---



##### 



ARTICLE I. CORPORATE OFFICES
    
    
    11.1. Registered Office
    
    
    11.2. Other Offices
    
    
    1ARTICLE II. MEETINGS OF STOCKHOLDERS
    
    
    12.1. Place of Meetings
    
    
    12.2. Annual Meeting
    
    
    12.3. Special Meeting
    
    
    22.4. Notice of Stockholders Meetings; Affidavit of Notice
    
    
    22.5. Advance Notice of Stockholder Nominees and Other Stockholder Proposals
    
    
    32.6. Quorum
    
    
    42.7. Adjourned Meeting; Notice
    
    
    42.8. Organization; Conduct of Business
    
    
    42.9. Voting
    
    
    52.10. Waiver of Notice
    
    
    52.11. Record Date for Stockholder Notice; Voting
    
    
    52.12. Proxies
    
    
    6ARTICLE III. DIRECTORS
    
    
    63.1. Powers
    
    
    63.2. Number of Directors
    
    
    63.3. Election, Qualification and Term of Office of Directors
    
    
    73.4. Resignation and Vacancies
    
    
    73.5. Place of Meetings; Meetings by Telephone
    
    
    83.6. Regular Meetings
    
    
    83.7. Special Meetings; Notice
    
    
    83.8. Quorum
    
    
    93.9. Waiver of Notice
    
    
    93.10. Board Action by Written Consent Without a Meeting
    
    
    93.11. Fees and Compensation of Directors
    
    
    103.12. Approval of Loans to Officers
    
    
    103.13. Removal of Directors
    
    
    103.14. Chairman of the Board of Directors
    
    
    11
  i




---



##### 



ARTICLE IV. COMMITTEES
    
    
    114.1. Committees of Directors
    
    
    114.2. Committee Minutes
    
    
    114.3. Meetings and Action of Committees
    
    
    12ARTICLE V. OFFICERS
    
    
    125.1. Officers
    
    
    125.2. Appointment of Officers
    
    
    125.3. Subordinate Officers
    
    
    125.4. Removal and Resignation of Officers
    
    
    125.5. Vacancies in Offices
    
    
    135.6. Chief Executive Officer
    
    
    135.7. President
    
    
    135.8. Vice Presidents
    
    
    135.9. Secretary
    
    
    135.10. Chief Financial Officer
    
    
    145.11. Representation of Shares of Other Corporations
    
    
    145.12. Authority and Duties of Officers
    
    
    14ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
    
    
    156.1. Indemnification of Directors and Officers
    
    
    156.2. Indemnification of Others
    
    
    156.3. Payment of Expenses in Advance
    
    
    156.4. Indemnity Not Exclusive
    
    
    156.5. Insurance
    
    
    166.6. Conflicts
    
    
    16ARTICLE VII. RECORDS AND REPORTS
    
    
    167.1. Maintenance and Inspection of Records
    
    
    167.2. Inspection by Directors
    
    
    17ARTICLE VIII. GENERAL MATTERS
    
    
    178.1. Checks
    
    
    178.2. Execution of Corporate Contracts and Instruments
    
    
    178.3. Stock Certificates; Partly Paid Shares
    
    
    178.4. Special Designation on Certificates
    
    
    188.5. Lost Certificates
    
    
    188.6. Construction; Definitions
    
    
    19
  ii




---



##### 



8.7. Dividends
    
    
    198.8. Fiscal Year
    
    
    198.9. Seal
    
    
    198.10. Transfer of Stock
    
    
    198.11. Stock Transfer Agreements
    
    
    198.12. Registered Stockholders
    
    
    208.13. Facsimile Signatures
    
    
    20ARTICLE IX. AMENDMENTS
    
    
    20
  iii




---



##### 



AMENDED AND RESTATED
BYLAWS
OF
CYCLACEL PHARMACEUTICALS, INC.
 ARTICLE I  CORPORATE OFFICES
 Registered Office .
  Other Offices .
  ARTICLE II  MEETINGS OF STOCKHOLDERS
 Place of Meetings .
  Annual Meeting .
     1




---



##### 



Special Meeting .
     Notice of Stockholders Meetings; Affidavit of Notice .
   2




---



##### 



Advance Notice of Stockholder Nominees and Other Stockholder Proposals .
   3




---



##### 



Quorum .
  Adjourned Meeting; Notice .
  Organization; Conduct of Business .
   4




---



##### 



Voting .
     Waiver of Notice .
   5




---



##### 



Record Date for Stockholder Notice; Voting .
     Proxies .
  ARTICLE III  DIRECTORS
 Powers .
   6




---



##### 



Number of Directors .
   Election, Qualification and Term of Office of Directors .
   Resignation and Vacancies .
      7




---



##### 



Place of Meetings; Meetings by Telephone .
  Regular Meetings .
  Special Meetings; Notice .
    8




---



##### 



Quorum .
   Waiver of Notice .
  Board Action by Written Consent Without a Meeting .
    9




---



##### 



Fees and Compensation of Directors .
  Approval of Loans to Officers .
  Removal of Directors .
     10




---



##### 



Chairman of the Board of Directors .
  ARTICLE IV  COMMITTEES
 Committees of Directors .
   Committee Minutes .
   11




---



##### 



Meetings and Action of Committees .
  ARTICLE V  OFFICERS
 Officers .
  Appointment of Officers .
  Subordinate Officers .
  Removal and Resignation of Officers .
   12




---



##### 



Vacancies in Offices .
  Chief Executive Officer .
  President .
  Vice Presidents .
   13




---



##### 



Secretary .
    Chief Financial Officer .
   Representation of Shares of Other Corporations .
   14




---



##### 



Authority and Duties of Officers .
  ARTICLE VI  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,  AND OTHER AGENTS
 Indemnification of Directors and Officers .
  Indemnification of Others .
  Payment of Expenses in Advance .
   15




---



##### 



Indemnity Not Exclusive .
  Insurance .
  Conflicts .
    ARTICLE VII  RECORDS AND REPORTS
 Maintenance and Inspection of Records .
   16




---



##### 



Inspection by Directors .
  ARTICLE VIII  GENERAL MATTERS
 Checks .
  Execution of Corporate Contracts and Instruments .
   17




---



##### 



Stock Certificates; Partly Paid Shares .
   Special Designation on Certificates .
  Lost Certificates .
   18




---



##### 



Construction; Definitions .
  Dividends .
   Fiscal Year .
  Seal .
  Transfer of Stock .
  Stock Transfer Agreements .
   19




---



##### 



Registered Stockholders .
  Facsimile Signatures .
  ARTICLE IX  AMENDMENTS
   20