Exhibit 10.1


MEDAREX,
INC.

707 State Road

Princeton, New Jersey 08540


November 5, 2006


Dr. Donald L. Drakeman

Chief Executive Officer

Medarex, Inc.

707 State Road

Princeton, New Jersey 08540


Dear Don:


This letter agreement (this “Agreement”) will confirm our
understanding with regard to your employment with Medarex, Inc. (the “Company”).  We have agreed as follows:


1.                              This letter shall be considered as notice of
non-renewal of your employment with the Company effective as of the end of the
current term on January 4, 2007 (the “Separation Date”) pursuant to
Section 2 of your employment agreement with the Company dated January 5, 2004
(the “Employment Agreement”).  You
hereby accept this notice and waive the notice period for non-renewal provided
under the Employment Agreement.


2.                              You hereby resign as a director and Chief
Executive Officer of the Company (and as an officer and director of any
wholly-owned subsidiaries, as well as a fiduciary of any benefit plan of the
Company) as of the date hereof.  You will
resign as director of Celldex Therapeutics, Inc. when it is contractually
permissible for you and the Company. 
From the date hereof until the Separation Date, you shall provide
full-time executive level transition services to the Company as reasonably requested
by it but you shall not be obligated to be in the office to provide such
services except from time to time as reasonably required by the Company.


3.                              You hereby waive any right to the cash
severance benefits under Section 6.A(1) of the Employment Agreement.  However, you shall retain your rights
thereunder to continued medical and life insurance benefits, and to exercise
the vested stock options previously granted to you for a period of eighteen
(18) months following the Separation Date (or, if earlier, the expiration of
the stated period of the stock options). 
You shall also receive any accrued amounts for unpaid base salary,
accrued but unused vacation time in accordance with the Company’s policy, and
any unreimbursed business expenses in accordance with the Company’s
policy.  You shall retain all of your
accrued and vested rights under all of the Company’s welfare (other than
severance), pension and equity compensation plans.


4.                              From January 5, 2007 until March, 25, 2007,
you shall serve as an independent contractor consultant to the Company,
providing executive level transition consulting services to the Company at such
times as mutually agreed upon between you and the Company based on a good faith
request, but in no event more than fifteen (15) hours per week.  You shall be paid a monthly fee for such
consulting services of $69,825 per month, payable on each of January 5, 2007,
February 5, 2007 and March 5, 2007 (pro rated).


 









 



 


5.                              Pursuant to the terms and conditions of the
Medarex, Inc. 2004 Restricted Stock Unit Award and Deferred Compensation
Program under the Medarex, Inc. 2001 Stock Option Plan and the Medarex, Inc.
Second 2004 Restricted Stock Unit Award and Deferred Compensation Program under
the Medarex, Inc. 2001 Stock Option Plan, you shall become fully vested in the
unvested share units previously granted to you in respect of the Company’s
match on your deferred bonus compensation. 
Distribution of your account balances under such programs shall be made
in shares of the Company’s common stock in accordance with the terms and
conditions of such programs.


6.                              Your rights to indemnification and
advancement of legal fees under the By-Laws of the Company, as well as under
other organizational documents, contractually or at law, shall continue with
regard to actions or inactions by you while a director or officer of the
Company (and the legal fees incurred in connection with this Agreement shall be
deemed covered thereby), to the extent permissible by law.  In addition, the Company shall continue to
cover you under the Company’s directors’ and officers’ liability insurance
policies on the same basis as other former officers and directors.


7.                              All outstanding stock options granted to you
at less than fair market value on the measurement date as determined by the
Company’s Special Investigation Committee shall hereby be deemed clarified
and/or modified so that the exercise price thereof equals the fair market value
of a share of the Company’s common stock on the measurement date.  For these purposes, the measurement date is
the date used by the Company in its restated financial statements.  The Company shall notify you of the new
exercise price promptly after it files its restated financial statements.


8.                              In connection with stock options granted to
you at less than fair market value on the measurement date, as determined by
the Company’s Special Investigation Committee, that have been exercised by you,
and in full settlement of amounts due with regard thereto, you hereby agree to
pay to the Company an amount to be determined later, constituting gross gains
from the difference in stock price between the record grant date and the
correct measurement date, plus the treasury rate interest from the date of each
exercise until the date of repayment.  
In addition, you shall refund to the Company the excess value of stock
(over $250,000) that you received as stock bonus in 2001, valued on the day you
received the stock, plus the treasury rate interest from the day you received
the stock until repayment.


9.                              You hereby generally and completely waive and
release the Company and its directors, officers, employees and their respective
assigns from any and all claims, liabilities and obligations, both known and
unknown, that arise out of or are in any way related to events, acts, conduct,
or omissions occurring at any time prior to and including the date you sign
this Agreement.  This general release
includes, but is not limited to: (1) all claims arising out of or in any way
related to your employment with the Company or the termination of that
employment; and (2) all federal, state, and local statutory claims, including,
but not limited to, claims arising under the federal Civil Rights Act of 1964
(as amended), the federal Americans with Disabilities Act of 1990, the federal
Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and the New
Jersey Law Against Discrimination.  You
hereby acknowledge that you have been advised by this writing, as required by
the ADEA, that:  (a) your waiver and
release do not apply to any rights or claims that may arise after the execution
date of this Agreement; (b) you have been advised hereby that you have the
right to consult with an attorney prior to executing this


 



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                                       Agreement; (c) you have twenty-one (21) days
to consider this Agreement (although you may choose to voluntarily execute this
Agreement earlier); (d) you have seven (7) days following the execution of this
Agreement by the parties to revoke your acceptance of the Agreement; and (e)
this Agreement shall not be effective until the date upon which the revocation
period has expired, which shall be the eighth day after this Agreement is
executed by you, provided that the Company has also executed this Agreement by
that date (“Effective Date”).  Nothing
contained in this paragraph shall adversely affect your rights under this
Agreement or the rights to indemnification under the Company’s Certificate of
Incorporation, its Bylaws or its applicable insurance policies otherwise
covering officers of the Company.  A copy
of the Company’s Bylaws in existence as of the date of this Agreement is
attached hereto as Exhibit A.


10.                        This Agreement constitutes the entire
agreement between you and the Company with respect to the subject matter
hereof, and supersedes any and all prior agreements or understandings between
you and the Company with respect to the subject matter hereof, whether written
or oral.  However, except to the extent
modified herein, the Employment Agreement remains in effect.  This Agreement may be amended or modified
only by a written instrument executed by you and the Company.  This Agreement shall be governed by the laws
of the State of New Jersey, without regard to the conflicts of law principles
thereof.  This Agreement shall be binding
upon and inure to the benefit of you and the Company and our respective
successors, assigns, heirs and administrators.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 



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If this letter accurately reflects your
understanding as to the terms of your separation arrangement with the Company,
please sign and date one copy of this letter and return the same to me for the
Company’s records.


	
  

  	
  MEDAREX, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irwin
  Lerner

  	
   

  
	
   

  	
  Name: Irwin
  Lerner

  
	
   

  	
  Title: Chairman
  of the Board of Directors

  



The
foregoing accurately reflects our understanding regarding my separation
arrangement with the Company, and I hereby confirm my agreement to the same.


	
  Dated: November 5, 2006

  	
  /s/ Donald L. Drakeman

  	
   

  
	
  

  	
  Donald L. Drakeman

  



 


 



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Exhibit A


MEDAREX,
INC.


AMENDED AND
RESTATED BY-LAWS


ARTICLE I 

OFFICES


Section 1.               The
registered office of the Corporation shall be located in Trenton, New Jersey.
The principal office shall be located at 707 State Road, Suite #206, Princeton,
NJ 08540.


Section 2.               The
Corporation may also have offices at such other places both within and without
the State of New Jersey as the Board of Directors may from time to time
determine or the business of the Corporation may require.


ARTICLE II 

ANNUAL MEETING OF SHAREHOLDERS


Section 1.               All
meetings of shareholders for the election of Directors shall be held in the
Township of Princeton, State of New Jersey, or at such other place as may be
fixed from time to time by the Board of Directors.


Section 2.               Annual
meetings of shareholders shall be held on the third Thursday in May in each
year, if not a legal holiday, and if a legal holiday, then on the next regular
business day following, at 10:00 a.m., or at such other date and time as shall
be fixed from time to time by the Board of Directors and stated in the notice
of meeting, at which the shareholders shall elect the members of the Board of
Directors subject to election, and transact such other business as may properly
be brought before the meeting.


Section 3.               Written
notice of the annual meeting stating the time, place, and purpose or purposes
of the meeting shall be delivered not less than ten (10) nor more than sixty
(60) days



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before the date of the meeting, either personally or by mail, to each
shareholder of record entitled to vote at such meeting.


Section 4.               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 shareholders
(a) by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) by any shareholder of the Corporation
(i) who is a shareholder 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
shareholders entitled to vote at such annual 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 shareholder, such
shareholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation.


To be timely, a shareholder’s
notice to the Secretary must be delivered to or mailed and received at the
principal offices of the Corporation not less than sixty (60) days nor more
than ninety (90) days prior to the date of the annual meeting of shareholders;
provided, however, that in the event that less than seventy (70) days’ notice
or prior public disclosure of the date of the meeting is given to shareholders,
notice by the shareholder to be timely must be so received not later than the
close of business on 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, whichever first occurs.


To be in proper written
form, a shareholder’s notice to the Secretary must set forth (a) as to
each person whom the shareholder proposes to nominate for election as a
Director



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(i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment of the person, (ii) the class or series and
number of shares of capital stock of the Corporation that 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 shareholder giving
the notice (i) the name and record address of such shareholder, (ii) the
class or series and number of shares of capital stock of the Corporation that
are owned beneficially or of record by such shareholder, (iii) a
description of all arrangements or understandings between such shareholder 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 shareholder,
(iv) a representation that such shareholder 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 shareholder 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



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procedures, the chairman
shall declare to the meeting that the nomination was defective and such
defective nomination shall be disregarded.


No business may be
transacted at an annual meeting of shareholders, 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 shareholder of the Corporation (i) who is a
shareholder 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 shareholders
entitled to vote at such annual meeting and (ii) who complies with the
notice procedure set forth in this Section 4.


In addition to any other
applicable requirements, for business to be properly brought before an annual
meeting by a shareholder, such shareholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation.


To be timely, a shareholder’s
notice to the Secretary must be delivered to or mailed and received at the principal
offices of the Corporation not less than sixty (60) days nor more than ninety
(90) days prior to the date of the annual meeting of shareholders; provided,
however, that in the event that less than seventy (70) days’ notice or prior
public disclosure of the date of the meeting is given to shareholders, notice
by the shareholder to be timely must be so received not later than the close of
business on 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, whichever first occurs.



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To be in proper written
form, a shareholder’s notice to the Secretary must set forth as to each matter
such shareholder 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 shareholder, (iii) the class or series and
number of shares of capital stock of the Corporation that are owned
beneficially or of record by such shareholder, (iv) a description of all
arrangements or understandings between such shareholder and any other person or
persons (including their names) in connection with the proposal of such
business by such shareholder and any material interest of such shareholder in
such business, and (v) a representation that such shareholder 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 shareholders except business brought before
the annual meeting in accordance with the procedures set forth in this Section
4, provided, however, that, once business has been properly brought before the
annual meeting in accordance with such procedures, nothing in this Section 4
shall be deemed to preclude discussion by any shareholder 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.


ARTICLE III


SPECIAL MEETINGS OF SHAREHOLDERS


Section 1.               Special
meetings of shareholders for any purpose other than the election of Directors
may be held at such time and place within or without the State of New Jersey as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.



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Section 2.               Special
meetings of shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the certificate of incorporation, may be called
only by the Chairman of the Board of Directors, the President of the
Corporation, or the Board of Directors.


Section 3.               Written
notice of a special meeting stating the time, place, and purpose or purposes of
the meeting for which the meeting is called, shall be delivered not less than
ten (10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting.


Section 4.               Business
transacted at any special meeting shall be confined to the purpose or purposes
stated in the notice thereof.


Section 5.               No
business shall be conducted at a special meeting of shareholders except
business brought before the special meeting in accordance with the procedures
set forth in Section 4 of Article II of these Bylaws, provided, however,
that, once business has been properly brought before the special meeting in
accordance with such procedures, nothing in that Section 4 of Article II shall
be deemed to preclude discussion by any shareholder of any such business at
such special meeting. If the chairman of a special meeting determines that
business was not properly brought before the special 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.


ARTICLE IV 

QUORUM AND VOTING OF STOCK


Section 1.               The
holders of a majority of the shares of stock issued and outstanding and
entitled to vote, represented in person or by proxy, shall constitute a quorum
at all meetings of the shareholders for the transaction of business except as
otherwise provided by statute or by the



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certificate of incorporation. If, however, a quorum shall not be
present or represented at any meeting of the shareholders, the shareholders
present in person or represented by proxy shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.


Section 2.               If
a quorum is present, the affirmative vote of a majority of the votes cast on a
given matter shall be the act of the shareholders with respect to that matter
unless the vote of a greater number of shares of stock is required by law or by
the certificate of incorporation.


Section 3.               Each
outstanding share of stock, having voting power, shall be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders, unless
otherwise provided in the certificate of incorporation. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or by his
agent.


In all elections for
Directors, every shareholder entitled to vote, shall have the right to vote, in
person or by proxy, the number of shares of stock owned by him, for as many
persons as there are Directors to be elected and for whose election he has a
right to vote.


ARTICLE V 

DIRECTORS


Section 1.               The
number of directors which shall constitute the entire Board of Directors shall
be not less than three (3) nor more than ten (10). The exact number of
Directors within such maximum and minimum shall be determined from time to time
by resolution of the Board of Directors or by the shareholders at an annual
meeting or special meeting. Directors need not be residents of the State of New
Jersey nor shareholders of the Corporation. The first Board of Directors shall
hold office until the first annual meeting of shareholders.



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Section 2.               The
Board of Directors shall be classified with respect to the duration of the term
for which they severally hold office into three classes as nearly equal in
number as possible. Such classes shall originally consist of one class of
directors (“Class I”) who shall be elected at the annual meeting of
shareholders held in 1991 for a term expiring at the annual meeting of
shareholders to be held in 1994; a second class of Directors (“Class II”) who
shall be elected at the annual meeting of shareholders held in 1991 for a term
expiring at the annual meeting of shareholders to be held in 1993; and a third
class of Directors (“Class III”) who shall be elected at the annual meeting of
shareholders held in 1991 for a term expiring at the annual meeting of
shareholders to be held in 1992. The Board of Directors shall increase or
decrease the number of Directors, in order to ensure that the three classes
shall be as nearly equal in number as possible; provided, however, that no
decrease shall have the effect of shortening the term of any incumbent
Director. At each annual meeting of shareholders beginning in 1992, the successors
of the class of Directors whose term expires at that meeting shall be, elected
to hold office for a term expiring at the annual meeting of shareholders held
in the third year following the year of their election. Provided a quorum is
present, in any election of Directors, the persons receiving a plurality of the
votes cast, up to the number of Directors to be elected in such election, shall
be deemed elected.


Section 3.               Unless
otherwise provided in the certificate of incorporation, any directorship not
filled at the annual meeting, any other vacancy, however caused, occurring in
the Board of Directors and newly created directorships resulting from an
increase in the authorized number of Directors may be filled by the affirmative
vote of a majority of the remaining Directors. Any Director so elected by the
Board of Directors shall hold office until the



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next succeeding annual meeting of shareholders and until his successor
shall have been elected and qualified.


Section 4.               Any
directorship not filled by the Board of Directors may be filled by the
shareholders at an annual meeting or at a special meeting of shareholders
called for that purpose.


Section 5.               The
business affairs of the Corporation shall be managed by its Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the certificate of incorporation or
by these by-laws directed or required to be exercised or done by the
shareholders.


Section 6.               The
Directors may keep the books and records of the Corporation, except such as are
required by law to be kept within the state, outside of the State of New
Jersey, at such place or places as they may from time to time determine.


Section 7.               The
Board of Directors, by the affirmative vote of a majority of the Directors then
in office, and irrespective of any personal interest of any of its members,
shall have authority to establish reasonable compensation of Directors for
services to the Corporation as Directors.


ARTICLE VI 

MEETINGS OF THE BOARD OF DIRECTORS


Section 1.               Meetings
of the Board of Directors, regular or special, may be held either within or
without the State of New Jersey.


Section 2.               The
first meeting of each newly elected Board of Directors shall be held at such
time and place as shall be fixed by the vote of the shareholders at the annual
meeting, and no notice of such meeting shall be necessary to the newly elected
Directors in order legally to constitute the meeting, provided a quorum of
Directors shall be present, or the Board of



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Directors may convene at such place and time as shall be fixed by the
consent in writing of all the Directors.


Section 3.               Regular
meetings of the Board of Directors may be held upon such notice, or without
notice, and at such time and at such place as shall from time to time be
determined by the Board of Directors.


Section 4.               Notice
of the time and place of special meetings shall be given to each Director at
that Director’s address as it is shown on the records of the Corporation.
Notice of such special meeting of the Board of Directors stating the place,
date and hour of the meeting shall be given to each Director either (i) by
mail not less than three (3) days before the date of the meeting, or
(ii) personally, by telephone, facsimile, telecopy, telegram, telex or
other similar means of communication on twenty-four (24) hours’ notice, or on
such shorter notice as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances. Any oral notice given personally
or by telephone may be communicated either to the Director or to a person at
the office of the Director whom the person giving the notice has reason to
believe will promptly communicate it to the Director. Notice need not be given
to any other Director who signs a waiver of notice, whether before or after the
meeting.


Section 5.               Attendance
by a Director at any meeting shall constitute a waiver of notice of such
meeting, except where a Director attends the meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.



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Section 6.               A
majority of the Directors shall constitute a quorum for the transaction of
business unless a greater or lesser number is required by statute or by the
certificate of incorporation. The act of a majority of the Directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater or lesser number is required by statute
or by the certificate of incorporation. If a quorum shall not be present at any
meeting of Directors, the Directors present thereat may adjourn the meeting,
without notice other than announcement at the meeting, until such time as a
quorum shall be present.


Section 7.               Unless
otherwise provided by the certificate of incorporation, any action required or
permitted to be taken at a meeting of the Board of Directors, or any committee
thereof, shall be deemed to be the action of the Board of Directors or of a
committee thereof, if all Directors or committee members, as the case may be,
execute either before or after the action is taken, a written consent thereto,
and the consent is filed with the records of the Corporation.


ARTICLE VII


COMMITTEES


Section 1.               The
Board of Directors, by resolution adopted by a majority of the number of
Directors fixed by the by-laws or otherwise, may designate one or more
Directors to constitute an executive committee, and one or more other
committees, which committee(s), to the extent provided in such resolution,
shall have and exercise all of the authority of the Board of Directors in the
management of the Corporation, except as otherwise required by law. Vacancies
in the membership of the committee(s) shall be filled by the Board of Directors
at a regular or special meeting of the Board of Directors. The executive committee
and such other committee(s)shall keep regular minutes of its proceedings and
report the same to the Board when required.



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ARTICLE
VIII 

NOTICES


Section 1.               Whenever,
under the provisions of the statutes or of the certificate of incorporation or
of these by-laws, notice is required to be given to any shareholder, it shall
not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such shareholder, at such shareholder’s address
as it appears on the records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail.


Section 2.               Whenever
any notice whatever is required to be given under the provisions of the statutes
or under the provisions of the certificate of incorporation or these by-laws, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.


ARTICLE IX 

OFFICERS


Section 1.               The
officers of the Corporation shall be chosen by the Board of Directors and may
include a chairman of the board, a President, a Vice President, a Secretary, a
Treasurer and such additional officers as may be designated by the Board of
Directors from time to time.


Section 2.               The
Board of Directors at its first meeting after each annual meeting of
shareholders shall choose a President, a Secretary and a Treasurer, none of
whom need be a member of the Board of Directors.


Section 3.               The
Board of Directors may appoint such other officers and agents as it shall deem
necessary who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors.



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Section 4.               The
salaries of all officers and agents of the Corporation shall be fixed, from
time to time, by the Board of Directors or a committee thereof.


Section 5.               The
officers of the Corporation shall hold office until their successors are chosen
and qualified. Any officer elected or appointed by the Board or Directors may
be removed at any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Corporation shall be filled
by the Board of Directors.


Section 6.               Chairman.  The Chairman, if one is designated by the
Board of Directors, shall preside at all meetings of the shareholders and the
Board of Directors, and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.


Section 7.               President.  The President shall be the chief executive
officer of the Corporation and shall have general management of the business of
the Corporation. In addition, the President, in the absence or inability of the
Chairman or if no Chairman is designated by the Board, shall perform the duties
and exercise the powers of the Chairman, and shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.


Section 8.               The
President shall execute bonds, mortgages and other contracts requiring a seal,
under the seat of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation.


Section 9.               Vice
President.  The Vice President, or if
there shall be more than one, the Vice Presidents in the order determined by
the Board of Directors, shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President and shall



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perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.


Section 10.             Secretary
and Assistant Secretaries.  The
Secretary shall attend all meetings of the Board of Directors and all meetings
of the shareholders and record all the proceedings of the meetings of the
Corporation and of the Board of Directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when required. He
shall give, or cause to be given, notice of all meetings of the shareholders
and special meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or the President, under
whose supervision he shall be. He shall have custody of the corporate seal of
the Corporation and he, or an Assistant Secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by his signature or by the signature of such Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing by his signature.


Section 11.             The
Assistant Secretary, or if there be more than one, the Assistant Secretaries in
the order determined by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.


Section 12.             Treasurer
and Assistant Treasurers.  The
Treasurer shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other



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valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated from time to time by the Board of
Directors.


Section 13.             The
Treasurer shall disburse the funds of the Corporation as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.


Section 14.             If
required by the Board of Directors, the Treasurer shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control
belonging to the Corporation.


Section 15.             The
Assistant Treasurer, or, if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.


ARTICLE X 

CERTIFICATES FOR SHARES


Section 1.               The
shares of the Corporation shall be represented by certificates signed by the
Chairman or Vice Chairman of the Board of Directors, or the President or Vice
President and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of the Corporation, and may be sealed with the seal of
the Corporation or a facsimile thereof.



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When the Corporation is authorized
to issue shares of more than one class, there shall be set forth upon the face
or back of the certificate, or the certificate shall have a statement that the
Corporation will furnish to any shareholder upon request and without charge, a
full statement of the designations, preferences, limitations and relative
rights of the shares of each class authorized to be issued and, if the
Corporation is authorized to issue any preferred or special class in series,
the variations in the relative rights and preferences between the shares of
each such series so far as the same have been fixed and determined and the
authority of the Board of Directors to fix and determine the relative rights
and preferences of subsequent series.


Section 2.               The
signatures of the officers of the Corporation upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee of
the Corporation. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the date of its issue.


Section 3.               Lost
Certificates.  The Board of Directors
may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost or destroyed.
When authorizing such issue of a new certificate, the Board of Directors, in
its discretion and as a condition precedent to the issuance thereof, may
prescribe such terms and conditions as it deems expedient, and may require such
indemnities as it deems adequate, to protect the Corporation from any claim
that may be made against it with respect to any such certificate alleged to
have been lost or destroyed.


Section 4.               Transfers
of Shares.  Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate
representing shares duly endorsed or accompanied by



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proper evidence of succession, assignment or authority to transfer, a
new certificate shall be issued to the person entitled thereto, and the old
certificate canceled and the transaction recorded upon the books of the
Corporation.


Section 5.               Closing
of Transfer Books.  For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof or entitled to receive payment of any
dividend or allotment of any right, or entitled to give a written consent to
any action without a meeting, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, sixty (60) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
(10) days immediately preceding such meeting. If the stock transfer book shall
be closed for the purpose of determining shareholders entitled to give a
written consent to any action without a meeting, such books may not be closed
for more than sixty (60) days before the date fixed for tabulation of consents
or if no date has been fixed for tabulation, the books may not be closed for
more than sixty (60) days before the last day on which consents received may be
counted. In lieu of closing the stock transfer books, the Board of Directors
may fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than sixty (60) days and, in
case of a meeting of shareholders, not less than ten (10) days prior to the
date on which the particular action, requiring such determination of
shareholders, is to be taken and, in case of determining shareholders entitled
to give a written consent the record date may not be more than sixty (60) days
before the date fixed for tabulation of the consents or, if no date has been
fixed for the tabulation, more than sixty (60) days before the last day on
which consents may be



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counted. If the stock transfer books are not closed and no record date
is fixed, the record date for a shareholders’ meeting shall be the close of
business on the day next preceding the day on which notice is given, or, if no
notice is given, the day next preceding the day on which the meeting is held;
and the record date for determining shareholders for any other purpose shall be
at the close of business on the day on which the resolution of the Board
relating thereto is adopted. When a determination of shareholders of record for
a shareholders’ meeting has been made as provided in this section, such
determination shall apply to any adjournment thereof unless the board fixes a
new record date for the adjourned meeting.


Section 6.               Registered
Shareholders.  The Corporation shall
be entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote as such owner,
and to hold liable for calls and assessments a person registered on its books
as the owner of shares, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of New Jersey.


Section 7.               List
of Shareholders.  The officer or
agent having charge of the transfer books for shares shall make, and certify a
complete list of the shareholders entitled to vote at a shareholders’ meeting,
or adjournment thereof, arranged in alphabetical order within each class,
series, or group of shareholders maintained by the Corporation for convenience
of reference, with the address of, and the number of shares held by each
shareholder, which list shall be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any shareholder during
the whole time of the meeting. Such list shall be prima  facie



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evidence as to who are the shareholders entitled to examine such list
or to vote at any meeting of the shareholders.


ARTICLE XI 

GENERAL PROVISIONS


Section 1.               Dividends.  Subject to the provisions of the certificate
of incorporation relating thereto, if any, dividends may be declared by the
Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid by the Corporation in cash, in its bonds, in its own
shares or other property including the shares or bonds of other corporations
subject to any provisions of law and of the certificate of incorporation.


Section 2.               Before
payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Directors from time
to time, in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the Directors shall think
conducive to the interest of the Corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.


Section 3.               Checks.  All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.


Section 4.               Fiscal
Year.  The fiscal year of the
Corporation shall be fixed by resolution of the Board of Directors.


Section 5.               Seal.  The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
“Corporate Seal, New Jersey.” The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.



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ARTICLE XII


AMENDMENTS


Section 1.               These
by-laws may be altered, amended, or repealed or new by-laws may be adopted by
the affirmative vote of a majority of the Board of Directors at any regular or
special meeting of the Board, subject to any provision in the certificate of
incorporation reserving to the shareholders the power to adopt, amend, or
repeal by-laws, but the shareholders may alter or repeal any by-laws made by
the Board and may adopt new by-laws. The shareholders or these by-laws may
prescribe that any by-law made by the shareholders shall not be altered or
repealed by the Board without the approval of the shareholders.


ARTICLE
XIII 

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES,

MEMBERS
OF THE SCIENTIFIC ADVISORY BOARD AND AGENTS


Section 1.               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, a member of the Scientific
Advisory Board 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 the
defense or settlement of 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, or itself,



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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.


Section 2.               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, a Member of the
Corporation’s Scientific Advisory Board 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, except that no
indemnification shall be provided 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 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 such court
shall deem proper.


Section 3.               To
the extent that such director, officer, employee, a Member of the Corporation’s
Scientific Advisory Board or agent has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section 1
and 2 of this Article XIII, or



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in the 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.


Section 4.               Any
indemnification under Section 1 or 2 of this Article XIII (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, a
Member of this Corporation’s Scientific Advisory Board or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in Section 1 or 2, as the case may be. Such determination shall be made
(i) by the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested Directors so directs, by independent legal counsel in a written
opinion, or (iii) by the shareholders of the Corporation.


Section 5.               Expenses
incurred in defending a civil or criminal action, suit or proceeding may be
paid by this Corporation in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors, in the specific
case upon receipt of an undertaking by or on behalf of the Director, officer,
employee, Member of the Corporation’s Scientific Advisory Board or agent to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by this Corporation as authorized in this Article XIII.


Section 6.               The
indemnification provided by this Article XIII shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under
any other by-law, agreement, vote of shareholders or disinterested Directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, officer, employee, Member of the



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Corporation’s Scientific Advisory Board or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.


Section 7.               The
Corporation, when authorized by the Board of Directors, shall purchase and
maintain insurance on behalf of the person who is or was a Director, officer,
employee, Member of the Corporation’s Scientific Advisory Board or agent of the
Corporation, or is or was serving at the request of this Corporation as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in 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 this Article XIII.


ARTICLE XIV


WRITTEN CONSENT


Section 1.               Unless
otherwise provided in the certificate of incorporation, any action required by
this chapter to be taken at any annual or special meeting of shareholders of
the Corporation, or any action that may be taken at any annual or special
meeting of such shareholders, may be taken without a meeting, without prior notice,
and without a vote if a consent in writing, setting forth the action so taken,
is signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.


Section 2.               Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those shareholders who have not
consented in writing. If the action which is consented to is such as would have
required the filing of a certificate under any section of the New Jersey
Business Corporation Act (the “NJBCA”) had the action been voted on by
shareholders at a meeting thereof, then the certificate filed under such



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section shall state, in lieu of any statement required by such section
concerning any vote of shareholders, that written notice and written consent
have been given as provided in Section 14A:5-6 of the NJBCA.


Section 3.               In
order that the Corporation may determine the shareholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. Any
shareholder of record seeking to have the shareholders authorize or take
corporate action by written consent shall, by written notice to the secretary,
request the Board of Directors to fix a record date. The Board of Directors
shall promptly, but in all events within ten (10) days after the date on which
such a request is received, adopt a resolution fixing the record date. If no
record date has been fixed by the Board of Directors within ten (10) days of
the date on which such a request is received, the record date for determining
shareholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in the State of New Jersey,
its principal place of business or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of shareholders are
recorded, to the attention of the Secretary of the Corporation. Delivery shall
be by hand or by certified or registered mail, return receipt requested. If no
record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by applicable law, the record date for
determining shareholders entitled to consent to corporate action in writing



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without a meeting shall be at the close of business on the date on
which the Board of Directors adopts the resolution taking such prior action.


Section 4.               In
the event of the delivery to the Corporation of a written consent or consents
purporting to authorize or take corporate action and/or related revocations
(each such written consent and any revocation thereof is referred to in this
Section 4 as a “Consent”), the Secretary of the Corporation shall provide for
the safekeeping of such Consents and shall as soon as practicable thereafter
conduct such reasonable investigation as he deems necessary or appropriate for
the purpose of ascertaining the validity of such Consents and all matters
incident thereto, including, without limitation, whether the holders of shares
having the requisite voting power to authorize or take the action specified in
the Consents have given consents. No consent to corporate action in writing
without a meeting shall be effective unless delivered to the Corporation within
sixty (60) days following the record date relating thereto fixed pursuant to
Section 3 above.


 



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