**AMENDED
      AND RESTATED**


**BYLAWS**


**OF**


**OSTEOLOGIX,
      INC.**


**(a
      Delaware corporation)**











**ARTICLE
      I**


**STOCKHOLDERS**





1. CERTIFICATES  REPRESENTING  STOCK .
      Every
      holder of stock in the corporation shall be entitled to have a certificate
      signed by, or in the name of, the corporation by the Chairman or Vice-Chairman
      of the Board of Directors, if any, or by the President or a Vice-President
      and
      by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
      Secretary of the corporation or by agents designated by the Board of Directors,
      certifying the number of shares owned by him or her in the corporation and
      setting forth any additional statements that may be required by the General
      Corporation Law of the State of Delaware (“ General
      Corporation Law ”).
      If
      any such certificate is countersigned or otherwise authenticated by a transfer
      agent or transfer clerk, and by a registrar, a facsimile of the signature of
      the
      officers, the transfer agent or the transfer clerk or the registrar of the
      corporation may be printed or lithographed upon the certificate in lieu of
      the
      actual signatures. If any officer or officers who shall have signed, or whose
      facsimile signature or signatures shall have been used on any certificate or
      certificates shall cease to be such officer or officers of the corporation
      before such certificate or certificates shall have been delivered by the
      corporation, the certificate or certificates may nevertheless be adopted by
      the
      corporation and be issued and delivered as though the person or persons who
      signed such certificate or certificates, or whose facsimile signature or
      signatures shall have been used thereon, had not ceased to be such officer
      or
      officers of the corporation.





Whenever
      the corporation shall be authorized to issue more than one class of stock or
      more than one series of any class of stock, the certificates representing stock
      of any such class or series shall set forth thereon the statements prescribed
      by
      the General Corporation Law. Any restrictions on the transfer or registration
      of
      transfer of any shares of stock of any class or series shall be noted
      conspicuously on the certificate representing such shares.





The
      corporation may issue a new certificate of stock in place of any certificate
      theretofore issued by it, alleged to have been lost, stolen, or destroyed,
      and
      the Board of Directors may require the owner of any lost, stolen, or destroyed
      certificate, or his legal representative, to give the corporation a bond
      sufficient to indemnify the corporation against any claim that may be made
      against it on account of the alleged loss, theft, or destruction of any such
      certificate or the issuance of any such new certificate.





2. FRACTIONAL  SHARE  INTERESTS .
      The
      corporation is not obliged to but may execute and deliver a certificate for
      or
      including a fraction of a share. In lieu of executing and delivering a
      certificate for a fraction of a share, the corporation may proceed in the manner
      prescribed by the provisions of Section 155 of the General Corporation
      Law.





3. STOCK  TRANSFERS .
      Upon
      compliance with provisions restricting the transfer or registration of transfer
      of shares of stock, if any, transfers or registration of transfers of shares
      of
      stock of the corporation shall be made only on the stock ledger of the
      corporation by the registered holder thereof, or by his attorney thereunto
      authorized by power of attorney duly executed and filed with the Secretary
      of
      the corporation or with a transfer agent or a registrar, if any, and on
      surrender of the certificate or certificates for such shares of stock properly
      endorsed and the payment of all taxes, if any, due thereon.








4. RECORD  DATE  FOR  STOCKHOLDERS .
      For the
      purpose of determining 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 entitled to receive payment
      of
      any dividend or other distribution or the 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 directors may fix,
      in
      advance, a record date, which shall not be more than sixty days nor less than
      ten days before the date of such meeting, nor more than sixty days prior to
      any
      other action. If a record date is not fixed, the record date is at the close
      of
      business on the day before the day on which notice is given or, if notice is
      waived, at the close of business on the day before the meeting is held. A
      determination of stockholders of record entitled to notice of or to vote at
      any
      meeting of stockholders applies to an adjournment of the meeting; provided,
      however, that the Board of Directors may fix a new record date for the adjourned
      meeting. The directors must fix a new record date if the meeting is adjourned
      to
      a date more than sixty days later than the date set for the original
      meeting.





5. MEANING  OF  CERTAIN  TERMS .
      As used
      in these Bylaws in respect of the right to notice of a meeting of stockholders
      or a waiver thereof or to participate or vote thereat or to consent or dissent
      in writing in lieu of a meeting, as the case may be, the term "share" or
      "shares" or "share of stock" or "shares of stock" or "stockholder" or
      "stockholders" refers to an outstanding share or shares of stock and to a holder
      or holders of record of outstanding shares of stock when the corporation is
      authorized to issue only one class of shares of stock, and said reference is
      also intended to include any outstanding share or shares of stock and any holder
      or holders of record of outstanding shares of stock of any class upon which
      or
      upon whom the Articles of Incorporation confers such rights where there are
      two
      or more classes or series of shares of stock or upon which or upon whom the
      General Corporation Law confers such rights notwithstanding that the articles
      of
      incorporation may provide for more than one class or series of shares of stock,
      one or more of which are limited or denied such rights thereunder; provided,
      however, that no such right shall vest in the event of an increase or a decrease
      in the authorized number of shares of stock of any class or series which is
      otherwise denied voting rights under the provisions of the Articles of
      Incorporation.





6. STOCKHOLDER  MEETINGS .





TIME .
      The
      annual meeting shall be held on the date and at the time fixed, from time to
      time, by the directors, provided, that the first annual meeting shall be held
      on
      a date within thirteen months after the organization of the corporation, and
      each successive annual meeting shall be held on a date within thirteen months
      after the date of the preceding annual meeting. A special meeting shall be
      held
      on the date and at the time fixed by the directors.





PLACE .
      Annual
      meetings and special meetings shall be held at such place, within or without
      the
      State of Delaware, as the directors may, from time to time, fix.





CALL .
      Annual
      meetings and special meetings may be called by the directors or by any officer
      instructed by the directors to call the meeting.





NOTICE  OR  WAIVER  OF  NOTICE .
      Notice of
      all meetings shall be in writing and signed by the President or a
      Vice-President, or the Secretary, or an Assistant Secretary, or by such other
      person or persons as the directors must designate. The notice must state the
      purpose or purposes for which the meeting is called and the time when, and
      the
      place, where it is to be held. A copy of the notice must be either delivered
      personally or mailed postage prepaid to each stockholder not less than ten
      (twenty, in the case of the annual meeting of stockholders) nor more than sixty
      days before the meeting. If mailed, it must be directed to the stockholder
      at
      his address as it appears upon the records of the corporation. Any stockholder
      may waive notice of any meeting by a writing signed by him, or his duly
      authorized attorney, either before or after the meeting; and if notice of any
      kind is required to be given under the provisions of the General Corporation
      Law, a waiver thereof in writing and duly signed whether before or after the
      time stated therein, shall be deemed equivalent thereto.





CONDUCT  OF  MEETING .
      Meetings of the stockholders shall be presided over by one of the following
      officers in the order of seniority and if present and acting: the Chairman
      of
      the Board, if any, the Vice-Chairman of the Board, if any, the President, a
      Vice-President, or, if none of the foregoing is in office and present and
      acting, by a chairman to be chosen by the stockholders. The Secretary of the
      corporation, or in his or her absence, an Assistant Secretary, shall act as
      secretary of every meeting, but if neither the Secretary nor an Assistant
      Secretary is present the Chairman of the meeting shall appoint a secretary
      of
      the meeting.





2


PROXY  REPRESENTATION .
      At any
      meeting of stockholders, any stockholder may designate another person or persons
      to act for him or her by proxy in any manner described in, or otherwise
      authorized by, the provisions of Section 212 of the General Corporation
      Law.





INSPECTORS .
      The
      directors, in advance of any meeting, may, but need not, appoint one or more
      inspectors of election to act at the meeting or any adjournment thereof. If
      an
      inspector or inspectors are not appointed, the person presiding at the meeting
      may, but need not, appoint one or more inspectors. In case any person who may
      be
      appointed as an inspector fails to appear or act, the vacancy may be filled
      by
      appointment made by the directors in advance of the meeting or at the meeting
      by
      the person presiding thereat. Each inspector, if any, before entering upon
      the
      discharge of his or her duties, shall take and sign an oath faithfully to
      execute the duties of inspector at such meeting with strict impartiality and
      according to the best of his or her ability. The inspectors, if any, shall
      determine the number of shares of stock outstanding and the voting power of
      each, the shares of stock represented at the meeting, the existence of a quorum,
      the validity and effect of proxies, and shall receive votes, ballots or
      consents, hear and determine all challenges and questions arising in connection
      with the right to vote, count and tabulate all votes, ballots or consents,
      determine the result, and do such acts as are proper to conduct the election
      or
      vote with fairness to all stockholders. On request of the person presiding
      at
      the meeting, the inspector or inspectors, if any, shall make a report in writing
      of any challenge, question or matter determined by him, her or them and execute
      a certificate of any fact found by him, her or them.





QUORUM .
      One-third (1/3) of the voting power, which includes the voting power that is
      present in person or by proxy, regardless of whether the proxy has authority
      to
      vote on all matters, constitutes a quorum at a meeting of stockholders for
      the
      transaction of business unless the action to be taken at the meeting shall
      require a greater proportion. The stockholders present may adjourn the meeting
      despite the absence of a quorum.





VOTING .
      Each
      share of stock shall entitle the holder thereof to one vote. In the election
      of
      directors, a plurality of the votes cast shall elect. Any other action is
      approved if the number of votes cast in favor of the action exceeds the number
      of votes cast in opposition to the action, except where the General Corporation
      Law, the Articles of Incorporation, or these Bylaws prescribe a different
      percentage of votes and/or a different exercise of voting power. In the election
      of directors, voting need not be by ballot; and, except as otherwise may be
      provided by the General Corporation Law, voting by ballot shall not be required
      for any other action.





Stockholders
      may participate in a meeting of stockholders by means of a conference telephone
      or similar method of communication by which all persons participating in the
      meeting can hear each other.





7. STOCKHOLDER  ACTION  WITHOUT  MEETINGS .
      Except
      as may otherwise be provided by the General Corporation Law, any action required
      or permitted to be taken at a meeting of the stockholders may be taken without
      a
      meeting if, before or after the action, a written consent thereto is signed
      by
      stockholders, eligible to vote, holding at least a majority of the voting power;
      provided that if a different proportion of voting power is required for such
      an
      action at a meeting, then that proportion of written consents is required. In no
      instance where action is authorized by written consent need a meeting of
      stockholders be called or noticed.





3





**ARTICLE
      II**


**DIRECTORS**





1. FUNCTIONS  AND  DEFINITION .
      The
      business and affairs of the corporation shall be managed by the Board of
      Directors of the corporation. The Board of Directors shall have authority to
      fix
      the compensation of the members thereof for services in any capacity. The use
      of
      the phrase "whole Board" herein refers to the total number of directors which
      the corporation would have if there were no vacancies.





2. QUALIFICATIONS  AND  NUMBER .
      Each
      director must be at least 18 years of age. A director need not be a stockholder
      or a resident of the State of Delaware. The initial Board of Directors shall
      consist of not less than five (5) and not more than eleven (11) persons. Subject
      to the foregoing limitation and except for the first Board of Directors, such
      number may be fixed from time to time by action of the stockholders or of the
      directors, or, if the number is not fixed, the number shall be seven (7). The
      number of directors may be increased or decreased by action of the stockholders
      or of the directors.





3. ELECTION  AND  TERM .
      In the
      election of directors, a plurality of the votes cast shall elect. The first
      Board of Directors shall hold office until the first election of directors
      by
      stockholders and until their successors are elected and qualified or until
      their
      earlier resignation or removal. Any director may resign at any time upon written
      notice to the corporation. Thereafter, directors who are elected at an election
      of directors by stockholders, and directors who are elected in the interim
      to
      fill vacancies and newly created directorships, shall hold office until the
      next
      election of directors by stockholders and until their successors are elected
      and
      qualified or until their earlier resignation or removal. In the interim between
      elections of directors by stockholders, newly created directorships and any
      vacancies in the Board of Directors, including any vacancies resulting from
      the
      removal of directors for cause or without cause by the stockholders and not
      filled by said stockholders, may be filled by the vote of a majority of the
      remaining directors then in office, although less than a quorum, or by the
      sole
      remaining director.





4. MEETINGS .





TIME .
      Meetings shall be held at such time as the Board shall fix, except that the
      first meeting of a newly elected Board shall be held as soon after its election
      as the directors may conveniently assemble.





PLACE .
      Meetings shall be held at such place within or without the State of Delaware
      as
      shall be fixed by the Board.





CALL .
      No call
      shall be required for regular meetings for which the time and place have been
      fixed. Special meetings may be called by or at the direction of the Chairman
      of
      the Board, if any, the Vice-Chairman of the Board, if any, of the President,
      or
      of a majority of the directors in office.





NOTICE  OR  ACTUAL  OR  CONSTRUCTIVE  WAIVER .
      No
      notice shall be required for regular meetings for which the time and place
      have
      been fixed. Written, oral, or any other mode of notice of the time and place
      shall be given for special meetings in sufficient time for the convenient
      assembly of the directors thereat. Notice if any need not be given to a director
      or to any member of a committee of directors who submits a written waiver of
      notice signed by him before or after the time stated therein.





QUORUM  AND  ACTION .
      A
      majority of the directors then in office, at a meeting duly assembled, shall
      constitute a quorum. A majority of the directors present, whether or not a
      quorum is present, may adjourn a meeting to another time and place. Except
      as
      the Articles of Incorporation or these Bylaws may otherwise provide, and except
      as otherwise provided by the General Corporation Law, the act of the directors
      holding a majority of the voting power of the directors, present at a meeting
      at
      which a quorum is present, is the act of the Board. The quorum and voting
      provisions herein stated shall not be construed as conflicting with any
      provisions of the General Corporation Law and these Bylaws which govern a
      meeting of directors held to fill vacancies and newly created directorships
      in
      the Board or action of disinterested directors.





4


Members
      of the Board or of any committee which may be designated by the Board may
      participate in a meeting of the Board or of any such committee, as the case
      may
      be, by means of a telephone conference or similar method of communication by
      which all persons participating in the meeting hear each other. Participation
      in
      a meeting by said means constitutes presence in person at the
      meeting.





CHAIRMAN  OF  THE  MEETING .
      The
      Chairman of the Board, if any and if present and acting, shall preside at all
      meetings. Otherwise, the Vice-Chairman of the Board, if any and if present
      and
      acting, or the President, if present and acting, or any other director chosen
      by
      the Board, shall preside.





5. REMOVAL  OF  DIRECTORS .
      Any or
      all of the directors may be removed for cause or without cause in accordance
      with the provisions of the General Corporation Law.





6. COMMITTEES .
      Whenever its number consists of two or more, the Board of Directors may
      designate one or more committees which have such powers and duties as the Board
      shall determine. Any such committee, to the extent provided in the resolution
      or
      resolutions of the Board, shall have and may exercise the powers and authority
      of the Board of Directors in the management of the business and affairs of
      the
      corporation and may authorize the seal or stamp of the corporation to be affixed
      to all papers on which the corporation desires to place a seal or stamp. Each
      committee must include at least one director. The Board of Directors may appoint
      natural persons who are not directors to serve on committees.





7. WRITTEN  ACTION .
      Any
      action required or permitted to be taken at a meeting of the Board of Directors
      or of any committee thereof may be taken without a meeting if, before or after
      the action, a written consent thereto is signed by all the members of the Board
      or of the committee, as the case may be.





**ARTICLE
      III**


**OFFICERS**





1.
      The
      corporation must have a President, a Secretary, and a Treasurer, and, if deemed
      necessary, expedient, or desirable by the Board of Directors, a Chairman of
      the
      Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more
      other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant
      Treasurers, and such other officers and agents with such titles as the
      resolution choosing them shall designate. Each of any such officers must be
      natural persons and must be chosen by the Board of Directors or chosen in the
      manner determined by the Board of Directors.





2. QUALIFICATIONS .
      Except
      as may otherwise be provided in the resolution choosing him, no officer other
      than the Chairman of the Board, if any, and the Vice-Chairman of the Board,
      if
      any, need be a director.





Any
      person may hold two or more offices, as the directors may determine.





3. TERM  OF  OFFICE .
      Unless
      otherwise provided in the resolution choosing him, each officer shall be chosen
      for a term which shall continue until the meeting of the Board of Directors
      following the next annual meeting of stockholders and until his or her successor
      shall have been chosen or until his or her resignation or removal before the
      expiration of his or her term.





Any
      officer may be removed, with or without cause, by the Board of Directors or
      in
      the manner determined by the Board.





Any
      vacancy in any office may be filled by the Board of Directors or in the manner
      determined by the Board.





4. DUTIES  AND  AUTHORITY .
      All
      officers of the corporation shall have such authority and perform such duties
      in
      the management and operation of the corporation as shall be prescribed in the
      resolution designating and choosing such officers and prescribing their
      authority and duties, and shall have such additional authority and duties as
      are
      incident to their office except to the extent that such resolutions or
      instruments may be inconsistent therewith.





5


**ARTICLE
      IV**


**REGISTERED
      OFFICE**





The
      location of the initial registered office of the corporation in the State of
      Delaware is the address of the initial resident agent of the corporation, as
      set
      forth in the original Certificate of Incorporation.





The
      corporation shall maintain at said registered office a copy, certified by the
      Secretary of State of the State of Delaware, of its Certificate of
      Incorporation, and all amendments thereto, and a copy, certified by the
      Secretary of the corporation, of these Bylaws, and all amendments thereto.
      The
      corporation shall also keep at said registered office a stock ledger or a
      duplicate stock ledger, revised annually, containing the names, alphabetically
      arranged, of all persons who are stockholders of the corporation, showing their
      places of residence, if known, and the number of shares held by them
      respectively or a statement setting out the name of the custodian of the stock
      ledger or duplicate stock ledger, and the present and complete post office
      address, including street and number, if any, where such stock ledger or
      duplicate stock ledger is kept.





**ARTICLE
      V**


**CORPORATE
      SEAL OR STAMP**





The
      corporate seal or stamp shall be in such form as the Board of Directors may
      prescribe.





**ARTICLE
      VI**


**FISCAL
      YEAR**





The
      fiscal year of the corporation shall be fixed, and shall be subject to change,
      by the Board of Directors.





**ARTICLE
      VII**


**CONTROL
      OVER BYLAWS**





New
      Bylaws may be adopted or these Bylaws may be amended, altered or repealed by
      the
      stockholders or the Board of Directors to the extent provided in the Certificate
      of Incorporation.





6