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AMENDED AND RESTATED BYLAWS
 OF
 ADAMS RESPIRATORY THERAPEUTICS, INC.
A DELAWARE CORPORATION




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TABLE OF CONTENTS
 PageARTICLE I OFFICE AND RECORDS
    
    
    1Section 1.1 Delaware Office
    
    
    1Section 1.2 Other Offices
    
    
    1Section 1.3 Books and Records
    
    
    1ARTICLE II STOCKHOLDERS
    
    
    1Section 2.1 Annual Meeting
    
    
    1Section 2.2 Special Meeting
    
    
    1Section 2.3 Place of Meeting
    
    
    1Section 2.4 Notice of Meeting
    
    
    1Section 2.5 Quorum and Adjournment
    
    
    2Section 2.6 Proxies
    
    
    2Section 2.7 Notice of Stockholder Business and Nominations
    
    
    2Section 2.8 Procedure for Election of Directors
    
    
    5Section 2.9 Inspectors of Elections
    
    
    5Section 2.10 Conduct of Meetings
    
    
    5Section 2.11 Consent of Stockholders in Lieu of Meeting
    
    
    6ARTICLE III BOARD OF DIRECTORS
    
    
    6Section 3.1 General Powers
    
    
    6Section 3.2 Number, Tenure and Qualifications
    
    
    6Section 3.3 Regular Meetings
    
    
    6Section 3.4 Special Meetings
    
    
    6Section 3.5 Action by Unanimous Consent of Directors
    
    
    7Section 3.6 Notice
    
    
    7Section 3.7 Conference Telephone Meetings
    
    
    7Section 3.8 Quorum
    
    
    7Section 3.9 Vacancies
    
    
    7Section 3.10 Committee
    
    
    8Section 3.11 Compensation of Directors
    
    
    8ARTICLE IV OFFICERS
    
    
    8Section 4.1 Elected Officers
    
    
    8Section 4.2 Election and Term of Office
    
    
    9Section 4.3 Chairman of the Board
    
    
    9Section 4.4 President and Chief Executive Officer
    
    
    9Section 4.5 Secretary
    
    
    9Section 4.6 Treasurer
    
    
    9Section 4.7 Removal
    
    
    10Section 4.8 Vacancies
    
    
    10
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PageARTICLE V STOCK CERTIFICATES AND TRANSFERS
    
    
    10Section 5.1 Stock Certificates and Transfers
    
    
    10ARTICLE VI INDEMNIFICATION
    
    
    10Section 6.1 Right to Indemnification
    
    
    10Section 6.2 Right to Advancement of Expenses
    
    
    11Section 6.3 Right of Indemnitee to Bring Suit
    
    
    11Section 6.4 Non-Exclusivity of Rights
    
    
    12Section 6.5 Insurance
    
    
    12ARTICLE VII MISCELLANEOUS PROVISIONS
    
    
    12Section 7.1 Fiscal Year
    
    
    12Section 7.2 Dividends
    
    
    12Section 7.3 Seal
    
    
    12Section 7.4 Waiver of Notice
    
    
    12Section 7.5 Audits
    
    
    13Section 7.6 Resignations
    
    
    13Section 7.7 Contracts
    
    
    13Section 7.8 Proxies
    
    
    13ARTICLE VIII AMENDMENTS
    
    
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Delaware Office
 Other Offices
 Books and Records
   Annual Meeting
 Special Meeting
 Place of Meeting
 Notice of Meeting




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Quorum and Adjournment
 Proxies
 Notice of Stockholder Business and Nominations
  2




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3




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4




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Procedure for Election of Directors
 Inspectors of Elections:
  Conduct of Meetings
    5




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Consent of Stockholders in Lieu of Meeting
   General Powers
 Number, Tenure and Qualifications
 Regular Meetings
 Special Meetings
 6




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Action By Unanimous Consent of Directors
 Notice
 Conference Telephone Meetings
 Quorum
 Vacancies
 7




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Committees
   Removal
 Compensation of Directors
   Elected Officers
 8




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Election and Term of Office
 Chairman of the Board
 President and Chief Executive Officer
 Secretary
 Treasurer
 9




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Removal
 Vacancies
   Stock Certificates and Transfers
     Right to Indemnification.
 10




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provided however
 Right to Advancement of Expenses provided however
 Right of Indemnitee to Bring Suit
 11




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Non-Exclusivity of Rights
 Insurance
   Fiscal Year
 Dividends
 Seal
 Waiver of Notice
 12




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Audits
 Resignations
 Contracts
 Proxies
 13




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Amendments
 14