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Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ANIMAS CORPORATION Adopted: February 10, 2004
Effective: May 25, 2004 ARTICLE I
OFFICES Section 1.1. Registered Office. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware. Notwithstanding the foregoing, the registered office may
be changed at any time upon a resolution adopted by the Board of Directors. Section 1.2. Other Offices. The Corporation may also have offices at such other places
within or without the State of Delaware as the Board of Directors may from time to time determine
or the business of the Corporation may require. ARTICLE II
MEETINGS OF STOCKHOLDERS Section 2.1. Place. All meetings of the stockholders shall be held at such place within or
without the State of Delaware as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting or in a duly executed waiver thereof. Section 2.2. Annual Meetings. An annual meeting of the stockholders shall be held in each
calendar year within five months after the end of the fiscal year of the Corporation on such day
and at such time and place (within the State of Delaware) as the Board of Directors shall fix, at
which time the stockholders shall elect a Board of Directors and transact such other business as
may properly be brought before the meeting. Any business may be transacted at the meeting,
irrespective of whether the notice of such meeting contains a reference thereto, except as
otherwise provided in these Bylaws, or by statute. Section 2.3. Special Meetings. Special meetings of stockholders may be called at any time,
but only by the chairman of the Board of Directors (the Chairman of the Board), the president of
the Corporation (the President), or upon a resolution adopted by or affirmative vote of a
majority of the Board of Directors, and not by the stockholders. Section 2.4. Notice Of Meetings. Notice of all stockholders meetings stating the time,
place and the objects for which such meetings are called shall be given by the Chairman of the
Board, the President or any vice-president (a Vice-President) or the Secretary (the Secretary)
or any assistant secretary (an Assistant Secretary) of the Corporation to each stockholder of
record entitled to vote at such meeting not less than ten (10) days or more than sixty (60) days
prior to the date of the meeting by written notice delivered personally, electronically, mailed or
delivered via overnight courier to each stockholder. If delivered personally, such notice shall be
deemed to be delivered when received. If mailed or delivered via overnight courier service, such
notice shall be deemed to be delivered when deposited in the United States Mail in a sealed
envelope with postage thereon prepaid, or deposited with the overnight courier service, as the case
may be, addressed to the stockholder at his address as it appears on the stock record books of the
Corporation, unless he shall have filed with the Secretary a written request that notice intended
for him be mailed to some other address, in which case it shall be mailed to the address designated
in such request. If delivered electronically, such notice shall be sent consistent with Article X
hereof.




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Any meeting at which all stockholders entitled to vote have waived or at any time shall waive
notice shall be a legal meeting for the transaction of business, notwithstanding that notice has
not been given as herein before provided. The waiver must be in writing, signed by the stockholder
entitled to the notice, and be delivered to the Corporation for inclusion in the minutes or filing
with the corporate records. Section 2.5. Notice for Nominations and Proposals. 2.5.1. Annual Meetings. (a) Nominations for the election of directors and proposals for any new business to
be taken up at any annual meeting of stockholders may be made by the Board of Directors or, as
provided in this bylaw, by any stockholder of the Corporation entitled to vote generally in the
election of directors, subject to the rights of the holders of preferred stock, if applicable. For
nominations or other business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of the Corporation
and such other business must otherwise be a proper matter for stockholder action. To be timely, a
stockholders notice with respect to any annual must be received by the Secretary at the principal
executive offices of the Corporation not later than the 60th day nor earlier than the 90th day
prior to the first anniversary of the preceding years annual meeting; provided, however, that in
the event that the date of the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder must be so received not earlier than the
90th day prior to the annual meeting and not later than the later of the 60th day prior to the
annual meeting or the 15th day following the day on which public announcement of the date of the
meeting is first made by the Corporation. In no event shall the public announcement of an
adjournment or postponement of an annual meeting commence a new time period for the giving of a
stockholders notice as described above. A stockholders notice shall set forth (A) as to each
person whom the stockholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in solicitations of proxies
for election of directors in an election contest, or is otherwise required, in each case pursuant
to Regulation 14A under the Securities Exchange Act of 1934 (Exchange Act) and Rule 14a-11
thereunder (including such persons written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (B) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and any material
interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the
proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination or proposal is made (1) the name and address of such stockholder, as
they appear on the Corporations books, and of such beneficial owner; (2) the class and number of
shares of the Corporation which are owned beneficially and of record by such stockholder and such
beneficial owner; and (3) a representation that such stockholder and beneficial owner intend to
appear in person or by proxy at the meeting. (b) Notwithstanding anything in paragraph (a) of this Section 2.5.1 to the contrary,
in the event that the number of directors to be elected to the Board of Directors of the
Corporation at the annual meeting is increased pursuant to an act of the Board of Directors of the
Corporation and there is no public announcement by the Corporation naming all of the nominees for
director or specifying the size of the increased Board of Directors on or before the date which is
15 days before the latest date by which a stockholder may timely notify the Corporation of
nominations or other business to be brought by a stockholder in accordance with paragraph (a) of
this Section 2.5.1, a stockholders notice required by this Section 2.5.1 shall also be considered
timely, but only with respect to nominees for any new positions created by such increase, if it
shall be received by the Secretary at the principal executive offices of the Corporation not later
than the 15th day following the day on which such public announcement is first made by the
Corporation. 2.5.2. Special Meetings. Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting pursuant to the Corporations
notice of meeting. Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected pursuant to the Corporations
notice of meeting (i) by or at the direction of the Board of Directors or (ii) provided that the
Board of Directors has determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time of giving of notice
provided for in this bylaw, who shall be entitled to vote at the meeting and who complies with the
notice procedures -2-




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set forth in this bylaw. In the event the Corporation calls a special meeting of stockholders
for the purpose of electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such position(s) as
specified in the Corporations notice of meeting for inclusion in the stockholders notice required
by Section 2.5.1 of these Bylaws if such nomination shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of business on the 90th
day prior to such special meeting and not later than the close of business on the later of the 60th
day prior to such special meeting or the 15th day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a stockholders
notice as described above. 2.5.3. General. Only such persons who are nominated by a stockholder in
accordance with the procedures set forth in this bylaw shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this bylaw. Except as otherwise
provided by law, the Certificate of Incorporation of the Corporation (the Certificate of
Incorporation) or these Bylaws, the Chairman of the Board shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the meeting was made
or proposed, as the case may be, in accordance with the procedures set forth in this bylaw and, if
any proposed nomination or business is not in compliance with this bylaw, to declare that such
defective proposal or nomination shall be disregarded. 2.5.4. Public Announcement. For purposes of this bylaw, public
announcement shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act. 2.5.5. Non-Exclusivity. If the Corporation is required under Rule 14a-8
under the Exchange Act to include a stockholders proposal in its proxy statement, such stockholder
shall be deemed to have given timely notice for purposes of this bylaw with respect to such
proposal. Nothing in this bylaw shall be deemed to affect any rights of the holders of any series
of Preferred Stock to elect directors. Section 2.6. Quorum. Except as may be otherwise provided by law, a majority of the
outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. In the event that a majority of the outstanding
shares are represented at any meeting, action on a matter is approved if the votes cast favoring
the action exceed the votes cast opposing the action, unless the question is one upon which by
express provision of law or of the Certificate of Incorporation or of these Bylaws a larger or
different vote is required, in which case such express provision shall govern and control the
decision of each question. If a quorum of the shares entitled to vote shall fail to be obtained at
any meeting, or in the event of any other proper business purpose, the chair of the meeting or the
holders of a majority of the shares present, in person or by proxy, may adjourn the meeting to
another place, date or time by announcement to stockholders present in person at the meeting and no
other notice of such place, date or time need be given. Section 2.7. Organization. At every meeting of the stockholders the Chairman of the Board,
or, in his absence, the President, or in the absence of the Chairman of the Board and the
President, a director or an officer of the Corporation designated by the Board shall act as
chairman. The Secretary, or, in his absence, an Assistant Secretary, shall act as secretary at all
meetings of the stockholders. In the absence from any such meeting of the Secretary and any
Assistant Secretary, the chairman may appoint any person to act as secretary of the meeting. Section 2.8. Closing of Transfer Books or Fixing of Record Date. For the purpose of
determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix in advance a date as the record date for any
such determination of stockholders, such date in any case to be not more than sixty (60) days and
not less than ten (10) days prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of stockholders entitled to notice of or to vote -3-




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at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date
on which notice of the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the record date for such
determination of stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this Section, such determination shall apply
to any adjournment thereof. Section 2.9. Voting Lists. The officer or agent having charge of the stock transfer books
for common shares of the Corporation shall make available, within two (2) business days after
notice of a meeting is given, a complete list of the stockholders entitled to vote at such meeting
or any adjournment thereof, arranged in alphabetical order, with the address of and the number of
shares held by each stockholder, which list, for a period beginning within two (2) business days
after notice of such meeting is given, shall be subject to inspection by any stockholder at any
time either (a) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting, or (b) during
ordinary business hours, at the principal place of business of the Corporation. If the meeting is
to be held at a place, then the list shall be produced and kept at the time and place of the
meeting during the whole time thereof and may be inspected by any stockholder who is present. If
the meeting is to be held solely by means of remote communication, then the list shall also be open
to the examination of any stockholder during the whole time of the meeting on a reasonably
accessible electronic network, and the information required to access such list shall be provided
with the notice of the meeting. In the event of any challenge to the right of any person to vote
at the meeting, the presiding officer at such meeting may rely on said list as proper evidence of
the right of parties to vote at such meeting. Section 2.10. Proxies. Stockholders of record who are entitled to vote may vote at any
meeting either in person or by written proxy, which shall be filed with the secretary of the
meeting before being voted. Such proxy shall entitle the holders thereof to vote at any
adjournment of such meeting, but shall not be valid after the final adjournment thereof. No proxy
shall be valid after the expiration of eleven (11) months from the date of its execution unless the
stockholder executing it shall have specified therein the length of time it is to continue in
force, which shall be for some limited period. A proxy is revocable by the stockholder unless it
conspicuously states that it is irrevocable and the appointment of the proxy is coupled with an
interest. Section 2.11. Voting of Shares. Except as otherwise provided in the Certificate of
Incorporation or these Bylaws, each share of Common Stock shall have all voting rights accorded to
holders of Common Stock pursuant to the Delaware General Corporation Law, at the rate of one vote
per share. Section 2.12. Business and Order of Business. At each meeting of the stockholders such
business may be transacted as may properly be brought before such meeting, except as otherwise
provided by law or in these Bylaws. The order of business at all meetings of the stockholders
shall be as determined by the Chairman, unless otherwise determined by a majority in interest of
the stockholders present in person or by proxy at such meeting and entitled to vote thereat. ARTICLE IIIBOARD OF DIRECTORS Section 3.1. Number. The number of directors of the Corporation shall be such number,
neither fewer than three nor more than fifteen (exclusive of directors, if any, to be elected by
holders of Preferred Stock of the Corporation, voting separately as a class), as determined by a
majority vote of the Board of Directors. The Board of Directors has the power to fix or change the
number of directors, including an increase or decrease in the number of directors, from time to
time as established by a majority vote of the Board of Directors. A director need not be a
stockholder or a resident of the state of Delaware. Section 3.2. Powers of Directors. The Board of Directors shall have the entire management
of the business of the Corporation. In the management and control of the property, business and
affairs of the Corporation, the Board of Directors is hereby vested with all the powers possessed
by the Corporation itself, so far as this delegation of authority is not inconsistent with the laws
of the State of Delaware, with the Certificate of Incorporation, or with these Bylaws. The Board
of Directors shall have the power to determine what constitutes net earnings, profits, and surplus,
respectively, what amount shall be reserved for working capital and to establish reserves for any
other proper purpose, and what amount shall be declared as dividends, and such determination by -4-




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the Board of Directors shall be final and conclusive. The Board of Directors shall have the power
to declare dividends for and on behalf of the Corporation, which dividends may include or consist
of stock dividends. Section 3.3. Regular Meetings of the Board. Immediately after the annual election of
directors, the newly elected directors may meet at the same place for the purpose of organization,
the election of corporate officers and the transaction of other business; if a quorum of the
directors be then present no prior notice of such meeting shall be required. Other regular
meetings of the Board of Directors shall be held at such times and places as the Board of Directors
by resolution may determine and specify, and if so determined no notice thereof need be given,
provided that, unless all the directors are present at the meeting at which said resolution is
passed, the first meeting held pursuant to said resolution shall not be held for at least five (5)
days following the date on which the resolution is passed. Section 3.4. Special Meetings. Special meetings of the Board of Directors may be held at
any time or place whenever called by the Chairman of the Board, the President, the Chief Financial
Officer or the Secretary, or by written request of at least two directors, notice thereof being
given to each director by the Secretary or other officer calling the meeting, or they may be held
at any time without formal notice provided all of the directors are present or those not present
shall at any time waive or have waived notice thereof. Section 3.5. Notice. Notice of any special meetings shall be given at least two (2) days
previously thereto by written notice delivered personally, by mail, by telegram, by overnight
courier service, or by facsimile. If mailed, such notice shall be mailed to each director at his
business address no less than five (5) days previously thereto, and shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be
given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to
the telegraph company. If notice be delivered via overnight courier service, such notice shall be
deemed to be delivered when deposited with the overnight courier service. If notice be given by
facsimile, such notice shall be deemed to be delivered when confirmation of the transmission is
received. Section 3.6. Quorum. A majority of the members of the Board of Directors, as constituted
for the time being, shall constitute a quorum for the transaction of business, but a lesser number
may adjourn any meeting and the meeting may be held as adjourned without further notice. If a
quorum is present when a vote is taken, the affirmative vote of a majority of the directors present
is the act of the Board of Directors, except as otherwise provided by law or by these Bylaws. The
fact that a director has an interest in a matter to be voted on by the meeting shall not prevent
his being counted for purposes of a quorum. Section 3.7. Informal Action by Directors. Any action required to be taken at a meeting of
the Board of Directors, or any other action which may be taken at a meeting of the Board of
Directors, may be taken without a meeting if all directors consent to taking such action without a
meeting. The action must be evidenced by one or more written consents describing the action taken,
signed by each director, and shall be included in the minutes or filed with the corporate records
reflecting the action taken. Section 3.8. Meetings by any Form of Communication. The Board of Directors shall have the
power to permit any and all directors to participate in a regular or special meeting by, or conduct
the meeting through the use of any means of communication by which all directors participating may
simultaneously hear each other during the meeting. A director participating in a meeting by this
means is deemed to be present in person at the meeting. Section 3.9. Organization. At each meeting of the Board of Directors, the Chairman of the
Board, or in the absence of the Chairman of the Board, a director designated by the Board of
Directors shall act as chairman. The Secretary, or, in the Secretarys absence, any person
appointed by the chairman, shall act as secretary of the meeting. Section 3.10. Resignations. A director may resign at any time by delivering written notice
to the Board of Directors, the Chairman of the Board or the President. Resignation is effective
when the notice is delivered, unless the notice specifies a later effective date. -5-




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Section 3.11. Compensation. By resolution of the Board of Directors, the directors may be
paid their expenses, if any, of attendance at each meeting of the Board of Directors. No such
payment shall preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. ARTICLE IVCOMMITTEES Section 4.1. Appointment and Powers. The Board of Directors may, by resolution passed by a
majority of the Board of Directors, create one or more committees, each committee to consist of two
or more directors of the Corporation, which, to the extent provided in said resolution or in these
Bylaws and not inconsistent with the Delaware General Corporation Law, shall have and may exercise
the powers of the Board of Directors 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. Such committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors. The Board of Directors may, by
resolution passed by a majority of the Board of Directors, abolish any such committee. Section 4.2. Term of Office and Vacancies. Each member of a committee shall continue in
office until a director to succeed him shall have been elected and shall have qualified, or until
he ceases to be a director or until he shall have resigned or shall have been removed in the manner
hereinafter provided. Any vacancy in a committee shall be filled by the vote of a majority of the
whole Board of Directors at any regular or special meeting thereof. Section 4.3. Organization. Unless otherwise provided by the Board of Directors, each
committee shall appoint a chairman. Each committee shall keep a record of its acts and proceedings
and report the same from time to time to the Board of Directors as the Board of Directors may
require. Section 4.4. Resignations. Any member of a committee may resign from the committee at any
time by giving written notice to the Chairman of the Board, the President or the Secretary. Such
resignation shall take effect at the time of the receipt of such notice or at any later time
specified therein, and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. Section 4.5. Removal. Any member of a committee may be removed from the committee with or
without cause at any time by resolution passed by a majority of the Board of Directors at any
regular or special meeting. Section 4.6. Meetings. Regular meetings of each committee, of which no notice shall be
required, shall be held on such days and at such places as the chairman of the committee shall
determine or as shall be fixed by a resolution passed by a majority of all the members of such
committee. Special meetings of each committee will be called by the Secretary at the request of
any two members of such committee, or in such other manner as may be determined by the committee.
Notice of each special meeting of a committee shall be mailed to each member thereof at least two
days before the meeting or shall be given personally or by telephone or other electronic
transmission at least one day before the meeting. Every such notice shall state the date, time and
place of the meeting, but need not state the purposes of the meeting. No notice of any meeting of
a committee shall be required to be given to any alternate. Section 4.7. Quorum and Manner of Acting. Unless otherwise provided by resolution of the
Board of Directors, a majority of a committee shall constitute a quorum for the transaction of
business and the act of a majority of those present at a meeting at which a quorum is present shall
be the act of such committee. The members of each committee shall act only as a committee and the
individual members shall have no power as such. Actions taken at a meeting of any committee shall
be reported to the Board of Directors at its next meeting following such committee meeting;
provided that, when the meeting of the Board of Directors is held within two (2) days after the
committee meeting, such report may be made to the Board of Directors at its second meeting
following such committee meeting. -6-




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Section 4.8. Compensation. Each member of a committee shall be paid such compensation, if
any, as shall be fixed by the Board of Directors. ARTICLE VWAIVER OF NOTICE Whenever any notice is required to be given by these Bylaws, or the Certificate of
Incorporation, or any laws of the State of Delaware, a waiver thereof in writing signed by the
person or persons entitled to such notice and filed with the minutes or corporate records, whether
before or after the time stated therein, shall be deemed equivalent thereto. Where the person or
persons entitled to such notice sign the minutes of any stockholders or directors meeting, which
minutes contain the statement that said person or persons have waived notice of the meeting, then
such person or persons are deemed to have waived notice in writing. A stockholders attendance at
a meeting waives objection to lack of notice or defective notice of the meeting, unless the
stockholder at the beginning of the meeting (or promptly upon the stockholders arrival) objects to
holding the meeting or transacting business at the meeting, and also waives objection to
consideration of a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the stockholder objects to considering the matter when it
is presented. A directors attendance at or participation in a meeting waives any required notice
to the director of the meeting unless the director at the beginning of the meeting (or promptly
upon the directors arrival) objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting. ARTICLE VIOFFICERS Section 6.1. Number. The officers of the Corporation shall be a Chairman of the Board,
Chief Executive Officer, President, Chief Financial Officer, one or more Vice-Presidents (the
number thereof to be determined by the Board of Directors), a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors. Such other officers and assistant officers as may
be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices
may be held by the same person, except the offices of President and Secretary. Section 6.2. Election and Term of Office. The officers of the Corporation to be elected by
the Board of Directors shall be elected annually by the Board of Directors at the first meeting of
the Board of Directors held after each annual meeting of the stockholders. If the election of
officers shall not be held in such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor is duly elected and is
qualified or until his death or until he resigns or is removed in the manner hereinafter provided. Section 6.3. Removal. Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever in its judgment the best interests of the
Corporation would be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Section 6.4. Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of
the term. Section 6.5. Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the stockholders and the directors. The Chairman of the Board shall represent the
Corporation in all matters involving the stockholders of the Corporation. He shall also perform
such other duties the Board of Directors may assign to him from time to time. Section 6.6. Chief Executive Officer. The Chief Executive Officer shall in general
supervise and control all of the business and affairs of the Corporation. He shall, in the absence
of the Chairman of the Board, preside at all meetings of the stockholders and shall enforce the
observance of the Bylaws of the Corporation and the rules of order for the meetings of the Board of
Directors and the stockholders. He shall keep the Board of Directors appropriately informed on the
business and affairs of the Corporation. He may sign, either alone or with the Secretary, an
Assistant Secretary or any other proper officer of the Corporation thereunto authorized by the
Board of -7-




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Directors, certificates for shares of the Corporation, any deed, mortgages, bonds, contracts, or
other instruments which the Board of Directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be
otherwise signed or executed, and in general shall perform all duties incident to the office of
Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from
time to time. Section 6.7. President. The President shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the Board of Directors
are carried into effect. He shall, in the absence of the Chairman of the Board and the Chief
Executive Officer, preside at all meetings of the stockholders. He may sign, either alone or with
any other proper officer, as necessary, certificates for shares of the Corporation, any deed,
mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be
executed, except in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or
shall be required by law to be otherwise signed or executed, and in general shall perform all
duties incident to the office of President and such other duties as may be prescribed by the Board
of Directors from time to time. Section 6.8. Chief Financial Officer and Treasurer. The Chief Financial Officer shall also
serve as the Treasurer of the Corporation and shall arrange for the keeping of adequate records of
all assets, liabilities and transactions of the corporation. He shall provide for the
establishment of internal controls and see that adequate audits are currently and regularly made.
He shall submit to the President, the Chief Operating Officer, the Chairman of the Board and the
Board of Directors timely statements of the accounts of the corporation and the financial results
of the operations thereof. Section 6.9. Assistant Treasurers. The Assistant Treasurer or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no
such determination, then in the order of their election), shall, in the absence of the Treasurer or
in the event of his inability or refusal to act, 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. Section 6.10. Chief Operating Officer. If a Chief Operating Officer is elected, the Chief
Operating Officer shall supervise the operation of the Corporation, subject to the policies and
directions of the Board of Directors. He shall provide for the proper operation of the Corporation
and oversee the internal interrelationship amongst any and all departments of the Corporation. He
shall submit to the President and the Board of Directors timely reports on the operations of the
Corporation. Section 6.11. The Vice-Presidents. In the absence of the President or in the event of his
death, inability or refusal to act, the Vice-President (or in the event there be more than one
Vice-President, the Vice-Presidents in the order designated at the time of their election, or in
the absence of any designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President . Any Vice-President may sign, either alone or with the Secretary
or an Assistant Secretary, certificates for shares of the Corporation any deed, mortgages, bonds,
contracts or other instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by the Board of
Directors or by these bylaws to some other officer or agent of the Corporation, or shall be
required by law to be otherwise signed or executed, and shall perform such other duties as from
time to time may be assigned to him by the President or by the Board of Directors. Section 6.12. The Secretary. The Secretary shall: (a) prepare and keep the minutes of the
stockholders and of the Board of Directors meetings in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws
or as required by law; (c) be custodian of the corporate records and of the seal (if any) of the
Corporation and see that said seal is affixed to all documents, the execution of which on behalf of
the Corporation under its seal is duly authorized; (d) keep a register of the post office address
of each stockholder which shall be furnished to the Secretary by such stockholder; (e) sign with
the President or a Vice-President certificates for shares of the Corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (f) have general charge of the
stock transfer books of the -8-




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Corporation; and (g) in general perform all duties as from time to time may be assigned to him by
the President or by the Board of Directors. Section 6.13. Assistant Secretaries. The Assistant Secretaries, when authorized by the
Board of Directors, may sign with the President or a Vice-President certificates for shares of the
Corporation the issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Secretaries, in general, shall perform such duties as shall be assigned
to them by the Secretary, or by the President or the Board of Directors. Section 6.14. Registered Agent. The Board of Directors shall appoint a Registered Agent
for the Corporation in accordance with the Delaware General Corporation Law and may pay the agent
such compensation from time to time as it may deem appropriate. ARTICLE VII
INDEMNIFICATION AND INSURANCE Section 7.1. Indemnification by Corporation. 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 or she 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 or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner he or she
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 or her conduct
was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendereor its equivalent, shall not, of itself, create a
presumption that the parson did not act in good faith and in a manner which he or she 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 or her conduct was
unlawful. Section 7.2. Suit by or in the Right of the Corporation. 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 or she 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 or her in
connection with the defense or settlement of such action or suit if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the Corporation unless and
only to the extent that the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper. Section 7.3. Success on the Merits. 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 7.1. or Section 7.2. of this Article, or in defense of
any claim, issue or matter therein, he or she shall be indemnified against expenses (including
attorneys fees) actually and reasonably incurred by him or her in connection therewith. Section 7.4. Determination that Indemnification is Proper. Any indemnification under
Section 7.1. or Section 7.2. of this Article (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 or she has met
the applicable standard of conduct set forth in such section. Such determination shall be made: -9-




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(a) 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 (b) 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 (c) By the stockholders. Section 7.5. Expenses. Expenses (including attorneys fees) incurred by an officer or
director in defending a 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 or she is not entitled to be indemnified by the
Corporation as authorized in this Section. 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 of
directors deems appropriate. Section 7.6. Non-Exclusivity of Indemnification Rights. The indemnification and
advancement of expenses provided by or granted pursuant to the other sections of this Article shall
not be deemed exclusive of any other rights to which those seeking indemnification or advancement
of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office. Section 7.7. Insurance. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another Corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him or her and incurred by him or her in any such capacity,
or arising out of his or her status as such, whether or not the Corporation would have the power to
indemnify him or her against such liability under the provisions of this Article. Section 7.8. Continuance of Indemnification. The indemnification and advancement of
expenses provided by or granted pursuant to this Article 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. The rights to indemnification and advancement of expenses provided by or granted pursuant
to this Article shall constitute a contract between the Corporation and each director, officer,
employee or agent of the Corporation in each circumstance, and each such person shall have all
rights available in law or equity to enforce such contract rights against the Corporation. Any
repeal or modification of any provision of this Article shall not adversely affect or deprive any
director, officer, employee or agent of any right or protection offered by such provision prior to
such repeal or modification. Section 7.9. Definition of the Corporation. For purposes of this Article, references to
the Corporation shall include, in addition to the resulting Corporation. any constituent
Corporation (including any constituent of a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a director, officer
employee or agent of such constituent Corporation, or is or was serving at the request of such
constituent Corporation as a director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same position under this
Article with respect to the resulting or surviving Corporation as he or she would have with respect
to such constituent Corporation of its separate existence bad continued. Section 7.10. Definition of Other Enterprises. For purposes of this Article, references
to other enterprises shall include employee benefit plans; references to fines shall include
any excise taxes assessed on a person with respect to any employee benefit plan; and references to
serving at the request of the Corporation shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed
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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. ARTICLE VIIICONTRACTS, LOANS, CHECKS AND DEPOSITS Section 8.1. Contracts. The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be general or confined to specific
instances. Section 8.2. Loans. The Corporation shall not make any loan other than a sale on credit in
the ordinary course of business or a life insurance policy loan, either directly or indirectly, to
any director or officer of the Corporation except with the consent of the holders of a majority of
all the outstanding shares owned or controlled by stockholders other than a stockholder for whose
benefit such action is being taken, or if the Board of Directors determines that the loan benefits
the Corporation and approves the transaction. Section 8.3. Checks, Drafts, etc. All checks, drafts, or other orders for the pavement of
money, notes or 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
from time to time be determined by resolution of the Board of Directors. Section 8.4. Deposits. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks, trust companies or
other depositories as the Board of Directors may select. ARTICLE IX
CERTIFICATES OF STOCK Section 9.1. Right to Certificate. 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, or the President or a Vice-President and the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying
the number of shares owned by him in the Corporation. Section 9.2. Statements Setting Forth Rights. If the Corporation shall be authorized to
issue more than one class of stock or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such preferences and rights
shall be set forth in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the
foregoing requirements, there may be set forth on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each stockholder who so requests me designations,
preferences and relative, participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such preferences and rights. Section 9.3. Facsimile Signature. Where a certificate is countersigned (1) by a transfer
agent other than the Corporation or its employee, or, (2) by a registrar other than the Corporation
or its employee, the signatures of the officers of the Corporation may be facsimiles. In case any
officer who has signed or whose facsimile signature has been placed upon a 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 issue. Section 9.4. Lost Certificates. The Board of Directors may delegate to its transfer agent
the authority to issue without further action or approval of the Board, a new certificate or
certificates in place of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the receipt by the transfer agent of an
affidavit of that fact by the person claiming the certificate of stock to be lost, -11-




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stolen or destroyed, and upon the receipt from the owner of such lost, stolen or destroyed
certificate, or certificates, or his legal representative of a bond as indemnity against any claim
that may be made with respect to the certificate alleged to have been lost, stolen or destroyed. Section 9.5. Transfers of Stock. Upon surrender to the Corporation or the transfer agent
of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, and if such shares are not restricted as to
transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books. Section 9.6. Transfer Agents and Registrars. The Board of Directors may appoint one or
more corporate transfer agents and registrars. Section 9.7. Registered Ownership of Shares. The Corporation shall be entitled to treat
the person in whose name any share of its stock is registered as the owner thereof for all purposes
and shall not be bound to recognize any equitable or other claim to, or interest in, such share on
the part of any other person, whether or not the Corporation shall have notice thereof, except as
expressly provided by applicable law. ARTICLE X
NOTICE BY ELECTRONIC TRANSMISSION Section 10.1. Notice by Electronic Transmission. Without limiting the manner by which
notice otherwise may be given effectively to stockholders pursuant to the Delaware General
Corporation Law, the Certificate of Incorporation or these Bylaws, any notice to stockholders given
by the Corporation under any provision of the Delaware General Corporation Law, the Certificate of
Incorporation or these Bylaws shall be effective if given by a form of electronic transmission
consented to by the stockholder to whom the notice is given. Any such consent shall be revocable
by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked
if: (a) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices
given by the Corporation in accordance with such consent; and (b) such inability becomes known to
the secretary or an assistant secretary of the Corporation or to the transfer agent, or other
person responsible for the giving of notice. However, the inadvertent failure to treat such
inability as a revocation shall not invalidate any meeting or other action. Any notice given
pursuant to the preceding paragraph shall be deemed given: (i) if by facsimile telecommunication,
when directed to a number at which the stockholder has consented to receive notice; (ii) if by
electronic mail, when directed to an electronic mail address at which the stockholder has consented
to receive notice; (iii) if by a posting on an electronic network together with separate notice to
the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of
such separate notice; and (iv) if by any other form of electronic transmission, when directed to
the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent
or other agent of the Corporation that the notice has been given by a form of electronic
transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Section 10.2. Definition of Electronic Transmission. An electronic transmission means
any form of communication, not directly involving the physical transmission of paper, that creates
a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be
directly reproduced in paper form by such a recipient through an automated process. ARTICLE XI
GENERAL PROVISIONS Section 11.1. Dividends. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by the Board of
Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the Certificate of
Incorporation. Section 11.2. Reserves. 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
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discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conclusive 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 11.3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution
of the Board of Directors. Section 11.4. Seal. This Corporation may or may not have a seal and in any event the
failure to affix a corporate seal to any instrument executed by the Corporation shall not affect
the validity thereof. If a seal is adopted, the seal of this Corporation shall include the
following letters cut or engraved thereon: ANIMAS CORPORATION ARTICLE XII
AMENDMENTS Section 12.1. Amendments. The Board of Directors is expressly authorized to repeal, alter,
amend or rescind these Bylaws of the Corporation by vote of a majority of the Board of Directors at
a legal meeting held in accordance with these Bylaws. Notwithstanding any other provision of these
Bylaws (and notwithstanding some lesser percentage that may be specified by law), the Bylaws may be
repealed, altered, amended or rescinded by the stockholders of the Corporation as described in the
Corporations Certificate of Incorporation. -13-




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BYLAWS OF ANIMAS CORPORATION Table of Contents ARTICLE I OFFICES
    
    
    1Section 1.1. Registered Office
    
    
    1Section 1.2. Other Offices
    
    
    1ARTICLE II MEETINGS OF STOCKHOLDERS
    
    
    1Section 2.1. Place
    
    
    1Section 2.2. Annual Meetings
    

    
    1Section 2.3. Special Meetings
    
    
    1Section 2.4. Notice Of Meetings
    
    
    1Section 2.5. Notice for Nominations and Proposals
    
    
    2Section 2.6. Quorum
    
    
    3Section 2.7. Organization
    
    
    3Section 2.8. Closing of Transfer Books or Fixing of Record Date
    
    
    3Section 2.9. Voting Lists
    
    
    4Section 2.10. Proxies
    
    
    4Section 2.11. Voting of Shares
    
    
    4Section 2.12. Business and Order of Business
    
    
    4ARTICLE III BOARD OF DIRECTORS
    
    
    4Section 3.1. Number
    
    
    4Section 3.2. Powers of Directors
    
    
    4Section 3.3. Regular Meetings of the Board
    
    
    5Section 3.4. Special Meetings
    
    
    5Section 3.5. Notice
    
    
    5Section 3.6. Quorum
    
    
    5Section 3.7. Informal Action by Directors
    
    
    5Section 3.8. Meetings by any Form of Communication
    
    
    5Section 3.9. Organization
    
    
    5Section 3.10. Resignations
    
    
    5Section 3.11. Compensation
    
    
    6ARTICLE IV COMMITTEES
    
    
    6Section 4.1. Appointment and Powers
    
    
    6Section 4.2. Term of Office and Vacancies
    
    
    6Section 4.3. Organization
    
    
    6Section 4.4. Resignations
    
    
    6Section 4.5. Removal
    
    
    6Section 4.6. Meetings
    
    
    6Section 4.7. Quorum and Manner of Acting
    
    
    6Section 4.8. Compensation
    
    
    7ARTICLE V WAIVER OF NOTICE
    
    
    7ARTICLE VI OFFICERS
    
    
    7Section 6.1. Number
    
    
    7Section 6.2. Election and Term of Office
    
    
    7Section 6.3. Removal
    
    
    7
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Section 6.4. Vacancies
    
    
    7Section 6.5. Chairman of the Board
    
    
    7Section 6.6. Chief Executive Officer
    
    
    7Section 6.7. President
    
    
    8Section 6.8. Chief Financial Officer and Treasurer
    
    
    8Section 6.9. Assistant Treasurers
    
    
    8Section 6.10. Chief Operating Officer
    
    
    8Section 6.11. The Vice-Presidents
    
    
    8Section 6.12. The Secretary
    
    
    8Section 6.13. Assistant Secretaries
    
    
    9Section 6.14. Registered Agent
    
    
    9ARTICLE VII INDEMNIFICATION AND INSURANCE
    
    
    9Section 7.1. Indemnification by Corporation
    
    
    9Section 7.2. Suit by or in the Right of the Corporation
    
    
    9Section 7.3. Success on the Merits
    
    
    9Section 7.4. Determination that Indemnification is Proper
    
    
    9Section 7.5. Expenses
    
    
    10Section 7.6. Non-Exclusivity of Indemnification Rights
    
    
    10Section 7.7. Insurance
    
    
    10Section 7.8. Continuance of Indemnification
    
    
    10Section 7.9. Definition of the Corporation
    
    
    10Section 7.10. Definition of Other Enterprises
    
    
    10ARTICLE VIII CONTRACTS, LOANS, CHECKS AND DEPOSITS
    
    
    11Section 8.1. Contracts
    
    
    11Section 8.2. Loans
    
    
    11Section 8.3. Checks, Drafts, etc
    
    
    11Section 8.4. Deposits
    
    
    11ARTICLE IX CERTIFICATES OF STOCK
    
    
    11Section 9.1. Right to Certificate
    
    
    11Section 9.2. Statements Setting Forth Rights
    
    
    11Section 9.3. Facsimile Signature
    
    
    11Section 9.4. Lost Certificates
    
    
    11Section 9.5. Transfers of Stock
    
    
    12Section 9.6. Transfer Agents and Registrars
    
    
    12Section 9.7. Registered Ownership of Shares
    
    
    12ARTICLE X NOTICE BY ELECTRONIC TRANSMISSION
    
    
    12Section 10.1. Notice by Electronic Transmission
    
    
    12Section 10.2. Definition of Electronic Transmission
    
    
    12ARTICLE XI GENERAL PROVISIONS
    
    
    12Section 11.1. Dividends
    
    
    12Section 11.2. Reserves
    
    
    12Section 11.3. Fiscal Year
    
    
    13Section 11.4. Seal
    
    
    13ARTICLE XII AMENDMENTS
    
    
    13Section 12.1. Amendments
    
    
    13
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