Bylaws of The Company, As Amended

BY-LAWS
OF
ILEX ONCOLOGY, INC.
(ADOPTED 9/95)


ARTICLE 1.


AMENDMENTS


Section 1.1 Amendment of the By-laws. These By-Laws may be altered, amended or repealed, and new By-laws may be adopted, by the stockholders or the Board of Directors.


ARTICLE 2.


OFFICES


Section 2.1 Registered Office. The Corporation shall maintain in the State of Delaware a registered office which may, but need not be, the same as its place of business, and a registered agent whose business office is identical with such registered office.


Section 2.2 Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the business of the Corporation may require.


ARTICLE 3.


STOCK


Section 3.1 Form of Stock Certificates. Every holder of stock in the Corporation shall be entitled to receive a certificate representing such stock.


3.1.1 Signing of Certificates. Certificates representing
stock of the Corporation shall be signed by the appropriate officers
and may be sealed with the seal or a facsimile of the seal of the
Corporation.


3.1.2 Identification of Stockholders. The name and address of
each stockholder, the number and class of stock held and the date on
which the stock was issued shall be entered on the books of the
Corporation. The person in whose name stock stands on the books of
the Corporation shall be deemed the owner thereof for all purposes as
regards the Corporation.


Section 3.2 Lost, Stolen or Destroyed Certificates. If a certificate representing stock has been lost, stolen or destroyed, the Board of Directors may in its discretion, 2 except as may be required by law, direct that a new certificate be issued upon satisfaction of any conditions or requirements it may impose.


Section 3.3 Transfers of Stock. Transfers of stock of the Corporation shall be recorded on the books of the Corporation.


ARTICLE 4.


STOCKHOLDERS


Section 4.1 Annual Meeting. The annual meeting of the stockholders for the election of directors and the transaction of any other proper business shall be held at such date and time within a reasonable period of time after the annual audit report for the previous fiscal year has become available, as the Board of Directors shall determine.


Section 4.2 Special Meetings. Special meetings of the stockholders may be called by the Chairman of the Board or the President, by the Board of Directors or the holders of not less than one-fifth of all the outstanding stock of the Corporation entitled to vote on the matter for which the meeting is called.


Section 4.3 Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual or special meeting of the stockholders. In the absence of such designation, the place of the meeting shall be the principal place of business of the Corporation.


Section 4.4 Notice of Meetings. For all meetings of stockholders, a written notice of the meeting shall be delivered to each stockholder of record entitled to vote at such meeting, which notice shall state the place, date and hour of meeting. For all special meetings and when and as otherwise required by law, the notice shall state the purpose or purposes of the meeting. The notice of the meeting shall be given not less than ten nor more than sixty days before the date of the meeting. Such notice shall be deemed to have been delivered when sent by registered mail or by confirmed telex or telecopy, directed to the stockholder at his or her address as it appears in the records of the Corporation. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless otherwise required by law.


Section 4.5 Quorum. The holders of a majority of the outstanding stock of the Corporation entitled to vote on a matter, present in person or represented by proxy, shall constitute a quorum for consideration of such matter at any meeting of the stockholders unless a greater or lesser number is required by the Corporation's Certificate of Incorporation, as amended from time to time (along with any preferred stock designations adopted by the Corporation and filed by the Corporation with the Secretary of State of the State of Delaware, the "Certificate of Incorporation"). At any adjourned meeting at which a quorum is present or represented, any business may be


-2- 3 transacted which might have been transacted at the original meeting, unless otherwise required by law. Withdrawal of stockholders from any meeting shall not cause failure of a duly constituted quorum at a meeting, unless otherwise required by law.


Section 4.6 Manner of Acting. The affirmative vote of a majority of the stock represented at a meeting and entitled to vote on a matter at which a quorum is present shall be the act of the stockholders, unless the vote of a greater number or voting by class is required by law or the Certificate of Incorporation.


Section 4.7 Proxies. A stockholder may appoint a proxy to vote or otherwise act for him or her by signing an appointment form and delivering it to the person so appointed. No proxy shall be valid after the expiration of three years from the date thereof unless otherwise provided in the proxy. An appointment of a proxy is revocable by the stockholder unless the appointment form states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power.


Section 4.8 Consent of Stockholders in lieu of Meeting. An action required to be taken, or which may be taken, at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of shares 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.


Section 4.9 Notice of Stockholders Not Consenting. Prompt notice of the taking of corporate action without a meeting by less than unanimous consent shall be given in writing to those stockholders who have not consented in writing. In the event that the action which is consented to is such as would have required the filing of a certificate under any Section of the General Corporation Law of the State of Delaware if such action had been voted on by the stockholders at a meeting thereof, the certificate filed under such other Section shall state, in lieu of any statement required by such Section concerning any vote of stockholders, that written consent has been given in accordance with the provisions of said Section and that written notice to non-consenting stockholders has been given as provided by this By- law.


ARTICLE 5.


DIRECTORS


Section 5.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.


Section 5.2 Number, Tenure and Resignation. Subject to any resignations or removals contemplated by this Article, there shall be not fewer than three (3) and not


-3- 4 more than eleven (11) directors o ...