Exhibit3.2AMENDED AND RESTATED BY-LAWSOFTOPSPIN MEDICAL, INC.1. OFFICES:     1.1. The Corporation may have an office or offices at such places as the Board of Directorsmay from time to time designate.2. MEETING OF STOCKHOLDERS:     2.1. The annual meeting of stockholders for the election of directors shall be held at suchtime and date as may be fixed by the Board of Directors.     2.2. Special meetings of the stockholders may be called at any time by the General Manager andshall be called by the General Manager or secretary on the request in writing or by vote of amajority of the directors or at the request in writing of stockholders of record owning a majorityin amount of the capital stock outstanding and entitled to vote.     2.3. All meetings of the stockholders may be held at such place or places, within or withoutthe State of Delaware, as may from time to time be fixed by the Board of Directors or as specifiedand fixed in the respective notices or waiver of notice thereof.3. DIRECTORS:     3.1. The property and business of the Corporation shall be managed by or under the directionof its Board of Directors, consisting of no less than two and no more than eight directors, asdetermined from time to time by resolution of the Board of Directors. The Board of Directors shallconsist of eight directors until otherwise determined.     3.2. The directors shall hold office until the next annual election and until their successoris elected and qualified. Directors shall be elected by the stockholders, except that vacancies inthe Board by reason of death, resignation or otherwise and newly created directorships may befilled for the unexpired term by the remaining directors, though less than a quorum, by a majorityvote.4. POWER OF DIRECTORS:     4.1. The Board of Directors shall have such general and specific powers as are conferred uponcorporations by the General Corporation Law of the State of Delaware, as amended from time to time,subject only to the provisions of the statutes, Certificate of Incorporation, and these By-Laws,which may restrict or deny such powers.
 

 
5. MEETING OF DIRECTORS:     5.1. After each annual election of directors, the newly elected directors may meet for thepurpose of organization, the election of officers, and the transaction of other business, at suchplace and time as shall be fixed by the stockholders at the annual meeting, and if a majority ofthe directors be present at such place and time, no prior notice of such meeting shall be requiredto be given to the directors. The place and time of such meeting may also be fixed by writtenconsent of the directors. Regular meetings of the directors may be held without notice at suchtime and at such place as shall from time to time be determined by the Board of Directors.     5.2. Special meetings of the directors may be called by the General Manager on five (5) daysnotice in writing or on two (2) days notice by telephone to each director and shall be called bythe General Manager in like manner on the written request of two directors.     5.3. Special meetings of the directors may be held within or without the State of Delaware atsuch place as is indicated in the notice or waiver of notice thereof.     5.4. A majority of the directors shall constitute a quorum, but a smaller number may adjournfrom time to time, without further notice, until a quorum is secured.6. EXECUTIVE AND OTHER COMMITTEES:     6.1. The Board of Directors may designate an executive committee and one or more othercommittees each to consist of one or more of the directors of the Corporation.     6.2. The executive committee shall not have authority to make, alter or amend the By-Laws,but, subject to applicable laws, shall exercise all other powers of the Board of Directors betweenthe meetings of said Board, except the power to fill vacancies in their own membership, whichvacancies shall be filled by the Board of Directors.     6.3. The executive committee and such other committees shall meet at stated times or on noticeto all by any of their own number. They shall fix their own rules of procedure. A majority shallconstitute a quorum, but the affirmative vote of a majority of the whole committee shall benecessary in every case.     6.4. Such other committees shall have and may exercise the powers of the Board of Directors tothe extent as provided in such resolution or resolutions.7. OFFICERS OF THE CORPORATION:     7.1. The officers of the Corporation may be a Chairman of the Board, General Manager, one ormore vice-presidents, secretary, Chief Financial Officer, and such other officers as may from timeto time be chosen by the Board of Directors. The officers of the Corporation shall hold officeuntil their successors are chosen and qualify in their stead. Any officer chosen or appointed bythe Board of Directors may be removed either with or
 

 
without cause at any time by the affirmative vote of a majority of the whole Board ofDirectors. If the office of any officer or officers becomes vacant for any reason, the vacancyshall be filled by the affirmative vote of a majority of the whole Board of Directors.8. GENERAL MANAGER:     8.1. The General Manager shall have the duties and powers customarily vested in the office ofthe President of a Delaware corporation. Without limiting the foregoing, the General Manager shallbe the chief executive officer of the Corporation. It shall be the General Manager’s duty topreside at all meetings of the stockholders; to have general and active management of the businessof the Corporation; to see that all orders and resolutions of the Board of Directors are carriedinto effect; to execute all contracts, agreements, deeds, bonds, mortgages and other obligationsand instruments, in the name of the Corporation, and to affix the corporate seal thereto whenauthorized by the Board of Directors or the executive committee.     8.2. The General Manager shall report to the Chairman of the Board, shall have the generalsupervision and direction of the other officers of the Corporation, and shall see that their dutiesare properly performed.9. VICE PRESIDENT:     9.1. The Vice-Presidents shall be vested with such duties as may be prescribed by the Board ofDirectors.10. GENERAL MANAGER PRO TEM:     10.1. In the absence or disability of the General Manager, the Board may appoint from theirown number a General Manager pro tem.11. SECRETARY:     11.1. The Secretary shall attend all meetings of the Corporation, the Board of Directors, theexecutive committee and standing committees. He shall act as clerk thereof and shall record all ofthe proceedings of such meetings in a book kept for that purpose. He shall give proper notice ofmeetings of stockholders and directors and shall perform such other duties as shall be assigned tohim by the General Manager or the Board of Directors.12. CHIEF FINANCIAL OFFICER:     12.1. The Chief Financial Officer shall have custody of the funds and securities of theCorporation and shall keep full and accurate accounts of receipts and disbursements in booksbelonging to the Corporation and shall deposit all moneys and other valuable effects in the nameand to the credit of the Corporation in such depositories as may be designated by the Board ofDirectors.
 

 
     12.2. He shall disburse the funds of the Corporation as may be ordered by the Board, executivecommittee or General Manager, taking proper vouchers for such disbursements, and shall render tothe General Manager and directors, whenever they may require it, an account of all his transactionsas Chief Financial Officer, and of the financial condition of the Corporation, and at the regularmeeting of the Board next preceding the annual stockholders’ meeting, a like report for thepreceding year.     12.3. He shall keep an account of stock registered and transferred in such manner and subjectto such regulations as the Board of Directors may prescribe.     12.4. He shall give the Corporation a bond, if required by the Board of Directors, in such sumand in form and with security satisfactory to the Board of Directors for the faithful performanceof the duties of his office and the restoration to the Corporation, in case of his death,resignation or removal from office, of all books, papers, vouchers, money and other property ofwhatever kind in his possession, belonging to the Corporation. He shall perform such other dutiesas the Board of Directors or executive committee may from time to time prescribe or require.13. DUTIES OF OFFICERS MAY BE DELEGATED:     13.1. In case of the absence or disability of any officer of the Corporation or for any otherreason deemed sufficient by a majority of the Board, the Board of Directors may delegate his powersor duties to any other officer or to any director for the time being.14. CERTIFICATES OF STOCK:     14.1. Certificates of stock shall be signed by the Chairman of the Board, the General Manageror any Vice-President and either by the Chief Financial Officer, or Secretary. If a certificate ofstock be lost or destroyed, another may be issued in its stead upon proof of loss or destructionand the giving of a satisfactory bond of indemnity in an amount sufficient to indemnify theCorporation against any claim. A new certificate may be issued without requiring bond when, in thejudgment of the directors, it is proper to do so.15. TRANSFER OF STOCK:     15.1. Upon surrender to the Corporation or the transfer agent of the Corporation of acertificate for shares duly endorsed or accompanied by proper evidence of succession, assignationor authority to transfer, it shall be the duty of the Corporation to issue a new certificate to theperson entitled thereto, cancel the old certificate and record the transaction on its books.16. STOCKHOLDERS OF RECORD:     16.1. The Corporation shall be entitled to treat the holder of record of any share or sharesof stock as the holder in fact thereof and accordingly shall not be bound to
 

 
recognize any equitable or other claim to or interest in such share on the part of any otherperson whether or not it shall have express or other notice thereof, save as expressly provided bythe laws of Delaware.17. FISCAL YEAR:     17.1. The fiscal year of the Corporation shall be determined by the Board of Directors.18. DIVIDENDS:     18.1. Dividends upon the capital stock may be declared by the Board of Directors at anyregular or special meeting and may be paid in cash or property or in shares of the capital stock.The directors may set apart out of any of the funds of the Corporation available for dividends areserve or reserves for any proper purposes and may alter or abolish any such reserve or reserves.19. CHECKS FOR MONEY:     19.1. All checks, drafts or orders for the payment of money shall be signed by the ChiefFinancial Officer or by such other officer or officers as the Board of Directors may from time totime designate. No check shall be signed in blank.20. BOOKS AND RECORDS:     20.1. The books, records and accounts of the Corporation except as otherwise required by thelaws of the State of Delaware, may be kept within or without the State of Delaware, at such placeor places as may from time to time be designated by the By-Laws or by resolution of the directors.21. NOTICES:     21.1. Except as otherwise specifically provided herein or required by law, all noticesrequired to be given to any stockholder, director, officer, employee or agent shall be in writingand may in every instance be effectively given by hand delivery to the recipient thereof, bydepositing such notice in the mails, postage paid, or by sending such notice by facsimiletransmission. Any such notice shall be addressed to such stockholder, director, officer, employeeor agent at his or her last known address as the same appears on the books of the Corporation. Thetime when such notice is received, if hand delivered, or dispatched, if delivered through the mailsor by facsimile transmission, shall be the time of the giving of the notice.     21.2. A written waiver of any notice, signed by a stockholder, director, officer, employee oragent, whether before or after the time of the event for which notice is to be given, shall bedeemed equivalent to the notice required to be given to such stockholder, director, officer,employee or agent. Neither the business nor the purpose of any meeting need be specified in such awaiver.
 

 
22. AMENDMENT:     22.1. These By-Laws may be amended, altered, repealed or added to at any regular meeting ofthe stockholders or Board of Directors or at any special meeting called for that purpose, byaffirmative vote of a majority of the stock issued and outstanding and entitled to vote or of amajority of the whole board of directors, as the case may be.23. INDEMNIFICATION:     23.1. Right to Indemnification:          23.1.1. Each person who was or is a party or is threatened to be made a party to or isinvolved in any action, suit or proceeding, whether civil, criminal, administrative orinvestigative (“Proceeding”), including without limitation Proceedings by or in the right of theCorporation to procure a judgment in its favor, by reason of the fact that he or she or a personfor whom he or she is the legal representative is or was a director or officer, employee or agentof the Corporation or is or was serving at the request of the Corporation as a director or officer,employee or agent of another corporation, or of a partnership, joint venture, trust or otherenterprise, including service with respect to employee benefit plans, whether the basis of suchProceeding is alleged action in an official capacity as a director, officer, employee or agent orin any other capacity while serving as a director, officer, employee or agent, shall be indemnifiedand held harmless by the Corporation to the fullest extent authorized by the General CorporationLaw of the State of Delaware, as the same exists or may hereafter be amended (but, in the case ofany such amendment, only to the extent such amendment permits the Corporation to provide broaderindemnification rights than said law permitted the Corporation to provide prior to such amendment)against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excisetaxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered bysuch person in connection therewith. Such right shall be a contract right and shall include theright to be paid by the Corporation for expenses incurred in defending any such Proceeding inadvance of its final disposition; provided, however, that the payment of such expenses incurred bya director or officer of the Corporation in his or her capacity as a director or officer (and notin any other capacity in which service was or is rendered by such person while a director orofficer, including, without limitation, service to an employee benefit plan) in advance of thefinal disposition of such Proceeding, shall be made only upon delivery to the Corporation of anundertaking, by or on behalf of such director or officer, to repay all amounts so advanced if itshould be determined ultimately that such director or officer is not entitled to be indemnifiedunder this section or otherwise.     23.2. Right of Claimant to Bring Suit:          23.2.1. If a claim under Section 23.1 is not paid in full by the Corporation within ninety(90) days after a written claim has been received by the Corporation, the claimant may at any timethereafter bring suit against the Corporation to recover the unpaid amount of the claim, and ifsuccessful in whole or in part, the claimant shall be entitled to be paid also the expense ofprosecuting such claim. It shall be a defense to any
 

 
such action (other than an action brought to enforce a claim for expenses incurred indefending any Proceeding in advance of its final disposition where the required undertaking hasbeen tendered to the Corporation) that the claimant has not met the standards of conduct which makeit permissible under the General Corporation Law of the State of Delaware for the Corporation toindemnify the claimant for the amount claimed, but the burden of proving such defense shall be onthe Corporation. Neither the failure of the Corporation (including its Board of Directors,independent legal counsel, or its stockholders) to have made a determination prior to thecommencement of such action that indemnification of the claimant is proper in the circumstancesbecause he or she has met the applicable standard of conduct set forth in the General CorporationLaw of the State of Delaware, nor an actual determination by the Corporation (including its Boardof Directors, independent legal counsel, or its stockholders) that the claimant had not met suchapplicable standard of conduct, shall create a presumption that claimant had not met the applicablestandard of conduct.     23.3. Non-Exclusivity of Rights:          23.3.1. The rights conferred by Sections 23.1 and 23.2 shall not be exclusive of any otherright which such person may have or hereafter acquire under any statute, provision of theCertificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors orotherwise.     23.4. Insurance:          23.4.1. The Corporation may maintain insurance, at its expense, to protect itself and any suchdirector, officer, employee or agent of the Corporation or another corporation, partnership, jointventure, trust or other enterprise against any such expense, liability or loss, whether or not theCorporation would have the power to indemnify such person against such expense, liability or lossunder the General Corporation Law of the State of Delaware.DATED: November 8, 2007