Adolor Corp Sample Contracts

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AGREEMENT by and between
Agreement • May 15th, 2002 • Adolor Corp • Pharmaceutical preparations • New York
Exhibit 4.15 SERIES H CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • October 23rd, 2000 • Adolor Corp • Pharmaceutical preparations • Delaware
Exhibit B --------- RIGHTS AGREEMENT
Rights Agreement • February 22nd, 2001 • Adolor Corp • Pharmaceutical preparations • New York
Agreement ----------
Agreement • April 29th, 2002 • Adolor Corp • Pharmaceutical preparations • Delaware
AMENDMENT NO. 6
Registration Rights Agreement • October 23rd, 2000 • Adolor Corp • Pharmaceutical preparations
AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • January 31st, 2011 • Adolor Corp • Pharmaceutical preparations • New York

Triggering Event: of 20% or more of the Company’s outstanding Common Stock, each outstanding Right will “flip in” and become a right to buy at the Purchase Price that number of shares of Common Stock of the Company that will have a market value of two times the Purchase Price. Notwithstanding the above, all Rights that are beneficially owned by any Acquiring Person will be null and void upon the occurrence of a “flip in” Triggering Event.

AGREEMENT
Agreement • October 23rd, 2000 • Adolor Corp • Pharmaceutical preparations • Delaware
RECITALS --------
License Agreement • February 18th, 2000 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
ADOLOR CORPORATION Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 17th, 2006 • Adolor Corp • Pharmaceutical preparations • New York

Adolor Corporation, a Delaware corporation (the “Company”), proposes to sell 5,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $.0001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 (this “Agreement”) an option to purchase up to 750,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.

RECITALS
Development and License Agreement • November 9th, 2000 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 8th, 2000 • Adolor Corp
EXHIBIT 4.1 SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Convertible Preferred Stock Purchase Agreement • February 8th, 2000 • Adolor Corp • Delaware
Between
License Agreement • March 21st, 2000 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
BACKGROUND ----------
Stock Purchase Agreement • February 8th, 2000 • Adolor Corp
ADOLOR CORPORATION (a Delaware corporation) 6,000,000 Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • November 7th, 2003 • Adolor Corp • Pharmaceutical preparations • New York
RECITALS --------
Option and License Agreement • February 18th, 2000 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
EXHIBIT 4.7 SERIES G CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • February 8th, 2000 • Adolor Corp • Delaware
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AMENDMENT NO. 2 TO COLLABORATION AGREEMENT
Collaboration Agreement • February 25th, 2005 • Adolor Corp • Pharmaceutical preparations

THIS AMENDMENT NO. 2 TO COLLABORATION AGREEMENT (this “Amendment No. 2”), dated as of December 22, 2004 (the “Effective Date”), is made by and between ADOLOR CORPORATION, a Delaware corporation and having its principal office at 700 Pennsylvania Drive, Exton, Pennsylvania 19341 (“Adolor”), and GLAXO GROUP LIMITED, a United Kingdom corporation and having its principal office at Glaxo Wellcome House, Berkely Avenue, Greenford, Middlesex, UB6 0NN, United Kingdom (“GSK”). Adolor and GSK are each sometimes referred to individually as a “Party” and together as the “Parties.”

AGREEMENT AND PLAN OF MERGER AMONG CUBIST PHARMACEUTICALS, INC. FRD ACQUISITION CORPORATION AND ADOLOR CORPORATION
Agreement and Plan of Merger • October 25th, 2011 • Adolor Corp • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 24, 2011 is among CUBIST PHARMACEUTICALS, INC. (“Parent”), a Delaware corporation, FRD ACQUISITION CORPORATION (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and ADOLOR CORPORATION (the “Company”), a Delaware corporation.

AMENDMENT NO.3 TO
Registration Rights Agreement • February 8th, 2000 • Adolor Corp
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
Stock Option Agreement • April 29th, 2011 • Adolor Corp • Pharmaceutical preparations • Delaware

Adolor Corporation, a Delaware corporation (the “Company”), and the Grantee hereby enter into this Stock Option Agreement (the “Agreement”), effective as of February 22, 2011 (the “Grant Date”).

AMENDED AND RESTATED 2003 STOCK-BASED INCENTIVE COMPENSATION PLAN EMPLOYEE STOCK OPTION AGREEMENT (ANNUAL VESTING)
Employee Stock Option Agreement • February 26th, 2010 • Adolor Corp • Pharmaceutical preparations • Delaware

Adolor Corporation, a Delaware corporation (the “Company”), and the Grantee hereby enter into this Stock Option Agreement (the “Agreement”), effective as of [DATE] (the “Grant Date”).

AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • October 25th, 2011 • Adolor Corp • Pharmaceutical preparations • New York

THIS AMENDMENT (the “Amendment”), dated as of October 24, 2011, to the Amended and Restated Rights Agreement (the “Rights Agreement”), dated as of January 31, 2011, between ADOLOR CORPORATION, a Delaware corporation (the “Company”), and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. (formerly known as STOCKTRANS, A BROADRIDGE COMPANY), a Pennsylvania corporation (the “Rights Agent”), is being executed at the direction of the Company. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given them in the Rights Agreement.

MEMORANDUM OF UNDERSTANDING
Adolor Corp • November 28th, 2011 • Pharmaceutical preparations • Delaware

WHEREAS, the parties to the action in the Court of Chancery of the State of Delaware (the “Delaware Court”) styled In re Adolor Corporation Shareholders Litig., Consol. C.A. No. 6997-VCN (the “Consolidated Delaware Action”) have reached an agreement-in-principle providing for the settlement of the Consolidated Delaware Action on the terms and subject to the conditions set forth below;

OPTION AGREEMENT
Option Agreement • March 18th, 2003 • Adolor Corp • Pharmaceutical preparations • Delaware

This confirms your grant, which occurred on the 22nd day of April, 2002, of an option (this “Option”) to purchase 340,000 shares of common stock, par value $0.0001 per share (a “Share”), of Adolor Corporation, a Delaware corporation (the “Company”) at the price of $14.81 per Share (the “Exercise Price”). This is a nonqualified option, which is subject to the terms and conditions of this Option Agreement.

EXHIBIT 4.5 SERIES E CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • February 8th, 2000 • Adolor Corp • Delaware
Contract
Option and License Agreement • September 3rd, 2008 • Adolor Corp • Pharmaceutical preparations • Pennsylvania

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as **. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

NON-EMPLOYEE DIRECTOR DEFERRED STOCK AGREEMENT
Non-Employee Director • July 30th, 2009 • Adolor Corp • Pharmaceutical preparations • Delaware

Adolor Corporation, a Delaware corporation (the “Company”), and the Grantee hereby enter into this Deferred Stock Agreement (the “Agreement”). All capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Adolor Corporation 2003 Stock Based Incentive Compensation Plan, as amended and restated (the “Plan”).

AGREEMENT Background
Agreement • March 18th, 2003 • Adolor Corp • Pharmaceutical preparations • Pennsylvania

Adolor Corporation (the “Company”) and Bruce A. Peacock (“Executive”) have entered into a letter agreement dated April 22, 2002 (the “Letter Agreement”) pursuant to which the Company has employed Executive as President, Chief Executive Officer and a member of the Board of Directors of the Company. The Company desires to encourage the highest level of performance by Executive by providing Executive a proprietary interest in the Company’s success and progress. Accordingly, pursuant to the terms of the Letter Agreement, the Company has determined to grant Executive 5,000 shares of the Company’s common stock, subject to the restrictions set forth herein. Therefore, the Company and Executive, both intending to be legally bound, hereby agree as follows:

Re: First Amendment to the Letter Agreement
Adolor Corp • February 26th, 2009 • Pharmaceutical preparations

This letter (this “First Amendment”) will amend that certain letter agreement dated February 28, 2008, between Adolor Corporation (the “Company”) and you (the “Letter Agreement”), a copy of the Letter Agreement is appended to this letter as Exhibit A.

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