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                                                                    Exhibit 1.2


                                  BY-LAW NO. 1

                         A by-law relating generally to
                         the transaction of the business
                                 and affairs of

                            DEPRENYL RESEARCH LIMITED
                 (hereinafter referred to as the "Corporation")

                                    DIRECTORS

1. CALLING OF AND NOTICE OF MEETINGS - Meetings of the board shall be held at
such place and time and on such day as the Secretary may determine. Notice of
meetings of the board shall be given to each director not less than 48 hours
before the time when the meeting is to be held. Each newly elected board may
without notice hold its first meeting for the purposes of organization and the
appointment of officers immediately following the meeting of shareholders at
which such board was elected.

2. VOTES TO GOVERN - At all meetings of the board every question shall be
decided by a majority of the votes cast on the question; and in case of an
equality of votes the chairman of the meeting shall be entitled to a second or
casting vote.

3. INTEREST OF DIRECTORS AND OFFICERS GENERALLY IN CONTRACTS - No director or
officer shall be disqualified by his office from contracting with the
Corporation nor shall any contract or arrangement entered into by or on behalf
of the Corporation with any director or officer or in which any director or
officer is in any way interested be liable to be voided nor shall any director
or officer so contracting or being so interested be liable to account to the
Corporation for any profit realized by any such contract or arrangement by
reason of such director or officer holding that office or of the fiduciary
relationship thereby established; provided that the director or officer shall
have complied with the provisions of the Canada Business Corporations Act.

                             SHAREHOLDERS' MEETINGS

4. QUORUM - At any meeting of shareholders, a quorum shall be two persons
present in person and each entitled to vote thereat and holding or representing
by proxy not less than twenty-five per cent of the votes entitled to be cast
thereat.



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                                 INDEMNIFICATION

5. INDEMNIFICATION OF DIRECTORS AND OFFICERS - The Corporation shall indemnify a
director or officer of the Corporation, a former director or officer of the
Corporation or a person who acts or acted at the Corporation's request as a
director or officer of a body corporate of which the Corporation is or was a
shareholder or creditor, and his heirs and legal representatives to the extent
permitted by the Canada Business Corporations Act.

6. INDEMNITY OF OTHERS - Except as otherwise required by the Canada Business
Corporations Act and subject to paragraph 5, the Corporation may from time to
time indemnify and save harmless any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was an employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee,
agent of or participant in another body corporate, partnership, joint venture,
trust or other enterprise, against expenses (including legal fees), judgments,
fines and any amount actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted honestly and in good faith with a
view to the best interests of the Corporation and, with respect to any criminal
or administrative action or proceeding that is enforced by a monetary penalty,
had reasonable grounds for believing that his conduct was lawful. The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction shall not, of itself, create a presumption that the person did not
act honestly and in good faith with a view to the best interests of the
Corporation and, with respect to any criminal or administrative action or
proceeding that is enforced by a monetary penalty, had no reasonable grounds for
believing that his conduct was lawful.

7. RIGHT OF INDEMNITY NOT EXCLUSIVE - The provisions for indemnification
contained in the by-laws of the Corporation shall not be deemed exclusive of any
other rights to which any person seeking indemnification may be entitled under
any agreement, vote of shareholders or directors or otherwise, both as to action
in his official capacity and as to action in another capacity, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs and legal representatives of
such a person.

8. NO LIABILITY OF DIRECTORS OR OFFICERS FOR CERTAIN MATTERS - To the extent
permitted by law, no director or officer for the time being of the Corporation
shall be liable for the acts, receipts, neglects or defaults of any other
director or officer


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or employee or for joining in any receipt or act for conformity or for any
loss, damage or expense happening to the Corporation through the
insufficiency or deficiency of title to any property acquired by the
Corporation or for or on behalf of the Corporation or for the insufficiency
or deficiency of any security in or upon which any of the moneys of or
belonging to the Corporation shall be placed out or invested or for any loss
or damage arising from the bankruptcy, insolvency or tortious act of any
person, firm or body corporate with whom or which any moneys, securities or
other assets belonging to the Corporation shall be lodged or deposited or for
any loss, conversion, misapplication or misappropriation of or any damage
resulting from any dealings with any moneys, securities or other assets
belonging to the Corporation or for any other loss, damage or misfortune
whatever which may happen in the execution of the duties of his respective
office or trust or in relation thereto unless the same shall happen by or
through his failure to act honestly and in good faith with a view to the best
interests of the Corporation and in connection therewith to exercise the
care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. If any director or officer of the Corporation shall
be employed by or shall perform services for the Corporation otherwise than
as a director or officer or shall be a member of a firm or a shareholder,
director or officer of a body corporate which is employed by or performs
services for the Corporation, the fact of his being a director or officer of
the Corporation shall not disentitle such director or officer or such firm or
body corporate, as the case may be, from receiving proper remuneration for
such services.

                     BANKING ARRANGEMENTS, CONTRACTS, ETC.

9. BANKING ARRANGEMENTS - The banking business of the Corporation, or any part
thereof, shall be transacted with such banks, trust companies or other financial
institutions as the board may designate, appoint or authorize from time to time
by resolution and all such banking business, or any part thereof, shall be
transacted on the Corporation's behalf by such one or more officers and/or other
persons as the board may designate, direct or authorize from time to time by
resolution and to the extent therein provided.

10. EXECUTION OF INSTRUMENTS - Contracts, documents or instruments in writing
requiring execution by the Corporation may be signed by any one of the Chairman,
President or Secretary together with any other director or officer, and all
contracts, documents or instruments in writing so signed shall be binding upon
the Corporation without any further authorization or formality. The board is
authorized from time to time by resolution to appoint any officer or officers or
any other person



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or persons on behalf of the Corporation to sign and deliver either contracts,
documents or instruments in writing generally or to sign either manually or by
facsimile signature and deliver specific contracts, documents or instruments in
writing. The term "contracts, documents or instruments in writing" as used in
this by-law shall include deeds, mortgages, charges, conveyances, powers of
attorney, transfers and assignments of property of all kinds including
specifically but without limitation transfers and assignments of shares,
warrants, bonds, debentures or other securities and all paper writings.

                                MISCELLANEOUS

11. INVALIDITY OF ANY PROVISIONS OF THIS BY-LAW - The invalidity or
unenforceability of any provision of this by-law shall not affect the validity
or enforceability of the remaining provisions of this by-law.

12. OMISSIONS AND ERRORS - The accidental omission to give any notice to any
shareholder, director, officer or auditor or the non-receipt of any notice by
any shareholder, director, officer or auditor or any error in any notice not
affecting the substance thereof shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon.

                               INTERPRETATION

13. INTERPRETATION - In this by-law and all other by-laws of the Corporation
words importing the singular number only shall include the plural and vice
versa; words importing the masculine gender shall include the feminine and
neuter genders; words importing persons shall include an individual,
partnership, association, body corporate, executor, administrator or legal
representative and any number or aggregate of persons; "articles" include the
original or restated articles of incorporation, articles of amendment, articles
of amalgamation, articles of continuance, articles of reorganization, articles
of arrangement and articles of revival; "board" shall mean the board of
directors of the Corporation; "Canada Business Corporations Act" shall mean
Canada Business Corporations Act, S.C. 1974-75, Chapter 33 as amended from time
to time or any Act that may hereafter be substituted therefor; and "meeting of
shareholders" shall mean and include an annual meeting of shareholders and a
special meeting of shareholders.



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     RESOLVED that the foregoing By-law No. 1 is made a by-law of the
Corporation.

     The undersigned, being the sole director of DEPRENYL RESEARCH LIMITED,
hereby signs the foregoing resolution.

DATED the 23RD day of OCTOBER, 1987.


                                    /s/ Morton Shulman
                                    -------------------------------
                                    Dr. Morton Shulman


     RESOLVED that the foregoing By-law No. 1 of the by-laws of the
Corporation is hereby confirmed.

     The undersigned, being the sole shareholder of DEPRENYL RESEARCH
LIMITED, hereby signs the foregoing resolution.

DATED the 23RD day of OCTOBER, 1987.


                                    /s/ Morton Shulman
                                    -------------------------------
                                    Dr. Morton Shulman