{"id":41521,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-gilead-sciences-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-gilead-sciences-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-gilead-sciences-inc.html","title":{"rendered":"Bylaws &#8211; Gilead Sciences Inc."},"content":{"rendered":"<pre>                               GILEAD SCIENCES, INC.\n\n                            AMENDED AND RESTATED BYLAWS\n\n\n\n\n\n\n                                  TABLE OF CONTENTS\n\n\n\n                                                                             PAGE\n                                                                        \n\nARTICLE I          OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . 1\n\n     Section 1.        Registered Office. . . . . . . . . . . . . . . . . . . . 1\n\n     Section 2.        Other Offices. . . . . . . . . . . . . . . . . . . . . . 1\n\nARTICLE II         CORPORATE SEAL . . . . . . . . . . . . . . . . . . . . . . . 1\n\n     Section 3.        Corporate Seal . . . . . . . . . . . . . . . . . . . . . 1\n\nARTICLE III        STOCKHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . 1\n\n     Section 4.        Place of Meetings. . . . . . . . . . . . . . . . . . . . 1\n\n     Section 5.        Annual Meeting . . . . . . . . . . . . . . . . . . . . . 1\n\n     Section 6.        Special Meetings . . . . . . . . . . . . . . . . . . . . 3\n\n     Section 7.        Notice of Meetings . . . . . . . . . . . . . . . . . . . 4\n\n     Section 8.        Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 5\n\n     Section 9.        Adjournment and Notice of Adjourned Meetings . . . . . . 5\n\n     Section 10.       Voting Rights. . . . . . . . . . . . . . . . . . . . . . 5\n\n     Section 11.       Joint Owners of Stock. . . . . . . . . . . . . . . . . . 5\n\n     Section 12.       List of Stockholders . . . . . . . . . . . . . . . . . . 6\n\n     Section 13.       Action Without Meeting . . . . . . . . . . . . . . . . . 6\n\n     Section 14.       Organization . . . . . . . . . . . . . . . . . . . . . . 6\n\nARTICLE IV         DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . 7\n\n     Section 15.       Number and Term of Office. . . . . . . . . . . . . . . . 7\n\n     Section 16.       Powers . . . . . . . . . . . . . . . . . . . . . . . . . 7\n\n     Section 18.       Vacancies. . . . . . . . . . . . . . . . . . . . . . . . 7\n\n     Section 19.       Resignation. . . . . . . . . . . . . . . . . . . . . . . 7\n\n     Section 20.       Removal. . . . . . . . . . . . . . . . . . . . . . . . . 8\n\n     Section 21.       Meetings . . . . . . . . . . . . . . . . . . . . . . . . 8\n\n            (a)        Annual Meetings. . . . . . . . . . . . . . . . . . . . . 8\n\n            (b)        Regular Meetings . . . . . . . . . . . . . . . . . . . . 8\n\n            (c)        Special Meetings . . . . . . . . . . . . . . . . . . . . 8\n\n            (d)        Telephone Meetings . . . . . . . . . . . . . . . . . . . 8\n\n            (e)        Notice of Meetings . . . . . . . . . . . . . . . . . . . 8\n\n            (f)        Waiver of Notice . . . . . . . . . . . . . . . . . . . . 9\n\n\n\n                                       i.\n\n\n\n                                  TABLE OF CONTENTS\n                                     (CONTINUED)\n\n\n\n                                                                              PAGE\n                                                                        \n     Section 22.       Quorum and Voting. . . . . . . . . . . . . . . . . . . . 9\n\n     Section 23.       Action Without Meeting . . . . . . . . . . . . . . . . . 9\n\n     Section 24.       Fees and Compensation. . . . . . . . . . . . . . . . . . 9\n\n     Section 25.       Committees . . . . . . . . . . . . . . . . . . . . . . . 9\n\n            (a)        Executive Committee. . . . . . . . . . . . . . . . . . . 9\n\n            (b)        Other Committees . . . . . . . . . . . . . . . . . . . .10\n\n            (c)        Term . . . . . . . . . . . . . . . . . . . . . . . . . .10\n\n            (d)        Meetings . . . . . . . . . . . . . . . . . . . . . . . .10\n\n     Section 26.       Organization . . . . . . . . . . . . . . . . . . . . . .11\n\nARTICLE V          OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . .11\n\n     Section 27.       Officers Designated. . . . . . . . . . . . . . . . . . .11\n\n     Section 28.       Tenure and Duties of Officers. . . . . . . . . . . . . .11\n\n            (a)        General. . . . . . . . . . . . . . . . . . . . . . . . .11\n\n            (b)        Duties of Chairman of the Board of Directors . . . . . .11\n\n            (c)        Duties of President. . . . . . . . . . . . . . . . . . .11\n\n            (d)        Duties of Vice Presidents. . . . . . . . . . . . . . . .12\n\n            (e)        Duties of Secretary. . . . . . . . . . . . . . . . . . .12\n\n            (f)        Duties of Chief Financial Officer. . . . . . . . . . . .12\n\n     Section 29.       Delegation of Authority. . . . . . . . . . . . . . . . .12\n\n     Section 30.       Resignations . . . . . . . . . . . . . . . . . . . . . .12\n\n     Section 31.       Removal. . . . . . . . . . . . . . . . . . . . . . . . .13\n\nARTICLE VI         EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF \n                   SECURITIES OWNED BY THE CORPORATION. . . . . . . . . . . . .13\n\n     Section 32.       Execution of Corporate Instruments . . . . . . . . . . .13\n\n     Section 33.       Voting of Securities Owned by the Corporation. . . . . .13\n\nARTICLE VII        SHARES OF STOCK. . . . . . . . . . . . . . . . . . . . . . .13\n\n     Section 34.       Form and Execution of Certificates . . . . . . . . . . .13\n\n     Section 35.       Lost Certificates. . . . . . . . . . . . . . . . . . . .14\n\n     Section 36.       Transfers. . . . . . . . . . . . . . . . . . . . . . . .14\n\n     Section 37.       Fixing Record Dates. . . . . . . . . . . . . . . . . . .14\n\n\n\n                                       ii.\n\n\n\n                                  TABLE OF CONTENTS\n                                     (CONTINUED)\n\n\n\n                                                                              PAGE\n                                                                        \n     Section 38.       Registered Stockholders. . . . . . . . . . . . . . . . .15\n\nARTICLE VIII       OTHER SECURITIES OF THE CORPORATION. . . . . . . . . . . . .15\n\n     Section 39.       Execution of Other Securities. . . . . . . . . . . . . .15\n\nARTICLE IX         DIVIDENDS. . . . . . . . . . . . . . . . . . . . . . . . . .16\n\n     Section 40.       Declaration of Dividends . . . . . . . . . . . . . . . .16\n\n     Section 41.       Dividend Reserve . . . . . . . . . . . . . . . . . . . .16\n\nARTICLE X          FISCAL YEAR. . . . . . . . . . . . . . . . . . . . . . . . .16\n\n     Section 42.       Fiscal Year. . . . . . . . . . . . . . . . . . . . . . .16\n\nARTICLE XI         INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . .16\n\n            (a)        Directors and Executive Officers . . . . . . . . . . . .16\n\n            (b)        Other Officers, Employees and Other Agents . . . . . . .17\n\n            (c)        Expenses . . . . . . . . . . . . . . . . . . . . . . . .17\n\n            (d)        Enforcement. . . . . . . . . . . . . . . . . . . . . . .17\n\n            (e)        Non-Exclusivity of Rights. . . . . . . . . . . . . . . .18\n\n            (f)        Survival of Rights . . . . . . . . . . . . . . . . . . .18\n\n            (g)        Insurance. . . . . . . . . . . . . . . . . . . . . . . .18\n\n            (h)        Amendments . . . . . . . . . . . . . . . . . . . . . . .18\n\n            (i)        Saving Clause. . . . . . . . . . . . . . . . . . . . . .18\n\n            (j)        Certain Definitions. . . . . . . . . . . . . . . . . . .19\n\nARTICLE XII        NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . .19\n\n     Section 44.       Notices. . . . . . . . . . . . . . . . . . . . . . . . .19\n\n            (a)        Notice to Stockholders . . . . . . . . . . . . . . . . .19\n\n            (b)        Notice to Directors. . . . . . . . . . . . . . . . . . .20\n\n            (c)        Affidavit of Mailing . . . . . . . . . . . . . . . . . .20\n\n            (d)        Time Notices Deemed Given. . . . . . . . . . . . . . . .20\n\n            (e)        Methods of Notice. . . . . . . . . . . . . . . . . . . .20\n\n            (f)        Failure to Receive Notice. . . . . . . . . . . . . . . .20\n\n            (g)        Notice to Person with Whom Communication Is Unlawful . .20\n\n            (h)        Notice to Person with Undeliverable Address. . . . . . .20\n\nARTICLE XIII       AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . .21\n\n\n\n                                       iii.\n\n\n\n                                  TABLE OF CONTENTS\n                                     (CONTINUED)\n\n\n\n                                                                              PAGE\n                                                                        \n     Section 45.       Amendments . . . . . . . . . . . . . . . . . . . . . . .21\n\nARTICLE XIV        LOANS TO OFFICERS. . . . . . . . . . . . . . . . . . . . . .21\n\n     Section 46.       Loans to Officers. . . . . . . . . . . . . . . . . . . .21\n\n\n\n                                       iv.\n\n\n\n                             AMENDED AND RESTATED BYLAWS\n                                         OF\n                               GILEAD SCIENCES, INC.\n                              (A DELAWARE CORPORATION)\n\n                                     ARTICLE I\n\n                                      OFFICES\n\n       SECTION 1.     REGISTERED OFFICE.  The registered office of the \ncorporation in the State of Delaware shall be in the City of Wilmington, \nCounty of New Castle.  \n\n       SECTION 2.     OTHER OFFICES.  The corporation shall also have and \nmaintain an office or principal place of business in California, at such \nplace as may be fixed by the Board of Directors, and may also have offices at \nsuch other places, both within and without the State of Delaware as the Board \nof Directors may from time to time determine or the business of the \ncorporation may require.  \n\n                                     ARTICLE II\n\n                                   CORPORATE SEAL\n\n       SECTION 3.     CORPORATE SEAL.  The corporate seal shall consist of a \ndie bearing the name of the corporation and the inscription, 'Corporate \nSeal-Delaware.'  Said seal may be used by causing it or a facsimile thereof \nto be impressed or affixed or reproduced or otherwise.  \n\n                                    ARTICLE III\n\n                               STOCKHOLDERS' MEETINGS\n\n       SECTION 4.     PLACE OF MEETINGS.  Meetings of the stockholders of the \ncorporation shall be held at such place, either within or without the State \nof Delaware, as may be designated from time to time by the Board of \nDirectors, or, if not so designated, then at the office of the corporation \nrequired to be maintained pursuant to Section 2 hereof. \n\n       SECTION 5.     ANNUAL MEETING.\n\n               (a)    The annual meeting of the stockholders of the \ncorporation, for the purpose of election of directors and for such other \nbusiness as may lawfully come before it, shall be held on such date and at \nsuch time as may be designated from time to time by the Board of Directors. \nNominations of persons for election to the Board of Directors of the \ncorporation and the proposal of business to be considered by the stockholders \nmay be made at an annual meeting of stockholders:  (i) pursuant to the \ncorporation's notice of meeting of stockholders; (ii) by or at the direction \nof the Board of Directors; or (iii) by any stockholder of the corporation who \nwas a stockholder of record at the time of giving of notice provided for in \nthe following paragraph, who is entitled to vote at the meeting and who \ncomplied with the notice procedures set forth in Section 5.\n\n\n                                       1.\n\n\n\n               (b)    At an annual meeting of the stockholders, only such \nbusiness shall be conducted as shall have been properly brought before the \nmeeting.  For nominations or other business to be properly brought before an \nannual meeting by a stockholder pursuant to clause (iii) of Section 5(a) of \nthese Bylaws, (i) the stockholder must have given timely notice thereof in \nwriting to the Secretary of the corporation, (ii) such other business must be \na proper matter for stockholder action under the Delaware General Corporation \nLaw, (iii) if the stockholder, or the beneficial owner on whose behalf any \nsuch proposal or nomination is made, has provided the corporation with a \nSolicitation Notice (as defined in this Section 5(b)), such stockholder or \nbeneficial owner must, in the case of a proposal, have delivered a proxy \nstatement and form of proxy to holders of at least the percentage of the \ncorporation's voting shares required under applicable law to carry any such \nproposal, or, in the case of a nomination or nominations, have delivered a \nproxy statement and form of proxy to holders of a percentage of the \ncorporation's voting shares reasonably believed by such stockholder or \nbeneficial owner to be sufficient to elect the nominee or nominees proposed \nto be nominated by such stockholder, and must, in either case, have included \nin such materials the Solicitation Notice, and (iv) if no Solicitation Notice \nrelating thereto has been timely provided pursuant to this section, the \nstockholder or beneficial owner proposing such business or nomination must \nnot have solicited a number of proxies sufficient to have required the \ndelivery of such a Solicitation Notice under this Section 5.  To be timely, a \nstockholder's notice shall be delivered to the Secretary at the principal \nexecutive offices of the corporation not later than the close of business on \nthe ninetieth (90th) day nor earlier than the close of business on the one \nhundred twentieth (120th) day prior to the first anniversary of the preceding \nyear's annual meeting; provided, however, that in the event that the date of \nthe annual meeting is advanced more than thirty (30) days prior to or delayed \nby more than thirty (30) days after the anniversary of the preceding year's \nannual meeting, notice by the stockholder to be timely must be so delivered \nnot earlier than the close of business on the one hundred twentieth (120th) \nday prior to such annual meeting and not later than the close of business on \nthe later of the ninetieth (90th) day prior to such annual meeting or the \ntenth (10th) day following the day on which public announcement of the date \nof such meeting is first made.  In no event shall the public announcement of \nan adjournment of an annual meeting commence a new time period for the giving \nof a stockholder's notice as described above.  Such stockholder's notice \nshall set forth:  (A) as to each person whom the stockholder proposed to \nnominate for election or reelection as a director all information relating to \nsuch person that is required to be disclosed in solicitations of proxies for \nelection of directors in an election contest, or is otherwise required, in \neach case pursuant to Regulation 14A under the Securities Exchange Act of \n1934, as amended (the '1934 Act') and Rule 14a-11 thereunder (including such \nperson's written consent to being named in the proxy statement as a nominee \nand to serving as a director if elected); (B) as to any other business that \nthe stockholder proposes to bring before the meeting, a brief description of \nthe business desired to be brought before the meeting, the reasons for \nconducting such business at the meeting and any material interest in such \nbusiness of such stockholder and the beneficial owner, if any, on whose \nbehalf the proposal is made; and (C) as to the stockholder giving the notice \nand the beneficial owner, if any, on whose behalf the nomination or proposal \nis made (i) the name and address of such stockholder, as they appear on the \ncorporation's books, and of such beneficial owner, (ii) the class and number \nof shares of the corporation which are owned beneficially and of record by \nsuch stockholder and such beneficial owner, and (iii) whether either such \nstockholder or beneficial owner intends to deliver a proxy statement and form \nof proxy to holders of, in the case of the proposal, at least the percentage \nof the\n\n\n                                       2.\n\n\n\ncorporation's voting shares required under applicable law to carry the \nproposal or, in the case of a nomination or nominations, a sufficient number \nof holders of the corporation's voting shares to elect such nominee or \nnominees (an affirmative statement of such intent, a 'Solicitation Notice').\n\n               (c)    Notwithstanding anything in the second sentence of \nSection 5(b) of these Bylaws to the contrary, in the event that the number of \ndirectors to be elected to the Board of Directors of the corporation is \nincreased and there is no public announcement naming all of the nominees for \ndirector or specifying the size of the increased Board of Directors made by \nthe corporation at least one hundred (100) days prior to the first \nanniversary of the preceding year's annual meeting, a stockholder's notice \nrequired by this Section 5 shall also be considered timely, but only with \nrespect to nominees for any new positions created by such increase, if it \nshall be delivered to the Secretary at the principal executive offices of the \ncorporation not later than the close of business on the tenth (10th) day \nfollowing the day on which such public announcement is first made by the \ncorporation.\n\n               (d)    Only such persons who are nominated in accordance with \nthe procedures set forth in this Section 5 shall be eligible to serve as \ndirectors and only such business shall be conducted at a meeting of \nstockholders as shall have been brought before the meeting in accordance with \nthe procedures set forth in this Section 5.  Except as otherwise provided by \nlaw, the Chairman of the meeting shall have the power and duty to determine \nwhether a nomination or any business proposed to be brought before the \nmeeting was made, or proposed, as the case may be, in accordance with the \nprocedures set forth in these Bylaws and, if any proposed nomination or \nbusiness is not in compliance with these Bylaws, to declare that such \ndefective proposal or nomination shall not be presented for stockholder \naction at the meeting and shall be disregarded.\n\n               (e)    Notwithstanding the foregoing provisions of this \nSection 5, in order to include information with respect to a stockholder \nproposal in the proxy statement and form of proxy for a stockholder's \nmeeting, stockholders must provide notice as required by the regulations \npromulgated under the 1934 Act. Nothing in these Bylaws shall be deemed to \naffect any rights of stockholders to request inclusion of proposals in the \ncorporation proxy statement pursuant to Rule 14a-8 under the 1934 Act.\n\n               (f)    For purposes of this Section 5, 'public announcement' \nshall mean disclosure in a press release reported by the Dow Jones News \nService, Associated Press or comparable national news service or in a \ndocument publicly filed by the corporation with the Securities and Exchange \nCommission pursuant to Section 13, 14 or 15(d) of the 1934 Act.\n\n       SECTION 6.     SPECIAL MEETINGS.\n\n               (a)    Special meetings of the stockholders of the corporation \nmay be called, for any purpose or purposes, by (i) the Chairman of the Board \nof Directors, (ii) the Chief Executive Officer, or (iii) the Board of \nDirectors pursuant to a resolution adopted by a majority of the total number \nof authorized directors (whether or not there exist any vacancies in \npreviously authorized directorships at the time any such resolution is \npresented to the Board of Directors for adoption) and shall be held at such \nplace, on such date, and at such time as the Board of Directors shall fix.\n\n\n                                       3.\n\n\n\n               (b)    If a special meeting is properly called by any person \nor persons other than the Board of Directors, the request shall be in \nwriting, specifying the general nature of the business proposed to be \ntransacted, and shall be delivered personally or sent by registered mail or \nby telegraphic or other facsimile transmission to the Chairman of the Board \nof Directors, the Chief Executive Officer, or the Secretary of the \ncorporation.  No business may be transacted at such special meeting otherwise \nthan specified in such notice. The Board of Directors shall determine the \ntime and place of such special meeting, which shall be held not less than \nthirty-five (35) nor more than one hundred twenty (120) days after the date \nof the receipt of the request.  Upon determination of the time and place of \nthe meeting, the officer receiving the request shall cause notice to be given \nto the stockholders entitled to vote, in accordance with the provisions of \nSection 7 of these Bylaws.  If the notice is not given within one hundred \n(100) days after the receipt of the request, the person or persons properly \nrequesting the meeting may set the time and place of the meeting and give the \nnotice.  Nothing contained in this paragraph (b) shall be construed as \nlimiting, fixing, or affecting the time when a meeting of stockholders called \nby action of the Board of Directors may be held.\n\n               (c)    Nominations of persons for election to the Board of \nDirectors may be made at a special meeting of stockholders at which directors \nare to be elected pursuant to the corporation's notice of meeting (i) by or \nat the direction of the Board of Directors or (ii) by any stockholder of the \ncorporation who is a stockholder of record at the time of giving notice \nprovided for in these Bylaws who shall be entitled to vote at the meeting and \nwho complies with the notice procedures set forth in this Section 6(c).  In \nthe event the corporation calls a special meeting of stockholders for the \npurpose of electing one or more directors to the Board of Directors, any such \nstockholder may nominate a person or persons (as the case may be), for \nelection to such position(s) as specified in the corporation's notice of \nmeeting, if the stockholder's notice required by Section 5(b) of these Bylaws \nshall be delivered to the Secretary at the principal executive offices of the \ncorporation not earlier than the close of business on the one hundred \ntwentieth (120th) day prior to such special meeting and not later than the \nclose of business on the later of the ninetieth (90th) day prior to such \nmeeting or the tenth (10th) day following the day on which public \nannouncement is first made of the date of the special meeting and of the \nnominees proposed by the Board of Directors to be elected at such meeting.  \nIn no event shall the public announcement of an adjournment of a special \nmeeting commence a new time period for the giving of a stockholder's notice \nas described above.\n\n       SECTION 7.     NOTICE OF MEETINGS.  Except as otherwise provided by \nlaw or the Certificate of Incorporation, written notice of each meeting of \nstockholders shall be given not less than ten (10) nor more than sixty (60) \ndays before the date of the meeting to each stockholder entitled to vote at \nsuch meeting, such notice to specify the place, date and hour and purpose or \npurposes of the meeting.  Notice of the time, place and purpose of any \nmeeting of stockholders may be waived in writing, signed by the person \nentitled to notice thereof, either before or after such meeting, and will be \nwaived by any stockholder by his attendance thereat in person or by proxy, \nexcept when the stockholder attends a meeting for the express purpose of \nobjecting, at the beginning of the meeting, to the transaction of any \nbusiness because the meeting is not lawfully called or convened.  Any \nstockholder so waiving notice of such meeting shall be bound by the \nproceedings of any such meeting in all respects as if due notice thereof had \nbeen given.  \n\n\n                                       4.\n\n\n\n       SECTION 8.     QUORUM.  At all meetings of stockholders, except where \notherwise provided by statute or by the Certificate of Incorporation, or by \nthese Bylaws, the presence, in person or by proxy duly authorized, of the \nholders of a majority of the outstanding shares of stock entitled to vote \nshall constitute a quorum for the transaction of business.  In the absence of \na quorum, any meeting of stockholders may be adjourned, from time to time, \neither by the chairman of the meeting or by vote of the holders of a majority \nof the shares represented thereat, but no other business shall be transacted \nat such meeting.  The stockholders present at a duly called or convened \nmeeting, at which a quorum is present, may continue to transact business \nuntil adjournment, notwithstanding the withdrawal of enough stockholders to \nleave less than a quorum.  Except as otherwise provided by statute, the \nCertificate of Incorporation or these Bylaws, in all matters other than the \nelection of directors, the affirmative vote of the majority of shares present \nin person or represented by proxy at the meeting and entitled to vote on the \nsubject matter shall be the act of the stockholders. Except as otherwise \nprovided by statute, the Certificate of Incorporation or these Bylaws, \ndirectors shall be elected by a plurality of the votes of the shares present \nin person or represented by proxy at the meeting and entitled to vote on the \nelection of directors.  Where a separate vote by a class or classes or series \nis required, except where otherwise provided by the statute or by the \nCertificate of Incorporation or these Bylaws, a majority of the outstanding \nshares of such class or classes or series, present in person or represented \nby proxy, shall constitute a quorum entitled to take action with respect to \nthat vote on that matter and, except where otherwise provided by the statute \nor by the Certificate of Incorporation or these Bylaws, the affirmative vote \nof the majority (plurality, in the case of the election of directors) of the \nvotes cast by the holders of shares ofsuch class or classes or series shall \nbe the act of such class or classes or series.  \n\n       SECTION 9.     ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS.  Any \nmeeting of stockholders, whether annual or special, may be adjourned from \ntime to time either by the chairman of the meeting or by the vote of a \nmajority of the shares casting votes.  When a meeting is adjourned to another \ntime or place, notice need not be given of the adjourned meeting if the time \nand place thereof are announced at the meeting at which the adjournment is \ntaken.  At the adjourned meeting, the corporation may transact any business \nwhich might have been transacted at the original meeting.  If the adjournment \nis for more than thirty (30) days or if after the adjournment a new record \ndate is fixed for the adjourned meeting, a notice of the adjourned meeting \nshall be given to each stockholder of record entitled to vote at the meeting. \n \n\n       SECTION 10.    VOTING RIGHTS.  For the purpose of determining those \nstockholders entitled to vote at any meeting of the stockholders, except as \notherwise provided by law, only persons in whose names shares stand on the \nstock records of the corporation on the record date, as provided in Section \n12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. \nCumulative voting shall not be available to stockholders.  Every person \nentitled to vote shall have the right to do so either in person or by an \nagent or agents authorized by a proxy granted in accordance with Delaware \nlaw. An agent so appointed need not be a stockholder.  No proxy shall be \nvoted after three (3) years from its date of creation unless the proxy \nprovides for a longer period.  \n\n       SECTION 11.    JOINT OWNERS OF STOCK.  If shares or other securities \nhaving voting power stand of record in the names of two (2) or more persons, \nwhether fiduciaries, members of a partnership, joint tenants, tenants in \ncommon, tenants by the entirety, or otherwise, or if two (2) \n\n\n                                       5.\n\n\n\nor more persons have the same fiduciary relationship respecting the same \nshares, unless the Secretary is given written notice to the contrary and is \nfurnished with a copy of the instrument or order appointing them or creating \nthe relationship wherein it is so provided, their acts with respect to voting \nshall have the following effect: (a) if only one (1) votes, his act binds \nall; (b) if more than one (1) votes, the act of the majority so voting binds \nall; (c) if more than one (1) votes, but the vote is evenly split on any \nparticular matter, each faction may vote the securities in question \nproportionally, or may apply to the Delaware Court of Chancery for relief as \nprovided in the Delaware General Corporation Law, Section 217(b).  If the \ninstrument filed with the Secretary shows that any such tenancy is held in \nunequal interests, a majority or even-split for the purpose of subsection (c) \nshall be a majority or even-split in interest.  \n\n       SECTION 12.    LIST OF STOCKHOLDERS.  The Secretary shall prepare and \nmake, at least ten (10) days before every meeting of stockholders, a complete \nlist of the stockholders entitled to vote at said meeting, arranged in \nalphabetical order, showing the address of each stockholder and the number of \nshares registered in the name of each stockholder.  Such list shall be open \nto the examination of any stockholder, for any purpose germane to the \nmeeting, during ordinary business hours, for a period of at least ten (10) \ndays prior to the meeting, either at a place within the city where the \nmeeting is to be held, which place shall be specified in the notice of the \nmeeting, or, if not specified, at the place where the meeting is to be held.  \nThe list shall be produced and kept at the time and place of meeting during \nthe whole time thereof and may be inspected by any stockholder who is \npresent.  \n\n       SECTION 13.    ACTION WITHOUT MEETING.  No action shall be taken by \nthe stockholders except at an annual or special meeting of stockholders \ncalled in accordance with these Bylaws, and no action shall be taken by the \nstockholders by written consent.\n\n       SECTION 14.    ORGANIZATION.  \n\n               (a)    At every meeting of stockholders, the Chairman of the \nBoard of Directors, or, if a Chairman has not been appointed or is absent, \nthe President, or, if the President is absent, a chairman of the meeting \nchosen by a majority in interest of the stockholders entitled to vote, \npresent in person or by proxy, shall act as chairman.  The Secretary, or, in \nhis absence, an Assistant Secretary directed to do so by the President, shall \nact as secretary of the meeting.\n\n               (b)    The Board of Directors of the corporation shall be \nentitled to make such rules or regulations for the conduct of meetings of \nstockholders as it shall deem necessary, appropriate or convenient.  Subject \nto such rules and regulations of the Board of Directors, if any, the chairman \nof the meeting shall have the right and authority to prescribe such rules, \nregulations and procedures and to do all such acts as, in the judgment of \nsuch chairman, are necessary, appropriate or convenient for the proper \nconduct of the meeting, including, without limitation, establishing an agenda \nor order of business for the meeting, rules and procedures for maintaining \norder at the meeting and the safety of those present, limitations on \nparticipation in such meeting to stockholders of record of the corporation \nand their duly authorized and constituted proxies and such other persons as \nthe chairman shall permit, restrictions on entry to the meeting after the \ntime fixed for the commencement thereof, limitations on the time allotted to \nquestions or comments by participants and regulation of the opening and \nclosing of the polls for balloting on matters which are to be voted on by \nballot.  Unless and to the extent determined by\n\n\n                                       6.\n\n\n\nthe Board of Directors or the chairman of the meeting, meetings of \nstockholders shall not be required to be held in accordance with rules of \nparliamentary procedure.\n\n                                  ARTICLE IV\n\n                                  DIRECTORS\n\n       SECTION 15.    NUMBER AND TERM OF OFFICE.  The authorized number of \ndirectors of the corporation shall be fixed in accordance with the \nCertificate of Incorporation.  Directors need not be stockholders unless so \nrequired by the Certificate of Incorporation.  If for any cause, the \ndirectors shall not have been elected at an annual meeting, they may be \nelected as soon thereafter as convenient at a special meeting of the \nstockholders called for that purpose in the manner provided in these Bylaws.  \n\n       SECTION 16.    POWERS.  The powers of the corporation shall be \nexercised, its business conducted and its property controlled by the Board of \nDirectors, except as may be otherwise provided by statute or by the \nCertificate of Incorporation.  \n\n       SECTION 17.    BOARD OF DIRECTORS.  Subject to the rights of the \nholders of any series of Preferred Stock to elect additional directors under \nspecified circumstances, directors shall be elected at each annual meeting of \nstockholders for a term of one year.  Each director shall serve until his \nsuccessor is duly elected and qualified or until his death, resignation or \nremoval.  No decrease in the number of directors constituting the Board of \nDirectors shall shorten the term of any incumbent director.\n\n       SECTION 18.    VACANCIES.  Unless otherwise provided in the \nCertificate of Incorporation, any vacancies on the Board of Directors \nresulting from death, resignation, disqualification, removal or other causes \nshall be filled by either (i) the affirmative vote of the holders of a \nmajority of the voting power of the then-outstanding shares of voting stock \nof the corporation entitled to vote generally in the election of Directors \n(the 'Voting Stock') voting together as a single class; or (ii) by the \naffirmative vote of a majority of the remaining directors then in office, \neven though less than a quorum of the Board of Directors.  Newly created \ndirectorships resulting from any increase in the number of directors shall, \nunless the Board of Directors determines by resolution that any such newly \ncreated directorship shall be filled by the stockholders, be filled only by \nthe affirmative vote of the directors then in office, even though less than a \nquorum of the Board of Directors.  Any director elected in accordance with \nthe preceding sentence shall hold office for the remainder of the full term \nof the class of directors in which the new directorship was created or the \nvacancy occurred and until such director's successor shall have been elected \nand qualified.  A vacancy in the Board of Directors shall be deemed to exist \nunder this Bylaw in the case of the death, removal or resignation of any \nDirector, or if the stockholders fail at any meeting of stockholders at which \nDirectors are to be elected (including any meeting referred to in Section 22 \nbelow) to elect the number of Directors then constituting the whole Board of \nDirectors.\n\n       SECTION 19.    RESIGNATION.  Any director may resign at any time by \ndelivering his written resignation to the Secretary, such resignation to \nspecify whether it will be effective at a particular time, upon receipt by \nthe Secretary or at the pleasure of the Board of Directors.  If no \n\n\n                                       7.\n\n\n\nsuch specification is made, it shall be deemed effective at the pleasure of \nthe Board of Directors.  When one or more directors shall resign from the \nBoard of Directors, effective at a future date, a majority of the directors \nthen in office, including those who have so resigned, shall have power to \nfill such vacancy or vacancies, the vote thereon to take effect when such \nresignation or resignations shall become effective, and each director so \nchosen shall hold office for the unexpired portion of the term of the \ndirector whose place shall be vacated and until his successor shall have been \nduly elected and qualified.  \n\n       SECTION 20.    REMOVAL.  Subject to any limitations imposed by law or \nthe Certificate of Incorporation, the Board of Directors, or any individual \ndirector, may be removed from office at any time (i) with cause by the \naffirmative vote of the holders of at least a majority of the then \noutstanding shares of Voting Stock; or (ii) without cause by an affirmative \nvote of the holders of at least sixty-six and two-thirds percent (66-2\/3%) of \nsuch outstanding shares.  \n\n       SECTION 21.    MEETINGS.\n\n               (a)    ANNUAL MEETINGS.  The annual meeting of the Board of \nDirectors shall be held immediately before or after the annual meeting of \nstockholders and at the place where such meeting is held.  No notice of an \nannual meeting of the Board of Directors shall be necessary and such meeting \nshall be held for the purpose of electing officers and transacting such other \nbusiness as may lawfully come before it.\n\n               (b)    REGULAR MEETINGS. Unless otherwise restricted by the \nCertificate of Incorporation, regular meetings of the Board of Directors may \nbe held at any time or date and at any place within or without the State of \nDelaware which has been designated by the Board of Directors and publicized \namong all directors. No formal notice shall be required for regular meetings \nof the Board or Directors.\n\n               (c)    SPECIAL MEETINGS.  Unless otherwise restricted by the \nCertificate of Incorporation, special meetings of the Board of Directors may \nbe held at any time and place within or without the State of Delaware \nwhenever called by the Chairman of the Board, the President or any two of the \ndirectors.  \n\n               (d)    TELEPHONE MEETINGS.  Any member of the Board of \nDirectors, or of any committee thereof, may participate in a meeting by means \nof conference telephone or similar communications equipment by means of which \nall persons participating in the meeting can hear each other, and \nparticipation in a meeting by such means shall constitute presence in person \nat such meeting.  \n\n               (e)    NOTICE OF MEETINGS.  Notice of the time and place of \nall special meetings of the Board of Directors shall be orally or in writing, \nby telephone, including a voice messaging system or other system or \ntechnology designed to record and communicate messages, facsimile, telegraph \nor telex, or by electronic mail or other electronic means, during normal \nbusiness hours, at least twenty-four (24) hours before the date and time of \nthe meeting, or sent in writing to each director by first class mail, charges \nprepaid, at least three (3) days before the date of the meeting.  Notice of \nany meeting may be waived in writing at any time before or after the meeting \nand will be waived by any director by attendance thereat, except when the \ndirector attends the meeting for \n\n\n                                       8.\n\n\n\nthe express purpose of objecting, at the beginning of the meeting, to the \ntransaction of any business because the meeting is not lawfully called or \nconvened.  \n\n               (f)    WAIVER OF NOTICE.  The transaction of all business at \nany meeting of the Board of Directors, or any committee thereof, however \ncalled or noticed, or wherever held, shall be as valid as though had at a \nmeeting duly held after regular call and notice, if a quorum be present and \nif, either before or after the meeting, each of the directors not present \nshall sign a written waiver of notice.  All such waivers shall be filed with \nthe corporate records or made a part of the minutes of the meeting. \n\n       SECTION 22.    QUORUM AND VOTING.\n\n               (a)    Unless the Certificate of Incorporation requires a \ngreater number and except with respect to indemnification questions arising \nunder Section 43 hereof, for which a quorum shall be one-third of the exact \nnumber of directors fixed from time to time in accordance with the \nCertificate of Incorporation, a quorum of the Board of Directors shall \nconsist of a majority of the exact number of directors fixed from time to \ntime by the Board of Directors in accordance with the Certificate of \nIncorporation; provided, however, at any meeting whether a quorum be present \nor otherwise, a majority of the directors present may adjourn from time to \ntime until the time fixed for the next regular meeting of the Board of \nDirectors, without notice other than by announcement at the meeting.  \n\n               (b)    At each meeting of the Board of Directors at which a \nquorum is present, all questions and business shall be determined by the \naffirmative vote of a majority of the directors present, unless a different \nvote be required by law, the Certificate of Incorporation or these Bylaws.  \n\n       SECTION 23.    ACTION WITHOUT MEETING.  Unless otherwise restricted by \nthe Certificate of Incorporation or these Bylaws, any action required or \npermitted to be taken at any meeting of the Board of Directors or of any \ncommittee thereof may be taken without a meeting, if all members of the Board \nof Directors or committee, as the case may be, consent thereto in writing, \nand such writing or writings are filed with the minutes of proceedings of the \nBoard of Directors or committee.  \n\n       SECTION 24.    FEES AND COMPENSATION.  Directors shall be entitled to \nsuch compensation for their services as may be approved by the Board of \nDirectors, including, if so approved, by resolution of the Board of \nDirectors, a fixed sum and expenses of attendance, if any, for attendance at \neach regular or special meeting of the Board of Directors and at any meeting \nof a committee of the Board of Directors.  Nothing herein contained shall be \nconstrued to preclude any director from serving the corporation in any other \ncapacity as an officer, agent, employee, or otherwise and receiving \ncompensation therefor.  \n\n       SECTION 25.    COMMITTEES.\n\n               (a)    EXECUTIVE COMMITTEE.  The Board of Directors may \nappoint an Executive Committee to consist of one (1) or more members of the \nBoard of Directors.  The Executive Committee, to the extent permitted by law \nand provided in the resolution of the Board of Directors shall have and may \nexercise all the powers and authority of the Board of Directors in \n\n\n                                       9.\n\n\n\nthe management of the business and affairs of the corporation, and may \nauthorize the seal of the corporation to be affixed to all papers which may \nrequire it; but no such committee shall have the power or authority in \nreference to (i) approving or adopting, or recommending to the stockholders, \nany action or matter expressly required by the Delaware General Corporation \nLaw to be submitted to stockholders for approval, or (ii) adopting, amending \nor repealing any bylaw of the corporation.  \n\n               (b)    OTHER COMMITTEES.  The Board of Directors may, from \ntime to time, appoint such other committees as may be permitted by law.  Such \nother committees appointed by the Board of Directors shall consist of one (1) \nor more members of the Board of Directors and shall have such powers and \nperform such duties as may be prescribed by the resolution or resolutions \ncreating such committees, but in no event shall any such committee have the \npowers denied to the Executive Committee in these Bylaws.  \n\n               (c)    TERM.  Each member of a committee of the Board of \nDirectors shall serve a term on the committee coexistent with such member's \nterm on the Board of Directors.  The Board of Directors, subject to any \nrequirements of any outstanding series of preferred Stock and the provisions \nof subsections (a) or (b) of this Bylaw, may at any time increase or decrease \nthe number of members of a committee or terminate the existence of a \ncommittee.  The membership of a committee member shall terminate on the date \nof his death or voluntary resignation from the committee or from the Board of \nDirectors.  The Board of Directors may at any time for any reason remove any \nindividual committee member and the Board of Directors may fill any committee \nvacancy created by death, resignation, removal or increase in the number of \nmembers of the committee. The Board of Directors may designate one or more \ndirectors as alternate members of any committee, who may replace any absent \nor disqualified member at any meeting of the committee, and, in addition, in \nthe absence or disqualification of any member of a committee, the member or \nmembers thereof present at any meeting and not disqualified from voting, \nwhether or not he or they constitute a quorum, may unanimously appoint \nanother member of the Board of Directors to act at the meeting in the place \nof any such absent or disqualified member.  \n\n               (d)    MEETINGS.  Unless the Board of Directors shall \notherwise provide, regular meetings of the Executive Committee or any other \ncommittee appointed pursuant to this Section 24 shall be held at such times \nand places as are determined by the Board of Directors, or by any such \ncommittee, and when notice thereof has been given to each member of such \ncommittee, no further notice of such regular meetings need be given \nthereafter.  Special meetings of any such committee may be held at any place \nwhich has been determined from time to time by such committee, and may be \ncalled by any director who is a member of such committee, upon written notice \nto the members of such committee of the time and place of such special \nmeeting given in the manner provided for the giving of written notice to \nmembers of the Board of Directors of the time and place of special meetings \nof the Board of Directors.  Notice of any special meeting of any committee \nmay be waived in writing at any time before or after the meeting and will be \nwaived by any director by attendance thereat, except when the director \nattends such special meeting for the express purpose of objecting, at the \nbeginning of the meeting, to the transaction of any business because the \nmeeting is not lawfully called or convened.  A majority of the authorized \nnumber of members of any such committee shall constitute a quorum for the \n\n\n                                      10.\n\n\n\ntransaction of business, and the act of a majority of those present at any \nmeeting at which a quorum is present shall be the act of such committee.  \n\n       SECTION 26.    ORGANIZATION.  At every meeting of the directors, the \nChairman of the Board of Directors, or, if a Chairman has not been appointed \nor is absent, the President (if a director), or if the President is absent, \nthe most senior Vice President (if a director), or, in the absence of any \nsuch person, a chairman of the meeting chosen by a majority of the directors \npresent, shall preside over the meeting.  The Secretary, or in his absence, \nany Assistant Secretary directed to do so by the President, shall act as \nsecretary of the meeting.\n\n                                     ARTICLE V\n\n                                     OFFICERS\n\n       SECTION 27.    OFFICERS DESIGNATED.  The officers of the corporation \nshall include, if and when designated by the Board of Directors, the Chairman \nof the Board of Directors, the Chief Executive Officer, the President, one or \nmore Vice Presidents, the Secretary, the Chief Financial Officer, the \nTreasurer and the Controller, all of whom shall be elected at the annual \norganizational meeting of the Board of Directors. The order of the seniority \nof the Vice Presidents shall be in the order of their nomination, unless \notherwise determined by the Board of Directors.  The Board of Directors may \nalso appoint one or more Assistant Secretaries, Assistant Treasurers, \nAssistant Controllers and such other officers and agents with such powers and \nduties as it shall deem necessary.  The Board of Directors may assign such \nadditional titles to one or more of the officers as it shall deem \nappropriate.  Any one person may hold any number of offices of the \ncorporation at any one time unless specifically prohibited therefrom by law.  \nThe salaries and other compensation of the officers of the corporation shall \nbe fixed by or in the manner designated by the Board of Directors.  \n\n       SECTION 28.    TENURE AND DUTIES OF OFFICERS.\n\n               (a)    GENERAL.  All officers shall hold office at the \npleasure of the Board of Directors and until their successors shall have been \nduly elected and qualified, unless sooner removed.  Any officer elected or \nappointed by the Board of Directors may be removed at any time by the Board \nof Directors. If the office of any officer becomes vacant for any reason, the \nvacancy may be filled by the Board of Directors.  \n\n               (b)    DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS.  The \nChairman of the Board of Directors, when present, shall preside at all \nmeetings of the stockholders and the Board of Directors.  The Chairman of the \nBoard of Directors shall perform other duties commonly incident to his office \nand shall also perform such other duties and have such other powers as the \nBoard of Directors shall designate from time to time. If there is no \nPresident, then the Chairman of the Board of Directors shall also serve as \nthe Chief Executive Officer of the corporation and shall have the powers and \nduties prescribed in paragraph (c) of this Section 28.\n\n               (c)    DUTIES OF PRESIDENT.  The President shall preside at \nall meetings of the stockholders and at all meetings of the Board of \nDirectors, unless the Chairman of the Board of Directors has been appointed \nand is present. Unless some other officer has been elected Chief \n\n\n                                      11.\n\n\n\nExecutive Officer of the corporation, the President shall be the chief \nexecutive officer of the corporation and shall, subject to the control of the \nBoard of Directors, have general supervision, direction and control of the \nbusiness and officers of the corporation.  The President shall perform other \nduties commonly incident to his office and shall also perform such other \nduties and have such other powers as the Board of Directors shall designate \nfrom time to time.  \n\n               (d)    DUTIES OF VICE PRESIDENTS.  The Vice Presidents may \nassume and perform the duties of the President in the absence or disability \nof the President or whenever the office of President is vacant.  The Vice \nPresidents shall perform other duties commonly incident to their office and \nshall also perform such other duties and have such other powers as the Board \nof Directors or the President shall designate from time to time.  \n\n               (e)    DUTIES OF SECRETARY.  The Secretary shall attend all \nmeetings of the stockholders and of the Board of Directors and shall record \nall acts and proceedings thereof in the minute book of the corporation.  The \nSecretary shall give notice in conformity with these Bylaws of all meetings \nof the stockholders and of all meetings of the Board of Directors and any \ncommittee thereof requiring notice.  The Secretary shall perform all other \nduties given him in these Bylaws and other duties commonly incident to his \noffice and shall also perform such other duties and have such other powers as \nthe Board of Directors shall designate from time to time.  The President may \ndirect any Assistant Secretary to assume and perform the duties of the \nSecretary in the absence or disability of the Secretary, and each Assistant \nSecretary shall perform other duties commonly incident to his office and \nshall also perform such other duties and have such other powers as the Board \nof Directors or the President shall designate from time to time.  \n\n               (f)    DUTIES OF CHIEF FINANCIAL OFFICER.  The Chief Financial \nOfficer shall keep or cause to be kept the books of account of the \ncorporation in a thorough and proper manner and shall render statements of \nthe financial affairs of the corporation in such form and as often as \nrequired by the Board of Directors or the President.  The Chief Financial \nOfficer, subject to the order of the Board of Directors, shall have the \ncustody of all funds and securities of the corporation.  The Chief Financial \nOfficer shall perform other duties commonly incident to his office and shall \nalso perform such other duties and have such other powers as the Board of \nDirectors or the President shall designate from time to time.  The President \nmay direct the Treasurer or any Assistant Treasurer, or the Controller or any \nAssistant Controller to assume and perform the duties of the Chief Financial \nOfficer in the absence or disability of the Chief Financial Officer, and each \nTreasurer and Assistant Treasurer and each Controller and Assistant \nController shall perform other duties commonly incident to his office and \nshall also perform such other duties and have such other powers as the Board \nof Directors or the President shall designate from time to time.  \n\n       SECTION 29.    DELEGATION OF AUTHORITY.  The Board of Directors may \nfrom time to time delegate the powers or duties of any officer to any other \nofficer or agent, notwithstanding any provision hereof.\n\n       SECTION 30.    RESIGNATIONS.  Any officer may resign at any time by \ngiving written notice to the Board of Directors or to the President or to the \nSecretary.  Any such resignation shall be effective when received by the \nperson or persons to whom such notice is given, unless a later time is \nspecified therein, in which event the resignation shall become effective at \nsuch later \n\n\n                                      12.\n\n\n\ntime.  Unless otherwise specified in such notice, the acceptance of any such \nresignation shall not be necessary to make it effective.  Any resignation \nshall be without prejudice to the rights, if any, of the corporation under \nany contract with the resigning officer.  \n\n       SECTION 31.    REMOVAL.  Any officer may be removed from office at any \ntime, either with or without cause, by the affirmative vote of a majority of \nthe directors in office at the time, or by the unanimous written consent of \nthe directors in office at the time, or by any committee or superior officers \nupon whom such power of removal may have been conferred by the Board of \nDirectors.\n\n                                     ARTICLE VI\n\n                     EXECUTION OF CORPORATE INSTRUMENTS AND\n                 VOTING OF SECURITIES OWNED BY THE CORPORATION\n\n       SECTION 32.    EXECUTION OF CORPORATE INSTRUMENTS.  The Board of \nDirectors may, in its discretion, determine the method and designate the \nsignatory officer or officers, or other person or persons, to execute on \nbehalf of the corporation any corporate instrument or document, or to sign on \nbehalf of the corporation the corporate name without limitation, or to enter \ninto contracts on behalf of the corporation, except where otherwise provided \nby law or these Bylaws, and such execution or signature shall be binding upon \nthe corporation.  \n\n       All checks and drafts drawn on banks or other depositaries on funds to \nthe credit of the corporation or in special accounts of the corporation shall \nbe signed by such person or persons as the Board of Directors shall authorize \nso to do.\n\n       Unless authorized or ratified by the Board of Directors or within the \nagency power of an officer, no officer, agent or employee shall have any \npower or authority to bind the corporation by any contract or engagement or \nto pledge its credit or to render it liable for any purpose or for any amount.\n\n       SECTION 33.    VOTING OF SECURITIES OWNED BY THE CORPORATION.  All \nstock and other securities of other corporations owned or held by the \ncorporation for itself, or for other parties in any capacity, shall be voted, \nand all proxies with respect thereto shall be executed, by the person \nauthorized so to do by resolution of the Board of Directors, or, in the \nabsence of such authorization, by the Chairman of the Board of Directors, the \nChief Executive Officer, the President, or any Vice President.  \n\n                                     ARTICLE VII\n\n                                   SHARES OF STOCK\n\n       SECTION 34.    FORM AND EXECUTION OF CERTIFICATES.  Certificates for \nthe shares of stock of the corporation shall be in such form as is consistent \nwith the Certificate of Incorporation and applicable law.  Every holder of \nstock in the corporation shall be entitled to have a certificate signed by or \nin the name of the corporation by the Chairman of the Board of Directors, or \nthe President or any Vice President and by the Treasurer or Assistant \nTreasurer or the Secretary or Assistant Secretary, certifying the number of \nshares owned by him in the corporation. Any and \n\n\n                                      13.\n\n\n\nall of the signatures on the certificate may be facsimiles.  In case any \nofficer, transfer agent, or registrar who has signed or whose facsimile \nsignature has been placed upon a certificate shall have ceased to be such \nofficer, transfer agent, or registrar before such certificate is issued, it \nmay be issued with the same effect as if he were such officer, transfer \nagent, or registrar at the date of issue.  Each certificate shall state upon \nthe face or back thereof, in full or in summary, all the powers, \ndesignations, preferences, and rights, and the limitations or restrictions of \nthe shares authorized to be issued or shall, except as otherwise required by \nlaw, set forth on the face or back a statement that the corporation will \nfurnish without charge to each stockholder who so requests the powers, \ndesignations, preferences and relative, participating, optional, or other \nspecial rights of each class of stock or series thereof and the \nqualifications, limitations or restrictions of such preferences and\/or \nrights.  Within a reasonable time after the issuance or transfer of \nuncertificated stock, the corporation shall send to the registered owner \nthereof a written notice containing the information required to be set forth \nor stated on certificates pursuant to this section or otherwise required by \nlaw or with respect to this section a statement that the corporation will \nfurnish without charge to each stockholder who so requests the powers, \ndesignations, preferences and relative participating, optional or othe \nspecial rights of each class of stock or series thereof and the \nqualifications, limitations or restrictions of such preferences and\/or \nrights.  Except as otherwise expressly provided by law, the rights and \nobligations of the holders of certificates representing stock of the same \nclass and series shall be identical.  \n\n       SECTION 35.    LOST CERTIFICATES.  A new certificate or certificates \nshall be issued in place of any certificate or certificates theretofore \nissued by the corporation alleged to have been lost, stolen, or destroyed, \nupon the making of an affidavit of that fact by the person claiming the \ncertificate of stock to be lost, stolen, or destroyed.  The corporation may \nrequire, as a condition precedent to the issuance of a new certificate or \ncertificates, the owner of such lost, stolen, or destroyed certificate or \ncertificates, or his legal representative, to agree to indemnify the \ncorporation in such manner as it shall require or to give the corporation a \nsurety bond in such form and amount as it may direct as indemnity against any \nclaim that may be made against the corporation with respect to the \ncertificate alleged to have been lost, stolen, or destroyed.  \n\n       SECTION 36.    TRANSFERS.\n\n               (a)    Transfers of record of shares of stock of the \ncorporation shall be made only upon its books by the holders thereof, in \nperson or by attorney duly authorized, and upon the surrender of a properly \nendorsed certificate or certificates for a like number of shares.  \n\n               (b)    The corporation shall have power to enter into and \nperform any agreement with any number of stockholders of any one or more \nclasses of stock of the corporation to restrict the transfer of shares of \nstock of the corporation of any one or more classes owned by such \nstockholders in any manner not prohibited by the Delaware General Corporation \nLaw.  \n\n       SECTION 37.    FIXING RECORD DATES.  \n\n               (a)    In order that the corporation may determine the \nstockholders entitled to notice of or to vote at any meeting of stockholders \nor any adjournment thereof, the Board of Directors may fix, in advance, a \nrecord date, which record date shall not precede the date upon which the \nresolution fixing the record date is adopted by the Board of Directors, and \nwhich \n\n\n                                      14.\n\n\n\nrecord date shall, subject to applicable law, not be more than sixty (60) nor \nless than ten (10) days before the date of such meeting.  If no record date \nis fixed by the Board of Directors, the record date for determining \nstockholders entitled to notice of or to vote at a meeting of stockholders \nshall be at the close of business on the day next preceding the day on which \nnotice is given, or if notice is waived, at the close of business on the day \nnext preceding the day on which the meeting is held.  A determination of \nstockholders of record entitled to notice of or to vote at a meeting of \nstockholders shall apply to any adjournment of the meeting; provided, \nhowever, that the Board of Directors may fix a new record date for the \nadjourned meeting.\n\n               (b)    In order that the corporation may determine the \nstockholders entitled to receive payment of any dividend or other \ndistribution or allotment of any rights or the stockholders entitled to \nexercise any rights in respect of any change, conversion or exchange of \nstock, or for the purpose of any other lawful action, the Board of Directors \nmay fix, in advance, a record date, which record date shall not precede the \ndate upon which the resolution fixing the record date is adopted, and which \nrecord date shall be not more than sixty (60) days prior to such action.  If \nno record date is fixed, the record date for determining stockholders for any \nsuch purpose shall be at the close of business on the day on which the Board \nof Directors adopts the resolution relating thereto.\n\n       SECTION 38.    REGISTERED STOCKHOLDERS.  The corporation shall be \nentitled to recognize the exclusive right of a person registered on its books \nas the owner of shares to receive dividends, and to vote as such owner, and \nshall not be bound to recognize any equitable or other claim to or interest \nin such share or shares on the part of any other person whether or not it \nshall have express or other notice thereof, except as otherwise provided by \nthe laws of Delaware.  \n\n                                     ARTICLE VIII\n\n                         OTHER SECURITIES OF THE CORPORATION\n\n       SECTION 39.    EXECUTION OF OTHER SECURITIES.  All bonds, debentures \nand other corporate securities of the corporation, other than stock \ncertificates (covered in Section 34), may be signed by the Chairman of the \nBoard of Directors, the President or any Vice President, or such other person \nas may be authorized by the Board of Directors, and the corporate seal \nimpressed thereon or a facsimile of such seal imprinted thereon and attested \nby the signature of the Secretary or an Assistant Secretary, or the Chief \nFinancial Officer or Treasurer or an Assistant Treasurer; provided, however, \nthat where any such bond, debenture or other corporate security shall be \nauthenticated by the manual signature, or where permissible facsimile \nsignature, of a trustee under an indenture pursuant to which such bond, \ndebenture or other corporate security shall be issued, the signatures of the \npersons signing and attesting the corporate seal on such bond, debenture or \nother corporate security may be the imprinted facsimile of the signatures of \nsuch persons.  Interest coupons appertaining to any such bond, debenture or \nother corporate security, authenticated by a trustee as aforesaid, shall be \nsigned by the Treasurer or an Assistant Treasurer of the corporation or such \nother person as may be authorized by the Board of Directors, or bear \nimprinted thereon the facsimile signature of such person.  In case any \nofficer who shall have signed or attested any bond, debenture or other \ncorporate security, or whose facsimile signature shall appear thereon or on \nany such interest coupon, shall have ceased to be such officer before the \nbond, debenture or other corporate security so signed or attested shall \n\n\n                                      15.\n\n\n\nhave been delivered, such bond, debenture or other corporate security \nnevertheless may be adopted by the corporation and issued and delivered as \nthough the person who signed the same or whose facsimile signature shall have \nbeen used thereon had not ceased to be such officer of the corporation.\n\n                                   ARTICLE IX\n\n                                   DIVIDENDS\n\n       SECTION 40.    DECLARATION OF DIVIDENDS.  Dividends upon the capital \nstock of the corporation, subject to the provisions of the Certificate of \nIncorporation and applicable law, if any, may be declared by the Board of \nDirectors pursuant to law at any regular or special meeting.  Dividends may \nbe paid in cash, in property, or in shares of the capital stock, subject to \nthe provisions of the Certificate of Incorporation and applicable law.  \n\n       SECTION 41.    DIVIDEND RESERVE.  Before payment of any dividend, \nthere may be set aside out of any funds of the corporation available for \ndividends such sum or sums as the Board of Directors from time to time, in \ntheir absolute discretion, think proper as a reserve or reserves to meet \ncontingencies, or for equalizing dividends, or for repairing or maintaining \nany property of the corporation, or for such other purpose as the Board of \nDirectors shall think conducive to the interests of the corporation, and the \nBoard of Directors may modify or abolish any such reserve in the manner in \nwhich it was created.  \n\n                                      ARTICLE X\n\n                                     FISCAL YEAR\n\n       SECTION 42.    FISCAL YEAR.  The fiscal year of the corporation shall \nbe fixed by resolution of the Board of Directors.\n\n                                      ARTICLE XI\n\n                                   INDEMNIFICATION\n\n       SECTION 43.    INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND \nOTHER AGENTS.\n\n               (a)    DIRECTORS AND EXECUTIVE OFFICERS.  The corporation \nshall indemnify its directors and executive officers (for the purposes of \nthis Article XI, 'executive officers' shall have the meaning defined in Rule \n3b-7 promulgated under the 1934 Act) to the fullest extent not prohibited by \nthe Delaware General Corporation Law or any other applicable law; provided, \nhowever, that the corporation may modify the extent of such indemnification \nby individual contracts with its directors and executive officers; and, \nprovided, further, that the corporation shall not be required to indemnify \nany director or executive officer in connection with any proceeding (or part \nthereof) initiated by such person unless (i) such indemnification is \nexpressly required to be made by law, (ii) the proceeding was authorized by \nthe Board of Directors of the corporation, (iii) such indemnification is \nprovided by the corporation, in its sole discretion, pursuant to the powers \nvested in the corporation under the Delaware General Corporation Law or \n\n\n                                      16.\n\n\n\nany other applicable law or (iv) such indemnification id required to be made \nunder subsection (d).\n\n               (b)    OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS.  The \ncorporation shall have power to indemnify its other officers, employees and \nother agents as set forth in the Delaware General Corporation Law or any \nother applicable law. \n\n               (c)    EXPENSES.  The corporation shall advance to any person \nwho was or is a party or is threatened to be made a party to any threatened, \npending or completed action, suit or proceeding, whether civil, criminal, \nadministrative or investigative, by reason of the fact that he is or was a \ndirector or executive officer, of the corporation, or is or was serving at \nthe request of the corporation as a director or executive officer of another \ncorporation, partnership, joint venture, trust or other enterprise, prior to \nthe final disposition of the proceeding, promptly following request therefor, \nall expenses incurred by any director or executive officer in connection with \nsuch proceeding upon receipt of an undertaking by or on behalf of such person \nto repay said amounts if it should be determined ultimately that such person \nis not entitled to be indemnified under this Bylaw or otherwise.\n\n       Notwithstanding the foregoing, unless otherwise determined pursuant to \nparagraph (d) of this Bylaw, no advance shall be made by the corporation to \nan executive officer of the corporation (except by reason of the fact that \nsuch executive officer is or was a director of the corporation in which event \nthis paragraph shall not apply) in any action, suit or proceeding, whether \ncivil, criminal, administrative or investigative, if a determination is \nreasonably and promptly made (i) by the Board of Directors by a majority vote \nof a quorum consisting of directors who were not parties to the proceeding, \nor (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of \ndisinterested directors so directs, by independent legal counsel in a written \nopinion, that the facts known to the decision-making party at the time such \ndetermination is made demonstrate clearly and convincingly that such person \nacted in bad faith or in a manner that such person did not believe to be in \nor not opposed to the best interests of the corporation.\n\n               (d)    ENFORCEMENT.  Without the necessity of entering into an \nexpress contract, all rights to indemnification and advances to directors and \nexecutive officers under this Bylaw shall be deemed to be contractual rights \nand be effective to the same extent and as if provided for in a contract \nbetween the corporation and the director or executive officer.  Any right to \nindemnification or advances granted by this Bylaw to a director or executive \nofficer shall be enforceable by or on behalf of the person holding such right \nin any court of competent jurisdiction if (i) the claim for indemnification \nor advances is denied, in whole or in part, or (ii) no disposition of such \nclaim is made within ninety (90) days of request therefor.  The claimant in \nsuch enforcement action, if successful in whole or in part, shall be entitled \nto be paid also the expense of prosecuting his claim.  In connection with any \nclaim for indemnification, the corporation shall be entitled to raise as a \ndefense to any such action that the claimant has not met the standards of \nconduct that make it permissible under the Delaware General Corporation Law \nor any other applicable law for the corporation to indemnify the claimant for \nthe amount claimed. In connection with any claim by an executive officer of \nthe corporation (except in any action, suit or proceeding, whether civil, \ncriminal, administrative or investigative, by reason of the fact that such \nexecutive officer is or was a director of the corporation) for advances, the \ncorporation shall be entitled to raise a defense as to any such action clear \nand convincing evidence that such \n\n\n                                      17.\n\n\n\nperson acted in bad faith or in a manner that such person did not believe to \nbe in or not opposed to the best interests of the corporation, or with \nrespect to any criminal action or proceeding that such person acted without \nreasonable cause to believe that his conduct was lawful. Neither the failure \nof the corporation (including its Board of Directors, independent legal \ncounsel or its stockholders) to have made a determination prior to the \ncommencement of such action that indemnification of the claimant is proper in \nthe circumstances because he has met the applicable standard of conduct set \nforth in the Delaware General Corporation Law or any other applicable law, \nnor an actual determination by the corporation (including its Board of \nDirectors, independent legal counsel or its stockholders) that the claimant \nhas not met such applicable standard of conduct, shall be a defense to the \naction or create a presumption that claimant has not met the applicable \nstandard of conduct. In any suit brought by a director or executive officer \nto enforce a right to indemnification or to an advancement of expenses \nhereunder, the burden of proving that the director or executive officer is \nnot entitled to be indemnified, or to such advancement of expenses, under \nthis Article XI or otherwise shall be on the corporation.\n\n               (e)    NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any \nperson by this Bylaw shall not be exclusive of any other right which such \nperson may have or hereafter acquire under any applicable statute, provision \nof the Certificate of Incorporation, Bylaws, agreement, vote of stockholders \nor disinterested directors or otherwise, both as to action in his official \ncapacity and as to action in another capacity while holding office.  The \ncorporation is specifically authorized to enter into individual contracts \nwith any or all of its directors, officers, employees or agents respecting \nindemnification and advances, to the fullest extent not prohibited by the \nDelaware General Corporation Law or any other applicable law.\n\n               (f)    SURVIVAL OF RIGHTS.  The rights conferred on any person \nby this Bylaw shall continue as to a person who has ceased to be a director, \nofficer, employee or other agent and shall inure to the benefit of the heirs, \nexecutors and administrators of such a person.\n\n               (g)    INSURANCE.  To the fullest extent permitted by the \nDelaware General Corporation Law or any other applicable law, the \ncorporation, upon approval by the Board of Directors, may purchase insurance \non behalf of any person required or permitted to be indemnified pursuant to \nthis Bylaw.\n\n               (h)    AMENDMENTS.  Any repeal or modification of this Bylaw \nshall only be prospective and shall not affect the rights under this Bylaw in \neffect at the time of the alleged occurrence of any action or omission to act \nthat is the cause of any proceeding against any agent of the corporation.\n\n               (i)    SAVING CLAUSE.  If this Bylaw or any portion hereof \nshall be invalidated on any ground by any court of competent jurisdiction, \nthen the corporation shall nevertheless indemnify each director and executive \nofficer to the full extent not prohibited by any applicable portion of this \nBylaw that shall not have been invalidated, or by any other applicable law. \nIf this Section 43 shall be invalid due to the application of the \nindemnification provisions of another jurisdiction, then the corporation \nshall indemnify each director and executive officer to the full extent under \nany other applicable law.\n\n\n                                      18.\n\n\n\n               (j)    CERTAIN DEFINITIONS.  For the purposes of this Bylaw, \nthe following definitions shall apply:\n\n                      (i)     The term 'proceeding' shall be broadly \nconstrued and shall include, without limitation, the investigation, \npreparation, prosecution, defense, settlement, arbitration and appeal of, and \nthe giving of testimony in, any threatened, pending or completed action, suit \nor proceeding, whether civil, criminal, administrative or investigative.\n\n                      (ii)    The term 'expenses' shall be broadly construed \nand shall include, without limitation, court costs, attorneys' fees, witness \nfees, fines, amounts paid in settlement or judgment and any other costs and \nexpenses of any nature or kind incurred in connection with any proceeding.\n\n                      (iii)   The term the 'corporation' shall include, in \naddition to the resulting corporation, any constituent corporation (including \nany constituent of a constituent) absorbed in a consolidation or merger \nwhich, if its separate existence had continued, would have had power and \nauthority to indemnify its directors, officers, and employees or agents, so \nthat any person who is or was a director, officer, employee or agent of such \nconstituent corporation, or is or was serving at the request of such \nconstituent corporation as a director, officer, employee or agent of another \ncorporation, partnership, joint venture, trust or other enterprise, shall \nstand in the same position under the provisions of this Bylaw with respect to \nthe resulting or surviving corporation as he would have with respect to such \nconstituent corporation if its separate existence had continued. \n\n                      (iv)    References to a 'director,' 'executive \nofficer,' 'officer,' 'employee,' or 'agent' of the corporation shall include, \nwithout limitation, situations where such person is serving at the request of \nthe corporation as, respectively, a director, executive officer, officer, \nemployee, trustee or agent of another corporation, partnership, joint \nventure, trust or other enterprise.\n\n                      (v)     References to 'other enterprises' shall include \nemployee benefit plans; references to 'fines' shall include any excise taxes \nassessed on a person with respect to an employee benefit plan; and references \nto 'serving at the request of the corporation' shall include any service as a \ndirector, officer, employee or agent of the corporation which imposes duties \non, or involves services by, such director, officer, employee, or agent with \nrespect to an employee benefit plan, its participants, or beneficiaries; and \na person who acted in good faith and in a manner he reasonably believed to be \nin the interest of the participants and beneficiaries of an employee benefit \nplan shall be deemed to have acted in a manner 'not opposed to the best \ninterests of the corporation' as referred to in this Bylaw.\n\n                                     ARTICLE XII\n\n                                       NOTICES\n\n       SECTION 44.    NOTICES.\n\n               (a)    NOTICE TO STOCKHOLDERS.  Whenever, under any provisions \nof these Bylaws, notice is required to be given to any stockholder, it shall \nbe given in writing, timely and \n\n\n                                      19.\n\n\n\nduly deposited in the United States mail, postage prepaid, and addressed to \nhis last known post office address as shown by the stock record of the \ncorporation or its transfer agent.  \n\n               (b)    NOTICE TO DIRECTORS.  Any notice required to be given \nto any director may be given by the method stated in subsection (a), or by \novernight delivery service, facsimile, telex or telegram, except that such \nnotice other than one which is delivered personally shall be sent to such \naddress as such director shall have filed in writing with the Secretary, or, \nin the absence of such filing, to the last known post office address of such \ndirector.\n\n               (c)    AFFIDAVIT OF MAILING.  An affidavit of mailing, \nexecuted by a duly authorized and competent employee of the corporation or \nits transfer agent appointed with respect to the class of stock affected, \nspecifying the name and address or the names and addresses of the stockholder \nor stockholders, or director or directors, to whom any such notice or notices \nwas or were given, and the time and method of giving the same, shall in the \nabsence of fraud, be prima facie evidence of the facts therein contained.  \n\n               (d)    TIME NOTICES DEEMED GIVEN.  All notices given by mail \nor by overnight delivery service, as above provided, shall be deemed to have \nbeen given as at the time of mailing, and all notices given by facsimile, \ntelex or telegram shall be deemed to have been given as of the sending time \nrecorded at time of transmission.\n\n               (e)    METHODS OF NOTICE.  It shall not be necessary that the \nsame method of giving notice be employed in respect of all directors, but one \npermissible method may be employed in respect of any one or more, and any \nother permissible method or methods may be employed in respect of any other \nor others.\n\n               (f)    FAILURE TO RECEIVE NOTICE.  The period or limitation of \ntime within which any stockholder may exercise any option or right, or enjoy \nany privilege or benefit, or be required to act, or within which any director \nmay exercise any power or right, or enjoy any privilege, pursuant to any \nnotice sent him in the manner above provided, shall not be affected or \nextended in any manner by the failure of such stockholder or such director to \nreceive such notice.\n\n               (g)    NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL. \nWhenever notice is required to be given, under any provision of law or of the \nCertificate of Incorporation or Bylaws of the corporation, to any person with \nwhom communication is unlawful, the giving of such notice to such person \nshall not be required and there shall be no duty to apply to any governmental \nauthority or agency for a license or permit to give such notice to such \nperson. Any action or meeting which shall be taken or held without notice to \nany such person with whom communication is unlawful shall have the same force \nand effect as if such notice had been duly given.  In the event that the \naction taken by the corporation is such as to require the filing of a \ncertificate under any provision of the Delaware General Corporation Law, the \ncertificate shall state, if such is the fact and if notice is required, that \nnotice was given to all persons entitled to receive notice except such \npersons with whom communication is unlawful.\n\n               (h)    NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS. Whenever \nnotice is required to be given, under any provision of law or the Certificate \nof Incorporation or Bylaws of the corporation, to any stockholder to whom (i) \nnotice of two consecutive annual meetings, and \n\n\n                                      20.\n\n\n\nall notices of meetings or of the taking of action by written consent without \na meeting to such person during the period between such two consecutive \nannual meetings, or (ii) all, and at least two, payments (if sent by first \nclass mail) of dividends or interest on securities during a twelve-month \nperiod, have been mailed addressed to such person at his address as shown on \nthe records of the corporation and have been returned undeliverable, the \ngiving of such notice to such person shall not be required.  Any action or \nmeeting which shall be taken or held without notice to such person shall have \nthe same force and effect as if such notice had been duly given.  If any such \nperson shall deliver to the corporation a written notice setting forth his \nthen current address, the requirement that notice be given to such person \nshall be reinstated.  In the event that the action taken by the corporation \nis such as to require the filing of a certificate under any provision of the \nDelaware General Corporation Law, the certificate need not state that notice \nwas not given to persons to whom notice was not required to be given pursuant \nto this paragraph.  \n\n                                     ARTICLE XIII\n\n                                      AMENDMENTS\n\n       SECTION 45.    AMENDMENTS.  Subject to paragraph (h) of Section 43 of \nthe Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the \naffirmative vote of at least sixty-six and two-thirds percent (66-2\/3%) of \nthe voting power of all of the then-outstanding shares of the voting stock of \nthe corporation entitled to vote.  The Board of Directors shall also have the \npower to adopt, amend, or repeal the Bylaws.\n\n                                     ARTICLE XIV\n\n                                  LOANS TO OFFICERS\n\n       SECTION 46.    LOANS TO OFFICERS.  The corporation may lend money to, \nor guarantee any obligation of, or otherwise assist any officer or other \nemployee of the corporation or of its subsidiaries, including any officer or \nemployee who is a director of the corporation or its subsidiaries, whenever, \nin the judgment of the Board of Directors, such loan, guarantee or assistance \nmay reasonably be expected to benefit the corporation.  The loan, guarantee \nor other assistance may be with or without interest and may be unsecured, or \nsecured in such manner as the Board of Directors shall approve, including, \nwithout limitation, a pledge of shares of stock of the corporation.  Nothing \nin these Bylaws shall be deemed to deny, limit or restrict the powers of \nguaranty or warranty of the corporation at common law or under any statute.\n\n\n                                      21.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7639],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9573,9574],"class_list":["post-41521","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gilead-sciences-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41521","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41521"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41521"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41521"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41521"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}