SECOND AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                           BARRIER THERAPEUTICS, INC.



              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE



                         Adopted as of ________ __, 200_



                                    ARTICLE I

                               OFFICES AND RECORDS



         1.1 Registered Office. The registered office of the corporation in the

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

Castle, and the name and address of its registered agent is The Corporation

Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington,

Delaware.



         1.2 Other Offices. The corporation may have such other offices, either

within or without the State of Delaware, as the Board of Directors may designate

or as the business of the corporation may from time to time require.



         1.3 Books and Records. The books and records of the corporation may be

kept at the corporation's headquarters in Princeton, New Jersey, or at such

other locations within or outside the State of Delaware as may from time to time

be designated by the Board of Directors.



                                   ARTICLE II

                                  STOCKHOLDERS



         2.1 Place of Meetings. All meetings of stockholders shall be held at

such place as may be designated from time to time by the Board of Directors, the

Chairman of the Board or the Chief Executive Officer or, if not so designated,

at the principal office of the corporation.



         2.2 Annual Meeting. 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 a date and at a time designated by

the Board of Directors, the Chairman of the Board or the Chief Executive Officer

(which date shall not be a legal holiday in the place where the meeting is to be

held). 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 same effect as if it had been taken

at the annual meeting, and in such case all references in these Bylaws to



{PAGE}



the annual meeting of the stockholders shall be deemed to refer to such special

meeting.



         2.3 Special Meetings. Special meetings of stockholders for any purpose

or purposes may be called at any time by the Board of Directors, the Chairman of

the Board or the Chief Executive Officer, but such special meetings may not be

called by any other person or persons. Business transacted at any special

meeting of stockholders shall be limited to matters relating to the purpose or

purposes stated in the notice of meeting.



         2.4 Notice of Meetings. Except as otherwise provided by law, notice of

each meeting of stockholders, whether annual or special, shall be given not less

than 10 nor more than 60 days before the date of the meeting to each stockholder

entitled to vote at such meeting. Without limiting the manner by which notice

otherwise may be given to stockholders, any notice shall be effective if given

by a form of electronic transmission consented to (in a manner consistent with

the General Corporation Law of the State of Delaware) by the stockholder to whom

the notice is given. The notices of all meetings shall state the place, date and

time of the meeting and the means of remote communications, if any, by which

stockholders and proxyholders may be deemed to be present in person and vote at

such meeting. The notice of a special meeting shall state, in addition, the

purpose or purposes for which the meeting is called. If notice is given by mail,

such notice shall be deemed given when deposited in the United States mail,

postage prepaid, directed to the stockholder at such stockholder's address as it

appears on the records of the corporation. If notice is given by electronic

transmission, such notice shall be deemed given at the time specified in Section

232 of the General Corporation Law of the State of Delaware.



         2.5 Notice by Electronic Transmission. Without limiting the manner by

which notice otherwise may be given effectively to stockholders pursuant to the

General Corporation Law of the State of Delaware, the Certificate of

Incorporation or these Bylaws, any notice to stockholders given by the

corporation under any provision of the General Corporation Law of the State of

Delaware, the Certificate of Incorporation or these Bylaws shall be effective if

given by a form of electronic transmission consented to by the stockholder to

whom the notice is given. Any such consent shall be revocable by the stockholder

by written notice to the corporation. Any such consent shall be deemed revoked

if: (i) the corporation is unable to deliver by electronic transmission two

consecutive notices given by the corporation in accordance with such consent;

and (ii) such inability becomes known to the Secretary or an Assistant Secretary

of the corporation or to the transfer agent, or other person responsible for the

giving of notice. However, the inadvertent failure to treat such inability as a

revocation shall not invalidate any meeting or other action. Any notice given

pursuant to the preceding paragraph shall be deemed given: (i) if by facsimile

telecommunication, when directed to a number at which the stockholder has

consented to receive notice; (ii) if by electronic mail, when directed to an

electronic mail address at which the stockholder has consented to receive

notice; (iii) if by a posting on an electronic network together with separate

notice to the stockholder of such specific posting, upon the later of (A) such

posting and (B) the giving of such separate notice; and (iv) if by any other

form of electronic transmission, when directed to the stockholder. An affidavit

of the Secretary or an Assistant Secretary or of the transfer agent or other

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