**Exhibit 3.2**

 

**RESTATED BYLAWS**

 

**OF**

 

**ADOLOR CORPORATION**

**(fka Opian Pharmaceutical, Inc.)**

 

**ARTICLE I**

 

**STOCKHOLDERS**

 

**1.1 Meetings.**

 

**1.1.1****Place.** Meetings of the stockholders shall be held at such place as may be designated by the board of directors. 

 

**1.1.2****Annual Meeting.** An annual meeting of thestockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors. 

 

**1.1.3****Special Meetings.** Special meetings of the stockholders may be called at any time by the president, or by a majority of themembers of the board of directors, or by the holders of a majority of the outstanding shares of Common Stock of the Company entitled to vote at the meeting. Only business within the purpose or purposes described in the notice or waiver thereofrequired by these bylaws may be conducted at a special meeting of the stockholders.****

 

**1.1.4****Notice of Meetings; Waiver.** Written or printed notice of the place, date and hour of the meeting of the stockholders, and, in the case of a special meeting, the purpose or purposes for whichsuch meeting is called, shall be delivered not less than ten nor more than sixty days prior to the meeting, by or at the direction of the board of directors or person calling the meeting. No notice of any meeting of stockholders need be given to anystockholder who submits a signed waiver of notice, whether before or after the meeting. 

 

**1.1.5****Quorum and Required Vote.** A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders. Except as otherwiserequired by law or by the Certificate of Incorporation or by these Bylaws, the vote of a majority of the shares represented in person or by proxy at the meeting at which a quorum is present shall be sufficient for the transaction of any business atsuch meeting. 

 

**1.1.6****Voting Rights.** Exceptas otherwise provided herein, in the certificate of incorporation or by law, every stockholder shall have the right at every meeting of stockholders to one vote for every share standing in the name of such stockholder on the books of the Companywhich is entitled to vote at such meeting. Every stockholder may vote either in person or by proxy. 

**ARTICLE II**

 

**DIRECTORS**

 

**2.1****Number and Term.** The number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of theentire board of directors, but shall consist of not less than five (5) directors nor more than nine (9) directors. The directors, other than those who may be elected by the holders of any series of Preferred Stock, if any, shall be divided intothree classes, designated Classes I, II and III, which shall be as nearly equal in number as possible. Directors of Class I shall be elected to hold office for an initial term expiring at the annual meeting of stockholders to be held in 2002,directors of Class II shall be elected to hold office for an initial term expiring at the annual meeting of stockholders to be held in 2003, and directors of Class III shall be elected to hold office for an initial term expiring at the annualmeeting of stockholders to be held in 2004. At each succeeding annual meeting of stockholders following such initial classification and election, the respective successors of each class shall be elected for three year terms. Each director (wheneverelected) shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, insanity, retirement, resignation or removal. Directors need not be residents of the State of Delaware. 

 

**2.2 Election; Resignations; Removal.**

 

**2.2.1****Election.**Except as otherwise provided inSections 2.1 and 2.2.3 of these bylaws, the directors shall be elected at each annual meeting of the stockholders. If the annual meeting for the election of directors is not held on the date designated therefor, the directors shall cause the meetingto be held as soon thereafter as convenient. At each meeting of the stockholders for the election of directors, provided a quorum is present, the directors shall be elected by a plurality of the votes validly cast in such election. 

 

**2.2.2****Resignations.** Any director may resign at any time.Such resignation shall be made in writing, signed by such director, to the Company and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Chairman of the Board or the Secretary. 

 

**2.2.3****Removal of Directors.** Any director may beremoved at any time, but only for cause upon the affirmative vote of the holders of a majority of the combined voting power of the then outstanding stock of the Company entitled to vote generally in the election of directors at any meeting of suchstockholders, including meetings called expressly for that purpose, and at which a quorum of stockholders is present. Any vacancy in the board of directors caused by any such removal shall be filled at such meeting by the stockholders entitled tovote for the election of the director so removed. 

 

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**2.3 Meetings.**

 

**2.3.1****Place.** Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of themeeting. 

 

**2.3.2****Regular Meetings.** Regularmeetings of the board of directors shall be held at such times as the board may designate. Notice of regular meetings need not be given. 

 

**2.3.3****Special Meetings.** Special meetings of the board may be called by direction of the president or by any two members of the board,in either case on one day’s notice to each director, either personally or by mail, telegram or facsimile transmission. 

 

**2.3.4****Quorum.** A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

 

**2.3.5****Voting.** Except as otherwiseprovided herein, in the certificate of incorporation or by law, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the act of the board of directors. 

 

**2.3.6****Committees.** The board of directors may, byresolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board. Unless otherwise provided hereinor unless inconsistent with the provisions of the applicable committee charter, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or notsuch member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Except as otherwise provided herein, in the certificate of incorporation or by law,any such committee shall have and may exercise the powers of the full board of directors to the extent provided in the resolution of the board directing the committee. 

 

**ARTICLE III**

 

**OFFICERS**

 

**3.1****Election.** At its first meeting after each annual meeting of the stockholders, the board of directors shall elect a president, treasurer,secretary and such other officers as it deems advisable. 

 

**3.2****Authority, Duties and Compensation.** The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. Except as otherwise provided by boardresolution, (i) the president shall be the chief executive officer of the Company, shall have general supervision over the business and operations of the Company, may perform any act and execute any instrument for the conduct of such business andoperations and shall preside at all meetings of the board and stockholders, (ii) the other officers shall have the duties customarily related to their respective offices, and (iii) any vice president, or vice presidents in the order determined bythe board, shall in the absence of the president have the authority and perform the duties of the president. 

 

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**ARTICLE IV**

 

**INDEMNIFICATION**

 

**4.1****Right to Indemnification.** The Company shall indemnify any person who was or is party or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that such person is or was a director or officer of the Company or a constituent corporationabsorbed in a consolidation or merger, or is or was serving at the request of the Company or a constituent corporation absorbed in a consolidation or merger, as a director or officer of another corporation, partnership, joint venture, trust or otherenterprise, or is or was a director or officer of the Company serving at its request as an administrator, trustee or other fiduciary of one or more of the employee benefit plans of the Company or other enterprise, against expenses (includingattorneys’ fees), liability and loss actually and reasonably incurred or suffered by such person in connection with such proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or completed proceedingby or in the right of the Company, except to the extent that such indemnification is prohibited by applicable law. 

 

**4.2****Advance of Expenses.** Expenses incurred by a director or officer of the Company in defending a proceeding shall be paid by the Company in advanceof the final disposition of such proceeding subject to the provisions of any applicable statute. 

 

**4.3****Procedure for Determining Permissibility.** To determine whether any indemnification or advance of expenses under this Article IV is permissible, the board of directors by a majority vote of aquorum consisting of directors not parties to such proceeding may, and on request of any person seeking indemnification or advance of expenses shall be required to, determine in each case whether the applicable standards in any applicable statutehave been met, or such determination shall be made by independent legal counsel if such quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, provided that, if there has been a change incontrol of the Company between the time of the action or failure to act giving rise to the claim for indemnification or advance of expenses and the time such claim is made, at the option of the person seeking indemnification or advance of expenses,the permissibility of indemnification or advance of expenses shall be determined by independent legal counsel. The reasonable expenses of any director or officer in prosecuting a successful claim for indemnification, and the fees and expenses of anyspecial legal counsel engaged to determine permissibility of indemnification or advance of expenses, shall be borne by the Company. 

 

**4.4****Contractual Obligation.** The obligations of the Company to indemnify a director or officer under this Article IV, including the duty to advanceexpenses, shall be considered a contract between the Company and such director or officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director or officer, such obligations of the Companyin connection with a claim based on any act or failure to act occurring before such modification or repeal. 

 

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**4.5****Indemnification Not Exclusive; Inuring of Benefit.** The indemnification and advance of expensesprovided by this Article IV shall not be deemed exclusive of any other right to which one indemnified may be entitled under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinteresteddirectors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

 

**4.6****Insurance and Other Indemnification.** The board ofdirectors shall have the power to (i) authorize the Company to purchase and maintain, at the Company’s expense, insurance on behalf of the Company and on behalf of others to the extent that power to do so has not been prohibited by statute,(ii) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure any of its indemnification obligations, and (iii) give other indemnification to the extent permitted by statute. 

 

**ARTICLE V**

 

**TRANSFER OF SHARE CERTIFICATES**

 

Transfers of share certificates and the shares represented thereby shall bemade on the books of the Company only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates. 

 

**ARTICLE VI**

 

**AMENDMENTS**

 

These bylaws may be amended or repealed at any regular or special meeting of the board of directors by vote of a majority of all directors in office or atany annual or special meeting of stockholders by vote of holders of a majority of the outstanding stock entitled to vote. Notice of any such annual or special meeting of stockholders shall set forth the proposed change or a summary thereof.

 

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