EXHIBIT 3.1

BY-LAWS

OF

PALATIN TECHNOLOGIES,
INC.

ARTICLE I

OFFICES

SECTION
1.01. Registered Office. The registered office of PALATIN TECHNOLOGIES, INC. (the
Corporation) in the State of Delaware shall be at the principal office of The
Corporation Trust Company in the City of Wilmington, County of New Castle, and the
registered agent in charge thereof shall be The Corporation Trust Company.

SECTION
1.02. Other Offices. The Corporation may also have an office or offices at any
other place or places within or without the State of Delaware as the Board of Directors of
the Corporation (the Board) may from time to time determine or the business of
the Corporation may from time to time require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION
2.01. Annual Meetings. The annual meeting of stockholders of the Corporation for
the election of directors of the Corporation (Directors), and for the
transaction of such other business as may properly come before such meeting, shall be held
at such place, date and time as shall be fixed by the Board and designated in the notice
or waiver of notice of such annual meeting; provided, however, that no
annual meeting of stockholders need be held if all actions, including the election of
Directors, required by the General Corporation Law of the State of Delaware (the
General Corporation Law) to be taken at such annual meeting are taken by
written consent in lieu of meeting pursuant to Section 2.09 hereof.

SECTION
2.02. Special Meetings. Special meetings of stockholders for any purpose or
purposes may be called by the Board or the Chairman of the Board, the President or the
Secretary of the Corporation or by the recordholders of at least ten percent of the votes
attributable to voting stock of the Corporation issued and outstanding
(Shares) and entitled to vote generally in the election of directors, to be
held at such place, date and time as shall be designated in the notice or waiver of notice
thereof.

SECTION
2.03. Notice of Meetings. (a) Except as otherwise provided by law, written notice
of each annual or special meeting of stockholders stating the place, date and time of
such meeting and, in the case of a special meeting, the purpose or purposes for which
such meeting is to be held, shall be given personally or by first-class mail (airmail in
the case of international communications) to each recordholder of Shares (a Stockholder)
entitled to vote thereat, not less than 10 nor more than 60 days before the date of such
meeting. If mailed, such notice shall be deemed to be given when deposited in the United
States mail, postage prepaid, directed to the Stockholder at such Stockholders
address as it appears on the records of the Corporation. If, prior to the time of
mailing, the Secretary of the Corporation (the Secretary) shall have received
from any Stockholder a written request that notices intended for such Stockholder are to
be mailed to some address other



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than the address that appears on the
records of the Corporation, notices intended for such Stockholder shall be mailed to the
address designated in such request.

(b)
Notice of a special meeting of Stockholders may be given by the person or persons calling
the meeting, or, upon the written request of such person or persons, such notice shall be
given by the Secretary on behalf of such person or persons. If the person or persons
calling a special meeting of Stockholders give notice thereof, such person or persons
shall deliver a copy of such notice to the Secretary. Each request to the Secretary for
the giving of notice of a special meeting of Stockholders shall state the purpose or
purposes of such meeting.

SECTION
2.04. Waiver of Notice. Notice of any annual or special meeting of Stockholders
need not be given to any Stockholder who files a written waiver of notice with the
Secretary, signed by the person entitled to notice, whether before or after such meeting.
Neither the business to be transacted at, nor the purpose of, any meeting of Stockholders
need be specified in any written waiver of notice thereof. Attendance of a Stockholder at
a meeting, in person or by proxy, shall constitute a waiver of notice of such meeting,
except when such Stockholder attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business on the grounds that the
notice of such meeting was inadequate or improperly given.

SECTION
2.05. Adjournments. Whenever a meeting of Stockholders, annual or special, is
adjourned to another date, time or place, notice need not be given of the adjourned
meeting if the date, time and place thereof are announced at the meeting at which the
adjournment is taken. If the adjournment is for more than 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 entitled to vote thereat. At the
adjourned meeting, any business may be transacted which might have been transacted at the
original meeting.

SECTION
2.06. Quorum. Except as otherwise provided by law or the Amended and Restated
Certificate of Incorporation of the Corporation (the Certificate of
Incorporation), the recordholders of a majority of the votes attributable to the
Shares entitled to vote thereat, present in person or by proxy, shall constitute a quorum
for the transaction of business at all meetings of Stockholders, whether annual or
special. If, however, such quorum shall not be present in person or by proxy at any
meeting of Stockholders, the Stockholders entitled to vote thereat may adjourn the meeting
from time to time in accordance with Section 2.05 hereof until a quorum shall be present
in person or by proxy. Where a separate vote by a class or classes or series is required,
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 the affirmative vote of the majority of shares of such class
or classes or series, present in person or represented by proxy at the meeting shall be
the act of such class or series.

SECTION
2.07. Voting. Except as otherwise provided by law or the Certificate of
Incorporation, each Stockholder shall be entitled to one vote for each Share held of
record by such Stockholder. Except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, when a quorum is present at any meeting of Stockholders,
any question brought before the meeting shall be decided by the affirmative vote of a
majority of votes attributable to the Shares present and voting on the question in either
the affirmative or the negative.

SECTION
2.08. Proxies. Each Stockholder entitled to vote at a meeting of Stockholders or
to express, in writing, consent to or dissent from any action of Stockholders without a
meeting may authorize another person or persons to act for such Stockholder by proxy.
Such proxy shall be filed with the Secretary

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before such meeting of Stockholders
or such action of Stockholders without a meeting, at such time as the Board may require.
No proxy shall be voted or acted upon more than three years from its date, unless the
proxy provides for a longer period.

SECTION
2.09. Stockholders Consent in Lieu of Meeting. Any action required by the
General Corporation Law to be taken at any annual or special meeting of Stockholders, and
any action which may be taken at any annual or special meeting of Stockholders, 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 recordholders of Shares having
not less than the minimum number of votes necessary to authorize or take such action at a
meeting at which the recordholders of all Shares entitled to vote thereon were present and
voted.

ARTICLE III

BOARD OF DIRECTORS

SECTION
3.01. General Powers. The business and affairs of the Corporation shall be managed
by the Board, which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by law, the Certificate of Incorporation or these By-laws
directed or required to be exercised or done by Stockholders.

SECTION
3.02. Number, Term of Office and Election. The number of Directors shall be five or
such other number as shall be fixed from time to time by the Board. Directors need not be
Stockholders. Directors shall be elected at the annual meeting of Stockholders or, if, in
accordance with Section 2.01 hereof, no such annual meeting is held, by written consent in
lieu of meeting pursuant to Section 2.09 hereof, and each Director shall hold office until
his successor is elected and qualified, or until his earlier death or resignation or
removal in the manner hereinafter provided. 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.

SECTION
3.03. Resignation. Any Director may resign at any time by giving written notice to
the Board, the Chairman of the Board of the Corporation (the Chairman) or the
Secretary. Such resignation shall take effect at the time specified in such notice or, if
the time be not specified, upon receipt thereof by the Board, the Chairman or the
Secretary, as the case may be. Unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective.

SECTION
3.04. Removal. Any or all of the Directors may be removed, with or without cause,
at any time by vote of the recordholders of a majority of the Shares then entitled to vote
at an election of Directors, or by written consent of the recordholders of Shares pursuant
to Section 2.09 hereof.

SECTION
3.05. Vacancies. Vacancies occurring on the Board as a result of the removal of
Directors without cause may be filled only by vote of the recordholders of a majority of
the Shares then entitled to vote at an election of Directors, or by written consent of
such recordholders pursuant to Section 2.09 hereof. Vacancies occurring on the Board for
any other reason, including, without limitation, vacancies occurring as a result of the
creation of new directorships that increase the number of Directors, may be filled by
such vote or written consent or by vote of the Board or by written consent of the
Directors pursuant to Section 3.08 hereof. If the number of Directors then in office is
less than a quorum, such other vacancies may be filled by vote of a majority of the
Directors then in office or by written consent of all such Directors pursuant to Section
3.08 hereof. Unless earlier removed pursuant to Section 3.04 hereof, each Director chosen
in accordance with this

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Section 3.05 shall hold office until
the next annual election of Directors by the Stockholders and until his successor shall
be elected and qualified.

SECTION
3.06. Meetings. (a) Annual Meetings. As soon as practicable after each
annual election of Directors by the Stockholders, the Board shall meet for the purpose of
organization and the transaction of other business, unless it shall have transacted all
such business by written consent pursuant to Section 3.08 hereof.

(b)
 Other Meetings. Other meetings of the Board shall be held at such times
as the Chairman, the President of the Corporation (the President),
the Secretary or a majority of the Board shall from time to time
determine.

(c)
 Notice of Meetings. The Secretary shall give written notice to each Director
of each meeting of the Board, which notice shall state the place, date, time and purpose
of such meeting. Notice of each such meeting shall be given to each Director, if by mail,
addressed to him at his residence or usual place of business, at least two days before
the day on which such meeting is to be held, or shall be sent to him at such place by
telecopy, telegraph, cable, or other form of recorded communication, or be delivered
personally or by telephone not later than the day before the day on which such meeting is
to be held. A written waiver of notice, signed by the Director entitled to notice,
whether before or after the time of the meeting referred to in such waiver, shall be
deemed equivalent to notice. Neither the business to be transacted at, nor the purpose
any meeting of the Board need be specified in any written waiver of notice thereof.
Attendance of a Director at a meeting of the Board shall constitute a waiver of notice of
such meeting, except as provided by law.

(d)
 Place of Meetings. The Board may hold its meetings at such place or places
within or without the State of Delaware as the Board or the Chairman may from time to
time determine, or as shall be designated in the respective notices or waivers of notice
of such meetings.

(e)
 Quorum and Manner of Acting. One-third of the total number of Directors then
in office (but in no event less than two if the total number of directorships, including
vacancies, is greater than one and in no event a number less than one-third of the total
number of directorships, including vacancies) shall be present in person at any meeting
of the Board in order to constitute a quorum for the transaction of business at such
meeting, and the vote of a majority of those Directors present at any such meeting at
which a quorum is present shall be necessary for the passage of any resolution or act of
the Board, except as otherwise expressly required by law, the Certificate of
Incorporation or these By-laws. In the absence of a quorum for any such meeting, a
majority of the Directors present thereat may adjourn such meeting from time to time
until a quorum shall be present.

(f)
 Organization. At each meeting of the Board, one of the following shall act
as chairman of the meeting and preside, in the following order of precedence:

| | (i)  the Chairman;
| | ------------------

| | (ii)  the President;
| | --------------------

| | (iii)  any Director chosen by a majority of the Directors present.
| | ------------------------------------------------------------------

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The Secretary or, in the case of his
absence, any person (who shall be an Assistant Secretary, if an Assistant Secretary is
present) whom the chairman of the meeting shall appoint shall act as secretary of such
meeting and keep the minutes thereof.

SECTION
3.07. Committees of the Board. The Board may, by resolution passed by a majority of
the whole Board, designate one or more committees, each committee to consist of one or
more Directors. 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 such
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 Director to act at the
meeting in the place of any such absent or disqualified member. Any committee of the
Board, to the extent provided in the resolution of the Board designating such committee,
shall have and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation, and may authorize the seal of the Corporation
to be affixed to all papers which may require it; provided, however, that no
such committee shall have such power or authority in reference to amending the Certificate
of Incorporation (except that such a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted by the
Board as provided in Section 151(a) of the General Corporation Law, fix the designations
and any of the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes of stock, of the
Corporation or fix the number of shares of any series of stock or authorize the increase
or decrease of the shares of any series), adopting an agreement of merger or consolidation
under Section 251 or 252 of the General Corporation Law, recommending to the Stockholders
the sale, lease or exchange of all or substantially all the Corporations property
and assets, recommending to the Stockholders a dissolution of the Corporation or the
revocation of a dissolution, or amending these By-laws; provided further,
however, that, unless expressly so provided in the resolution of the Board
designating such committee, no such committee shall have the power or authority to declare
a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and
merger pursuant to Section 253 of the General Corporation Law. Each committee of the Board
shall keep regular minutes of its proceedings and report the same to the Board when so
requested by the Board.

SECTION
3.08. Directors Consent in Lieu of Meeting. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof 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 all the members of the Board or such committee and
such consent is filed with the minutes of the proceedings of the Board or such committee.

SECTION
3.09. Action by Means of Telephone or Similar Communications Equipment. Any one or
more members of the Board, or of any committee thereof, may participate in a meeting of
the Board or such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear each other,
and participation in a meeting by such means shall constitute presence in person at such
meeting.

SECTION
3.10. Compensation. Unless otherwise restricted by the Certificate of
Incorporation, the Board may determine the compensation of Directors. In addition, as
determined by the Board, Directors may be reimbursed by the Corporation for their
expenses, if any, in the performance of their duties as Directors. No such compensation or
reimbursement shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.

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ARTICLE IV

OFFICERS

SECTION
4.01. Officers. The officers of the Corporation shall be the Chairman, the
President, the Secretary and a Treasurer and may include one or more Vice Presidents and
one or more Assistant Secretaries and an Assistant Treasurer. Any two or more offices may
be held by the same person.

SECTION
4.02. Authority and Duties. All officers shall have such authority and perform such
duties in the management of the Corporation as may be provided in these By-laws or, to the
extent not so provided, by resolution of the Board.

SECTION
4.03. Term of Office. Resignation and Removal. (a) Each officer shall be appointed
by the Board and shall hold office for such term as may be determined by the Board. Each
officer shall hold office until his successor has been appointed and qualified or his
earlier death or resignation or removal in the manner hereinafter provided. The Board may
require any officer to give security for the faithful performance of his duties.

(b) Any
officer may resign at any time by giving written notice to the Board, the Chairman, the
President or the Secretary. Such resignation shall take effect at the time specified in
such notice or, if the time be not specified, upon receipt thereof by the Board, the
Chairman, the President or the Secretary, as the case may be. Unless, otherwise specified
therein, acceptance of such resignation shall not be necessary to make it effective.

(c)
All officers and agents appointed by the Board shall be subject to removal, with or
without cause, at any time by the Board or by the action of the recordholders of a
majority of the Shares entitled to vote thereon.

SECTION
4.04. Vacancies. Any vacancy occurring in any office of the Corporation, for any
reason, shall be filled by action of the Board. Unless earlier removed pursuant to Section
4.03 hereof, any officer appointed by the Board to fill any such vacancy shall serve only
until such time as the unexpired term of his predecessor expires unless reappointed by the
Board.

SECTION
4.05. The Chairman. The Chairman shall have the power to call special meetings of
Stockholders, to call special meetings of the Board and, if present, to preside at all
meetings of Stockholders and all meetings of the Board. The Chairman shall perform all
duties incident to the office of Chairman of the Board and all such other duties as may
from time to time be assigned to him by the Board or these By-laws. The office of Chairman
of the Board may be filled by two individuals serving simultaneously and who shall be
referred to collectively as Co-Chairmen and who shall each individually be referred to as
a Co-Chairman.

SECTION
4.06. The President. The President shall be the chief executive officer of the
Corporation and shall have general and active management and control of the business and
affairs of the Corporation, subject to the control of the Board, and shall see that all
orders and resolutions of the Board are carried into effect. The President shall perform
all duties incident to the office of President and all such other duties as may from time
to time be assigned to him by the Board or these By-laws.

SECTION
4.07. Vice Presidents. Vice Presidents, if any, in order of their seniority or in
any other order determined by the Board, shall generally assist the President and perform
such other duties as the

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Board or the President shall
prescribe, and in the absence or disability of the President, shall perform the duties
and exercise the powers of the President.

SECTION
4.08. The Secretary. The Secretary shall, to the extent practicable, attend all
meetings of the Board and all meetings of Stockholders and shall record all votes and the
minutes of all proceedings in a book to be kept for that purpose, and shall perform the
same duties for any committee of the Board when so requested by such committee. He shall
give or cause to be given notice of all meetings of Stockholders and of the Board, shall
perform such other duties as may be prescribed by the Board, the Chairman or the President
and shall act under the supervision of the Chairman. He shall keep in safe custody the
seal of the Corporation and affix the same to any instrument that requires that the seal
be affixed to it and which shall have been duly authorized for signature in the name of
the Corporation and, when so affixed, the seal shall be attested by his signature or by
the signature of the Treasurer of the Corporation (the Treasurer) or an
Assistant Secretary or the Assistant Treasurer of the Corporation (the Assistant
Treasurer) of the Corporation. He shall keep in safe custody the certificate books
and stockholder records and such other books and records of the Corporation as the Board,
the Chairman or the President may direct and shall perform all other duties incident to
the office of Secretary and such other duties as from time to time may be assigned to him
by the Board, the Chairman or the President.

SECTION
4.09. Assistant Secretaries. Assistant Secretaries of the Corporation
(Assistant Secretaries), if any, in order of their seniority or in any other
order determined by the Board, shall generally assist the Secretary and perform such other
duties as the Board or the Secretary shall prescribe, and, in the absence or disability of
the Secretary, shall perform the duties and exercise the powers of the Secretary.

SECTION
4.10. Treasurer. The Treasurer shall have the care and custody of a the funds of
the Corporation and shall deposit such funds in such banks or other depositories as the
Board, or any officer or officers, or any officer and agent jointly, duly authorized by
the Board, shall, from time to time, direct or approve. He shall disburse the funds of the
Corporation under the direction of the Board and the President. He shall keep a full and
accurate account of all moneys received and paid on account of the Corporation and shall
render a statement of his accounts whenever the Board, the Chairman or the President shall
so request. He shall perform all other necessary actions and duties in connection with the
administration of the financial affairs of the Corporation and shall generally perform all
the duties usually appertaining to the office of treasurer of a corporation. When required
by the Board, he shall give bonds for the faithful discharge of his duties in such sums
and with such sureties as the Board shall approve.

SECTION
4.11. Assistant Treasurer. The Assistant Treasurer of the Corporation shall
generally assist the Treasurer and perform such other duties as the Board or the Treasurer
shall prescribe, and, in the absence or disability of the Treasurer, shall perform the
duties and exercise the powers of the Treasurer.

ARTICLE V

CHECKS, DRAFTS, NOTES,
AND PROXIES

SECTION
5.01. Checks, Drafts and Notes. All checks, drafts and other orders for the payment
of money, notes and other evidences of indebtedness issued in the name of the Corporation
shall be signed by such officer or officers, agent or agents of the Corporation and in
such manner as shall be determined, from time to time, by resolution of the Board.

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SECTION
5.02. Execution of Proxies. The Chairman or the President, or, in the absence or
disability of both of them, any Vice President, may authorize, from time to time, the
execution and issuance of proxies to vote shares of stock or other securities of other
corporations held of record by the Corporation and the execution of consents to action
taken or to be taken by any such corporation. All such proxies and consents, unless
otherwise authorized by the Board, shall be signed in the name of the Corporation by the
Chairman, the President or any Vice President.

ARTICLE VI

SHARES AND TRANSFERS OF
SHARES

SECTION
6.01. Certificates Evidencing Shares. Shares shall be either evidenced by
certificates in such form or forms as shall be approved by the Board, or uncertificated as
determined by the Board in accordance with Section 158 of the Delaware General Corporation
Law or any successor statute. Certificates shall be issued in consecutive order and shall
be numbered in the order of their issue, and shall be signed by the Chairman, the
President or any Vice President and by the Secretary, any Assistant Secretary, the
Treasurer or the Assistant Treasurer. If such a certificate is manually signed by one such
officer, any other signature on the certificate may be a facsimile. In the event any such
officer who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to hold such office or to be employed by the Corporation before such
certificate is issued, such certificate may be issued by the Corporation with the same
effect as if such officer had held such office on the date of issue.

SECTION
6.02. Stock Ledger. A stock ledger in one or more counterparts shall be kept by the
Secretary, in which shall be recorded the name and address of each person, firm or
corporation owning the Shares issued by the Corporation, the number of, the date of
issuance thereof and, in the case of cancellation, the date of cancellation. Except as
otherwise expressly required by law, the person in whose name Shares stand on the stock
ledger of the Corporation shall be deemed the owner and recordholder thereof for all
purposes.

SECTION
6.03. Transfers of Shares. Registration of transfers of Shares shall be made only
in the stock ledger of the Corporation upon request of the registered holder of such
shares, or of his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary, and, in the case of certificated Shares, upon the surrender of
the certificate or certificates evidencing such Shares properly endorsed or accompanied by
a stock power duly executed, together with such proof of the authenticity of signatures as
the Corporation may reasonably require.

SECTION
6.04. Addresses of Stockholders. Each Stockholder shall designate to the Secretary
an address at which notices of meetings and all other corporate notices may be served or
mailed to such Stockholder, and, if any Stockholder shall fail to so designate such an
address, corporate notices may be served upon such Stockholder by mail directed to the
mailing address, if any, as the same appears in the stock ledger of the Corporation or at
the last known mailing address of such Stockholder.

SECTION
6.05. Lost, Destroyed and Mutilated Certificates. Each recordholder of Shares
shall promptly notify the Corporation of any loss, destruction or mutilation of any
certificate or certificates evidencing any Share or Shares of which he is the
recordholder. The Board may, in its discretion, cause the

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Corporation to issue a new
certificate or uncertificated Shares in place of any certificate theretofore issued by it
and alleged to have been mutilated, lost, stolen or destroyed, upon the surrender of the
mutilated certificate or, in the case of loss, theft or destruction of the certificate,
upon satisfactory proof of such loss, theft or destruction, and the Board may, in its
discretion, require the recordholder of the Shares evidenced by the lost, stolen or
destroyed certificate or his legal representative to give the Corporation a bond
sufficient to indemnify the Corporation against any claim made against it on account of
the alleged loss, theft or destruction of any such certificate or the issuance of such
new certificate.

SECTION
6.06. Regulations. The Board may make such other rules and regulations as it may
deem expedient, not inconsistent with these By-laws, concerning the issue, transfer and
registration of certificates evidencing Shares and of uncertificated Shares.

SECTION
6.07. Fixing Date for Determination of Stockholders of Record. 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, or to dissent from,
corporate action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board may fix, in advance, a record date, which shall not be
more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other such action. A determination of the Stockholders entitled to notice of
or to vote at a meeting of Stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board may fix a new record date for the
adjourned meeting.

ARTICLE VII

SEAL

SECTION
7.01. Seal. The Board may approve and adopt a corporate seal, which shall be in the
form of a circle and shall bear the full name of the Corporation, the year of its
incorporation and the words Corporate Seal Delaware.

ARTICLE VIII

FISCAL YEAR

SECTION
8.01. Fiscal Year. The fiscal year of the Corporation shall end on the thirty-first
day of December of each year unless changed by resolution of the Board.

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ARTICLE IX

INDEMNIFICATION AND
INSURANCE

SECTION
9.01. 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 he
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 him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he 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 his 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 he 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 his
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 he 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)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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 of the State of Delaware 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 director, officer, employee or agent of the Corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in Section 9.01(a) and (b) of these By-laws, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys fees) actually and reasonably incurred by
him in connection therewith.

(d)
Any indemnification under Section 9.01(a) and (b) of these By-laws (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 director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of conduct set forth in
Section 9.01(a) and (b) of these By-laws. Such determination shall be made (i) by a
majority vote of the directors who are not parties to such action, suit or proceeding,
even

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though less than a quorum, or (ii)
if there are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (iii) by the stockholders of the Corporation.

(e)
Expenses (including attorneys fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may 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 or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation
pursuant to this Article IX. Such expenses (including attorneys fees)
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board deems appropriate.

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

(g)
For purposes of this Article IX, 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, 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
position under the provisions of this Article IX with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

(h)
For purposes of this Article IX, references to other enterprisesshall
include employee benefit plans; references to fines shall include
any excise taxes assessed on a person with respect to an 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 service by, such director,
officer, employee or agent with respect to any employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he 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 IX.

(i)
The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article IX 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.

SECTION
9.02. Insurance for Indemnification. The Corporation may 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,

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partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the provisions of Section
145 of the General Corporation Law.

ARTICLE X

AMENDMENTS

SECTION
10.01. Amendments. Any By-law (including these By-laws) may be adopted, amended or
repealed by the vote of the recordholders of a majority of the Shares then entitled to
vote at an election of Directors or by written consent of Stockholders pursuant to Section
2.09 hereof, or by vote of the Board or by a written consent of Directors pursuant to
Section 3.08 hereof.

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