Exhibit 3.2
 SECOND AMENDED AND RESTATED
BYLAWS
OF
OSI PHARMACEUTICALS, INC.
 Table of Contents
 
 ARTICLE I
    
    OFFICES
    
    31.1
    
    Registered Office
    
    31.2
    
    Other Offices
    
    3ARTICLE II
    
    MEETINGS OF STOCKHOLDERS
    
    32.1
    
    Place
    
    32.2
    
    Date of Annual Meeting
    
    32.3
    
    Notice of Annual Meeting
    
    32.4
    
    List of Stockholders
    
    32.5
    
    Special Meetings
    
    42.6
    
    Notice of Special Meetings
    
    42.7
    
    Quorum
    
    42.8
    
    Voting
    
    42.9
    
    Notice of Stockholder Business and Nominations
    
    4ARTICLE III
    
    DIRECTORS
    
    63.1
    
    Size of Board
    
    63.2
    
    Election of Directors
    
    63.3
    
    Resignations
    
    63.4
    
    Removals
    
    73.5
    
    Vacancies
    
    73.6
    
    Powers
    
    73.7
    
    Meetings
    
    73.8
    
    First Meeting
    
    73.9
    
    Regular Meetings
    
    73.10
    
    Special Meetings
    
    73.11
    
    Quorum and Voting
    
    73.12
    
    Conference Telephone
    
    73.13
    
    Unanimous Consent
    
    73.14
    
    Committees
    
    73.15
    
    Minutes
    
    83.16
    
    Fees and Expenses
    
    8
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ARTICLE IV
    
    NOTICES
    
    84.1
    
    Methods of Notice
    
    84.2
    
    Waiver
    
    8ARTICLE V
    
    OFFICERS
    
    85.1
    
    Titles
    
    85.2
    
    Salaries
    
    85.3
    
    Terms
    
    85.4
    
    Resignations
    
    85.5
    
    Removals
    
    85.6
    
    Chairman of the Board
    
    95.7
    
    Chief Executive Officer
    
    95.8
    
    President
    
    95.9
    
    Vice Presidents
    
    95.10
    
    Secretary
    
    95.11
    
    Assistant Secretary
    
    95.12
    
    Treasurer
    
    95.13
    
    Assistant Treasurer
    
    9ARTICLE VI
    
    CERTIFICATES OF STOCK
    
    96.1
    
    Right to Certificate
    
    96.2
    
    Facsimile Signature
    
    106.3
    
    Lost Certificates
    
    106.4
    
    Record Date
    
    106.5
    
    Registered Stockholders
    
    106.6
    
    Transfer Agents and Registrars
    
    10ARTICLE VII
    
    GENERAL PROVISIONS
    
    107.1
    
    Dividends
    
    107.2
    
    Reserves
    
    107.3
    
    Stock of Other Corporations
    
    107.4
    
    Checks
    
    117.5
    
    Fiscal Year
    
    117.6
    
    Seal
    
    11ARTICLE VIII
    
    AMENDMENTS
    
    118.1
    
    Amendments
    
    11




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SECOND AMENDED AND RESTATED
 BYLAWS
 OF
 OSI PHARMACEUTICALS, INC.
 
 ARTICLE I
 OFFICES
 Registered Office
 Other Offices
 ARTICLE II
 MEETINGS OF STOCKHOLDERS
 Place
 Date of Annual Meeting
 Notice of Annual Meeting
 List of Stockholders
 3




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Special Meetings
 Notice of Special Meetings
 Quorum
 Voting
    4




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5




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ARTICLE III
 DIRECTORS
 Size of Board
 Election of Directors
 Resignations
 6




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Removals.
 Vacancies
 Powers
 Meetings
 First Meeting
 Regular Meetings
 Special Meetings
 Quorum and Voting
 Conference Telephone
 Unanimous Consent
 Committees
 7




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Minutes
 Fees and Expenses
 ARTICLE IV
 NOTICES
 Methods of Notice
 Waiver
 ARTICLE V
 OFFICERS
 Titles
 Salaries
 Terms
 Resignations
 Removals.
 8




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Chairman of the Board
 Chief Executive Officer
 President
 Vice Presidents
 Secretary
 Assistant Secretary
 Treasurer
 Assistant Treasurer
 ARTICLE VI
 CERTIFICATES OF STOCK
 Right to Certificate
 9




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Facsimile Signature
 Lost Certificates
 Record Date
 Registered Stockholders
 Transfer Agents and Registrars
 ARTICLE VII
 GENERAL PROVISIONS
 Dividends
 Reserves
 Stock of Other Corporations.
 10




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Checks
 Fiscal Year
 Corporate Seal
 ARTICLE VIII
 AMENDMENTS
 Amendments
 11