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Subject to the provisions of these Bylaws and to the direction of the Board of Directors and Chief Executive Officer, the President shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of President or which are delegated to him by the Board of Directors. The rights to indemnification and the advancement of expenses conferred above shall be contract rights. To the fullest extent permitted by the Delaware Law, the indemnification provided herein shall include expenses as incurred including attorneys’ fees , judgments, fines and amounts paid in settlement and any such expenses shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the person seeking indemnification to repay such amounts if it is ultimately determined that he or she is not entitled to be indemnified. Ectopic pituitary tumors are a rare entity of pituitary tumors with a presentation that can mimic those of other skull base tumors. If in any case involving the determination of stockholders for any purpose other than notice of or voting at a meeting of stockholders the Board shall not fix such a record date, then the record date for determining stockholders for such purpose shall be the close of business on the day on which the Board shall adopt the resolution relating thereto.

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The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one 1 or more of the directors of the Corporation. The Chairman of the Board, when present, shall preside at all meetings of the Board and all meetings of stockholders.

C to change the location of the registered office of the Corporation in Section 1. The most common locations of pdl pituitary tumors were the sphenoid sinus, clivus, suprasellar space, nasopharynx, and cavernous sinus. Notwithstanding any other provision of these Bylaws, each transaction, or, if an individual transaction constitutes a part of a series of transactions, each series of transactions, proposed to be entered into between the Corporation, on the one hand, and any affiliate of the Corporation, on the other hand, must be approved by the Board.

Except as otherwise provided in these Bylaws, the Certificate of Incorporation or by applicable law, the presence of a majority of the authorized number of directors shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present.

A special meeting of the stockholders for the transaction of any proper business may be called at any time exclusively by the Board or the Chairman. Whenever notice is required to be given by these Bylaws or the Certificate of Incorporation or by law, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice.

The Chief Financial Officer, subject to the order of the Board, shall have the custody of all funds and securities of the Corporation. In the absence of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present.

The Corporation shall indemnify, in the manner and to the fullest extent permitted by the Delaware Law but in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior theretoany person or the estate of any person who is or was a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and 45678 civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust ;rl other enterprise.

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Directors need not be stockholders. The election of directors is subject to any provision contained in the Certificate of Incorporation relating pel, including any provision regarding the rights of holders of preferred stock to elect directors. The inspector s of election need not be stockholders of the Corporation, and any officer of the Corporation may be an inspector s of election on any question other than a vote for or against a proposal in which such officer shall have a material interest.

In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of prp hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, pel burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.

Any or all of the signatures on the certificates may be a facsimile.

prl 45768

B The Secretary shall keep, or cause to be kept, at the principal office of the Corporation or such other place as the Board may order, a book of minutes of all meetings of directors and stockholders, with the time and place of holding, whether regular or special, and if special, how authorized and the notice thereof given, the names of those present at meetings of directors, the number of shares present or represented at meetings of stockholders, and the proceedings thereof.

Such authority may be general or confined to specific instances, and unless so authorized by the Board or by these Bylaws, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

Except as otherwise provided herein, by law, or in the Certificate of Incorporation, these Bylaws or any of them may be altered, amended, repealed or rescinded and new Bylaws may be adopted by the Board or by the stockholders at any annual or special meeting of stockholders, provided that notice of such proposed alteration, amendment, repeal, recession or adoption is given in the notice of such meeting of stockholders.

The President shall have the power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision and direction of all the other officers, employees and agents of the corporation.

Except where otherwise required by law or by these Bylaws, notice of the purpose of a special meeting need not be given. Annual meetings of stockholders of the Corporation for the purpose of electing directors and for the transaction of such other business as may properly come before such meetings may be held at such time and place and on such date as the Board shall determine by resolution.

E to borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust and securities therefor; and. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board or the Chief Executive Officer shall designate from time to time.

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Prior to each meeting of stockholders, the Chairman of such meeting shall appoint an inspector s of election to act with respect to any vote. Reports of inspector s of election shall be in writing and subscribed and delivered by them to the Secretary of the Corporation.

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Ectopic pituitary tumors may be part of a spectrum of presenting pathologies. Subject to the provisions of these Bylaws and to the direction of the Board of Directors and Chief Executive Officer, the President shall have pr, responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and 4568 all powers which are commonly incident to the office of President or which are delegated to him by the Board of Directors.

Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation the pledgor shall have expressly empowered the pledgee ;rl vote thereon, in which case only the pledgee, or the pledgee’s proxy, may represent such stock and vote thereon.

prl 45768

At any such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called. Whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact shall be so expressed in the entry of transfer if, when the certificate or certificates shall be presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

In the absence or disability of the Chairman of the Board, the Chief Executive Officer and the President, the Vice Presidents in order of their rank as fixed by the Board, or if not ranked, the Vice President designated by the Board, shall perform all of the duties of the Chairman of the Board, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairman of the Board. The Board shall adopt a corporate seal, which shall be in the form set forth in a resolution approved by the Board.

The directors shall be elected by the stockholders of the Corporation, and at each election, the persons receiving the greater number of votes, up to the number of directors then to be elected, shall be the persons then elected. It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them. The officers of the Corporation shall be a Chief Executive Officer, a President, one or more Vice Presidents the number thereof and their respective titles to be determined by the Boarda Secretary, a Chief Financial Officer, and such other officers as may be appointed at the discretion of the Board in accordance with the provisions of Section 4.