**Exhibit3.2**

TRANSKARYOTIC THERAPIES, INC.

AMENDED AND RESTATEDBY-LAWS

# ARTICLE I

# OFFICERS

Transkaryotic Therapies, Inc. (the “Corporation”)shall maintain a registered office in the State of Delaware.  The Corporation may also have other officesat such other places either within or without the State of Delaware, as theBoard of Directors may from time to time designate or the business of theCorporation may require.

# ARTICLE II

# STOCKHOLDERS

## Section 1. Annual Meeting:  The annualmeeting of Stockholders for the election of Directors and the transaction ofany other business as may properly come before such meeting shall be held onthe first Monday in June of each year, or as soon after such date as may bepracticable, in such City and State and at such time and place as may bedesignated by the Board of Directors, and set forth in the notice of suchmeeting.  If said day be a legalholiday, said meeting shall be held on the next succeeding business day.  At the annual meeting any business may betransacted and any corporate action may be taken, whether stated in the noticeof meeting or not, except as otherwise expressly provided by statute or theCertificate of Incorporation.

## Section 2. Special Meetings:  Specialmeetings of the Stockholders for any purpose may be called at any time by theBoard of Directors, the Chairman of the Board, or if no Chairman has beenelected, by the President and Chief Executive Officer, and shall be called bythe Chairman of the Board or, if none, by the President and Chief ExecutiveOfficer at the request of the holders of a majority of the outstanding sharesof capital stock entitled to vote. Special meetings shall be held at such place or places within or withoutthe State of Delaware as shall from time to time be designated by the Board ofDirectors and stated in the notice of such meeting.  At a special meeting no business shall be transacted and nocorporate action shall be taken other than that stated in the notice of themeeting.

## Section 3. Notice of Meetings:  Written noticeof the date, time and place of any Stockholders’ meeting, whether annual orspecial, shall be given to each Stockholder entitled to vote thereat, bymailing the same to him at his address as the same appears upon the records orthe Corporation not less than ten (10) nor more than sixty (60) days prior tothe date of such meeting.  Notice of anyadjourned meeting need not be given other than by announcement at the meetingso adjourned, unless otherwise ordered in connection with suchadjournment.  Such further notice, ifany, shall be given as may be required by law.

## Section 4. Waiver of Notice:  Notice ofmeeting need not be given to any Stockholder who submits a signed waiver ofnotice, in person or by proxy, whether before or after the meeting.  The attendance of any Stockholder at ameeting, in person or by proxy, without 

## 

## protesting prior to the conclusion of the meeting the lack of notice ofsuch meeting, shall constitute a waiver of notice by him.

## Section 5. Quorum:  Any number ofStockholders, together holding at least a majority of the capital stock of theCorporation issued and outstanding and entitled to vote, who shall be presentin person or by proxy at any meeting duly called, shall constitute a quorum forall purposes except as may otherwise be provided by law.

## Section 6. Adjournment of Meetings:  If lessthan a quorum shall attend at the time for which a meeting shall have beencalled, the meeting may be adjourned from time to time by a majority vote ofthe Stockholders present or by proxy and entitled to vote thereat, withoutnotice other than by announcement at the meeting until a quorum shallattend.  Any meeting at which a quorumis present may also be adjourned in like manner and for such time or upon suchcall as may be determined by a majority vote of the Stockholders present inperson or by proxy and entitled to vote thereat.  At any adjourned meeting at which a quorum shall be present, anybusiness may be transacted and any corporate action may be taken which mighthave been transacted at the meeting as originally called.

## Section 7. Voting:  Each Stockholderentitled to vote at any meeting may vote either in person or by proxy, dulyappointed by instrument in writing subscribed by such Stockholder and bearing adate not more than eleven months prior to said meeting, unless said proxyprovides for a longer period.  Theholders of Common Stock shall be entitled to one vote in respect of each shareheld on all matters submitted to a vote of shareholders.  When a quorum is present at any meeting, theholders of a majority of the stock present or represented and voting on amatter (or if there are two or more classes of stock entitled to vote asseparate classes, then in the case of each such class, the holders of amajority of the stock of that class present or represented and voting on amatter) shall decide any matter to be voted upon by the Stockholders at suchmeeting, except when a different vote is required by express provision of law,the Certificate of Incorporation or these By-laws.  Any election by Stockholders shall be determined by a pluralityof the votes cast by the Stockholders entitled to vote at the election.

## Section 8. Nomination of Directors:  Onlypersons who are nominated in accordance with the following procedures shall beeligible for election as Directors. Nomination for election to the Board of Directors of the Corporation ata meeting of Stockholders may be made by the Board of Directors or by anyStockholder of the Corporation entitled to vote for the election of Directorsat such meeting who complies with the notice procedures set forth in thisSection 8.  Such nominations, other thanthose made by or on behalf of the Board of Directors, shall be made by noticein writing delivered to mailed by first class United States mail, postageprepaid, to the Secretary, and received not less than 60 days nor more than 90days prior to such meeting; provided, however, that if less than 70 days’notice or prior public disclosure of the date of the meeting is given to Stockholders,such nomination shall have been mailed or delivered to the Secretary not laterthan the close of business of the 10th day following the date on which thenotice of the meeting was mailed or such public disclosure was made, whicheveroccurs first.  Such notice shall setforth (a) as to each proposed nominee (i) the name, age, business address and,if known, residence address of each such nominee, (ii) the principal occupationor employment of each such nominee, (iii) the number of shares of stock of theCorporation which are beneficially owned by each such nominee, and (iv) anyother information concerning the 

## 2

## 

## nominee that must be disclosed as to nominees in proxy solicitationspursuant to Regulation 14A under the Securities Exchange Act of 1934, asamended (including such person’s written consent to be named as a nominee andto serve as a Director if elected); and (b) as to the Stockholder giving thenotice (i) the name and address, as they appear on the Corporation’s books, ofsuch Stockholder and (ii) the class and number of shares of the Corporationwhich are beneficially owned by such Stockholder.  The Corporation may require any proposed nominee to furnish suchother information as may reasonably be required by the Corporation to determinethe eligibility of such proposed nominee to serve as a Director of theCorporation.

The chairman of the meeting may, if the facts warrant,determine and declare to the meeting that a nomination was not made inaccordance with the foregoing procedure, and if he should so determine, heshall so declare to the meeting and the defective nomination shall bedisregarded.

## Section 9. Notice of Business at Annual Meetings: At an annual meeting of the Stockholders, only such business shall beconducted as shall have been properly brought before the meeting.  To be properly brought before an annualmeeting, business must be (a) specified in the notice of meeting (or anysupplement thereto) given by or at the direction of the Board of Directors, (b)otherwise properly brought before the meeting by or at the direction of theBoard of Directors, or (c) otherwise properly brought before an annual meetingby a Stockholder.  For business to beproperly brought before an annual meeting by a Stockholder, if such businessrelates to the election of Directors of the Corporation, the procedures inSection 8 must be complied with.  Ifsuch business relates to any other matter, the Stockholder must have giventimely notice thereof in writing to the Secretary.  To be timely, a Stockholder’s notice must be delivered to ormailed and received at the principal executive offices of the Corporation notless than 60 days nor more than 90 days prior to the meeting; provided,however, that in the event that less than 70 days’ notice or prior publicdisclosure of the date of the meeting is given or made to Stockholders, noticeby the Stockholder to be timely must be so received not later than the close ofbusiness on the 10th day following the date on which such notice of the date ofthe meeting was mailed or such public disclosure was made, whichever occursfirst.  A Stockholder’s notice to theSecretary shall set forth as to each matter the Stockholder proposes to bringbefore the annual meeting (a) a brief description of the business desired to bebrought before the annual meeting and the reasons for conducting such businessat the annual meeting, (b) the name and address, as they appear on theCorporation’s books, of the Stockholder proposing such business, (c) the classand number of shares of the Corporation which are beneficially owned by theStockholder, and (d) any material interest of the Stockholder in suchbusiness.  Notwithstanding anything inthese By-laws to the contrary, no business shall be conducted at any annualmeeting except in accordance with the procedures set forth in this Section 9and except that any Stockholder proposal which complies with Rule 14a-8 of theproxy rules (or any successor provision) promulgated under the SecuritiesExchange Act of 1934, as amended, and is to be included in the Corporation’sproxy statement for an annual meeting of Stockholders shall be deemed to complywith the requirements of this Section 9.

The chairman of the meeting shall, if the facts warrant,determine and declare to the meeting that business was not properly broughtbefore the meeting in accordance with the provisions of this Section 9, and ifhe should so determine, the chairman shall so declare to the meeting that anysuch business not properly brought before the meeting shall not be transacted.

3

----

Section 10. Action Without Meeting:  Unlessotherwise provided in the Certificate of Incorporation, any action required orpermitted to be taken by Stockholders for or in connection with any corporateaction may be taken without a meeting, without prior notice and without a vote,if a consent or consents in writing, setting forth the action so taken, shallbe signed by the holders of outstanding stock having not less than the minimumnumber of votes that would be necessary to authorize or take such action at ameeting at which all shares entitled to vote thereon were present and voted andshall be delivered to the Corporation by delivery to its registered office inDelaware by hand or certified or registered mail, return receipt requested, toits principal place of business or to an officer or agent of the Corporationhaving custody of the book in which proceedings of meetings of stockholders arerecorded.  Each such written consentshall bear the date of signature of each Stockholder who signs theconsent.  No written consent shall beeffective to take the corporate action referred to therein unless writtenconsents signed by a number of Stockholders sufficient to take such action aredelivered to the Corporation in the manner specified in this paragraph withinsixty days of the earliest dated consent so delivered.

If action is taken by consent of Stockholders and inaccordance with the foregoing, there shall be filed with the records of themeetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent ofStockholders, prompt notice of the taking of such action without a meetingshall be given to those who have not consented in writing and a certificatesigned and attested to by the Secretary of the Corporation that such notice wasgiven shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to issuch as would have required the filing of a certificate under any provision ofthe General Corporation Law of the State of Delaware, if such action had beenvoted upon by the Stockholders at a meeting thereof, the certificate filedunder such provision shall state, in lieu of any statement required by suchprovision concerning a vote of Stockholders, that written consent has beengiven under Section 228 of said General Corporation Law and that written noticehas been given as provided in such Section 228.

Notwithstanding the foregoing, if at any time theCorporation shall have a class of stock registered pursuant to the provisionsof the Securities Exchange Act of 1934, as amended, for so long as such classis registered, any action by the Stockholders of such class must be taken at anannual or special meeting of Stockholders and may not be taken by writtenconsent.

## Section 11. Organization.  The Chairman ofthe Board, or in his absence the Vice Chairman of the Board designated by theChairman of the Board, or the President, in the order named, shall callmeetings of the Stockholder to order, and shall act as chairman of suchmeeting; provided, however, that the Board of Directors may appoint anyStockholder to act as chairman of any meeting in the absence of the Chairman ofthe Board.  The Secretary of theCorporation shall act as secretary at all meetings of the Stockholders; but inthe absence of the Secretary at any meeting of the Stockholders, the presidingofficer may appoint any person to act as secretary of the meeting.

## 4

## 

##  

# ARTICLE III

# DIRECTORS

## Section 1. Number and Qualifications:  TheBoard of Directors shall consist of not less than three (3) nor more than seven(7) Directors.  The Directors need notbe Stockholders.

## Section 2. Responsibilities:  The generalmanagement of the affairs of the Corporation shall be vested in the Board ofDirectors, which may delegate to Officers, employees and to committees ofDirectors such powers and duties as it may from time to time see fit, subjectto the limitations hereinafter set forth, and except as may otherwise beprovided by law.

## Section 3. Election and Term of Office:  TheDirectors shall be elected by the Stockholders at the annual meeting ofStockholders.  If the election ofDirectors shall not be held on the day designated by the By-laws, the Directorsshall cause the same to be held as soon thereafter as may be convenient.  The Directors chosen at any annual meetingshall hold office except as hereinafter provided, until the next annualelection and until the election and qualification of their successors.

## Section 4. Removal and Resignation of Directors: Any Director may be removed from the Board of Directors, only for cause,by the holders of two-thirds of the shares of outstanding stock entitled tovote at any special meeting of the Stockholders called for that purpose, andthe office of such Director shall forthwith become vacant.  Any Director may resign at any time.  Such resignation shall take effect at thetime specified therein, and if no time be specified at the time of its receiptby the Chairman of the Board or if no Chairman has been elected, by thePresident and Chief Executive Officer, or by the Secretary.  The acceptance of a resignation shall not benecessary to make it effective, unless so specified therein.

## Section 5. Filling of Vacancies:  Anyvacancy among the Directors, occurring from any cause whatsoever, may be filledby a majority of the remaining Directors, though less than a quorum, provided,however, that the Stockholders removing any Director may at the same meetingfill the vacancy caused by such removal, and provided further, that if theDirectors fail to fill any such vacancy, the Stockholders may at any specialmeeting called for that purpose fill such vacancy.  In case of any increase in the number of Directors, theadditional Directors may be elected by the Directors in office prior to suchincrease.  Any person elected to fill avacancy shall hold office, subject to the right of removal as hereinbeforeprovided, until the next annual election and until the election andqualification of his successor.

## Section 6. Regular Meetings:  The Board ofDirectors shall hold an annual meeting for the purpose of organization and thetransaction of any business immediately after the annual meeting of theStockholders, provided a quorum is present. Other regular meetings may be held at such times as may be determinedfrom time to time by resolution of the Board of Directors.

## Section 7. Special Meetings:  Specialmeetings of the Board of Directors may be called at any time by the Chairman ofthe Board of Directors, if any, or by the President and Chief ExecutiveOfficer.

## 5

## 

##  

## Section 8. Notice and Place of Meetings: Regular meetings of the Board of Directors may be held without notice atsuch time and place as shall be designated by resolution of the Board ofDirectors.  Notice shall be required,however, for special meetings.  Noticeof any special meeting shall be sufficiently given if mailed to each Directorat his residence or usual place of business at least two (2) days before theday on which the meeting is to be held, or if sent to him at such place bytelegraph or cable, or delivered personally or by telephone not later than 24hours prior to the time at which the meeting is to be held.  No notice of the annual meeting shall berequired if held immediately after the annual meeting or the Stockholders andif a quorum is present.  Notice of ameeting need not be given to any Director who submits a signed waiver of noticebefore or after the meeting, nor to any Director who attends the meetingwithout protesting the lack of notice prior thereto or at its commencement.

## Section 9. Business Transacted at Meetings: Any business may be transacted and any corporate action may be taken atany regular or special meeting of the Board of Directors at which a quorumshall be present, whether such business or proposed action be stated in thenotice of such meeting or not, unless special notice of such business orproposed action shall be required by law.

## Section 10. Quorum:  A majority of the entireBoard of Directors shall be necessary to constitute a quorum for thetransaction of business, and the acts of a majority of the Directors present ata meeting at which a quorum is present shall be the acts of the Board ofDirectors, unless otherwise provided by law, the Certificate of Incorporationor these By-laws.  If a quorum is notpresent at a meeting of the Board of Directors, a majority of the Directorspresent may adjourn the meeting to such time and place as they may determinewithout notice other than announcement at the meeting until enough Directors toconstitute a quorum shall attend.  Whena quorum is once present to organize a meeting, it is not broken by thesubsequent withdrawal of any Directors.

## Section 11. Action Without a Meeting:  Anyaction required or permitted to be taken by the Board of Directors or anycommittee thereof may be taken without a meeting if all members of the Board orthe committee consent in writing to the adoption of a resolution authorizingthe action.  The resolution and thewritten consents thereto by the members of the Board or committee shall be filedwith the minutes of the proceedings of the Board or committee.

## Section 12. Participation by Telephone:  Anyone or more members of the Board or any committee thereof may participate in ameeting of the Board or such committee by means of a conference telephone orsimilar communications equipment allowing all persons participating in themeeting to hear each other at the same time. Participation by such means shall constitute presence in person at ameeting.

## Section 13. Compensation:  The Board of Directorsmay establish by resolution reasonable compensation of all Directors forservices to the Corporation as Directors, including a fixed fee, if any,incurred in attending each meeting. Nothing herein contained shall preclude any Director from serving theCorporation in any other capacity, as an Officer, agent or otherwise, andreceiving compensation therefor.

## 6

## 

##  

# ARTICLE IV

# COMMITTEES

## Section 1. Executive Committee:  The Boardof Directors, by resolution passed by a majority of the entire Board, maydesignate three (3) or more Directors to constitute an Executive Committee tohold office at the pleasure of the Board, which Committee shall, during theintervals between meetings of the Board of Directors, have and exercise all ofthe powers of the Board of Directors in the management of the business andaffairs of the Corporation, subject only to such restrictions or limitations asthe Board of Directors may from time to time specify, or as limited by the DelawareGeneral Corporation Law, and shall have power to authorize the seal of theCorporation to be affixed to all instruments which may require it.  Any member of the Executive Committee may beremoved at any time, with or without cause, by a resolution of a majority ofthe entire Board of Directors.  Anyperson ceasing to be a Director shall ipso facto cease to be a member of theExecutive Committee.  Any vacancy in theExecutive Committee occurring from any cause whatsoever may be filled fromamong the Directors by a resolution of a majority of the entire Board ofDirectors.

## Section 2. Other Committees:  Othercommittees whose members are to be Directors, may be appointed by the Board ofDirectors, which committees shall hold office for such time and have suchpowers and perform such duties as may from time to time be assigned to them bythe Board of Directors or the committee appointing them.  Any member of such a committee may beremoved at any time, with or without cause, by the Board of Directors or thecommittee appointing such committee. Any vacancy in a committee occurring from any cause whatsoever may befilled by the Board of Directors or the committee appointing such committee.

## Section 3. Resignation:  Any member of acommittee may resign at any time.  Suchresignation shall be made in writing and shall take effect at the timespecified therein, or, if no time be specified, at the time of its receipt bythe Chairman of the Board, if any, the President and Chief Executive Officer orthe Secretary.  The acceptance of aresignation shall not be necessary to make it effective unless so specifiedtherein.

## Section 4. Quorum:  A majority of themembers of a committee shall constitute a quorum.  The act of a majority of the members of a committee present atany meeting at which a quorum is present shall be the act of suchcommittee.  The members of a committeeshall act only as a committee, and the individual members thereof shall have nopowers as such.

## Section 5. Record of Proceedings:  Eachcommittee shall keep a record of its acts and proceedings, and shall report thesame to the Board of Directors when and as required by the Board of Directors.

## Section 6. Organization, Meetings, Notices: A committee may hold its meetings at the principal office of theCorporation, or at any other place upon which a majority of the committee mayat any time agree.  Each committee maymake such rules as it may deem expedient for the regulation and carrying on ofits meetings and proceedings, unless otherwise ordered by the ExecutiveCommittees any notice of a meeting of such committee may be given by theSecretary or by the chairman of the committee and shall be sufficiently givenif mailed to each member at 

## 7

## 

##  

## his residence or usual place of business at least five (5) days beforethe day on which the meeting is to be held, or if sent to him at such place bytelecopy, telegraph or cable, or delivered personally or by telephone not laterthan 24 hours prior to the time at which the meeting is to be held.

## Section 7. Compensation:  The members of anycommittee shall be entitled to such compensation as may be established byresolution of the Board of Directors.

# ARTICLE V

# OFFICERS

## Section 1. Number:  The Officers of the Corporationshall be a President and Chief Executive Officer, a Secretary and a Treasurer,and such Vice Presidents and other Officers as may be appointed in accordancewith the provisions of Section 3 of this Article V.  The Board of Directors, in its discretion, may also elect aChairman of the Board of Directors.

## Section 2. Election, Term of Office and Qualifications:  The Officers, except as provided in Section 3 of this Article V,shall be chosen annually by the Board of Directors.  Each such Officer shall, except as herein otherwise provided,hold office until the selection and qualification of his successor.  Any two or more offices may be held by thesame person, except the offices of President and Chief Executive Officer andSecretary.

## Section 3. Other Officers:  Other Officers,including, without limitation, one or more Vice Presidents, AssistantSecretaries and Assistant Treasurers, may from time to time be appointed by theBoard of Directors, which other Officers shall have such powers and perform suchduties as may be assigned to them by the Board of Directors or the Officer orcommittee appointing them.  All suchOfficers shall be corporate officers of the Corporation with the power to hindthe Corporation by acts within the scope or their authority.

## Section 4. Removal of Officers:  Any Officerof the Corporation may be removed from office, with or without cause, by a voteof a majority of the Board of Directors.

## Section 5. Resignation:  Any Officer of theCorporation may resign at any time.  Suchresignation shall be in writing and shall take effect at the time specifiedtherein, and if no time be specified, at the time of its receipt by theChairman of the Board, if any, the President and Chief Executive Officer or theSecretary.  The acceptance of aresignation shall not be necessary in order to make it effective, unless sospecified therein.

## Section 6. Filling of Vacancies:  A vacancyin any office shall be filled by the Board of Directors.

## Section 7. Compensation:  The compensationof the Officers shall be fixed by the Board of Directors, or by any committeeupon whom such power may be conferred by the Board of Directors.

## Section 8. Chairman of the Board of Directors: The Chairman of the Board of Directors, if one is elected, shall be aDirector and shall preside at all meetings of the Board of Directors 

## 8

## 

##  

## and of the Stockholders at which he shall be present.  He shall have power to call special meetingsof the Stockholders or of the Board of Directors or of the Executive Committeeat any time and shall have such power and perform such other duties as may fromtime to time be assigned to him by the Board of Directors.

## Section 9. President and Chief Executive Officer: The President and Chief Executive Officer shall have responsibility forthe general direction of the business affairs and property of the Corporation,and of its several Officers, and shall have and exercise all such powers anddischarge such duties as usually pertain to the office of President and ChiefExecutive Officer.  He shall haveresponsibility for the day-to-day affairs of the Corporation, subject to thecontrol of the Board of Directors.  Heshall perform such duties as may be assigned to him from time to time by the Boardof Directors and shall, in the absence of the Chairman of the Board, performand carry out the functions of the Chairman of the Board.

## Section 10. Secretary:  The Secretary shallattend all meetings of the Board of Directors and of the Stockholders andrecord all votes and the minutes of all proceedings in a book to be kept forthat purpose, and shall perform like duties for any Committee appointed by theBoard.  He shall give or cause to begiven notice of all meetings of Stockholders and special meetings of the Boardof Directors and shall perform such other duties as may be prescribed by theBoard of Directors.  He shall keep insafe custody the seal of the Corporation and affix it to any instrument when soauthorized by the Board of Directors.

## Section 11. Treasurer:  The Treasurer shallhave custody of the corporate funds and securities and shall keep full andaccurate accounts of receipts and disbursements in books belonging to theCorporation and shall deposit all moneys and other valuable effects in the nameand to the credit of the Corporation in such depositaries as may be designatedby the Board of Directors.  He shalldisburse the funds of the Corporation as may he ordered by the Board, takingproper vouchers for such disbursements, and shall render to the President andChief Executive Officer and Directors at the regular meetings of the Board, orwhenever they may require, an account of all his transactions as Treasurer andof the financial condition of the Corporation. He may be required to give bond for the faithful discharge of hisduties.

# ARTICLE VI

# CAPITAL STOCK

## Section 1. Issue of Certificates of Stock: Certificates of capital stock shall be in such form as shall be approvedby the Board of Directors.  They shallbe numbered in the order of their issue, and shall be signed by the Chairman ofthe Board of Directors, the President and Chief Executive Officer or any VicePresident, and by the Treasurer or any Assistant Treasurer or the Secretary orany Assistant Secretary, and the seal of the Corporation or a facsimile thereofshall be impressed, affixed or reproduced thereon.  In case any Officer or Officers who shall have signed any suchcertificate or certificates shall cease to be such Officer or Officers of theCorporation, whether because of death, resignation or otherwise, before suchcertificate or certificates shall have been delivered by the Corporation, suchcertificate or certificates may nevertheless be adopted by the Corporation andbe issued and delivered as though the person or 

## 9

## 

##  

## persons who signed such certificate or certificates have not ceased tobe such Officer or Officers of the Corporation.

## Section 2. Registration and Transfer of Shares: The name of each person owning a share of the capital stock or theCorporation shall be entered on the books of the Corporation together with thenumber of shares held by him, the numbers of the certificates covering suchshares and the dates of issue of such certificates.  The shares of stock of the Corporation shall be transferable onthe books of the Corporation by the holders thereof in person, or by their dulyauthorized attorneys or legal representatives, on surrender and cancellation ofcertificates for a like number of shares, accompanied by an assignment of powerof transfer endorsed thereon or attached thereto, duly executed, and with suchproof of the authenticity of the signature as the Corporation or its agents mayreasonably require.  A record shall bemade of each transfer.  The Board ofDirectors may make other and further rules and regulations concerning thetransfer and registration of certificates for stock.

## Section 3. Lost, Destroyed and Mutilated Certificates:  The holder of any stock of the Corporation shall immediatelynotify the Corporation of any loss, theft, destruction or mutilation of theCertificates therefor.  The Corporationmay issue a new certificate of stock in the place of any certificatetheretofore issued by it and alleged to have been lost, stolen or destroyed.  The Board of Directors may, in itsdiscretion, require the owner of the lost, stolen or destroyed certificate, orhis legal representatives, to give the Corporation a bond, in such sum notexceeding trouble the value of the stock and with such surety or sureties asthey may require, to indemnify it against any claim that may be made against itby reason of the issue of such new certificate and against all other liabilityin the premises, or may remit such owner to such remedy or remedies as he mayhave under the laws of the State of Delaware.

# ARTICLE VII

# DIVIDENDS AND SURPLUS

## Section 1. General Discretion of Directors: The Board of Directors shall have power to fix and vary the amount to beset aside or reserved as working capital of the Corporation, or as reserves, orfor other proper purposes of the Corporation, and, subject to the requirementsof the Certificate of Incorporation, to determine whether any part of thesurplus or net profits of the Corporation shall be declared in dividends and paidto the Stockholders, and to fix the date or dates for the payment of dividends.

# ARTICLE VIII

# MISCELLANEOUS PROVISIONS

## Section 1. Fiscal Year:  The fiscal year ofthe Corporation shall commence on the first day of January and end on the lastday of December.

## Section 2. Corporate Seal:  The corporateseal shall be in such form as approved by the Board of Directors and may bealtered at its pleasure.  The corporateseal may be used by 

## 10

## 

##  

## causing it or a facsimile thereof to be impressed, affixed or reproducedby the Secretary or Assistant Secretary of the Corporation.

## Section 3. Notices:  Except as otherwiseexpressly provided, any notice required by these By-laws to be given shall besufficient if given by depositing the same in a post office or letter box in asealed wrapper with first class postage prepaid thereon and addresses to theperson entitled thereto at his address, as the same appears upon the books ofthe Corporation, or by telecopying, telegraphing or cabling the same to suchperson at such address; and such notice shall be deemed to be given at the timeit was mailed, telecopied, telegraphed or cabled.

## Section 4. Waiver it Notice:  AnyStockholder or Director may at any time, by writing or by telecopy, telegraphor cable, waive any notice required to be given under these By-laws, and if anyStockholder or Director shall be present at any meeting his presence shallconstitute a waiver of such notice.

## Section 5. Contracts, Checks, Drafts:  TheBoard of Directors, except as may otherwise be required by law, may authorizeany Officer or Officers, agent or agents, in the name of and on behalf of theCorporation to enter into any contract or execute or deliver any instrument.  All checks, drafts or other orders for thepayment of money, notes or other evidences of indebtedness issued in the nameof the Corporation, shall be signed by such Officer or Officers, agent oragents of the Corporation, and in such manner, as shall be designated from timeto time by resolution of the Board of Directors.

## Section 6. Deposits:  All funds of theCorporation shall be deposited from time to time to the credit of theCorporation in such bank or banks, trust companies or other depositaries as theBoard of Directors may select, and, for the purpose of such deposit, checks,drafts, warrants and other orders for the payment of money which are payable tothe order of the Corporation, may be endorsed for deposit, assigned anddelivered by any Officer of the Corporation, or by such agents of theCorporation as the Board of Directors, the Chairman of the Board, if any, orthe President and a Chief Executive Officer may authorize for that purpose.

## Section 7. Voting Stock of Other Corporations: Except as otherwise ordered by the Board of Directors or the ExecutiveCommittee, the Chairman of the Board, if any, or the President and ChiefExecutive Officer shall have full power and authority on behalf of theCorporation to attend and to act and to vote at any meeting of the stockholdersof any corporation of which the Corporation is a stockholder and to execute aproxy to any other person to represent the Corporation at any such meeting, andat any such meeting the Chairman of the Board, if any, or the President andChief Executive Officer or the holder of any such proxy, as the case may be,shall possess and may exercise any and all rights and powers incident toownership of such stock and which, as owner thereof, the Corporation might havepossessed and exercised if present.  TheBoard of Directors or the Executive Committee may from time to time confer likepowers upon any other person or persons.

## Section 8. Indemnification of Officers and Directors:  The Corporation shall indemnify any and all of its Directors orOfficers, who shall serve as an Officer or Director of this Corporation or ofany other corporation at the request of this Corporation, to the fullest extentpermitted under and in accordance with the laws of the State of Delaware.

## 11

## 

##  

# ARTICLE IX

# AMENDMENTS

## Section 1. By the Board of Directors:  TheseBy-laws may be altered, amended or repealed or new by-laws may be adopted bythe affirmative vote of a majority of the Directors present at any regular orspecial meeting of the Board of Directors at which a quorum is present.

## Section 2. By the Stockholders:  Except asotherwise provided in Section 3, these By-laws maybe altered, amended or repealed or new by-laws may be adopted by theaffirmative vote of the holders of a majority of the shares of the capitalstock of the Corporation issued and outstanding and entitled to vote at anyregular or special meeting of Stockholders, provided notice of such alteration,amendment, repeal or adoption of new by-laws shall have been stated in thenotice of such regular or special meeting.

## Section 3. Certain Provisions: Notwithstanding any other provision of law, the Certificate ofIncorporation or these By-laws, and notwithstanding the fact that a lesserpercentage may be specified by law, the affirmative vote of the holders of atleast seventy-five percent (75%) of the shares of the capital stock of theCorporation issued and outstanding and entitled to vote shall be required toamend or repeal, or to adopt any provision inconsistent with Sections 2, 7, 8,9, 10 and 11 of Article II, Article III or Article IX of these By-laws.

Dated: September 25, 1996.

12

----

AMENDMENTNO. 1 TO

 

TRANSKARYOTICTHERAPIES, INC.’S AMENDED AND RESTATED BY-LAWS

 

Section 1 of Article III ofTranskaryotic Therapies, Inc.’s Amended and Restated By-Laws be and hereby isdeleted in its entirety and the following is inserted in lieu thereof:

 

“Section1. Number and Qualifications: The number of directors which shall constitutethe whole Board of Directors shall be determined by resolution of the Board ofDirectors, but in no event shall be less than three (3) or more than seven (7).The number of directors may be increased at any time and from time to time by amajority of the directors then in office. The number of directors maybedecreased at any time and from time to time by a majority of the directorsthen in office, but only to eliminate vacancies existing by reason of death,resignation, removal or expiration of the term of one or more directors.Directors need not be stockholders of the Corporation.”

 

 

Approved by Board of Directorson January 22, 1998.

 

13

----

TRANSKARYOTICTHERAPIES, INC.

 

AMENDMENTNO. 2 TO AMENDED AND RESTATED BY-LAWS

 

Pursuant to Section 109 of theDelaware Corporate Law, Article II, Section 2 of the Corporation’s Amended andRestated By-Laws is hereby amended and restated in its entirety as follows:

 

“SPECIAL MEETINGS. Special meetings of the Stockholders for anypurpose may be called at any time by the Board of Directors, the Chairman ofthe Board, or if no Chairman has been elected, by the President and ChiefExecutive Officer, and shall be called by the Chairman of the Board or, ifnone, by the President and Chief Executive Officer at the request of theholders of a majority of the outstanding shares of capital stock entitled tovote. Following receipt of a request by any stockholder or stockholdersentitled to call a special meeting pursuant to this Section 2, the Chairman ofthe Board or, if none, the President and Chief Executive Officer shalldetermine a date and time for the requested meeting, which date shall not beless than 60 days nor more than 90 days after receipt of such request, and theBoard of Directors shall establish a record date for the determination ofstockholders entitled to vote at such meeting. Following such determination andestablishment, it shall be the duty of the Secretary, or if the Secretary beunable or unwilling, an Assistant Secretary, to cause notice of the specialmeeting to be given in accordance with Section 3 of this Article II. Specialmeetings shall be held at such place or places within or without the State ofDelaware as shall from time to time be designated by the Board of Directors andstated in the notice of such meeting. At a special meeting no business shall betransacted and no corporate action shall be taken other than that stated in thenotice of the meeting.”

14

----