Common use of Exceptions for Purchasing Securities of Adolor Clause in Contracts

Exceptions for Purchasing Securities of Adolor. Nothing herein shall ---------------------------------------------- prevent: 17.2.1 GSK from purchasing additional equity security of Adolor if after such purchase GSK and its Affiliates would own no greater percent of the total voting power of all voting securities of Adolor then outstanding than GSK owned immediately prior to the Effective Date. 17.2.2 GSK from acquiring securities of Adolor issued in connection with stock splits or recapitalizations or on exercise of pre-emptive rights afforded to Adolor stockholders generally. 17.2.3 GSK or GSK's employees from purchasing securities of Adolor pursuant to (i) a pension plan established for the benefit of GSK's employees, (ii) any employee benefit plan of GSK or (iii) any stock portfolios not controlled by GSK or any of its Affiliates that invest in Adolor among other companies. 17.2.4 GSK from acquiring securities of another biotechnology or pharmaceutical company that beneficially owns any of Adolor's securities. 17.2.5 GSK or any of its Affiliates from acquiring equity securities of Adolor without any limitation following initiation by a third party of an unsolicited tender offer to purchase ** percent (**%) or more of any class or service of Adolor's publicly traded voting securities (a "Hostile Tender -------------- Offer"); provided that the exception provided by this Section 17.2.5 shall be ----- limited to the classes or series of Adolor's securities that are the subject of the Hostile Tender Offer; provided, further, that, in the event that either (a) such Hostile Tender Offer is terminated or expires without the purchase of at least ** percent (**%) of any class or series of Adolor's publicly traded voting securities by such third party, or (b) the Adolor Board of Directors subsequently recommends that such offer be accepted, then GSK shall divest in one or more open-market transactions all shares of Adolor's securities so acquired by it. Any such divestiture shall be completed as expeditiously as possible consistent with applicable securities laws 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. regulations and in a manner intended to shield GSK from liability for recovery of short swing profits under Section 16 of the Exchange Act and the rules promulgated thereunder.