BYLAWS

                                       OF

                         BIOSANTE PHARMACEUTICALS, INC.

                             A DELAWARE CORPORATION

                               (the "Corporation")



                                   ARTICLE I.

                                     OFFICES



         SECTION 1. REGISTERED OFFICE. The registered office of the Corporation

shall be in the City of Wilmington, County of New Castle, State of Delaware.



         SECTION 2. OTHER OFFICES. The Corporation may also have offices at such

other places both within and without the State of Delaware as the Board of

Directors may from time to time determine.



                                   ARTICLE II.

                            MEETINGS OF STOCKHOLDERS



         SECTION 1. PLACE OF MEETINGS. Meetings of the stockholders for the

election of directors or for any other purpose shall be held at such time and

place, either within or without the State of Delaware as shall be designated

from time to time by the Board of Directors and stated in the notice of the

meeting or in a duly executed waiver of notice thereof.



         SECTION 2. ANNUAL MEETINGS. The annual meetings of stockholders shall

be held on such date and at such time as shall be designated from time to time

by the Board of Directors and stated in the notice of the meeting, at which

meetings the stockholders shall elect by a plurality vote a Board of Directors,

and transact such other business as may properly be brought before the meeting.



         SECTION 3. SPECIAL MEETINGS. Unless otherwise prescribed by law or by

the Certificate of Incorporation, special meetings of stockholders, for any

purpose or purposes, may be called by either (i) the Chairman, if there be one,

(ii) the President and Chief Executive Officer, (iii) the Chief Financial

Officer, or (iv) the Board of Directors. Such request shall state the purpose or

purposes of the proposed meeting. At a special meeting no business shall be

transacted and no corporate action shall be taken other than that stated in the

notice of the meeting.



         SECTION 4. NOTICE. Written or printed notice of every annual or special

meeting of the stockholders, stating the place, date, time, and, in the case of

special meetings, the purpose or purposes, of such meeting, shall be given to

each stockholder entitled to vote at such meeting not less than ten (10), nor

more than sixty (60), days before the date of the meeting.



         SECTION 5. QUORUM AND ADJOURNMENT. Except as otherwise provided by law

or by the Certificate of Incorporation, the holders of a majority of the capital

stock issued and outstanding and entitled to vote thereat, present in person or

represented by proxy, shall constitute a quorum at all meetings of the

stockholders for the transaction of business. If,





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however, such quorum shall not be present or represented at any meeting of the

stockholders, the stockholders entitled to vote thereat, present in person or

represented by proxy, shall have power to adjourn the meeting from time to time,

without notice other than announcement at the meeting, until a quorum shall be

present or represented. At such adjourned meeting at which a quorum shall be

present or represented, any business may be transacted which might have been

transacted at the meeting as originally noticed.



         SECTION 6. VOTING. Unless otherwise required by law, the Certificate of

Incorporation or these Bylaws, any question brought before any meeting of

stockholders shall be decided by the vote of the holders of a majority of the

stock represented and entitled to vote. Each stockholder represented at a

meeting of stockholders shall be entitled to cast one (1) vote for each share of

the capital stock entitled to vote held by such stockholder, except as provided

in the Certificate of Incorporation or a resolution of the Board of Directors

fixing rights and preferences of a class or series established by the Board of

Directors. Such votes may be cast in person or by proxy but no proxy shall be

voted on or after three (3) years from its date, unless such proxy provides for

a longer period. The Board of Directors, in its discretion, or the officer of

the Corporation presiding at a meeting of stockholders, in his or her

discretion, may require that any votes cast at such meeting shall be cast by

written ballot.



         SECTION 7. RECORD DATE OF STOCKHOLDERS. The Board of Directors is

authorized to fix in advance a date not exceeding sixty (60) days nor less than

ten (10) days preceding the date of any meeting of stockholders, or the date for

the payment of any dividend, or the date for the allotment of rights, or the

date when any change or conversion or exchange of capital stock shall go into

effect, or a date in connection with obtaining the consent of stockholders for

any purposes, as a record date for the determination of the stockholders

entitled to notice of, and to vote at, any such meeting, and any adjournment

thereof, or entitled to receive payment of any such dividend, or to any such

allotment of rights, or to exercise the rights in respect of any such change,

conversion or exchange of capital stock, or to give such consent, and, in such

case, such stockholders and only such stockholders as shall be stockholders of

record on the date so fixed shall be entitled to such notice of, and to vote at,

such meeting, and any adjournment thereof, or to receive payment of such

dividend, or to receive such allotment of rights, or to exercise such rights, or

to give such consent, as the case may be, notwithstanding any transfer of any

stock on the books of the Corporation, after such record date fixed as

aforesaid.



         SECTION 8. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise

provided in the Certificate of Incorporation, any action required or permitted

to be taken at any Annual or Special Meeting of Stockholders of the Corporation,

may be taken without a meeting, without prior notice and without a vote, if a

consent in writing, setting forth the action so taken, shall be signed by the

holders of outstanding stock having not less than the minimum number of votes

that would be necessary to authorize or take such action at a meeting at which

all shares entitled to vote thereon were present and voted. Prompt notice of the

taking of the corporate action without a meeting by less than unanimous written

consent shall be given to those stockholders who have not consented in writing.



         SECTION 9. VOTING LIST. The officer of the Corporation who has charge

of the stock ledger of the Corporation shall prepare and make, at least ten (10)

days before every meeting of



                                       2

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stockholders, a complete list of the stockholders entitled to vote at the

meeting, arranged in alphabetical order, and showing the address of each

stockholder and the number of shares registered in the name of each stockholder.

Such list shall be open to the examination of any stockholder, for any purpose

germane to the meeting, during ordinary business hours, for a period of at least

ten (10) days prior to the meeting, either at a place within the city where the

meeting is to be held, which place shall be specified in the notice of the

meeting, or, if not so specified, at the place where the meeting is to be held.

The list shall also be produced and kept at the time and place of the meeting

during the whole time thereof, and may be inspected by any stockholder of the

Corporation who is present.



         SECTION 10. STOCK LEDGER. The stock ledger of the Corporation shall be

the only evidence as to who are the stockholders entitled to examine the stock

ledger, the list required by Section 10 of this Article II or the books of the

Corporation, or to vote in person or by proxy at any meeting of stockholders.



         SECTION 11. CONDUCT OF MEETINGS. The Chairman, or, if there be no

Chairman or in his or her absence, the Vice Chairman or any other officer

designated by the Board of Directors or the Chairman, shall preside at all

regular or special meetings of stockholders. To the maximum extent permitted by

law, such presiding person shall have the power to set procedural rules,

including but not limited to rules respecting the time allotted to stockholders

to speak, governing all aspects of the conduct of such meetings.



         SECTION 12.       BUSINESS TO BE CONDUCTED.



                  (a) At any annual meeting of stockholders, only such business

         shall be conducted, and only such proposals shall be acted on, as are

         properly brought before the meeting. In order for business to be

         properly brought before the meeting, the business must be either (1)

         specified in the notice of meeting (or any supplement thereto) given by

         or at the direction of the Board of Directors, (2) otherwise properly

         brought before the meeting by or at the direction of the Board of

         Directors, or (3) otherwise properly brought before the meeting by a

         stockholder who is entitled to vote at the meeting and who complies

         with the notice procedure set forth in this Section 12. In addition to

         any other applicable requirements, for business to be properly brought

         before an annual meeting by a stockholder, the stockholder must have

         given timely notice thereof in writing to the Secretary of the

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