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EXHIBIT 3(ii).6
MINIMED INC.
AMENDMENT TO BYLAWS
ADOPTED OCTOBER 13, 1999
The Bylaws of the Company hereby are amended as follows:
1. Section 2.02 of Article II hereby is restated in its entirety as follows:
"Section 2.02. Special Meetings. A special meeting of the stockholders
for the transaction of any proper business may be called at any time by the
Board."
2. The first clause of the fourth sentence of Section 2.09 is hereby amended and
restated as follows:
"To be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation, not less than 90
days nor more than 120 days prior to the meeting; provided, however, that in the
event that less than 100 days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made."
3. The first clause of the fourth sentence of Section 2.10 regarding notice of
stockholder nominees for Director hereby is amended and restated to read as
follows:
"To be timely, a stockholder's notice shall be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
90 days nor more than 120 day prior to the meeting; provided, however, that in
the event that less than 100 days' notice or prior public disclosure of the date
of the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made."
/s/ Eric S. Kentor
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Eric S. Kentor
Secretary