LIMITED LIABILITY COMPANY AGREEMENT OF LEINER HEALTH PRODUCTS, LLC (Dated as of February 26, 2002)

Exhibit 3.4

XXXXXX HEALTH PRODUCTS, LLC

(Dated as of February 26, 2002)

This Limited Liability Company Agreement (this “Agreement”) of Xxxxxx Health Products, LLC, is entered into by Xxxxxx Health Products Inc., a Delaware corporation, as the sole member (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

ARTICLE I

NAME, PURPOSE, ETC.

1.1. Name. The name of the limited liability company hereby formed is XXXXXX HEALTH PRODUCTS, LLC (the “Company”). The Company may do business under that name and, as permitted by applicable law, under any other name determined from time to time by the Member.

1.2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

1.3. Term. The term of the Company commences on the date the Certificate of Formation is filed in the office of the Secretary of State of the State of Delaware and shall continue until the Company is dissolved pursuant to the provisions of Section 5.1 of this Agreement.

1.4. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000. The Company may also have offices at such other places within or without the State of Delaware as the Member may from time to time designate or the business of the Company may require.

1.5. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.

1.6. Qualification in Other Jurisdictions. Any authorized person of the Company shall execute, deliver and file any certificates (and any amendments and/or restatements

thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

1.7. Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) shall end on March 31.

ARTICLE II

BOARD OF DIRECTORS

2.1. Generally. The business and affairs of the Company shall be managed by or under the direction of a committee of the Company (the “Board”) consisting of at least three natural persons designated as directors (the “Directors”) as provided below. The Board shall have discretion to manage and control the business and affairs of the Company, to make decisions affecting the business and affairs of the Company, and to take actions as it deems necessary or appropriate to accomplish the purposes of the Company and to exercise all of the power and authority that limited liability companies may take under the Act, provided, however, that there shall be reserved to the Member the powers that, under the Delaware General Corporation Law, are reserved to the stockholders of a corporation organized under laws of the State of Delaware.

2.2. Election of Board. The Directors shall be chosen by the Member. The initial Directors of the Company will be as set forth on Annex A hereto. Each Director shall hold office until a successor is selected by the Member or until such Director’s death, resignation or removal. Each Director is hereby designated as a “manager” (within the meaning of the Act) of the Company.

2.3. Meetings of the Board. The Board shall meet from time to time to discuss the business of the Company. The Board may hold meetings either within or without the State of Delaware. Meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board or the Member. Any Director may call a meeting of the Board on three days’ notice to each other Director, either personally, by telephone, by facsimile or by any other similarly timely means of communication.

2.4. Quorum and Acts of the Board. At all meetings of the Board, a majority of the Directors then in office shall constitute a quorum for the transaction of business. Except as otherwise provided in this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if a majority of the members of the Board or 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 or committee.

2.5. Electronic Communications. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other, and such participation in a meeting shall constitute presence in person at the meeting.

2.6. Committees of Directors. The Board may, by resolution passed by unanimous consent of the Directors, designate one or more committees. Such resolution shall specify the duties and quorum requirements of such committees, each such committee to consist of one or more of the Directors. The Board 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 a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

2.7. Compensation of Directors. The Board shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at such meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as Director. No such payment shall preclude any Director from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. No Director who is an employee of the Member or the Company shall receive compensation for his or her service as a Director.

2.8. Resignation. Any Director may resign at any time by giving written notice to the Company. The resignation of any Director shall take effect upon receipt of such notice or at such later time as shall be specified in the notice; and, unless otherwise specified in the notice, the acceptance of the resignation by the Company, the Members or the remaining Directors shall not be necessary to make it effective.

2.9. Removal of Directors. If at any time the Member desires to remove, with or without cause, any Director, the Member shall have the power to take all such actions promptly as shall be necessary or desirable to cause the removal of such Director. Any vacancy caused by any such removal may be filled in accordance with Section 2.10.

2.10. Vacancies. If any vacancies shall occur in the Board, by reason of death, resignation, removal or otherwise, the Directors then in office shall continue to act, and such vacancies may be filled by a majority of the Directors then in office, although less than a quorum. A Director selected to fill a vacancy shall hold office until his or her

successor has been selected and qualified or until his or her earlier death, resignation or removal.

2.11. Directors as Agents. The Directors, to the extent of their powers set forth in this Agreement, are agents of the Company for the purpose of the Company’s business, and the actions of the Directors taken in accordance with such powers shall bind the Company.

ARTICLE III

OFFICERS

3.1. Executive Officers. The officers of the Company shall be a Chairman of the Board of Directors, a President, a Treasurer and a Secretary, all of whom shall be elected annually by the Board, and shall hold office during the pleasure of the Board. In addition, the Board may elect one or more Senior or Executive Vice Presidents, Vice Presidents, Assistant Treasurers, or Assistant Secretaries. All vacancies occurring among any of the officers shall be filled by the Board. Any officer may be removed and/or replaced at any time by the affirmative vote of a majority of the Directors present at a regular meeting of Directors or at a special meeting of Directors called for the purpose. The initial officers of the Company will be as set forth on Annex B hereto.

3.2. Other Officers. The Board may appoint, remove and replace such other officers, including assistant officers and agents, with such powers and duties as it shall deem necessary. The Board may by resolution authorize the President to appoint and remove such other officers.

3.3. The Chairman of the Board. The Chairman of the Board of Directors, if one be elected, shall preside when present at all meetings of the Board of Directors, and he or she shall have and perform such other duties as from time to time may be assigned by the Board of Directors, or the Executive Committee, if any.

3.4. The Chief Executive Officer. The Chief Executive Officer shall be selected from among the directors and shall exercise powers and perform duties as shall be prescribed by the Board.

3.5. The President. The President shall be selected from among the directors and shall exercise powers and perform duties as shall be prescribed by the Board.

3.6. The Senior or Executive Vice Presidents and the Vice Presidents. The Senior or Executive Vice President, if any, and the Vice President, if any, shall exercise such powers and perform such duties as shall be prescribed by the Board.

3.7. The Treasurer. The Treasurer shall have custody of all funds, securities and evidences of indebtedness of the Company; shall receive and give receipts and acquittances for moneys paid in on account of the Company, and shall pay out of the funds on hand all bills, payrolls, and other just debts of the Company, of whatever nature, upon maturity; shall enter regularly in books to be kept by him for that purpose, full and accurate accounts of all moneys received and paid out by the Treasurer on account of the

Company, and shall perform all other duties incident to the office of Treasurer and as may be prescribed by the Board.

3.8. The Secretary. The Secretary shall keep the minutes of all proceedings of the Board of Directors; shall attend to the giving and serving of all notices to the Directors or other notice required by law, or by this Agreement; shall affix the seal of the Company to deeds, contracts and other instruments in writing requiring a seal, when duly signed or when so ordered by the Board of Directors; shall have charge of the certificate books and stock books and such other books and papers as the Board may direct, and shall perform all other duties incident to the office of Secretary.

3.9. Reliance by Third Parties. Any Person dealing with the Company or any Officer may rely upon a certificate signed by the President, Secretary or any Vice President as to:

(a) the identity of the President or any Member, Director, or other Officer;

(b) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the President, any other Officer, a Director, or the Board, or which are in any other manner germane to the affairs of the Company;

(d) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or any Member.

ARTICLE IV

CAPITAL CONTRIBUTIONS AND DISTRIBUTIONS

4.1. Additional Contributions. The Member shall have the right, but not the obligation, to make capital contributions to the Company in the form of cash, services or otherwise, at the times and in the amounts determined by the Member.

4.2. Distributions. Distributions may be made to the Member at the times and in the aggregate amounts determined by the Board.

ARTICLE V

DISSOLUTION, ASSIGNMENT, TRANSFER

5.1. Dissolution. The Company shall be dissolved upon the earliest to occur of any of the following: (a) the sale, transfer or other disposition of all the assets of the Company, (b) the decision of the Member to dissolve the Company or (c) the entry of a decree of judicial dissolution under § 18-802 of the Act.

5.2. Assignments. The Member shall be permitted to transfer all or any portion of its interest in the Company.

5.3. Resignation. The Member may only resign from the Company if it has transferred all of its interest in the Company to another person or entity.

5.4. No Additional Members. No additional members may be admitted to the Company.

ARTICLE VI

LIABILITY, EXCULPATION, INDEMNIFICATION

6.1. Liability of the Member. (a) Except as otherwise provided by the Act or herein, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

(b) Neither the Member nor any of its or the Company’s directors, officers, employees, shareholders, agents or representatives (each, a “Covered Person”), shall be liable to the Company for any loss, liability, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company, except that a Covered Person shall be liable for any loss, liability, damage or claim incurred by reason of such Covered Person’s willful misconduct.

6.2. Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company, a Covered Person acting under this Agreement shall not be liable to the Company for such Covered Person’s good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person. Whenever in this Agreement a Covered Person is permitted or required to make decisions in good faith, the Covered Person shall act under such standard and shall not be subject to any other or different standard imposed by this Agreement or any relevant provisions of law or in equity or otherwise.

(b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within such person’s or entity’s professional or expert competence.

6.3. Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s willful misconduct with respect to such acts or omissions; provided, that any indemnity

under this Section 6.3 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

6.4. Expenses. To the extent permitted by applicable law, expenses (including reasonable attorneys’ fees, disbursements, fines and amounts paid in settlement) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding relating to or arising out of their performance of their duties on behalf of the Company may, from time to time and at the discretion of the Board, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined that the Covered Person is not entitled to be indemnified as authorized in Section 6.3.

ARTICLE VII

MISCELLANEOUS

7.1. Amendment, Waiver, Etc. This Agreement may not be amended or supplemented, and no waiver of or consent to departures from the provisions hereof shall be effective, unless set forth in a writing signed by the Member.

7.2. Binding Effect. This Agreement shall be binding upon and inure to the benefit of all parties hereto and their successors and permitted assigns.

7.3. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

7.4. Integration. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

7.5. No Third-Party Beneficiaries. Except as provided in Article VI with respect to the exculpation and indemnification of Covered Persons, nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their successors and permitted assigns.

7.6. Certificates. (a) General. The Member shall be entitled to a certificate representing its interest in the Company, in such form as may from time to time be prescribed by the Board. Such certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been place on such certificate shall have ceased to be an officer of the Company before such certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The certificate shall contain a legend with respect to any restrictions on transfer.

(b) Application of Article 8 of the Uniform Commercial Code. The Company hereby irrevocably elects that all interests in the Company shall be securities governed by

Article 8 of the Uniform Commercial Code in effect in the State of Delaware. Each certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a membership interest in XXXXXX HEALTH PRODUCTS, LLC and shall be a security for purposes of Article 8 of the Uniform Commercial Code in effect in the State of Delaware.”

No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

7.7. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.


XXXXXX HEALTH PRODUCTS INC.

By:		/s/ Xxxxxx X. Xxxxxxxx
		Name: Xxxxxx X. Xxxxxxxx
		Title: Chief Executive Officer

Annex A

Directors of the Company

Xxxxxx X. Xxxxxxxx

Xxxx X. Xxxxxxxxx

Xxxxxxx X. Xxxxx, Xx.

Annex B

Officers of the Company


Xxxxxx X. Xxxxxxxx		Chief Executive Officer

Xxxx X. Xxxxxxxxx		President

Xxxxxx X. Xx Xxxxxxxx		Executive Vice President—Sales and Marketing

Xxxxx X. Xxxxxxx		Executive Vice President—General Manager

Xxxxxxx Xxxxx		Executive Vice President—Chief Operating Officer

Xxxxxx X. Xxxxxxxx		Chief Financial Officer

A. Xxxxxx Xxxxxxxx		Vice President—Treasurer

Xxxxxx X. Xxxxxxx		Secretary

Xxxxxxx Xxxx		Senior Vice President

Xxxxxx Xxxxxxx		Senior Vice President—Strategic Cost Management

Xxxxxxx Xxxxxxxxx		Vice President—Marketing Services

Xxxx Xxxxx		Senior Vice President—Human Resources

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LIMITED LIABILITY COMPANY AGREEMENT OF LEINER HEALTH PRODUCTS, LLC (Dated as of February 26, 2002)

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