AMENDED AND RESTATED BYLAWS OF
BIOANALYTICAL SYSTEMS, INC.
(Including Amendments through May 9, 2007)
Records Pertaining To Share Ownership
Recognition of Shareholders. Bioanalytical Systems, Inc. (the "Corporation") is entitled to
recognize a person registered on its books as the owner of shares of the Corporation as having the exclusive right
to receive dividends and to vote those shares, notwithstanding any other person's equitable or other claim to, or
interest in, those shares.
Transfer of Shares. Shares are transferable only on the books of the Corporation, subject to
any transfer restrictions imposed by the Articles of Incorporation, these Bylaws, or an agreement among
shareholders and the Corporation. The Board may make such rules and regulations as it may deem expedient,
not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the
stock of the Corporation. Shares may be so transferred either (a) upon presentation of the certificate representing
the shares, endorsed by the appropriate person or persons, and accompanied by (i) reasonable assurance that
those endorsements are genuine and effective, and (ii) a request to register the transfer; or (b) in any manner
described in any rule or regulation promulgated by the Board under this Section 1.2. Transfers of shares are
otherwise subject to the provisions of the Indiana Business Corporation Law (the "Act"), Article 8 of the Indiana
Uniform Commercial Code and federal securities laws.
Certificates. Each shareholder is entitled to a certificate signed (manually or in facsimile) by
the President or a Vice President and the Secretary or an Assistant Secretary, setting forth (a) the name of the
Corporation and that it was organized under Indiana law, (b) the name of the person to whom issued, (c) the
number, class, and series of shares represented, and (d) a conspicuous statement that the Cor