a) the Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of any Preliminary Prospectus, or instituting proceedings for that purpose, and each Preliminary Prospectus, at the time of filing...Underwriting Agreement • March 13th, 2000 • Adolor Corp • Pharmaceutical preparations • New York
Contract Type FiledMarch 13th, 2000 Company Industry Jurisdiction
AGREEMENT by and betweenAgreement • May 15th, 2002 • Adolor Corp • Pharmaceutical preparations • New York
Contract Type FiledMay 15th, 2002 Company Industry Jurisdiction
EXHIBIT 4.18 STOCK PURCHASE AGREEMENT Adolor Corporation 620 Pennsylvania Avenue Exton, PA 19341 The undersigned (the "Investor"), hereby confirms its agreement with you as follows: 1. This Stock Purchase Agreement (the "Agreement") is made as of the...Stock Purchase Agreement • June 29th, 2001 • Adolor Corp • Pharmaceutical preparations • Delaware
Contract Type FiledJune 29th, 2001 Company Industry Jurisdiction
Exhibit 4.15 SERIES H CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • October 23rd, 2000 • Adolor Corp • Pharmaceutical preparations • Delaware
Contract Type FiledOctober 23rd, 2000 Company Industry Jurisdiction
Exhibit B --------- RIGHTS AGREEMENTRights Agreement • February 22nd, 2001 • Adolor Corp • Pharmaceutical preparations • New York
Contract Type FiledFebruary 22nd, 2001 Company Industry Jurisdiction
Agreement ----------Agreement • April 29th, 2002 • Adolor Corp • Pharmaceutical preparations • Delaware
Contract Type FiledApril 29th, 2002 Company Industry Jurisdiction
AMENDMENT NO. 6Registration Rights Agreement • October 23rd, 2000 • Adolor Corp • Pharmaceutical preparations
Contract Type FiledOctober 23rd, 2000 Company Industry
AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • January 31st, 2011 • Adolor Corp • Pharmaceutical preparations • New York
Contract Type FiledJanuary 31st, 2011 Company Industry JurisdictionTriggering 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.
AGREEMENTAgreement • October 23rd, 2000 • Adolor Corp • Pharmaceutical preparations • Delaware
Contract Type FiledOctober 23rd, 2000 Company Industry Jurisdiction
RECITALS --------License Agreement • February 18th, 2000 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
Contract Type FiledFebruary 18th, 2000 Company Industry Jurisdiction
Exhibit 10.1 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...Collaboration Agreement • December 22nd, 2005 • Adolor Corp • Pharmaceutical preparations • Delaware
Contract Type FiledDecember 22nd, 2005 Company Industry Jurisdiction
ADOLOR CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 17th, 2006 • Adolor Corp • Pharmaceutical preparations • New York
Contract Type FiledFebruary 17th, 2006 Company Industry JurisdictionAdolor 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.
RECITALSDevelopment and License Agreement • November 9th, 2000 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
Contract Type FiledNovember 9th, 2000 Company Industry Jurisdiction
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2000 • Adolor Corp
Contract Type FiledFebruary 8th, 2000 Company
EXHIBIT 4.1 SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase Agreement • February 8th, 2000 • Adolor Corp • Delaware
Contract Type FiledFebruary 8th, 2000 Company Jurisdiction
BetweenLicense Agreement • March 21st, 2000 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
Contract Type FiledMarch 21st, 2000 Company Industry Jurisdiction
BACKGROUND ----------Stock Purchase Agreement • February 8th, 2000 • Adolor Corp
Contract Type FiledFebruary 8th, 2000 Company
ADOLOR CORPORATION (a Delaware corporation) 6,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • November 7th, 2003 • Adolor Corp • Pharmaceutical preparations • New York
Contract Type FiledNovember 7th, 2003 Company Industry Jurisdiction
RECITALS --------Option and License Agreement • February 18th, 2000 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
Contract Type FiledFebruary 18th, 2000 Company Industry Jurisdiction
EXHIBIT 4.7 SERIES G CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • February 8th, 2000 • Adolor Corp • Delaware
Contract Type FiledFebruary 8th, 2000 Company Jurisdiction
Exhibit 10.6 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT ("Sublease") is made this 11th day of September, 2000, by and between Environ Products, Inc., a Pennsylvania corporation with a principal place of business at 107 North Tech Drive, Clayton, NC...Sublease Agreement • October 23rd, 2000 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
Contract Type FiledOctober 23rd, 2000 Company Industry Jurisdiction
EXHIBIT 4.8 REGISTRATION RIGHTS AGREEMENT Agreement made as of this 7th day of November, 1994 by and among Opian Pharmaceuticals, Inc., a Delaware corporation (the "Company"), the purchasers listed in Schedule I to the Series A Convertible Preferred...Registration Rights Agreement • February 8th, 2000 • Adolor Corp • Delaware
Contract Type FiledFebruary 8th, 2000 Company Jurisdiction
AMENDMENT NO. 2 TO COLLABORATION AGREEMENTCollaboration Agreement • February 25th, 2005 • Adolor Corp • Pharmaceutical preparations
Contract Type FiledFebruary 25th, 2005 Company IndustryTHIS 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 CORPORATIONAgreement and Plan of Merger • October 25th, 2011 • Adolor Corp • Pharmaceutical preparations • Delaware
Contract Type FiledOctober 25th, 2011 Company Industry JurisdictionTHIS 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 TORegistration Rights Agreement • February 8th, 2000 • Adolor Corp
Contract Type FiledFebruary 8th, 2000 Company
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENTStock Option Agreement • April 29th, 2011 • Adolor Corp • Pharmaceutical preparations • Delaware
Contract Type FiledApril 29th, 2011 Company Industry JurisdictionAdolor 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
Contract Type FiledFebruary 26th, 2010 Company Industry JurisdictionAdolor 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 AGREEMENTRights Agreement • October 25th, 2011 • Adolor Corp • Pharmaceutical preparations • New York
Contract Type FiledOctober 25th, 2011 Company Industry JurisdictionTHIS 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 UNDERSTANDINGAdolor Corp • November 28th, 2011 • Pharmaceutical preparations • Delaware
Company FiledNovember 28th, 2011 Industry JurisdictionWHEREAS, 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 AGREEMENTOption Agreement • March 18th, 2003 • Adolor Corp • Pharmaceutical preparations • Delaware
Contract Type FiledMarch 18th, 2003 Company Industry JurisdictionThis 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 AGREEMENTPreferred Stock Purchase Agreement • February 8th, 2000 • Adolor Corp • Delaware
Contract Type FiledFebruary 8th, 2000 Company Jurisdiction
ContractOption and License Agreement • September 3rd, 2008 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
Contract Type FiledSeptember 3rd, 2008 Company Industry JurisdictionConfidential 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 AGREEMENTNon-Employee Director • July 30th, 2009 • Adolor Corp • Pharmaceutical preparations • Delaware
Contract Type FiledJuly 30th, 2009 Company Industry JurisdictionAdolor 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 BackgroundAgreement • March 18th, 2003 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
Contract Type FiledMarch 18th, 2003 Company Industry JurisdictionAdolor 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 AgreementAdolor Corp • February 26th, 2009 • Pharmaceutical preparations
Company FiledFebruary 26th, 2009 IndustryThis 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.