Exhibit 3.2

adopted by the Board of Directors on June 26, 2003

AMENDED AND RESTATED BYLAWS  OF  FIRST HORIZON PHARMACEUTICAL CORPORATION

ARTICLE I
Stockholders

SECTION 1.Annual Meetings. The annual meeting of the stockholders of the Corporation shall be held on such date,
at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other
business as may be properly brought before the meeting.

SECTION
2.Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of the stockholders of
the Corporation may be called at any time by a majority of the Directors then in office and shall be called by the Chief Executive Officer, President or the Secretary at the request in writing of
stockholders holding together at least a majority of the number of shares of Common Stock outstanding and entitled to vote at such meeting. Any special meeting of the Stockholders shall be held on
such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. At a special meeting of the stockholders,
no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by proxy, in which
case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION
3.Notice of Meetings. Except as otherwise provided in these Bylaws or by law, a written notice of each meeting of the
stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at
his address as it appears on the records of the Corporation. The notice shall state the place,
date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION
4.Nomination of Directors. This Section 4 shall take effect upon the effective date of an initial public offering of
Common Stock of the Corporation registered with the Securities and Exchange Commission.

Only
persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the
Board of Directors 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 of Directors (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 4 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 4.

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 130 days prior to the date of the anniversary of the previous year's annual meeting; provided, however, that in the event the
annual meeting is scheduled to be held on a date more than thirty (30) days prior to or delayed by more than sixty (60) days after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the later of the

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close
of business ninety (90) days prior to such annual meeting or 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 (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business
on the tenth (10th) day following the 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 (and in
no event shall the public announcement of an adjournment of the meeting commence a new time period for a giving of a stockholder's notice under this Section).

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. 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 4. 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
5.Stockholder Proposals; Business To Be Transacted At Meetings. This Section 5 shall take effect upon the effective date
of an initial public offering of Common Stock of the Corporation registered with the Securities and Exchange Commission.

At
any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors (or any
duly authorized committee thereof). 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 of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the
direction of the Board of Directors (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 5 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 5.

In
addition to any other applicable requirements (including, without limitation, Securities and Exchange Commission rules and regulations with respect to inclusion of stockholder
proposals in the Corporation's annual Proxy Statement), for business to be properly brought before an annual meeting

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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 ninety
(90) days nor more than 130 days prior to the date of the anniversary of the previous year's annual meeting; provided, however, that in the event the annual meeting is scheduled to be
held on a date more than thirty (30) days prior to or delayed by more than sixty (60) days after such anniversary date, notice by the stockholder in order to be timely must be so
received not later than the later of the close of business ninety (90) days prior to such annual meeting or 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 first made by the Corporation. In no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for a giving of a stockholder's notice under this Section 5.

To
be in 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, (v) the names and addresses of other stockholders known by the stockholder proposing such business to support the proposal, and the class and
number of shares of the Corporation's capital stock known to be beneficially owned by such other stockholders, and (vi) 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 procedures set forth in this
Section 5, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 5 shall be deemed to
preclude discussion by any stockholder of any such business. If the 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.

SECTION
6.Quorum. At any meeting of the stockholders, the holders of a majority in number of the total outstanding shares of stock of the
Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of
shares shall be required by law, by the certificate of Incorporation or by these Bylaws, in which case the representation of the number of shares so required shall constitute a quorum; provided that
at any meeting of the stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total
outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such
class shall be required by law, by the Certificate of Incorporation or by these Bylaws.

SECTION
7.Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of the stockholders, the
holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn from time to time; provided,
however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by
such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and

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entitled
to vote at such meeting. 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 stockholders, or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business
which might have been transacted by them at the original meeting. If the adjournment is for more than thirty 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 adjourned meeting as if such adjourned meeting was a newly called meeting.

SECTION
8.Organization. The Chief Executive Officer, or in his absence the President or, in his absence, the Chairman of the Board or any
Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of such officers, the holders of a majority in number of the shares of
stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting shall elect a Chairman.

The
Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary
of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting,
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, either at the Corporation's
headquarters or, if so specified, at the place where the meeting is to be held, for the ten days next preceding the meeting, to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, and shall be produced and kept at the time and place of the meeting during the whole time thereof and subject to the inspection of any stockholder who may be
present.

SECTION
9.Voting. Except as otherwise provided in the Certificate of Incorporation, by law or, in the case of Preferred Stock, by the
Board of Directors, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation.
Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him
by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of
any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by
a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and other action shall be authorized by a majority of the votes cast at a meeting of
stockholders by the stockholders entitled to vote thereon.

Shares
of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such
other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

SECTION
10.Action Without Meeting. Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any
annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, 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 a majority of the shares entitled to vote thereon. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION
11.Inspectors. When required by law or directed by the presiding officer, but not otherwise, the polls shall be opened and
closed, the proxies and ballots shall be received and taken in charge, and all questions touching the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be
decided at any meeting of the stockholders by two or more inspectors who may be appointed by the Board of Directors before the meeting, or if not so appointed, shall be

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appointed
by the presiding officer at the meeting. If any person so appointed fails to appear or act, the vacancy may be filled by appointment in like manner.

ARTICLE II
Board of Directors

SECTION 1.Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the
direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors and the expiration of their initial terms shall be
fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual
meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION
2.Removal, Vacancies and Additional Directors. Any Director may resign at any time upon notice given in writing or by electronic
transmission (as defined in Article II, Section 10) to the Corporation. Removal of a Director shall require the affirmative vote of the holders of at least two-thirds of the
shares entitled to vote at an election of such Director or Directors. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made,
or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be
filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold
office until his successor is elected and qualified or until his earlier resignation or removal. When one or more Directors shall resign 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
Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION
3.Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the
State of Delaware as the Board from time to time shall determine.

SECTION
4.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to
time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular
meetings shall be mailed to every Director at least five days before the first meeting held in pursuance thereof.

SECTION
5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the Chief Executive
Officer, the President, the Chairman of the Board or by any two of the Directors then in office. Notice of the day, hour and place of holding of each special meeting shall be given by sending the same
by mail or overnight courier service at least two days before the meeting or by causing the same to be transmitted by telegraph, cable or wireless at least one day before the meeting to each Director.
Unless otherwise indicated in the notice thereof, any and all business other than an amendment of these Bylaws may be transacted at any special meeting, and an amendment of
these Bylaws may be acted upon if the notice of the meeting shall have stated that the amendment of these Bylaws is one of the purposes of the meeting. At any meeting at which every Director shall be
present, even though without any notice, any business may be transacted, including the amendment of these Bylaws.

SECTION
6.Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of
Directors in office (but in no case less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board
of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the
meeting from time to time.

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SECTION
7.Organization. The Chairman of the Board shall preside at all meetings of the Board of Directors. In the absence of the
Chairman, an acting Chairman shall be elected from the Directors present to preside at ouch meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors; but in
the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION
8.Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided by resolution passed by a majority of the whole Board, shall have and may exercise all the powers and authority of the Board of Directors in the
management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws; and unless
such resolution, these By-laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the
issuance of stock.

SECTION
9.Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these Bylaws, the members
of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION
10.Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by
these Bylaws, any action required or permitted to be-taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of
proceedings of the Board or committee, as the case may be. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained
in electronic form. For the purposes of these Bylaws, "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that
may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE III
Officers

SECTION 1.Officers. The officers of the Corporation may be a Chairman of the Board, a Chief Executive Officer, a
President, a Chief Financial Officer, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the
provisions of Section 8 of this Article III.

All
officers shall hold office at the pleasure of the Board of Directors. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be
Directors. Any number of offices may be held by the same person. The removal of an officer without cause shall be without prejudice to his contract rights, if any. The election or appointment of an
officer shall not of

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itself
create contract rights. Any vacancy caused by the death of any officer, his resignation, his removal, or otherwise, may be filled by the Board of Directors, and any officer so elected shall
hold office at the pleasure of the Board of Directors. In addition to the powers and duties of the officers of the Corporation as set forth in these Bylaws, the officers shall have such authority and
shall perform such duties as from time to time may be determined by the Board of Directors.

SECTION
2.Powers and Duties of the Chief Executive Officer. Subject to the control of the Board of Directors, the Chief Executive Officer
shall have general charge and control of all of its business and affairs and shall have all powers and shall perform all duties incident to the office of the Chief Executive Officer. He shall preside
at all meetings of the stockholders and at all meetings of the Board
of Directors and shall have such other powers and perform such other duties as may from time to time be assigned to him by these Bylaws or the Board of Directors.

SECTION
3.Powers and Duties of the President. Subject to the control of the Board of Directors or the direction of the Chief Executive
Officer, the President shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. He shall have
such other powers and perform such other duties as may from time to time be assigned to him by these Bylaws, the Board of Directors or the Chief Executive Officer.

SECTION
4.Power and Duties of the Chairman of the Board. If a Chairman of the Board is elected by the directors, the Chairman shall
preside at all meetings of the directors. The Chairman shall have such other powers and duties as the Board may prescribe from time to time.

SECTION
5.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to
the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned to him by these Bylaws or by the Board of Directors, the President or
the Chief Executive Officer.

SECTION
6.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the
minutes of all meetings of the stockholders in books provided for that purpose; he shall attend to the giving or serving of all notices of the Corporation; he shall have custody of the corporate seal
of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the President or the Chief Executive Officer shall authorize and direct; he shall have charge
of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the President or the Chief Executive Officer shall direct, all of which
shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours; and he shall have all powers and shall perform all
duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned to him by these Bylaws or by the Board of
Directors, the President or the Chief Executive Officer.

SECTION
7.Powers and Duties of the Chief Financial Officer. The Chief Financial Officer shall have custody of, and when proper shall pay
out, disburse or otherwise dispose of, all funds and securities of the Corporation which may have come into his hands; he may endorse on behalf of the Corporation for collection checks, notes and
other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; he shall sign all receipts
and vouchers for payments made to the Corporation; he shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys
received or paid or otherwise disposed of by him and whenever required by the Board of Directors, the President or the Chief Executive Officer shall render statements of such accounts; he shall, at
all reasonable times, exhibit his books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and he shall have all powers and shall
perform all duties incident of the office of Chief Financial Officer and shall also have such other powers and shall perform such other duties as may from time to time be assigned to him by these
Bylaws or by the Board of Directors, the President or the Chief Executive Officer.

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SECTION
8.Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be
Directors), including Chief Operating Officers, a Treasurer, a Controller, Assistant Treasurers, Assistant Secretaries and Assistant Controllers, as the Board may deem advisable and such officers
shall have such authority and shall perform such duties as may from time to time be assigned to them by the Board of Directors, the President or the Chief Executive Officer. The Board of Directors may
from time to time by resolution delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer; and may similarly delegate to any Assistant
Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary. Each of the Board of Directors, the President or Chief Executive Officer of the Company is hereby
authorized to appoint and remove from time to time such officers of the Company, who will hold positions of vice president or assistant vice president and who will not be corporate officers but shall
be administrative officers of the Company, as the Board of Directors, the President or the Chief Executive Officer of the Company may deem advisable and such officers shall have such authority and
shall perform such duties as may from time to time be assigned to them by the Board of Directors, the President or the Chief Executive Officer of the Company.

SECTION
9.Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish
bonds to the Corporation for the faithful performance of their duties, in such penalties and with such conditions and security as the Board shall require.

SECTION
10.Voting upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full
power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in
which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock.
The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION
11.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as
shall from time to time be determined by the Board of Directors.

ARTICLE IV
Indemnification

(a)   The
Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or
proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.

(b)   The
Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the
request of the

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Corporation
as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), actually and
reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable
to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem
proper.

(c)   To
the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b) of this Article IV, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection therewith.

(d)   Any
indemnification under subsections (a) and (b) of this Article IV (unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable
standard of conduct set forth in subsections (a) and (b) of this Article IV. Such determination shall be made, with respect to a person who is a director or officer at the time of
such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (4) by the stockholders.

(e)   Expenses
(including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director of officer to repay such amount
if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys' fees) incurred
by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

(f)    The
indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Article IV shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to
action in such person's official capacity and as to action in another capacity while holding such office.

(g)   A
Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such
person against such liability under this Article IV.

(h)   For
purposes of this Article IV, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same

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position
under this Article IV with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had
continued.

(i)    For
purposes of this Article IV, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner
"not opposed to the best interests of the Corporation" as referred to in this Article IV.

(j)    The
indemnification and advancement of expenses provided by, or granted pursuant to, this Article IV shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k)   In
the event of payment of indemnification to a person described in this Article IV, the Corporation shall be subrogated to the extent of such payment to any
right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem
necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

(l)    The
Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in this
Article IV to the extent such person has otherwise received payment (under any insurance policy, by-law or otherwise) of the amounts otherwise indemnifiable hereunder.

(m)  The
foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each indemnified party. Such contract right may not be modified
retroactively in any material respect as to the indemnified party without the consent of the indemnified party. The Corporation and an indemnified party may enter into an agreement providing for
indemnification and advancement of expenses including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this
Article IV.

ARTICLE V
Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock. The certificates for shares of stock of the Corporation shall be in
such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

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 issued and delivered as though the
person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All
certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares
and the date of issue thereof shall be entered on the books of the Corporation.

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Except
as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be cancelled, and no new certificates shall be issued until former certificates for the
same number of shares have been surrendered and cancelled.

SECTION
2.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges
that it has been lost, stolen or destroyed, he shall file in the office of the Corporation an affidavit setting forth, to the best of his knowledge and belief, the time, place and circumstances of the
loss, theft or destruction, and, if required by the Board of Directors, a bond of indemnity or other indemnification sufficient in the opinion of the Board of Directors to indemnify the Corporation
and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in
replacement therefor. Thereupon the Corporation may cause to he issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub
of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new
certificate is issued.

SECTION
3.Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder
thereof, in person or by his attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in
Section 2 of this Article IV.

SECTION
4.Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION
5.Record Date.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 to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights,
or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a
record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by
consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or
(iii) more than sixty (60) days prior to any other action.

If
no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be 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; the record date for determining
stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written
consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION
6.Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare
and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law. Subject to the provisions of the Certificate of
Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any
dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

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SECTION
7.Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall
be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by any officer of the Corporation designated by the Board of Directors or the President.

SECTION
8.Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by
resolution shall determine.

ARTICLE VI
Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc.All checks, drafts, bills of exchange, acceptances, notes or other obligations or
orders for the payment of money shall be signed and, if so required by the Board of Directors, counter-signed by such officers of the Corporation and/or other persons as the Board of Directors from
time to time shall designate. Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the
credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION
2.Loans. No material loans and no renewals of any material loans shall be contracted on behalf of the Corporation except as
authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other
institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation.
When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, an security for the payment of any and all loans, advances, indebtedness and liabilities of the
Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or
confined to specific instances.

SECTION
3.Contracts. Except as otherwise provided in these Bylaws or by law or as otherwise directed by the Board of Directors, the
President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments,
either for the Corporation's own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an
Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the
name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation's own account or in a fiduciary or other capacity, and, if
appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION
4.Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these
Bylaws to any person or persons a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent
thereto.

SECTION
5.Offices Outside of Delaware. Except as otherwise required by the laws of the State of Delaware, the Corporation may have an
office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors, the Chief
Executive Officer or the President.

ARTICLE VII
Amendments

These Bylaws may be altered, amended or repealed as specified in the Certificate of Incorporation.

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