Amended And Restated Bylaws of The Registrant

RESTATED BYLAWS


OF


NEOFORMA.COM, INC.
(a Delaware corporation)


As Adopted November 12, 1999


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RESTATED BYLAWS


OF


NEOFORMA.COM, INC.
(a Delaware corporation)


TABLE OF CONTENTS


PAGE
---- 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.................................................... 1


Section 1.6: Organization.............................................. 2


Section 1.7: Voting; Proxies........................................... 2


Section 1.8: Fixing Date for Determination of Stockholders of Record... 2


Section 1.9: List of Stockholders Entitled to Vote..................... 3


Section 1.10: Inspectors of Elections................................... 3


Section 1.11: Notice of Stockholder Business; Nominations............... 4


Article II - BOARD OF DIRECTORS


Section 2.1: Number; Qualifications.................................... 6


Section 2.2: Election; Resignation; Removal; Vacancies................. 6


Section 2.3: Regular Meetings.......................................... 7


Section 2.4: Special Meetings......................................... 7


Section 2.5: Telephonic Meetings Permitted............................ 7


Section 2.6: Quorum; Vote Required for Action......................... 8


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RESTATED BYLAWS


OF


NEOFORMA.COM, INC.
(a Delaware corporation)


TABLE OF CONTENTS (cont'd)


PAGE
----
Section 2.7: Organization............................................. 8


Section 2.8: Written Action by Directors.............................. 8


Section 2.9: Powers................................................... 8


Section 2.10: Compensation of Directors................................ 8


Article III - COMMITTEES


Section 3.1: Committees............................................... 8


Section 3.2: Committee Rules.......................................... 9


Article IV - OFFICERS


Section 4.1: Generally................................................ 9


Section 4.2: Chief Executive Officer.................................. 9


Section 4.3: Chairperson of the Board................................. 10


Section 4.4: President................................................ 10


Section 4.5: Vice President........................................... 10


Section 4.6: Chief Financial Officer.................................. 10


Section 4.7: Treasurer................................................ 10


Section 4.8: Secretary................................................ 10


Section 4.9: Delegation of Authority.................................. 11


Section 4.10: Removal.................................................. 11


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RESTATED BYLAWS


OF


NEOFORMA.COM, INC.
(a Delaware corporation)


TABLE OF CONTENTS (cont'd)


PAGE
---- Article V - STOCK


Section 5.l: Certificates............................................. 11


Section 5.2: Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificate.............................. 11


Section 5.3: Other Regulations........................................ 11


Article VI - INDEMNIFICATION


Section 6.1: Indemnification of Officers and Directors................ 11


Section 6.2: Advance of Expenses...................................... 12


Section 6.3: Non-Exclusivity of Rights................................ 12


Section 6.4: Indemnification Contracts................................ 12


Section 6.5: Effect of Amendment...................................... 12


Article VII - NOTICES


Section 7.l: Notice................................................... 13


Section 7.2: Waiver of Notice......................................... 13


Article VIII - INTERESTED DIRECTORS


Section 8.1: Interested Directors; Quorum............................. 13


Article IX - MISCELLANEOUS......................................................


Section 9.1: Fiscal Year.............................................. 14


Section 9.2: Seal..................................................... 14


Section 9.3: Form of Records.......................................... 14


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RESTATED BYLAWS


OF


NEOFORMA.COM, INC.
(a Delaware corporation)


TABLE OF CONTENTS (cont'd)


PAGE
----
Section 9.4: Reliance Upon Books and Records.......................... 14


Section 9.5: Certificate of Incorporation Governs..................... 14


Section 9.6: Severability............................................. 14


Article X - AMENDMENT


Section 10.1: Amendments............................................... 14


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RESTATED BYLAWS


OF


NEOFORMA.COM, INC.
(a Delaware corporation)


As Adopted November 12, 1999


ARTICLE I


STOCKHOLDERS


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 the Board of Directors shall each year fix. 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, and shall be called upon the request of the Chairperson of the Board of Directors, the Chief Executive Officer, the President, or by a majority of the members of the Board of Directors. Special meetings may not be called by any other person or persons. If a special meeting of stockholders is called at the request of any person or persons other than by a majority of the members of the Board of Directors, then such person or persons shall request such meeting by delivering a written request to call such meeting to each member of the Board of Directors, and the Board of Directors shall then determine the time, date and place of such special meeting, which shall be held not more than one hundred twenty (120) nor less than thirty-five (35) days after the written request to call such special meeting was delivered to each member of the Board of Directors.


Section 1.3: Notice of Meetings. Written notice of all meetings of stockholders shall be given stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the Certificate of Incorporation of the Corporation, such notice shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting.


Section 1.4: Adjournments. Any meeting of stockholders may adjourn from time to time to reconvene at the same or another place, and notice need not be given of any such adjourned meeting if the time, date and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that 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, then a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting.


Section 1.5: Quorum. At each meeting of stockholders the holders of a majority of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, shall


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constitute a quorum for the transaction of business, except if otherwise required by applicable law. If a quorum shall fail to attend any meeting, the chairperson of the meeting or the holders of a majority of the shares entitled to vote who are present, in person or by proxy, at the meeting may adjourn the meeting. Shares of the Corporation's 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 are 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 the Corporation or any other corporation to vote any shares of the Corporation's stock held by it in a fiduciary capacity.


Section 1.6: Organization. Meetings of stockholders shall be presided over by such person as the Board of Directors may designate, or, in the absence of such a person, the Chairperson of the Board of Directors, or, in the absence of such person, the President of the Corporation, or, in the absence of such 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, at the meeting. Such person shall be chairperson of the meeting and, subject to Section 1.11 hereof, 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 to be in order. The Secretary of the Corporation shall act as secretary of the meeting, but in such person's absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.


Section 1.7: Voting; Proxies. Unless otherwise provided by law or the Certificate of Incorporation, and subject to the provisions of Section 1.8 of these Bylaws, each stockholder shall be entitled to one (1) vote for each share of stock held by such stockholder. Each stockholder entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for such stockholder by proxy. Such a proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Voting at meetings of stockholders need not be by written ballot unless such is demanded at the meeting before voting begins by a stockholder or stockholders holding shares representing at least one percent (1%) of the votes entitled to vote at such meeting, or by such stockholder's or stockholders' proxy; provided, however, that an election of directors shall be by written ballot if demand is so made by any stockholder at the meeting before voting begins. If a vote is to be taken by written ballot, then each such ballot shall state the name of the stockholder or proxy voting and such other information as the chairperson of the meeting deems appropriate. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matter.


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


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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 precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed by the Board of Directors, then the record date shall be as provided by applicable law. 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. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder, 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 at the meeting.


Section 1.10: Inspectors of Elections.


(a) Applicability. Unless otherwise provided in the Certificate of Incorporation or required by the Delaware General Corporation Law, the following provisions of this Section 1.11 shall apply only if and when the Corporation has a class of voting stock that is: (i) listed on a national securities exchange; (ii) authorized for quotation on an automated interdealer quotation system of a registered national securities association; or (iii) held of record by more than 2,000 stockholders; in all other cases, observance of the provisions of this Section 1.11 shall be optional, and at the discretion of the Corporation.


(b) Appointment. 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 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.


(c) Inspector's Oath. Each inspector of election, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector's ability.


(d) Duties of Inspectors. At a meeting of stockholders, the inspectors of election shall (i) ascertain the number of shares outstanding and the voting power of each share, (ii) determine the shares represented at a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period of time a record of the disposition of any challenges made to any determination by the inspectors and (v) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The


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inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.


(e) Opening and Closing of Polls. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced by the chairperson of the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.


(f) Determinations. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in connection with proxies in accordance with Section 212(c)(2) of the Delaware General Corporation Law, ballots and the regular books and records of th ...