AMENDED AND RESTATED BYLAWS
NAPRO BIOTHERAPEUTICS, INC.
(hereinafter called the "Corporation")
Offices and Agent
Section 1. Principal Office. The principal office of the Corporation may be located within or without the State of
Delaware, as designated by the board of directors. The Corporation may have other offices and places of
business at such places within or without the State of Delaware as shall be determined by the directors.
Section 2. Registered Office and Agent. The Corporation shall have and maintain at all times (a) a registered
office in the State of Delaware, which office shall be located at 1209 Orange Street, Wilmington, Delaware
(b) a registered agent located at such address whose name is The Corporation Trust Company, until changed
from time to time as provided by the General Corporation Law of the State of Delaware ("Delaware Corporation
Meetings of Stockholders
Section 1. Place of Meetings. All meetings of stockholders of the Corporation shall be held within or without the
State of Delaware as may be designated by the board of directors or the president, or, if not designated, at the
registered office of the Corporation.
Section 2. Annual Meetings. The annual meeting of stockholders for the election of directors and for the
transaction of such other business as may properly be brought before the meeting shall be held on such date and
at such time as determined by resolution of the Board of directors. If, at the place of the meeting, this date shall
fall upon a legal holiday, then such meeting shall be held on the next succeeding business day at the same hour. If
no annual meeting is held in accordance with the foregoing provisions, the board of directors shall cause the
meeting to be held as soon thereafter as convenient. If no annual meeting is held in accordance with the foregoing
provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special
meeting shall have the