AMENDED AND RESTATED
BYLAWS
OF
TULARIK INC.
(A DELAWARE CORPORATION)

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TABLE OF CONTENTS

|                                    |                                                          | Page                    
|----------------------------------- | -------------------------------------------------------- | ------------------------
|Article I  Offices                  |                                                          | 1                       
|                                    | Section 1.  Registered Office                            |                         
|                                    | Section 2.  Other Offices                                |                         
|Article II  Corporate Seal          |                                                          | 1                       
|                                    | Section 3.  Corporate Seal                               |                         
|Article III  Stockholders' Meetings |                                                          | 1                       
|                                    | Section 4.  Place Of Meetings                            |                         
|                                    | Section 5.  Annual Meetings                              |                         
|                                    | Section 6.  Special Meetings                             |                         
|                                    | Section 7.  Notice Of Meetings                           |                         
|                                    | Section 8.  Quorum                                       |                         
|                                    | Section 9.  Adjournment And Notice Of Adjourned Meetings |                         
|                                    | Section 10.  Voting Rights.                              |                         
|                                    | Section 11.  Joint Owners Of Stock.                      |                         
|                                    | Section 12.  List Of Stockholders                        |                         
|                                    | Section 13.  Action Without Meeting                      |                         
|                                    | Section 14.  Organization                                |                         
|Article IV  Directors               |                                                          | 6                       
|                                    | Section 15.  Number And Term Of Office                   |                         
|                                    | Section 16.  Powers                                      |                         
|                                    | Section 17.  Classes Of Directors                        |                         
|                                    | Section 18.  Vacancies                                   |                         
|                                    | Section 19.  Resignation                                 |                         
|                                    | Section 20.  Removal                                     |                         
|                                    | Section 21.  Meetings                                    |                         
|                                    |                                                          | (a)  Annual Meetings    
|                                    |                                                          | (b)  Regular Meetings   
|                                    |                                                          | (c)  Special Meetings   
|                                    |                                                          | (d)  Telephone Meetings 
|                                    |                                                          | (e)  Notice Of Meetings 
|                                    |                                                          | (f)  Waiver Of Notice   
|                                    | Section 22.  Quorum And Voting                           |                         
|                                    | Section 23.  Action Without Meeting                      |                         
|                                    | Section 24.  Fees And Compensation                       |                         
|                                    | Section 25.  Committees                                  |                         
|                                    |                                                          | (a)  Executive Committee
|                                    |                                                          | (b)  Other Committees   

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|                                                                                                 |                                                                                                           | (c)  Term                                         |    | 8 
|------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------- | ------------------------------------------------- | -- | --
|                                                                                                 |                                                                                                           | (d)  Meetings                                     |    | 9 
|                                                                                                 | Section 26.  Organization                                                                                 |                                                   | 9 
|Article V  Officers                                                                              |                                                                                                           | 9                                                
|                                                                                                 | Section 27.  Officers Designated                                                                          |                                                   | 9 
|                                                                                                 | Section 28.  Tenure And Duties Of Officers                                                                |                                                   | 9 
|                                                                                                 |                                                                                                           | (a)  General                                      |    | 9 
|                                                                                                 |                                                                                                           | (b)  Duties Of Chairman Of The Board Of Directors |    | 9 
|                                                                                                 |                                                                                                           | (c)  Duties Of President                          |    | 10
|                                                                                                 |                                                                                                           | (d)  Duties Of Vice Presidents                    |    | 10
|                                                                                                 |                                                                                                           | (e)  Duties Of Secretary                          |    | 10
|                                                                                                 |                                                                                                           | (f)  Duties Of Chief Financial Officer            |    | 10
|                                                                                                 | Section 29.  Delegation Of Authority                                                                      |                                                   | 10
|                                                                                                 | Section 30.  Resignations                                                                                 |                                                   | 10
|                                                                                                 | Section 31.  Removal                                                                                      |                                                   | 11
|Article VI  Execution Of Corporate Instruments And Voting Of Securities Owned By The Corporation |                                                                                                           | 11                                               
|                                                                                                 | Section 32.  Execution Of Corporate Instruments                                                           |                                                   | 11
|                                                                                                 | Section 33.  Voting Of Securities Owned By The Corporation                                                |                                                   | 11
|Article VII  Shares Of Stock                                                                     |                                                                                                           | 11                                               
|                                                                                                 | Section 34.  Form And Execution Of Certificates.                                                          |                                                   | 11
|                                                                                                 | Section 35.  Lost Certificates                                                                            |                                                   | 12
|                                                                                                 | Section 36.  Transfers                                                                                    |                                                   | 12
|                                                                                                 | Section 37.  Fixing Record Dates                                                                          |                                                   | 12
|                                                                                                 | Section 38.  Registered Stockholders                                                                      |                                                   | 13
|Article VIII  Other Securities Of The Corporation                                                |                                                                                                           | 13                                               
|                                                                                                 | Section 39.  Execution Of Other Securities                                                                |                                                   | 13
|Article IX  Dividends                                                                            |                                                                                                           | 13                                               
|                                                                                                 | Section 40.  Declaration Of Dividends                                                                     |                                                   | 13
|                                                                                                 | Section 41.  Dividend Reserve                                                                             |                                                   | 14
|Article X  Fiscal Year                                                                           |                                                                                                           | 14                                               
|                                                                                                 | Section 42.  Fiscal Year                                                                                  |                                                   | 14
|Article XI  Indemnification                                                                      |                                                                                                           | 14                                               
|                                                                                                 | Section 43.  Indemnification Of Directors, Executive Officers, Other Officers, Employees And Other Agents |                                                   | 14
|                                                                                                 |                                                                                                           | (a)  Directors And Executive Officers             |    | 14
|                                                                                                 |                                                                                                           | (b)  Other Officers, Employees and Other Agents   |    | 14
|                                                                                                 |                                                                                                           | (c)  Expenses                                     |    | 14
|                                                                                                 |                                                                                                           | (d)  Enforcement                                  |    | 15

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|                               |                                              | (e)  Non-Exclusivity Of Rights                            |    | 15
|------------------------------ | -------------------------------------------- | --------------------------------------------------------- | -- | --
|                               |                                              | (f)  Survival Of Rights                                   |    | 15
|                               |                                              | (g)  Insurance                                            |    | 15
|                               |                                              | (h)  Amendments                                           |    | 15
|                               |                                              | (i)  Saving Clause                                        |    | 15
|                               |                                              | (j)  Certain Definitions                                  |    | 16
|Article XII  Notices           |                                              | 16                                                       
|                               | Section 44.  Notices.                        |                                                           | 16
|                               |                                              | (a)  Notice To Stockholders                               |    | 16
|                               |                                              | (b)  Notice To Directors                                  |    | 16
|                               |                                              | (c)  Affidavit Of Mailing                                 |    | 17
|                               |                                              | (d)  Time Notices Deemed Given                            |    | 17
|                               |                                              | (e)  Methods Of Notice                                    |    | 17
|                               |                                              | (f)  Failure To Receive Notice                            |    | 17
|                               |                                              | (g)  Notice To Person With Whom Communication Is Unlawful |    | 17
|                               |                                              | (h)  Notice To Person With Undeliverable Address          |    | 17
|Article XIII  Amendments       |                                              | 18                                                       
|                               | Section 45.  Amendments                      |                                                           | 18
|Article XIV  Loans To Officers |                                              | 18                                                       
|                               | Section 46.  Loans To Officers               |                                                           | 18
|Article XV  Miscellaneous      |                                              | 18                                                       
|                               | Section 47.  Annual Report                   |                                                           | 18
|                               | Section 48.  Election under DGCL Section 203 |                                                           | 18

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AMENDED AND RESTATED    BYLAWS    OF    TULARIK INC.    (A DELAWARE CORPORATION)

ARTICLE I    OFFICES

Section 1.Registered Office.The registered
office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.

Section 2.Other Offices.The corporation shall
also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the
State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II    CORPORATE SEAL

Section 3.Corporate Seal.The corporate seal
shall consist of a die bearing the name of the corporation and the inscription, "Corporate Seal-Delaware." Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

ARTICLE III    STOCKHOLDERS' MEETINGS

Section 4.Place Of Meetings.Meetings of the
stockholders of the corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so designated,
then at the office of the corporation required to be maintained pursuant to Section 2 hereof.

Section 5.Annual Meetings.



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Section 6.Special Meetings.



Section 7.Notice Of Meetings.Except as
otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before
the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and
purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his
attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof
had been given.

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Section 8.Quorum.At all meetings of
stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority
of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to
time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders
present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority of the vote cast, excluding abstentions, at any
meeting at which a quorum is present shall be valid and binding upon the corporation;provided, however,that directors shall be elected by a plurality
of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is
required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in
person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Certificate of
Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such
class or classes or series shall be the act of such class or classes or series.

Section 9.Adjournment And Notice Of Adjourned
Meetings.Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a
majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the
adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 10.Voting Rights.For the purpose of
determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the
corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so
either in person or by an agent or agents authorized by a proxy granted in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted after three
(3) years from its date of creation unless the proxy provides for a longer period.

Section 11.Joint Owners Of Stock.If shares or
other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the
entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is
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 (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but
the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the DGCL,
Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection
(c) shall be a majority or even-split in interest.

Section 12.List Of Stockholders.The Secretary
shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said

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meeting, arranged in alphabetical order, 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 the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time
and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 13.Action Without Meeting.



Section 14.Organization.



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ARTICLE IV    DIRECTORS

Section 15.Number and Term Of Office.The
authorized number of directors of the corporation shall be seven. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause, the directors shall not
have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

Section 16.Powers.The powers of the
corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

Section 17.Board Of Directors.Subject to the
rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, directors shall be elected at each annual meeting of stockholders for a term of one
year. Each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors
shall shorten the term of any incumbent director.

Section 18.Vacancies.



Section 19.Resignation.Any director may resign
at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of
the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors,
effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each

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Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified.

Section 20.Removal.The Board of Directors or
any individual director may be removed from office at any time (a) with cause by the affirmative vote of the holders of a majority of the voting power of all the then-outstanding
shares of voting stock of the corporation, entitled to vote at an election of directors or (b) without cause by the affirmative vote of the holders of at least sixty-six and
two-thirds percent (662/3%) of the voting power of all the then-outstanding shares of the voting stock of the corporation entitled to vote at an election of
directors.

Section 21.Meetings.



Section 22.Quorum And Voting.



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Section 23.Action Without Meeting.Unless
otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.

Section 24.Fees And Compensation.Directors
shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of
attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed
to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 25.Committees.



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Section 26.Organization.At every meeting of
the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President (if a
director), or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, an
Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V    OFFICERS

Section 27.Officers Designated.The officers of
the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the
Secretary, the Chief Financial Officer, the Treasurer and the Controller, all of whom shall be elected at the annual organizational meeting of the Board of Directors. The Board of Directors may also
appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors
may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically
prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 28.Tenure And Duties Of Officers.



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Section 29.Delegation Of Authority.The Board
of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 30.Resignations.Any officer may resign
at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such
notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any
such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

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Section 31.Removal.Any officer may be removed
from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at
the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI    EXECUTION OF CORPORATE INSTRUMENTS AND VOTING  OF SECURITIES OWNED BY THE CORPORATION

Section 32.Execution Of Corporate
Instruments.The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to
execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the
corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.

All
checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or
persons as the Board of Directors shall authorize so to do.

Unless
authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, 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 for any purpose or for any amount.

Section 33.Voting Of Securities Owned By The
Corporation.All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be
voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of
the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

ARTICLE VII    SHARES OF STOCK

Section 34.Form And Execution Of
Certificates.Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and
applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President
or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures
on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each
certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to
be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the
information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will
furnish without charge to each stockholder who so requests the powers, designations, preferences and relative

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participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise
expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 35.Lost Certificates.A new certificate
or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates,
the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to agree to indemnify the corporation in such manner as it shall require or to give the
corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost,
stolen, or destroyed.

Section 36.Transfers.



Section 37.Fixing Record Dates.



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Section 38.Registered Stockholders.The
corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

ARTICLE VIII    OTHER SECURITIES OF THE CORPORATION

Section 39.Execution Of Other Securities.All
bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the
President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and
attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer;provided,
however,that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee
under an indenture pursuant to which such bond, debenture or other
corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the
signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an
Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who
shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer
before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation
and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE IX    DIVIDENDS

Section 40.Declaration Of Dividends.Dividends
upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of

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Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

Section 41.Dividend Reserve.Before payment of
any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors
shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X    FISCAL YEAR

Section 42.Fiscal Year.The fiscal year of the
corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI    INDEMNIFICATION

Section 43.Indemnification Of Directors, Executive Officers, Other Officers, Employees
And Other Agents.



Notwithstanding
the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an officer of the corporation
(except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to
the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the
facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a

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manner that such person did not believe to be in or not opposed to the best interests of the corporation.



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ARTICLE XII    NOTICES

Section 44.Notices.



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ARTICLE XIII    AMENDMENTS

Section 45.Amendments.Subject to
paragraph (h) of Section 43 of the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of at least sixty-six and two-thirds
percent (662/3%) of the voting power of all of the then-outstanding shares of the Voting Stock. The Board of Directors shall also have the power to adopt, amend, or repeal
Bylaws.

ARTICLE XIV    LOANS TO OFFICERS

Section 46.Loans To Officers.The corporation
may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of
the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the
corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without
limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or
under any statute.

ARTICLE XV    MISCELLANEOUS

Section 47.Annual Report.



Section 48.Election under DGCL
Section 203.The corporation elects not to be governed by Section 203 of the DGCL.

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