**EXHIBIT 3.2****AMENDED AND RESTATED BYLAWS****OF****SIRNA THERAPEUTICS, INC.**(A Delaware corporation)(Amended as of February 22, 2006)ARTICLE ISTOCKHOLDERS1. CERTIFICATES REPRESENTING STOCK.(a) Every holder of stock in the Corporation shall be entitled to have a certificate signed by, orin the name of, the Corporation by the Chairman or Vice-Chairman of the Board of Directors, if any,or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or theSecretary or an Assistant Secretary of the Corporation representing the number of shares owned bysuch person in the Corporation. If such certificate is countersigned by a transfer agent other thanthe Corporation or its employee or by a registrar other than the Corporation or its employee, anyother signature on the certificate may be a facsimile. In case any officer, transfer agent, orregistrar who has signed or whose facsimile signature has been placed upon a certificate shall haveceased to be such officer, transfer agent or registrar before such certificate is issued, it may beissued by the Corporation with the same effect as if such person were such officer, transfer agentor registrar at the date of issue.(b) Whenever the Corporation shall be authorized to issue more than one class of stock or more thanone series of any class of stock, and whenever the Corporation shall issue any shares of its stockas partly paid stock, the certificates representing shares of any such class or series or of anysuch partly paid stock shall set forth thereon the statements prescribed by the Delaware GeneralCorporation Law. Any restrictions on the transfer or registration of transfer of any shares ofstock of any class or series shall be noted conspicuously on the certificate representing suchshares.(c) The Corporation may issue a new certificate of stock in place of any certificate theretoforeissued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors mayrequire the owner of any lost, stolen or destroyed certificate, or such person’s legalrepresentative, to give the Corporation a bond sufficient to indemnify the Corporation against anyclaim that may be made against it on account of the alleged loss, theft or destruction of any suchcertificate or the issuance of any such new certificate.2. FRACTIONAL SHARE INTERESTS.The Corporation may, but shall not be required to, issue fractions of a share.3. STOCK TRANSFERS.Upon compliance with provisions restricting the transfer or registration of transfer of shares ofstock, if any, transfers or registration of transfer of shares of stock of the Corporation shall bemade only on the stock ledger of the Corporation by the registered holder thereof, or by suchperson’s attorney thereunto authorized by power of attorney duly executed and filed with theSecretary of the Corporation or with a transfer agent or a registrar, if any, and on surrender ofthe certificate or certificates for such shares of stock properly endorsed and the payment of alltaxes due thereon.4. RECORD DATE FOR STOCKHOLDERS.(a) In order that the Corporation may determine the stockholders entitled to notice of or to voteat any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a recorddate, which record date shall not precede
 

 
the date upon which the resolution fixing the record date is adopted by the Board of Directors, andwhich record date shall not be more than sixty nor less than ten days before the date of suchmeeting. If no record date has been fixed by the Board of Directors, the record date fordetermining stockholders entitled to notice of or to vote at a meeting of stockholders shall be atthe close of business on the day next preceding the day on which notice is given, or, if notice iswaived, at the close of business on the day next preceding the day on which the meeting is held. Adetermination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided , however ,that the Board of Directors may fix a new record date for the adjourned meeting.(b) In order that the Corporation may determine the stockholders entitled to receive payment of anydividend or other distribution or allotment of any rights or the stockholders entitled to exerciseany rights in respect of any change, conversion or exchange of stock, or for the purpose of anyother lawful action, the Board of Directors may fix a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted, and which record dateshall be not more than sixty days prior to such action. If no record date has been fixed, therecord date for determining stockholders for any such purpose shall be at the close of business onthe day on which the Board of Directors adopts the resolution relating thereto.5. MEANING OF CERTAIN TERMS.As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereofor to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as thecase may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder”or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders ofrecord of outstanding shares of stock when the Corporation is authorized to issue only one class ofshares of stock, and said reference is also intended to include any outstanding share or shares ofstock and any holder or holders of record of outstanding shares of stock of any class upon which orupon whom the Second Amended and Restated Certificate of Incorporation confers such rights wherethere are two or more classes or series of shares of stock or upon which or upon whom the GeneralCorporation Law confers such rights notwithstanding that the Second Amended and RestatedCertificate of Incorporation may provide for more than one class or series of shares of stock, oneor more of which are limited or denied such rights thereunder; provided , however ,that no such right shall vest in the event of an increase or a decrease in the authorized number ofshares of stock of any class or series which is otherwise denied voting rights under the provisionsof the Second Amended and Restated Certificate of Incorporation, including any preferred stockwhich is denied voting rights under the provisions of the resolution or resolutions adopted by theBoard of Directors with respect to the issuance thereof.6. STOCKHOLDER MEETINGS.(a) TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, bythe Board of Directors. A special meeting shall be held on the date and at the time fixed by theBoard of Directors.(b) PLACE. Annual meetings and special meetings shall be held at such place, within or without theState of Delaware, as the Board of Directors may, from time to time, fix. Whenever the Board ofDirectors shall fail to fix such place, the meeting shall be held at the registered office of theCorporation in the State of Delaware.(c) CALL. Annual meetings and special meetings may be called by the Board of Directors or by anyofficer instructed by the Board of Directors to call the meeting.(d) NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the place,date and hour of the meeting. The notice of an annual meeting shall state that the meeting iscalled for the election of Directors and for the transaction of other business which may properlycome before the meeting, and shall (if any other action which could be taken at a special meetingis to be taken at such annual meeting), state such other action or actions as are known at the timeof such notice. The notice of a special meeting shall in all instances state the purpose orpurposes for which the meeting is called. If any action is proposed to be taken which would, iftaken, entitle stockholders to receive payment for their shares of stock, the notice shall includea statement of that purpose and to that effect. Except as otherwise provided by the GeneralCorporation Law, a copy of the notice of any meeting shall be given, personally or by mail, notless than ten days nor more than sixty days before the date of the meeting, unless the lapse of theprescribed period of time shall have been waived, and directed to each stockholder at such person’saddress as it appears on the records of the Corporation. Notice by mail shall be
 

 
deemed to be given when deposited, with postage thereon prepaid, in the United States mail. If ameeting is adjourned to another time, not more than thirty days hence, and/or to another place, andif an announcement of the adjourned time and place is made at the meeting, it shall not benecessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment,fixes a new record date for the adjourned meeting. Notice need not be given to any stockholder whosubmits a written waiver of notice before or after the time stated therein. Attendance of a personat a meeting of stockholders shall constitute a waiver of notice of such meeting, except when thestockholder attends a meeting for the express purpose of objecting, at the beginning of themeeting, to the transaction of any business because the meeting is not lawfully called or convened.Neither the business to be transacted at, nor the purpose of, any regular or special meeting of thestockholders need be specified in any written waiver of notice.(e) STOCKHOLDER LIST. There shall be prepared and made, at least ten days before every meeting ofstockholders, a complete list of the stockholders, arranged in alphabetical order, and showing theaddress of each stockholder and the number of shares registered in the name of each stockholder.Such list shall be open to the examination of any stockholder, for any purpose germane to themeeting, during ordinary business hours, for a period of at least ten days prior to the meetingeither at a place within the city where the meeting is to be held, which place shall be specifiedin the notice of the meeting, or if not so specified, at the place where the meeting is to be held.The list shall also be produced and kept at the time and place of the meeting during the whole timethereof, and may be inspected by any stockholder who is present. The stock ledger shall be the onlyevidence as to who are the stockholders entitled to examine the stock ledger, the list required bythis section or the books of the Corporation, or to vote at any meeting of stockholders.(f) CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the followingofficers in the order of seniority and if present and acting: the Chairman of the Board, if any,the Vice-Chairman of the Board, if any, the President, a Vice President, a chairman for the meetingchosen by the Board of Directors or, if none of the foregoing is in office and present and acting,by a chairman to be chosen by the stockholders. The Secretary of the Corporation or, in suchperson’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if neitherthe Secretary nor an Assistant Secretary is present the chairman for the meeting shall appoint asecretary of the meeting.(g) PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for suchstockholder by proxy in all matters in which a stockholder is entitled to participate, whether bywaiving notice of any meeting, voting or participating at a meeting, or expressing consent ordissent without a meeting. Every proxy must be signed by the stockholder or by such person’sattorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless suchproxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that itis irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law tosupport an irrevocable power. A proxy may be made irrevocable regardless of whether the interestwith which it is coupled is an interest in the stock itself or an interest in the Corporationgenerally.(h) INSPECTORS AND JUDGES. The Board of Directors, in advance of any meeting, may, but need not,appoint one or more inspectors of election or judges of the vote, as the case may be, to act at themeeting or any adjournment thereof. If an inspector or inspectors or judge or judges are notappointed by the Board of Directors, the person presiding at the meeting may, but need not, appointone or more inspectors or judges. In case any person who may be appointed as an inspector or judgefails to appear or act, the vacancy may be filled by appointment made by the person presidingthereat. Each inspector or judge, if any, before entering upon the discharge of such person’sduties, shall take and sign an oath faithfully to execute the duties of inspector or judge at suchmeeting with strict impartiality and according to the best of his ability. The inspectors orjudges, if any, shall determine the number of shares of stock outstanding and the voting power ofeach, the shares of stock represented at the meeting, the existence of a quorum and the validityand effect of proxies, receive votes, ballots or consents, hear and determine all challenges andquestions arising in connection with the right to vote, count and tabulate all votes, ballots orconsents, determine the result, and do such other acts as are proper to conduct the election orvote with fairness to all stockholders. On request of the person presiding at the meeting, theinspector or inspectors or judge or judges, if any, shall make a report in writing of anychallenge, question or matter determined by such person or persons and execute a certificate of anyfact so found.(i) QUORUM. Except as the General Corporation Law or these Bylaws may otherwise provide, theholders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorumat a meeting of stockholders for the transaction of any business. The stockholders present mayadjourn the meeting despite the absence of a quorum. When a quorum is once present to organize ameeting, it is not broken by the subsequent withdrawal of any shareholders.
 

 
(j) VOTING. Each stockholder entitled to vote in accordance with the terms of the Second Amendedand Restated Certificate of Incorporation and of these Bylaws, or, with respect to the issuance ofpreferred stock, in accordance with the terms of a resolution or resolutions of the Board ofDirectors, shall be entitled to one vote, in person or by proxy, for each share of stock entitledto vote held by such stockholder. In the election of Directors, a plurality of the votes present atthe meeting shall elect. Any other action shall be authorized by a majority of the votes castexcept where the Second Amended and Restated Certificate of Incorporation or the . GeneralCorporation Law prescribes a different percentage of votes and/or a different exercise of votingpower. Voting by ballot shall not be required for corporate action except as otherwise provided bythe General Corporation Law.7. STOCKHOLDER ACTION WITHOUT MEETINGS.Any action required to be taken, or any action which may be taken, at any annual or special meetingof stockholders, may be taken without a meeting, without prior notice and without a vote, if aconsent or consents in writing, setting forth the action so taken, shall be signed by the holdersof the outstanding stock having not less than the minimum number of votes that would be necessaryto authorize or take such action at a meeting at which all shares entitled to vote thereon werepresent and voted. Prompt notice of the taking of the corporate action without a meeting by lessthan unanimous written consent shall be given to those stockholders who have not consented inwriting and shall be delivered to the Corporation by delivery to its registered office in Delaware,its principal place of business or an officer or agent of the Corporation having custody of thebook in which proceedings of meetings of stockholders are recorded. Delivery made to theCorporation’s registered office shall be by hand or by certified or registered mail, return receiptrequested.ARTICLE IIDIRECTORS1. FUNCTIONS AND DEFINITION.The business and affairs of the Corporation shall be managed by or under the direction of the Boardof Directors of the Corporation. The use of the phrase “whole Board” herein refers to the totalnumber of Directors which the Corporation would have if there were no vacancies.2. QUALIFICATIONS AND NUMBER.A director need not be a stockholder, a citizen of the United States or a resident of the State ofDelaware. The number of directors which shall constitute the whole Board of Directors shall beeight (8). The number of Directors may be increased or decreased by action of the Board ofDirectors. The Corporation will take all necessary or desirable actions within its control in orderto cause the Chief Executive Officer of the Corporation to be elected to the Board of Directors.3. ELECTION AND TERM.Any Director may resign at any time upon written notice to the Corporation. Thereafter, Directorswho are elected at an annual meeting of stockholders, and Directors who are elected in the interimto fill vacancies and newly created Directorships, shall hold office until the next annual meetingof stockholders and until their successors have been elected and qualified or until their earlierresignation or removal. In the interim between annual meetings of stockholders or of specialmeetings of stockholders called for the election of Directors and/or for the removal of one or moreDirectors and for the filling of any vacancies in the Board of Directors, including vacanciesresulting from the removal of Directors for cause or without cause, any vacancy in the Board ofDirectors may be filled by the vote of a majority of the remaining Directors then in office,although less than a quorum, or by the sole remaining Director.4. MEETINGS.(a) TIME. Regular meetings shall be held at such time as the Board shall fix. Special meetings maybe called upon notice.
 

 
(b) FIRST MEETING. The first meeting of each newly elected Board may be held immediately after eachannual meeting of the stockholders at the same place at which the meeting is held, and no notice ofsuch meeting shall be necessary to call the meeting, provided a quorum shall be present. In theevent such first meeting is not so held immediately after the annual meeting of the stockholders,it may be held at such time and place as shall be specified in the notice given as provided forspecial meetings of the Board of Directors, or at such time and place as shall be fixed by theconsent in writing of all of the Directors.(c) PLACE. Meetings, both regular and special, shall be held at such place within or without theState of Delaware as shall be fixed by the Board.(d) CALL. No call shall be required for regular meetings for which the time and place have beenfixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any,the Vice-Chairman of the Board, if any, or the President, or of a majority of the Directors.(e) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings forwhich the time and place have been fixed. Written, oral or any other mode of notice of the time andplace shall be given for special meetings at least twenty-four hours prior to the meeting; noticemay be given by telephone of telefax (in which case it is effective when given) or by mail (inwhich case it is effective seventy-two hours after mailing by prepaid first class mail). The noticeof any meeting need not specify the purpose of the meeting. Any requirement of furnishing a noticeshall be waived by any Director who signs a written waiver of such notice before or after the timestated therein. Attendance of a Director at a meeting of the Board shall constitute a waiver ofnotice of such meeting, except when the Director attends a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any business because the meetingis not lawfully called or convened.(f) QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when avacancy or vacancies prevents such majority, whereupon a majority of the Directors in office shallconstitute a quorum, provided that such majority shall constitute at least one-third (1/3) of thewhole Board. Any Director may participate in a meeting of the Board by means of a conferencetelephone or similar communications equipment by means of which all Directors participating in themeeting can hear each other, and such participation in a meeting of the Board shall constitutepresence in person at such meeting. A majority of the Directors present, whether or not a quorum ispresent, may adjourn a meeting to another time and place. Except as herein otherwise provided, andexcept as otherwise provided by the General Corporation Law, the act of the Board shall be the actby vote of a majority of the Directors present at a meeting, a quorum being present. The quorum andvoting provisions herein stated shall not be construed as conflicting with any provisions of theGeneral Corporation Law and these Bylaws which govern a meeting of Directors held to fill vacanciesand newly created Directorships in the Board.Notwithstanding the foregoing, the Corporation will not, without the approval of, or the removal ormodification of these approval requirements by, a majority of the whole Board of Directors (i.e., amajority of the total number of directors then in office):(1) Authorize, offer, sell, or issue any equity or debt securities of the Corporation;(2) Incur indebtedness for borrowed money or guarantee or act as a surety for any debt whichindividually or in the aggregate is in excess of Five Hundred Thousand Dollars ($500,000);(3) Grant a security interest in assets of the Corporation which individually or in theaggregate have a value in excess of Five Hundred Thousand Dollars ($500,000);(4) Sell, lease, sublease, license or otherwise transfer any of the rights, title and interestin any material Company Intellectual Property (as defined in that certain Stock and WarrantPurchase Agreement dated as of February 11, 2003 by and among the Corporation and the investorsnamed therein (the “Stock Purchase Agreement”));(5) Purchase, license or otherwise acquire any of the rights, title or interest in any materialIntellectual Property (as defined in the Stock Purchase Agreement) of any third party relatingto pharmaceuticals or biologics;(6) Approve any annual business plan or budget or any material revisions thereto; or(7) Hire or terminate any executive officer of the Corporation, including the chief executiveofficer and chief financial officer.
 

 
(g) CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shallpreside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present andacting, or the President, if present and acting, or any other Director chosen by the Board, shallpreside.5. REMOVAL OF DIRECTORS.Any or all of the Directors may be removed for cause or without cause by the stockholders.6. COMMITTEES.The Board of Directors may, by resolution passed by a majority of the whole Board, designate one ormore committees, each committee to consist of one or more of the Directors of the Corporation. TheBoard may designate one or more Directors as alternate members of any committee, who may replaceany absent or disqualified member at any meeting of the committee. Any such committee, to theextent provided in the resolution of the Board, shall have and may exercise the powers of the Boardof Directors in the management of the business and affairs of the Corporation, and may authorizethe seal of the Corporation to be affixed to all papers which may require it. In the absence ordisqualification of any member of any such committee or committees, the members thereof present atany meeting and not disqualified from voting, whether or not they constitute a quorum, mayunanimously appoint another member of the Board of Directors to act at the meeting in the place ofany such absent or disqualified member.7. ACTION IN WRITING.Any action required or permitted to be taken at any meeting of the Board of Directors or anycommittee thereof may be taken without a meeting if all members of the Board or committee, as thecase may be, consent thereto in writing, and the writing or writings are filed with the minutes ofproceedings of the Board or committee.ARTICLE IIIOFFICERS1. EXECUTIVE OFFICERS.The Board of Directors may elect or appoint a Chairman of the Board of Directors, a President, oneor more Vice Presidents (which may be denominated with additional descriptive titles), a Secretary,one or more Assistant Secretaries, a Chief Financial Officer or Treasurer, one or more AssistantTreasurers and such other officers as it may determine. Any number of offices may be held by thesame person.2. TERM OF OFFICE: REMOVAL.Unless otherwise provided in the resolution of election or appointment, each officer shall holdoffice until the meeting of the Board of Directors following the next annual meeting ofstockholders and until such officer’s successor has been elected and qualified or until the earlierresignation or removal of such officer. The Board of Directors may remove any officer for cause orwithout cause.3. AUTHORITY AND DUTIES.All officers, as between themselves and the Corporation, shall have such authority and perform suchduties in the management of the Corporation as may be provided in these Bylaws, or, to the extentnot so provided, by the Board of Directors.4. THE CHAIRMAN OF THE BOARD OF DIRECTORS.The Chairman of the Board of Directors, if present and acting, shall preside at all meetings of theBoard of Directors, otherwise, the President, if present, shall preside, or if the President doesnot so preside, any other Director chosen by the Board shall preside.
 

 
5. THE PRESIDENT.The President shall be the chief executive officer of the Corporation.6. VICE PRESIDENTS.Any Vice President that may have been appointed, in the absence or disability of the President,shall perform the duties and exercise the powers of the President, in the order of their seniority,and shall perform such other duties as the Board of Directors shall prescribe.7. THE SECRETARY.The Secretary shall keep in safe custody the seal of the Corporation and affix it to any instrumentwhen authorized by the Board of Directors, and shall perform such other duties as may be prescribedby the Board of Directors. The Secretary (or in such officer’s absence, an Assistant Secretary, butif neither is present another person selected by the Chairman for the meeting) shall have the dutyto record the proceedings of the meetings of the stockholders and Directors in a book to be keptfor that purpose.8. THE CHIEF FINANCIAL OFFICER OR TREASURER.The Chief Financial Officer/Treasurer shall have the care and custody of the corporate funds, andother valuable effects, including securities, and shall keep full and accurate accounts of receiptsand disbursements in books belonging to the Corporation and shall deposit all moneys and othervaluable effects in the name and to the credit of the Corporation in such depositories as may bedesignated by the Board of Directors. The Chief Financial Officer/Treasurer shall disburse thefunds of the Corporation as may be ordered by the Board, taking proper vouchers for suchdisbursements, and shall render to the President and Directors, at the regular meetings of theBoard, or whenever they may require it, an account of all transactions as Chief FinancialOfficer/Treasurer and of the financial condition of the Corporation. If required by the Board ofDirectors, the Chief Financial Officer/Treasurer shall give the Corporation a bond for such term,in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithfulperformance of the duties of such office and for the restoration to the Corporation, in case ofsuch person’s death, resignation, retirement or removal from office, of all books, papers,vouchers, money and other property of whatever kind in such person’s possession or under suchperson’s control belonging to the Corporation.ARTICLE IVCORPORATE SEALANDCORPORATE BOOKSThe corporate seal shall be in such form as the Board of Directors shall prescribe. The books ofthe Corporation may be kept within or without the State of Delaware, at such place or places as theBoard of Directors may, from time to time, determine.ARTICLE VFISCAL YEARThe fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board ofDirectors.ARTICLE VINDEMNITY
 

 
1. INDEMNITY UNDERTAKING.Each person who was or is a party or is threatened to be made a party to or is involved (as aparty, witness, or otherwise), in any threatened, pending, or completed action, suit, orproceeding, whether civil, criminal, administrative, or investigative (hereinafter a “Proceeding”),by reason of the fact that he, or a person of whom he is the legal representative, is or was adirector, officer, employee, or agent of the corporation or is or was serving at the request of thecorporation as a director, officer, employee, or agent of another corporation or of a partnership,joint venture, trust, or other enterprise, including service with respect to employee benefit plans(hereinafter “Other Entity”), whether the basis of the Proceeding is alleged action in an officialcapacity as a director, officer, employee, or agent or in any other capacity while serving as adirector, officer, employee, or agent (hereafter an “Agent”), shall be indemnified and heldharmless by the corporation to the fullest extent authorized by the Delaware General CorporationLaw, as the same exists or may hereafter be amended or interpreted (but, in the case of any suchamendment or interpretation, only to the extent that such amendment or interpretation permits thecorporation to provide broader indemnification rights than were permitted prior thereto) againstall expenses, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxesor penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or othercharges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as aresult of the actual or deemed receipt of any payments under this Article VI) reasonably incurredor suffered by such person in connection with investigating, defending, being a witness in, orparticipating in (including on appeal), or preparing for any of the foregoing in, any Proceeding(hereinafter “Expenses”); *provided, however*, that except as to actions to enforce indemnificationrights pursuant to Section 3 of this Article VI, the corporation shall indemnify any Agent seekingindemnification in connection with a Proceeding (or part thereof) initiated by such person only ifthe Proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Theright to indemnification conferred in this Article VI shall be a contract right.2. ADVANCEMENT OF EXPENSES.The Corporation shall, from time to time, reimburse or advance to any Director or officer or otherperson entitled to indemnification hereunder the funds necessary for payment of expenses, includingattorneys’ fees and disbursements, incurred in connection with any Proceeding, in advance of thefinal disposition of such Proceeding; provided, however, that, if required by the GeneralCorporation Law, such expenses incurred by or on behalf of any Director or office or other personmay be paid in advance of the final disposition of a Proceeding only upon receipt by theCorporation of an undertaking, by or on behalf of such Director or officer (or other personindemnified hereunder), to repay any such amount so advanced if it shall ultimately be determinedby final judicial decision from which there is no further right of appeal that such Director,officer or other person is not entitled to be indemnified for such expenses.3. RIGHT OF CLAIMANT TO BRING SUIT.If a claim under Section 1 or 2 of this Article V is not paid in full by the corporation withinthirty (30) days after a written claim has been received by the corporation, the claimant may atany time thereafter bring suit against the corporation to recover the unpaid amount of the claimand, if successful in whole or in part, the claimant shall be entitled to be paid also the expense(including attorneys’ fees) of prosecuting such claim. It shall be a defense to any such action(other than an action brought to enforce a claim for expenses incurred in defending a Proceeding inadvance of its final disposition where the required undertaking has been tendered to thecorporation) that the claimant has not met the standards of conduct that make it permissible underthe Delaware General Corporation Law for the corporation to indemnify the claimant for the amountclaimed. The burden of proving such a defense shall be on the corporation. Neither the failure ofthe corporation (including its Board of Directors, independent legal counsel, or its stockholders)to have made a determination prior to the commencement of such action that indemnification of theclaimant is proper under the circumstances because he has met the applicable standard of conductset forth in the Delaware General Corporation Law, nor an actual determination by the corporation(including its Board of Directors, independent legal counsel, or its stockholders) that theclaimant had not met such applicable standard of conduct, shall be a defense to the action orcreate a presumption that claimant has not met the applicable standard of conduct.4. RIGHTS NOT EXCLUSIVE.
 

 
The rights to indemnification and reimbursement or advancement of expenses provided by, or grantedpursuant to, this Article VI shall not be deemed exclusive of any other rights to which a personseeking indemnification or reimbursement or advancement of expenses may have or hereafter beentitled under any statute, the Certificate of Incorporation, these Bylaws, any agreement, any voteof stockholders or disinterested Directors or otherwise, both as to action in his or her officialcapacity and as to action in another capacity while holding such office.5. CONTINUATION OF BENEFITS.The rights to indemnification and reimbursement or advancement of expenses provided by, or grantedpursuant to, this Article VI shall continue as to a person who has ceased to be a Director orofficer (or other person indemnified thereunder) and shall inure to the benefit of the executors,administrators, legatees and distributees of such person.6. INSURANCE.The Corporation shall have power to purchase and maintain insurance on behalf of any person who isor was a Director, officer, employee or agent of the Corporation, or is or was serving at therequest of the Corporation as a Director, officer, employee or agent of an Other Entity, againstany liability asserted against such person and incurred by such person in any such capacity, orarising out of such person’s status as such, whether or not the Corporation would have the power toindemnify such person against such liability under the provisions of this Article VI, the SecondAmended and Restated Certificate of Incorporation, as amended April 16, 2003 or under section 145of the General Corporation Law of any other provision law.7. SETTLEMENT OF CLAIMS.The corporation shall not be liable to indemnify any Agent under this Article VI (a) for anyamounts paid in settlement of any action or claim effected without the corporation’s writtenconsent, which consent shall not be unreasonably withheld; or (b) for any judicial award if thecorporation was not given a reasonable and timely opportunity, at its expense, to participate inthe defense of such action.8. BINDING EFFECT.The provisions of this Article VI shall be a contract between the Corporation, on the one hand, andeach Director and officer who serves in such capacity at any time while this Article VI is ineffect and any other person entitled to indemnification hereunder, on the other hand, pursuant towhich the Corporation and each such Director, officer or other person intend to be, and shall belegally bound. No repeal or modification of this Article VI shall affect any rights or obligationswith respect to any statement of facts then or theretofore existing or thereafter arising or anyproceeding theretofore or thereafter brought or threatened based in whole or in part upon any suchstatement of facts.9. PROCEDURAL RIGHTS.The rights to indemnification and reimbursement or advancement of expenses provided by, or grantedpursuant to, this Article VI shall be enforceable by any person entitled to such indemnification orreimbursement or advancement of expenses in any court of competent jurisdiction. The burden ofproving that such indemnification or reimbursement or advancement of expenses is not appropriateshall be on the Corporation. Neither the failure of the Corporation (including its Board ofDirectors, its independent legal counsel and its stockholders) to have made a determination priorto the commencement of such action that such indemnification or reimbursement or advancement ofexpenses is proper in the circumstances nor an actual determination by the Corporation (includingits Board of Directors, its independent legal counsel and its stockholders) that such person is notentitled to such indemnification or reimbursement or advancement of expenses shall constitute adefense to the action or create a presumption that such person is not so entitled. Such a personshall also be indemnified for any expenses incurred in connection with successfully establishinghis or her right to such indemnification or reimbursement or advancement of expenses, in whole orin part, in any such Proceeding.10. SUBROGRATION.
 

 
In the event of payment under this Article VI, the corporation shall be subrogated to the extent ofsuch payment to all of the rights of recovery of the Agent, who shall execute all papers requiredand shall do everything that may be necessary to secure such rights, including the execution ofsuch documents necessary to enable the corporation effectively to bring suit to enforce suchrights.11. NO DUPLICATION OF PAYMENTS.The corporation shall not be liable under this Article VI to make any payment in connection withany claim made against the Agent to the extent the Agent has otherwise actually received payment(under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiablehereunder.12. SERVICE DEEMED AT CORPORATION’S REQUEST.Any Director or officer of the Corporation serving in any capacity (a) in which another corporationof which a majority of the shares entitled to vote in the election of its directors is held,directly or indirectly, by the Corporation or (b) any employee benefit plan of the Corporation orany corporation referred to in clause (a) shall be deemed to be doing so at the request of theCorporation.13. ELECTION OF APPLICABLE LAW.Any person entitled to be indemnified or to reimbursement or advancement of expenses as a matter ofright pursuant to this Article VI may elect to have the right to indemnification or reimbursementor advancement of expenses interpreted on the basis of the applicable law in effect at the time ofthe occurrence of the event or events giving rise to the applicable Proceeding, to the extentpermitted by law, or on the basis of the applicable law in effect at the time such indemnificationor reimbursement or advancement of expenses is sought. Such election shall be made, by a notice inwriting to the Corporation, at the time indemnification or reimbursement or advancement of expensesis sought; provided, however, that if no such notice is given, the right to indemnification orreimbursement or advancement of expenses shall be determined by the law in effect at the timeindemnification or reimbursement or advancement of expenses is sought.