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                                                                     Exhibit 3.2

                               GENAERA CORPORATION

                                   ARTICLE I

                                     Offices

     SECTION 1. Registered Office. The registered office of Genaera Corporation
(the "Corporation") in the State of Delaware shall be at Corporation Trust
Center, 1209 Orange Street, City of Wilmington, County of New Castle, and the
registered agent in charge thereof shall be The Corporation Trust Company.

     SECTION 2. Other Offices.  The Corporation may also have an office or
offices at other place or places within or without the State of Delaware.

                                   ARTICLE II

                   Meetings of Stockholders; Stockholders'
                          Consent in Lieu of Meeting

     SECTION 1. Annual Meetings. The annual meeting of the stockholders for the
election of directors, and for the transaction of such other business as may
properly come before the meeting, shall be held at such place, date and hour as
shall be fixed by the Board of Directors (the "Board") and designated in the
notice or waiver of notice thereof; except that no annual meeting need be held
if all actions, including the election of directors, required by the General
Corporation Law of the State of Delaware to be taken at a stockholders' annual
meeting are taken by written consent in lieu of meeting pursuant to Section 10
of this Article.

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     SECTION 2. Special Meetings. A special meeting of the stockholders for any
purpose or purposes may be called by the Board, the Chairman, if any, the
President or the Secretary to be held at such place, date and hour as shall be
designated in the notice or waiver of notice thereof.

     SECTION 3. Notice of Meetings. Except as otherwise required by statute or
by the Certificate of Incorporation or these By-laws, notice of each annual or
special meeting of the stockholders shall be given to each stockholder of record
entitled to vote at such meeting not less than 10 or more than 60 days before
the day on which the meeting is to be held, by delivering a typewritten or
printed notice thereof to him personally, or by mailing a copy of such notice,
postage prepaid, directly to each such stockholder at his address as it appears
in the records of the Corporation, or by transmitting notice thereof to him at
such address by telegraph, cable or telephone. Every such notice shall state the
place and the date and hour of the meeting, and, in case of a special meeting,
the purpose or purposes for which the meeting is called. Notice of any meeting
of stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy, or who shall, in person or by
attorney thereunto authorized, waive such notice in writing, either before or
after such meeting. Except as otherwise provided in these By-laws, neither the
business to be transacted at, nor the purpose of, any meeting of the
stockholders need be specified in any such waiver of notice. Notice of any
adjourned meeting of stockholders shall not be required to be given, except when
expressly required by law.

     SECTION 4. Quorum.  At each meeting of the stockholders, except where
otherwise provided by the Certificate of Incorporation or these By-laws, the

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holders of a majority of the issued and outstanding shares of stock of the
Corporation entitled to vote at such meeting, present in person or represented
by proxy, shall constitute a quorum for the transaction of business. In the
absence of a quorum a majority in interest of the stockholders present in person
or represented by proxy and entitled to vote, or, in the absence of all the
stockholders entitled to vote, any officer entitled to preside at, or act as
secretary of, such meeting, shall have the power to adjourn the meeting from
time to time, until stockholders holding the requisite amount of stock shall be
present or represented. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at the
meeting as originally called.

     SECTION 5. Organization.  At each meeting of the stockholders, one of the
following shall act as chairman of the meeting and preside thereat, in the
following order of precedence:

          (a)   the Chairman, if any;

          (b)   the President;

          (c)   any other officer of the Corporation designated by the Board
                of Directors to act as chairman of such meeting and to preside
                thereat if the Chairman, if any, or the President shall be
                absent from such meeting; or

          (d)   a stockholder of record who shall be chosen chairman of such
                meeting by a majority in voting interest of the stockholders
                present in person or by proxy and entitled to vote thereat.

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The Secretary, or if he shall be presiding over the meeting in accordance with
the provisions of this Section, or if he shall be absent from such meeting, the
person whom the chairman of such meeting shall appoint, shall act as secretary
of such meeting and keep the minutes thereof.

     SECTION 6. Order of Business. The order of business at each meeting of the
stockholders shall be determined by the chairman of such meeting, but such order
of business may be changed by a majority in voting interest of those present in
person or by proxy at such meeting and entitled to vote thereat.

     SECTION 7. Voting. Except as otherwise provided by law or by the
Certificate of Incorporation or these By-laws, at each meeting of the
stockholders, every stockholder of the Corporation shall be entitled to one vote
in person or by proxy for each share of stock of the Corporation held by him and
registered in his name on the books of the Corporation:

          (a)   on the date fixed pursuant to Section 7 of Article VI as the
     record date for the determination of stockholders entitled to vote at such
     meeting; or

          (b)   if no such record date shall have been fixed, 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.

A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting. Persons holding stock in a

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fiduciary capacity shall be entitled to vote the shares so held. Persons whose
stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor an the books of the Corporation, he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee or his proxy may represent such
stock and vote thereon. If shares or other securities having voting power stand
in the record of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary shall be given the written
notice to the contrary and shall be furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect:

           (a)  if only one votes, his act binds all;

           (b)  if more than one votes, the act of the majority so voting binds
                all; and

           (c)  if more than one votes, but the vote is evenly split on any
                particular matter, such shares shall be voted in the manner
                provided by law.

If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purposes of this Section shall be
the majority or even-split in interest. The Corporation shall not vote directly
or indirectly any share of its own capital stock. Any vote of stock may be given
by the stockholder entitled thereto in person or by his proxy appointed by an
instrument in writing, subscribed by such stockholder or by his attorney
thereunto authorized, delivered to the secretary of the

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meeting; provided, however, that no proxy shall be voted after three years from
its date, unless said proxy provides for a longer period. At all meetings of the
stockholders, all matters (except where other provision is made by law, by the
Certificate of Incorporation or these By-laws) shall be decided by the vote of a
majority in interest of the stockholders present in person or by proxy at such
meeting and entitled to vote thereon, a quorum being present. Unless demanded by
a stockholder present in person or by proxy at any meeting and entitled to vote
thereon, the vote on any question need not be by ballot. Upon a demand by any
such stockholder for a vote by ballot upon any question, such vote by ballot
shall be taken. On a vote by ballot, each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and shall state the
number of shares voted.

     SECTION 8. Inspection. The chairman of the meeting may at any time appoint
two or more inspectors to serve at any meeting of the stockholders. Any
inspector may be removed, and a new inspector or inspectors appointed, by the
Board at any time. Such inspectors shall decide upon the qualifications of
voters, accept and count votes, declare the results of such vote, and subscribe
and deliver to the secretary of the meeting a certificate stating the number of
shares of stock issued and outstanding and entitled to vote thereon and the
number of shares voted for and against the question, respectively. The
inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector other than a vote for or against
his election to any position with the Corporation or on any other matter in
which he may be directly interested. Before acting as herein provided, each
inspector shall subscribe an

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oath faithfully to execute the duties of an inspector with strict impartiality
and according to the best of his ability.

     SECTION 9. List or Stockholders. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of its stock ledger to
prepare and make, at least 10 days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat, 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 any such meeting,
during ordinary business hours, for a period of at least 10 days prior to such
meeting, either at a place within the city where such 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. Such 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 10. Stockholders' Consent In Lieu of Meeting. Any action
required by the General Corporation Law of the State of Delaware to be taken at
any annual or special meeting of the stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. In order that the
Corporation may determine the stockholders entitled to consent to

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corporate action in writing in lieu of meeting, 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 date shall not be more than
ten (10) days after the date upon which the resolution fixing the record date is
adopted by the Board. Any stockholder of record seeking to have the stockholders
authorize or take corporate action by written consent shall, by written notice
to the Secretary, request the Board to fix a record date. The Board shall
promptly, but in all events within ten (10) days after the date on which such
request is received, adopt a resolution fixing the record date. If no record
date has been fixed by the Board within ten (10) days of the date on which such
a request is received, the record date for determining stockholders entitled to
consent to corporate action in writing in lieu of meeting, when no prior action
by the Board is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or any officer or agent of the
Corporation having custody of the book in which proceedings of stockholders
meetings are recorded, to the attention of the Secretary of the Corporation.
Delivery shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board and prior action by the
Board is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing in lieu of
meeting shall be at the close of business on the date on which the Board adopts
the resolution taking such prior action.

     SECTION 11. Advance Notice Provisions for Election of Directors.  Only
persons who are nominated in accordance with the following procedures shall be
eligible

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for election as directors of the Corporation. Nominations of persons for
election to the Board may be made at any annual meeting of stockholders, or at
any special meeting of stockholders called for the purpose of electing
directors, (a) by or at the direction of the Board (or any duly authorized
committee thereof) or (b) by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 11 and on the record date for the determination of stockholders
entitled to vote at such meeting and (ii) who complies with the notice
procedures set forth in this Section 11.

                  In addition to any other applicable requirements, for a
nomination to be made by a stockholder such stockholder must have given timely
notice thereof in proper written form to the Secretary of the Corporation.

                  To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation (a) in the case of an annual meeting, not less than ninety (90) days
nor more than one hundred twenty (120) days prior to the date of the annual
meeting; provided, however, that in the event that less than one hundred (100)
days notice or prior public notice disclosure of the date of the annual meeting
is given or made to stockholders, notice by the stockholder in order to be
timely must be so received not later than the close of business on the tenth
(10th) day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made; and, if applicable and subject to special meeting by law (b) in the
case of a special meeting of stockholders called for the purpose of electing
directors, not later than ninety (90) days prior to the date of the special
meeting or the close of business on the tenth (10th) day following the

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day on which notice of the date of the special meeting was mailed or public
disclosure of the date of the special meeting was made, whichever first occurs.

                  To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the stockholder proposes to
nominate for election as a director (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment of
the person, (iii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by the person and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder; and (b) as to the
stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such
stockholder, (iv) a representation that such stockholder intends to appear in
person or by proxy, at the meeting to nominate the persons named in its notice
and (v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder.

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Such notice must be accompanied by a written consent of each proposed nominee to
being named as a nominee and to serve as a director if elected.

                 No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 11. If the Chairman of the meeting determines that a nomination was not
made in accordance with the foregoing procedures, the Chairman shall declare to
the meeting that the nomination was defective and such defective nomination
shall be disregarded.

                 SECTION 12. Advance Notice Provisions for Business to be
Transacted at Annual Meeting. No business may be transacted at an annual meeting
of stockholders, other than business that is either (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
(or any supplement thereto) given by or at the direction of the Board (or any
duly authorized committee thereof), (b) otherwise properly brought before the
annual meeting by or at the direction of the Board (or any duly authorized
committee thereof) or (c) otherwise properly brought before the annual meeting
by any stockholder of the Corporation (i) who is a stockholder of record on the
date of the giving of the notice provided for in this Section 11 and on the
record date for the determination of stockholders entitled to vote at such
annual meeting and (ii) who complies with the notice procedures set forth in
this Section.

                 In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation.

                 To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than

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ninety (90) days nor more than one hundred twenty (120) days prior to the date
of the annual meeting; provided, however, that in the event that less than one
hundred (100) days notice or prior public disclosure of the date of the annual
meeting is given or made to stockholders, notice by the stockholder in order to
be timely must be so received not later than the close of business on the tenth
(10th) day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs.

                  To be a proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of such stockholder
(iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such stockholder, (iv)
a description of all arrangements or understandings between such stockholder and
any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of such
stockholder in such business and (v) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.

                  No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance
with the procedure set forth in this Section 11, provided, however that, once
business has been properly brought before the annual meeting in accordance with
such procedures, nothing in this Section 11 shall be deemed to preclude
discussion by any stockholder of any such business. If the

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Chairman of an annual meeting determines that business was not properly brought
before the annual meeting in accordance with the foregoing procedures, the
Chairman shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted.

                                  ARTICLE III

                               Board of Directors

     SECTION 1.  General Powers. The business, property and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law or by
the Certificate of Incorporation directed or required to be exercised or done by
the stockholders.

     SECTION 2.  Number and Term of Office. The number of directors shall be
fixed from time to time by the whole Board. The term "whole Board" is used
herein to refer to the number of directors from time to time authorized to be on
the Board regardless of the number of directors then in office. Directors need
not be stockholders. Each director shall hold office until his successor is
elected and qualified, or until his earlier death or resignation or removal in
the manner hereinafter provided.

     SECTION 3. Election of Directors. At each meeting of the stockholders for
the election of directors at which a quorum is present, the persons receiving
the greatest number of votes, up to the number of directors to be elected, of
the stockholders present in person or by proxy and entitled to vote thereon
shall be the directors. Unless an election by ballot shall be demanded as
provided in Section 7 of Article II, election of directors may be conducted in
any manner approved at such meeting.

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     SECTION 4.  Resignation, Removal and Vacancies. Any director may resign at
any time by giving written notice to the Board, the Chairman, if any, the
President or the Secretary. Such resignation shall take effect at the time
specified therein or, if the time be not specified, upon receipt thereof; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

     Any director or the entire Board may be removed, with or without cause, at
any time by vote of the holders two-thirds of the shares then entitled to vote
at an election of directors, or by written consent of the stockholders pursuant
to Section 10 of Article II.

     Vacancies occurring in the Board for any reason may be filled by vote of
the stockholders or by their written consent pursuant to Section 10 of Article
II or by vote of the Board or by the directors' written consent pursuant to
Section 6 of this Article. If the number of directors then in office is less
than a quorum, such other vacancies may be filled by vote of a majority of the
directors then in office.

     SECTION 5.  Meetings.

     (A) Annual Meetings. As soon as practicable after each annual election of
directors, the Board shall meet for the purpose of organization and the
transaction of other business, unless it shall have transacted all such business
by written consent pursuant to Section 6 of this Article.

     (B) Other Meetings.  Other meetings of the Board shall be held at such
times and places as the Board, the Chairman, if any, or the President shall from
time to time determine.

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     (C) Notice of Meetings. The Secretary shall give notice to each director of
each meeting, including the time, place and purpose of such meeting. Notice of
each such meeting shall be mailed to each director, addressed to him at his
residence or usual place of business, at least two days before the day on which
such meeting is to be held, or shall be sent to him at such place by telegraph,
cable, wireless or other form of recorded communication, or be delivered
personally or by telephone not later than the day before the day on which such
meeting is to be held, but notice need not be given to any director who shall
attend such meeting. A written waiver or notice, signed by the person entitled
thereto, whether before or after the time of the meeting stated therein, shall
be deemed equivalent to notice.

     (D) Place of Meetings. The Board may hold its meetings at such place or
places within or without the State of Delaware as the Board may from time to
time determine, or as shall be designated in the respective notices or waivers
of notice thereof.

     (E) Quorum and Manner of Acting. One-third of the total number of directors
then in office (but not less than two if the number of directors is greater than
one) shall be present in person at any meeting of the Board in order to
constitute a quorum for the transaction of business at such meeting, and the
vote of a majority of those directors present at any such meeting at which a
quorum is present shall be necessary for the passage of any resolution or act of
the Board, except as otherwise expressly required by law or these By-laws. In
the absence of a quorum for any such meeting, a majority of the directors
present thereat may adjourn such meeting from time to time until a quorum shall
be present.

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     (F) Organization. At each meeting of the Board, one of the following shall
act as chairman of the meeting and preside, in the following order of
precedence:

         (b) the Chairman, if any;

         (c) the President (if a director);

         (d) any director chosen by a majority of the directors present.

The Secretary or, in the case of his absence, any person (who shall be an
Assistant Secretary, if an Assistant Secretary is present) whom the Chairman
shall appoint shall act as secretary of such meeting and keep the minutes
thereof.

     SECTION 6. Directors' Consent in Lieu of Meeting. Any action required or
permitted to be taken at any meeting of the Board may be taken without a
meeting, without prior notice and without a vote,if a consent in writing,
setting forth the action so taken, shall be signed by all the directors and such
consent is filed with the minutes of the proceedings of the Board.

     SECTION 7. Action by Means of Conference Telephone or Similar
Communications Equipment. Any one or more members of the Board may participate
in a meeting of the Board by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by such means shall
constitute presence in person at such meeting.

                                   ARTICLE IV

                                    Officers

     SECTION 1. Executive Officers.  The executive officers of the Corporation
shall be a President, a Secretary and a Treasurer and may include a

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Chairman and such other officers as the Board may appoint pursuant to Section 3
of this Article. Any two or more offices may be held by the same person.

     SECTION 2. Authority All officers, as between themselves and the
Corporation, shall have such authority and perform such duties in the management
of the Corporation as may be provided in these By-laws or, to the extent so
provided, by the Board.

     SECTION 3. Other Officers. The Corporation may have such other officers,
agents and employees as the Board may deem necessary, including one or more
Assistant Secretaries and one or more Assistant Treasurers, each of whom shall
hold office for such period, have such authority, and perform such duties as the
Board, the Chairman of the Board, if any, or the President may from time to time
determine. The Board may delegate to any principal officer the power to appoint
or remove any such officers, agents or employees.

     SECTION 4. Term of Office, Resignation Removal. All officers shall be
elected or appointed by the Board and shall hold office for such term as may be
prescribed by the Board. Each officer shall hold office until his successor has
been elected or appointed and qualified or his earlier death or resignation or
removal in the manner hereinafter provided. The Board may require any officer to
give security for the faithful performance of his duties.

     Any officer may resign at any time by giving written notice to the Board or
to the chairman, if any, the President or the Secretary, and such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective is not

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specified therein, at the time it is accepted by action of the Board. Except as
aforesaid, the acceptance of such resignation shall not be necessary to make it
effective.

     All officers and agents elected or appointed by the Board shall be subject
to removal at any time by the Board or by the stockholders of the Corporation
with or without cause.

     SECTION 5. Vacancies. If the office of President, Secretary or Treasurer
becomes vacant for any reason, the Board shall fill such vacancy, and if any
other office becomes vacant, the Board may fill such vacancy. Any officer so
appointed or elected by the Board shall serve only until such time as the
unexpired term of his predecessor shall have expired unless reelected or
reappointed by the Board.

     SECTION 6. Chairman of the Board. If there shall be a Chairman of the
Board, he shall preside at meetings of the Board and of the stockholders at
which he is present, and shall give counsel and advise to the Board and the
officers of the Corporation on all subjects concerning the welfare of the
Corporation and the conduct of its business. He shall perform such other duties
as the Board may from time to time determine.

     SECTION 7. The President. The President shall be the Chief Executive
Officer of the Corporation and unless the Chairman be appointed and present or
the Board has provided otherwise by resolution, he shall preside at all meetings
of the Board and the stockholders at which he is present. He shall have general
and active management and control of the business and affairs of the Corporation
subject to the control of the Board, and shall see that all orders and
resolutions of the Board are carried into effect.

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     SECTION 8. The Secretary. The Secretary shall, to the extent practicable,
attend all meetings of the Board and all meetings of the stockholders and shall
record all votes and the minutes of all proceedings in a book to be kept for
that purpose. He shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board, and shall perform such other duties as may be
prescribed by the Board, the Chairman, if any, or the President, under whose
supervision he shall act. He shall keep in safe custody the seal of the
Corporation and affix the same to any duly authorized instrument requiring it
and, when so affixed, it shall be attested by his signature or by the signature
of the Treasurer or, if appointed, an Assistant Secretary or an Assistant
Treasurer. He shall keep in safe custody the certificate books and stockholder
records and such other books and records as the Board may direct and shall
perform all other duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Chairman, if any,
President or the Board.

     SECTION 9. The Treasurer. The Treasurer shall have the care and custody of
the corporate funds and other valuable effects, including securities, and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation, and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as may be
designated by the Board. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chairman, if any, President and
directors, at the regular meetings of the Board, or whenever they may require
it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation; and, in general, perform all the duties incident
to the office

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of Treasurer and such other duties as from time to time may be assigned to him
by the Chairman, if any, President or the Board.

                                   ARTICLE V

                 Contracts, Checks, Drafts, Bank Accounts, Etc.

     SECTION 1. Execution of Documents. The Board shall designate the officers,
employees and agents of the Corporation who shall have power to execute and
deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other
orders for the payment of money and other documents for and in the name of the
Corporation, and may authorize such officers, employees and agents to delegate
such power (including authority to redelegate) by written instrument to other
officers, employees or agents of the Corporation; and, unless so designated or
expressly authorized by these By-laws, no officer or 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 pecuniarily for any
purpose or to any amount.

     SECTION 2. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Board or Treasurer, or any other officer of the Corporation to
whom power in this respect shall have been given by the Board, shall select.

     SECTION 3. Proxies in Respect of Stock or Other Securities of Other
Corporations. The Board shall designate the officers of the Corporation who
shall have authority from time to time to appoint an agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the powers
and rights which the Corporation may have as the holder of stock or other
securities in any other corporation, and to vote or

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consent in respect of such stock or securities. Such designated officers may
instruct the person or persons so appointed as to the manner of exercising such
powers and rights, and such designated officers may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, powers of attorney or other
instruments as they may deem necessary or proper in order that the Corporation
may exercise its said powers and rights.

                                   ARTICLE VI

                  Shares and Their Transfer; Fixing Record Date

     SECTION 1. Certificates for Shares. Every owner of stock of the Corporation
shall be entitled to have a certificate certifying the number and class of
shares owned by him in the Corporation, which shall otherwise be in such form as
shall be prescribed by the Board. Certificates shall be issued in consecutive
order and shall be numbered in the order of their issue, and shall be signed by,
or in the name of, the Corporation by the Chairman, if any, the President or any
Vice President and by the Treasurer (or an Assistant Treasurer, if appointed) or
the Secretary (or an Assistant Secretary, if appointed). In case any officer or
officers who shall have signed any such certificate or certificates shall cease
to be such officer or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates shall have
been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate had not ceased to be such
officer or officers of the Corporation.

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     SECTION 2. Record. A record (herein called the stock record) in one or more
counterparts shall be kept of the name of the person, firm or corporation owning
the shares represented by each certificate for stock of the Corporation issued,
the number of shares represented by each such certificate, the date thereof and,
in the case of cancellation, the date of cancellation. Except as otherwise
expressly required by law, the person in whose name shares of stock stand on the
stock record of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation.

     SECTION 3. Transfer and Registration of Stock.

         (a)    The transfer of stock and certificates of stock which represent
the stock of the Corporation shall be governed by Article 8 of Subtitle 1 of
Title 6 of the Delaware Code (the Uniform Commercial Code), as amended from time
to time.

         (b)    Registration of transfers of shares of the Corporation shall be
made only an the books of the Corporation upon request of the registered holder
thereof, or of his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and upon the surrender
of the certificate or certificates for such shares properly endorsed or
accompanied by a stock power duly executed.

     SECTION 4. Addresses of Stockholders. Each stockholder shall designate to
the Secretary an address at which notices of meetings and all other corporate
notices may be served or mailed to him, and, if any stockholder shall fail to
designate such address, corporate notices may be served upon him by mail
directed to him at his

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post office address, if any, as the same appears on the share record books of
the Corporation or at his last known post-office address.

     SECTION 5. Lost, Destroyed and Mutilated Certificates. The holder of any
shares of the Corporation shall immediately notify the Corporation of any loss,
destruction or mutilation of the certificate therefor, and the Board may, in its
discretion, cause to be issued to him a new certificate or certificates for
shares, upon the surrender of the mutilated certificates or, in the case of loss
or destruction of the certificate, upon satisfactory proof of such loss or
destruction, and the Board may, in its discretion, require the owner of the lost
or destroyed certificate or his legal representative to give the Corporation a
bond in such sum and with such surety or sureties as it may direct to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate.

     SECTION 6. Regulations. The Board may make such rules and regulations as it
may deem expedient, not inconsistent with these By-laws, concerning the issue,
transfer and registration of certificates for stock of the Corporation.

     SECTION 7. 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, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action. A determination of stockholders entitled to notice

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<PAGE>

of or to vote at a meeting of the stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.

                                  ARTICLE VII

                                      Seal

     The Board may provide a corporate seal, which shall be in the form of a
circle and shall bear the full name of the Corporation and the words and figures
"Corporate Seal Delaware."

                                  ARTICLE VIII

                                   Fiscal Year

     The fiscal year of the Corporation shall be determined by the Board of
Directors.

                                   ARTICLE IX

                          Indemnification and Insurance

     SECTION 1. Indemnification.  (a) To the fullest extent permitted by the
Delaware General Corporation Law as the same exists or may hereafter be amended,
a director of this Corporation shall not be liable to the Corporation or its
stockholders for breach of fiduciary duty as a director.

         (b)    Any person made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by the reason of the fact that he,
his testator or intestate is or was a director, officer, employee or agent of
the Corporation shall be indemnified by

                                       24

<PAGE>

the Corporation against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, or in connection with any
appeal therein; provided, that such person acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Corporation, or with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct unlawful; except that no indemnification
shall be made in the case of an action, suit or proceeding by or in the right of
the Corporation in relation to matters as to which it shall be adjudged in such
action, suit or proceeding that such director, officer, employee or agent is
liable to the Corporation, unless a court having jurisdiction shall determine
that, despite such adjudication, such person is fairly and reasonably entitled
to indemnification.

         c)     Without limitation of any right conferred by paragraph (a) of
this Section, any person made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he, his
testator or intestate is or was a director, officer, employee or agent of the
Corporation, or is or was acting at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise including, without limitation, as a fiduciary
of, or otherwise rendering services to, any employee benefit plan of or relating
to the Corporation, shall be indemnified by the Corporation against expenses
(including attorneys' fees), judgments, fines, excise taxes and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, or in connection with any appeal therein; provided,
that such person acted in good faith and in

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<PAGE>

a manner he reasonably believed to be in, or not opposed to, the best interests
of the Corporation, or with respect to a criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; except that no
indemnification shall be made in the case of an action, suit or proceeding by or
in the right of the Corporation in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such director, officer,
employee or agent is liable to the Corporation unless a court having
jurisdiction shall determine that, despite such adjudication, such person is
fairly and reasonably entitled to indemnification.

               (d)   The foregoing rights of indemnification shall not be deemed
exclusive of any other rights to which any director, officer, employee or agent
may be entitled or of any power of the Corporation apart from the provisions of
this Section.

          SECTION 2. Insurance for Indemnification. The Corporation may purchase
and maintain insurance for the indemnification of the Corporation and the
directors, officers, employees and agents of the Corporation to the full extent
and in the manner permitted by the applicable laws of the United States and the
State of Delaware from time to time in effect.

                                   ARTICLE X

                               Securities Matters

          SECTION 1. Grant of Stock Options. In no event shall the Corporation
grant any stock option, including any stock appreciation right, with an exercise
price that is less than 100% of the fair market value of the underlying stock on
the date of grant. As used in this Section 1, the term "fair market value" shall
mean the closing sale price of

                                       26

<PAGE>

the common stock on the date of grant, or if the date of grant is not a date on
which the common stock is publicly traded, on the next trading day, or if fair
market value is defined differently under the relevant existing plan as in
effect on the date hereof, as so defined in such plan. Unless indicated
otherwise in the relevant existing plan as in effect on the date hereof, for the
purposes of determining the closing prices, reference shall be made to the
principal trading market on which the Corporation's common stock is listed or,
if not so listed, to the OTC Bulletin Board or any successor trading or
quotation facility or, if not so included in such facility, to any other
interdealer trading system with respect to which last sale information is
publicly disseminated or, if not so available, to any other written or
electronically published information that the Board of Directors, in its good
faith judgment, deems appropriate (and, if such other information does not
reference last sale price on a regular basis, the references to "closing sale
price" shall mean the average of the last available bid and ask quotations
contained in such publication). In the absence of any of the foregoing, fair
market value shall be determined in good faith by the Board of Directors.

          SECTION 2. Option Repricing. In no event shall the Corporation reduce
the exercise price of any stock option, including any stock appreciation right,
outstanding or to be granted in the future; cancel and re-grant options at a
lower exercise price (including entering into any "6 month and 1 day"
cancellation and re-grant scheme), whether or not the cancelled options are put
back into the available pool for grant; replace options having an exercise price
that is greater than the fair market value of the underlying common stock with
restricted stock in an exchange, buy-back or other transaction; or replace any
options with new options having a lower exercise price or

                                       27

<PAGE>

accelerated vesting schedule in an exchange, buy-back or other transaction. As
used in this Section 2, the term "fair market value" shall mean the closing sale
price of the common stock on the date the options are replaced, or if the date
of replacement is not a date on which the common stock is publicly traded, on
the next trading day or, if fair market value is defined differently under the
relevant existing plan as in effect on May 16, 2002, as so defined in such plan.
The "closing sale price" referenced in the previous sentence shall be determined
in accordance with the last two sentences of Section 1 above.

            SECTION 3. Restrictions on Issuances of Securities.

      (a) In no event shall the Corporation sell or issue any security of the
Corporation convertible, exercisable or exchangeable into shares of common stock
of the Corporation, having a conversion, exercise or exchange price per share
which is subject to downward adjustment based on the market price of the common
stock at the time of the conversion, exercise or exchange of such security into
common stock.

      (b) In no event shall the Corporation enter into (i) any equity line or
similar agreement or arrangement; or (ii) any agreement to sell common stock of
the Corporation (or any security convertible, exercisable or exchangeable into
shares of common stock ("Common Stock Equivalent") at a price per share (or,
with respect to a Common Stock Equivalent, at a conversion, exercise or exchange
price, as the case may be ("Equivalent Price") that is fixed after the execution
date of the agreement, whether or not based on predetermined price-setting
formula or calculation method. Notwithstanding the foregoing, a price protection
clause shall be permitted in an agreement for sale of common stock or a Common
Stock Equivalent or, with respect to a Common Stock

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<PAGE>

Equivalent, to the Equivalent Price (provided that such price or Equivalent
Price is fixed on or before the execution date of the agreement) (each, the
"Fixed Price") in the event that the Corporation, during the period beginning on
the date of the transaction and ending no later than 90 days after the closing
date of the transaction, sells shares of common stock or Common Stock Equivalent
to another investor at a price or Equivalent Price, as the case may be, below
the Fixed Price. As used in this Section 3(b), the term "equity line" means an
agreement between the Corporation and an investor under which the Corporation
has the right to "put" its common stock to an investor at a future time in
exchange for a specified dollar amount.

          SECTION 4. General. Notwithstanding any of the foregoing provisions of
this Article X, the provisions of Section 1, Section 2 and Section 3 of this
Article X (a) shall not restrict or prevent the application of (i) any provision
in any Common Stock Equivalent (including, without limitation, any stock option
or stock appreciation right) existing on May 16, 2002 (provided, that, except
for the reduction in price of outstanding stock options pursuant to antidilution
provisions contained therein as of the date hereof, this exception shall not be
applicable to Section 2 above) or (ii) any provisions in any future Common Stock
Equivalent designed to prevent dilution resulting from any stock splits, stock
dividends, or similar transactions or to provide equitable adjustments in the
event of mergers, consolidations or similar transactions and (b) shall not be
applicable to common stock or Common Stock Equivalents issued for non-monetary
consideration in connection with "strategic" partnerships, collaborations,
arrangements, license agreements, ventures or other transactions that are not
effected principally for capital raising purposes with any pharmaceutical or
biotechnology company that owns less than

                                       29

<PAGE>

five percent (5%) of the Corporation's voting securities and is not an
"affiliate" (within the meaning of Rule 405 under the Securities Act of 1933, as
amended) of the Corporation, including, without limitation, common stock or
Common Stock Equivalents that may be issued upon the achievement of stated
developmental, regulatory or revenue milestones.

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<PAGE>

                                   ARTICLE XI

                                   Amendments

          SECTION 1. General. Unless set forth elsewhere in these By-Laws, any
by-law (including these By-Laws) may be adopted, amended or repealed by the vote
of the holders of a majority of the shares then entitled to vote at an election
of directors or by consent of the stockholders pursuant to Section 10 of Article
II, or by the vote of the Board or by the directors' written consent pursuant to
Section 6 of Article III.

          SECTION 2. Article X. Any amendment, repeal or waiver of any of the
provisions of Article X or this Article XI Section 2 requires the affirmative
vote of the holders of the majority of the shares of common stock of the
Corporation outstanding.

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