BY OR ON
BEHALF OF THE DIRECTOR, OFFICER, EMPLOYEE, MEMBER OF THE CORPORATION'S
SCIENTIFIC ADVISORY BOARD OR AGENT TO REPAY SUCH AMOUNT UNLESS IT SHALL
ULTIMATELY BE DETERMINED THAT HE IS ENTITLED TO BE INDEMNIFIED BY THIS
CORPORATION AS AUTHORIZED IN THIS ARTICLE XIII.
SECTION 6.
THE INDEMNIFICATION PROVIDED BY THIS ARTICLE XIII SHALL
NOT BE DEEMED EXCLUSIVE OF ANY OTHER RIGHTS TO WHICH THOSE SEEKING
INDEMNIFICATION MAY BE ENTITLED UNDER ANY OTHER BY-LAW, AGREEMENT, VOTE OF
SHAREHOLDERS OR DISINTERESTED DIRECTORS OR OTHERWISE, BOTH AS TO ACTION IN HIS
OFFICIAL CAPACITY AND AS TO ACTION IN ANOTHER CAPACITY WHILE HOLDING SUCH
OFFICE, AND SHALL CONTINUE AS TO A PERSON WHO HAS CEASED TO BE A DIRECTOR,
OFFICER, EMPLOYEE, MEMBER OF THE
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CORPORATION'S SCIENTIFIC ADVISORY BOARD OR AGENT AND SHALL INURE TO THE BENEFIT
OF THE HEIRS, EXECUTORS AND ADMINISTRATORS OF SUCH A PERSON.
SECTION 7.
THE CORPORATION, WHEN AUTHORIZED BY THE BOARD OF
DIRECTORS, SHALL PURCHASE AND MAINTAIN INSURANCE ON BEHALF OF THE PERSON WHO IS
OR WAS A DIRECTOR, OFFICER, EMPLOYEE, MEMBER OF THE CORPORATION'S SCIENTIFIC
ADVISORY BOARD OR AGENT OF THE CORPORATION, OR IS OR WAS SERVING AT THE REQUEST
OF THIS CORPORATION AS A DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANOTHER
CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST OR OTHER ENTERPRISE AGAINST ANY
LIABILITY ASSERTED AGAINST HIM AND INCURRED BY HIM IN SUCH CAPACITY OR ARISING
OUT OF HIS STATUS AS SUCH, WHETHER OR NOT THE CORPORATION WOULD HAVE THE POWER
TO INDEMNIFY HIM AGAINST SUCH LIABILITY UNDER THE PROVISIONS OF THIS ARTICLE
XIII.
ARTICLE XIV
WRITTEN CONSENT
SECTION 1.
UNLESS OTHERWISE PROVIDED IN THE CERTIFICATE OF
INCORPORATION, ANY ACTION REQUIRED BY THIS CHAPTER TO BE TAKEN AT ANY ANNUAL OR
SPECIAL MEETING OF SHAREHOLDERS OF THE CORPORATION, OR ANY ACTION THAT MAY BE
TAKEN AT ANY ANNUAL OR SPECIAL MEETING OF SUCH SHAREHOLDERS, MAY BE TAKEN
WITHOUT A MEETING, WITHOUT PRIOR NOTICE, AND WITHOUT A VOTE IF A CONSENT IN
WRITING, SETTING FORTH THE ACTION SO TAKEN, IS SIGNED BY THE HOLDERS OF
OUTSTANDING SHARES HAVING NOT LESS THAN THE MINIMUM NUMBER OF VOTES THAT WOULD
BE NECESSARY TO AUTHORIZE OR TAKE SUCH ACTION AT A MEETING AT WHICH ALL SHARES
ENTITLED TO VOTE THEREON WERE PRESENT AND VOTED.
SECTION 2.
PROMPT NOTICE OF THE TAKING OF THE CORPORATE ACTION
WITHOUT A MEETING BY LESS THAN UNANIMOUS WRITTEN CONSENT SHALL BE GIVEN TO THOSE
SHAREHOLDERS WHO HAVE NOT CONSENTED IN WRITING. IF THE ACTION WHICH IS CONSENTED
TO IS SUCH AS WOULD HAVE REQUIRED THE FILING OF A CERTIFICATE UNDER ANY SECTION
OF THE NEW JERSEY BUSINESS CORPORATION ACT (THE "NJBCA") HAD THE ACTION BEEN
VOTED ON BY SHAREHOLDERS AT A MEETING THEREOF, THEN THE CERTIFICATE FILED UNDER
SUCH
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SECTION SHALL STATE, IN LIEU OF ANY STATEMENT REQUIRED BY SUCH SECTION
CONCERNING ANY VOTE OF SHAREHOLDERS, THAT WRITTEN NOTICE AND WRITTEN CONSENT
HAVE BEEN GIVEN AS PROVIDED IN SECTION 14A:5-6 OF THE NJBCA.
SECTION 3.
IN ORDER THAT THE CORPORATION MAY DETERMINE THE
SHAREHOLDERS