
<PAGE>

                                                                     EXHIBIT 3.3




















                                     BYLAWS

                                       OF

                            AEROGEN (DELAWARE), INC.

                            (A DELAWARE CORPORATION)






<PAGE>


                                                       TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               PAGE
<S>               <C>                                                                                          <C>
ARTICLE 1             OFFICES.....................................................................................1

         1.1      Principal Office................................................................................1

         1.2      Additional Offices..............................................................................1

ARTICLE 2             MEETING OF STOCKHOLDERS.....................................................................1

         2.1      Place of Meeting................................................................................1

         2.2      Annual Meeting..................................................................................1

         2.3      Special Meetings................................................................................1

         2.4      Action Without a Meeting........................................................................1

         2.5      Notice of Meetings..............................................................................2

         2.6      Business Matter of a Special Meeting............................................................2

         2.7      List of Stockholders............................................................................2

         2.8      Organization and Conduct of Business............................................................2

         2.9      Quorum and Adjournments.........................................................................2

         2.10     Voting Rights...................................................................................3

         2.11     Majority Vote...................................................................................3

         2.12     Record Date for Stockholder Notice and Voting...................................................3

         2.13     Proxies.........................................................................................4

         2.14     Inspectors of Election..........................................................................4

ARTICLE 3             DIRECTORS...................................................................................4

         3.1      Number; Qualifications..........................................................................4

         3.2      Vacancies.......................................................................................4

         3.3      Resignation and Removal.........................................................................5

         3.4      Powers..........................................................................................5

         3.5      Chairman of the Board...........................................................................5

         3.6      Place of Meetings...............................................................................5

         3.7      Annual Meetings.................................................................................5

         3.8      Regular Meetings................................................................................5

         3.9      Special Meetings................................................................................5

         3.10     Quorum, Action at Meeting Adjournments..........................................................5

         3.11     Action Without Meeting..........................................................................6


                                                              i.
<PAGE>


                                                       TABLE OF CONTENTS
                                                          (CONTINUED)

                                                                                                               PAGE

         3.12     Telephone Meetings..............................................................................6

         3.13     Committees......................................................................................6

         3.14     Fees and Compensation of Directors..............................................................7

         3.15     Rights of Inspection............................................................................7

ARTICLE 4             OFFICERS....................................................................................7

         4.1      Officers Designated.............................................................................7

         4.2      Election........................................................................................7

         4.3      Tenure..........................................................................................7

         4.4      Compensation....................................................................................7

         4.5      The Chairman of the Board.......................................................................8

         4.6      The Chief Executive Officer.....................................................................8

         4.7      The President...................................................................................8

         4.8      The Vice President..............................................................................8

         4.9      The Secretary...................................................................................8

         4.10     The Assistant Secretary.........................................................................9

         4.11     The Chief Financial Officer.....................................................................9

         4.12     Bond............................................................................................9

         4.13     Delegation of Authority.........................................................................9

ARTICLE 5             NOTICES.....................................................................................9

         5.1      Deliver.........................................................................................9

         5.2      Waiver of Notice...............................................................................10

ARTICLE 6             INDEMNIFICATION............................................................................10

         6.1      Actions Other Than By or in the Right of the Corporation.......................................10

         6.2      Actions By or in the Right of the Corporation..................................................10

         6.3      Success on the Merits..........................................................................11

         6.4      Specific Authorization.........................................................................11

         6.5      Advance Payment................................................................................11

         6.6      Non-Exclusivity................................................................................11

         6.7      Insurance......................................................................................11

         6.8      Severability...................................................................................12


                                                             ii.
<PAGE>


                                                       TABLE OF CONTENTS
                                                          (CONTINUED)

                                                                                                               PAGE

         6.9      Intent of Article..............................................................................12

ARTICLE 7             CAPITAL STOCK..............................................................................12

         7.1      Certificates for Shares........................................................................12

         7.2      Signatures on Certificates.....................................................................12

         7.3      Transfer of Stock..............................................................................12

         7.4      Registered Stockholders........................................................................13

         7.5      Lost, Stolen or Destroyed Certificates.........................................................13

ARTICLE 8             CERTAIN TRANSACTIONS.......................................................................13

         8.1      Transactions with Interested Parties...........................................................13

         8.2      Quorum.........................................................................................14

ARTICLE 9             GENERAL PROVISIONS.........................................................................14

         9.1      Dividends......................................................................................14

         9.2      Dividend Reserve...............................................................................14

         9.3      Checks.........................................................................................14

         9.4      Corporate Seal.................................................................................14

         9.5      Fiscal Year....................................................................................14

         9.6      Execution of Corporate Contracts and Instruments...............................................14

         9.7      Representation of Shares of Other Corporations.................................................14

ARTICLE 10            AMENDMENTS.................................................................................15

</TABLE>

                                                             iii.
<PAGE>

                                     BYLAWS
                                       OF
                            AEROGEN (DELAWARE), INC.

                            (A DELAWARE CORPORATION)



                                    ARTICLE 1

                                     OFFICES

         1.1 PRINCIPAL OFFICE. The initial registered office of the corporation
shall be 1209 Orange Street, Wilmington, Delaware, and the name of the initial
registered agent in charge thereof is The Corporation Trust Company.

         1.2 ADDITIONAL OFFICES. The corporation may also have offices at such
other places, either within or without the State of Delaware, as the Board of
Directors (the "Board") may from time to time designate or the business of the
corporation may require.

                                    ARTICLE 2

                             MEETING OF STOCKHOLDERS

         2.1 PLACE OF MEETING. Meetings of stockholders may be held at such
place, either within or without of the State of Delaware, as may be designated
by or in the manner provided in these Bylaws, or, if not so designated, at the
registered office of the corporation or the principal executive offices of the
corporation.

         2.2 ANNUAL MEETING. Annual meetings of stockholders shall be held each
year at such date and time as shall be designated from time to time by the Board
and stated in the notice of the meeting. At such annual meeting, the
stockholders shall elect a Board and transact such other business as may
properly be brought before the meetings.

         2.3 SPECIAL MEETINGS. Special meetings of the stockholders may be
called for any purpose or purposes, unless otherwise prescribed by the statute
or by the Certificate of Incorporation, at the request of the Chairman of the
Board of Directors, the Chief Executive Officer, the President, the holders of
shares entitled to cast not less than 15% of the votes at such meeting or by a
resolution duly adopted by the affirmative vote of a majority of the Board of
Directors. Such request shall state the purpose or purposes of the proposed
meeting.

         2.4 ACTION WITHOUT A MEETING. Any action which may be taken at any
annual or special meeting of the stockholders of this corporation may be taken
without a meeting, without prior notice, and without a vote, if a consent or
consents in writing, setting forth the action or actions so taken, shall be
signed by the holders of outstanding stock 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.
Such consent or consents


                                       1.
<PAGE>

shall be delivered to the corporation by hand or certified mail, return receipt
requested, to its principal executive office, or to an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded.

         2.5 NOTICE OF MEETINGS. Written notice of stockholders' meetings,
stating the place, date and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which such special meeting is called, shall
be given to each stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days prior to the meeting.

         When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date and time of the adjourned meeting shall be given in conformity herewith. At
any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

         2.6 BUSINESS MATTER OF A SPECIAL MEETING. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice, except to the extent such notice is waived or is not required.

         2.7 LIST OF STOCKHOLDERS. The officer in charge of the stock ledger of
the corporation or the transfer agent shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, at a place within the
city where the meeting is to be held, which place, if other than the place of
the meeting, shall be specified in the notice of the meeting. The list shall
also be produced and kept at the place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present in person
thereat.

         2.8 ORGANIZATION AND CONDUCT OF BUSINESS. The Chairman of the Board or,
in his or her absence, the Chief Executive Officer of the corporation or, in
their absence, such person as the Board may have designated or, in the absence
of such a person, such person as may be chosen by the holders of a majority of
the shares entitled to vote who are present, in person or by proxy, shall call
to order any meeting of the stockholders and act as Chairman of the meeting. In
the absence of the Secretary of the corporation, the Secretary of the meeting
shall be such person as the Chairman appoints.

         The Chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seems to him or her in order.

         2.9 QUORUM AND ADJOURNMENTS. Except where otherwise provided by law or
the Certificate of Incorporation or these Bylaws, the holders of a majority of
the stock issued and outstanding and entitled to vote, present in person or
represented in proxy, shall constitute a


                                       2.
<PAGE>

quorum at all meetings of the stockholders. The stockholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough stockholders to have
less than a quorum if any action taken (other than adjournment) is approved by
at least a majority of the shares required to constitute a quorum. At such
adjourned meeting at which a quorum is present or represented, any business may
be transacted which might have been transacted at the meeting as originally
notified. If, however, a quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat who are
present in person or represented by proxy shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented.

         2.10     VOTING RIGHTS. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder.

         2.11     MAJORITY VOTE. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the Certificate of Incorporation or of these Bylaws, a different
vote is required in which case such express provision shall govern and control
the decision of such question.

         2.12     RECORD DATE FOR STOCKHOLDER NOTICE AND VOTING.

                           (i) For purposes of determining the stockholders
entitled to notice of any meeting or to vote, or entitled to receive payment of
any dividend or other distribution, or entitled to exercise any right in respect
of any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board may fix, in advance, a record date, which shall not be
more than sixty (60) days nor less than ten (10) days before the date of any
such meeting nor more than sixty (60) days before any other action. If the Board
does not so fix a record date, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the business day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held.

                           (ii) For purposes of determining the stockholders
entitled to consent to corporate action in writing without a meeting, the board
of directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the board of
directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing such record date is adopted by the board of
directors. If no record date has been fixed by the board of directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the board of directors is
required under Delaware law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by hand or certified mail, return receipt requested, to its
principal executive office, or to an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. If no record date has been fixed by the board of directors


                                       3.
<PAGE>

and prior action by the board of directors is required under Delaware law, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be the close of business on the day on which
the board of directors adopts the resolution taking such prior action.

         2.13 PROXIES. Every person entitled to vote for directors or on any
other matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with the
Secretary of the corporation. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant to that proxy, by a
writing delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by, or attendance at the meeting and voting in person
by, the person executing the proxy; or (ii) written notice of the death or
incapacity of the maker of that proxy is received by the corporation before the
vote pursuant to that proxy is counted; provided, however, that no proxy shall
be valid after the expiration of three years from the date of the proxy, unless
otherwise provided in the proxy.

         2.14 INSPECTORS OF ELECTION. The corporation shall, in advance of any
meeting of stockholders, appoint one or more inspectors of election to act at
the meeting and make a written report thereof. The corporation may designate one
or more persons to act as alternate inspectors to replace any inspector who
fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability.

                                    ARTICLE 3

                                    DIRECTORS

         3.1 NUMBER; QUALIFICATIONS. The Board of Directors of the corporation
shall consist of not less than three (3) members nor more than eight (8)
members, the exact number thereof to be determined from time to time by
resolution of the Board. At each annual meeting of the stockholders, directors
shall be elected to replace those directors whose terms are then expiring,
except as otherwise provided in this Section and each director so elected shall
hold office until such director's successor is elected and qualified, unless
sooner displaced.

         Directors shall serve as provided in the Certificate of Incorporation
of the corporation. Directors need not be stockholders.

         3.2 VACANCIES. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election at which the term of the class to which they have been elected
expires and until their successors are duly elected and shall qualify, unless
sooner


                                       4.
<PAGE>

displaced. If there are no directors in office, then an election of directors
may be held in the manner provided by statute. In the event of a vacancy in the
Board of Directors, the remaining directors, except as otherwise provided by law
or these Bylaws, may exercise the powers of the full Board until the vacancy is
filled.

         3.3 RESIGNATION AND REMOVAL. Any director may resign at any time upon
written notice to the corporation at its principal place of business or to the
Chief Executive Officer or the Secretary. Such resignation shall be effective
upon receipt of such notice unless the notice specifies such resignation to be
effective at some other time or upon the happening of some other event. Any
director or the entire Board of Directors may be removed, with or without cause,
by the holders of a majority of the shares then entitled to vote at an election
of directors, unless otherwise specified by law or the Certificate of
Incorporation.

         3.4 POWERS. The business of the corporation shall be managed by or
under the direction of the Board which may exercise all such powers of the
corporation and do all such lawful acts and things which are not by statute or
by the Certificate of Incorporation or by these Bylaws directed or required to
be exercised or done by the stockholders.

         3.5 CHAIRMAN OF THE BOARD. If the Board of Directors appoints a
Chairman of the Board, such Chairman shall, when present, preside at all
meetings of the stockholders and the Board. The Chairman shall perform such
duties and possess such powers as are customarily vested in the office of the
Chairman of the Board or as may be vested in the Chairman by the Board of
Directors.

         3.6 PLACE OF MEETINGS. The Board may hold meetings, both regular and
special, either within or without the State of Delaware.

         3.7 ANNUAL MEETINGS. The annual meetings of the Board shall be held
immediately following the annual meeting of stockholders, and no notice of such
meeting shall be necessary to the Board, provided a quorum shall be present. The
annual meetings shall be for the purposes of organization, and an election of
officers and the transaction of other business.

         3.8 REGULAR MEETINGS. Regular meetings of the Board may be held without
notice at such time and place as may be determined from time to time by the
Board; provided that any director who is absent when such a determination is
made shall be given prompt notice of such determination.

         3.9 SPECIAL MEETINGS. Special meetings of the Board may be called by
the Chairman of the Board, the Chief Executive Officer, the President, the
Secretary or on the written request of two or more directors, or by one director
in the event that there is only one director in office. Four hours' notice to
each director, either personally or by telegram, cable, telecopy, commercial
delivery service, telex or similar means sent to such director's business or
home address, or two days' notice by written notice deposited in the mail or
delivered by a nationally recognized courier service, shall be given to each
director by the secretary or by the officer or one of the directors calling the
meeting.

         3.10 QUORUM, ACTION AT MEETING ADJOURNMENTS. At all meetings of the
Board, a majority of directors then in office, but in no event less than one
third (1/3) of the entire Board,


                                       5.
<PAGE>

shall constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board, except as may be otherwise specifically provided
by law or by the Certificate of Incorporation. For purposes of this section, the
term "entire Board" shall mean the number of directors last fixed by the
stockholders or directors, as the case may be, in accordance with law and these
Bylaws; provided, however, that if less than all the number so fixed of
directors were elected, the "entire Board" shall mean the greatest number of
directors so elected to hold office at any one time pursuant to such
authorization. If a quorum shall not be present at any meeting of the Board, a
majority of the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting until a quorum shall
be present.

         3.11 ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

         3.12 TELEPHONE MEETINGS. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, any member of the Board or any committee
thereof may participate in a meeting of the Board or of any committee, as the
case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

         3.13 COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution of the Board, shall
have and may exercise all the powers and authority of the Board 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; but no
such committee shall have the power or authority in reference to amending the
Restated Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the bylaws of the corporation; and, unless the
resolution designating such committee or the Restated Certificate of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board. Each committee shall keep
regular minutes of its meetings and make such reports to the Board as the Board
may request. Except as the Board may otherwise determine, any committee may make
rules for the conduct of its business, but unless otherwise provided by the
directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these Bylaws for the conduct of
its business by the Board.


                                       6.
<PAGE>

         3.14 FEES AND COMPENSATION OF DIRECTORS. Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, the Board shall have the
authority to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board and may be paid a
fixed sum for attendance at each meeting of the Board or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

         3.15 RIGHTS OF INSPECTION. Any director shall have the right to examine
the corporation's stock ledger, a list of its stockholders and its other books
and records for a purpose reasonably related to his or her position as a
director.

                                    ARTICLE 4

                                    OFFICERS

         4.1 OFFICERS DESIGNATED. The officers of the corporation shall be
chosen by the Board of Directors and shall be a Chief Executive Officer, a
Secretary and a Chief Financial Officer or Treasurer. The Board may also choose
a Chairman of the Board, a President, a Chief Operating Officer, a Chief
Technical Officer, one or more Vice Presidents, and one or more assistant
Secretaries. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these Bylaws otherwise provide.

         4.2 ELECTION. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a Chief Executive Officer, a
Secretary and a Chief Financial Officer or Treasurer. Other officers may be
appointed by the Board of Directors at such meeting at any other meeting, or by
written consent or may be appointed by the Chief Executive Officer pursuant to a
delegation of authority from the Board of Directors.

         4.3 TENURE. The officers of the corporation shall hold office until
their successors are chosen and qualify, unless a different term is specified in
the vote choosing or appointing such officer, or until such officer's earlier
death, resignation or removal. Any officer elected or appointed by the Board of
Directors or by the Chief Executive Officer may be removed with or without cause
at any time by the affirmative vote of a majority of the Board of Directors or a
committee duly authorized to do so, except that any officer appointed by the
Chief Executive Officer may also be removed at any time by the Chief Executive
Officer. Any vacancy occurring in any office of the corporation may be filled by
the Board of Directors, at its discretion. Any officer may resign by delivering
such officer's written resignation to the corporation at its principal place of
business or to the Chief Executive Officer or the Secretary. Such resignation
shall be effective upon receipt unless it is specified to be effective at some
other time or upon the happening of some other event.

         4.4 COMPENSATION. The salaries of all officers of the corporation shall
be fixed from time to time by the Board and no officer shall be prevented from
receiving a salary because such officer is also a director of the corporation.


                                       7.
<PAGE>

         4.5 THE CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an
officer be elected, shall, if present, perform such other powers and duties as
may be assigned to such officer from time to time by the Board. If there is no
Chief Executive Officer of the corporation, the Chairman of the Board shall also
be the Chief Executive Officer of the corporation and shall have the powers and
duties prescribed in Section 4.6 of this Article 4.

         4.6 THE CHIEF EXECUTIVE OFFICER. Subject to such supervisory powers, if
any, as may be given by the Board to the Chairman of the Board, if there be such
an officer, the Chief Executive Officer shall preside at all meetings of the
stockholders and in the absence of the Chairman of the Board, or if there be
none, at all meetings of the Board, shall have general and active management of
the business of the corporation and shall see that all orders and resolutions of
the Board are carried into effect. He or she shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board to some other officer or agent of the corporation.

         4.7 THE PRESIDENT. The President shall, in the event there be no Chief
Executive Officer or in the absence of the Chief Executive Officer or in the
event of his or her disability or refusal to act, perform the duties of the
Chief Executive Officer, and when so acting, shall have the powers of and
subject to all the restrictions upon the Chief Executive Officer. The President
shall perform such other duties and have such other powers as may from time to
time be prescribed for them by the Board, the Chairman of the Board, the Chief
Executive Officer or these Bylaws.

         4.8 THE VICE PRESIDENT. The Vice President (or in the event there be
more than one, the Vice Presidents in the order designated by the directors, or
in the absence of any designation, in the order of their election), shall, in
the absence of the President or in the event of his or her disability or refusal
to act, perform the duties of the President, and when so acting, shall have the
powers of and subject to all the restrictions upon the President. The Vice
President(s) shall perform such other duties and have such other powers as may
from time to time be prescribed for them by the Board, the President, the
Chairman of the Board or these Bylaws.

         4.9 THE SECRETARY. The Secretary shall attend all meetings of the Board
and the stockholders and record all votes and the proceedings of the meetings in
a book to be kept for that purpose and shall perform like duties for the
standing committees, when required. The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and special meetings of the Board,
and shall perform such other duties as may from time to time be prescribed by
the Board, the Chairman of the Board or the Chief Executive Officer, under whose
supervision he or she shall act. The Secretary shall have custody of the seal of
the corporation, and the Secretary, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it, and, when so
affixed, the seal may be attested by his or her signature or by the signature of
such Assistant Secretary. The Board may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing thereof
by his or her signature. The Secretary shall keep, or cause to be kept, at the
principal executive office or at the office of the corporation's transfer agent
or registrar, as determined by resolution of the Board, a share register, or a
duplicate share register, showing the names of all stockholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates


                                       8.
<PAGE>

issued for the same and the number and date of cancellation of every certificate
surrendered for cancellation.

         4.10 THE ASSISTANT SECRETARY. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order designated by the Board
(or in the absence of any designation, in the order of their election) shall, in
the absence of the Secretary or in the event of his or her inability or refusal
to act, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as may from time to time be
prescribed by the Board.

         4.11 THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer (or
Treasurer if the chief financial and accounting officer has such title) shall
have the custody of the Corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the Board. The Chief Financial Officer shall disburse the funds of the
corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer and the Board, at
its regular meetings, or when the Board so requires, an account of all his or
her transactions as Chief Financial Officer and of the financial condition of
the corporation.

         4.12 BOND. If required by the Board of Directors, any officer shall
give the corporation a bond in such sum and with such surety or sureties and
upon such terms and conditions as shall be satisfactory to the Board of
Directors, including without limitation a bond for the faithful performance of
the duties of such officer's office and for the restoration to the corporation
of all books, papers, vouchers, money and other property of whatever kind in
such officer's possession or under such officer's control and belonging to the
corporation.

         4.13 DELEGATION OF AUTHORITY. The Board of Directors may from time to
time delegate the powers or duties of any officer to any other officers or
agents, notwithstanding any provision hereof.

                                    ARTICLE 5

                                     NOTICES

         5.1 DELIVER. Whenever, under the provisions of law, or of the Restated
Certificate of Incorporation or these Bylaws, written notice is required to be
given to any director or stockholder, such notice may be given by mail,
addressed to such director or stockholder, at such person's address as it
appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail or delivered to a nationally recognized
courier service. Unless written notice by mail is required by law, written
notice may also be given by telegram, cable, telecopy, commercial delivery
services, telex or similar means, addressed to such director or stockholder at
such person's address as it appears on the records of the corporation, in which
case such notice shall be deemed to be given when delivered into the control of
the persons charged with effecting such transmission, the transmission charge to
be paid by the corporation or the person sending


                                       9.
<PAGE>

such notice and not by the addressee. Oral notice or other in-hand delivery, in
person or by telephone, shall be deemed given at the time it is actually given.

         5.2 WAIVER OF NOTICE. Whenever any notice is required to be given under
the provisions of law or of the Restated Certificate of Incorporation or of
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. In addition to the foregoing, notice of a meeting
need not be given to any director who signs a waiver of notice or a consent to
holding the meeting or an approval of the minutes thereof, whether before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to such director. All such waivers,
consents and approvals executed under this Section 5.2 shall be filed with the
corporate records or made a part of the minutes of the meeting.

                                    ARTICLE 6

                                 INDEMNIFICATION

         6.1 ACTIONS OTHER THAN 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, 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 such
person 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 such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceedings, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person 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 such
person's conduct was unlawful.

         6.2 ACTIONS 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
such person 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 such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person 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 for negligence or misconduct in the performance of such person's duty to
the corporation unless and only to the


                                      10.
<PAGE>

extent that the Court of Chancery of the State of Delaware 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 of the State of Delaware or such other court shall
deem proper.

         6.3 SUCCESS ON THE MERITS. To the extent that any person described in
Sections 6.1 or 6.2 of this Article 6 has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in said
Sections, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         6.4 SPECIFIC AUTHORIZATION. Any indemnification under Sections 6.1 or
6.2 of this Article 6 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of any person described in said Sections is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in said Sections. Such determination shall be made (1) 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 (2) 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 (3) by the
stockholders of the corporation.

         6.5 ADVANCE PAYMENT. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the manner provided for in Section 6.4 of this Article 6 upon
receipt of an undertaking by or on behalf of any person described in said
Section to repay such amount unless it shall ultimately be determined that such
person is entitled to indemnification by the corporation as authorized in this
Article 6.

         6.6 NON-EXCLUSIVITY. The indemnification provided by this Article 6
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's 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 director, officer, employee or agent of the
corporation and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         6.7 INSURANCE. The Board of Directors may authorize, by a vote of the
majority of the full board, the corporation 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 such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the provisions of this
Article 6.


                                      11.
<PAGE>

         6.8 SEVERABILITY. If any word, clause or provision of this Article 6 or
any award made hereunder shall for any reason be determined to be invalid, the
provisions hereof shall not otherwise be affected thereby but shall remain in
full force and effect.

         6.9 INTENT OF ARTICLE. The intent of this Article 6 is to provide for
indemnification to the fullest extent permitted by Section 145 of the General
Corporation Law of the State of Delaware. To the extent that such Section or any
successor Section may be amended or supplemented from time to time, this Article
6 shall be amended automatically and construed so as to permit indemnification
to the fullest extent from time to time permitted by law.

                                    ARTICLE 7

                                  CAPITAL STOCK

         7.1 CERTIFICATES FOR SHARES. The shares of the corporation shall be
represented by certificates or shall be uncertificated. Certificates shall be
signed by, or in the name of the corporation by, the Chairman of the Board, the
Chief Executive Officer, the President or a Vice President and by the Chief
Financial Officer, the Treasurer), the Secretary or an Assistant Secretary of
the corporation. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.
Certificates may be issued for partly paid shares and in such case upon the face
or back of the certificates issued to represent any such partly paid shares, the
total amount of the consideration to be paid therefor, and the amount paid
thereon shall be specified.

         Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required by the General Corporation
Law of the State of Delaware or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, 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/or rights.

         7.2 SIGNATURES ON CERTIFICATES. Any or all of the signatures on a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

         7.3 TRANSFER OF STOCK. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate of shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority 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. Upon receipt of proper transfer instructions from
the registered owner of uncertificated share, such uncertificated shares shall
be canceled and issuance of new equivalent


                                      12.
<PAGE>

uncertificated shares or certificated shares shall be made to the person
entitled thereto and the transaction shall be recorded upon the books of the
corporation.

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

         7.5 LOST, STOLEN OR DESTROYED CERTIFICATES. The Board may direct that a
new certificate or certificates be issued to replace any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing the issue of a new certificate or certificates, the Board may, in
its discretion and as a condition precedent to the issuance thereof require the
owner of the lost, stolen or destroyed certificate or certificates, or his or
her legal representative, to advertise the same in such manner as it shall
require, and/or to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

                                    ARTICLE 8

                              CERTAIN TRANSACTIONS

         8.1 TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
have a financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board or committee thereof which authorizes the contract or
transaction or solely because the vote or votes of such director or officer are
counted for such purpose, if:

                  (a) the material facts as to such person's relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested directors, even though the disinterested directors be less
than a quorum; or

                  (b) the material facts as to such person's relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or

                  (c) the contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof, or the stockholders.


                                      13.
<PAGE>

         8.2 QUORUM. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

                                    ARTICLE 9

                               GENERAL PROVISIONS

         9.1 DIVIDENDS. Dividends upon the capital stock of the corporation,
subject to any restrictions contained in the General Corporation Law of the
State of Delaware or the provisions of the Certificate of Incorporation, if any,
may be declared by the Board at any regular or special meeting. Dividends may be
paid in cash, in property or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation.

         9.2 DIVIDEND RESERVE. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve 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 conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

         9.3 CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board may from time to time designate.

         9.4 CORPORATE SEAL. The Board of Directors may, by resolution, adopt a
corporate seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the word "Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced. The seal may be altered from time to time by the Board of
Directors.

         9.5 FISCAL YEAR. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

         9.6 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS. The Board, except
as otherwise provided in these Bylaws, may authorize any officer or officers, or
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the corporation; such authority may be general or
confined to specific instances. Unless so authorized or ratified by the Board or
within the agency power of an officer, no officer, agent or employee shall have
any power or authority to bind the corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or for any amount.

         9.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chief Executive
Officer, the President or any Vice President or the Secretary or any Assistant
Secretary of this corporation is authorized to vote, represent and exercise on
behalf of this corporation all rights incident to any and all shares of any
corporation or corporations standing in the name of this corporation. The
authority herein granted to said officers to vote or represent on behalf of this


                                      14.
<PAGE>

corporation any and all shares held by this corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
said officers.

                                   ARTICLE 10

                                   AMENDMENTS

         These Bylaws may be altered, mended or repealed, or new Bylaws may be
adopted, by the Board of Directors, or by the affirmative vote of the holders of
a majority of the outstanding shares entitled to vote on such matters.


                                      15.
