Bylaws of The Registrant, As Currently In Effect

EXHIBIT 3.4


BYLAWS


OF


ABGENIX, INC.


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TABLE OF CONTENTS


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ARTICLE I
Stockholders


Section 1.1. Annual Meetings 1 Section 1.2. Special Meetings 1 Section 1.3. Notice of Meetings 1 Section 1.4. Adjournments 1 Section 1.5. Quorum 2 Section 1.6. Organization 2 Section 1.7. Voting; Proxies 2 Section 1.8. Fixing Date for Determination of
Stockholders of Record 3 Section 1.9. List of Stockholders Entitled to Vote. 3 Section 1.10 Action by Written Consent of Shareholders 3


ARTICLE II
Board of Directors


Section 2.1. Number; Qualifications 4 Section 2.2. Election; Resignation; Removal; Vacancies 4 Section 2.3. Regular Meetings 4 Section 2.4. Special Meetings 4 Section 2.5. Telephonic Meetings Permitted 4 Section 2.6. Quorum; Vote Required for Action 4 Section 2.7. Organization 5 Section 2.8. Action by Written Consent of Directors 5


ARTICLE III
Committees


Section 3.1. Committees 5 Section 3.2 Committee Rules 6


ARTICLE IV
Officers


Section 4.1. Executive Officers; Election;
Qualifications; Term of Office; Resignation;
Removal; Vacancies 6 Section 4.2. Powers and Duties of Executive Officers 6


ARTICLE V
Stock


Section 5.1. Certificates 7 Section 5.2. Lost, Stolen or Destroyed Stock
Certificates; Issuance of New Certificates 7


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TABLE OF CONTENTS
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ARTICLE VI
Miscellaneous Section 6.1. Fiscal Year 7 Section 6.2. Seal 7 Section 6.3. Waiver of Notice of Meetings of
Stockholders, Directors and Committees 7 Section 6.4. Indemnification of Directors, Officers,
Employees and Other Agents 8
Section 6.4.1.Third Party Actions 8


Section 6.4.2.Actions By Or In The Right Of The
Corporation 8
Section 6.4.3.Successful Defense 8
Section 6.4.4.Determination Of Conduct 9
Section 6.4.5.Payment Of Expenses In Advance 9
Section 6.4.6.Indemnity Not Exclusive 9
Section 6.4.7.Insurance Indemnification 9
Section 6.4.8.The Corporation 9
Section 6.4.9.Employee Benefit Plans 10
Section 6.4.10. Indemnity-fund 10
Section 6.4.11. Indemnification of Other Persons 10
Section 6.4.12. Savings Clause 10
Section 6.4.13. Continuation of Indemnification
And Advancement of Expenses 11 Section 6.5. Interested Directors; Quorum 11 Section 6.6. Records and Reports 11
Section 6.6.1.Form of Records 11
Section 6.6.2.Maintenance And Inspection Of
Records 11
Section 6.6.3 Inspection By Directors 12
Section 6.6.4.Annual Statement To Stockholders 12 Section 6.7. Amendment of Bylaws 12


ARTICLE VII
Application of California Corporations Code


Section 7.1. Cumulative Voting 13 Section 7.2. Election and Term of Directors 13 Section 7.3. Removal of Directors 13 Section 7.4. Indemnification of Directors, Officers,
Employees and Other Agents 13
Section 7.4.1.Indemnification of Directors and
Officers 14
Section 7.4.2.Indemnification of Others 14
Section 7.4.3.Payment of Expenses in Advance 14
Section 7.4.4.Indemnity not Exclusive 14
Section 7.4.5.Insurance Indemnification 14
Section 7.4.6.Conflicts 15 Section 7.5. Records and Reports 15


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Section 7.5.1.Maintenance and Inspection of Share
Register 15 Section 7.5.2.Maintenance and Inspection of
Bylaws 16 Section 7.5.3.Maintenance and Inspection of Other
Corporate Records 16 Section 7.5.4.Inspection by Directors 16 Section 7.5.5.Annual Report to Stockholders;
Waiver 16 Section 7.5.6.Financial Statements 17


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BYLAWS
OF
ABGENIX, INC.


ARTICLE I
Stockholders
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Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.


Section 1.2. Special meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, the Chairman of the Board or the President or any other director or officer who has been duly designated by the Board of Directors, and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting. Such special meetings may not be called by any other person or persons.


Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.


Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.


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Section 1.5 Quorum. At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these bylaws, the holders of a majority of the outstanding shares of stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these bylaws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.


Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.


Section 1.7. Voting; Proxies. Each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law or by the certificate of incorporation or these bylaws, be decided by the vote of the holders of a majority of the outstanding shares of stock entitled to vote thereon present in person or by proxy at the meeting, provided that (except as otherwise required by law or by the certificate of incorporation)


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the Board of Directors may require a larger vote upon any election or question.


Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (1) 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 day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (2) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.


Section 1.9. List of Stockholders Entitled to Vote. The Secretary 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, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy At any meeting of stockholders.


Section 1.10. Action by Written Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, getting forth the action so taken, shall be signed by


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the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize to take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.


ARTICLE II
Board of Directors
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Section 2.1. Number; Qualifications. The number of the members of the Board of Directors shall be not less than four (4) nor more than eight (8), the actual number to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.


Section 2.2. Election; Resignation; Removal; Vacancies. At each annual meeting, the stockholders shall elect directors to replace those directors whose terms then expire. Any director may resign at any time upon written notice to the corporation. Stockholders may remove directors with or without cause. Any vacancy occurring in the Board of Directors with or without cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the Director whom he has replaced.


Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and is so determined notices thereof need not be given.


Section 2.4. Special meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of D ...