Common use of Mutual Representations and Warranties Clause in Contracts

Mutual Representations and Warranties. Adolor and GSK each represents ------------------------------------- and warrants to the other as of the Effective Date that: 13.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.

Mutual Representations and Warranties. Adolor COH and GSK Licensee each represents ------------------------------------- and warrants to the other as of the Effective Date thatfollows: 13.1.1 Such Party (a) is a company duly organized9.1.1 It has the right and authority to enter into this Agreement and all action required to be taken on its behalf, validly existingits officers, directors, partners and stockholders necessary for the authorization, execution, and in good standing under delivery of this Agreement and, the Laws performance of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws all of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices tothis Agreement, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly when executed and delivered by such Party and constitutes a legaldelivered, will constitute valid and legally binding obligation obligations of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by subject to applicable insolvency and other Laws affecting creditors' rights generally, or by law including: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; andand (ii) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally. 13.1.4 All 9.1.2 Entry into this Agreement will not constitute a breach of any other agreement to which it is party. 9.1.3 It has read this Agreement, with assistance from its employeescounsel of choice. It understands all of this Agreement’s terms. It has been given a reasonable amount of time to consider the contents of this Agreement before each Party executed it. It agrees that it is executing this Agreement voluntarily with full knowledge of this Agreement’s legal significance. 9.1.4 It agrees that it is not relying in any manner on any statement, officerspromise, and consultants have executed agreements representation or have existing obligations under law requiring assignment to such Party of all Inventions understanding, whether oral, written or implied, made by such individuals during the course of and as the result of their association with such any Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under not specifically set forth in this Agreement. It acknowledges that, after execution of this Agreement, it may discover facts different from or in addition to those which it now knows or believes to be true. Nevertheless, it agrees that this Agreement shall be and remain in full force and effect in all respects, notwithstanding such different or additional facts.

Mutual Representations and Warranties. Adolor and GSK each Each party, with respect to itself only, hereby represents ------------------------------------- and warrants to the other as of party the Effective Date thatfollowing: 13.1.1 Such Party (a) Each party is a company duly organized, validly existing, existing and in good standing under the Laws applicable laws of the State of its incorporation; (b) formation, and is duly qualified as a corporation to do business and is in good standing under the Laws of each in every other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified qualify would have a material adverse effect on its financial condition or its ability to execute, deliver and perform this Agreement and the other agreements contemplated herein. (b) Each party has all requisite power and authority to (i) own, lease or operate its assets and properties and to carry on the business as now conducted, and (ii) enter into and perform its obligations hereunder; under this Agreement and to carry out the transactions contemplated hereby. (c) Each party has taken (or caused to be taken) all acts and other proceedings required to be taken by such party to authorize the requisite corporate power execution, delivery and authority performance by such party of this Agreement and the legal right to conduct its business as now conducted other agreements contemplated herein. This Agreement has been duly executed and hereafter contemplated to be conducted; (d) has or will obtain all necessary licensesdelivered by each party and constitutes the valid and binding obligation of each party, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over enforceable against such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is party in compliance accordance with its charter documents; 13.1.2 terms, except as enforceability may be limited by applicable bankruptcy, moratorium, reorganization or similar laws affecting the rights of creditors generally and by principles of equity, whether considered in a proceeding at law or in equity. The execution, delivery and performance of this Agreement by such Party each party does not and all instruments and documents to be delivered by such Party hereunder will not (ai) are within the corporate power conflict with, or result in any violation of such Party; or constitute a breach or default (bwith notice or lapse of time, or both) have been duly authorized by all necessary or proper corporate action; under (cA) do not conflict with any provision of the charter organizational documents of such Party; party, or (B) any applicable statute, law, rule, regulation, order, agreement, instrument or license applicable to such party, except as would not have a material adverse effect, or (ii) except as provided on Schedule 5.1(c) attached hereto, require the submission of any notice, report, consent or other filing with or from any governmental authority or third persons. (d) will notThere are no actions, suits or proceedings pending or, to the best of such Party's party’s knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument threatened against a party which if decided unfavorably to which such Party is a party, or by which such Party or any of its property is bound, which violation would party could have a material adverse effect on its financial condition or on its the ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Partyparty to execute, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, deliver or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under perform this Agreement. (e) No party has incurred any obligation or liability, contingent or otherwise, for any fee payable to a broker or finder with respect to the matters provided for in this Agreement or the other agreements contemplated herein which could be attributable to or charged to the other party. Each party shall indemnify, defend and hold harmless the other party from any claims, damages, liabilities, costs and expenses, including reasonable attorneys’ fees in the event the prior sentence should be or become untrue as to such party.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other as of the Effective Date thatfollows: 13.1.1 Such Party (a) It is a company corporation duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; (b) the jurisdiction in which it is duly qualified as a corporation incorporated, and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority and the legal right to conduct own and operate its property and assets and to carry on its business as it is now being conducted and hereafter as contemplated in this Agreement, including, without limitation, the right to be conducted; grant the licenses it is granting hereunder. (db) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, that would have a material adverse effect on its financial condition or inhibit its ability to perform its obligations hereunder; under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power performance of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This , and (iv) this Agreement has been duly executed and delivered by on behalf of such Party Party, and constitutes a legal, valid and binding obligation of such Party, Party that is enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' . (c) It has not entered into any agreement with any third party that is in conflict with the rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, granted to the extent required to support such Party's obligations other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Adolor Vitae and GSK BI each represents ------------------------------------- and warrants to the other as of the Effective Date thatDate: 13.1.1 11.1.1 Such Party (ai) is a company duly organized, validly existing, existing and in good standing under the Laws of the jurisdiction of its incorporationorganization; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (cii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (diii) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation performance of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsthis Agreement; 13.1.2 11.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (ai) are within the corporate power of such Party; (bii) have been duly authorized by all necessary or proper corporate action; (ciii) do not conflict with any provision of the charter organizational documents of such Party; (div) will not, to the best of such Party's ’s knowledge, violate any law or regulation Laws or any order or decree of any court of governmental instrumentalityor Governmental Authority; and (ev) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, agreement or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except as such enforceability may Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be limited by applicable insolvency and other Laws affecting creditors' rights generallynecessary for, or in connection with, the transaction contemplated by the availability of equitable remediesthis Agreement or any other agreement or instrument executed in connection therewith; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to 11.1.5 Neither such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Partynor, to the extent required best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to support such Party's obligations under this Agreementan FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reason.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party, as of the Effective Date date hereof, that: 13.1.1 Such Party (a) it is a company duly organized, organized and validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporation; (b) is duly qualified as a corporation formation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to execute, deliver and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or byperform this Agreement, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to consummate the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentstransactions contemplated hereby; 13.1.2 The (b) the execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power consummation of such Party; (b) the transactions contemplated hereby have been duly authorized by all necessary or proper corporate action; action on its part; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This this Agreement has been duly executed and delivered by such Party and constitutes a its legal, valid valid, and binding obligation of such Party, obligations enforceable against such Party it in accordance with the terms of this Agreement; (d) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not (i) violate (A) any law or any governmental rule or regulation applicable to it, in any material respect, (B) memorandum and articles of incorporation, bylaws or other charter or organizational documents, or (C) any material order, judgment or decree of any court, governmental body or administrative or other agency having jurisdiction over it; or (ii) conflict with, result in a breach of or constitute a default under any contract or agreement to which it is a party or by which it is bound; (e) no consent, approval or authorization of or from any third party, including any governmental entity, whether prescribed by law, regulation, contract or agreement, is required in order for its termsexecution or delivery of this Agreement to be effective, except for such filings with the U.S. Securities and Exchange Commission as such enforceability may be limited by applicable insolvency required under Sections 13 and other Laws affecting creditors' rights generally16 of the Securities Exchange Act of 1934, or by the availability of equitable remediesas amended; and 13.1.4 All of its employees(f) there is no action, officerssuit, and consultants have executed agreements proceeding, inquiry or have existing obligations under law requiring assignment to such Party of all Inventions made investigation before or by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Partyany governmental entity or any self-regulatory organization or body pending or, to its knowledge, threatened against or affecting it that challenges, or may have the extent required effect of preventing, delaying, making illegal, or otherwise interfering with, this Agreement or any other agreements, instruments and documents executed and delivered or to support such Party's obligations under be executed and delivered by it in connection with this Agreement.

Mutual Representations and Warranties. Adolor Each of the Parties, severally and GSK not jointly, represents, warrants, and covenants to each represents ------------------------------------- and warrants other Party (to the other extent applicable), as of the RSA Effective Date that:Date, as follows (each of which is a continuing representation, warranty, and covenant): 13.1.1 Such Party (a) to the extent it is a company duly organizedan entity, it is validly existing, existing and in good standing under the Laws laws of the state or other jurisdiction of its incorporation; organization; (b) it has all requisite direct or indirect power and authority to enter into this Agreement and the Definitive Documents to which it is duly qualified as a corporation party and in good standing under to carry out the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationRestructuring Transactions contemplated by, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to and perform its respective obligations hereunder; under, this Agreement and such Party has been authorized to enter into this Agreement, the New Senior Loan Facility and the Definitive Documents and to carry out the Restructuring Transactions contemplated by, and perform its respective obligations under this Agreement; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licensesexecution, permits, consents, or approvals from or bydelivery, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over performance by such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance Party of this Agreement by such Party does not and all instruments and documents to be delivered by such Party hereunder will not (ai) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with violate any provision of the charter documents of such Party; (d) will notlaw, to the best of such Party's knowledgerule, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument applicable to which such Party is a party, or by which such Party it or any of its property subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, or (ii) except as described in Section 3 hereof conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunderparty; 13.1.3 This Agreement has been duly executed (d) the execution, delivery, and delivered performance by such Party of this Agreement does not and constitutes a legalwill not require any registration or filing with, consent, or approval of, or notice to, or other action to, with or by, any federal, state, or governmental authority or regulatory body, except such filings as may be necessary and/or required for disclosure by the Exchange Act; (e) this Agreement is the legally valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability enforcement may be limited by applicable insolvency and bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance or other Laws affecting similar laws relating to or limiting creditors' ’ rights generally, by equitable principles relating to enforceability or by the availability implied covenant of equitable remediesgood faith and fair dealing; and 13.1.4 All (f) it has been represented by legal counsel of its employeeschoosing in connection with this Agreement and the transactions contemplated by this Agreement, officershas had the opportunity to review this Agreement with its legal counsel, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions has not relied on any statements made by any other Party or such individuals during the course of and other Party’s legal counsel as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required meaning of any term or condition contained herein or in deciding whether to support such Party's obligations under enter into this AgreementAgreement or the transactions contemplated hereby.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party as of the Effective Date that: 13.1.1 Such 6.1.1 such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) incorporation and has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; 6.1.2 execution of this Agreement and the legal right to conduct performance by such Party of its business as now conducted obligations hereunder have been duly authorized; 6.1.3 this Agreement has been duly executed and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over delivered on behalf of such Party, to and constitutes a legal, valid, binding obligation of such Party, enforceable against it in accordance with the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsterms hereof; 13.1.2 The 6.1.4 the performance of this Agreement by it does not create a breach or default under any other agreement to which it is a party, which breach or default would adversely affect the other Party; 6.1.5 the execution, delivery delivery, and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do does not conflict with any provision of the charter documents of such Party; (d) will notagreement, instrument, or understanding, oral or written, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party it is a party, party or by which such Party or any of its property it is bound, which violation would have a material adverse effect on its financial condition nor violate any Law of any court, governmental body or on its ability to perform administrative or other agency having jurisdiction over such Party; 6.1.6 no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Laws currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations hereunder; 13.1.3 This under this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its termsother agreements, except as such enforceability may be limited by required to obtain applicable insolvency and other Laws affecting creditors' rights generallyRegulatory Approvals or Regulatory Filings related to the Development, Commercialization, or by the availability manufacture of equitable remediesLicensed Vaccines or Licensed Products; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party as of the Effective Date thatfollows: 13.1.1 Such Party (a) It is a company corporation duly organized, organized and validly existing, and in good standing existing under the Laws laws of its incorporation; the state or other jurisdiction of incorporation or formation; (b) is duly qualified as a corporation It has the power and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationauthority to execute and deliver this Agreement, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability and to perform its obligations hereunder; ; (c) has Except for regulatory filings and approvals for the requisite corporate power and Product referenced herein, no authorization, consent or approval of any governmental authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent Third Party is required for the ownership execution, delivery and operation performance by it of its businessthis Agreement, where and the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by will not violate any Jaw, rule or regulation applicable to such Party and all instruments and documents Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to be delivered by such Party hereunder (a) are within the corporate power knowledge of such Party; ’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (bi) have been duly authorized by materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all necessary or proper corporate action; of the transactions contemplated hereby. (ce) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with any provision of the charter documents of or violate such Party; ’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (dii) will not, to the best of such Party's knowledgedo not and shall not conflict with, violate or breach or constitute a default or require any law or regulation or consent under, any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding contractual obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.

Mutual Representations and Warranties. Adolor and GSK each (a) Each Party represents ------------------------------------- and warrants to the other as of the Effective Date that: 13.1.1 Such Party : (ai) it is a company duly organized, validly existing, existing and in good standing under the Laws laws of its incorporationjurisdiction of incorporation or formation, and has all requisite corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (bii) it is duly qualified as a corporation authorized to execute and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability deliver this Agreement and to perform its obligations hereunder; (c) , and the person or persons executing this Agreement on its behalf has the been duly authorized to do so by all requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunderpartnership action; and (eiii) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and legally binding obligation of such Partyupon it, enforceable against such Party it in accordance with its terms, except as such enforceability enforcement may be limited or affected by applicable insolvency and bankruptcy, insolvency, moratorium, reorganization or other Laws laws of general application relating to or affecting creditors' ’ rights generallygenerally in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a Party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. (b) Each Party represents and warrants to the other that neither the execution and the delivery of this Agreement by it, nor the consummation by it of the transactions contemplated hereby shall (with or without the giving of notices or the passage of time) (i) violate any applicable law or other restriction of any government, governmental authority or court to which it is subject or any provision of the charter or bylaws (or other organizational documents) of such Party or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Third Party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which it is a party or by the availability of equitable remedies; and 13.1.4 All which it or any of its employeesassets is bound which (in the case of clause (ii) only) could adversely affect the consummation of the transactions contemplated hereby or result in the imposition of any lien, officerssecurity interest, and consultants have executed agreements charge, claim, encumbrance, limitation, restriction on use or have existing obligations under law requiring assignment to such Party transfer, conditional sale or other title retention device or arrangement (including a capital lease), transfer for the purpose of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, subjection to the extent payment of any indebtedness, or restriction on the creation of any of the foregoing, upon any of the AMYRIS Technology. AMYRIS is not required by any Legal Requirement to support such Party's obligations under give any notice to, make any filing with or obtain any authorization, consent or approval of, any government or governmental authority or other third party in order for AMYRIS to consummate the transactions contemplated by this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other other, as of the Effective Date thatDate, as follows: 13.1.1 Such Party (a) such Party is a company corporation duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporationorganization, and has all requisite power and authority, corporate or otherwise, to execute, deliver and perform this Agreement; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) is duly qualified as a corporation the execution and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement and the performance by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within of the corporate power of such Party; (b) transactions contemplated hereby have been duly authorized by all necessary or proper corporate action; action and will not violate: (ci) do not conflict with any provision of the charter documents of such Party; ’s certificate of incorporation or bylaws, (dii) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, instrument or other instrument contractual obligation to which such Party is a partybound in any material respect, (iii) any requirement of any Applicable Laws, or by which (iv) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunderParty; 13.1.3 This (c) this Agreement has been duly executed and delivered by such Party and constitutes is a legal, valid and binding obligation of such Party, Party enforceable against such Party in accordance with its termsterms and conditions; (d) such Party is not under any obligation, except as contractual or otherwise, to any person or entity that conflicts with or is inconsistent in any respect with the terms of this Agreement or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) to such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallyParty’s knowledge, or by the availability of equitable remedies; and 13.1.4 All all of its employees, officers, contractors, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the a result of their association with such PartyParty and obligating each such employee, officer, contractor, and obligating such individuals consultant to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with Party; and (f) neither such Party, nor any of its employees, officers, subcontractors or consultants who have rendered or will render services relating to the extent required Product: (i) has ever been debarred (or is subject to support debarment) or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or its foreign equivalent or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under any such Party's obligations under this Agreementprovision.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other other, as of the Effective Date thatDate, as follows: 13.1.1 Such Party (a) such Party is a company corporation duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporationorganization, and has all requisite power and authority, corporate or otherwise, to execute, deliver and perform this Agreement; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) is duly qualified as a corporation the execution and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement and the performance by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within of the corporate power of such Party; (b) transactions contemplated hereby have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) action and will not violate (i) such Party’s certificate of incorporation or conflict with bylaws, (ii) any terms of any indenture, mortgage, deed of trust, lease, agreement, instrument or other instrument contractual obligation to which such Party is a partybound in any material respect, (iii) any requirement of any Applicable Laws, or by which (iv) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunderParty; 13.1.3 This (c) this Agreement has been duly executed and delivered by such Party and constitutes is a legal, valid and binding obligation of such Party, Party enforceable against such Party in accordance with its termsterms and conditions; (d) such Party is not under any obligation, except as contractual or otherwise, to any person or entity that conflicts with or is inconsistent in any respect with the terms of this Agreement or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) to such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallyParty’s knowledge, or by the availability of equitable remedies; and 13.1.4 All all of its employees, officers, contractors, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions inventions made by such individuals during the course of and as the a result of their association with such PartyParty and obligating each such employee, officer, contractor, and obligating such individuals consultant to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with Party; and (f) neither such Party, nor any of its employees, officers, subcontractors or consultants who have rendered or will render services relating to the extent required to support Products: (i) has ever been debarred or is subject or debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or its foreign equivalent or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under any such Party's obligations under this Agreementprovision.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party that as of the Effective Date: 12.1.1 it is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation; 12.1.2 it is duly authorized to execute and deliver this Agreement, the person or persons executing this Agreement on its behalf have been duly authorized to do so by all requisite corporate action, and this Agreement is legally binding upon it and enforceable in accordance with its terms; 12.1.3 it has full corporate right, power and authority to perform its respective obligations under this Agreement, including the right to grant the rights and licenses granted to the other Party hereunder; 12.1.4 it will obtain and maintain all licenses, permits and other authorizations necessary to perform its obligations hereunder, and will fully cooperate in obtaining and maintaining any approvals from Regulatory Authorities necessary to implement this Agreement; 12.1.5 it will perform its obligations hereunder in compliance with all Applicable Law, and it has in place a compliance program and internal policies and procedures for its employees and agents to comply with Applicable Law (including Anti-Corruption Law and Privacy Law) as contemplated by Section 7, including training on such policies and procedures and reporting obligations for non-compliance; and 12.1.6 as of the Effective Date that: 13.1.1 Such of this Agreement, neither it nor its Representatives performing under this Agreement are an Ineligible Person. During the Term of this Agreement, each Party agrees to immediately disclose in writing to the other Party: (ai) any debarment, exclusion or other event that makes such Party or any such Representative, an Ineligible Person; or (ii) if such Party or any such Representative is charged with a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure criminal offense related to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consentsany federal health care program, or approvals is proposed for exclusion from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of health care items or services. Each Party hereto shall immediately notify the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree other Party hereto of any court threatened, proposed or actual exclusion or debarment of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is boundRepresentatives performing under this Agreement of which it becomes aware. In the event any Party performing under this Agreement becomes an Ineligible Person, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This this Agreement has been duly executed and delivered by shall, as of the effective date of such Party and constitutes becoming an Ineligible Person, automatically terminate. In the event any such Representative of a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals becomes an Ineligible Person during the course Term of and as the result of their association with this Agreement, such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations Representative shall immediately cease performing under this Agreement, and the other Party shall have the option of immediately terminating this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party that each representation and warranty made by it under this Article 9 that is made as of or on the Effective Date, is also made by it as of and upon the Condition Satisfaction Date. Each Party represents and warrants to the other Party that as of the Effective Date thatof this Agreement: 13.1.1 Such Party (a) 9.1.1 It is a company duly organized, organized and validly existingexisting under the laws of its jurisdiction of incorporation or formation, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership has full corporate or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate other power and authority to enter into this Agreement and the legal right other Transaction Documents to conduct its business as now conducted which it is a party, and hereafter contemplated to carry out the provisions hereof. Further, except for any Regulatory Approvals, pricing and/or reimbursement approvals, manufacturing approvals and/or similar approvals necessary for the Research, Development, Manufacture or Commercialization of the Royalty Products, all necessary consents, approvals and authorizations of all government authorities required to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over obtained by such Party, to Party as of the extent required for Effective Date in connection with the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party have been obtained by the Effective Date. 9.1.2 It is duly authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party, and to perform its obligations hereunder, and the person or persons executing this Agreement and the other Transaction Documents to which it is a party on its behalf has been duly authorized to do so by all requisite corporate action. 9.1.3 This Agreement and the other Transaction Documents to which it is a party are legally binding upon it and enforceable in accordance with its terms. Except as set forth in Section 9.1.3 of Schedule 9 to this Agreement, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party and by which it may be bound, or with its charter or by-laws. 9.1.4 Except, in Alnylam’s case, as set forth in Section 9.1.3 of Schedule 9 to this Agreement, it has not, and will not during the Agreement Term, grant any right to any Third Party which would conflict with the rights granted to the other Party hereunder. It has (or will have at the time performance is due) maintained and will maintain and keep in full force and effect all agreements (including license agreements) and filings (including patent filings) necessary in such Party’s reasonable judgment to perform its obligations hereunder. Further, (a) the execution and delivery of this Agreement and the other Transaction Documents to which it is a party by such Party, (b) the performance of such Party’s obligations hereunder and the other Transaction Documents to which it is a party and (c) the licenses and sublicenses to be granted by such Party and all instruments and documents pursuant to be delivered by such Party hereunder (a) are within this Agreement or the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) other Transaction Documents do not conflict with or violate any provision requirement of applicable laws or regulations existing as of the charter documents of Effective Date and applicable to such Party; (d) . 9.1.5 Neither Party nor any of its Affiliates has been debarred or is subject to debarment and neither Party nor any of its Affiliates will notuse in any capacity, in connection with the Collaboration or, in the case of Tekmira the Manufacturing Activities, any person or entity that has been debarred pursuant to Section 306 of the United States Federal Food, Drug, and Cosmetic Act, or that is the subject of a conviction described in such section. Each Party agrees to inform the other Party in writing immediately if it or any Person that is performing activities in the Collaboration, and Tekmira agrees to inform Alnylam immediately in writing if it or any person or entity that is performing the Manufacturing Activities, is debarred or is the subject of a conviction described in Section 306, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of such the notifying Party's ’s knowledge, violate any law is threatened, relating to the debarment or regulation conviction of the notifying Party or any order person or decree of entity used in any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or capacity by which such Party or any of its property is boundAffiliates in connection with the Collaboration or the Manufacturing Activities, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals case may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementbe.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to and in favour of the other Party as of follows and acknowledges that the Effective Date thatother Party is relying upon such representations and warranties in connection with the matters contemplated by this Agreement: 13.1.1 Such Party (a) it is a company duly organizedincorporated, amalgamated or continued and is validly existing, and in good standing existing under the Laws of its incorporation; (b) is duly qualified as a corporation CBCA and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority to own its Assets and the legal right to conduct its business as now conducted businesses and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement (b) the execution and delivery of this Agreement, of the Ancillary Agreements and of the Reorganization Documents by it and the completion by it of the transactions contemplated herein, in the Ancillary Agreements, in the Reorganization Documents, in the Plan of Arrangement and in the Tax Rulings do not and will not result in the breach of, or violate any term or provision of, its articles or by-laws; (c) neither it nor, in the case of Novelis, any of its Group members is subject to any outstanding injunction, judgment or order, of any Governmental Authority which would prevent or materially delay the transactions contemplated by this Agreement, the Ancillary Agreements, the Reorganization Documents, the Plan of Arrangement or the Tax Rulings; there are no civil, criminal or administrative claims, actions, suits, demands, proceedings, hearings or investigations pending or, to the Party's knowledge, threatened, at law, in equity or otherwise, in, before, or by, any Governmental Authority which (if successful) would prevent or materially delay the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements, the Reorganization Documents, the Plan of Arrangement or the Tax Rulings; (d) the facts and other information which appear in the Rulings Applications relevant to it are accurate in all material respects and there has been no omission to state a material fact or to provide other material information relating to it that would be relevant to the granting of the Tax Rulings; (e) no dissolution, winding up, bankruptcy, liquidation or similar proceeding has been commenced, or is pending or proposed, in respect of it, except as contemplated by the Plan of Arrangement; and (f) the execution and delivery of this Agreement, of the Ancillary Agreements and of the Reorganization Documents and the completion of the transactions contemplated herein, in the Ancillary Agreements and in the Reorganization Documents, have been duly executed approved by its board of directors, and delivered by such Party this Agreement, the Ancillary Agreements and constitutes a the Reorganization Documents constitute legal, valid and binding obligation obligations of such Party, Party enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable insolvency subject to legislation relating to bankruptcy, insolvency, reorganization and other Laws similar legislation of general application and other laws affecting the enforcement of creditors' rights generally, to general principles of equity and limitations upon the enforcement of indemnification for fines or penalties imposed by the availability of equitable remedies; and 13.1.4 All of its employees, officers, law and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementdiscretionary power of the courts as regards specific performance or injunctive relief.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to each of the other Parties as of follows and acknowledges that the Effective Date thatother Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement: 13.1.1 Such Party (a) it is a company duly organizedincorporated, validly existingamalgamated, continued or formed, as applicable, and in good standing is validly existing under the Laws laws of its incorporation; governing jurisdiction and has the corporate power and authority to enter into this Agreement and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder; (b) is duly qualified except as a corporation disclosed in the Circular or in writing to the other Parties, the execution and delivery of this Agreement by it and the completion by it of the transactions contemplated herein do not and will not: (i) result in good standing under the Laws of each jurisdiction where its ownership breach of, or lease of property violate any term or the conduct provision of its business requires constating documents; (ii) conflict with, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, license, permit or authority to which it is a party or by which it is bound, or to which any assets of such qualificationParty are subject, where or result in the failure creation of any Encumbrance upon any of its assets under any such agreement or instrument, or give to be so qualified others any interest or right, including rights of purchase, termination cancellation or acceleration, under any such agreement, instrument, license, permit or authority, which in any case would have a material adverse effect on its financial condition it; or (iii) violate any provisions of any Applicable Law or its ability any judicial or administrative award, judgement, order or decree applicable and known to perform its obligations hereunder; (c) has it, the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation violation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, which would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsit; 13.1.2 The execution(c) no dissolution, winding-up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or, to such Party’s knowledge, is proposed in respect of it, except as contemplated by the Plan of Arrangement; and (d) the execution and delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power completion of such Party; (b) the transaction contemplated herein have been duly authorized approved by all necessary its board of directors or proper corporate action; (c) do not conflict with any provision the board of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any directors of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This general partner (as applicable) and this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, Party enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable subject to bankruptcy, insolvency and other Laws laws affecting the enforcement of creditors' ’ rights generally, generally and to general principles of equity and limitations upon the enforcement of indemnification for fines or penalties imposed by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementlaw.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party that, as of the Effective Date that: 13.1.1 Such Party Date: (ai) it is a company duly organized, validly existing, existing and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) incorporation and has the all requisite corporate power and authority to enter into this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; under this Agreement, (ii) execution of this Agreement and the performance by such Party of its obligations hereunder have been duly authorized, (eiii) this Agreement has been duly executed and delivered on behalf of such Party, and is legally binding and enforceable on each Party in compliance accordance with its charter documents; 13.1.2 The terms, (iv) the performance of this Agreement by it does not create a breach or default under any other agreement to which it is a Party, (v) the execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do does not conflict with any provision of the charter documents of such Party; (d) will notagreement, instrument or understanding, oral or written, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party it is a party, party or by which such Party or any of its property it is bound, which violation would have a material adverse effect on its financial condition nor violate any Law or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legalregulation of any court, valid and binding obligation of governmental body or administrative or other agency having jurisdiction over such Party, enforceable against such Party (vi) no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Laws currently in accordance with its termseffect, except as such enforceability may is or will be limited by applicable insolvency and other Laws affecting creditors' rights generallynecessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the availability performance by it of equitable remedies; and 13.1.4 All its obligations under this Agreement and such other agreements, and (vii) neither such Party, nor any of its employees, officers, and subcontractors, or consultants who have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, rendered services relating to the extent required Licensed Compounds: (a) has ever been debarred or is subject to support such Party's obligations debarment or convicted of a crime for which an entity or person could be debarred by the FDA under 21 U.S.C. Section 335a or (b) has ever been under indictment for a crime for which a person or entity could be so debarred. Certain information marked as [***] has been excluded from this Agreementexhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Mutual Representations and Warranties. Adolor Theravance and GSK Clinigen each represents ------------------------------------- and warrants to the other as of the Effective Date that: 13.1.1 Such Party (a) Such Party: (i) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; ; (bii) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; ; (ciii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; ; (div) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and and (ev) is in compliance with its charter documents; 13.1.2 (b) The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder hereunder: (ai) are within the corporate power of such Party; ; (bii) have been duly authorized by all necessary or proper corporate action; ; (ciii) do not conflict with any provision of the charter documents of such Party; ; (div) will not, to the best of such Party's ’s knowledge, violate any law Laws or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 (c) This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' ’ rights generally, or by the availability of equitable remedies; and 13.1.4 (d) All of its employees, officers, and consultants have executed agreements or have existing obligations under law Laws requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's ’s Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party that as of the Effective Date thatof this Agreement: 13.1.1 Such Party (a) 7.1.1 It is a company duly organized, organized and validly existingexisting under the laws of its jurisdiction of incorporation or formation, and in good standing under has full corporate or other power and authority to enter into this Agreement, and to carry out the Laws of its incorporation; (b) provisions hereof. 7.1.2 It is duly qualified as a corporation authorized to execute and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationdeliver this Agreement, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability and to perform its obligations hereunder; (c) , and the person or persons executing this Agreement on its behalf has the been duly authorized to do so by all requisite corporate power action. 7.1.3 This Agreement is legally binding upon it and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is enforceable in compliance accordance with its charter documents; 13.1.2 terms. The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do it does not conflict with any provision agreement, instrument or understanding, oral or written, to which it is a party and by which it may be bound, or with its charter or by-laws. 7.1.4 It has not granted, and will not grant, during the Term, any right to any Third Party that would conflict with the rights granted to the other Party hereunder. 7.1.5 Neither Party nor any of its Affiliates has been debarred or is subject to debarment and neither Party nor any of its Affiliates will use in any capacity, in connection with the exercise of its rights and the performance of its obligations under this Agreement, any person or entity that has been debarred pursuant to Section 306 of the charter documents United States Federal Food, Drug, and Cosmetic Act or any similar law in any foreign jurisdiction, or that is the subject of a conviction described in such Party; (d) will notsection or similar law in any foreign jurisdiction. Each Party agrees to inform the other Party in writing immediately if it or any person or entity that is performing activities under this Agreement, is debarred or is the subject of a conviction described in Section 306 or similar law in any foreign jurisdiction, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of such the notifying Party's ’s knowledge, violate any law is threatened, relating to the debarment or regulation conviction of the notifying Party or any order person or decree of entity used in any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or capacity by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party Affiliates in accordance connection with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All performance of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party, as of the Effective Date Date, that: 13.1.1 Such Party (a) Such Party is a company duly organized, organized and validly existingexisting under the laws of its jurisdiction of incorporation or organization, and in good standing under (to the Laws extent such concept is relevant) in each jurisdiction necessary or applicable for the performance of its incorporation; (b) is duly qualified obligations as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationset forth herein, except where the failure to so be so qualified in good standing would not have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) under this Agreement. Such Party is duly qualified to do business in its jurisdiction of organization and has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain obtained all necessary licenses, permits, consents, or licenses and approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having in each jurisdiction over that requires such Partyqualification, to the extent required for the ownership and operation of its business, except where the failure to so qualify or obtain such licenses, permits, consents licenses or approvals, or to make such notices, approvals would not have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and under this Agreement. (eb) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party the performance of its obligations hereunder (a) are within the corporate power of such Party; (b) have been duly approved and authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents action of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 . This Agreement has been duly executed and delivered by such Party and constitutes a the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability enforcement thereof may be limited by applicable insolvency bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and other Laws laws relating to or affecting creditors' ’ rights generally, or generally and by the availability general principles of equitable remedies; andequity. 13.1.4 All (c) The execution and delivery of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made this Agreement by such individuals during Party, the course of and as the result of their association with performance by such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with fulfillment by such Party that of the provisions of this Agreement shall not (i) conflict with, violate or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any material indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such individuals may receive during Party is a party or by which it or any of its properties are bound, (ii) violate the course charter or bylaws or any other equivalent organizational document of and as the result of their association with such Party, (iii) require any consent or approval under any judgment, order, memorandum of understanding, writ, decree, permit or license to which such Party is a party or by which its assets are bound, or (iv) require the consent or approval of any other party to any material contract, instrument, or commitment to which such Party is a party or by which it is bound. (d) There are no Proceedings pending or, to the extent required to support actual knowledge of such Party's , threatened or contemplated against such Party (i) asserting the invalidity of this Agreement, (ii) seeking any determination or ruling that could materially and adversely affect the exercise by such Party of its rights or performance by such Party of its obligations under this Agreement or (iii) seeking any determination or ruling that could materially and adversely affect the validity or enforceability of this Agreement. (e) Neither such Party nor any of its Affiliates, nor any of their officers, directors or principals is a Person (i) named on any of the following lists maintained by the US Office of Foreign Assets Control: the Specially Designated Nationals List, the Sectoral Sanctions Identifications List and Non-SDN Iranian Sanctions List, any list of geographic territories subject to comprehensive restrictions (e.g., Cuba, Iran, Sudan, Syria, North Korea, and the Crimea Region of Ukraine), (ii) named on the EU Consolidated List, the UK HM Treasury Consolidated List, the Monetary Authority of Singapore’s Lists of Designated Individuals and Entities, or the Consolidated United Nations Security Council Sanctions List, (iii) which resides or transacts, or is organized under the laws of a country (1) designated as non-cooperative with anti-money laundering laws by a Governmental Authority, including the Financial Action Task Force, or (2) designated as warranting USA Patriot Act Section 311 “special measures,” (iv) which operates under an offshore banking license that prohibits such Person from conducting banking activities with the citizens of, or with the local currency of, the country that issued the license, or (v) which is a “foreign shell bank” or a “senior foreign political figure” as such terms are defined in the USA PATRIOT Act.

Mutual Representations and Warranties. Adolor COH and GSK Licensee each represents ------------------------------------- and warrants to the other as of the Effective Date thatfollows: 13.1.1 Such Party (a) is a company duly organized9.1.1 It has the right and authority to enter into this Agreement and all action required to be taken on its behalf, validly existingits officers, directors, partners and stockholders necessary for the authorization, execution, and in good standing under delivery of this Agreement and, the Laws performance of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws all of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices tothis Agreement, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly when executed and delivered by such Party and constitutes a legaldelivered, will constitute valid and legally binding obligation obligations of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by subject to: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; and (ii) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; 9.1.2 Entry into this Agreement will not constitute a breach of or conflict with any other agreement to which it is party; 9.1.3 It has read this Agreement, with assistance from its counsel of choice. It understands all of this Agreement’s terms. It has been given a reasonable amount of time to consider the contents of this Agreement before each Party executed it. It agrees that it is executing this Agreement voluntarily with full knowledge of this Agreement’s legal significance; and 13.1.4 All of its employees9.1.4 It agrees that it is not relying in any manner on any statement, officerspromise, and consultants have executed agreements representation or have existing obligations under law requiring assignment to such Party of all Inventions understanding, whether oral, written or implied, made by such individuals during the course of and as the result of their association with such other Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under is not specifically set forth in this Agreement. It acknowledges that, after execution of this Agreement, it may discover facts different from or in addition to those which it now knows or believes to be true. Nevertheless, it agrees that this Agreement shall be and remain in full force and effect in all respects, notwithstanding such different or additional facts.

Mutual Representations and Warranties. Adolor and GSK each Each party represents ------------------------------------- and warrants to the other (as of the Effective Date thatDate) as follows: 13.1.1 Such Party (a) it is a company corporation duly organized, organized and validly existing, and in good standing existing under the Laws laws of the state or country of its incorporation; ; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) it has the requisite corporate complete and unrestricted power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of enter into this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This (c) this Agreement has been duly authorized, executed and delivered by such Party party and constitutes a legal, valid and binding obligation of such Party, party enforceable against such Party party in accordance with its terms, terms except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallybankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, or other similar laws affecting the rights and remedies of creditors generally and by general principles of equity; (d) the availability execution, delivery and performance of equitable remediesthis Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which such party is a party or by which such party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over such party; andwithout limiting the warranties in this Section, 13.1.4 All (e) all consents, approvals and authorizations from all governmental authorities or other third parties required to be obtained by such party in connection with the execution and delivery of this Agreement have been obtained; (f) no person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such party for any commission, fee or other compensation as a finder or broker because of any act by such party or its agents; and *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (g) it has not entered into any agreement with any Third Party that is in conflict with the rights granted to the other party pursuant to this Agreement; (h) there are no suits, claims, or proceedings pending, or to its best knowledge and belief, after due inquiry, threatened against it or any of its employees, officers, and consultants have executed agreements Affiliates in any court or have existing obligations under law requiring assignment by or before any governmental body or agency which would affect its ability to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's perform its obligations under this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other as of the Effective Date Party that: 13.1.1 Such Party (a) it is a company duly organized, organized and validly existingexisting under the laws of its jurisdiction of incorporation or formation, and in good standing under has full corporate or other power and authority to enter into this Agreement and to carry out the Laws of its incorporation; provisions hereof; (b) it is duly qualified as a corporation authorized to execute and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf have been duly authorized to do so by all requisite corporate or partnership action; [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. (c) has the requisite corporate power (i) this Agreement is legally binding upon it and authority and the legal right to conduct enforceable in accordance with its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or byterms, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to (ii) the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do it does not conflict with any provision agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, or violate any material law or regulation of the charter documents of such Party; any court, governmental body or administrative or other agency having jurisdiction over it; (d) will it has not, and will not during the Term, grant any right to any Third Party that would conflict with the rights granted to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentalityother Party hereunder; and (e) will not violate or conflict with any terms of any indenture(i) to its actual knowledge, mortgage, deed of trust, lease, agreement, or other instrument it has sufficient legal and/or beneficial title under its intellectual property rights necessary for the purposes contemplated under this Agreement and to which grant the rights and licenses such Party is a party, or by which such purports to grant the other Party or any pursuant to this Agreement; and (ii) all of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, employees and consultants have executed agreements or have existing obligations under law requiring that require assignment to such Party it of all Inventions inventions made by such individuals during the course of and as the a result of their association with it and that obligate such Party, and obligating such individuals individual to maintain as confidential such Party's Confidential Informationany information that is owned or Controlled by it, as well as the or that is Confidential Information of Persons doing business with such Party that such individuals may receive during provided by the course of and as the result of their association with such other Party, to the extent required to support such Party's obligations under this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party, as of the Effective Date Date, that: 13.1.1 Such Party : (aA) it is a company corporation duly organized, validly existing, existing and in good standing under the Laws laws of its incorporationjurisdiction of formation; (bB) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) it has the requisite full corporate power and authority to execute, deliver and perform this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery of this Agreement and the legal right to conduct consummation of the transactions contemplated by this Agreement; (C) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its business as now conducted terms; (D) all consents, approvals and hereafter contemplated authorizations from all Governmental Authorities or other Third Parties required to be conductedobtained by it in connection with this Agreement have been obtained; (dE) the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, do not and shall not (x) conflict with or result in a breach of 21 any provision of its organizational documents, (y) result in a breach of any other agreement to which it is a party, or (z) violate any appliable law; (F) it has or and will obtain at all times during the Term comply with all applicable laws in all material respects, including obtaining all necessary licenses, permits, consents, or approvals from or by, and has made or will make all authorizations necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations this Agreement and to exploit any license or rights granted to it hereunder, as now or hereafter required under any applicable statutes, laws, ordinances, rules and regulations; and (eG) is it has not prior to the Effective Date and shall not during the Term (x) have been debarred under Article 306 of the FDCA, 21 U.S.C. § 335a(a) or (b), or any equivalent foreign or local law, rule or regulation, or (y) use or employ in compliance with its charter documents; 13.1.2 The execution, delivery and performance any capacity related to the subject matter of this Agreement by such Party and all instruments and documents to be delivered by such Party or activities hereunder (aany individual, corporation, partnership, or association which has been debarred under Article 306 of the FDCA, 21 U.S.C. § 335a(a) are within the corporate power of such Party; or (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not), to the best of such Party's knowledge, violate any law or regulation or any order equivalent foreign or decree of any court of governmental instrumentality; (e) will not violate local law, rule or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementregulation.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other as of the Effective Date thatfollows: 13.1.1 Such Party (a) It is a company corporation duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; (b) the jurisdiction in which it is duly qualified as a corporation incorporated, and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority and the legal right to conduct own and operate its property and assets and to carry on its business as it is now being conducted and hereafter as contemplated in this Agreement, including, without limitation, the right to be conducted; grant the licenses it is granting hereunder. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (db) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, that would have a material adverse effect on its financial condition or inhibit its ability to perform its obligations hereunder; under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power performance of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This , and (iv) this Agreement has been duly executed and delivered by on behalf of such Party Party, and constitutes a legal, valid and binding obligation of such Party, Party that is enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' . (c) It has not entered into any agreement with any third party that is in conflict with the rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, granted to the extent required to support such Party's obligations other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party, as of the Effective Date thatfollows: 13.1.1 Such Party (a) It is a company or corporation duly organized, validly existing, and in good standing under the Laws of its incorporation; the jurisdiction in which it is incorporated; (bi) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) it has the requisite corporate power and authority and the legal right to conduct enter into this Agreement and perform its business as now conducted and hereafter contemplated to be conductedobligations hereunder; (dii) it has or will obtain taken all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect corporate action on its financial condition or its ability part required to perform authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (eiii) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by on behalf of such Party Party, and constitutes a legal, valid valid, and binding obligation of such Party, Party that is enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by subject to applicable insolvency bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting creditors' ’ rights and remedies generally; (c) The execution and delivery of this Agreement, and the license granted pursuant to this Agreement (i) do not and will not conflict with or by violate any requirement of Applicable Law existing as of the availability Effective Date; (ii) do not and will not conflict with or violate the certificate of equitable remediesincorporation or by-laws (or other constitutional documents) of such Party; and (iii) do not and will not conflict with, violate, breach or constitute a default under any contractual obligations of such Party or any of its Affiliates existing as of the Effective Date; (d) Neither such Party nor any of its Affiliates is under any obligation to any Person, contractual or otherwise, that is in violation of the terms of this Agreement or that would impede the fulfillment of such Party’s obligations hereunder; (e) Neither such Party nor any of its Affiliates is debarred or disqualified under any Applicable Laws; and 13.1.4 All (f) No authorization, consent, approval of its employeesa third party, officersnor any license, permit, exemption of or filing or registration with or notification to any court or Governmental Authority is or will be necessary for the (i) valid execution and consultants have executed agreements delivery of this Agreement by such Party; or have existing obligations under law requiring assignment to (ii) the consummation by such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementtransactions contemplated hereby.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party, (i) as of the Original Effective Date (with references to “this Agreement” in this Section 8.1 being deemed references to the Original Collaboration Agreement) and (ii) as of the Amended and Restated Effective Date (with references to “this Agreement” in this Section 8.1 being deemed references to this Amended and Restated Collaboration Agreement), that: 13.1.1 Such 8.1.1 such Party (a) is a company duly organized, validly existing, existing and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) incorporation and has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; 8.1.2 execution of this Agreement and the legal right to conduct performance by such Party of its business as now conducted obligations hereunder have been duly authorized; 8.1.3 this Agreement has been duly executed and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over delivered on behalf of such Party, to and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the extent required for terms hereof; 8.1.4 the ownership and operation performance of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have this Agreement by it does not create a material adverse effect on its financial condition breach or its ability default under any other agreement to perform its obligations hereunder; and (e) which it is in compliance with its charter documentsa party; 13.1.2 The 8.1.5 the execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do does not conflict with any provision of the charter documents of such Party; (d) will notagreement, instrument or understanding, oral or written, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party it is a party, party or by which such Party or any of its property it is bound, which violation would have a material adverse effect on its financial condition nor violate any Law or on its ability to perform regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; 8.1.6 no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Laws currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations hereunder;under this Agreement and such other agreements except as may be required to obtain clearance under the HSR Act; and 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of 8.1.7 neither such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All nor any of its employees, officers, and subcontractors, or consultants who have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, rendered services relating to the extent required Products: (a) has ever been debarred or is subject to support such Party's obligations debarment or convicted of a crime for which an entity or person could be debarred by the FDA under this Agreement21 U.S.C. Section 335a or (b) has ever been under indictment for a crime for which a person or entity could be so debarred.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party, as of the Effective Date thatDate, as follows: 13.1.1 Such Party (a) such Party is a company corporation duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporation; (b) , is duly qualified as a corporation to do business and is in good standing under the Laws of as a foreign corporation in each jurisdiction where its ownership or lease of property or in which the conduct of its business or the ownership of its properties requires such qualification, where the qualification and failure to be so qualified have such would have a material adverse effect on its financial condition or its ability to perform prevent such Party from performing its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsunder this Agreement; 13.1.2 The (b) the execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; , and this Agreement is a legal and valid obligation binding on such Party and enforceable in accordance with its terms and does not: (ci) do not conflict with to such Party’s knowledge and belief, violate any provision law, rule, regulation, order, writ, judgment, decree, determination or award of the charter documents of any court, governmental body or administrative or other agency having jurisdiction over such Party; nor (dii) will notconflict with, to the best of such Party's knowledgeor constitute a default under, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, instrument or other instrument understanding, oral or written, to which such Party is a party, party or by which it is bound; (c) such Party has obtained, or is not required to obtain, the consent, approval, order or authorization of any Third Party, or has completed, or is not required to complete, any registration, qualification, designation, declaration or filing with any Regulatory Authority or governmental authority in connection with the execution and delivery of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This this Agreement has been duly executed and delivered the performance by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement, except as contemplated under the Regulatory Plan; and (d) such Party has the right to grant the rights contemplated under this Agreement and has not, and will not during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.

Mutual Representations and Warranties. Adolor and GSK each Each of the Parties hereby represents ------------------------------------- and warrants (on its own behalf and on behalf of its Affiliates, where applicable) as of the Execution Date to the other Party as of the Effective Date thatfollows: 13.1.1 Such Party (a) it is a company duly organized, organized and validly existing, and in good standing existing under the Laws applicable Law of its incorporation; (b) is duly qualified as a corporation jurisdiction of incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) it has the requisite full corporate power and authority and has taken all corporate action necessary to enter into and perform this Agreement; (b) this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. The person or persons executing this Agreement on such Party’s behalf have been duly authorized to do so by all requisite corporate action; (c) it has not been debarred or the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; subject of debarment proceedings by any Governmental Authority; (d) to its Knowledge, it and its Affiliates have not violated the U.S. Foreign Corrupt Practices Act, UK Bribery Act Foreign Corrupt, and any other Laws governing bribery, money laundering or other corrupt practice and behavior; (e) it is licensed, registered, or qualified under applicable Law to do business, and has obtained, or will obtain all necessary by the Closing Date, such licenses, permits, consents, authorizations or approvals from completed such registrations or by, and has made such notifications as may be necessary or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, required by applicable Law (including those required pursuant to the extent required for HSR Act); and (f) to its Knowledge, the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement Agreement, and compliance with its terms and provisions, and the consummation of the transaction contemplated hereby, by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate conflict, interfere or conflict with be inconsistent with, result in any terms breach of or constitute a default under, any indenture, mortgage, deed of trust, lease, agreement, agreement or other instrument or understanding, oral or written, to which such Party is a partyit, or by which such Party or any of its property Affiliates, is a party or by which it, or any of its Affiliates, is bound, which violation would have a material adverse effect on nor to its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed knowledge violate any applicable Law; and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Informationit is, as well as between the Confidential Information of Persons doing business Parties, solely responsible to ensure compliance by it and its Affiliates with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementall applicable Laws.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party as of the Effective Date that: 13.1.1 Such 10.1.1 such Party (a) is a company duly organized, validly existing, existing and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) incorporation and has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 10.1.2 execution of this Agreement and the legal right to conduct performance by such Party of its business as now conducted obligations hereunder have been duly authorized; 10.1.3 this Agreement has been duly executed and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over delivered on behalf of such Party, to and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsterms hereof; 13.1.2 The 10.1.4 the performance of this Agreement by it does not create a breach or default under any other agreement to which it is a party; 10.1.5 the execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do does not conflict with any provision of the charter documents of such Party; (d) will notagreement, instrument or understanding, oral or written, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party it is a party, party or by which such Party or any of its property it is bound, which violation would have a material adverse effect on its financial condition nor violate any Law or on its ability to perform regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; 10.1.6 no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Laws, rules or regulations currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations hereunder; 13.1.3 This under this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, other agreements except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallyrequired under the Series B-2 Preferred Stock Purchase Agreement or, or by the availability upon exercise of equitable remediesa GSK Program Option, to obtain ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ clearance; and 13.1.4 All 10.1.7 to its knowledge, such Party has not employed and has not used a contractor or consultant that has employed, any individual or entity debarred by the FDA (or subject to a similar sanction of other Regulatory Authorities in the Territory), or, to its knowledge, any individual who or entity which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of other Regulatory Authorities in the Territory), in the conduct of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, activities prior to the extent required to support such Party's obligations under this AgreementEffective Date.

Mutual Representations and Warranties. Adolor Each Party hereby represents, warrants, and GSK each represents ------------------------------------- and warrants covenants (as applicable) to the other Party as of the Effective Date thatfollows: 13.1.1 Such Party (a) As of the Execution Date and the Effective Date, is a company or corporation duly organized, validly existing, and in good standing under the Laws laws of its incorporation; (b) the jurisdiction in which it is duly qualified as a corporation incorporated, and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority and the legal right to conduct own and operate its property and assets and to carry on its business as it is now being conducted and hereafter as contemplated in this Agreement, including the right to be conducted; grant the licenses granted by it hereunder; (db) As of the Execution Date and the Effective Date, it has or will obtain all necessary licenses, permits, consents, or approvals from or by, the full corporate power and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, authority and the legal right to the extent required for the ownership enter into this Agreement and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; . It has taken all necessary corporate action on its part required to authorize the execution and (e) delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in compliance accordance with its charter documentsterms; 13.1.2 The (c) As of the Execution Date and the Effective Date, the execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (ai) are within not prohibited or limited by, and shall not result in the corporate power breach of or a default under, any provision of the certificate or articles of incorporation or bylaws of such Party; (b) have been duly authorized by all necessary or proper corporate action; (cii) do not conflict with any provision of the charter documents of Applicable Law applicable to such Party; and (iii) do not conflict with, result in a breach of or constitute a default under any agreement binding on such Party or any applicable order, writ, injunction or decree of any Governmental Authority to which such Party is a party or by which such Party is bound. Such Party has not previously granted any rights in conflict with the rights and licenses granted by it herein. As of the Effective Date, except with respect to the Existing License Agreements, there are no existing agreements, options, commitments or rights with, of or to any Person to acquire or obtain any rights with respect to such Party’s intellectual property rights in conflict with the rights and licenses granted by such Party herein; (d) will notIn the course of the development of Lyell Technology, including Lyell Anti-Exhaustion Technology, Lyell has not used prior to the Execution Date and neither Party shall use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party's ’s knowledge, violate any law or regulation or any order or decree is the subject of any court of governmental instrumentality; debarment proceedings by a Regulatory Authority; (e) It has not, and will not violate or not, after the Execution Date and during the Term, grant any right to any Third Party that would conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or the rights granted to the other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party (f) Except for any filings that such individuals may receive during the course of and as the result of their association with such Party, to the extent be required to support such Party's obligations under comply with the HSR Act or with respect to Regulatory Authorities to perform the transactions contemplated hereby, it is not and will not be required to give any notice to any Governmental Authority or obtain any approval in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the transactions contemplated hereby.

Mutual Representations and Warranties. Adolor Arcus and GSK WuXi each represents ------------------------------------- and warrants to the other as of the Effective Date thatDate: 13.1.1 7.1.1 Such Party (ai) is a company duly organized, validly existing, existing and in good standing under the Applicable Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunderorganization; and (cii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted enter into this Agreement and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to carry out the extent required for the ownership and operation provisions of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsthis Agreement; 13.1.2 7.1.2 The execution, delivery and performance of this Agreement by such Party Party, including, without limitation, in the case of WuXi, the license grant under Section 2.1 and all instruments and documents the delivery by WuXi of any Licensed Technology to be delivered by such Party hereunder Arcus for use as contemplated under this Agreement, (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (ci) do not conflict with any provision of the charter organizational documents of such Party; (dii) will not, to the best of such Party's ’s knowledge, violate any law or regulation or Applicable Laws including any order or decree of any court of governmental instrumentalityor Governmental Authority; and (eiii) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, agreement or other instrument to which such Party is a party, or by which such Party is bound or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;becomes bound during the Term; and 13.1.3 7.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms. The execution, except as such enforceability may be limited delivery and performance of this Agreement by applicable insolvency it does not materially conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law. 7.1.4 It has not granted, and shall not grant during the Term, any right to any Third Party which would materially conflict with the rights granted to the other Party hereunder. It has, and covenants that it shall, maintain and keep in full force and effect all agreements necessary to perform its obligations hereunder. Each Party further covenants that it will at all times comply with all Applicable Laws affecting creditors' rights generallyrelating to the import and export of Licensed Products, or by the availability of equitable remedies; and 13.1.4 All of its employeesany materials or components related thereto, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course Term of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.

Mutual Representations and Warranties. Adolor Company hereby makes the following representations and GSK warranties to AMYRIS, and AMYRIS hereby makes the following representations and warranties to Company, in each represents ------------------------------------- and warrants to the other case as of the Effective Date thatDate: 13.1.1 Such Party (ai) It is a company duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; (b) the jurisdiction in which it is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) organized. It has the all requisite corporate power and authority to own its respective properties and the legal right to conduct carry on its respective business as now conducted as of the date of this Agreement and hereafter contemplated as proposed to be conducted; . It has the requisite power and authority to execute, deliver and perform its obligations under this Agreement. (dii) has or will obtain all All corporate action on the part of it, its officers, directors and stockholders necessary licensesfor the authorization, permits, consents, or approvals from or byexecution and delivery of this Agreement, and the performance of all obligations hereunder, has made been taken or will make all necessary notices toshall be taken prior to the date of this Agreement, all Governmental Authorities having jurisdiction over such Partyand this Agreement, when executed and delivered by it, shall constitute a valid and legally binding obligation of it, enforceable against it in accordance with its terms except to the extent required for the ownership and operation of its businessthat (a) such enforcement may be subject to bankruptcy, where the failure insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; creditor’s rights generally and (eb) is in compliance with its charter documents;the remedy of specific performance or injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 13.1.2 (iii) The execution, delivery and performance of this Agreement by such Party (with or without the giving of notice, the lapse of time or both) and all instruments and documents to be delivered by such Party hereunder the consummation of the transactions contemplated hereby, (a) are within do not require the corporate power consent of such any Third Party; (b) have been duly authorized do not conflict with, result in a breach of, or constitute a default under, its organizational documents or any other material contract or agreement to which it is a party or by all necessary which it may be bound or proper corporate actionaffected; and (c) do not conflict with violate in any material respect any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any applicable law or regulation or any order order, injunction, judgment or decree of any court Governmental Entity by which it may be bound, or require any regulatory filings or other actions to comply with the requirements of governmental instrumentality; applicable law, except to the extent that either Party is required to file any notification pursuant to applicable anti-trust or competition laws. It is not a party to, nor is it bound by, any agreement or commitment that prohibits the execution and delivery of this Agreement. (eiv) will not violate or conflict with any terms No insolvency proceedings of any indenturecharacter, mortgageincluding bankruptcy, deed receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting it are pending or threatened, and it has not made any assignment for the benefit of trust, lease, agreementcreditors or taken any action in contemplation of, or other instrument to which would constitute the basis for, the institution of such Party insolvency proceedings. (v) There is a partyno action, suit, proceeding or by investigation pending or threatened against it which such Party or questions the validity of this Agreement. It is not in violation of any applicable law in respect of the conduct of its property is bound, business or the ownership of its properties which violation would have a material adverse effect on its financial condition business or on the ownership of its ability to perform properties, and it shall undertake its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party hereunder in accordance in all material respects with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementlaw.

Mutual Representations and Warranties. Adolor CTI, PolaRx and GSK PharmaBio each represents ------------------------------------- and warrants solely with respect to itself to the other as of the Effective Date that: 13.1.1 Such Party : (a) it is a company duly organized, validly existing, and in good standing under the Laws laws of its jurisdiction of incorporation; (b) it is duly qualified as a corporation and in good standing under the Laws of in each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would or in good standing has or could reasonably be expected to have a material adverse effect on its financial condition or its ability to perform its obligations hereunderMaterial Adverse Effect; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are it is within the its corporate power of such Party; (b) have and has been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Partyaction on its part; (d) will notthe execution, delivery and performance by it of the Transaction Documents to the best which it is a party do not and shall not (i) violate any provision of such Party's knowledge, violate its articles of incorporation or bylaws or any law or governmental rule or regulation applicable to it, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any order material agreement to which it is a party or decree by which its assets are bound, (iii) result in or require the creation or imposition of any court lien upon any of its properties or assets (other than pursuant to the Transaction Documents), (in each case, except for such breaches, conflicts or defaults that do not have or are not reasonably likely to, individually or in the aggregate, have a Material Adverse Effect), or (iv) require or be subject to any consent or approval of any Third Party or governmental instrumentalityentity whether under any agreement or otherwise, except where failure to obtain such consent or approval does not result in, or is not reasonably likely to result in, a Material Adverse Effect; and (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument each Transaction Document to which such Party it is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement party has been duly executed and delivered by such Party and constitutes a legal, is the legally valid and binding obligation of such Partyobligation, enforceable against such Party it in accordance with its termsthe terms thereof, except as such enforceability may be limited by applicable insolvency and other Laws affecting bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' ’ rights generally, generally or by the availability equitable principles (regardless of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements whether enforcement is sought in equity or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementat law).

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party as of the Effective Date that: 13.1.1 Such Party (a) such Party is a company corporation or entity duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporation; (b) is duly qualified as a corporation incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to execute and deliver this Agreement and the legal right Trademark License Agreement and to conduct its business as now conducted carry out the provisions hereof and hereafter contemplated thereof; (b) such Party is duly authorized, by all requisite corporate action, to be conducted; execute and deliver this Agreement and the Trademark License Agreement and to carry out the provisions hereof and thereof, and the Person executing this Agreement and the Trademark License Agreement on behalf of such Party is duly authorized to do so by all requisite corporate action; (dc) has no consent, approval, order or will obtain all necessary licenses, permits, consentsauthorization of, or approvals from registration, qualification, designation, declaration or byfiling with, and has made any federal, state or will make all necessary notices to, all Governmental Authorities having jurisdiction over local governmental authority is required on the part of such Party, to Party in connection with the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The valid execution, delivery and performance of this Agreement by and the Trademark License Agreement, except where the failure to obtain any of the foregoing could not, individually or in the aggregate, reasonably be expected to materially adversely affect such Party’s ability to consummate the transactions contemplated herein or therein or perform its obligations hereunder or thereunder; (d) this Agreement and the Trademark License Agreement are legal and valid obligations binding upon such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its their respective terms, except as such enforceability may be limited by applicable insolvency bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors' rights generally, or by the availability of equitable remediessimilar laws; and 13.1.4 All (e) the execution, delivery and performance by it of this Agreement and the Trademark License Agreement and its compliance with the terms and provisions of this Agreement and the Trademark License Agreement does not and will not (i) conflict with or result in a violation or breach of any of the terms, conditions or provisions of its employeescertificate or articles of incorporation or by-laws (or other comparable corporate charter documents); (ii) conflict with or result in a violation or breach of any term or provision of any law or order applicable to it; or (iii) (A) conflict with or result in a violation or breach of, officers(B) constitute (with or without notice or lapse of time or both) a default under, (C) require it to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (D) result in the creation or imposition of any Lien upon it or any of the InSite Intellectual Property under, any contract, instrument or license to which it is a party or by which any of its assets and properties is bound; except, in the case of (i), (ii) and (iii) above, which could not, individually or in the aggregate, reasonably be expected to materially adversely affect its ability to consummate the transactions contemplated herein or perform its obligations hereunder, and consultants have executed agreements or have existing obligations under law requiring assignment except, in the case of (iii)(A), (B) and (D) above, with respect to such Party (x) that certain Amended and Restated Security Agreement, dated as of all Inventions made December 30, 2005, by such individuals during and between InSite and The Bank of New York (the course of “Security Agreement”) and (y) the 2003 Senior Notes, the 2005 Senior Notes (each as defined in the result of their association with such PartySecurity Agreement), as amended on December 22, 2006, and obligating such individuals to maintain as confidential such Party's Confidential Informationthose senior secured promissory notes issued by InSite on January 11, 2006, as well as amended on December 22, 2006 (the Confidential Information of Persons doing business “2006 Senior Notes,” and together with such Party that such individuals may receive during the course of 2003 Senior Notes and as the result of their association with such Partyamended 2005 Senior Notes, to the extent required to support such Party's obligations under this Agreement“Senior Secured Notes”).

Mutual Representations and Warranties. Adolor Tarsus and GSK Lian each represents ------------------------------------- and warrants to the other as of the Effective Date thatDate: 13.1.1 12.1.1 Such Party Party: (a) is a company duly organized, validly existing, existing and in good standing under the Laws of the jurisdiction of its incorporationorganization; and (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 12.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder Party: (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter organizational documents of such Party; (d) will not, to the best of such Party's ’s knowledge, violate any law or regulation Laws or any order or decree of any court of governmental instrumentalityor Governmental Authority; and (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, agreement or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 12.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 12.1.4 No governmental authorization, consent, approval (except as such enforceability may Regulatory Approvals), license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be limited by applicable insolvency and other Laws affecting creditors' rights generallynecessary for, or in connection with, the performance of the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; 12.1.5 Neither such Party nor, to either Party’s knowledge, any of its employees has been debarred by the availability of equitable remedies; and 13.1.4 All of its employeesFDA (or similar action by any other Regulatory Authority), officers, and consultants have executed agreements or have existing obligations under law requiring assignment subject to such Party of all Inventions made an FDA debarment investigation or proceeding (or similar investigation or proceeding by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementany other Regulatory Authority) for any reason.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other as of Party the Effective Date thatfollowing on the date hereof: 13.1.1 Such Party (a) the Party is a company corporation duly organizedincorporated, validly existing, existing and in good standing under the Laws laws of its incorporation; jurisdiction of formation; (b) is duly qualified as a corporation the Party has the necessary corporate capacity and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure authority to be so qualified would have a material adverse effect on its financial condition or its ability execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder; under this Agreement and has taken all necessary corporate action in respect of the foregoing; (c) has neither the requisite corporate power and authority and Agreement nor the legal right completion of the transactions contemplated hereby conflicts with, or will conflict with, or will result in a breach or violation of, any constating documents of the Party, any agreement to conduct which the Party is a party or by which the Party is bound, or any Applicable Law, where such conflict, breach or violation would prevent, impair or modify the performance by the Party of its business as now conducted and hereafter contemplated to be conducted; obligations under this Agreement in any material respect; (d) has there is no consent, approval, authorization, release, waiver or will obtain all necessary licenses, permits, consentsother action of, or approvals from any registration, declaration, filing or by, and has made notice with or will make all necessary notices to, all any Governmental Authorities having jurisdiction over such Party, to the extent Authority or other person that is required for the ownership and operation of its business, where execution or delivery by the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance Party of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within or the corporate power performance of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This (e) this Agreement has been duly executed and delivered by such the Party and constitutes will constitute upon execution and delivery thereof a legal, valid and binding obligation of such Party, the Party enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable insolvency bankruptcy, insolvency, liquidation, reorganization, reconstruction and other Laws similar laws of general application affecting creditors' the enforceability of remedies and rights generally, or by of creditors and except that equitable remedies such as specific performance and injunction are in the availability discretion of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementa court.

Mutual Representations and Warranties. Adolor Without limiting the representations and GSK warranties made by the Parties in any other Implementing Document, each Party represents ------------------------------------- and warrants to the other Party as of the Effective Date thatdate hereof: 13.1.1 Such Party (a) it is a company duly organized, organized and validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporation; (b) is duly qualified as a corporation formation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to execute, deliver and perform this Agreement and the legal right other Implementing Documents to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or bywhich it is a party, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to consummate the extent required for transactions contemplated by this Agreement and the ownership and operation of its business, where the failure other Implementing Documents to obtain such licenses, permits, consents or approvals, or to make such notices, would have which it is a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsparty; 13.1.2 The (b) the execution, delivery and performance of this Agreement by such Party and all instruments the other Implementing Documents to which it is a party and documents to be delivered by such Party hereunder (a) are within the corporate power consummation of such Party; (b) the transactions contemplated hereby and thereby have been duly authorized by all necessary or proper corporate action; action on its part; (c) do not conflict with any provision of this Agreement and the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument Implementing Documents to which such Party it is a party, or by which such Party or any of its property is bound, which violation would party that have a material adverse effect been executed and delivered on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has behalf, have been duly executed and delivered by such Party and constitutes a constitute its legal, valid valid, and binding obligation of such Party, obligations enforceable against such Party it in accordance with the terms of this Agreement and such other Implementing Documents, respectively; (d) the execution, delivery and performance of this Agreement and the other Implementing Documents to which it is a party and the consummation of the transactions contemplated by this Agreement and such Implementing Documents do not (i) violate (A) any law or any governmental rule or regulation applicable to it, in any material respect, (B) memorandum and articles of incorporation, bylaws or other charter or organizational documents, or (C) any material order, judgment or decree of any court, governmental body or administrative or other agency having jurisdiction over it; or (ii) conflict with, result in a breach of or constitute a default under any contract or agreement to which it is a party or by which it is bound; (e) no consent, approval or authorization of or from any third party, including any governmental entity, whether prescribed by law, regulation, contract or agreement, is required in order for its termsexecution or delivery of this Agreement and the other Implementing Documents to be effective, except for such filings with the U.S. Securities and Exchange Commission as such enforceability may be limited by applicable insolvency required under Sections 13 and other Laws affecting creditors' rights generally16 of the Securities Exchange Act of 1934, or by the availability of equitable remediesas amended; and 13.1.4 All of its employees(f) there is no action, officerssuit, and consultants have executed agreements proceeding, inquiry or have existing obligations under law requiring assignment to such Party of all Inventions made investigation before or by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Partyany governmental entity or any self-regulatory organization or body pending or, to its knowledge, threatened against or affecting it that challenges, or may have the extent required effect of preventing, delaying, making illegal, or otherwise interfering with, this Agreement, any other Implementing Document or any other agreements, instruments and documents executed and delivered or to support such Party's obligations under be executed and delivered by it in connection with this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each of the Parties hereby represents ------------------------------------- and warrants to the other Party as of the Effective Date thatfollows: 13.1.1 Such Party (a) such Party (i) is a company corporation duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; the state in which it is incorporated, (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (cii) has the requisite corporate power and authority and the legal right to conduct own and operate its property and assets, to lease the property and assets it operates under lease, and to carry on its business as it is now conducted and hereafter contemplated to be being conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make (iii) is in compliance with all necessary notices torequirements of applicable law, all Governmental Authorities having jurisdiction over such Party, except to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, that any noncompliance would not have a material adverse effect on its the properties, business, financial or other condition or its of such Party and would not materially adversely affect such Party’s ability to perform its obligations hereunder; under this Agreement; (b) this Agreement is a legal and (e) is valid obligation binding upon such Party and enforceable in compliance accordance with its charter documents; 13.1.2 The terms, and the execution, delivery and performance of this the Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do does not conflict with any provision of the charter documents of such Party; (d) will notagreement, instrument or understanding, oral or written, to the best of such Party's knowledgewhich it is a party or by which it is bound, nor violate any law or regulation or any order or decree of any court court, governmental body or administrative or other agency having jurisdiction over it. Each Party expressly represents and warrants that it has the full power and authority to enter into this Agreement and to carry out the obligations contemplated hereby; (c) it has taken all necessary corporate action on its part to authorize the execution and delivery of governmental instrumentalitythis Agreement; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately. (d) the manufacture, use, importation, offer for sale or sale of its Product Line as contemplated hereunder does not infringe any Third Party’s intellectual property right; (e) the use of its trademarks, trade names or trade dress pursuant to the terms of this Agreement and the Marketing Plan does not and will not violate or conflict with any terms infringe the rights of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a third party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed (f) that with respect to all regulatory filings to obtain Regulatory Approvals, the data and delivered by such Party and constitutes a legal, valid and binding obligation of information in such Party’s submissions are and shall be free from fraud and/or material falsity, enforceable against that the Regulatory Approvals have not been and will not be obtained either through bribery or the payment of illegal gratuities, that the data and information in such Party in accordance with its terms, except as such enforceability may Party’s submissions are and shall be limited by applicable insolvency accurate and other Laws affecting creditors' rights generally, or by reliable for purposes of supporting approval of the availability of equitable remedies; and 13.1.4 All of its employees, officerssubmissions, and consultants have executed agreements that the Regulatory Approvals shall be obtained without illegal or have existing obligations under law requiring assignment to such Party unethical behavior of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Partyany kind; (g) it has obtained, to the extent it is required to support such Party's obligations under do so, all necessary governmental approvals required in connection with the manufacture, sale and marketing of its Product Line in the Territory, including but not limited to PMA approval from the FDA; no governmental authority has threatened any action to revoke any governmental approval for its Product Line, and that the submissions which it made to the FDA were made in good faith and contained accurate and complete data and information regarding its Product Line as required by applicable laws, rules and regulations; it shall maintain for the term of this Agreement or any extension thereof all PMA approval for its Product Line; furthermore, it shall file, and maintain at its own cost for its Product Line, all appropriate registrations with the FDA and similar regulatory authorities in the Territory countries which have the authority to approve the sale of its Product Line for use in humans; and (h) during the term of this Agreement or any extension thereof, its Product Line shall be of merchantable quality, fit for the purpose intended by this Agreement and free from defects in design, material and workmanship and manufactured and delivered in accordance with the terms of this Agreement, all applicable present and future statutes, laws, and regulations, including without limitation, good manufacturing practices (“GMP”), QSRs and ISO 9000 requirements and that during the term of this Agreement or any extension thereof its Product Line will not be adulterated or misbranded at the time of delivery to Third Parties within the meaning of the FD&C Act.

Mutual Representations and Warranties. Adolor Each Party hereby represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other as of the Effective Date Party that: 13.1.1 Such Party (a) such Party is a company corporation or entity duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; (b) is duly qualified as a corporation state of incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party is within such Party's corporate powers and all instruments does not require any shareholder action or approval, and documents to be delivered by the Person executing this Agreement on behalf of such Party hereunder (a) are within the corporate power of such Party; (b) have been is duly authorized to do so by all necessary or proper requisite corporate action; ; (c) do not conflict with no consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any provision of Governmental or Regulatory Authority is required on the charter documents part of such Party; Party in connection with the valid execution, delivery and performance of this Agreement; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party this Agreement is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed legal and delivered by valid obligation binding upon such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, terms except as such enforceability may be limited by applicable insolvency and other Laws (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, or by and (ii) judicial discretion in the availability of equitable remediesagreeable relief; (e) the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not (a) contravene or conflict with the provisions of its charter, operating documents or bylaws, (b) contravene or conflict with or constitute a violation of any Applicable Law, or (c) result (with or without the giving of notice or lapse of time or both) in the creation of any Lien or Other Encumbrance upon any of the Licensed Products or, in the case of EpiCept, the EpiCept Licensed Intellectual Property, or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or any obligation by it or to a loss of any benefit relating to the Licensed Products or, in the case of EpiCept, the EpiCept Licensed Intellectual Property, under any provision of any contract binding upon it or by which any of the Licensed Products or, in the case of EpiCept, the EpiCept Licensed Intellectual Property, are or may be bound; (f) it shall comply in all material respects with all laws, rules and regulations applicable to its performance under this Agreement; and 13.1.4 All (g) no broker, finder or similar agent has been employed by or on behalf of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business no Person with which such Party that such individuals may receive during has had any dealings or communications of any kind is entitled to any brokerage commission, finder's fee or any similar compensation, in connection with this Agreement or the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementtransactions contemplated hereby.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other as of the Effective Date Party that: 13.1.1 Such Party (a) is a company duly organizedsuch Party has the full corporate right, validly existingpower, and in good standing under authority to execute, deliver, and perform the Laws of its incorporation; (b) is duly qualified as a corporation Agreement and in good standing under to consummate the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power transactions contemplated hereby and authority thereby and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery delivery, and performance of this the Agreement by such Party and all instruments the consummation of the transactions contemplated hereby and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) thereby have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of action on the charter documents part of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This (b) the Agreement has been duly executed and delivered by an authorized officer of such Party Party, and constitutes is a legal, valid valid, and binding obligation of such Party, Party enforceable against such Party it in accordance with its terms, except as such enforceability enforcement may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and the effect of applicable insolvency bankruptcy, insolvency, moratorium and other Laws similar laws of general application relating to or affecting creditors' ’ rights generally, including the effect of statutory or other laws regarding fraudulent conveyances and preferential transfers; (c) such Party’s execution, delivery and performance of the Agreement shall not constitute a breach or default under any contract or agreement to which such Party is a party or by which it is bound or otherwise violate the availability rights of equitable remediesany Third Party or violate any Legal Requirement; (d) neither it nor any of its personnel (including subcontractors) carrying out activities under this Agreement have been nor are disqualified or debarred under Section 306 of the Federal Food, Drug and Cosmetic Act (as amended by the Generic Drug Enforcement Act of 1992), 21 U.S.C. § 336 or are listed on any Exclusion List; (e) during the Pre-Closing Period, it shall not use in any capacity the services of any Person debarred or disqualified under the provisions of Section 306 of the Federal Food, Drug and Cosmetic Act (as amended by the Generic Drug Enforcement Act of 1992), 21 U.S.C. § 336 or listed on an Exclusion List to carry out any activity under the Agreement and will notify the other Party immediately in the event the Party is made aware that any Person carrying out any activity under the Agreement is debarred or disqualified or listed on an Exclusion List; and 13.1.4 All (f) during the Pre-Closing Period, it shall not use any Ineligible Person or a Person on an Exclusion List in connection with the performance of any of its employees, officers, and consultants have executed agreements obligations or have existing obligations activities under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.

Mutual Representations and Warranties. Adolor Each of Medifocus and GSK each JV hereby represents ------------------------------------- and warrants to the other as of the Effective Date thatdate hereof as follows: 13.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) party have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of action on the charter documents part of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This (b) this Agreement has been duly executed and delivered by such Party party and, assuming due authorization, execution and delivery by the other party, constitutes a legal, valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms, except as subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws relating to or affecting the rights of creditors generally (including, without limitation, fraudulent conveyance laws) and (ii) the exercise of judicial discretion in accordance with general principles of equity, regardless of whether such enforceability may be limited by applicable insolvency is considered in a proceeding at law or in equity, including, without limitation, concepts of materiality, reasonableness, good faith and other Laws affecting creditors' rights generallyfair dealing and the possible unavailability of specific performance, or by injunctive relief; (c) such party’s execution, delivery and performance of this Agreement and the availability consummation of equitable remedies; and 13.1.4 All the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws of such party, (ii) conflict with or violate any Law or governmental order applicable to such party or its assets, properties or businesses, or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any encumbrance on any of its employeesoutstanding shares of common stock or preferred stock or any of the assets or properties of such party pursuant to, officersany note, and consultants have executed agreements bond, mortgage or have existing obligations under law requiring assignment indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a party or by which any of such Party party’s shares of all Inventions made by such individuals during common stock or preferred stock or any of the course of and as the result of their association with such Partyparty’s assets or properties is bound or affected; (d) it is not a party to any litigation relating to, and obligating such individuals or that could reasonably be expected to maintain as confidential such Party's Confidential Informationaffect, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, its ability to the extent required to support such Party's perform its obligations under this Agreement; (e) the regulatory data it provides to the other party is complete and accurate in all material respects; and (f) in the course of the development and commercialization of the Products, such party shall not have used during the Term of this Agreement, any employee or consultant that has been debarred, or to such party’s knowledge is the subject of debarment proceedings, by the FDA, SFDA or any other Regulatory Authority.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to each of the other Parties as of follows and acknowledges that the Effective Date thatother Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement: 13.1.1 Such Party (a) it is a company duly organizedincorporated, amalgamated or continued and is validly existing, and in good standing existing under the Laws laws of its incorporation; governing jurisdiction and has the corporate power and authority to enter into this Agreement and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder; (b) except as disclosed in the Circular or in writing to the other Parties, the execution and delivery of this Agreement by it and the completion by it of the transactions contemplated herein do not and will not: (i) result in the breach of, or violate any term or provision of, its articles or by-laws; (ii) conflict with, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, license, permit or authority to which it is duly qualified as a corporation and party or by which it is bound, or to which any assets of such Party are subject, or result in good standing under the Laws creation of each jurisdiction where its ownership or lease of property or the conduct any Encumbrance upon any of its business requires assets under any such qualificationagreement or instrument, where the failure or give to be so qualified others any interest or right, including rights of purchase, termination cancellation or acceleration, under any such agreement, instrument, license, permit or authority, which in any case would have a material adverse effect on its financial condition it; or (iii) violate any provisions of any Applicable Law or its ability any judicial or administrative award, judgement, order or decree applicable and known to perform its obligations hereunder; (c) has it, the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation violation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, which would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsit; 13.1.2 The execution(c) no dissolution, winding-up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or, to such Party’s knowledge, is proposed in respect of it, except as contemplated by the Plan of Arrangement; and (d) the execution and delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power completion of such Party; (b) the transaction contemplated herein have been duly authorized approved by all necessary or proper corporate action; (c) do not conflict with any provision its board of the charter documents of such Party; (d) will notdirectors, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This and this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, Party enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable subject to bankruptcy, insolvency and other Laws laws affecting the enforcement of creditors' ’ rights generally, generally and to general principles of equity and limitations upon the enforcement of indemnification for fines or penalties imposed by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementlaw.

Mutual Representations and Warranties. Adolor Each party represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other as of the Effective Date party that: 13.1.1 Such Party : (a) is a company duly organized, validly existing, such party has the full power and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation authority to enter into this Agreement and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has , without the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, need for any consents, approvals or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunderimmunities not yet obtained; and (eb) is in compliance with its charter documents; 13.1.2 The execution, delivery such party’s execution of and performance of under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by such Party and all instruments and documents party to be delivered by such Party hereunder any third party to keep any information or materials in confidence or in trust. NO AGENT OR RESELLER OF IRONNET IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF IRONNET AS SET FORTH HEREIN. IRONNET DOES NOT WARRANT THAT THE IRONNET HARDWARE AND IRONNET OFFERINGS ARE OR WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT AN IRONNET OFFERING (aAS WITH TECHNOLOGY GENERALLY), MAY HAVE ERRORS (OR “BUGS”) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will notAND MAY ENCOUNTER UNEXPECTED TECHNICAL PROBLEMS. ACCORDINGLY, to the best of such Party's knowledgeFROM TIME TO TIME, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indentureCUSTOMER MAY EXPERIENCE DOWNTIME AND ERRORS IN THE OPERATION, mortgageFUNCTIONALITY OR PERFORMANCE OF AN IRONNET OFFERING. ACCORDINGLY, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this AgreementCUSTOMER SHALL PUT IN PLACE REASONABLE INTERNAL PROCEDURES AND PROCESSES TO ENABLE IT TO MINIMIZE ANY INCONVENIENCE AND ANY ADVERSE IMPACT OF ANY SUCH DOWNTIME OR ERROR.

Mutual Representations and Warranties. Adolor Each Party represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other Party, as of the Settlement Effective Date Date, that: 13.1.1 Such Party (a) Such Party is a company corporation duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its incorporation; (b) incorporation and has full corporate power to own its properties and conduct the business presently being conducted by it, and is duly qualified as a corporation to do business in, and is in good standing under under, the Laws laws of each jurisdiction where all states and nations in which its ownership activities or lease of property or the conduct of its business requires assets require such qualificationstatus, except in any case where the failure to be so qualified and in good standing would have a material adverse effect on its financial condition or its ability not be material. (b) Such Party has full corporate right, power and authority to perform its obligations hereunder; (c) has the requisite corporate power and authority pursuant to this Settlement Agreement, and the legal right to conduct its business as now conducted and hereafter transactions contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) hereby have been duly and validly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of action on the charter documents part of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 . This Settlement Agreement has been duly and validly executed and delivered by such Party Party. Upon execution and constitutes a legaldelivery of this Settlement Agreement, it will be the valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as subject to equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditor’s right and remedies generally. (c) The execution, delivery and performance of this Settlement Agreement does not, and the consummation of the transactions herein contemplated will not, violate any order, judgment or decree binding on such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, Party or by the availability of equitable remedies; and 13.1.4 All of its employees, officersor result in a breach of any term of the certificate of incorporation or by-laws of such Party or any contract, and consultants have executed agreements agreement or have existing obligations under law requiring assignment other instrument to which such Party or any of its employees is a party or, to such Party of all Inventions made by such individuals during the course of and as the result of their association with Party's knowledge, violate any law, rule or regulation applicable to such Party, and obligating such individuals except in each case to maintain as confidential an extent not material to such Party's Confidential Information, as well as the Confidential Information of Persons doing business compliance with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's its obligations under this Settlement Agreement. (d) No portion of any claim, right, demand, action, or cause of action that such Party may have against the other Party has been assigned, transferred, or otherwise obtained by any Person not a party to this Settlement Agreement in any manner whatsoever.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party as of the Effective Date that: 13.1.1 Such Party (a) such Party is a company corporation or entity duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporation; (b) is duly qualified as a corporation incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to execute and deliver this Agreement and to carry out the provisions hereof and thereof; (b) such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and to carry out the provisions hereof and thereof, and the legal right Person executing this Agreement on behalf of such Party is duly authorized to conduct its business as now conducted and hereafter contemplated to be conducted; do so by all requisite corporate action; (dc) has no consent, approval, order or will obtain all necessary licenses, permits, consentsauthorization of, or approvals from registration, qualification, designation, declaration or byfiling with, and has made any federal, state or will make all necessary notices to, all Governmental Authorities having jurisdiction over local governmental authority is required on the part of such Party, to Party in connection with the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The valid execution, delivery and performance of this Agreement, except where the failure to obtain any of the foregoing could not, individually or in the aggregate, reasonably be expected to materially adversely affect such Party’s ability to consummate the transactions contemplated herein or therein or perform its obligations hereunder or thereunder; (d) this Agreement by is a legal and valid obligation binding upon such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its their respective terms, except as such enforceability may be limited by applicable insolvency bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors' rights generally, or by the availability of equitable remediessimilar laws; and 13.1.4 All (e) the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not (i) conflict with or result in a violation or breach of any of the terms, conditions or provisions of its employeescertificate or articles of incorporation or by-laws (or other comparable corporate charter documents); (ii) conflict with or result in a violation or breach of any term or provision of any law or order applicable to it; or (iii) (A) conflict with or result in a violation or breach of, officers(B) constitute (with or without notice or lapse of time or both) a default under, and consultants have executed agreements or have existing obligations (C) require it to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under law requiring assignment the terms of, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which such Party or any of all Inventions made its Affiliates is a party or by which such individuals during the course Party or any of and as the result its Affiliates or any of their association with such Partyrespective properties or assets may be bound; except, in the case of (i), (ii) and obligating such individuals (iii) above, which could not, individually or in the aggregate, reasonably be expected to maintain as confidential such Party's Confidential Information, as well as materially adversely affect its ability to consummate the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's transactions contemplated herein or perform its obligations under this Agreementhereunder.

Mutual Representations and Warranties. Adolor Kadmon and GSK AbbVie, each represents ------------------------------------- for itself and warrants its Affiliates, represent and warrant to the other Party as of the Effective Date thatDate: 13.1.1 Such Party (a) the execution, delivery to the other Party and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement do not and will not conflict, in any material respect, with, or result in a breach of, any of the terms or provisions of: (i) any other contractual obligations of, or contractual prohibitions on, such Party, including any settlement agreements; (ii) the provisions of its charter, operating documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which it or any of its property is bound except where such breach or conflict would not materially impact the warranting Party’s ability to meet its obligations hereunder; b) this Agreement is a company legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity; c) such Party is duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; (b) is duly qualified the state or other jurisdiction of incorporation or formation and has full corporate or limited liability company, as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationcase may be, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority to enter into this Agreement and to carry out the provisions hereof; d) such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval, and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power person executing this Agreement on behalf of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a partyduly authorized to do so by all requisite corporate or limited liability company, as the case may be, action; e) no consent, approval, order or authorization of, or by which registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement; and f) such Party has not been, and no Person currently or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by formerly working for such Party and constitutes involved in the development, manufacture or commercialization of the Product has been: i. debarred, disqualified or excluded by the FDA (or subject to a legalsimilar sanction by any regulatory authority outside the Territory); ii. the subject of an FDA debarment, valid and binding obligation of such Partydisqualification or exclusion investigation or proceeding (or similar proceeding by any regulatory authority outside the Territory) and iii. each Party shall immediately, enforceable against within one (1) Business Day, notify the other in the event that it or any Person working for such Party in accordance with its termsshould become debarred, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallydisqualified or excluded or the subject of an FDA debarment, disqualification or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements exclusion investigation or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementproceeding.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party, as of the Execution Date, and as of the Effective Date (as though then made), that: 13.1.1 Such 10.1.1. such Party (a) is a company corporation duly organized, validly existing, and in good standing under the Laws of its incorporationjurisdiction of incorporation or formation; 10.1.2. such Party has all requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations under this Agreement; 10.1.3. all requisite corporate action on the part of such Party and its directors and stockholders required by Law for the authorization, execution, and delivery by such Party of this Agreement, and the performance of all obligations of such Party under this Agreement, has been taken; 10.1.4. the execution, delivery, and performance of this Agreement, and compliance with the provisions of this Agreement, by such Party do not and will not: (a) violate any provision of Law or any ruling, writ, injunction, order, permit, judgment, or decree of any Governmental Authority; (b) is duly qualified as constitute a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consentsbreach of, or approvals from default under (or byan event that, and has made with notice or will make all necessary notices tolapse of time or both, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents would become a default under) or approvalsconflict with, or give rise to make such noticesany right of termination, would have a material adverse effect on its financial condition cancellation or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The executionacceleration of, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, arrangement or other instrument to which such Party is a partyinstrument, whether written or oral, by which such Party or any of its property is assets are bound; or (c) violate or conflict with any of the provisions of such Party’s organizational documents (including any articles or memoranda of organization or association, which violation would have a material adverse effect on its financial condition charter, bylaws, or on its ability to perform its obligations hereundersimilar documents); 13.1.3 This 10.1.5. such Party has not entered into any agreement with any Third Party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise conflict with or adversely affect the other Party’s rights under this Agreement; 10.1.6. no consent, approval, authorization, or other order of, or filing with, or notice to, any Governmental Authority or other Third Party is required to be obtained or made by such Party in connection with the authorization, execution, and delivery by such Party of this Agreement, except as required pursuant to the HSR Act and any other applicable Antitrust Laws; and 10.1.7. this Agreement has been duly executed and delivered by on behalf of such Party and constitutes is a legal, legal and valid obligation binding upon it and binding obligation of such Party, is enforceable against such Party in accordance with its terms, except as such enforceability may be limited by subject to applicable insolvency bankruptcy, insolvency, moratorium, and other Laws similar laws affecting creditors' ’ rights generally, or generally and by the availability general principles of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementequity.

Mutual Representations and Warranties. Adolor 2.1 Each of the Purchaser and GSK each the Vendor represents ------------------------------------- and warrants to the other as of the Effective Date that: 13.1.1 Such Party (a) it is a company body corporate duly organizedformed, organized and validly existing, subsisting and in good standing under the Laws laws of its incorporation; incorporating or governing jurisdiction; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationit has full right, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of carry on its business, where the failure execute and deliver this Agreement and any agreement or instrument referred to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentscontemplated by this Agreement; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict this Agreement, when delivered in accordance with any provision of the charter documents of such Party; (d) terms hereof, will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is constitute a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party the entity in accordance with its terms, except except: (i) as such enforceability may be limited by applicable insolvency bankruptcy, insolvency, reorganization, moratorium, liquidation and other Laws similar laws of general application affecting enforcement of creditors' ’ rights generally, or and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (d) the consummation of this Agreement will not conflict with nor result in any breach of any agreement or other instrument whatsoever to which any Party hereto is a party or by which any Party is bound or to which any Party may be subject; (e) the execution and delivery of this Agreement and any agreements or documents contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating or charter documents, nor will such result in a breach of, or accelerate the performance required by any contract or other commitment to which it is a party or by which it is bound; and 13.1.4 All 2.2 The representations and warranties contained in Section 2.1 are provided for the mutual benefit of its employees, officersthe Parties, and consultants have executed agreements a breach of any one or have existing obligations under law requiring assignment more representations or warranties may be waived by the Parties in whole or in part at any time without prejudice to such Party its rights in respect of all Inventions made by such individuals during any other breach of the course of and as the result of their association with such Partysame or any other representation or warranty, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information representations and warranties contained in Section 2.1 will survive the Closing Date for a period of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementtwo (2) years.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to each of the other as Parties, and BN represents on behalf of itself and each of the Effective Date thatSubsidiary Shareholders to each of the other Parties, as follows and acknowledges that the other Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement: 13.1.1 Such Party (a) it is a company duly organizedincorporated, amalgamated or continued and is validly existing, and in good standing existing under the Laws laws of its incorporation; governing jurisdiction and has the corporate power and authority to enter into this Agreement and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder; (b) it has all necessary corporate power and authority to execute and deliver this Agreement, the Plan of Arrangement and the other agreements and documents to be entered into by it in connection with the Arrangement, to perform its obligations hereunder and thereunder and, subject to obtaining any required shareholder or Court approvals, to consummate the transactions contemplated hereunder and thereunder; (c) the execution and delivery of this Agreement by it and the completion by it of the transactions contemplated herein do not and will not: (i) result in the breach of, or violate any term or provision of, its articles or by-laws; (ii) conflict with, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, license, permit or authority to which it is duly qualified as a corporation and party or by which it is bound, or to which any assets of such Party are subject, or result in good standing under the Laws creation of each jurisdiction where its ownership or lease of property or the conduct any Encumbrance upon any of its business requires assets under any such qualificationagreement or instrument, where the failure or give to be so qualified others any interest or right, including rights of purchase, termination cancellation or acceleration, under any such agreement, instrument, license, permit or authority, which in any case would have a material adverse effect on its financial condition it; or (iii) violate any provisions of any Law or its ability any judicial or administrative award, judgement, order or decree applicable and known to perform its obligations hereunder; (c) has it, the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation violation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, which would have a material adverse effect on its financial condition it; (d) no dissolution, winding-up, bankruptcy, liquidation or its ability similar proceeding has been commenced or is pending or, to perform its obligations hereunder; and such Party’s knowledge, is proposed in respect of it, except as contemplated by the Plan of Arrangement; (e) is in compliance with its charter documents; 13.1.2 The execution, the execution and delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power completion of such Party; (b) the transaction contemplated herein have been duly authorized approved by all necessary or proper corporate action; (c) do not conflict with any provision its board of the charter documents of such Party; (d) will notdirectors, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This and this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, Party enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable subject to bankruptcy, insolvency and other Laws laws affecting the enforcement of creditors' ’ rights generally, generally and to general principles of equity and limitations upon the enforcement of indemnification for fines or penalties imposed by the availability of equitable remedieslaw; and 13.1.4 All (f) other than the Interim Order, the Final Order and the Exemption (if the BN Shareholder Approval is not obtained), no authorization of, or other action by or in respect of, or filing, recording, registering or publication with, any Governmental Authority is necessary on the part of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made the Parties for the consummation by such individuals during the course of and as the result Parties of their association obligations in connection with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations Arrangement under this AgreementAgreement or for the completion of the Arrangement, except for such authorizations and filings as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of any of the Parties to consummate the Arrangement.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party as of the Effective Date that: 13.1.1 Such Party (a) such Party is a company corporation or entity duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporation; (b) is duly qualified as a corporation incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to execute and deliver this Agreement and to carry out the provisions hereof; (b) such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and to carry out the provisions hereof, and the legal right Person executing this Agreement on behalf of such Party is duly authorized to conduct its business do so by all requisite corporate action; (c) except as now conducted and hereafter contemplated to be conducted; (d) has set forth in the License Agreement, no consent, approval, order or will obtain all necessary licenses, permits, consentsauthorization of, or approvals from registration, qualification, designation, declaration or byfiling with, and has made any federal, state or will make all necessary notices to, all Governmental Authorities having jurisdiction over local governmental authority is required on the part of such Party, to Party in connection with the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The valid execution, delivery and performance of this Agreement by such Party and all instruments and documents Agreement, except where the failure to obtain any of the foregoing could not, individually or in the aggregate, reasonably be delivered by such Party hereunder (a) are within the corporate power of expected to materially adversely affect such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ’s ability to consummate the transactions contemplated herein or perform its obligations hereunder; 13.1.3 This Agreement ; *Indicates that certain information contained herein has been duly executed omitted and delivered by filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) this Agreement is a legal and valid obligation binding upon such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors' rights generally, or by the availability of equitable remediessimilar laws; and 13.1.4 All (e) the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not, except as set forth in the License Agreement, (i) conflict with or result in a violation or breach of any of the terms, conditions or provisions of its employeescertificate or articles of incorporation or by-laws (or other comparable corporate charter documents); (ii) conflict with or result in a violation or breach of any term or provision of any law or order applicable to it; or (iii) (A) conflict with or result in a violation or breach of, officers(B) constitute (with or without notice or lapse of time or both) a default under, (C) require it to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, any contract, instrument or license to which it is a party or by which any of its assets and consultants have executed agreements properties is bound; except, in the case of (i), (ii) and (iii) above, which could not, individually or have existing in the aggregate, reasonably be expected to materially adversely affect its ability to consummate the transactions contemplated herein or perform its obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementhereunder.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other that, as of the Effective Date thatDate: 13.1.1 Such Party (a) it is a company corporation duly organizedincorporated, validly existing, existing and is in good standing under the Laws laws of its incorporation; (b) the state in which it is duly qualified as a corporation incorporated, and in is good standing under the Laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified in good standing would have a material adverse effect affect on its financial condition business or its ability to perform its obligations hereunder; under this Agreement; (cb) it has the requisite all necessary corporate power and authority to own, lease and the legal right operate its assets and to conduct carry on its business as now presently conducted and hereafter contemplated as it will be conducted pursuant to be conducted; this Agreement; (dc) it has or will obtain all necessary licenses, permits, consents, or approvals from or by, corporate power and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, authority to the extent required for the ownership enter into this Agreement and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; , and (e) is in compliance with its charter documents; 13.1.2 The execution, the execution and delivery and performance of this Agreement and the consummation of this transactions contemplated by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) this Agreement have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; actions on its part; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party it in accordance connection with its terms; (e) to its knowledge, except it is not a party to, and is not bound or affected by or subject to, any instrument, agreement, charter or by-law provision, law, rule, regulation, judgment or order which would be contravened or breached as such enforceability may be limited a result of the execution of this Agreement or consummation of the transactions contemplated by applicable insolvency and other Laws affecting creditors' rights generallythis Agreement; (f) it will exercise commercially reasonable efforts to screen any Software provided, or otherwise made available by it to the availability other Party under this Agreement for the purpose of equitable remediesavoiding the introduction of any computer virus; and 13.1.4 All (g) ACS will comply with all applicable laws, rules and regulations related to its delivery of the Services and Customer will comply with all applicable laws, rules and regulations related to its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party receipt of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this AgreementServices.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party as of the Effective Date thatfollows: 13.1.1 (a) Such Party (ai) is a company duly organized, validly existing, existing and in good standing under the Laws laws of its incorporationthe state in which it is organized; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (cii) has the requisite corporate power and authority and the legal right to conduct own and operate its property and assets, to lease the property and assets it operates under lease, and to carry on its business as it is now conducted and hereafter contemplated to be being conducted; and (diii) has or will obtain is in compliance with all necessary licensesrequirements of applicable law, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, except to the extent required for the ownership and operation of its business, where the failure to obtain that any noncompliance would not materially adversely affect such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its Party's ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;under the Agreement. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; Such Party (ci) do not conflict with any provision of has the charter documents of such Party; (d) will not, power and authority and the legal right to enter into the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability Agreement and to perform its obligations hereunder; 13.1.3 This , and (ii) has taken all necessary action on its part to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder. The Agreement has been duly executed and delivered by on behalf of such Party Party, and constitutes a legal, valid and valid, binding obligation of such Partyobligation, enforceable against such Party in accordance with its terms. (c) All necessary consents, except as such enforceability may be limited by applicable insolvency approvals and authorizations of all governmental authorities and other Laws affecting creditors' rights generally, or persons required to be obtained by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party in connection with the Agreement have been obtained. (d) The execution and delivery of all Inventions made by the Agreement and the performance of such individuals during the course Party's obligations hereunder (i) do not conflict with or violate any requirement of and as the result applicable laws or regulations or any material contractual obligation of their association with such Party, and obligating such individuals to maintain as confidential (ii) do not materially conflict with, or constitute a material default or require any consent under any material contractual obligation of such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party that as of the Effective Date thatof this Agreement: 13.1.1 Such Party (a) 6.1.1 It is a company duly organized, organized and validly existingexisting under the laws of its jurisdiction of incorporation or formation, and in good standing under has full corporate or other power and authority to enter into this Agreement, and to carry out the Laws of its incorporation; (b) provisions hereof. 6.1.2 It is duly qualified as a corporation authorized to execute and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationdeliver this Agreement, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability and to perform its obligations hereunder; (c) , and the person or persons executing this Agreement on its behalf has the been duly authorized to do so by all requisite corporate power action. 6.1.3 This Agreement is legally binding upon it and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is enforceable in compliance accordance with its charter documents; 13.1.2 terms. The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do it does not conflict with any provision agreement, instrument or understanding, oral or written, to which it is a party and by which it may be bound, or with its charter or by-laws. 6.1.4 It has not granted, and will not grant, during the Term, any right to any Third Party that would conflict with the rights granted to the other Party hereunder. 6.1.5 Neither Party nor any of its Affiliates has been debarred or is subject to debarment and neither Party nor any of its Affiliates will use in any capacity, in connection with the exercise of its rights and the performance of its obligations under this Agreement, any person or entity that has been debarred pursuant to Section 306 of the charter documents United States Federal Food, Drug, and Cosmetic Act or any similar law in any foreign jurisdiction, or that is the subject of a conviction described in such Party; (d) will notsection or similar law in any foreign jurisdiction. Each Party agrees to inform the other Party in writing immediately if it or any person or entity that is performing activities under this Agreement, is debarred or is the subject of a conviction described in Section 306 or similar law in any foreign jurisdiction, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of such the notifying Party's ’s knowledge, violate any law is threatened, relating to the debarment or regulation conviction of the notifying Party or any order person or decree of entity used in any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or capacity by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party Affiliates in accordance connection with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All performance of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.

Mutual Representations and Warranties. Adolor Each of the Parties, severally and GSK each not jointly, represents ------------------------------------- and warrants to each other Party that the other following statements are true, correct, and complete as of the Effective Date thatdate hereof (or, if later, the date that such Party first became or becomes a Party) but, solely with respect to the Debtors, subject to any limitations or approvals arising from, or required by, the commencement of the Chapter 11 Cases: 13.1.1 Such Party (a) it is a company duly organized, validly existing, existing and in good standing under the Laws laws of the state of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or byorganization, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid valid, and binding obligation of such Party, enforceable against such Party it in accordance with its terms, except as such enforceability enforcement may be limited by applicable insolvency and other Laws affecting creditors' rights generallybankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (b) except as expressly provided in this Agreement or as may be required for disclosure by the availability SEC, no material consent or approval of, or any registration or filing with, any governmental authority or regulatory body is required for it to carry out and perform its obligations under this Agreement and the Amended Plan; (c) it has all requisite organizational power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its obligations under, this Agreement and the Amended Plan; (d) the execution and delivery by it of equitable remediesthis Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary organizational action on its part; (e) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and 13.1.4 All of its employees(f) the execution, officersdelivery, and consultants have executed agreements or have existing obligations under law requiring assignment to performance by such Party of all Inventions made by such individuals during the course this Agreement does not and will not (i) violate any provision of and as the law, rule, or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, (ii) conflict with, result in a breach of, or constitute (with or without notice or lapse of their association with such Partytime or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, and obligating such individuals to maintain as confidential such Party's Confidential Informationor (iii) violate any order, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Partywrit, to the extent required to support such Party's obligations under this Agreementinjunction, decree, statute, rule, or regulation.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party as of the Effective Date that: 13.1.1 Such 8.1.1 such Party (a) is a company an entity duly organized, validly existing, existing and in good standing under the Laws Applicable Law of the state or country (as applicable) of its incorporation; (b) organization, is duly [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. qualified as a corporation to do business and is in good standing under the Laws of as a foreign entity in each jurisdiction where its ownership or lease of property or in which the conduct of its business or the ownership of its properties requires such qualification, where the qualification and failure to be so qualified have such would have a material adverse effect on its financial condition or its ability to perform prevent it from performing its obligations hereunder; (c) under this Agreement, and has the requisite corporate full power and authority to enter into this Agreement and to carry out the provisions hereof; 8.1.2 such Party is duly authorized, by all requisite action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval, and the person executing this Agreement on behalf of such Party is duly authorized to do so by all instruments requisite action; 8.1.3 no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority or Regulatory Authority is required on the part of such Party in connection with the valid execution, delivery and documents performance of this Agreement by it; 8.1.4 such Party has not employed (and, to be delivered its knowledge, has not used a contractor or consultant that has employed) and in the future shall not employ (or, to its knowledge , use any contractor or consultant that employs; provided that, such Party may reasonably rely on a representation made by such contractor or consultant) any person debarred by the FDA (or subject to a similar sanction of a foreign equivalent), or any person which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of a foreign equivalent), in the conduct of its activities under this Agreement; 8.1.5 this Agreement is a legal and valid obligation binding upon such Party hereunder and enforceable in accordance with its terms except as enforceability may be limited by (a) are within bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the corporate power enforcement of creditors’ rights; and (b) equitable principles of general applicability; and 8.1.6 the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and shall not conflict with or result in a breach of any of the terms or conditions of (a) any other contractual or other obligations of such Party; , (b) have been duly authorized by all necessary the provisions of its operating documents or proper corporate action; bylaws, or (c) do not conflict with any provision of the charter documents of such Party; (d) will notorder, to the best of such Party's knowledgewrit, violate any law or regulation or any order injunction or decree of any court of governmental instrumentality; (e) will not violate authority or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, Regulatory Authority entered against it or by which such Party it or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.

Mutual Representations and Warranties. Adolor The Advisor and GSK the Sub-Advisor each hereby represents ------------------------------------- and warrants to to, and agrees with, the other as follows: (A) Such Party is duly formed and validly existing under the laws of the Effective Date that:jurisdiction of its organization; 13.1.1 (B) Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate full power and authority to enter into this Amended Agreement and the legal right to conduct its business as now conducted to the extent contemplated in this Amended Agreement; (C) This Amended Agreement has been duly authorized, executed and hereafter contemplated to be conducted; (d) has or will obtain all necessary licensesdelivered by such Party and, permitsassuming due authorization, consentsexecution and delivery by the other Party, or approvals from or by, constitutes the valid and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over legally binding agreement of such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is enforceable in compliance accordance with its charter documents;terms against such Party, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws relating to creditors’ rights generally, and by general equitable principles. 13.1.2 (D) The execution, execution and delivery and performance of this Amended Agreement by such Party and all instruments the performance of its duties and documents to be delivered by such Party obligations hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with result in a breach of any provision of the charter documents of such Party; (d) will notterms, to the best of such Party's knowledgeconditions or provisions of, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of constitute a default under, any indenture, mortgage, deed of trust, leasecredit agreement, note or other evidence of indebtedness, or any lease or other agreement, or other instrument any license, permit, franchise or certificate to which such Party is a party, party or by which it is bound or to which its assets are subject or require any authorization or approval under or pursuant to any of the foregoing, or violate any statute, regulation, law, order, writ, injunction, judgment or decree to which such Party is subject; (E) Such Party is not aware of any facts pertaining to such Party or its Affiliates that would cause such Party, or any of such Party’s Affiliates, to be unable to discharge timely the obligations of such Party or its property Affiliates under this Amended Agreement or the obligations of the Company under any agreement to which any of them is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunderparty; 13.1.3 This (F) To the knowledge of such Party, no consent, approval or authorization of, or filing, registration or qualification with, any court or governmental authority on the part of such Party is required for the execution and delivery of this Amended Agreement has been duly executed and delivered by such Party and constitutes a legalthe performance of its obligations and duties hereunder and such execution, valid delivery and binding obligation performance shall not violate any other agreement to which such Party is bound; (G) The Party is not acting as the representative or agent or in any other capacity, fiduciary or otherwise, on behalf of another Person in connection with the Company or the other matters referred to in this Amended Agreement. Such Party is aware that the other Party and/or Affiliates of such Partyother Party now and in the future shall be, enforceable against and in the past have been, engaged in businesses which are competitive with that of the Company. Each of the Parties hereby acknowledges and agrees that the Parties’ obligations with respect to all future activities which are in competition with the Company are as set forth in Article 8 hereof; (H) No Party is required to cause the controlling persons of such Party to devote any specific portion of their time to Company business other than as necessary to fulfill such Parties’ obligations under this Amended Agreement and the Amended Advisory Agreement, as the case may be, and such controlling persons are expected to spend substantial amounts of their time on activities that are unrelated to the Company; (I) Such Party understands that the other Party is relying on the accuracy of the representations set forth in accordance this Article 11 in entering into this Amended Agreement; (J) Such Party has not granted to any third party rights that would be inconsistent with its terms, except the rights granted to the other Party by this Amended Agreement; (K) Such Party has all requisite licenses to do and perform all acts and receive all fees as such enforceability may be limited contemplated by applicable insolvency this Amended Agreement and other Laws affecting creditors' rights generally, or by the availability of equitable remediesAmended Advisory Agreement; and 13.1.4 All (L) None of its employeesprincipals has been convicted of any felony, officersor convicted of any misdemeanor involving moral turpitude (including fraud), and consultants have executed agreements or have existing obligations under law requiring assignment to entered a plea of nolo contendere in connection with any felony or any such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementmisdemeanor.

Mutual Representations and Warranties. Adolor Each Party hereby represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other Party as of the Effective Date that: 13.1.1 Such 10.1.1 such Party (a) is a company corporation or entity duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; the country (bor applicable subdivision thereof) is duly qualified as a corporation of incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; 10.1.2 such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all instruments requisite corporate action; 10.1.3 no consent, approval, order or authorization of; or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or any Third Party is required on the part of such Party in connection with the valid execution, delivery and documents performance of this Agreement, except where the failure to obtain any of the foregoing would not have a material adverse impact on the ability of such Party to fulfill its obligations hereunder; 10.1.4 this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be delivered limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles, in each case of general applicability; 10.1.5 the execution, delivery and performance by such Party hereunder of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not conflict with or result in a breach of any of the terms or provisions of (ai) are within the corporate power any contractual or other obligations of such Party; , (bii) have been duly authorized by all necessary the provisions of its charter, bylaws or proper corporate action; other organizational documents, or (ciii) do not conflict with any provision of the charter documents of such Party; (d) will notorder, to the best of such Party's knowledgewrit, violate any law or regulation or any order injunction or decree of any court of or governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, authority entered against it or by which such Party it or any of its property is bound, which violation except where such breach or conflict would not have a material adverse effect impact on its financial condition or on its the ability of such Party to perform fulfill its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to 10.1.6 such Party of shall comply in all Inventions made by such individuals during the course of material respects with all laws, rules and as the result of their association with such Party, and obligating such individuals regulations applicable to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations its performance under this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party with respect to this Agreement and as of the Effective Date of this Agreement that: 13.1.1 Such 9.1.1 such Party (a) is a company duly organized, validly existing, existing and in good standing under the Laws Law of the jurisdiction of its incorporation; (b) is duly qualified as a corporation incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to enter into this Agreement and to carry out the legal right to conduct its business as now conducted provisions hereof; 9.1.2 this Agreement has been duly executed and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over delivered on behalf of such Party, to and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsterms hereof; 13.1.2 The 9.1.3 the performance of this Agreement by it does not create a breach or default under any other agreement to which it is a party; 9.1.4 the execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do does not conflict with any provision agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or regulation of the charter documents of any court, governmental body or administrative or other agency having jurisdiction over such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which ; 9.1.5 such Party is a party, or by which such Party or any of its property authorized to grant the rights and licenses contemplated under this Agreement and Recursion in particular and without limiting the foregoing represents and warrants that it is bound, which violation would have a material adverse effect on its financial condition or on its ability authorized to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed ▇▇▇▇▇ ▇▇▇▇▇ the rights and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedieslicenses contemplated under this Agreement; and 13.1.4 All 9.1.6 to such Party’s knowledge, no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Law currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this AgreementAgreement and such other agreements except as may be required to obtain ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ clearance or other clearances as required by other government authorities.

Mutual Representations and Warranties. Adolor Theravance and GSK each represents ------------------------------------- and warrants to the other as of the Effective Date that: 13.1.1 11.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 11.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 11.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as . 11.1.5 Nothing contained in this Agreement shall give a Party the right to use the Confidential Information received from the other Party in connection with any activity other than Development and Commercialization of Persons doing business a Pooled Compound or Collaboration Product consistent with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement. 11.1.6 As soon as practicably possible after the Effective Date, the Parties will each deliver to each other a schedule listing (i) in the case of GSK, GSK Patents as of the date of signature of this Agreement and (ii) in the case of Theravance, Theravance Patents as of the date of signature of this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each party represents ------------------------------------- and warrants to the other as of the Effective Date party that: 13.1.1 Such Party (a) it is a company duly organized, validly existing, existing and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing or other entity as represented herein under the Laws of each jurisdiction where its ownership or lease of property or the conduct laws and regulations of its business requires such qualificationjurisdiction of incorporation, where organization or chartering; (i) it has the failure full right, power and authority to be so qualified would have a material adverse effect on its financial condition or its ability enter into this Agreement and to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to (ii) the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance execution of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within a Representative whose signature is set forth at the corporate power of such Party; (b) have end hereof has been duly authorized by all necessary or proper corporate action; action of the party; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly when executed and delivered by such Party and constitutes a the party, this Agreement shall constitute the legal, valid and binding obligation of such Partythat party, enforceable against such Party that party in accordance with its terms; (d) it is the sole and exclusive legal and beneficial owner and has sole and exclusive control (by ownership, except as such enforceability may be limited by applicable insolvency license, permit or otherwise) of the entire right, title, and interest in and to its Background Property, and specifically are able to assign or contribute to the Joint Venture Project its Background Property without legal hindrance or other Laws affecting creditors' third-party approval; (e) it has, and throughout the Term, will retain the unconditional and irrevocable right, power and authority to grant the rights generallyhereunder to its Background Property pursuant to the terms of this Agreement; (f) it has not granted and will not grant any licenses or permits or other contingent or non-contingent right, title or interest under or relating to the Background Property, or by the availability of equitable remedies; andwill not be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any party's representations, warranties or obligations or rights, licenses or permits hereunder; 13.1.4 All of (g) it is under no obligation to any third party that would interfere with its employeesrepresentations, officers, and consultants have executed agreements warranties or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement; and (h) there neither are nor at any time during the Term will be any encumbrances, liens or security interests involving its Background Intellectual Property.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other as of the Effective Date that: 13.1.1 Such Party (a) it is a company corporation duly organized, validly existing, organized and in good standing under the Laws of the jurisdiction of its incorporation; (b) is duly qualified as a corporation , and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) it has the requisite corporate full power and authority and the legal right to conduct own and operate its property and assets and to carry on its business as it is now being conducted and hereafter as it is contemplated to be conducted; conducted by this Agreement; (b) it has the full right, power and authority to enter into this Agreement and to grant the rights and licenses granted by it under this Agreement; (c) as of the Effective Date, there are no existing or, to its knowledge, threatened actions, suits or claims pending with respect to the subject matter of this Agreement or its right to enter into and perform its obligations under this Agreement; (d) as of the Effective Date, it has or will obtain taken all necessary licenses, permits, consents, or approvals from or by, action on its part to authorize the execution and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to delivery of this Agreement and the extent required for the ownership and operation performance of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and under this Agreement; (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party on behalf of it, and constitutes a legal, valid valid, binding obligation, enforceable against it in accordance with the terms hereof, subject to the general principles of equity and binding obligation to bankruptcy, insolvency, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally; (f) as of the Effective Date, all necessary consents, approvals and authorizations of all Regulatory Authorities and Governmental Authorities and other Persons required to be obtained by it in connection with the execution and delivery of this Agreement and the performance of its obligations under this Agreement have been obtained (other than Regulatory Approvals to develop, market and commercialize Licensed Products); (i) neither such Party nor, to the actual knowledge of such Party, enforceable against any employee, agent or subcontractor of such Party involved or to be involved in the development and commercialization of Licensed Products has been debarred under Subsection (a) or (b) of Section 306 of the United States Federal Food, Drug, and Cosmetic Act (21 U.S.C. 335a); (ii) no Person who is known by such Party to have been debarred under Subsection (a) or (b) of Section 306 of such Act will be employed by such Party in accordance with its termsthe performance of any activities hereunder; and (iii) to the actual knowledge of such Party, except as such enforceability may be limited by applicable insolvency no Person on any of the FDA clinical investigator enforcement lists (including the (1) Disqualified/Totally Restricted List, (2) Restricted List and other Laws affecting creditors' rights generally, or by (3) Adequate Assurances List) will participate in the availability performance of equitable remediesany activities hereunder; and 13.1.4 All (h) the execution and delivery of this Agreement and the performance of its employeesobligations hereunder do not conflict with, officersor constitute a default under, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party any of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementits contractual obligations.

Mutual Representations and Warranties. Adolor Each of IHM and GSK each represents ------------------------------------- IHC hereby make the following representations and warrants warranties, on their own behalf and on behalf of the applicable members of the iHeart Group, to CCH and CCOH, and CCH and CCOH hereby make the other following representations and warranties, on their own behalf and on behalf of the applicable members of the Outdoor Group, to IHM and IHC, as of the Effective Date thatdate hereof and as of the Closing: 13.1.1 Such Party (a) such Person has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a company duly organized, validly existing, party as of the Closing and in good standing under to consummate the Laws of its incorporation; Transactions contemplated hereby and thereby; (b) is duly qualified as a corporation the execution and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires delivery by such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance Person of this Agreement by such Party and all instruments the Ancillary Agreements to which it is or will be a party as of the Closing and documents to be delivered by such Party hereunder (a) are within the corporate power consummation of such Party; (b) the Transactions contemplated hereby and thereby have been duly authorized by all necessary or and proper corporate action; action on its part; (c) do not conflict with any provision of this Agreement and the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument Ancillary Agreements to which such Party Person is or will be a party, or by which such Party or any party as of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement the Closing has been or will be duly and validly executed and delivered by such Party it and (assuming that due execution and delivery by the other parties hereto and thereto) constitutes a or will constitute the legal, valid and binding obligation of such PartyPerson, enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by subject to applicable insolvency bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors' ’ rights generallygenerally and subject, or by the availability as to enforceability, to general principles of equitable remediesequity; and 13.1.4 All of its employees, officers, (d) the execution and consultants have executed agreements or have existing obligations under law requiring assignment to delivery by such Party of all Inventions made this Agreement and the Ancillary Agreements to which it is or will be a party as of the Closing and the consummation by such individuals during Party of the course of Transactions contemplated hereby and as the result of their association with such Party, thereby do not and obligating such individuals to maintain as confidential such Party's Confidential Informationwill not, as well of the Closing conflict with any provision of its articles or certificate of incorporation, bylaws, certificate of formation, operating agreement or other organizational documents, as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementapplicable.

Mutual Representations and Warranties. Adolor Each of the Parties hereby represents and GSK each represents ------------------------------------- warrants, as of the Execution Date and warrants the Effective Date to the other Party as of the Effective Date thatfollows: 13.1.1 Such Party (a) 12.1.1 it is a company duly organized, organized and validly existing, and in good standing existing under the Laws Applicable Law of its incorporation; (b) is duly qualified as a corporation jurisdiction of incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) it has the requisite full corporate power and authority and the legal right has taken all corporate action necessary to conduct its business as now conducted enter into and hereafter contemplated perform this Agreement (and, with respect to be conducted; (d) has or will obtain BeiGene, BeiGene shall have obtained all necessary licenses, permits, consents, approvals to execute and perform this Agreement on or approvals from or by, before the Effective Date); 12.1.2 this Agreement is a legal and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over valid obligation binding upon such Party, to the extent required for the ownership Party and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is enforceable in compliance accordance with its charter documents; 13.1.2 terms. The execution, delivery and performance of this Agreement Agreement, and compliance with its terms and provisions, and the consummation of the transaction contemplated hereby, by such Party and all instruments and documents will not conflict, interfere or be inconsistent with, result in any material breach of or constitute a material default under, any agreement, instrument or understanding, oral or written, to be delivered which it is a party or by such Party hereunder (a) are within the corporate power of which it is bound, nor to its knowledge violate any Applicable Law. The person or persons executing this Agreement on such Party; (b) ’s behalf have been duly authorized to do so by all necessary or proper requisite corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or ; 12.1.3 neither it nor any of its directors, officers, nor any of its employees has been debarred, excluded or the subject of debarment or exclusion proceedings by any Governmental Authority; 12.1.4 neither it, nor its officers or directors are Sanctioned Persons; 12.1.5 it has not granted any right to any Third Party relating to any intellectual property is boundor proprietary right licensed, which violation would have a material adverse effect on its financial condition granted or on its ability assigned by it to perform its obligations the other Party hereunder that conflicts with the rights licensed, granted or assigned to the other Party hereunder; 13.1.3 This Agreement has been duly executed 12.1.6 to its knowledge, it and delivered each of its Representatives have at all times complied with Proper Conduct Practices in connection with the Products (this Section 12.1.5 shall not apply to matters publicly disclosed by such Party Amgen or its Affiliates in filings with the U.S. Securities and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remediesExchange Commission); and 13.1.4 All 12.1.7 it has established and maintains reasonable internal policies and controls, including codes of its employeesconduct and ethics and reasonable reporting requirements, officersintended to ensure compliance with Anti-Corruption Laws, International Trade Laws, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Partyother Applicable Law, to the extent required applicable to support such Party's obligations under this Agreement, including healthcare compliance, privacy laws and data protection laws.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party that as of the Effective Date thatof this Agreement: 13.1.1 Such Party (a) 8.1.1 It is a company duly organized, organized and validly existingexisting under the laws of its jurisdiction of incorporation or formation, and in good standing under has full corporate or other power and authority to enter into this Agreement, and to carry out the Laws of its incorporation; (b) provisions hereof. 8.1.2 It is duly qualified as a corporation authorized to execute and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationdeliver this Agreement, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability and to perform its obligations hereunder; (c) , and the person or persons executing this Agreement on its behalf has the been duly authorized to do so by all requisite corporate power action. 8.1.3 This Agreement is legally binding upon it and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is enforceable in compliance accordance with its charter documents; 13.1.2 terms. The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do it does not conflict with any provision agreement, instrument or understanding, oral or written, to which it is a party and by which it may be bound, or with its charter or by-laws. 8.1.4 It has not granted, and will not grant, during the Term, any right to any Third Party that would conflict with the rights granted to the other Party hereunder. 8.1.5 Neither Party nor any of its Affiliates has been debarred or is subject to debarment and neither Party nor any of its Affiliates will use in any capacity, in connection with the exercise of its rights and the performance of its obligations under this Agreement, any person or entity that has been debarred pursuant to Section 306 of the charter documents United States Federal Food, Drug, and Cosmetic Act or any similar law in any foreign jurisdiction, or that is the subject of a conviction described in such Party; (d) will notsection or similar law in any foreign jurisdiction. Each Party agrees to inform the other Party in writing immediately if it or any person or entity that is performing activities under this Agreement, is debarred or is the subject of a conviction described in Section 306 or similar law in any foreign jurisdiction, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of such the notifying Party's ’s knowledge, violate any law is threatened, relating to the debarment or regulation conviction of the notifying Party or any order person or decree of entity used in any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or capacity by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party Affiliates in accordance connection with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All performance of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party as of the Effective Date thatfollows: 13.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have has been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of action on the charter documents part of such Party; . (db) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and assuming due authorization, execution and delivery by the other Party, constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by subject to (i) the effect of any applicable insolvency bankruptcy, insolvency, reorganization, moratorium and other Laws similar laws relating to or affecting creditors' ’ rights and remedies generally, and (ii) the effect of general equitable principles, regardless of whether asserted in a proceeding in equity or by at law. (c) Such Party’s execution, delivery and performance of this Agreement and the availability consummation of equitable remedies; and 13.1.4 All the transaction contemplated hereby does not and will not (i) violate, conflict with or result in the breach of its employeesany provision of the certificate of incorporation or by-laws (or similar organizational documents) of such Party, officers, and consultants have executed agreements (ii) conflict with or have existing obligations under law requiring assignment violate any Law or governmental order applicable to such Party or its assets, properties or businesses, or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of all Inventions made notice or lapse of time, or both, would be come a default) under, require any consent under, or give to other any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any encumbrance on any of its outstanding shares of common stock or preferred stock or any of the assets or properties of such Party pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a party or by such individuals during the course which any of and as the result of their association with such Party’s shares of common stock or preferred stock or any of the Party’s assets or properties is bound or affected. (d) It is not a party to any litigation relating to, and obligating such individuals or that could reasonably be expected to maintain as confidential such Party's Confidential Informationaffect, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, its ability to the extent required to support such Party's perform its obligations under this Agreement.

Mutual Representations and Warranties. Adolor Each of the Parties hereby represents and GSK each represents ------------------------------------- and warrants to the other warrants, as of the Effective Date thatto the other Party as follows: 13.1.1 Such Party (a) 12.1.1. It is a company duly organized, organized and validly existing, and in good standing existing under the Laws Applicable Law of its incorporation; (b) is duly qualified as a corporation jurisdiction of incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) it has the requisite full corporate power and authority and the has taken all corporate action necessary to enter into and perform this Agreement; 12.1.2. This Agreement is a legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, valid obligation binding upon such Party and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is enforceable in compliance accordance with its charter documents; 13.1.2 terms. The execution, delivery and performance of this Agreement the Agreement, and compliance with its terms and provisions, and the consummation of the transaction contemplated hereby, by such Party and all instruments and documents will not materially conflict, interfere or be inconsistent with, result in any material breach of or constitute a material default under, any agreement, instrument or understanding, oral or written, to be delivered which it is a party or by such Party hereunder (a) are within the corporate power of which it is bound, nor to its knowledge violate any Applicable Law. The person or persons executing this Agreement on such Party; (b) ’s behalf have been duly authorized to do so by all necessary or proper requisite corporate action; (c) do not conflict ; 12.1.3. To its knowledge, no government authorization, consent, approval, license, exemption of or filing or registration with any provision of court or Governmental Authority or under Applicable Law, is or will be necessary for, or in connection with, the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation transaction contemplated by this Agreement or any order other agreement or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreementinstrument executed concurrently herewith, or other instrument to which such Party is a party(except for Regulatory Approvals, licenses, clearances and the like necessary for the commercialization, research, development, manufacture, sales or marketing of pharmaceutical products and except for any required filing with the United States Securities and Exchange Commission) for the performance by which such Party or any it of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement; 12.1.4. It has not been debarred or the subject of debarment proceedings by any Governmental Authority; 12.1.5. To its knowledge it and its Affiliates have not violated any applicable anticorruption or anti-bribery law or regulation, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the regulations promulgated thereunder (collectively, “Anticorruption Laws”); 12.1.6. It has established and maintains reasonable internal controls intended to ensure compliance with Anticorruption Laws, including reasonable reporting requirements; and 12.1.7. It has not granted any right to any Third Party relating to any intellectual property or proprietary right licensed, granted or assigned by it to the other Party hereunder that conflicts with the rights licensed, granted or assigned to the other Party hereunder.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party, as of the Effective Date Date, that: 13.1.1 Such (A) such Party (a) is a company duly organized, validly existing, and in good standing under the Laws Applicable Law of the jurisdiction of its incorporation; (b) is duly qualified as a corporation formation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (B) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation performance of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; ; (C) this Agreement has been duly executed and (e) is delivered on behalf of such Party and constitutes a legal, valid, and binding obligation, enforceable against it in compliance accordance with its charter documentsterms, subject to applicable bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of equity; 13.1.2 The (D) the execution, delivery delivery, and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do does not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate breach or conflict with any terms of agreement or any indenture, mortgage, deed of trust, lease, agreementprovision thereof, or other any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party, party or by which such Party (or any of its property Affiliates) is bound, which violation would have a material adverse effect on nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its financial condition Affiliates); (E) no government authorization, consent, approval, license, exemption of or on its ability to perform filing or registration with any court or governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, under any Applicable Law currently in effect, is or shall be necessary for, or in connection with, the transactions contemplated by this Agreement, or for the performance by it of its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remediesunder this Agreement; and 13.1.4 All (F) it has obtained all necessary authorizations, consents, and approvals of any Third Party that is required to be obtained by it for, or in connection with, the transactions contemplated by this Agreement, or for the performance by it of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.

Mutual Representations and Warranties. Adolor In addition to the representations and GSK warranties made by a Party elsewhere in this Agreement, each Party hereby represents ------------------------------------- and warrants to the other as Parties that: (a) As of the Effective Date that: 13.1.1 Such Party (a) Date, it is a company duly organized, organized and validly existing, and in good standing existing under the Laws of its incorporation; (b) is duly qualified as a corporation jurisdiction of organization and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) it has the requisite full corporate power and authority and has taken all corporate action necessary to enter into and perform this Agreement; (b) As of the Effective Date, this Agreement is a legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, valid obligation binding upon such Party and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is enforceable in compliance accordance with its charter documents; 13.1.2 The terms; the execution, delivery and performance of this the Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, by which it is bound, nor to its knowledge as of the Effective Date violate any Law; and the person or persons executing this Agreement on such Party’s behalf have been duly authorized to do so by all instruments requisite corporate action; (c) To each Party’s knowledge, the execution and documents delivery of this Agreement, the performance of its obligations hereunder, as applicable, and the licenses and sublicenses to be delivered by such Party hereunder granted pursuant to this Agreement (ai) are within do not and will not conflict with or violate any requirement of applicable Law existing as of the corporate power Effective Date, and as of the Effective Date; (ii) do not and will not conflict with or violate the certificate of incorporation or by-laws of such Party; and (b) have been duly authorized by all necessary or proper corporate action; (ciii) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) and will not violate conflict with, violate, breach or conflict with constitute a material default under any terms contractual obligations of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is boundAffiliates existing as of the Effective Date. (d) As of the Effective Date, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation none of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, ’s employees or consultants: (i) is debarred under Section 306(a) or 306(b) of the FD&C Act or by the availability analogous Laws of equitable remedies; andany Regulatory Authority; 13.1.4 All of its employees(ii) has, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party Party’s knowledge, been charged with, or convicted of, any felony or misdemeanor within the ambit of all Inventions made by such individuals during the course of and as the result of their association with such Party42 U.S.C. §§ 1320a-7(a), and obligating such individuals to maintain as confidential such Party's Confidential Information1320a-7(b)(l)-(3), as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, or pursuant to the extent required analogous Laws of any Regulatory Authority, or is proposed for exclusion, or the subject of exclusion or debarment proceedings by a Regulatory Authority; and [***] = Indicates confidential information omitted from the exhibit. (iii) is excluded, suspended or debarred from participation, or otherwise ineligible to support such Party's obligations under this Agreementparticipate, in any Canadian, U.S. or non-U.S. health care programs (or has been convicted of a criminal offense that falls within the scope of 42 U.S.C. §1320a-7 but not yet excluded, debarred, suspended, or otherwise declared ineligible), or excluded, suspended or debarred by a Regulatory Authority from participation, or otherwise ineligible to participate, in any procurement or non-procurement programs.

Mutual Representations and Warranties. Adolor HoldCo, on behalf of itself, Provider and GSK each the Provider’s Subsidiaries, hereby represents ------------------------------------- and warrants to Recipient, and Recipient, on behalf of itself and the other as of the Effective Date Recipient Parties, hereby represents and warrants to Provider, that: 13.1.1 Such Party (a) The warranting Party and each of its Subsidiaries is a company an entity duly organized, validly existing, existing and in good standing under the Laws of the jurisdiction of its incorporation; (b) incorporation or organization, with all requisite corporate or other entity power and authority to own, operate and lease its properties and assets and to carry on its business as currently conducted, and is duly qualified as a corporation to do business and is in good standing under the Laws of (where applicable) as a foreign corporation in each jurisdiction where the ownership, operation or leasing of its ownership or lease of property properties and assets or the conduct of its business as currently conducted requires such qualification, except for those jurisdictions where the failure to be so qualified or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the warranting Party or any of its financial condition or its ability to perform its obligations hereunderSubsidiaries; and (cb) The warranting Party has the requisite corporate all necessary power and authority to make, execute and deliver this Agreement on behalf of itself and its Subsidiaries, and to perform, and to cause its Subsidiaries to perform, all of the legal right to conduct its business as now conducted and hereafter contemplated obligations to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition performed by it or its ability to perform its obligations Subsidiaries hereunder; and (e) is in compliance with its charter documents; 13.1.2 . The making, execution, delivery and performance by the warranting Party of this Agreement, and the performance of the Agreement by such Party and all instruments and documents the agreement so to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have perform, has been duly and validly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of action on the charter documents part of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of and its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 Subsidiaries. This Agreement has been duly and validly executed and delivered by such Party Party, and constitutes a legalassuming the due authorization, valid execution and delivery by the other Party, this Agreement will constitute the valid, legal and binding obligation of such PartyParty and its Subsidiaries, enforceable against such Party it and them in accordance with its terms, except as such the enforceability hereof may be limited by applicable insolvency bankruptcy, insolvency, moratorium or other similar Law, now or hereafter in effect, relating to or affecting the rights of creditors generally and other Laws affecting creditors' rights generally, or by the availability of specific remedies may be limited by legal and equitable remedies; and 13.1.4 All principles of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementgeneral applicability.

Mutual Representations and Warranties. Adolor and GSK each Each party represents ------------------------------------- and warrants to the other as follows: (i) it is a corporation duly organized and validly existing under the laws of the Effective Date that: 13.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws state or country of its incorporation; ; (bii) is duly qualified as a corporation it has the complete and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure unrestricted power and right to be so qualified would have a material adverse effect on its financial condition or its ability enter into this Agreement and to perform its obligations hereunder; (c) has Portions of this Exhibit, indicated by the requisite corporate power ▇▇▇▇ “[***],” were omitted and authority and have been filed separately with the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, Secretary of the Commission pursuant to the extent required for the ownership and operation of its business, where the failure Registrant’s application requesting confidential treatment pursuant to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision Rule 406 of the charter documents Securities Act of such Party; 1933, as amended. (diii) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This this Agreement has been duly authorized, executed and delivered by such Party party and constitutes a legal, valid and binding obligation of such Party, party enforceable against such Party party in accordance with its terms, terms except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallybankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, or other similar laws affecting the rights and remedies of creditors generally and by general principles of equity; (iv) the availability execution, delivery and performance of equitable remediesthis Agreement by such party do not conflict with any agreement, instrument or understanding, oral or written, to which such party is a party or by which such party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over such party; (v) all consents, approvals and authorizations from all governmental authorities or other third parties required to be obtained by such party in connection with the execution and delivery of this Agreement have been obtained; (vi) no person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such party for any commission, fee or other compensation as a finder or broker because of any act by such party or its agents, or, with respect to Company, because of any act by its Affiliates or Sublicensees; (vii) it has not entered into any agreement with any third party that is in conflict with the rights granted to the other party pursuant to this Agreement; and 13.1.4 All of (viii) neither it nor its employees, officersAffiliates has been debarred or is subject to debarment, and consultants have executed agreements such party will not use in any capacity in connection with this Agreement any person or have existing obligations under law requiring assignment entity who has been debarred pursuant to such Party Section 306 of all Inventions made by such individuals during the course of United States Federal Food, Drug and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this AgreementCosmetic Act.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to and in favour of, and covenants with, each other Party as follows, and acknowledges that each other Party is relying upon the other as following representations, warranties and covenants in connection with its execution, delivery and performance of this Agreement and the consummation of the Effective Date thattransactions contemplated hereunder: 13.1.1 Such Party (a) the Party is a company duly organized, corporation validly existing, formed and existing in good standing under the Laws laws of its incorporation; jurisdiction of formation; (b) is duly qualified as a corporation the Party has all necessary power, authority and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure capacity to be so qualified would have a material adverse effect on its financial condition or its ability enter into this Agreement and to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 under this Agreement. The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have has been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision action of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 . This Agreement has been duly and validly executed and delivered by such the Party and constitutes a legal, valid and binding obligation of such Party, the Party enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable insolvency bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors generally and by general principles of equity, regardless of whether asserted in a proceeding in equity or law; (c) the authorization of, the execution and delivery of and the performance by the Party of its obligations under this Agreement and every other Laws affecting creditors' rights generallyagreement or document to be entered into or delivered hereunder will not constitute or result in the violation or breach of or default under, or cause the acceleration of, any obligations of the Party under: (i) any term or provision of the articles, by-laws or other constating documents of the Party; (ii) the terms of any material agreement (written or oral), indenture, instrument or understanding or other obligation or restriction to which the Party is a party or by which it is bound, except as would not reasonably be expected to have a material adverse effect on the availability of equitable remedies; and 13.1.4 All of Party’s ability to perform its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement; (iii) any Applicable Law or consent or approval issued by a Governmental Entity, except as would not reasonably be expected to have a material adverse effect on the Party’s ability to perform its obligations under this Agreement; or (iv) any term or provision of any order of any court applicable to the Party, except as would not reasonably be expected to have a material adverse effect on the Party’s ability to perform its obligations under this Agreement; (d) no consent or approval of any Governmental Entity, or filing with or notice to any Governmental Entity or other Person, is required in connection with the execution, delivery or performance of this Agreement by the Party, except for any such consent, approval, filing or notice that would not have a materially adverse effect on the Party’s ability to perform its obligations under this Agreement; (e) the Party has conducted and is conducting its business in compliance in all material respects with all Applicable Law and has held and maintained and will hold and maintain in good standing all necessary licences, leases, permits, authorizations and other approvals necessary to permit it to conduct its business or to own, lease or operate its properties and assets, except where the failure to obtain any licence, lease, permit, authorization or other approval would not have a material adverse effect on the Party; (f) there are no actions, suits or proceedings, judicial or administrative (whether or not purportedly on behalf of the Party) pending or, to the best of its knowledge after due inquiry, threatened against or affecting the Party at law or in equity or before or by any Governmental Entity, domestic or foreign, that would materially adversely affect the Party’s ability to perform its obligations under this Agreement; and (g) there are no Bankruptcy Proceedings pending or being contemplated by the Party or, to the best of its knowledge after due inquiry, threatened against or affecting the Party.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party, as of the Effective Date thatfollows: 13.1.1 Such Party (a) It is a company or corporation duly organized, validly existing, and in good standing under the Laws of its incorporation; the jurisdiction in which it is incorporated; (bi) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) it has the requisite corporate power and authority and the legal right to conduct enter into this Agreement and perform its business as now conducted and hereafter contemplated to be conductedobligations hereunder; (dii) it has or will obtain taken all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect corporate action on its financial condition or its ability part required to perform authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (eiii) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by on behalf of such Party Party, and constitutes a legal, valid valid, and binding obligation of such Party, Party that is enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by subject to applicable insolvency bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting creditors' rights and remedies generally; (c) The execution and delivery of this Agreement, and the license granted pursuant to this Agreement (i) do not and will not conflict with or by violate any requirement of Applicable Law existing as of the availability Original Effective Date and/or the Amended and Restated Effective Date; (ii) do not and will not conflict with or violate the certificate of equitable remediesincorporation or by-laws (or other constitutional documents) of such Party; and (iii) do not and will not conflict with, violate, breach or constitute a default under any contractual obligations of such Party or any of its Affiliates existing as of the Original Effective Date and/or the Amended and Restated Effective Date; (d) Neither such Party nor any of its Affiliates is under any obligation to any Person, contractual or otherwise, that is in violation of the terms of this Agreement or that would impede the fulfillment of such Party’s obligations hereunder; (e) Neither such Party nor any of its Affiliates is debarred or disqualified under any Applicable Laws; and 13.1.4 All (f) No authorization, consent, approval of its employeesa third party, officersnor any license, permit, exemption of or filing or registration with or notification to any court or Governmental Authority is or will be necessary for the (i) valid execution and consultants have executed agreements delivery of this Agreement by such Party; or have existing obligations under law requiring assignment to (ii) the consummation by such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementtransactions contemplated hereby.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to and in favour of, and covenants with, the other Party as of follows and acknowledges that the Effective Date that: 13.1.1 Such other Party (a) is a company duly organizedrelying upon the following representations, validly existing, warranties and covenants in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance connection with its charter documents; 13.1.2 The execution, execution delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder the consummation of the transactions contemplated hereunder: (a) are within the corporate power Party is a corporation validly formed and existing in good standing under the laws of such Party; its jurisdiction of formation; (b) have the Party has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations under this Agreement. The execution delivery and performance of this Agreement has been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision action of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 . This Agreement has been duly and validly executed and delivered by such the Party and constitutes a legal, valid and binding obligation of such Party, the Party enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable insolvency bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors generally and by general principles of equity regardless of whether asserted in a proceeding in equity or law; (c) the authorization of, execution and delivery of and the performance by the Party of its obligations under, this Agreement and every other Laws affecting creditors' rights generallyagreement or document to be entered into or delivered hereunder, will not constitute or result in the violation or breach of or default under or cause the acceleration of, any obligations of the Party under: (i) any term or provision of the articles by-law or other constating documents of the Party; (ii) the terms of any material agreement (written or oral), indenture, instrument or understanding or other obligation or restriction to which the Party is a party or by which it is bound except as would not reasonably be expected to have a material adverse effect on the availability of equitable remedies; and 13.1.4 All of Party's ability to perform its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment this Agreement; (iii) any Applicable Law or consent or approval issued by a Governmental Authority, except as would not reasonably be expected to such Party of all Inventions made by such individuals during have a material adverse effect on the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information ability to perform its obligations under this Agreement; or (iv) any term or provision of Persons doing business with such Party that such individuals may receive during the course any order of and as the result of their association with such Party, any court applicable to the extent required Party except as would not reasonably be expected to support such have a material adverse effect on the Party's ability to perform its obligations under this Agreement. (d) except as contemplated by Article 2 hereof, no consent or approval of any Governmental Authority or filing with or notice to any Governmental Authority, court or other Person is required in connection with the execution delivery or performance of this Agreement by the Party, except for any such consent, approval, filing or notice that would not have a materially adverse effect on the Party's ability to perform its obligations under this Agreement· (e) the Party has conducted and is conducting its business in compliance in all material respects with all Applicable Laws and has held and maintained and will hold and maintain in good standing all necessary licenses, leases, permits authorizations and other approvals necessary to permit it to conduct its business or to own, lease or operate its properties and assets, except where the failure to obtain any license, lease, permit, authorization or other approval would not have a material adverse effect on the Party; (f) there are no actions, suits or proceedings judicial or administrative (whether or not purportedly on behalf of the Party) pending, or to the best of the knowledge of the Party after due inquiry, threatened against or affecting the Party at law or in equity, or before or by any court or other Governmental Authority, domestic or foreign , that would materially adversely affect the Party's ability to perform its obligations under this Agreement; and (g) there are no Bankruptcy Proceedings pending or being contemplated by the Party or, to the best of its knowledge after due inquiry threatened against or affecting the Party.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party as of the Effective Date [***] that: 13.1.1 Such Party (a) such Party is a company duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; the jurisdiction in which it is organized; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; Party: (ci) has the requisite corporate power and authority and the legal right to conduct its business as now conducted enter into this Agreement and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; , and (eii) is in compliance with has taken all requisite action on its charter documents; 13.1.2 The execution, part to authorize the execution and delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power performance of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This (c) this Agreement has been duly executed and delivered by on behalf of such Party and constitutes is a legal, valid and binding obligation of on such Party, enforceable against such Party in accordance with its terms; (d) all necessary consents, except as such enforceability may be limited by applicable insolvency approvals and authorizations of all Governmental Authorities and other Laws affecting creditors' rights generallyPersons required to be obtained by such Party in connection with the execution and delivery of this Agreement, the transactions contemplated by this Agreement, or the performance by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Partyits obligations under this Agreement have been obtained, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Partyexcept (i) in each case, to the extent required to support conduct Clinical Trials or to seek or obtain Regulatory Approvals or other applicable Regulatory Materials and (ii) as set forth in Article 15; (e) the execution and delivery of this Agreement and the performance of such Party's ’s obligations hereunder: (i) do not conflict with or violate any requirement of Applicable Laws, regulations or orders of Governmental Authorities, (ii) do not conflict with, or constitute a breach or default under, any contractual obligation of such Party, and (iii) do not conflict with or result in a breach of any provision of the organizational documents of such Party; and (f) (i) [***], any employee, agent or subcontractor of such Party involved or to be involved in the Development of the Licensed Products has been debarred under this AgreementSubsection (a) or (b) of Section 306 of the Act (each, a “Debarred Person”); (ii) no Debarred Person [***] to have been debarred under Subsection (a) or (b) of Section 306 of the Act will be employed by such Party in the performance of any activities hereunder; and (iii) [***], no Debarred Person on any of the FDA clinical investigator enforcement lists (including the (1) Disqualified/Totally Restricted List, (2) Restricted List and (3) Adequate Assurances List) will participate in the performance of any activities hereunder.

Mutual Representations and Warranties. Adolor Each Party hereby represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other as of the Effective Date Party that: 13.1.1 Such 10.1.1. such Party (a) is a company corporation or entity duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; the country (bor applicable subdivision thereof) is duly qualified as a corporation of incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; 10.1.2. such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all instruments requisite corporate action; Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and documents have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 10.1.3. no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or any Third Party is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement, except where the failure to obtain any of the foregoing would not have a material adverse impact on the ability of such Party to fulfill its obligations hereunder; 10.1.4. this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be delivered limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles, in each case of general applicability; 10.1.5. the execution, delivery and performance by such Party hereunder of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not conflict with or result in a breach of any of the terms or provisions of (ai) are within the corporate power any contractual or other obligations of such Party; , (bii) have been duly authorized by all necessary the provisions of its charter, bylaws or proper corporate action; other organizational documents, or (ciii) do not conflict with any provision of the charter documents of such Party; (d) will notorder, to the best of such Party's knowledgewrit, violate any law or regulation or any order injunction or decree of any court of or governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, authority entered against it or by which such Party it or any of its property is bound, which violation except where such breach or conflict would not have a material adverse effect impact on its financial condition or on its the ability of such Party to perform fulfill its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to 10.1.6. such Party of shall comply in all Inventions made by such individuals during the course of material respects with all laws, rules and as the result of their association with such Party, and obligating such individuals regulations applicable to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations its performance under this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party that, as of the Effective Date thatDate: 13.1.1 Such Party (a) it is a company duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its organization or incorporation; ; (b) is duly qualified as a corporation it has the power to execute and in good standing deliver this Agreement and to perform its obligations under the Laws this Agreement and has taken all necessary corporate, company, partnership, governmental and/or other actions to authorize such execution and delivery and performance of each jurisdiction where such obligations; (c) its ownership or lease execution and delivery of property or the conduct this Agreement and its performance of its obligations under this Agreement do not violate or conflict with any law applicable to it; with any provision of its charter or bylaws (or comparable constituent documents); with any order or judgment of any court or other agency of government applicable to it or any of its assets; or with any contractual restriction binding on or affecting it or any of its assets; PUBLIC VERSION (d) there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Party, threatened against it at law or in equity before any court or tribunal of the United States or any other jurisdiction that individually or in the aggregate could result in any materially adverse effect on the Party's business, properties, or assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations under this Agreement; (e) all authorizations of and exemptions, actions or approvals by, and all notices to or filings with, any governmental authority that are required to have been obtained or made by it at the time this representation is made with respect to this Agreement have been obtained or made and are in full force and effect, and all conditions of any such authorizations, exemptions, actions or approvals have been complied with; (0 the Party has knowledge of all laws and business requires practices that must be followed in performing its obligations under this Agreement and the Party is in compliance with all such qualification, where laws and business practices except to the extent that failure to be so qualified comply therewith would not, in the aggregate, have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such other Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each party hereby represents ------------------------------------- and warrants to the other as follows: (A) It has the corporate power and authority to own its assets and carry on its business as contemplated by this Agreement, and to enter into, and perform in accordance with, the terms of this Agreement. (B) It has, and its officers acting on its behalf have, the requisite corporate authority to engage in the transactions contemplated by this Agreement, and the execution and delivery of this Agreement, the consummation of the Effective Date that: 13.1.1 Such Party (a) transactions herein contemplated and compliance with the terms, conditions and provisions of this Agreement do not and will not violate, conflict with or result in a breach of any of the terms, conditions or provisions of applicable law, its organizational and governing documents or any agreement or instrument to which it is a company duly organizedparty or by which it is bound, validly existingor constitute a default thereunder; and it is not a party to or bound to any agreement or instrument or subject to any corporate restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or adversely affect its ability to perform its obligations hereunder; under this Agreement. (cC) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Partyparty, enforceable against such Party it in accordance with its terms, except as such enforceability enforcement may be limited by applicable insolvency bankruptcy, insolvency, receivership, reorganization and other Laws affecting similar laws relating to creditors' ’ rights generallygenerally and to general principles of equity. (D) It has obtained all consents, approvals, licenses, exemptions or authorizations of, or by filings or registrations with, any government or governmental body which are required in connection with the availability execution and delivery of equitable remedies; and 13.1.4 All this Agreement and the Performance of its employeesobligations hereunder, officers, the failure to obtain which could materially and consultants have executed agreements or have existing obligations under law requiring assignment adversely affect its ability to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's perform its obligations under this Agreement. (E) There is no pending action, suit, proceeding, inquiry or investigation with respect to which notice has been served upon it before any court, governmental or public entity or arbitrator against or affecting, directly or indirectly, it or any of its properties, which if adversely determined would have a material adverse effect on its ability to perform its obligations hereunder, and, to the best of its knowledge, no such action or proceeding has been threatened.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to each of the other Parties as of follows and acknowledges that the Effective Date thatother Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement: 13.1.1 Such Party (a) it is a company duly organizedincorporated, validly existingamalgamated, continued or formed, as applicable, and in good standing is validly existing under the Laws laws of its incorporation; governing jurisdiction and has the corporate or other power and authority to enter into this Agreement (acting through its general partner, as applicable) and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder; (b) is duly qualified except as a corporation disclosed in the Circular or in writing to the other Parties, the execution and delivery of this Agreement by it (acting through its general partner, as applicable) and the completion by it of the transactions contemplated herein do not and will not: (i) result in good standing under the Laws of each jurisdiction where its ownership breach of, or lease of property violate any term or the conduct provision of its business requires constating documents; (ii) conflict with, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, license, permit or authority to which it is a party or by which it is bound, or to which any assets of such qualificationParty are subject, where or result in the failure creation of any Encumbrance upon any of its assets under any such agreement or instrument, or give to be so qualified others any interest or right, including rights of purchase, termination, cancellation or acceleration, under any such agreement, instrument, license, permit or authority, which in any case would have a material adverse effect on its financial condition it; or (iii) violate any provisions of any Applicable Law or its ability any judicial or administrative award, judgement, order or decree applicable and known to perform its obligations hereunder; (c) has it, the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation violation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, which would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsit; 13.1.2 The execution(c) no dissolution, winding-up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or, to such Party’s knowledge, is proposed in respect of it, except as may be contemplated by the Plan of Arrangement; and (d) the execution and delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power completion of such Party; (b) the transaction contemplated herein have been duly authorized approved by all necessary its board of directors or proper corporate action; (c) do not conflict with any provision the board of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any directors of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This general partner (as applicable) and this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, Party enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable subject to bankruptcy, insolvency and other Laws laws affecting the enforcement of creditors' ’ rights generally, generally and to general principles of equity and limitations upon the enforcement of indemnification for fines or penalties imposed by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementlaw.

Mutual Representations and Warranties. Adolor and GSK each 10.1. Each Party represents ------------------------------------- and warrants to the other as of the Effective Date that: 13.1.1 Such Party : (ai) it is a company duly organized, validly existing, and corporate entity in good standing under the Laws in its jurisdiction of its incorporation; (bii) is duly qualified as a corporation it has obtained all necessary approvals, rights, licenses, consents and in good standing under authorizations (collectively, the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification“Consents”) to enter into, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability and to perform its obligations hereunderunder, this Contract and each Order and copies of all such Consents have been provided to the other Party; (ciii) the Person executing this Contract and each Order on its behalf has and will have express authority to do so and to bind the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conductedParty; (div) has it is not under any current obligation or restriction, nor will obtain all necessary licensesit assume any such obligation or restriction, permits, consents, that does or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to could materially interfere with the extent required for the ownership and operation performance of its business, where obligations under this Contract; (v) the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery delivery, and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary Contract or proper corporate action; (c) do any Order does not conflict with violate any provision of the charter documents of such Party; (d) will notany by applicable Law, to the best of such Party's knowledgecharter, violate any law or regulation regulation, or any order or decree other governing authority of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreementthe Party, or any other instrument agreement to which such Party it is a party, in such a manner as to impede, materially delay, or by which such Party prevent the performance of its obligations under this Contract or any of its property is boundOrder, which violation would have a material adverse effect on its financial condition or on its ability to perform and its obligations hereunder; 13.1.3 This Agreement has been duly executed under this Contract, and delivered by such Party and constitutes a legaleach Order, are valid and binding obligation obligations of that Party; (vi) no filing with or notice to any relevant governmental entity is required on the part of such Party as a condition to the lawful completion of the transactions contemplated by this Contract; (vii) it has complied in all material respects with all applicable Laws, orders, judgments and decrees other than any act of non-compliance which, individually or in the aggregate, is not material; (viii) there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of such Party, enforceable threatened against or relating to such Party affecting any of its properties or assets before any governmental entity, which could impede, materially delay, or prevent the performance of its obligations under this Contract or any Order; and (ix) it is not insolvent within the meaning of applicable bankruptcy, insolvency or fraudulent conveyance Laws and no act or proceeding has been taken by or against such Party in accordance connection with its termsthe dissolution, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallyliquidation, winding up, bankruptcy or by the availability reorganization of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Partynor, to the extent required to support knowledge of such Party's obligations under this AgreementParty is any such act or proceeding threatened.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party, as of the Effective Date Date, that: 13.1.1 Such 8.1.1 such Party (a) is a company duly organized, validly existing, existing and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) incorporation and has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; 8.1.2 execution of this Agreement and the legal right to conduct performance by such Party of its business as now conducted obligations hereunder have been duly authorized; 8.1.3 this Agreement has been duly executed and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over delivered on behalf of such Party, to and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the extent required for terms hereof; 8.1.4 the ownership and operation performance of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have this Agreement by it does not create a material adverse effect on its financial condition breach or its ability default under any other agreement to perform its obligations hereunder; and (e) which it is in compliance with its charter documentsa party; 13.1.2 The 8.1.5 the execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do does not conflict with any provision agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Law or regulation of the charter documents of any court, governmental body or administrative or other agency having jurisdiction over such Party; (d) will not, *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the best omitted portions. 8.1.6 no government authorization, consent, approval, license, exemption of such Party's knowledgeor filing or registration with any court or governmental department, violate commission, board, bureau, agency or instrumentality, domestic or foreign, under any law Laws currently in effect, is or regulation will be necessary for, or in connection with, the transaction contemplated by this Agreement or any order other agreement or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreementinstrument executed in connection herewith, or other instrument to which such Party is a party, or for the performance by which such Party or any it of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability obligations under this Agreement and such other agreements except as may be required to perform its obligations hereunder;obtain clearance under the HSR Act; and 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of 8.1.7 neither such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All nor any of its employees, officers, and subcontractors, or consultants who have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, rendered services relating to the extent required Products: (a) has ever been debarred or is subject to support such Party's obligations debarment or convicted of a crime for which an entity or person could be debarred by the FDA under this Agreement21 U.S.C. Section 335a or (b) has ever been under indictment for a crime for which a person or entity could be so debarred.

Mutual Representations and Warranties. Adolor and GSK each Each party represents ------------------------------------- and warrants to the other as follows: (i) it is a corporation duly organized and validly existing under the laws of the Effective Date that: 13.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws state or country of its incorporation; ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (bii) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) it has the requisite corporate complete and unrestricted power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of enter into this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This (iii) this Agreement has been duly authorized, executed and delivered by such Party party and constitutes a legal, valid and binding obligation of such Party, party enforceable against such Party party in accordance with its terms, terms except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallybankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, or other similar laws affecting the rights and remedies of creditors generally and by general principles of equity; (iv) the availability execution, delivery and performance of equitable remediesthis Agreement by such party do not conflict with any agreement, instrument or understanding, oral or written, to which such party is a party or by which such party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over such party; (v) all consents, approvals and authorizations from all governmental authorities or other third parties required to be obtained by such party in connection with the execution and delivery of this Agreement have been obtained; (vi) no person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such party for any commission, fee or other compensation as a finder or broker because of any act by such party or its agents, or, with respect to Company, because of any act by its Affiliates or Sublicensees; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during (vii) it has not entered into any agreement with any third party that is in conflict with the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, rights granted to the extent required other party pursuant to support such Party's obligations under this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the and in favour of each other as of the Effective Date Party that: 13.1.1 Such Party (a) it is a company duly organizedincorporated, amalgamated or continued and is validly existing, and in good standing existing under the Laws laws of its incorporation; (b) is duly qualified as a corporation governing jurisdiction and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of enter into this Agreement by such Party and all instruments and documents and, subject to be delivered by such Party hereunder (a) are within obtaining the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will notrequisite approvals contemplated hereby, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This (b) except as disclosed in the Circular or in writing to the other Parties, the execution and delivery of this Agreement by it and the completion by it of the transactions contemplated herein and in the Tax Rulings and Rulings Applications do not and will not: (i) result in the breach of, or violate any term or provision of, its articles or by-laws; (ii) conflict with, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, license, permit or authority to which it is a party or by which it is bound, or to which any assets of such Party are subject, or result in the creation of any Encumbrance upon any of its assets under any such agreement or instrument, or give to others any interest or right, including rights of purchase, termination, cancellation or acceleration, under any such agreement, instrument, license, permit or authority, which in any case would have a Material Adverse Effect on it; or (iii) violate any provisions of any Applicable Law or any judicial or administrative award, judgment, order or decree applicable and known to it, the violation of which would have a Material Adverse Effect on it; (c) no dissolution, winding-up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or, to such Party’s knowledge, is proposed in respect of it, except as contemplated by the Plan of Arrangement, the Tax Rulings or the Rulings Applications; and (d) the execution and delivery of this Agreement and the completion of the transactions contemplated herein and in the Tax Rulings and Rulings Applications have been duly executed approved by its board of directors, and delivered by such Party and this Agreement constitutes a legal, valid and binding obligation of such Party, Party enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable subject to bankruptcy, insolvency and other Laws laws affecting the enforcement of creditors' ’ rights generally, generally and to general principles of equity and limitations upon the enforcement of indemnification for fines or penalties imposed by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementlaw.

Mutual Representations and Warranties. Adolor Each Party hereby represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other as of the Effective Date Party that: 13.1.1 Such Party (a) such Party is a company corporation or entity duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; (b) is duly qualified as a corporation state of incorporation or formation, and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval, and all instruments and documents to be delivered by the Person executing this Agreement on behalf of such Party hereunder is duly authorized to do so by all requisite corporate action; (ac) are within no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the corporate power part of such Party in connection with the valid execution, delivery and performance of this Agreement, except where the failure to obtain any of the foregoing would not have a material adverse impact on the ability of such Party to meet its obligations hereunder; (d) this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles of general applicability; (e) the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not conflict with or result in a breach of any of the terms or provisions of (i) any other contractual or other obligations of such Party; , (bii) have been duly authorized by all necessary the provisions of its charter, operating documents or proper corporate action; bylaws, or (ciii) do not conflict with any provision of the charter documents of such Party; (d) will notorder, to the best of such Party's knowledgewrit, violate any law or regulation or any order injunction or decree of any court of or governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, authority entered against it or by which such Party it or any of its property is bound, which violation bound except where such breach or conflict would have a material adverse effect on its financial condition or on its not materially impact the Party’s ability to perform meet its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of (f) it shall comply in all material respects with all laws, rules and regulations applicable to its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations performance under this Agreement.