BY-LAWS
                                       OF
                              BIOVERIS CORPORATION
 
                                    ARTICLE I
 
                               Offices And Records
 
            SECTION 1.01. Delaware Office. The principal office of BioVeris
Corporation (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 Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware.
 
            SECTION 1.02. Other Offices. The Corporation may have such other
offices, either within or without the State of Delaware, as the board of
directors of the Corporation (the "Board of Directors", and each member thereof,
a "Director") may designate or as the business of the Corporation may from time
to time require.
 
            SECTION 1.03. Books and Records. The books and records of the
Corporation may be kept outside the State of Delaware at such place or places as
may from time to time be designated by the Board of Directors.
 
                                   ARTICLE II
 
                                  Stockholders
 
            SECTION 2.01. Annual Meeting. The annual meeting of the stockholders
of the Corporation shall be held on such date and at such hour as may be fixed
by resolution of the Board of Directors.
 
            SECTION 2.02. Special Meeting. Except as otherwise required by law
and subject to the rights of the holders of any class or series of stock having
a preference over the common stock, $0.001 par value, of the Corporation (the
"Common Stock") as to dividends or upon liquidation, special meetings of
stockholders of the Corporation for any purpose or purposes may be called only
by (a) the Board of Directors pursuant to a resolution stating the purpose or
purposes thereof approved by a majority of the total number of Directors which
the Corporation would have if there were no vacancies (the "Whole Board"), (b)
by the Chairman of the Board of Directors (the "Chairman of the Board") or (c)
by the Chief Executive Officer of the Corporation.
 
            SECTION 2.03. Place of Meeting. The Board of Directors may designate
the place of meeting for any annual meeting or for any special meeting of the
stockholders. If no designation is so made, the place of meeting shall be the
principal office of the Corporation.
 
            SECTION 2.04. Notice of Meeting. Notice, stating 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, shall be delivered by the Corporation
not less than 10
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calendar days nor more than 60 calendar days, or such shorter or longer period
permitted by law, before the date of the meeting, either personally, by mail or
by other lawful means, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail with postage thereon prepaid, addressed to the
stockholder at such person's address as it appears on the stock transfer books
of the Corporation. Such further notice shall be given as may be required by
law. No business shall be conducted at a special meeting of stockholders other
than matters brought before the meeting pursuant to the Corporation's notice of
meeting. Meetings may be held without notice if all stockholders entitled to
notice are present (except when stockholders entitled to notice attend the
meeting for the express purpose of objecting, at the beginning of the meeting,
because the meeting is not lawfully called or convened), or if notice is waived
by those not present in accordance with Section 6.04 of these By-laws. Any
previously scheduled meeting of the stockholders may be postponed, and any
special meeting of the stockholders may be canceled, by resolution of the Board
of Directors upon public notice given prior to the date previously scheduled for
such meeting of stockholders.
 
            SECTION 2.05. Quorum and Adjournment; Voting. Except as otherwise
provided by law or by the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation"), the holders of a majority of the voting power
of all outstanding shares of the Corporation entitled to vote generally in the
election of Directors (the "Voting Stock"), represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders, except that when
specified business is to be voted on by a class or series of stock voting as a
class, the holders of a majority of the shares of such class or series shall
constitute a quorum of such class or series for the transaction of such
business. The chairman of the meeting may adjourn the meeting from time to time,
whether or not there is such a quorum. No notice of the hour and place of
adjourned meetings need be given except as required by law. The stockholders
present at a duly called meeting at which a quorum is present may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
 
            SECTION 2.06. Proxies. At all meetings of stockholders, a
stockholder may vote by proxy executed in writing (or in such manner prescribed
by the General Corporation Law of the State of Delaware (the "DGCL")) by the
stockholder, or by such person's duly authorized attorney in fact.
 
            SECTION 2.07. Notice of Stockholder Business and Nominations.
 
            (a) Annual Meetings of Stockholders. (i) Nominations of persons for
      election to the Board of Directors and the proposal of business to be
      considered by the stockholders may be made at an annual meeting of
      stockholders (A) pursuant to the Corporation's notice of meeting pursuant
      to Section 2.04 of these By-laws, (B) by or at the direction of the Board
      of Directors or (C) by any stockholder of the Corporation who was a
      stockholder of record at the time of giving of notice provided for in this
      By-law, who is entitled to vote at the meeting and who complies with the
      notice procedures set forth in this By-law.
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            (ii) For nominations or other business to be properly brought before
      an annual meeting by a stockholder pursuant to clause (C) of paragraph
      (a)(i) of this Section 2.07, the stockholder must have given timely notice
      thereof in writing to the Secretary of the Corporation and such other
      business must otherwise be a proper matter for stockholder action. To be
      timely, a stockholder's notice shall be delivered to the Secretary of the
      Corporation at the principal executive offices of the Corporation not
      later than the close of business on the 120th calendar day prior to the
      first anniversary of the preceding year's annual meeting; provided,
      however, that in the event that the date of the annual meeting is more
      than 30 calendar days before or more than 60 calendar days after such
      anniversary date, notice by the stockholder to be timely must be so
      delivered not earlier than the close of business on the 90th calendar day
      prior to such annual meeting and not later than the close of business on
      the later of the 60th calendar day prior to such annual meeting or the
      10th calendar day following the calendar day on which public announcement
      of the date of such meeting is first made by the Corporation. For purposes
      of determining whether a stockholder's notice shall have been delivered in
      a timely manner for the annual meeting of stockholders in 2004, the first
      anniversary of the previous year's meeting shall be deemed to be August
      28, 2004. Such stockholder's notice shall set forth (A) as to each person
      whom the stockholder proposes to nominate for election or reelection as a
      Director all information relating to such person that is required to be
      disclosed in solicitations of proxies for election of Directors in an
      election contest, or is otherwise required, in each case pursuant to
      Regulation 14A under the Securities Exchange Act of 1934, as amended (the
      "Exchange Act") (including such person's written consent to being named in
      the proxy statement as a nominee and to serving as a Director if elected);
      (B) as to any other business that the stockholder proposes to bring before
      the meeting, a brief description of the business desired to be brought
      before the meeting, 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 these By-laws, the language of
      the proposed amendment), the reasons for conducting such business at the
      meeting and any material interest in such business of such stockholder and
      the beneficial owner, if any, on whose behalf the proposal is made, such
      proposal not to exceed two hundred words; and (C) as to the stockholder
      giving the notice and the beneficial owner, if any, on whose behalf the
      nomination or proposal is made (1) the name and address of such
      stockholder, as they appear on the Corporation's books, and of such
      beneficial owner, (2) the class and number of shares of the Corporation
      which are owned beneficially and of record by such stockholder and such
      beneficial owner, (3) a representation that the stockholder is a holder of
      record of stock of the Corporation entitled to vote at such meeting and
      intends to appear in person or by proxy at the meeting to propose such
      business or nomination, and (4) a representation whether the stockholder
      or the beneficial owner, if any, intends or is part of a group which
      intends (x) to 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 approve or adopt the proposal or elect the nominee or (y)
      otherwise to solicit proxies from stockholders in
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      support of such proposal or nomination. The foregoing notice requirements
      shall be deemed satisfied by a stockholder if the stockholder has notified
      the Corporation of his or her intention to present a proposal at an annual
      meeting in compliance with Rule 14a-8 (or any successor thereof)
      promulgated under the Exchange Act and such stockholder's proposal has
      been included in a proxy statement that has been prepared by the
      Corporation to solicit proxies for such annual meeting. 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.
 
            (iii) Notwithstanding anything in the second sentence of paragraph
      (a)(ii) of this Section 2.07 to the contrary, in the event that the number
      of Directors to be elected to the Board of Directors 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 55 calendar days prior to the first anniversary of the
      preceding year's annual meeting, a stockholder's notice required by this
      By-law 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 10th calendar 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 brought
      before the meeting pursuant to the Corporation's notice of meeting under
      Section 2.04 of these By-laws. Nominations of persons for election to the
      Board of Directors may be made at a special meeting of stockholders
      provided that the Board of Directors has determined that Directors shall
      be elected at such meeting, (i) by or at the direction of the Board of
      Directors, or (ii) by any stockholder of the Corporation who is a
      stockholder of record at the time of giving of notice provided for in this
      Section 2.07, who shall be entitled to vote at the meeting and who
      complies with the notice procedures set forth in this Section 2.07. In the
      event a special meeting of stockholders is called for the purpose of
      electing one or more Directors to the Board of Directors, any stockholder
      may nominate a person or persons (as the case may be), for election to
      such position(s) as specified in the notice of meeting pursuant to this
      Section 2.07, if the stockholder's notice required by paragraph (a)(ii) of
      this Section 2.07 shall be delivered to the Secretary at the principal
      executive offices of the Corporation not earlier than the close of
      business on the 120th calendar day prior to such special meeting and not
      later than the close of business on the later of the 90th calendar day
      prior to such special meeting or the 10th calendar 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 of a special meeting commence a new time period for the giving
      of a stockholder's notice as described above.
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            (c) General. (i) Only such persons who are nominated in accordance
      with the procedures set forth in this Section 2.07 shall be eligible to
      serve as Directors and only such business shall be conducted at a meeting
      of stockholders as shall have been brought before the meeting in
      accordance with the procedures set forth in this By-law. Except as
      otherwise provided by law, the Certificate of Incorporation or these
      By-laws, the chairman of the meeting shall have the power and duty to
      determine whether a nomination or any business proposed to be brought
      before the meeting was made or proposed, as the case may be, in accordance
      with the procedures set forth in this Section 2.07 (including whether the
      stockholder or beneficial owner, if any, on whose behalf the nomination or
      proposal is made solicited (or is part of a group which solicited) or did
      not so solicit, as the case maybe, proxies in support of such
      stockholder's nominee or proposal in compliance with such stockholder's
      representation as required by clause (a)(ii)(C)(4) of this Section 2.07)
      and, if any proposed nomination or business is not in compliance with this
      By-law, to declare that such defective proposal or nomination shall be
      disregarded. Notwithstanding the foregoing provisions of this Section
      2.07, if the stockholder (or a qualified representative of the
      stockholder) does not appear at the annual or special meeting of
      stockholders of the Corporation to present a nomination or business, such
      nomination shall be disregarded and such proposed business shall not be
      transacted, notwithstanding that proxies in respect of such vote may have
      been received by the Corporation.
 
            (ii) For purposes of this By-law, "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.
 
            (iii) Notwithstanding the foregoing provisions of this Section 2.07,
      a stockholder shall also 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 2.07. Nothing in this Section 2.07 shall
      be deemed to affect any rights (a) of stockholders to request inclusion of
      proposals in the Corporation's proxy statement pursuant to Rule 14a-8
      under the Exchange Act or (b) of the holders of any series of preferred
      stock of the Corporation ("Preferred Stock") to elect Directors under an
      applicable Preferred Stock Designation (as defined in the Certificate of
      Incorporation).
 
            SECTION 2.08. Procedure for Election of Directors; Required Vote.
Election of Directors at all meetings of the stockholders at which Directors are
to be elected shall be by ballot, and, subject to the rights of the holders of
any series of Preferred Stock to elect Directors under an applicable Preferred
Stock Designation, a plurality of the votes cast thereat shall elect Directors.
Except as otherwise provided by law, the Certificate of Incorporation, Preferred
Stock Designation, applicable stock exchange rules or other rules and
regulations applicable to the Corporation or these By-laws, in all matters other
than the election of Directors, the affirmative vote of a majority
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of the voting power of the shares present in person or represented by proxy at
the meeting and entitled to vote on the matter shall be the act of the
stockholders.
 
            SECTION 2.09. Inspectors of Elections; Opening and Closing the
Polls. (a) The Board of Directors by resolution shall appoint, or shall
authorize an officer of the Corporation to appoint, one or more inspectors,
which inspector or inspectors may include individuals who serve the Corporation
in other capacities, including, without limitation, as officers, employees,
agents or representatives, to act at the meetings of stockholders and make a
written report thereof. One or more persons may be designated as alternate
inspector(s) to replace any inspector who fails to act. If no inspector or
alternate has been appointed to act or is able to act at a meeting of
stockholders, the chairman of the meeting shall appoint one or more inspectors
to act at the meeting. Each inspector, before discharging such person's duties,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of such person's ability. The
inspector(s) shall have the duties prescribed by law.
 
            (b) The date and hour of the opening and the closing of the polls
      for each matter upon which the stockholders will vote at a meeting shall
      be announced at the meeting by the person presiding over 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 person presiding over any meeting
      of stockholders shall have the right and authority to convene and to
      adjourn the meeting, to prescribe such rules, regulations and procedures
      and to do all such acts as, in the judgment of such presiding officer, 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 presiding officer of the meeting, may include, without limitation, the
      following: (i) 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 chairman
      of the meeting shall determine; (iv) restrictions on entry to the meeting
      after the time fixed for the commencement thereof; and (v) limitations on
      the time allotted to questions or comments by participants. The presiding
      officer at any meeting of stockholders, in addition to making any other
      determinations that may be appropriate to the conduct of the meeting,
      shall, if the facts warrant, determine and declare to the meeting that a
      matter or business was not properly brought before the meeting and if such
      presiding officer should so determine, such person shall so declare to the
      meeting that any such matter or business not properly brought before the
      meeting shall not be transacted or considered. Unless and to the extent
      determined by the Board of Directors or the person presiding over the
      meeting, meetings of stockholders shall not be required to be held in
      accordance with the rules of parliamentary procedure.
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                                  ARTICLE III
 
                               Board of Directors
 
            SECTION 3.01. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors. In addition to the powers and authorities by these By-laws expressly
conferred upon them, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these By-laws required to be exercised or
done by the stockholders.
 
            SECTION 3.02. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-law in conjunction
with the annual meeting of stockholders. The Board of Directors may, by
resolution, provide the hour and place for the holding of additional regular
meetings without other notice than such resolution.
 
            SECTION 3.03. Special Meetings. Special meetings of the Board of
Directors may be called only by the Board of Directors pursuant to a resolution
stating the purpose or purposes thereof approved by a majority of the Directors
then in office, by the Chairman of the Board or by the Chief Executive Officer.
The person or persons authorized to call special meetings of the Board of
Directors may fix the hour and time of the meetings.
 
            SECTION 3.04. Notice. Notice of any special meeting of Directors
shall be given to each Director at such person's business or residence in
writing by hand delivery, first-class or overnight mail or courier service,
telegram, facsimile or internet, orally by telephone or any other lawful means.
If mailed by first-class mail, such notice shall be deemed adequately delivered
when deposited in the United States mails so addressed, with postage thereon
prepaid, at least 3 days before such meeting. If by telegram, overnight mail or
courier service, such notice shall be deemed adequately delivered when the
telegram is delivered to the telegraph company or the notice is delivered to the
overnight mail or courier service company at least 24 hours before such meeting.
If by facsimile or internet transmission, such notice shall be deemed adequately
delivered when the notice is transmitted at least 24 hours before such meeting.
If by telephone, by hand delivery or by other lawful means, the notice shall be
given at least 24 hours prior to the time set for the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice of such meeting,
except for amendments to these By-laws, as provided under Section 8.01 of these
By-laws. A meeting may be held at any time without notice if all the Directors
are present (except when Directors attend for the express purpose of objecting,
at the beginning of the meeting, because it is not lawfully called or conveyed)
or if those not present waive notice of the meeting either before or after such
meeting.
 
            SECTION 3.05. Action By Consent of Board of Directors. 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
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Directors or committee, as the case may be, consent thereto in writing in
accordance with applicable law; provided, however, that such writing be filed
with the minutes of the Board of Directors.
 
            SECTION 3.06. Conference Telephone Meetings. Members of the Board of
Directors or any committee thereof may participate in a meeting of the Board of
Directors or such committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
 
            SECTION 3.07. Quorum. Subject to Article VII of the Certificate of
Incorporation, a whole number of Directors equal to at least a majority of the
Whole Board shall constitute a quorum for the transaction of business. If at any
meeting of the Board of Directors there shall be less than a quorum present, a
majority of the Directors present may adjourn the meeting from time to time
without further notice. The act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.
 
            SECTION 3.08. Executive and Other Committees. (a) The Board of
Directors may designate an Executive Committee to exercise, subject to
applicable provisions of law, all the powers of the Board of Directors in the
management of the business and affairs of the Corporation when the Board of
Directors is not in session, including without limitation the power to declare
dividends and to authorize the issuance of the Corporation's capital stock;
provided, however, the Executive Committee shall not have the power to amend the
Certificate of Incorporation, adopt an agreement of merger or consolidation,
recommend a sale of all or substantially all assets to shareholders, recommend
dissolution to stockholders or amend these By-laws. The Executive Committee and
each such other committee shall consist of one or more Directors. 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. Any such committee, other than the Executive Committee (the
powers of which are expressly provided for herein), may to the extent permitted
by law exercise such powers and shall have such responsibilities as shall be
specified in the designating resolution, but in no event shall any committee
have the power denied to the Executive Committee in this Section 3.08. In the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member. Each committee shall keep written minutes of its
proceedings and shall report such proceedings to the Board of Directors when
required.
 
            (b) A majority of any committee may determine its action and fix the
      hour and place of its meetings, unless the Board of Directors shall
      otherwise provide. Notice of such meetings shall be given to each member
      of the committee in the manner provided for in Section 3.04 of these
      By-laws. The Board of Directors
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                                                                               9
 
 
      shall have power at any time to fill vacancies in, to change the
      membership of, or to dissolve any such committee.
 
            (c) Nothing herein shall be deemed to prevent the Board of Directors
      from appointing one or more committees consisting in whole or in part of
      persons who are not Directors; provided, however, that no such committee
      shall have or may exercise any authority of the Board of Directors.
 
            SECTION 3.09. Records. The Board of Directors shall cause to be kept
a record containing the minutes of the proceedings of the meetings of the Board
of Directors and of the stockholders, appropriate stock books and registers and
such books of records and accounts as may be necessary for the proper conduct of
the business of the Corporation.
 
                                   ARTICLE IV
 
                                    Officers
 
            SECTION 4.01. Elected Officers. The elected officers of the
Corporation shall be a Chairman of the Board, a Chief Executive Officer, a
President, a Secretary and such other officers (including, without limitation,
Treasurer, Chief Financial Officer, Senior Vice Presidents and Executive Vice
Presidents and Vice Presidents) as the Board of Directors from time to time may
deem proper. The Chairman of the Board shall be chosen from among the Directors.
All officers elected by the Board of Directors shall each have such powers and
duties as generally pertain to their respective offices, subject to the specific
provisions of this Article IV. Such officers shall also have such powers and
duties as from time to time may be conferred by the Board of Directors or by any
committee thereof. The Board of Directors or any committee thereof may from time
to time elect, or the Chairman of the Board or President may appoint, such other
officers (including one or more Vice Presidents, Controllers, Assistant
Secretaries and Assistant Treasurers), as may be necessary or desirable for the
conduct of the business of the Corporation. Such other officers and agents shall
have such duties and shall hold their offices for such terms as shall be
provided in these By-laws or as may be prescribed by the Board of Directors or
such committee or by the Chairman of the Board or President, as the case may be.
 
            SECTION 4.02. Election and Term of Office. The elected officers of
the Corporation shall be elected annually by the Board of Directors at the
regular meeting of the Board of Directors held in conjunction with the annual
meeting of the stockholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as convenient. Each
officer shall hold office until such person's successor shall have been duly
elected and shall have been qualified or until such person's death or until he
shall resign or be removed pursuant to Section 4.09 of these By-laws.
 
            SECTION 4.03. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors and of
such committees of the Board of Directors of which he is a member, and may serve
as the
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Chief Executive Officer of the Corporation. The Chairman of the Board may also
serve as any other officer of the Corporation, if so elected by the Board of
Directors.
 
            SECTION 4.04. Chief Executive Officer. The Chief Executive Officer
shall be responsible for the general management of the affairs of the
Corporation and shall perform all duties incidental to such person's office
which may be required by law and all such other duties as are properly required
of him by the Board of Directors. He shall make reports to the Board of
Directors and the stockholders, and shall see that all orders and resolutions of
the Board of Directors and of any committee thereof are carried into effect. The
Chief Executive Officer, if he is also a Director, shall, in the absence of or
because of the inability to act of the Chairman of the Board, perform all duties
of the Chairman of the Board and preside at all meetings of stockholders and of
the Board of Directors.
 
            SECTION 4.05. President. The President shall act in a general
executive capacity, shall assist the Chief Executive Officer in the
administration and operation of the Corporation's business and general
supervision of its policies and affairs, and shall serve as the Chief Executive
Officer of the Corporation, if another person is not serving as Chief Executive
Officer.
 
            SECTION 4.06. Vice Presidents. Each Senior Vice President and
Executive Vice President and any Vice President shall have such powers and shall
perform such duties as shall be assigned to him by the Board of Directors or by
the Chief Executive Officer.
 
            SECTION 4.07. (a) Treasurer. The Treasurer shall exercise general
supervision over the receipt, custody and disbursement of corporate funds. The
Treasurer shall cause the funds of the Corporation to be deposited in such banks
as may be authorized by the Board of Directors, or in such banks as may be
designated as depositories in the manner provided by resolution of the Board of
Directors. The Treasurer shall have such further powers and duties and shall be
subject to such directions as may be granted or imposed from time to time by the
Board of Directors, the Chairman of the Board or the Chief Executive Officer.
 
            (b) The Treasurer may designate one or more Assistant Treasurers who
      shall have such of the authority and perform such of the duties of the
      Treasurer as may be assigned to them by the Board of Directors, the
      Chairman of the Board or the Treasurer. During the Treasurer's absence or
      inability, the Treasurer's authority and duties shall be possessed by such
      Assistant Treasurer(s) as the Board of Directors, the Chairman of the
      Board or the President may designate.
 
            SECTION 4.08. Secretary. The Secretary shall keep or cause to be
kept in one or more books provided for that purpose, the minutes of all meetings
of the Board of Directors, the committees of the Board of Directors and the
stockholders; the Secretary shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall be
custodian of the records and the seal of the Corporation and affix and attest
the seal to all stock certificates of the Corporation (unless
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the seal of the Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other documents
required to be executed on behalf of the Corporation under its seal and shall
see that the books, reports, statements, certificates and other documents and
records required by law to be kept and filed are properly kept and filed; and in
general, shall perform all the duties incident to the office of Secretary and
such other duties as from time to time may be assigned to the Secretary by the
Board of Directors, the Chairman of the Board or the Chief Executive Officer. At
the direction of the President of the Corporation, an Assistant Secretary, if
one has been appointed by the Board of Directors, may perform the functions of
the Secretary.
 
            SECTION 4.09. Removal. Any officer elected, or agent appointed, by
the Board of Directors may be removed by the affirmative vote of a majority of
the Board of Directors, in their sole and absolute discretion, with or without
cause. Any officer, or agent appointed by the Board of Directors, may be removed
by any Committee or Officer to which or to whom the Board of Directors has given
the power of removal. No elected officer shall have any contractual rights
against the Corporation for compensation by virtue of such election beyond the
date of the election of such person's successor, such person's death, such
person's resignation or such person's removal, whichever event shall first
occur, except as otherwise provided in an employment contract or under an
employee benefit plan.
 
            SECTION 4.10. Vacancies. The Board of Directors may fill a newly
created elected office or any vacancy in any elected office because of death,
resignation or removal for the unexpired portion of the term of such elected
office. Any vacancy in an office appointed by the Chairman of the Board or the
Chief Executive Officer because of death, resignation, or removal may be filled
by the Chairman of the Board or the Chief Executive Officer.
 
                                   ARTICLE V
 
                        Stock Certificates and Transfers
 
            SECTION 5.01. Stock Certificates and Transfers. The interest of each
stockholder of the Corporation shall be evidenced by certificates for shares of
stock in such form as the Corporation may from time to time prescribe. The
shares of the stock of the Corporation shall be transferred on the books of the
Corporation by the holder thereof in person or by such person's attorney, upon
surrender for cancelation of certificates for at least the same number of
shares, with an assignment and power of transfer endorsed thereon or attached
thereto, duly executed, with such proof of the authenticity of the signature as
the Corporation or its agents may reasonably require. The certificates of stock
shall be signed, countersigned and registered in such manner as the Board of
Directors may by resolution prescribe or as may otherwise be permitted by
applicable law, which resolution may permit all or any of the signatures on such
certificates to be in facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate has 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
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                                                                              12
 
 
the date of issue. Notwithstanding the foregoing provisions regarding share
certificates, the Corporation may provide that, subject to the rights of
stockholders under applicable law, some or all of any or all classes or series
of the Corporation's common or any preferred shares may be uncertificated
shares.
 
            SECTION 5.02. Lost, Stolen or Destroyed Certificates. No certificate
for shares of stock in the Corporation shall be issued in place of any
certificate alleged to have been lost, destroyed or stolen, except on production
of such evidence of such loss, destruction or theft and, if required by the
Board of Directors, on delivery to the Corporation of a bond of indemnity in
such amount, upon such terms and secured by such surety, as the Board of
Directors or any financial officer may in its or such person's discretion
require.
 
                                   ARTICLE VI
 
                            Miscellaneous Provisions
 
            SECTION 6.01. Fiscal Year. The fiscal year of the Corporation shall
be determined by a resolution adopted by the Board of Directors.
 
            SECTION 6.02. Dividends. The Board of Directors may from time to
time declare, and the Corporation may pay, dividends on its outstanding shares
in the manner and upon the terms and conditions provided by law and the
Certificate of Incorporation.
 
            SECTION 6.03. Seal. The corporate seal shall have inscribed thereon
the words "Corporate Seal," the year of incorporation and the word "Delaware."
 
            SECTION 6.04. Waiver of Notice. Whenever any notice is required to
be given to any stockholder or Director under the provisions of the DGCL, the
Certificate of Incorporation or these By-laws, a waiver thereof given in
accordance with applicable law shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at, nor the purpose of, any annual
or special meeting of the stockholders or the Board of Directors or committee
thereof need be specified in any waiver of notice of such meeting.
 
            SECTION 6.05. Audits. The accounts, books and records of the
Corporation shall be audited upon the conclusion of each fiscal year by an
independent certified public accountant selected by the Board of Directors, and
it shall be the duty of the Board of Directors to cause such audit to be done
annually.
 
            SECTION 6.06. Resignations. Any Director or any officer, whether
elected or appointed, may resign at any time by giving written notice of such
resignation to the Chairman of the Board, the Board of Directors, or the
Secretary, and such resignation shall be deemed to be effective as of the close
of business on the date said notice is received by the Chairman of the Board,
the Board of Directors, or the Secretary, or at such later time as is specified
therein. No formal action shall be required of the Board of Directors or the
stockholders to make any such resignation effective.
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                                                                              13
 
 
                                  ARTICLE VII
 
                            Contracts, Proxies, Etc.
 
            SECTION 7.01. Contracts. Except as otherwise required by law, the
Certificate of Incorporation, a Preferred Stock Designation, or these By-Laws,
any contracts or other instruments may be executed and delivered in the name and
on the behalf of the Corporation by such officer or officers of the Corporation
as the Board of Directors may from time to time direct. Such authority may be
general or confined to specific instances as the Board of Directors may
determine. The Chairman of the Board, the Chief Executive Officer, the President
or any Senior Vice President, Executive Vice President or Vice President may
execute bonds, contracts, deeds, leases and other instruments to be made or
executed or for or on behalf of the Corporation. Subject to any restrictions
imposed by the Board of Directors or the Chairman of the Board, the Chief
Executive Officer, the President or any Senior Vice President, Executive Vice
President or Vice President of the Corporation may delegate contractual powers
to others under such person's jurisdiction, it being understood, however, that
any such delegation of power shall not relieve such officer of responsibility
with respect to the exercise of such delegated power.
 
            SECTION 7.02. Proxies. The Board of Directors will appoint a person
or entity that shall be entitled to cast the votes which the Corporation may be
entitled to cast as the holders of stock or other securities in any other
entity, any of whose stock or other securities may be held by the Corporation,
at meetings of the holders of the stock or other securities of such other
entity, or to consent in accordance with applicable law, in the name of the
Corporation as such holder, to any action by such other entity, and may instruct
the person or persons so appointed as to the manner of casting such votes or
giving such consent, and may execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal or otherwise, all such
proxies or other instruments as he may deem necessary or proper in the premises;
provided, however, if the Board of Directors makes no such appointment, the
Chief Executive Officer, the President or a Vice President may cast such votes
in accordance with this Section.
 
                                  ARTICLE VIII
 
                                   Amendments
 
            SECTION 8.01. Amendments. The By-laws may be altered or repealed and
new By-laws may be adopted (a) at any annual or special meeting of stockholders
by the affirmative vote of the holders of a majority of the voting power of the
stock issued and outstanding and entitled to vote thereat, provided, however,
that any proposed alteration or repeal of, or the adoption of any By-law
inconsistent with, Section 2.02 or 2.07 of these By-laws by the stockholders
shall require the affirmative vote of the holders of at least 66-2/3% of the
voting power of all Voting Stock then outstanding, voting together as a single
class, and provided, further, however, that, in the case of any such stockholder
action at a special meeting of stockholders, notice of the proposed alteration,
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                                                                              14
 
 
repeal or adoption of the new By-law or By-laws must be contained in the notice
of such special meeting, or (b) by the affirmative vote of a majority of the
Whole Board.
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                                                                              15
 
 
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the
By-laws of BioVeris Corporation, a Delaware corporation, as in effect on the
date hereof.
 
Dated: September 22, 2003
 
 
/s/ Samuel J. Wohlstadter
-------------------------------
Name: Samuel J. Wohlstadter
Title: Chief Executive Officer