMENTS


        The original or other bylaws of the corporation may be adopted, amended
or repealed by the stockholders entitled to vote; provided, however, that the
corporation may, in its certificate of incorporation, confer the power to adopt,
amend or repeal bylaws upon the directors. The fact that such power has been so
conferred upon the directors shall not divest the stockholders of the power, nor
limit their power to adopt, amend or repeal bylaws.


                                    ARTICLE X

                                   DISSOLUTION


        If it should be deemed advisable in the judgment of the board of
directors of the corporation that the corporation should be dissolved, the
board, after the adoption of a resolution to that effect by a majority of the
whole board at any meeting called for that purpose, shall cause notice to be
mailed





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<PAGE>   27

to each stockholder entitled to vote thereon of the adoption of the resolution
and of a meeting of stockholders to take action upon the resolution.

        At the meeting a vote shall be taken for and against the proposed
dissolution. If a majority of the outstanding stock of the corporation entitled
to vote thereon votes for the proposed dissolution, then a certificate stating
that the dissolution has been authorized in accordance with the provisions of
Section 275 of the General Corporation Law of Delaware and setting forth the
names and residences of the directors and officers shall be executed,
acknowledged, and filed and shall become effective in accordance with Section
103 of the General Corporation Law of Delaware. Upon such certificate's becoming
effective in accordance with Section 103 of the General Corporation Law of
Delaware, the corporation shall be dissolved.

        Whenever all the stockholders entitled to vote on a dissolution consent
in writing, either in person or by duly authorized attorney, to a dissolution,
no meeting of directors or stockholders shall be necessary. The consent shall be
filed and shall become effective in accordance with Section 103 of the General
Corporation Law of Delaware. Upon such consent's becoming effective in
accordance with Section 103 of the General Corporation Law of Delaware, the
corporation shall be dissolved. If the consent is signed by an attorney, then
the original power of attorney or a photocopy thereof shall be attached to and
filed with the consent. The consent filed with the Secretary of State shall have
attached to it the affidavit of the secretary or some other officer of the
corporation stating that the consent has been signed by or on behalf of all the
stockholders entitled to vote on a dissolution; in addition, there shall be
attached to the consent a certification by the secretary or some other officer
of the corporation setting forth the names and residences of the directors and
officers of the corporation.


                                   ARTICLE XI

                                    CUSTODIAN


        11.1   APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

        The Court of Chancery, upon application of any stockholder, may appoint
one or more persons to be custodians and, if the corporation is insolvent, to be
receivers, of and for the corporation when:

               (i) at any meeting held for the election of directors the
stockholders are so divided that they have failed to elect successors to
directors whose terms have expired or would have expired upon qualification of
their successors; or

               (ii) the business of the corporation is suffering or is
threatened with irreparable injury because the directors are so divided
respecting the management of the affairs of the corporation that the required
vote for action by the board of directors cannot be obtained and the
stockholders are unable to terminate this division; or





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<PAGE>   28

               (iii) the corporation has abandoned its business and has failed
within a reasonable time to take steps to dissolve, liquidate or distribute its
assets.

        11.2   DUTIES OF CUSTODIAN

        The custodian shall have all the powers and title of a receiver
appointed under Section 291 of the General Corporation Law of Delaware, but the
authority of the custodian shall be to continue the business of the corporation
and not to liquidate its affairs and distribute its assets, except when the
Court of Chancery otherwise orders and except in cases arising under Sections
226(a)(3) or 352(a)(2) of the General Corporation Law of Delaware.
































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<PAGE>   29

                        CERTIFICATE OF ADOPTION OF BYLAWS

                                       OF

                                  ANERGEN, INC.




                            Adoption by Incorporator


        The undersigned person appointed in the Certificate of Incorporation to
act as the Incorporator of ANERGEN, INC. hereby adopts the foregoing bylaws,
comprising 24 pages, as the Bylaws of the corporation.

        Executed this 4th day of May 1998.


                                             /s/ ANNA ITOI
                                             ----------------------------------
                                             Anna Itoi, Incorporator





              Certificate by Secretary of Adoption by Incorporator


        The undersigned hereby certifies that he is the duly elected, qualified,
and acting Secretary of ANERGEN, INC. and that the foregoing Bylaws, comprising
24 pages, were adopted as the Bylaws of the corporation on May 4, 1998, by the
person appointed in the Certificate of Incorporation to act as the Incorporator
of the corporation.

        IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
affixed the corporate seal this 4th day of May 1998.


                                             /s/ BARRY M. SHERMAN
                                             ----------------------------------
                                             Barry M. Sherman, M.D., Secretary





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