UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported)
                                November 17, 2008

                           HEMISPHERX BIOPHARMA, INC.
             (Exact name of registrant as specified in its charter)

                           Delaware 0-27072 52-0845822
               (state or other juris- (Commission (I.R.S. Employer
           diction of incorporation) File Number) (Identification No.)

              1617 JFK Boulevard, Philadelphia, Pennsylvania 19103
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (215) 988-0080

          _____________________________________________________________
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities
    Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
    Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))








Section 5 - Corporate Governance and Management
-----------------------------------------------

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
          Fiscal Year.

On November  17,  2007,  our Board of  Directors  approved an  amendment  to our
Restated and Amended (the "Bylaws") solely to reduce the quorum required for our
adjourned 2008 annual meeting of stockholders from a majority to 44%. The quorum
requirement  was not otherwise  changed.  Please see the discussion in Item 8.01
below.

The  foregoing  description  is  qualified  in its  entirety by reference to the
amendment approved by the Board as contained in the Restated and Amended Bylaws,
a copy of which is attached and incorporated  herein as Exhibit 3.1 to this Form
8-K.

Section 8 - Other Events
Item 8.01 Other Events.

On October 17, 2008, we further  adjourned our annual  stockholders'  meeting to
Tuesday,  November 11, 2008 at 10:00 a.m. at the Crown Plaza Hotel,  1800 Market
Street,  Philadelphia  Pennsylvania 19103. The meeting was adjourned because the
required  quorum of a majority  of the shares  eligible  to vote at the  meeting
again was not present at the  meeting.  Although  we and our proxy  solicitation
agent,  MacKenzie  Partners,  Inc.,  worked  diligently  to obtain the  required
majority  quorum,  we were unable to obtain a quorum.  As noted above, to assure
that the  meeting  can be held,  our Board of  Directors  amended our By-Laws to
reduce the quorum for the meeting  from a majority to 44% in voting power of the
outstanding shares of stock entitled to vote at the meeting.  The reduced quorum
relates  solely to the 2008 Annual  Stockholders'  Meeting.  We will continue to
solicit  proxies in an attempt  to receive  votes from a majority  of the shares
eligible to vote at the meeting.

For more  information,  please see the October 17, 2008 press  released filed as
exhibit 99.1 to this report.

Item 9.01.        Financial Statements and Exhibits.

              (c) Exhibits:

                 3.1           Amended and Restated Bylaws.
                 99.1          Press Release dated November 17, 2008









                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                      HEMISPHERX BIOPHARMA, INC.


November 20, 2008                 By: /s/ William A. Carter
                                      --------------------------
                                      William A. Carter M.D.,
                                      Chief Executive Officer








                                                             Exhibit 3.1
                           RESTATED AND AMENDED BYLAWS
                                       of
                             HEMISPHERX BIOPHARMA, INC.
                               (November 17, 2008)

                                   ARTICLE I.
                            MEETINGS OF STOCKHOLDERS.

         Section 1.1. Annual Meeting.  The annual meeting of stockholders  shall
be held at such date,  time and  place,  either  within or without  the State of
Delaware, as may be designated by resolution of the Board of Directors from time
to time.  At the  annual  meeting,  directors  shall be  elected  and such other
business transacted as shall have been properly brought before the meeting.

         Section 1.2. Special Meeting.  Special meetings of stockholders for any
purpose or purposes may be called by the Chairman of the Board, the President, a
majority of the Board of Directors,  or a majority of the  Executive  Committee,
and  shall be called by the  Secretary  upon the  request,  in  writing,  of the
stockholders owning a majority of the shares of capital stock of the Corporation
issued and  outstanding  and  entitled to vote at such  meeting.  A  stockholder
request  for a special  meeting  shall be  signed,  dated and  delivered  to the
Secretary,  shall state the purpose of the proposed  meeting,  and shall provide
the information required by Section 1.4(c) hereof. The Board of Directors or, in
the  absence of action by the Board of  Directors,  the  Chairman  of the Board,
shall have the sole power to determine the date,  time and place for any special
meeting  of  stockholders  and to set a  record  date for the  determination  of
stockholders  entitled to vote at such meeting  pursuant to Section 1.11 hereof.
Following  such  determination,  it shall be the duty of the  Secretary to cause
notice to be given to the stockholders  entitled to vote at such meeting, in the
manner  set forth in  Section  1.3  hereof,  that a meeting  will be held at the
place,  time and date and in accordance  with the record date  determined by the
Board of Directors or the Chairman of the Board. The stockholders requesting the
special meeting shall not have the power to give notice of the meeting.

         Section 1.3. Notice of Meetings.  Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given that shall state the place,  date and hour of the  meeting  and, in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.  Unless  otherwise  provided by law, the Certificate of Incorporation or
these  By-laws,  the written  notice of any meeting shall be given not less than
ten (10) nor more than  sixty (60) days  before the date of the  meeting to each
stockholder  entitled to vote at such meeting.  If mailed,  such notice shall be
deemed given when deposited in the United States mail, postage prepaid, directed
to  the  stockholder  at  his  address  as it  appears  on  the  records  of the
Corporation.

         Section 1.4. Advance Notice Requirements for Stockholder Proposals. The
following  procedures  shall  govern all cases in which a  stockholder  seeks to
propose  business to be  addressed at a meeting of  stockholders  or to nominate
persons to stand for election as directors of the  Corporation  (a  "Stockholder
Proposal").  No business shall be transacted at a meeting of stockholders except
in accordance with the following  procedures.  Only persons who are nominated in
accordance  with the  following  procedures  shall be eligible  for  election as
directors of the Corporation.  Notwithstanding  any language in these by-laws to
the contrary,  this section shall not apply to any right of holders of preferred
shares of the Corporation to nominate and elect a specified  number of directors
in certain  circumstances  to the extent  such  procedures  are set forth in the
Certificate of Incorporation.

         (a)      Annual Meetings of Stockholders.

                  (1) A  Stockholder  Proposal  may be brought  before an annual
meeting of stockholders only (i) pursuant to the Corporation's notice of meeting
delivered pursuant to Section 1.3 hereof (or any supplement thereto), (ii) by or
at the  direction of the Board of Directors  (or any duly  authorized  committee
thereof)  or the  Chairman  of the  Board  or (iii)  by any  stockholder  of the
Corporation  who was a stockholder of record of the  Corporation at the time the
notice  provided for in this  Section 1.4 is  delivered to the  Secretary of the
Corporation,  who is entitled to vote at the meeting and who  complies  with the
notice  procedures set forth in subparagraphs  (2) and (3) of this paragraph (a)
in this Section 1.4.

                  (2) For a Stockholder  Proposal to be properly  brought before
an annual meeting by a stockholder  pursuant to clause (iii) of paragraph (a)(1)
of this Section 1.4, the  stockholder  must have given timely notice  thereof in
writing to the Secretary of the  Corporation  and the subject of the Stockholder
Proposal must otherwise be a proper matter for stockholder  action as determined
by the Board of Directors. The stockholder's notice shall contain, at a minimum,
the  information  set forth in Section  1.4(c).  To be timely,  a  stockholder's
notice , for all  Stockholder  Proposals other than the nomination of candidates
for director,  shall be delivered to the  Secretary at the  principal  executive
offices of the  Corporation  not less than sixty (60) nor more than  ninety (90)
days prior to the anniversary  date of the immediately  preceding annual meeting
of stockholders; provided, however, that in the event that the annual meeting is
called  for a date that is not  within  thirty  (30) days  before or after  such
anniversary  date,  the  stockholder's  notice in order to be timely  must be so
received not later than the close of business on the tenth (10th) day  following
the day on which  such  notice of the date of the annual  meeting  was mailed or
public  disclosure of the date of the annual meeting was made,  whichever  first
occurs.  To be timely,  a  stockholder's  notice , with respect to a Stockholder
Proposal for  nomination of candidates  for director,  shall be delivered to the
Secretary at the principal  executive  offices of the  Corporation not less than
ninety (90) nor more than one hundred twenty (120) days prior to the anniversary
date of the  immediately  preceding  annual meeting of  stockholders;  provided,
however,  that in the event that the annual meeting is called for a date that is
not  within  thirty  (30)  days  before  or after  such  anniversary  date,  the
stockholder's  notice in order to be timely must be so  received  not later than
the close of business on the tenth  (10th) day  following  the day on which such
notice of the date of the annual meeting was mailed or public  disclosure of the
date of the annual meeting was made,  whichever first occurs.  In no event shall
the public  announcement  of an adjournment or postponement of an annual meeting
of  stockholders  commence a new time period (or extend any time period) for the
giving of a stockholder's notice as described above.

                  (3)  Notwithstanding  anything  in  paragraph  (a)(2)  of this
Section 1.4 to the contrary,  in the event that the Stockholder Proposal relates
to the  nomination of candidates  for director and the number of directors to be
elected to the Board of Directors  of the  Corporation  at an annual  meeting is
increased and there is no public  announcement by the Corporation  naming all of
the nominees  for  director or  specifying  the size of the  increased  Board of
Directors  at least  one  hundred  days  prior to the first  anniversary  of the
preceding year's annual meeting, a stockholder's notice required by this Section
1.4 shall also be considered  timely,  but only with respect to nominees for any
new  positions  created  by such  increase,  if it  shall  be  delivered  to the
Secretary at the principal  executive  offices of the Corporation not later than
the close of  business on the tenth day  following  the day on which such public
announcement is first made by the Corporation.

         (b)  Special  Meetings of  Stockholders.  Only such  business  shall be
conducted at a special  meeting of  stockholders as shall have been described in
the Corporation's notice of meeting given pursuant to Section 1.3 hereof. To the
extent such business includes the election of directors,  a Stockholder Proposal
nominating  persons to stand for election as directors  may be made at a special
meeting  of  stockholders  only  (i) by or at the  direction  of  the  Board  of
Directors  (or any duly  authorized  committee  thereof) or the  Chairman of the
Board,  or (ii) by any  stockholder of the  Corporation  who is a stockholder of
record at the time the notice  provided for in this Section  1.4(b) is delivered
to the  Secretary  of the  Corporation,  who is  entitled to vote at the special
meeting  and  who  gives  timely  notice  in  writing  by the  Secretary  of the
Corporation.   The  stockholder's  notice  shall  contain,  at  a  minimum,  the
information set forth in Section 1.4(c).  To be timely,  a stockholder's  notice
shall be delivered to the  Secretary at the principal  executive  offices of the
Corporation  not later than the close of business on the tenth day following the
day on  which  public  announcement  is first  made of the  date of the  special
meeting and of the nominees  proposed by the Board of Directors to be elected at
such meeting.  In no event shall the public  announcement  of an  adjournment or
postponement of a special meeting commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above.

         (c) Contents of Stockholder's Notice. Any stockholder's notice required
by this  Section  1.4  shall  set forth  the  following  information:  As to the
stockholder  giving the notice and the beneficial owner, if any, on whose behalf
the Stockholder  Proposal is made, the stockholder's  notice shall set forth (i)
the name and address of such  stockholder and of such beneficial  owner, as they
appear  on the  Corporation's  books,  (ii) the  class  and  number of shares of
capital stock of the Corporation  which are owned  beneficially and of record by
such stockholder and such beneficial owner and (iii) a representation  that such
stockholder intends to appear in person or by proxy at the stockholder  meeting.
For any  Stockholder  Proposal  that  seeks to  nominate  persons  to stand  for
election as directors of the Corporation,  the  stockholder's  notice also shall
include (i) a description of all  arrangements  or  understandings  between such
stockholder and each proposed nominee and any other person or persons (including
their  names)  pursuant  to  which  the  nomination(s)  are to be  made,  (ii) a
representation whether the stockholders or the beneficial owners, if any, intend
or are part of a group  which  intends to (1) deliver a proxy  statement  and/or
form of proxy  to  holders  of at  least  the  percentage  of the  Corporation's
outstanding  capital  stock  required to elect the nominee  and/or (2) otherwise
solicit proxies from  stockholders in support of such nomination,  and (iii) any
other  information  relating  to such  stockholder  that would be required to be
disclosed  in a  proxy  statement  or  other  filings  required  to be  made  in
connection with  solicitations of proxies for election of directors  pursuant to
Section 14 of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"), and the rules and regulations promulgated thereunder. For any Stockholder
Proposal  that seeks to nominate  persons to stand for  election as directors of
the Corporation,  the  stockholder's  notice also shall state, as to each person
whom the  stockholders  propose to  nominate  for  election or  reelection  as a
director,  (i) the name,  age,  business  address and  residence  address of the
person,  (ii) the principal  occupation and employment of the person,  (iii) the
written  consent of each  proposed  nominee to being  named as a nominee  and to
serve as a director if  elected.,  (iv) the class or series and number of shares
of capital stock of the Corporation which are owned beneficially or of record by
the person and (v) any other  information  relating  to the person that would be
required to be disclosed in a proxy  statement or other  filings  required to be
made in  connection  with  solicitations  of proxies for  election of  directors
pursuant  to  Section  14 of the  Exchange  Act,  and the rules and  regulations
promulgated  thereunder.  The  Corporation  may require any proposed  nominee to
furnish such other  information  as it may  reasonably  require to determine the
eligibility of such proposed  nominee to serve as a director of the Corporation.
For any Stockholder Proposal that seeks to propose matters to be considered at a
stockholder  meeting other than the  nomination of persons to stand for election
as directors of the Corporation,  the  stockholder's  notice shall set forth for
each item of business  proposed for  consideration (i) a description of the item
of business,  (ii) the text of the proposal or business  (including  the text of
any resolutions  proposed for  consideration and in the event that such business
includes a proposal to amend the by-laws of the Corporation, the language of the
proposed  amendment),  (iii) the reasons  for  conducting  such  business at the
stockholder  meeting,  (iv) and any material  interest in such  business of such
stockholder  and the beneficial  owner,  if any, on whose behalf the Stockholder
Proposal is made, and (v) any other information relating to the stockholder, the
beneficial  owner,  or the  proposed  business  that  would  be  required  to be
disclosed in a proxy statement or other filings in connection with solicitations
of proxies  relating to the proposed item of business  pursuant to Section 14 of
the Exchange Act, and the rules and regulations promulgated thereunder.

         (d) Only  Stockholder  Proposals made in accordance with the procedures
set forth in this  Section  1.4  shall be  considered  at an  annual or  special
meeting of stockholders of the Corporation. Except as otherwise provided by law,
the chair of the meeting shall have the power and duty to (i) determine  whether
a Stockholder  Proposal was made in accordance  with the procedures set forth in
this Section 1.4 and (ii) if any Stockholder  Proposal is not in compliance with
this Section 1.4, including whether the stockholder or beneficial owner, if any,
on whose behalf the Stockholder Proposal is made solicits (or is part of a group
which  solicits)  or fails to so solicit (as the case may be) proxies in support
of the Stockholder Proposal in compliance with such stockholder's representation
as required by Section (c) of this Section 1.4, to declare that such Stockholder
Proposal shall be disregarded.

         (e) For purposes of this Section 1.4, "public  announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

         (f)  Notwithstanding  the  foregoing  provisions of this Section 1.4, a
stockholder  also shall comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this Section 1.4. Nothing in this Section 1.4 shall be deemed to affect
any  rights  of   stockholders   to  request   inclusion  of  proposals  in  the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

         Section 1.5.  Postponement and Cancellation of Meeting.  Any previously
scheduled annual or special meeting of the stockholders may be postponed and any
previously scheduled annual or special meeting of the stockholders called by the
Chairman of the Board, the President, a majority of the Board of Directors, or a
majority of the  Executive  Committee may be canceled by resolution of the Board
of Directors upon public notice given prior to the time previously scheduled for
such meeting of stockholders.

         Section  1.6  Quorum.   Except  as  otherwise   provided  by  law,  the
Certificate of Incorporation  or these by-laws,  at each meeting of stockholders
the  presence in person or by proxy of the holders of a majority in voting power
of the  outstanding  shares of stock  entitled to vote at the  meeting  shall be
necessary and sufficient to constitute a quorum.  Notwithstanding  the foregoing
sentence,  solely for purposes of the 2008 annual meeting of  stockholders,  the
presence  in person  or by proxy of the  holders  of 44% in voting  power of the
outstanding  shares of stock  entitled to vote at the meeting shall be necessary
and sufficient to constitute a quorum. In the absence of a quorum,  the chair of
the meeting may adjourn the meeting from time to time in the manner  provided in
Section 1.10 hereof until a quorum shall attend. Shares of the Corporation's own
stock belonging to the Corporation or to another  corporation,  if a majority of
the  shares  entitled  to vote  in the  election  of  directors  of  such  other
corporation is held, directly or indirectly,  by the Corporation,  shall neither
be entitled to vote nor be counted for quorum purposes;  provided, however, that
the foregoing  shall not limit the right of the Corporation or any subsidiary of
the Corporation to vote stock,  including but not limited to its own stock, held
by it in a fiduciary capacity. The chair of the meeting shall have the power and
the  duty  to  determine   whether  a  quorum  is  present  at  any  meeting  of
stockholders.

         Section  1.7.  Officers  for  Meeting  of  Stockholders.   Meetings  of
stockholders  shall be presided over by the Chairman of the Board, if any, or in
his absence by the President,  or in his absence by a Vice President,  or in the
absence  of  the  foregoing  persons  by a  chair  designated  by the  Board  of
Directors,  or in the  absence  of such  designation  by a chair  chosen  at the
meeting  by a  plurality  vote.  The  Secretary  shall act as  secretary  of the
meeting,  but in his  absence the chair of the meeting may appoint any person to
act as secretary of the meeting.

         Section 1.8. Conduct of Meetings.  Every meeting of stockholders  shall
be presided over by the chair of the meeting  selected  pursuant to Section 1.7,
hereof.  The date and time of the  opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be determined by
the chair of the meeting and  announced at the  meeting.  The Board of Directors
may adopt by  resolution  such  rules and  regulations  for the  conduct  of the
meeting  of  stockholders  as it shall  deem  appropriate.  Except to the extent
inconsistent  with  such  rules  and  regulations  as  adopted  by the  Board of
Directors, the chair of the meeting shall have the exclusive right and authority
to prescribe such rules,  regulations and procedures and to do all such acts as,
in the  judgment of the chair,  are  appropriate  for the proper  conduct of the
meeting. Such rules, regulations or procedures,  whether adopted by the Board of
Directors  or  prescribed  by the chair of the  meeting,  may  include,  without
limitation,  the  following:  (i) the  establishment  of an  agenda  or order of
business for the meeting; (ii) rules and procedures for maintaining order at the
meeting and the safety of those present;  (iii)  limitations on attendance at or
participation in the meeting to stockholders of record of the Corporation, their
duly  authorized and  constituted  proxies or such other persons as the chair of
the meeting shall determine; (iv) restrictions on entry to the meeting after the
time  fixed  for  the  commencement  thereof;  and  (v)  limitations  on or  the
elimination  of time allotted to questions or comments by  participants.  Unless
and to the  extent  determined  by the  Board of  Directors  or the chair of the
meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.

         Section  1.9.  Voting;  Proxies.  Except as  otherwise  provided  by or
pursuant to the provisions of the Certificate of Incorporation, each stockholder
entitled  to vote at any meeting of  stockholders  shall be entitled to one vote
for each share of stock held by such stockholder which has voting power upon the
matter  in  question.  Each  stockholder  entitled  to  vote  at  a  meeting  of
stockholders  or to express  consent or dissent to  corporate  action in writing
without a meeting  may  authorize  another  person  or  persons  to act for such
stockholder by proxy, but no such proxy shall be voted or acted upon after three
years from its date,  unless the proxy  provides  for a longer  period.  A proxy
shall be  irrevocable  if it states that it is  irrevocable  and if, and only as
long  as,  it is  coupled  with an  interest  sufficient  in law to  support  an
irrevocable  power. A stockholder  may revoke any proxy which is not irrevocable
by  attending  the  meeting and voting in person or by filing an  instrument  in
writing  revoking  the  proxy  or by  delivering  a  proxy  in  accordance  with
applicable law bearing a later date to the Secretary of the Corporation.  Voting
at meetings of stockholders  need not be by written  ballot.  At all meetings of
stockholders,  a  plurality  of the  votes  cast  shall be  sufficient  to elect
directors. All other elections and questions shall, unless otherwise provided by
the Certificate of Incorporation, these by-laws, the rules or regulations of any
stock exchange  applicable to the Corporation,  or applicable law or pursuant to
any regulation  applicable to the Corporation or its  securities,  be decided by
the affirmative  vote of the holders of a majority in voting power of the shares
of stock of the Corporation which are present in person or by proxy and entitled
to vote thereon.

         Section  1.10.  Adjournment  of Meeting.  Any meeting of  stockholders,
annual or special, may be adjourned solely by the chair of the meeting from time
to time to  reconvene  at the  same or some  other  time,  date and  place.  The
stockholders  present  at a meeting  shall not have  authority  to  adjourn  the
meeting.  Notice  need not be given of any such  adjourned  meeting if the time,
date and place thereof are announced at the meeting at which the  adjournment is
taken. If the time, date and place of the adjourned meeting are not announced at
the  meeting  at which the  adjournment  is  taken,  then the  Secretary  of the
Corporation  shall  give  written  notice  of the  time,  date and  place of the
adjourned meeting not less than ten (10) days prior to the date of the adjourned
meeting.  Notice of the adjourned  meeting also shall be given if the meeting is
adjourned in a single  adjournment  to a date more than 30 days or in successive
adjournments  to a date more than 120 days after the original date fixed for the
meeting.

         At an adjourned meeting at which a quorum is present,  the stockholders
may  transact  any  business  which might have been  transacted  at the original
meeting.  Once a share is represented for any purpose at a meeting,  it shall be
present  for  quorum  purposes  for the  remainder  of the  meeting  and for any
adjournment  of that meeting  unless a new record date is or must be set for the
adjourned meeting. A new record date shall be set if the meeting is adjourned in
a single or  successive  adjournments  to a date  more  than 120 days  after the
original date fixed for the meeting.  If after the adjournment a new record date
is fixed for the adjourned  meeting,  notice of the  adjourned  meeting shall be
given to each  stockholder of record  entitled to vote at the adjourned  meeting
consistent with the new record date.

         Section 1.11  Fixing Date for Determination of Stockholders of Record.

         In order that the Corporation may determine the  stockholders  entitled
to  notice  of or to vote at any  meeting  of  stockholders  or any  adjournment
thereof or entitled to receive payment of any dividend or other  distribution or
allotment  of any rights,  or entitled to exercise  any rights in respect of any
change,  conversion  or exchange of stock or for the purpose of any other lawful
action other than stockholder action by written consent,  the Board of Directors
may fix a record  date,  which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors,  and
which record date: (i) in the case of determination of stockholders  entitled to
vote at any  meeting of  stockholders  or  adjournment  thereof,  shall,  unless
otherwise  required  by law,  not be more than sixty (60) nor less than ten (10)
days before the original date of such meeting, and (ii) in the case of any other
lawful action other than  stockholder  action by written  consent,  shall not be
more than sixty days prior to such other  action.  If no record date is fixed by
the  Board  of  Directors:  (i) the  record  date for  determining  stockholders
entitled  to notice of or to vote at a meeting of  stockholders  shall be at the
close of business on the day next  preceding  the day on which  notice is given,
or, if notice is waived,  at the close of business on the day next preceding the
day on which the  meeting  is held,  and (ii) the  record  date for  determining
stockholders  for any other purpose  (other than  stockholder  action by written
consent)  shall be at the  close of  business  on the day on which  the Board of
Directors   adopts  the  resolution   relating   thereto.   A  determination  of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned  meeting
and shall fix a new record  date for the  adjourned  meeting  if the  meeting is
adjourned in a single or  successive  adjournments  to a date more than 120 days
after the original date fixed for the meeting.






         Section 1.12.  Procedures for Stockholder Action by Consent.

         1.12.1  Request  for  Record  Date.  The  record  date for  determining
stockholders  entitled to express consent to corporate action in writing without
a  meeting  shall  be as  fixed  by  the  Board  of  Directors  or as  otherwise
established  under  this  Section  1.12.1.   Any  person  seeking  to  have  the
stockholders  authorize or take corporate  action by written  consent  without a
meeting shall, by written notice addressed to the Secretary and delivered to the
Corporation and signed by a stockholder of record, request that a record date be
fixed for such  purpose.  The  written  notice  shall  contain at a minimum  the
information  required in Section  1.4(c) for a  Stockholder  Proposal  and shall
state  the  reasons  for  soliciting  consents  for such  action.  The  Board of
Directors  shall have ten (10) days  following the date of receipt of the notice
to determine  the  validity of the request,  including  the  sufficiency  of the
information  provided.  During  the ten (10) day  period,  the  Corporation  may
require the stockholder of record and/or  beneficial  owner  requesting a record
date  for  proposed   stockholder  action  by  consent  to  furnish  such  other
information  as it may  reasonably  require to  determine  the  validity  of the
request for a record date.  Following the  determination  of the validity of the
request, and no later than ten (10) days after the date on which such request is
received by the  Corporation,  the Board of Directors  may fix a record date for
such purpose which shall be no more than ten (10) days after the date upon which
the  resolution  fixing the record date is adopted by the Board of Directors and
shall not precede the date such resolution is adopted. If the Board of Directors
fails within ten (10) days after the date the  Corporation  receives such notice
to fix a record date for such purpose, the record date shall be the day on which
the  first  written  consent  is  delivered  to the  Corporation  in the  manner
described in Section  1.12.3 below unless prior action by the Board of Directors
is  required  by law,  in which  event the record  date shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.

         1.12.2 Form of Consent.  Every  written  consent  purporting to take or
authorize the taking of corporate action and/or related  revocations  (each such
written consent and related  revocation is referred to in this Section 1.12 as a
"Consent")  shall bear the date of signature of each  stockholder  who signs the
Consent, and no Consent shall be effective to take the corporate action referred
to therein unless, within 60 days of the earliest dated Consent delivered in the
manner required by this Section 1.12,  Consents signed by a sufficient number of
stockholders to take such action are so delivered to the Corporation.

         1.12.3  Delivery  of  Consent.  A  Consent  shall be  delivered  to the
Corporation by delivery to its registered  office in the State of Delaware or to
the  Secretary  of the  Corporation  at the  Corporation's  principal  place  of
business.  Delivery to the Corporation's registered office shall be made by hand
or by certified or registered mail, return receipt requested.

         In the event of the  delivery  to the  Corporation  of a  Consent,  the
Secretary of the Corporation  shall provide for the safe-keeping of such Consent
and shall promptly  conduct such  ministerial  review of the  sufficiency of the
Consents and of the validity of the action to be taken by stockholder consent as
the Secretary  deems necessary or appropriate,  including,  without  limitation,
whether the holders of a number of shares having the  requisite  voting power to
authorize  or take the action  specified  in the  Consent  have  given  consent;
provided,  however, that if the corporate action to which the Consent relates is
the removal or replacement of one or more members of the Board of Directors, the
Secretary of the Corporation shall promptly designate two persons, who shall not
be members of the Board of  Directors,  to serve as  Inspectors  with respect to
such Consent and such Inspectors  shall discharge the functions of the Secretary
of the Corporation  under this Section 1.12.3.  If after such  investigation the
Secretary  or the  Inspectors  (as the case  may be)  shall  determine  that the
Consent  is  valid  and that  the  action  therein  specified  has been  validly
authorized,  that fact  shall  forthwith  be  certified  on the  records  of the
Corporation  kept for the purpose of recording  the  proceedings  of meetings of
stockholders,  and the Consent shall be filed in such records, at which time the
Consent  shall  become  effective  as  stockholder  action.  In  conducting  the
investigation  required by this Section 1.12.3,  the Secretary or the Inspectors
(as the case may be) may,  at the  expense of the  Corporation,  retain  special
legal counsel and any other necessary or appropriate  professional advisors, and
such other  personnel as they may deem  necessary or appropriate to assist them,
and shall be fully  protected  in relying in good faith upon the opinion of such
counsel or advisors.

         No action by written consent without a meeting shall be effective until
such date as the Secretary or the Inspectors (as the case may be) certify to the
Corporation  that the Consents  delivered to the  Corporation in accordance with
Section  1.12.3  represent  at least the  minimum  number of votes that would be
necessary to take the action.

         Nothing  contained in this Section 1.12.3 shall in any way be construed
to suggest or imply that the Board of Directors or any stockholder  shall not be
entitled to contest the validity of any Consent or revocation  thereof,  whether
before or after such  certification  by the Secretary or the  Inspectors,  or to
take  any  other  action  (including,   without  limitation,  the  commencement,
prosecution,  or defense of any litigation with respect thereto, and the seeking
of injunctive relief in such litigation).

         Section 1.13. Inspectors of Election. The Corporation may, and shall if
required by law, in advance of any meeting of stockholders,  appoint one or more
inspectors of election,  who may be employees of the Corporation,  to act at the
meeting or any  adjournment  thereof and to make a written report  thereof.  The
Corporation may designate one or more persons as alternate inspectors to replace
any  inspector  who fails to act. In the event that no inspector so appointed or
designated is able to act at a meeting of stockholders,  the person presiding at
the meeting  shall appoint one or more  inspectors  to act at the meeting.  Each
inspector,  before entering upon the discharge of his or her duties,  shall take
and sign an oath to execute  faithfully  the  duties of  inspector  with  strict
impartiality  and according to the best of his or her ability.  The inspector or
inspectors so appointed or  designated  shall (i) ascertain the number of shares
of capital  stock of the  Corporation  outstanding  and the voting power of each
such  share,  (ii)  determine  the  shares of capital  stock of the  Corporation
represented at the meeting and the validity of proxies and ballots,  (iii) count
all votes and  ballots,  (iv)  determine  and retain for a  reasonable  period a
record of the  disposition of any challenges  made to any  determination  by the
inspectors,  and (v)  certify  their  determination  of the  number of shares of
capital stock of the Corporation represented at the meeting and such inspectors'
count of all votes and ballots. Such certification and report shall specify such
other  information  as may be required by law. In  determining  the validity and
counting  of proxies  and ballots  cast at any  meeting of  stockholders  of the
Corporation,  the  inspectors  may consider such  information as is permitted by
applicable  law. No person who is a candidate  for an office at an election  may
serve as an inspector at such election.

         Section 1.14 List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten (10) days before every meeting of 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 who is present. Upon the willful
neglect or refusal of the  directors  to produce  such a list at any meeting for
the election of directors,  they shall be ineligible  for election to any office
at such meeting.  Except as otherwise provided by law, the stock ledger shall be
the only evidence as to who are the  stockholders  entitled to examine the stock
ledger, the list of stockholders or the books of the Corporation,  or to vote in
person or by proxy at any meeting of stockholders.


                        ARTICLE II. BOARD OF DIRECTORS.

Section 2.1 Number. The Board of Directors shall consist of one or more members,
the number thereof to be determined from time to time by resolution of the Board
of Directors. Directors need not be stockholders.

Section 2.2.  Qualifications.  No person who is or has been within the last five
(5) years (a) under Critical  Investigation by the Food and Drug  Administration
("FDA") (any such person, an "FDA  Investigatee"),  (b) under  investigation for
scientific   or  medical   misconduct  by  any  duly   constituted   regulatory,
administrative  or  governmental  authority  worldwide  (any  such  person,  and
"Scientific/Medical Investigatee") and (c) under charges by or investigation for
criminal  charges  of  any  nature,   including   misdemeanors  involving  moral
turpitude,  by any duly constituted  governmental  authority worldwide (any such
person, and "Criminal Investigatee") and no person who is or has been within the
last  five  (5)  years  an  Affiliate  or  Associate  of any  FDA  Investigatee,
Scientific/Medical    Investigatee    or   Criminal    Investigatee    ("Related
Investigatee")  shall be eligible to be elected or to serve as a director of the
corporation;  provided,  however,  that a  director  of the  corporation  who is
validly  nominated and elected a director but who after such election  becomes a
FDA Investigatee,  Scientific/Medical  Investigatee or Criminal  Investigatee or
Related  Investigatee  shall not solely by reason of so  becoming or being a FDA
Investigatee,   Scientific/Medical  Investigatee  or  Criminal  Investigatee  or
Related  Investigatee  cease to be a director  and instead  shall  continue as a
director  for the  reminder of the term for which such  director  was elected or
until such director's resignation or removal; provided further, however, that it
shall be the duty of any such director promptly to notify the Board of Directors
that  such  director  is or has  become a FDA  Investigatee,  Scientific/Medical
Investigatee or Criminal  Investigatee or Related Investigatee and it also shall
be the duty of any such  director,  either to promptly  take all steps as may be
necessary   to  cause  such   director   to  be  neither  a  FDA   Investigatee,
Scientific/Medical    Investigatee   or   Criminal   Investigatee   or   Related
Investigatee,  or, it all such  steps  cannot be or have not been taken and such
director   continues  to  be  either  a  FDA  Investigatee,   Scientific/Medical
Investigatee or Criminal  Investigatee or Related Investigatee and the pertinent
Critical  Investigation  has not been  Finally  Resolved  within  the  pertinent
Resolution  Period,  to  resign  as a  director  of the  corporation,  effective
immediately, at or before the end of such Resolution Period.


(a)  For purposes of this Section,  the following terms shall have the following
     respective meanings:

     (i) Affiliate"  means any person (or group of persons having any written or
unwritten agreement , arrangement or understanding,  whether of not enforceable,
relating to any Critical  Investigation) who or which,  directly,  or indirectly
through one or more  intermediaries,  controls,  is  controlled  by, or is under
common control with, any FDA  Investigatee,  Scientific/Medical  Investigatee or
Criminal  Investigatee.  For  purposes of the  foregoing  definitions,  the term
"control"  (including the terms "controlling"  "controlled by" and "under common
control with") means the possession,  direct or indirect, of the power to direct
or cause the  direction  of the  management  and  policies of a person,  whether
through the ownership of voting  securities,  by contract,  or otherwise,  and a
"controlling"  relationship  between  any person  (or such a group) and  another
person shall be deemed to exist whenever (but is not limited to the situation in
which) the former  person (or members of such a group)  directly  or  indirectly
holds or owns at least twenty  percent (20%) of the aggregate  voting power with
respect to, the latter person.

    (ii)  "Associates" means any person who or which:

     (1) is an officer, partner,  director,  trustee or similar fiduciary of, or
authorized to act in any similar capacity with respect to, any FDA Investigatee,
Scientific/Medical  Investigatee or Criminal Investigatee,  any Affiliate or any
other  Associate  of a  FDA  Investigatee,  Scientific/Medical  Investigatee  or
Criminal Investigatee;

     (2) is directly or indirectly,  the holder of owner of at least ten percent
(10%) any class or series of equity  securities  issued by any FDA Investigatee,
Scientific/Medical Investigatee or Criminal Investigatee or Associate;


     (3)  has  a  substantial  beneficial  interest  in  any  FDA  Investigatee,
Scientific/Medical Investigatee or Criminal Investigatee or Affiliate which is a
trust or estate; or

     (4) is a  member  of the  immediate  family  of any FDA  Investigatee,  any
Affiliate or any other person described in (1), (2), or (3) above.

For purposes of the foregoing definition, a person's "immediate family" includes
such   person's   spouse,   children,   siblings,   parents-in-law,   sons-  and
daughter-in-law, and brother- and sister-in-law.

         (III) Critical  Investigation  means any investigation by the FDA which
has reached the stage of the issuance of a "Warning Letter" by the FDA and which
might reasonably be expected, absent immediate and complete remediation, to lead
to seizure of assets, injunctions or criminal indictments.

         (IV) When used with respect to any particular  Critical  Investigation,
the term "Finally  Resolved"  means that the FDA has issued a written  statement
that the Critical Investigation has been satisfactorily resolved and terminated.

         (V)  "Resolution Period" means, in any pertinent case, the ninety (90)
day period (or longer  period,  not  exceeding  one hundred fifty (150) days, as
hereafter  contemplated  by the  proviso to this  definition)  beginning  on the
earlier  of (1) the date on which a director  of the  corporation  notifies  the
Board of Directors  that such  director is or has become a FDA  Investigatee  or
Related Person or (2) the date on which the Board of Directors determines that a
director of the  corporation is or has become a FDA  Investigatee or Related FDA
Investigatee;  provided,  however,  that the Board of Directors  may (but is not
required to) extend a Resolution  Period for up to an additional sixty (60) days
if the director establishes to the Board's satisfaction a reasonable  likelihood
that during such extended period the pertinent  Critical  Investigation  will be
Finally Resolved or such director will cease to be both a FDA Investigatee and a
Related FDA Investigatee.

         (VI) "Subsidiary"  means any corporation or other entity at least fifty
 percent (50%) of the equity of which is owned,  directly or indirectly,  by the
 corporation.

                  (b)  The Board of Directors of the corporation (acting by at
least  a  majority  of  all  Directors,  excluding  any  who  have  acknowledged
themselves   to  be  or   have   been   determined   to  be  FDA   Investigatee,
Scientific/Medical Investigatee or Criminal Investigatee or Related Investigatee
at the time of such Board action and excluding  any director or directors  whose
status  as  FDA  Investigatee,   Scientific/Medical   Investigatee  or  Criminal
Investigatee  or Related  Investigatee is the subject of such action) shall have
the authority to determine  whether any director of the corporation is or is not
or has  ceased  to be a FDA  Investigatee,  Scientific/Medical  Investigatee  or
Criminal  Investigatee  or  Related  Investigatee,  and the  Board of  Directors
(acting  by at  least a  majority  of all  directors,  excluding  any  who  have
acknowledged  themselves to be or have been  determined to be FDA  Investigatee,
Scientific/Medical    Investigatee   or   Criminal   Investigatee   or   Related
Investigatee) shall have the authority to determine whether any person nominated
or proposed for  nomination as a director or who is the subject of a shareholder
request as hereinafter  provided is ineligible to be so nominated and elected by
virtue or being a FDA Investigatee,  Scientific/Medical Investigatee or Criminal
Investigatee or Related  Investigatee.  Each such Board  determination  shall be
based upon such  information  as has been brought to the  attention of the Board
(whether in a shareholder  request or otherwise) at the time such  determination
is made, and no Board  determination  that any director or other person is or is
not or has ceased to be a FDA Investigatee,  Scientific/Medical  Investigatee or
Criminal  Investigatee  or Related  Investigatee  shall  preclude the Board from
reconsidering  the matter and making the contrary  determination in light of any
facts or  circumstances  first  coming to the  attention  of the Board after the
prior determination was made.

                (c)  The Board of Directors shall not  nominate any person for
election as a director of the corporation,  unless such prospective  nominee has
provided the Board with all such information as the Board (or any member thereof
not excluded from  determining the status of such person as a FDA  Investigatee,
Scientific/Medical    Investigatee   or   Criminal   Investigatee   or   Related
Investigatee)  has  deemed  necessary  or  appropriate  to  enable  the Board to
determine  such status and with a signed  statement by the  prospective  nominee
that such  person,  having  reviewed  this  Section,  is aware of no reason  not
disclosed  to the  Board  why he or she  would  or  might  be  considered  a FDA
Investigatee,   Scientific/Medical  Investigatee  or  Criminal  Investigatee  or
Related  Investigatee (which statement also shall include an undertaking by such
person that if he or she is nominated,  such person now promptly will inform the
Board,  by written  notice to the Chairman of the Board or the  Secretary of the
corporation,  if at any  time  prior to the  election  to  which  such  person's
nomination relates he or she becomes aware of any fact or circumstance,  whether
in existence on the date such undertaking is given or arising  afterward,  which
has  given  such  person  any  reason to  believe  that he or she is or might be
considered  a FDA  Investigatee,  Scientific/Medical  Investigatee  or  Criminal
Investigatee  or  Related  Investigatee),  and  unless  after  receipt  of  such
information  and such  statement,  the Board has determined that the prospective
nominee is not a FDA Investigatee,  Scientific/Medical  Investigatee or Criminal
Investigatee or Related Investigatee.

                  (d)  Any shareholder who is uncertain whether any person such
shareholder desires to nominate for election as a director of the corporation (a
"candidate") is a FDA Investigatee,  Scientific/Medical Investigatee or Criminal
Investigatee  or  Related  Person  may  request a  determination  from the Board
concerning  that  matter.  Any such  request  must be in writing,  identify  the
candidate,  set forth  all  reasons  why the  shareholder  has such  uncertainty
concerning  the  candidate,  explain  why  the  shareholder  believes  that  the
candidate  should  not  be  considered  a FDA  Investigatee,  Scientific/Medical
Investigatee  or Criminal  Investigatee or Related  Investigatee  and include an
undertaking  by or on  behalf  of the  shareholder  that,  if the  candidate  is
determined  not to be a FDA  Investigatee,  Scientific/Medical  Investigatee  or
Criminal  Investigatee or Related  Investigatee,  the shareholder  promptly will
inform  the Board in the manner  specified  in  paragraph  (e) above if any time
prior to the election of directors next occurring the shareholder  learns of any
fact or circumstance (whether in existence on the dare of the request or arising
afterward)  which has given the  shareholder any other reason to believe that or
to  be  uncertain  whether  the  candidate  is  or  might  be  considered  a FDA
Investigatee,   Scientific/Medical  Investigatee  or  Criminal  Investigatee  or
Related  Investigatee and believes for the reasons stated in the request that he
or  she  should  not  be  considered  a  FDA  Investigatee,   Scientific/Medical
Investigatee or Criminal Investigatee or Related  Investigatee,  which statement
also shall include an  undertaking  by the  candidate  comparable to that of the
requesting shareholder. With respect to any meeting at which directors are to be
elected,  a shareholder may submit requests as to any number of candidates up to
and including  five times at which the number of directors to be elected at such
meeting.  A  request  may be  submitted  at any  time at which  the  shareholder
properly  may give notice of intent to nominate a  candidate  for  election as a
director  (other  than a time at which such giving of notice of intent is proper
only by virtue of the  provisions  of  paragraph  (b) of this  Section),  and no
request  may be  submitted  at any  other  time.  No  request  shall  be  deemed
"submitted"  for any  purposes  hereunder  unless and until it is  delivered  in
person to the  Chairman  of the Board or the  Secretary  of the  corporation  or
delivered to the principal offices of the corporation addressed to the attention
of the Chairman or the Secretary. No request shall constitute a notice of intent
to nominate any candidate unless it expressly states that it is intend as such a
notice and it otherwise  complies with all  applicable  requirements  for such a
notice.  Neither  submission of a request,  nor any action taken thereafter with
respect to such request,  shall operate as a waiver of or otherwise  relieve any
shareholder  of any  otherwise  applicable  procedural  requirements  respecting
nomination of director  candidates,  except as and to the extent contemplated in
paragraph (b).

         (e) If any request  satisfying  the  requirements  of paragraph  (f) is
timely and property submitted, the Board of Directors, within ten days following
the date such request is submitted  (i.e., if it is impossible or  impracticable
to do so during such period, as soon as practicable thereafter),  shall consider
the  request  and  determine  whether  the  candidate  who is the subject of the
request is ineligible to be nominated or elected a director by virtue of being a
FDA Investigatee,  Scientific/Medical  Investigatee or Criminal  Investigatee or
Related  Investigatee.  As promptly  as  possible  following  such  action,  the
requesting  shareholder  shall be  notified  in  writing  of the  nature of such
determination  and, if the  determination  made is that the  candidate  is a FDA
Investigatee,   Scientific/Medical  Investigatee  or  Criminal  Investigatee  or
Related  Investigatee,  the basis for such  determination.  In any other case in
which the Board  determines that any candidate as to which a notice of intent to
nominate has been given is  ineligible  to be nominated or elected a director by
virtue of being a FDA Investigatee,  Scientific/Medical Investigatee or Criminal
Investigatee  or Related  Investigatee  (including  any case in which a contrary
determination  previously  has been made in response to a shareholder  request),
the shareholder  having given such notice of intent shall be notified in writing
of such determination and the basis therefor as promptly as possible thereafter.

         (f) If a candidate who is the subject of a proper and timely  submitted
request meeting the requirements of paragraph (f) is determined by the Board not
to  be  a  FDA   Investigatee,   Scientific/Medical   Investigatee  or  Criminal
Investigatee or Related Investigatee and the request was submitted at least five
days in advance of the last date on which the requesting  shareholder  otherwise
would have been  entitled to give notice of intent to nominate  such  candidate,
then the  Board's  determination  shall  operate as a waiver of the time  limits
otherwise  applicable  to the giving of such notice of intent to the extent,  if
any,  necessary to afford the  shareholder  a period of five days  following the
date on which notice of the Board's  determination  is given to the  shareholder
within  which to give  notice of  intent  to  nominate  such  candidate.  If, in
response to a timely and properly submitted  request,  the Board determines that
the  candidate  who  is  the  subject  of  the  request  is a FDA  Investigatee,
Scientific/Medical Investigatee or Criminal Investigatee or Related Investigatee
and the request was  submitted at least five days in advance of the last date on
which the  requesting  shareholder  otherwise  would have been  entitles to give
notice of intent to nominate,  then the Board's determination shall operate as a
waiver of the time limits otherwise applicable to the giving of notice of intent
to  nominate  to  the  extent,  if  any,  necessary  to  afford  the  requesting
shareholder  a period of fifteen days  following the date on which notice of the
Board's determination is given to the shareholder within which to give notice of
intent to nominate  another person in lieu of the ineligible  candidate.  In any
other case in which the Board determines that a candidate is a FDA Investigatee,
Scientific/Medical    Investigatee   or   Criminal   Investigatee   or   Related
Investigatee,  such  determination  shall operate as a waiver if and only to the
extent expressly so provided in the resolutions setting forth such determination
or  subsequent  Board  resolution.  Whenever  any  shareholder  is  afforded  an
additional time period within which to give notice of intention to nominate, the
Board  may  afford  the  other  shareholders  of the  corporation  a  comparable
additional period of time within which to give such notice.

         Section 2.3 Election;  Resignation;  Vacancies. At each annual meeting,
the stockholders shall elect directors each of whom shall hold office for a term
of one year or until his  successor  is duly elected and  qualified,  subject to
such director's earlier death,  resignation,  disqualification  or removal.  Any
director may resign at any time upon  written  notice to the  Corporation.  Such
resignation need not be accepted to be effective.  Unless otherwise  provided by
law or the Certificate of Incorporation,  any newly created  directorship or any
vacancy  occurring on the Board of Directors  for any cause may be filled solely
by a majority of the remaining members of the Board of Directors,  although such
majority  is less than a quorum,  or by the sole  remaining  director,  and each
director so elected shall hold office until the expiration of the term of office
of the  director so replaced or until the  director's  successor  is elected and
qualified. The stockholders shall not have the power to appoint directors to any
newly created directorship or vacancy.

         Section  2.4  Regular  Meetings.  Regular  meetings  of  the  Board  of
Directors may be held at such places within or without the State of Delaware and
at such  times as the Board of  Directors  may from time to time  determine.  It
shall not be  necessary  to give  notice  of  regular  meetings  of the Board of
Directors.

         Section  2.5  Special  Meetings.  Special  meetings  of  the  Board  of
Directors  may be  called by the  Chairman  of the  Board,  the  President,  the
Executive  Committee,  or by three  (3) or more  directors.  Notice of a special
meeting  of the  Board of  Directors  shall be given by the  person  or  persons
calling the meeting at least  twenty-four  hours  before the special  meeting if
such notice is given personally or by telephone or sent by telegram,  telecopier
or other electronic means. Notice of a special meeting of the Board of Directors
shall be given by the person or persons  calling the meeting at least three days
before the  special  meeting if given by  regular  mail.  No notice of a special
meeting shall be necessary if the time and place of the special  meeting was set
by  resolution  at a validly  convened  meeting of the Board of  Directors.  The
notice  of a special  meeting  need not state the  purpose  or  purposes  of the
meeting.

         Section  2.6  Telephonic  Meetings  Permitted.  Members of the Board of
Directors,  or  any  committee  designated  by  the  Board  of  Directors,   may
participate  in a meeting  thereof by means of  conference  telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
by-law shall constitute presence in person at such meeting.

         Section 2.7 Quorum;  Vote  Required for Action.  At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation,  these by-laws or applicable law otherwise provides,  the vote
of a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

         Section  2.8.  Officers  for Board  Meetings.  Meetings of the Board of
Directors shall be presided over by the Chairman of the Board, if any, or in his
absence by the Vice  Chairman  of the Board,  if any,  or in his  absence by the
President,  or in  their  absence  by a  chairman  chosen  at the  meeting.  The
Secretary shall act as secretary of the meeting, but in his absence the chair of
the meeting may appoint any person to act as secretary of the meeting.

         Section 2.9. Independent  Directors And Board Structure.  A majority of
the Board of Directors  shall be comprised of independent  directors.  The Chief
Executive  Officer  should be a member of the  Board of  Directors.  In order to
ensure the greatest  number of  independent  directors on a board of  manageable
size,  other direct  management  representation  should be kept to a minimum and
should in no event exceed two other management directors.

         The Board of  Directors  shall make clear to Senior  Management  of the
Company that board  membership is neither  necessary to their present  positions
nor a prerequisite to a higher management position in the Company. Attendance of
management  staff at Board Meetings  should be at the discretion of the Chairman
of the Board but should be  encouraged  by the Board.  The Board shall have full
and direct  access to members of Senior  Management  and should be encouraged to
request reports directly to the Board by any member of Senior Management.  Board
members  should use  judgment in dealings  with  management  so that they do not
distract management from the business operations of the Company.

         Conflicts  of  Interest.  A  director's  personal  financial  or family
relationships  may occasionally  give rise to that director's  material personal
interest in a particular issue.  There will be times when a director's  material
personal interest in an issue will limit that director's ability to vote on that
issue.  The  Governance  Committee  of the Board of  Directors  shall  determine
whether such a conflict of interest  exists on a case-by-case  basis,  including
the determination as to materiality under items (c) and (f) of this Section 2.9.
The Governance Committee shall take appropriate steps to identify such potential
conflicts and to ensure that a majority of the directors  voting on an issue are
both  disinterested  and independent with respect to that issue. A determination
by the Governance Committee on any issue of independence or conflict of interest
shall be final and not subject to review.

         For  purposes  of  this  Section,  an  "independent  director"  means a
director  who: (a) is neither a current  employee nor a former  member of Senior
Management of the Company or an Affiliate;  (b) is not employed by a provider of
professional   services  to  the  Company;   (c)  does  not  have  any  business
relationship  with the Company,  either personally or through a company of which
the director is an officer or a controlling shareholder, that is material to the
Company or to the director;  (d) does not have a close family  relationship,  by
blood, marriage or otherwise with any member of Senior Management of the Company
or one of the Company's Affiliates;  (e) is not an officer of a company of which
the Company's chairman or chief executive officer is also a board member; or (f)
does not personally  receive or is not an employee of a foundation,  university,
or other  institution that receives grants or endowments from the Company,  that
are material to the Company or to either the  recipient  and/or the  foundation,
university, or institution.

         "Senior  Management"  includes the chief  executive,  chief  operating,
chief financial,  chief legal and chief  accounting  officers,  president,  vice
president(s), treasurer, secretary and the controller of the Company.

         "Affiliate"   includes  any  person  or  entity  which,   alone  or  by
contractual obligation, owns or has the power to vote more than twenty-five (25)
percent of the equity  interest in another,  unless some other  person or entity
acting alone or with another by contractual  obligation owns or has the power to
vote a greater percentage of the equity interest.  A subsidiary is considered an
affiliate  if it is at  least  eighty  (80)  percent  owned by the  Company  and
accounts for at least  twenty-five  (25) percent of the  Company's  consolidated
sales or assets.

         Section 2.10 Action by Written Consent of Directors.  Unless  otherwise
restricted by the  certificate of  incorporation  or these  by-laws,  any action
required or permitted to be taken at any meeting of the Board of  Directors,  or
of any committee  thereof,  may be taken without a meeting if all members of the
Board of Directors or such  committee,  as the case may be,  consent  thereto in
writing,  and the writing or writings are filed with the minutes of  proceedings
of the Board of Directors or such committee.

         Section 2.11  Committees.  The Board of Directors  may designate one or
more  committees,  each  committee to consist of one or more of the directors of
the  Corporation.  The Board of Directors may designate one or more directors as
alternate  members of any committee,  who may replace any absent or disqualified
member at any meeting of the committee.  In the absence or disqualification of a
member of the committee,  the member or members  thereof  present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may  unanimously  appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified  member. Any such committee,
to the extent  permitted by law and to the extent  provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the  management  of the business and affairs of the
Corporation,  and may authorize the seal of the Corporation to be affixed to all
papers which may require it.

         Section 2.12.  Committee Rules. Unless the Board of Directors otherwise
provides,  each committee  designated by the Board of Directors may make,  alter
and repeal rules for the conduct of its  business.  In the absence of such rules
each  committee  shall  conduct its  business in the same manner as the Board of
Directors conducts its business pursuant to Article II hereof.

         Section  2.13.  Executive  Committee.   There  shall  be  an  Executive
Committee to consist of such number of directors of the Board of Directors  (the
"Executive  Committee")  to consist of that number of  directors as the Board of
Directors  may from time to time  determine.  The Board of Directors  shall have
power at any time to change the number of the Executive Committee, except that a
reduction in the number of members of the Executive  Committee  shall not affect
any currently  serving  member.  The Board of Directors may remove any member of
the Executive Committee at any time with or without cause and may fill vacancies
in the Committee by election from the members of the Board of Directors.

         When the Board of Directors is not in session,  the Executive Committee
shall  have  and may  exercise  all the  power  and  authority  of the  Board of
Directors  in the  management  and  direction of the business and affairs of the
Corporation, and shall have power to authorize the seal of the Corporation to be
affixed to all  papers  which may  require  it.  All  actions  of the  Executive
Committee  shall be  reported  to the Board of  Directors  at the  meeting  next
succeeding such action, provided,  however, that such report need not be made to
the Board of Directors if prior to such meeting copies of the written minutes of
the  meetings  of the  Executive  Committee  at which such action has been taken
shall have been mailed or delivered to all members of the Board of Directors.

                                  ARTICLE III.
                                    OFFICERS.

         Section  3.1  Executive  Officers;  Election;  Qualifications;  Term of
Office;  Resignation;  Removal;  Vacancies. The Board of Directors shall elect a
President and Secretary,  and it may, if it so determines,  choose a Chairman of
the Board and a Vice Chairman of the Board from among its members.  The Board of
Directors  may also choose one or more Vice  Presidents,  one or more  Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first  meeting of the Board of  Directors  after the
annual  meeting of  stockholders  next  succeeding  his election,  and until his
successor is elected and qualified or until his earlier  resignation or removal.
Any officer may resign at any time upon written notice to the Corporation.  Such
resignation  need not be accepted to be  effective.  The Board of Directors  may
remove any officer with or without cause at any time,  but such removal shall be
without  prejudice to the contractual  rights of such officer,  if any, with the
Corporation.  Any number of offices may be held by the same person.  Any vacancy
occurring in any office of the  Corporation  by death,  resignation,  removal or
otherwise  may be filled for the  unexpired  portion of the term by the Board of
Directors.

         Section 3.2 Powers and Duties of  Executive  Officers.  The officers of
the  Corporation  shall have such  powers and  duties in the  management  of the
Corporation  as may be prescribed in a resolution by the Board of Directors and,
to the extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board of  Directors.  The Board of  Directors  may
require  any  officer,  agent or  employee  to give  security  for the  faithful
performance of his duties.

                                   ARTICLE IV.
                                SHARES OF STOCK.

         Section 4.1  Certificates.  Every  holder of stock shall be entitled to
have a certificate  signed by or in the name of the  Corporation by the Chairman
or Vice Chairman of the Board of  Directors,  if any, or the President or a Vice
President,  and by the Treasurer or an Assistant Treasurer,  or the Secretary or
an Assistant Secretary, of the Corporation certifying the number of shares owned
by him in the  Corporation.  Any of or all the signatures on the certificate may
be a facsimile. In case any officer,  transfer agent or registrar who has signed
or whose  facsimile  signature  has been  placed upon a  certificate  shall have
ceased to be such officer,  transfer agent, or registrar before such certificate
is issued,  it may be issued by the  Corporation  with the same  effect as if he
were such officer, transfer agent, or registrar at the date of issue.

         Section 4.2 Lost, Stolen or Destroyed Stock  Certificates;  Issuance of
New  Certificates.  The  Corporation may issue a new certificate of stock in the
place of any  certificate  theretofore  issued by it, alleged to have been lost,
stolen or  destroyed,  and the  Corporation  may  require the owner of the lost,
stolen  or  destroyed  certificate,  or his  legal  representative,  to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the  alleged  loss,  theft or  destruction  of any such
certificate or the issuance of such new certificate.

                                   ARTICLE V.
                            MISCELLANEOUS PROVISIONS.

         Section 5.1  Fiscal Year.  The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

         Section  5.2  Seal.  The  corporate  seal  shall  have  the name of the
Corporation  inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.

         Section  5.3.  Signature  of Checks,  etc. All checks and drafts on the
bank  accounts  of the  Corporation,  and all bills of exchange  and  promissory
notes, and all acceptances, obligations and other instruments for the payment of
money shall be signed by such officer or officers,  or agent or agents, as shall
be  thereunto  authorized,  from time to time,  by the Board of Directors or the
Executive Committee.

         Section 5.4 Waiver of Notice of Meetings of Stockholders, Directors and
Committees.  Any  written  waiver of notice,  signed by the person  entitled  to
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent to notice.  Attendance  of a person at a meeting  shall  constitute a
waiver of notice of such meeting,  except when the person  attends a meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Neither  the  business  to be  transacted  at nor the  purpose of any
regular  or  special  meeting of the  stockholders,  directors,  or members of a
committee of directors need be specified in any written waiver of notice.

         Section 5.5 Form of Records.  Any records maintained by the Corporation
in the regular  course of its business,  including  its stock  ledger,  books of
account,  and minute  books,  may be kept on, or be in the form of, punch cards,
magnetic tape, photographs,  microphotographs,  or any other information storage
device,  provided that the records so kept can be converted into clearly legible
form within a reasonable time.

         Section 5.6 Amendment of By-laws. These by-laws may be altered, amended
or  repealed,  and  new  by-laws  made,  by the  Board  of  Directors,  but  the
stockholders  may make  additional  by-laws and may alter and repeal any by-laws
whether adopted by them or otherwise.

                                   ARTICLE VI.
            INDEMNIFICATION OF DIRECTORS, OFFICERS OR OTHER PERSONS.

         Section 6.1 Right to  Indemnification.  The Corporation shall indemnify
and hold  harmless,  to the fullest  extent  permitted by  applicable  law as it
presently  exists or may hereafter be amended,  any person (a "Covered  Person")
who was or is made or is threatened to be made a party or is otherwise  involved
in any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative (a  "proceeding"),  by reason of the fact that he, or a person for
whom he is the legal  representative,  is or was a  director  or  officer of the
Corporation  or,  while a  director  or officer  of the  Corporation,  is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent  of  another  Corporation  or  of a  partnership,  joint  venture,  trust,
enterprise  or  nonprofit  entity,  including  service  with respect to employee
benefit plans,  against all liability and loss suffered and expenses  (including
attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the
preceding sentence, except as otherwise provided in Section 6.3, the Corporation
shall be required to indemnify a Covered Person in connection  with a proceeding
(or part thereof)  commenced by such Covered Person only if the  commencement of
such  proceeding  (or part thereof) by the Covered  Person was authorized by the
Board of Directors of the Corporation.

         Section 6.2  Prepayment  of  Expenses.  The  Corporation  shall pay the
expenses  (including  attorneys' fees) incurred by a Covered Person in defending
any proceeding in advance of its final disposition,  provided, however, that, to
the extent  required  by law,  such  payment of expenses in advance of the final
disposition of the proceeding  shall be made only upon receipt of an undertaking
by the Covered  Person to repay all amounts  advanced if it should be ultimately
determined that the Covered Person is not entitled to be indemnified  under this
Article VI or otherwise.

         Section 6.3 Claims.  If a claim for  indemnification  or advancement of
expenses  under this  Article VI is not paid in full within  thirty days after a
written  claim  therefor  by  the  Covered  Person  has  been  received  by  the
Corporation,  the Covered  Person may file suit to recover the unpaid  amount of
such claim and, if successful in whole or in part,  shall be entitled to be paid
the expense of prosecuting such claim. In any such action the Corporation  shall
have the  burden of  proving  that the  Covered  Person is not  entitled  to the
requested indemnification or advancement of expenses under applicable law.

         Section  6.4  Nonexclusivity  of Rights.  The rights  conferred  on any
Covered  Person by this  Article VI shall not be  exclusive  of any other rights
which such  Covered  Person may have or  hereafter  acquire  under any  statute,
provision of the certificate of incorporation, these by-laws, agreement, vote of
stockholders or disinterested directors or otherwise.

         Section 6.5 Other Sources.  The  Corporation's  obligation,  if any, to
indemnify or to advance  expenses to any Covered Person who was or is serving at
its request as a director,  officer,  employee or agent of another  Corporation,
partnership,  joint  venture,  trust,  enterprise  or nonprofit  entity shall be
reduced by any amount  such  Covered  Person may collect as  indemnification  or
advancement of expenses from such other Corporation, partnership, joint venture,
trust, enterprise or non-profit enterprise.

         Section 6.6  Amendment  or Repeal.  Any repeal or  modification  of the
foregoing  provisions of this Article VI shall not adversely affect any right or
protection  hereunder  of any  Covered  Person in respect of any act or omission
occurring prior to the time of such repeal or modification.

         Section 6.7. The rights conferred on any Covered Person by this Article
VI are contract  rights and shall continue as to a person who has ceased to be a
director or officer and shall inure the benefit of the person's heirs, executors
and administrators.

         Section 6.8. Other  Indemnification  and  Prepayment of Expenses.  This
Article  VI shall not limit the right of the  Corporation,  to the extent and in
the manner  permitted  by law, to indemnify  and to advance  expenses to persons
other than  Covered  Persons when and as  authorized  by  appropriate  corporate
action.






                                                                 Exhibit 99.1

Company/Investor Contact:
Dianne Will                                    Sean Collins, Sr. Partner
Hemispherx Biopharma, Inc.                     CCG Investor Relations
518-398-6222                                   310-477-9800
ir@hemispherx.net

             HEMISPHERX BIOPHARMA, INC. ADJOURNS STOCKHOLDER MEETING
                              TO NOVEMBER 11, 2008

     Philadelphia,  PA, Oct. 17,  2008--Hemispherx  Biopharma,  Inc. (AMEX, HEB)
today announced that it adjourned its annual  stockholders'  meeting to Tuesday,
November  11, 2008 at 10:00 a.m. at the Crown Plaza Hotel,  1800 Market  Street,
Philadelphia Pennsylvania 19103.

     The meeting, scheduled for October 17, 2008, has been adjourned because the
required  quorum of a majority of the shares eligible to vote at the meeting was
not present at the  meeting.  Approximately  48.5% of eligible  votes were cast;
however,   a  quorum  required  in  excess  of  50%.  A  significant  number  of
stockholders   are  domiciled  in  Europe  and  less  readily   accessible   for
notification  purposes.  To assure that the meeting can be held,  the  Company's
Board of Directors  has amended the  Company's  By-Laws to reduce the quorum for
the meeting from a majority to 44% in voting power of the outstanding  shares of
stock entitled to vote at the meeting.  The reduced quorum relates solely to the
2008 Annual Stockholders'  Meeting. The Company will continue to solicit proxies
in an attempt to receive votes from a majority of the shares eligible to vote at
the meeting.

     The record date remains  July 21, 2008.  The purposes for which the meeting
is being held remain the same as those listed in the Company's  Notice of Annual
Meeting of August 1,  2008.  Stockholders  should  address  questions  about the
meeting to the Company's proxy solicitors at MacKenzie Partners,  Inc., at (800)
322-2885 or (212) 929-5500, or Dianne Will at (518) 398-6222.

About Hemispherx Biopharma

Hemispherx  Biopharma,  Inc.  is a  specialty  pharma  company  engaged  in  the
manufacture  and clinical  development  of new drug  entities  for  treatment of
seriously debilitating disorders. Hemispherx's flagship products include Alferon
N Injection(R)  (FDA approved for a category of sexually  transmitted  diseases)
and the experimental  therapeutics  Ampligen(R) and Oragens(R).  Ampligen(R) and
Oragens(R) represent experimental RNA nucleic acids being developed for globally
important debilitating diseases and disorders of the immune system. Hemispherx's
platform  technology  includes  large and small agent  components  for potential
treatment  of  various  severely  debilitating  and life  threatening  diseases.
Hemispherx has in excess of 90 issued patents  comprising its core  intellectual
property estate and a fully commercialized product (Alferon N Injection(R)). The
Company  wholly  owns and  exclusively  operates a GMP  certified  manufacturing
facility in the United  States for  commercial  products.  For more  information
please visit www.hemispherx.net

Information  contained in this news release other than  historical  information,
should be considered  forward-looking and is subject to various risk factors and
uncertainties. For instance, the strategies and operations of Hemispherx involve
risk of competition,  changing market conditions, change in laws and regulations
affecting these industries and numerous other factors  discussed in this release
and in the Company's  filings with the Securities and Exchange  Commission.  Any
specifically referenced investigational drugs and associated technologies of the
Company  (including  Ampligen(R),  Alferon LDO and Oragens) are  experimental in
nature  and as such  are not  designated  safe  and  effective  by a  regulatory
authority for general use and are legally available only through clinical trials
with the referenced  disorders.  The  forward-looking  statements  represent the
Company's  judgment  as of the  date of this  release.  The  Company  disclaims,
however,  any intent or obligation to update these  forward-looking  statements.
Clinical trials for other potential indications of the approved biologic Alferon
N Injection(R) do not imply that the product will ever be specifically  approved
commercially for these other treatment indications; Similarly, the completion of
NDA filing process with Ampligen(R) does not imply that the product will ever be
approved commercially.
                                      ####